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Our vision for

tomorrows city
Annual Report 2012 Reference Document

Summary
Annual Report 2012 Reference Document
Part 1: Corporate
Part 2: Financial and legal report

01/All about Icade


01 Profile
02 Businesses
03 Highlights

02/We bring life to the city

08
12
24
34

Interview with Serge Grzybowski


The expanding city
The welcoming city
The innovating city

03/Businesses and results


42
45
47
48

Property Investment: a proven model


Property Development: an order book maintained in a difficult environment
Services: a streamlined scope
2012 key figures: a sharp rise in net current cash flow (+13%)

04/Transparency, responsibility, commitment


53
54
56
58

Management Committees
The Board of Directors
Talent on the move
A word from 4... employees

05/Financial statements and key information


62
65
66
67

Consolidated income statement and balance sheet


Shareholder structure
Simplified organization chart
Property assets

In the CD-Rom at the end of this document


you will find the whole of part 2: financial and legal report

Profile
As a listed real estate company and a subsidiary of Caisse des Dpts,
Icade combines the best of the private and public sectors.
As a commercial property investment company investing mainly
in the Paris region, Icade is also a major developer and offers its
institutional clients a consultancy and property management service.
It is this wide-ranging expertise that allows it to cater for all of its
clients property and urban development projects.

Solidity

Openness

Convictions

As a leading commercial
property investment
company and national
developer, Icade is a key
partner of the public
authorities and private
real estate operators.
With 7national divisions,
Icade has operations
throughout mainland
France.

Icade is active in every


type of urban property:
offices, business parks,
shopping centres, public
amenities, healthcare
facilities and residential
property.

For us boldness and


solidarity lead to a
strong performance.
We are innovative in
our technical decisions
and bold in our urban
development approach,
embodying a vision of a
just city built on solidarity
and in which every
generation has its place.

1,712
employees

1,499m
o
 f revenue

6.8bn

of property asset value

Businesses
Icade has developed 3 businesses to offer solutions
to all of its clients needs and cater for every type of urban
development project. This wide-ranging expertise makes
us a leading developer of complex urban projects.

Property
Investment

Property
Development

Icade has a portfolio of


outstanding property assets,
including offices, business
parks, shopping centres,
and clinics.

Icade builds offices, housing


units, shopping centres
and public and healthcare
amenities.

400m

1,071m

63m

6.8bn

1,693m

4,200,000 m2

Revenue

Valued property assets

Revenue

Backlog

Services
Icade provides its expertise
and guides its clients through
its consultancy and property
management activity.

Revenue

Managed

partie / sous partie

ICADE in 2012

HIGHLIGHTS
January

Many projects were completed in


2012 in every business. Lets take
a look at 12 months of highlights,
from our first BIHOME housing
program to the opening up of Icade
Sant to investors.

February
Double strike for Property
Investment
Two audiovisual companies have signed 9-year leases
with Icade for the installation of their head offices.
Endemol is the leading French producer of programs
for television and new media. It will occupy 6,900m
in building 521 of Les Portes de Paris in Aubervilliers,
designed by the firm Palissad Architecture. The second
company, the sports television station BeinSport,
is setting up its offices in Boulogne, occupying a
floor space of 3,700m2 within the Factory building,
designed by the Catalan architect Josep Lluis Mateo.
The two buildings are labelled HQE (Haute Qualit
Environnementale - High Environmental Quality).

New phase in the combining


of Icade and Silic
The authorizing of the combining of Icade
and Silic, a specialist in rental business parks,
by the French Competition Authority on
13 February 2012, has allowed Caisse des
Dpts to acquire a majority stake in Silic
through the holding company HoldCo SIIC.

Signatures for Millnaire 3


Icade and the Ministre de la Justice have confirmed the moving of part of the Ministrys staff
to the Millnaire 3 building, in 2015, through the signing of both a lease and a promise to buy.
This is a new step that announces the start of building works in 2013 for this 32,000 m complex
designed by the firm of architects KPF and confirms the lasting relationship of trust between
Icade and the Ministre de la Justice.

icade / Annual Report 2012 Reference Document

Capital increase for Icade Sant

April

In April 2012, Icade completed a capital increase for its


subsidiary Icade Sant. This involved a total of 250 million,
reserved for three institutional investors, the main ones
being Crdit Agricole Assurances and BNP Paribas Cardif.
Each insurer has invested through its own real estate
investment vehicle approved for this purpose. At the end of
2012 a new capital increase was also subscribed by a new
institutional investor, Groupe Macif.

June

Saint-Nazaire opens its Cit Sanitaire


On 29 June 2012, the Cit Sanitaire healthcare complex
was officially opened. The project was a real achievement in
the property world. It was the second largest public-private
partnership in France and was completed in only 45months.
It also performs highly environmentally: priority was given to
renewable energy by opting for a biomass heating system
for the production of heat for the site and the installing of
solar panels for domestic hot water production. The complex
includes 800beds, with a net floor area of92,300m.

Launch of BIHOME in Lyon


For several months Icades teams studied family, social and
financial changes with regard to housing, and the resulting new
expectations, to devise an appropriate real estate solution. This
was achieved with the launch in June of BIHOME, an apartment
concept reflecting peoples new ways of living together by
maintaining the independence of each person. Bihome
apartments cater for several types of living patterns and adapt over
time to the lifestyle of their occupants. Three BIHOME projects
are already under way in Greater Lyon.
4

all about icade / highlights

July

Pushed Slab: start of works


On 3 July, Pushed Slab entered its construction phase.
This 19,000m buildng, sold off-plan to Banque Populaire
Rives de Paris, with delivery scheduled for February 2014, is
plot A of the future environmentally-friendly district of the Zac
de la Gare de Rungis. Pushed Slab was designed by the architect
Winy Maas. It will be HQEcertified, labelled BBC and meet
the requirements of the city of Paris Climate Plan.

September

The Parc des


Closbilles goes green
in Cergy-Pontoise

Icade Sant buys three new clinics


Icade Sant is buying three new clinics in the
Languedoc-Roussillon region. The operator, Cliniple,
is a major private healthcare player in the region,
operating 7facilities. Icade Sant is therefore
continuing its development by establishing itself in
a region where it wasnt previously active.

On September 21, Icade and the


mayor of Cergy-Pontoise signed
a HQE Urban development
agreement for the Parc
des Closbilles project. This 55,000m
mixed program is particularly
ambitious in its application of
sustainable development on the scale
of an urban district. The environmental
ambition driven by Icade is reflected
in the measures it has taken to obtain
certification and labelling such as NF
logement, HQE, BBC Effinergie + and
H&E and Qualitel.

icade / Annual Report 2012 Reference Document

December

Arrival of transport:
the start of a new era!
On December 18, 2012, Serge Grzybowski and the
elected representatives of Plaine Commune opened
the metro station Front Populaire, which extends
line 12 into the heart of Aubervilliers. After 78 years
of waiting and 4 years of work, this event marks the
start of a new era for North East Paris, which is now
served by the metro and the T3 Tramway, which was
launched two days earlier.
At the end of 2013, works will begin on the new
extension of line 12, with two new stations named
Aim Csaire and Mairie dAubervilliers.

Throughout
the year

Several leases were signed


at Tour PB5 (La Dfense)
Thanks to an active letting policy following the departure
of Scor, Icade has signed several leases, notably
with the CAC 40 companies Total and EDF (ERDF),
bringing the buildings occupancy rate to 98%.
6

Marseilles sees Blue


Bleu Capelette is the name of
the future leisure, cinema and
shopping complex that is the
figurehead of the urban renewal of
the northern districts of Marseilles.
Jointly developed by Icade and
Sifer, Bleu Capelette is developing
a surface area of 59,000m. It will
have 80 shops, a new Auchan
Gourmand concept, 8restaurants
with terraces, 12cinema screens
and 1,500parking spaces. Delivery
is scheduled for 2015.

We bring life
to the city
which is expanding,
which is welcoming,
which is innovating

Interview with Serge Grzybowski /08


The expanding city /12
The welcoming city /24
The innovating city /34

Tour EQHO. Courbevoie-La Dfense (92).


Architects: Hubert et Roy.
Architects who designed the original tower:
F. Urquijo, G. Macola et J. Willerval.

icade / Annual Report 2012 Reference Document

Interview with
Serge GRZYBOWSKI,
Chairman
and CEO of Icade

If this year met


our expectations,
it is thanks to
the effectiveness
of our property
investment
development model
and the continuing
of our strategy of
refocusing Icades
activities on
the commercial
property sector.
8

We bring life to the city / interview with the Chairman and CEO

How would you assess 2012?


Serge Grzybowski: As a promise kept!
We announced double-digit cash flow growth
in 2012, and we achieved this, despite a difficult
economic environment. If this year met our
expectations, it is thanks to the effectiveness
of our property investment development model
and the continuing of our strategy of refocusing
Icades activities on the commercial property sector.
This year more than any other has shown the
solidity of our financial structure, with a fall
in the average cost of debt, the extending
of its maturity and the diversification of our
sources of funding. 2012 also saw the active
letting of our commercial buildings and the
continued development of our portfolio of
clinics, which makes Icade Sant the leading
French healthcare property investor with
55clinics owned worth more than 1.7billion.
This division was been so successful that we
decided to open it up to 4 major life insurance
partners. Strategically, this diversification is
helping to generate major cash flow for Icade,
allowing it to finance new commercial property
developments.
Another strength is the refocusing of our
retail property development activity on block
sales, which has ensured that sales and the
backlog have held up well despite an uncertain
environment.

This year has called for discernment, a fighting


spirit and internal cohesion. Thanks to our teams
constant efforts, our ability to give priority to
quality over quantity in our choice of investments,
our management of the risks relating to our
developments and excellent relationships with our
clients, banking partners and shareholders, Icade
was able to stay on course in 2012.
How is Icade approaching 2013?
S.G. : In a still uncertain market, we are
approaching this new year with realism
and confidence.
For Icade, 2013 will above all be a year of
consolidating the industrial and financial logic
of Icade/Silic, with whom we are planning
to combine in the coming months. This new
combined entity will be the leading office
property investment company in the Paris region,
with nearly 10billion of assets and nearly
2millionm of land reserves to be developed
over the long term. This change in scale will
confirm the effectiveness of our model, thanks
to the coherence of the businesses operated
by Icade and Silic. We complement each other
geographically and will have a strong presence
in the 5major development zones in the Paris
region, with a diverse offer of existing products or
products to be developed, allowing us to offer our
clients made-to-measure property solutions.

icade / Annual Report 2012 Reference Document

One of the highlights of this year is possibly the successive arrival


of new transport routes serving our properties.
There was a before and there will be an after: the T3 tramway and the
extension to metro line 12 now serve all of our sites and lastingly
increase the appeal of North East Paris.

Today
Metro line 12 has been extended with the new
station Front Populaire, around 1/4 of an hour
from Saint-Lazare train station.
The T3 Tramway connects Porte de la Chapelle
to Porte de Vincennes with a stop at Porte
dAubervilliers.
3 river shuttles depart from Corentin Cariou.

Front populaire metro station.

Tomorrow
In 2015:
The Rosa Parks station, a new stop on the RERE
(Eole) line, will serve Porte dAubervilliers.
In 2017:
Metro line 12 will be further extended by the stations Aim Csaire and Mairie dAubervilliers.

T3 tramway.

River shuttles.
10

We bring life to the city / interview with the Chairman and CEO

Today

A1

a
Can

FRANCE
STADE DE
ST-DENIS

is
D en
l St-

FRONT POPULAIRE

Tramway
Opened 15 December 2012

Bus stops for lines 239 and 65

M
PORTE
DE LA CHAPELLE

PORTE
DE LA VILLETTE

M 7

Metro line 7
Metro line 12

M 12 Front Populaire station (Phase 1)

Priphrique

Opened 18 December 2012

PORTE
DAUBERVILLIERS

12 M

AUBERVILLIERS
PANTIN
Quatre Chemins

2
M

PORTE
DE LA CHAPELLE

RER B

RER D

Paris Nord-Est

Claude Bernard ZAC

Les Mines-Fillettes station

PORTE DE LA VILLETTE

7 M CORENTIN CARIOU

Tomorrow

MAIRIE
DAUBERVILLIERS

A1

a
Can

FRANCE
STADE DE
ST-DENIS

Tramway project

l StDen
is

FRONT POPULAIRE

Tramway
Opened 15 December 2012

AIM CSAIRE

Creation of an RER E
station (Rosa Parks)

Bus stops for lines 239 and 65

M
PORTE
DE LA CHAPELLE

PORTE
DE LA VILLETTE

Priphrique

PORTE
DAUBERVILLIERS

12 M

PORTE
DE LA CHAPELLE

2
1

Rosa Parks

AUBERVILLIERS
PANTIN
Quatre Chemins

M 7

Metro line 7

M 12

Metro line 12
Front Populaire station (Phase 1)
Opened 18 December 2012

RER B

RER D

Paris Nord-Est

Claude Bernard ZAC

Les Mines-Fillettes station

PORTE DE LA VILLETTE

7 M CORENTIN CARIOU

11

icade / Annual Report 2012 Reference Document

The
expanding city

Le Millnaire. Paris (75).

We bring life to the city / the expanding city

Is economic development compatible with


a virtuous and sustainable approach to real
estate that benefits all?
Icade is a forward-looking property
investment company making an expert
contribution to the issues raised by the
expansion of the city.

s the point of convergence between people and


companies, in France cities now house two-thirds
of the population. This trend is continuing to pick
up pace and real estate operators must be sure
to combine urban development with economic
development, and sobriety and energy efficiency with comfortable
living conditions for residents and employees.
We are experimenting, innovating and creating new ways to
develop cities.
Yesterday, we were the first to develop corporate campuses in the
North East of Paris.
Today, Le Millnaire, Les Portes de Paris, and Le Pont de Flandre have
become synonymous with the vibrancy of North East Paris. These
constantly changing districts are being reinvented and developed
as users needs change. Around a hundred private and public
enterprises are now contributing to the exceptional economic vitality
of our region.
Tomorrow, as part of the development project for the Paris region,
Icade is preparing to play the role of contributor of innovative
solutions. The combining of Icade with the commercial property
group Silic opens up the prospect of a potential two million square
metres to be developed, according to demand.

CSR FOCUS
> Since 2010, 100% of Icades developments
have been HQE certified and labelled BBC.
Icade mostly develops is programs in urban
or peri-urban zones, so as to concentrate its
activity on dense development zones that are
always energized by public transport and road
networks. This approach is part of a vision
of the sustainable city, which is built and
restructured on itself to avoid urban sprawl.

13

icade / Annual Report 2012 Reference Document

Les Portes de Paris


Icade has been able to bring economic, social and environmental
momentum to its area of North East Paris. Feedback on a pilot
experiment and an urban renewal model.
Le Millnaire, Les Portes de Paris and Le Pont de Flandre embody the
renewal of an industrial district in line with the highest sustainable
development standards.
Economic renewal: with more than 400 companies occupying
500,000 m and land reserves available for new developments,
Icade has contributed to the economic revitalisation of North East
Paris. Ideally sited at the gateway to Paris, these business parks are
strategically located closed to major road hubs and public transport
stations that serve the capital and its outskirts through a varied and
constantly developing offer (including the metro, RER, tramway, bus,
river shuttles and Vlib).
Environmental renewal: Icade has succesfully renovated an
architectural legacy loaded with history in keeping with the highest
environmental standards. Whether it is restructuring existing
buildings or developing new ones, each of Icades projects are
designed to obtain the highest quality certifications and labels:
the BBC renovations label Rnovation pour les rhabilitations and
systematic HQE certification for new buildings.
Inter-company restaurant Le Millnaire.

Social renewal: Icades complexes are work and living spaces offering
a range of shops, services and recreational facilities that make users
everyday existence easier. Inter-company restaurants, cafeterias,
sports halls, concierge services and creches have been set up to
offer ever greater comfort.

LES PORTES DE Paris comprises:

500,000 m

More than
of commercial space, offices and shops
More than

400 companies

100% of the new buildings HQE

and labelled BBC


Le Millnaire

certified

Pont de Flandre sports hall.

We bring life to the city / the expanding city

Le Beauvaisis: Paris (75)


Architect: CALQ.

Le Pont de Flandre - Le Beauvaisis


This former warehouse has had several incarnations:
it was initially designed for the storage of sacks of
sugar brought by canal barge from the Saint-Denis canal, before, among other things, housing items from
the collections of the Yves Saint-Laurent museum,
then the Cristalleries dArques.
When Icade took on the redevelopment of the Pont
de Flandre business park, the building underwent a
dramatic restructuring: only the historic frontages
were kept, while the structure itself was completely
demolished.
In its place, 7superstructure levels and and 2basement levels were created, as well as a central atrium.
As well as being an architectural challenge, this
restructuring project was also an environmental
achievement: the building is HQE certified and is
the first in Paris to have obtained the BBC Renovation label.

Le Pont de Flandre. Paris (75).

15

icade / Annual Report 2012 Reference Document

TV Studio
Seine-Saint-Denis is an audiovisual, multimedia
and communications hub, and a centre of expertise
and creativity, having established itself as the
favored location of image professionals for more
than thirty years.

TV Studio.

TV Studio.

16

We bring life to the city / the expanding city

Le Millnaire 3. Paris (75).


Architect KPF

Le Millnaire 3
In 2015, a new building will be built to house
part of the staff of the Ministre de la Justice.
This new 32,000 m2 complex, designed by the
New York firm KPF (Kohn, Pedersen & Fox
Associates), will cater for around 1,600 employees.

The 7-storey building will offer maximum flexibility in terms of the interior layout and will
comply with HQE standards and the BBC label
(low consumption building) and BREEAM
Very Good.

Le Millnaire 3. View from the ring road. Paris (75).


17

A word from
3 clients

They have chosen Icade


for their offices
Like more than 400 companies, they have chosen to set up their head office
within the office complexes developed by Icade. Firsthand accounts...

18,942 m2
The head office of Groupe
Pierre & Vacances Center Parcs.

Groupe Pierre & Vacances


Center Parcs
A little over 10 years ago, the Pierre &Vacances Center
Parcs group operated from La Dfense.
We then wanted to move to Paris, says Jocelyne Rivet,
Head of General Services.
We were put in touch with Icade, which was designing the building
that we have occupied since. We were able to very actively participate
in the design process and were present alongside Icade throughout
its construction.

1, 2, 3 buildings
The Group first had offices in just one building and now occupies
three, which are organized in a U-shape and connected together on
each floor by glass walkways. The complex thus created therefore
forms a vast office space connected by communicating passageways for easier circulation. The large glazed floor areas of the three
buidings offer a luminous work space, reinforced by the high ceilings.
A large central hall opens onto the complex, providing reception and
relaxation areas.

The key criterion: accessibility


The reasons for this choice were the reasonable rent and the accessibility of the site, by metro, bus, car, tramway and soon the RER,
which is much appreciated by our employees. Our employees
also appreciate the green spaces that make the site more pleasant and services such as the company creche, restaurants and
cafeterias. Its all within reach, without having to leave. When it
comes to shops, the nearby avenue de Flandre offers access to
all sorts of shops and stores, which is very handy for shopping.
The fact that the site is secure 24/7 also gives us all peace of mind!,
concludes Jocelyne Rivet.

18

A word from
Jocelyne Rivet,
Head of General Services

We have expanded a lot over the last ten


years. This site has allowed us to adapt the
surface area of our head office accordingly,
by making use of one, and then two,
additional buildings.
We made this decision as we plan to stay
at the Pont de Flandre site for a long time.

We bring life to the city / the expanding city

6,600 m2
The head office of Quick

Groupe Quick
When Quick, one of Europes leading fast-food
companies, was looking for a new site for its French
head office, it very quickly decided on Les Portes de
Paris. The French fast-food group has been operating
there since April 2011.
After having offices in Villepinte, we wanted to move closer to Paris
to be near to new partners in the capital. We also wanted to bring all
of our activities together within the same property complex explains
Gilles Tissaud, Head of General Services for the head office.

A well located site


The site chosen in Saint-Denis met the need to be at the heart of a
economically vibrant city on the move. The close access to roads
and public transport also offered advantages: We wanted to remain
in the same department for the convience of our employees. We
appreciated the access to the A1 motorway and the site is very well
served by public transport, with the Saint-Denis station close by, bus
stops and Vlib stations, as well as Icades free shuttles.

An architectural love at first sight


The quality of the architecture played a central role in the decision
to move to the Parc. The building, a hall built in the Haussmannian
style in the 19th century, was initially a Parisian bread store. The Eiffel framework was retained, as were the gritstone exteriors. It now
provides premises measuring 6,600m2, including 4,700m2 of offices,
800m2 of test kitchens and 600m2 dedicated to the companys
in-house training centre.

Made-to-measure services
The variety and quality of the services offered at the heart of the Parc
were determining factors in Quicks final decision: We appreciated
the buzz created by the shopping centre and small shops set up
there, as well as the six restaurants on site, in addition to the intercompany restaurant. The concierge service has also gained 60new
members from among our 230employees. The various activities
within the Parc make the complex very lively and pleasant. The level
of security also sets it apart.

A word from
Gilles Tissaud,
Head of General Services

Theres the location, the services, and also


the building itself. The well-preserved Eiffel
architecture and the gritstone frontage
make it attractive, and it is one of the only
buildings of this type to have kept its initial
shape despite several successive tenants
that have refitted it each time.

19

icade / Annual Report 2012 Reference Document

Veolia. Architect: Dietmar Feichtinger.

Veolias head office:

45,000 m2
Delivery: Q2 2016

Veolia Environnement
In 2008, Groupe Veolia Environnement, which specializes in water, waste and energy management, planned
the grouping of its three businesses on
a single site. This new head office will soon be built
at the Millnaire park.
Aubervilliers was chosen as this site most effectively met our transport and accessibility requirements for our staff, stresses Edouard
Patino, Group head of real estate and general resources. The public
transport facilities, which at the time were just a pipe dream, have
since fulfiled their promise with the extending of the T3 to Porte de
la Chapelle and the extending of line12 to Aubervilliers. In 2015,
the Rosa Parks station on the RERE line will also be in operation. In
addition, the site offers access to major international transport hubs:
for a global group, being close to Roissy airport and the Gare du Nord
and Gare de lEst train stations is also a considerable advantage.

The symbolism of water


The direct presence of water, with the nearby Aubervilliers basin that
borders our future building, was an important factor, as water management is one of Veolia Environnements traditional businesses. An
image factor reinforced by the visibility offered to the future building: from this location we will be visible from the ring road, which is
important for a Group of our stature.

A building for harmonious living


This real estate project is intended to bring together four head offices that are currently separate. The first goal aimed at is therefore
unification, convergence and harmonious living. The architect
Dietmar Feichtingers concept supports this ambition of being unified within a single U-shaped building quite closely surrounding a
large interior garden. This clear, clean and transparent architecture
gives off an impression of great simplicity, contributing to a pleasant
environment. There are many meeting places, including the interior
garden, the company restaurant, an ampitheatre, a concierge service, a sports hall and, of course, meeting rooms.

20

A word from
Edouard Patino, head of real estate
and general resources.

In the past fifty years there have been


three major urban commercial property
projects in Paris: La Dfense, Javel-Grenelle
and the East of Paris with the Tolbiac,
Massna and Bercy sites. We think that
North East Paris will be the fourth. Here we
have the two conditions needed for the
development of a vibrant district: youth,
with the future Campus Condorcet, and
culture, with the La Villette infrastructure
close at hand.

We bring life to the city / the expanding city

Key project dates


-February 8, 2010: call for projects by Veolia Environnement
for the setup of its Sole Head Office.
-April 2011: choice of the Aubervilliers site.
Dietmar
Feichtinger.

For around fifteen years, Dietmar Feichtinger has been at the


head of an agency of 25 architects from 13 different countries.
This diversity can even be seen in the architectural style specific
to his school and residential buildings created by the architects
team, which favors mixing interior and structural work. As well as
designing many bridges (Simone de Beauvoir walkway, Trois Pays
walkway between France and Germany and the passageway leading to the rock at Mont Saint-Michel), he has also designed numerous offices, cultural centres, school complexes and housing units.

An exemplary and bold project


The drafting of the specifications and the launch of the architecture
competition required project-based preparatory work, bringing all of
the participants to the table: Icades Property Investment and Property Development teams and the local authorities (Plaine Commune
and the Paris and Aubervilliers Town Halls) with the support of consultants specialized in sustainable development and technical aspects.
The collective decision on the final project was founded on several
key criteria:
the architectural boldness of the project: a unique structure, developing employees feeling of belonging, in line with Veolias values
and image;
the buildings blending with the urban environment: an organization
consistent with the densely built area surrounding avenue Victor
Hugo, and a design giving onto the harbour basin and offering a
meeting place between Millnaire 1 and the shopping centre.

-June 17, 2011: signing of the partnership agreement between


Icade and Veolia.
-July 8, 2011: pre-selecting of 12 architects based on their
applications.
-September 7 and 8, 2011: selecting of the short list
of 4 architects based on interviews.
-October 12, 2011: launch of the architecture competition
at Veolia by Antoine Frrot and Serge Grzybowski.
-January 24, 2012: submission of architecture projects.
-From February 2 to March 26, 2012: analysis of the projects
by the technical committee.
-April 3, 2012: submission of the analysis report to Veolia.
-April 20, 2012: presentation of the report to the jury.
-July 31, 2012: target date for the signing of an agreement
between Icade and Veolia on the terms and conditions
of a promise.
-October 31, 2012: signing of a memorandum of understanding
on the producing of blueprints for 45,000 m of office space.
-January 9, 2013: presentation of the project blueprints.
-January 31, 2013: signing of the off-plan lease.

CSR FOCUS
> Energy efficiency
At the start of 2012, Icade launched an architecture competition,
won by Dietmar Feichtinger. The architect was chosen in particular
for the landscaping treatment and energy efficiency of his project,
which are characteristics that were key both for Icade as an investor
and for Veolia Environnement as an operator in the water, waste
management and energy sectors.
A large central patio behind the buildings entrance hall will
allow Veolias employees to leave their offices and benefit from
a private garden overlooking avenue Victor Hugo. Icade plans to
create a belvedere fitted out as a restaurant on a terrace above
the entrance hall. The building, designed in line with the highest
sustainable development standards, aims for 30% higher energy
efficiency (electricity, gas, urban heating and air-conditioning) than
the norm and will be HQE and BREEAM - Very Good certified.
21

icade / Annual Report 2012 Reference Document

The Paris region:


a made-to-measure role for Icade
Icade is heavily involved in the development of North East Paris, experimenting
with new ways to bring life to the expanding city.
Icade is a long-standing Parisian real estate operator, operating
through its three businesses in the Paris region. As a property
investment company, Icade develops corporate campuses offering
office buildings, shops, transport and associated services. Its
complexes connected by a rich and varied transport system create a
new unity between districts that were very much separate previously
and now connect Aubervilliers, Saint-Denis and Paris resulting in a
new economic, social and environmental vibrancy. As a property
developer, Icade is producing 2,000new housing units in the Paris
region (half of its national production) giving priority to the two inner
rings that are the districts emblematic of Greater Pariss development.

Public Partnerships and Greater Paris (see interview). His role is to


coordinate and steer Icades teams in certain flagship Greater Paris
projects and particularly the Contrat de Dveloppement Territorial
(CDT - Regional Development Contract) in order to participate in their
practical implementation.
The second is the increased rate of construction of new residential
property in the Paris region. This significant effort shows the new
vibrancy injected by Icade, although its strategy remains driven
by the commercial property sector. Icade, which still has from
500,000 to 1 million meters squared of building rights on the
land that is owns is studying the construction of several thousand
new housing units with Plaine Commune, the urban community
encompassing the towns of Aubervilliers, pinay-sur-Seine,
le-Saint-Denis, Pierrefitte-sur-Seine, Saint-Denis, Saint-Ouen,
Stains and Villetaneuse.
The third is the combining of Icade and the commercial property
investment company Silic, which should be completed in the first
half of 2013. The new entity should be a market leader in the
4strategic development zones in Greater Paris: in the North the
Plaine Commune district, in the West La Dfense/Nanterre, in the
South Orly/Rungis and in the North East Roissy.

Through property management in particular, Icade focuses most of


its service activity on La Dfense and is proving itself to be an expert
in the management and maintenance of high rise buildings in the
Paris region.
Given its historical and geographical roots in the region, it was natural
for Icade to actively participate in the Greater Paris region project.
In 2012 this involvement took three complementary forms. The
first was the appointment in June of Jean-Pierre Matton as Head of

Some examples of our sites


Roissy Paris Nord
Cergy
Roissy-CDG

Sarcelles

Les Closbilles (Cergy)

Parc dexpositions
Paris-Nord

Le Bourget
Argenteuil

Genevilliers

Aulnay-sous-Bois
La Courneuve
Bobigny

Asniressur-Seine

Nanterre

Centre commercial Le Millnaire


(Aubervilliers)

Paris

Rueil-Malmaison

H2O (Rueil-Malmaison)

Clichy-Montfermeil

Descartes-Noisy

Maisons-Alfort

Bagneux

Versailles

Champigny-sur-Marne

Ivry
Villejuif
Thiais

Le Millnaire (Paris 19e)

Rungis

Saclay

Massy

Orly

Villebon-Courtaboeuf

Tour EQHO (La Dfense)

Evry
Courcouronnes

0 to 50 million
50 to 100 million
>100 million
Business Parks
Property Investment
Office Property
Investment
Property Development
Property Management

Tour First (La Dfense)

22

La Factory (Boulogne)

Tour Montparnasse (Paris 15e)

Le Garonne, Metropolitan
(Villejuif)

L'Opra, Metropolitan (Villejuif)

We bring life to the city / the expanding city

The Parc des Closbilles


operation in Cergy.

Questions to Jean-Pierre Matton,


Head of Public Partnerships and Greater Paris

tor and the other in the private sector,


putting us at just the right distance and
creating just the right balance for us to
communicate effectively with all of the
projects stakeholders.
What are Icades main strengths
when it comes to effectively
contributing to the Paris regions
vibrancy?

Could you give us some examples


of Icade projects that have already
contributed to the development of
the Paris region?

J.P.M: It has many, but Ill mention just


two: first of all, Icade has a great reserve
of land right in the two inner rings of
Paris. This land is of course useable for
the real estate projects that will help
to bring life to Greater Paris, making us
a key player in this project. Our second
asset is our fundamental nature as a
company with one foot in the public sec-

J.P.M: On the other side of the ring road


we are creating nearly a thousand new
housing units through the Macdonald
warehouse operation. In Cergy, with
the Parc des Closbilles operation, nearly
1,000 new housing units will be produced in 3phases. This all helps to meet
the target of 70,000new housing units
in Greater Paris.

Tram Bd McDonald

Vert & O program.

23

icade / Annual Report 2012 Reference Document

The
welcoming city

Herblay (95)
(36 plots) housing unit + 6 houses
Architect: Auffret .

We bring life to the city / the welcoming city

As the city welcomes people of every


age and profile it must offer a large range
of high quality and varied services to
its inhabitants. In shopping, recreation,
education, sport and healthcare, Icade
offers real estate solutions that meet
the many needs of its inhabitants.

cades vision is of an inclusive city. We are innovating and


adapting our property solutions to new living and spending
patterns, as well as the growing demand for property for
healthcare facilities and for a high standard of care.

Through its healthcare subsidiary, for more than 5 years Icade


has been making sustainable investments in clinics, which have
made it the leading property investment company in the sector.
In 2012, Icade further stepped up its investments in clinics, so as
to own a fleet of facilities able to meet todays and tomorrows
public healthcare needs.
In 2011, we opened the Millnaire shopping centre, at Les Portes
de Paris. This new ultra high quality shopping complex, embodied by its outstanding architecture, is now benefiting from the
intensive development of the Portes de Paris, both in terms of
transport services and new inhabitants and users.

CSR FOCUS
> While it is mainly active in commercial property,
Icades operations also include the construction
of public amenities, housing units and
healthcare facilities. It its involved in the
building of the regional hospital complex
in Orlans, which is the 1st French hospital
complex to be awarded HQE certification.
Icade is also involved in twenty or so
environmentally-friendly district projects
across France. As with Les Portes de
Paris, in these projects it implements its
vision of a sustainable city, combining
offices with shops and housing units.

25

icade / Annual Report 2012 Reference Document

Healthcare
Investing for tomorrow
Icade is the leading French healthcare property investor, owning
55 healthcare facilities. By greatly developing its acquisitions and bringing
in new investors in 2012, Icade is proving its long-term vision.
Healthcare is a growing concern for the French. Currently, 54%
of surgical interventions and 36% of hospital stays are provided
by the private sector. Over the past 5 years, Icade has therefore
created a portfolio of 55 healthcare facilities through its subsidiary Icade Sant, mostly specializing in general medicine, surgery,
obstetrics and to a lesser degree follow-up care, re-education and
psychiatry.
Through its investments in the healthcare sector, it is assisting with
the restructuring and concentration of private sector operators,
for whom the outsourcing of property offers greater economic
efficiency. By buying healthcare facilities and leasing them to
operators for a minimum 12-year period, Icade allows them to
increase their healthcare offer and optimize their business model.
For Icade, investing in clinics has a social goal: as a subsidiary of
Caisse des Dpts, the company has a social role to play as a longterm investor serving the general interest. By concentrating its
investments on healthcare areas where needs will grow, and by
giving priority to well-located facilities of a significant size (more
than 150beds for general medicine, surgery and obstetrics), it is
contributing to the development of a supply of high quality healthcare that caters for the needs of the population.

Vedici. Franois Chnieux Clinic. Limoges (87).

These investments are also in keeping with a partnership approach


towards operators: Icade has for instance signed firm leases with
7 tenant clinic operators that it assists with their development.
This growth momentum was strengthened in 2012 by opening up the division to 4 long-term institutional investors (life
insurance). Icade Sant raised 360 million of outside capital,
allowing it to consolidate its position by making 310 million
of investments in 2012.

26

Gnrale de Sant Private hospital. Villeneuve-dAscq (59).

W e bri n g l i f e to t he c i t y / the welcoming city

CIMROR. Mdi-Partenaires
Clermont-Ferrand (63).

Questions to Franoise Delettre,


Icades head of public and healthcare amenities
with them to requests for quotations
for clinics for sale, on the basis that
Icade Sant will be the owner.
What will Icade Sants future
strategy be to continue expanding its territory?

How does Icade assist


its healthcare partners?
FD: Healthcare facilities are purchased
under partnership agreements entailing systematic consultation. Icade
Sant can in this way respond to
requests from operating partners to
outsource the clinics that they own
and above all assist them with their
development projects by responding

FD: This partnership with healthcare


facility operators gives them the
capacity to develop while relying
on a stable partnership and gives
Icade Sant an additional avenue for
sourcing. This makes it possible for
an ambitious investment program to
be implemented with Icade Sants
operator partners without neglecting
market opportunities with other players. This partnership approach will be
continued in the future and will give
Icade Sant the means to achieve its
ambitions while remaining selective.

Icade Sants key figures:

1st property
investor
in the French healthcare
sector

1.7 bn
of assets

55
facilities

9.6 years
Average residual
term of leases

27

A word from
2 healthcare partners

Villar Bruges Clinic (33).

BENOT CHASTAING,
Head of M&A and Development,
Mdi-Partenaires
As the third private healthcare operator by
volume and with one of the highest profit
margins in the sector, we decided to outsource
our real estate to achieve precise objectives:
developing our resources dedicated to
acquisitions, increasing our financial capacity
for our future projects and reducing our debt.
Outsourcing our real estate also allowed us to
refocus on our core business. We wanted to work
with a property investor/developer who would
offer us the benefit of their technical expertise
and their stated ambition in the healthcare
sector, who would assist us with our organic
growth by financing the outfitting and extensions
required for the development of our new
activities, but who might also act as a partner in
acquisitions by assisting with the property aspect.

28

We selected Icade Sant following a request for


quotations in 2011. It stood out as a leading, solid,
expert operator. We wanted to find a partner with
whom we could build a lasting relationship, and
Icade, backed by Caisse des Dpts, came out as
the ideal property investment company. We sold
it our property assets in three phases, the last of
which was completed at the end of 2012, for a total
amount of 450million.
Icade Sant perfectly answered our wish to have
a real partner: we are now working on developing
the potential that lies in our facilities. In the future,
we expect Icade Sant to help us to optimize our
property platform through its expertise in technical
areas such as energy consumption.

We bring life to the city / the welcoming city

Parc Castelnau-le-Lez Clinic (34) .


Tertre Rouge Clinic (72).

EMERIC SERVIN,
Head of property investment,
Crdit Agricole Assurances
As investors, we first of all invested in healthcare property through
nursing homes. We then decided that a further opportunity lay in
continuing with this diversification by looking towards healthcare
facilities. This is why we warmly welcomed the proposed partnership
with Icade to invest with other high quality partners in Icade
Sant. We believe that this is a sector of diversification that is very
complementary with what we have already applied to our investment
portfolio, in a sector that we consider to be strategic. This investment
offers us the attractive returns and valuation that are very much the
determining factors in our property investment policy. Icade Sant is
now showing that it is worthy of all the faith that we put in it.

29

icade / Annual Report 2012 Reference Document

Shops Offering
new experiences
The Millnaire shopping centre includes 56,000 m of shops
and restaurants, inviting visitors to shop at the waters edge.

Le Millnaire, designed by the architect Antoine Grumbach, houses


more than 140retail banners and restaurants of every description
in an exceptional location at the gateway to North Paris. The site
was traditionally occupied by the Entrepts et Magasins Gnraux
de Paris and has kept the bricks and warehouses, while blending
in the modernity of glass, steel and wood. Its location at the
waters edge offers unprecedented access through a river shuttle
connecting it to Paris via the Saint-Denis canal.
Since the start of 2012, the Millnaire shopping centre has
benefited from access to new public transport routes: extending
of metro line 12 with the Front Populaire station and opening of
the T3 with a stop at Porte dAubervilliers. These new routes should
help to increase visitors to the centre, which numbered more than
6 million in 2012, and continue to raise its revenue.
When the head offices of the Ministre de la Justice and Veolia
Environnement move to the site and with the construction of
new housing programs, more than 20,000 new inhabitants and
employees will be residing close to the centre in the next 3years.

The shopping centres terraces.

The shopping centres glass canopy.

Le Millnaire shopping centre. Aubervilliers (93).

The shopping centres esplanade.

30

W e bri n g l i f e to t he c i t y / the welcoming city

Le Millnaire shopping centre.


Aubervilliers (93). Architect:
Grumbach.

environment

Transport

- 28%

Since 2012

The centres energy consumption has been


reduced by 28%, thanks to the overhead
lighting from the glass canopies and the
automatic controlling of light intensity, which
is tripped according to needs and the number
of visitors

Two new routes offer access to the centre


from Paris using public transport:
metro line 12 extended by the new station
Front Populaire,
the T3 Tramway connecting Porte de
la Chapelle to Porte de Vincennes,
via Porte dAubervilliers.

- 30 %
Water consumption is 30% less than that of a
standard centre, thanks to rainwater retention
tanks used to spray the gardens and clean
the common areas

In 2015
the Rosa Parks station, the new stop on
the RER E (Eole) line, will serve the Porte
dAubervilliers.

In 2017

x2
The centre has dual HQE Commerce
and BREEAM Excellent certification

metro line 12 will be further extended


by the stations Aim Csaire and Mairie
dAubervilliers.

31

A word from
4 shop owners at Le Millnaire

Sandra Rousselot, manager


of the Yves Rocher shop and salon
This centre is perhaps the best in the Paris region.
Come here once and youre bound to come back!
It is also a great environment for working in.
I have been here since the opening in April 2011.
40% of my customers are Parisians who work in
the area and inhabitants of Seine-Saint-Denis
department. In the past few months visitors to the
centre have risen. This is probably due to the new
transport routes, which make it easier to access.

32

Lionel Ruen,
hypermarket director, Carrefour
The hypermarket has been at the site since it was
opened in April 2011. We were attracted by its
proximity to the centre of Paris, which is rare, and
the sites overall vibrancy. It is also an attractive,
clear and spacious site.
Our main customers are the inhabitants of
Aubervilliers, but we are seeing increasing
number of Parisians shopping with us, coming
from the 18 th, 19 th and 10 th districts.

We bring life to the city / the welcoming city

Bertrand Ridacker, manager


of the Optic 2000 store
I chose to set up in a shopping centre as it
would bring in more customers than in a city
centre. Its just superb, with very high quality
architecture.
My customers are equally made up of Parisians
who work within the Parc and the inhabitants
of neighbouring towns. I believe greatly in the
development of the local customer base for
the centres future.

Maxime Detrez, human resources manager


at the Flunch Aubervilliers restaurant
Setting up in shopping centres is a major avenue
for development for Flunch. We believe that they
are profitable venues that bring in a constant
stream of customers. So why this shopping
centre? Because it brings us closer to Paris, where
we have only two restaurants, and because
it offers a very high quality environment.
We opened in December 2012 and we are now
the only restaurant open 7 days a week, until
10pm, even on a Sunday, although the centres
other shops are closed. Our customers are clearly
split between two categories: functional diners
who work in the centre and round about, who
come and eat up to 3-4pm, and then more family
groups after 4pm and in the evening.

33

icade / Annual Report 2012 Reference Document

The innovating city

34
Spi West. Lyon (69).

We bring life to the city / the innovating city

Icade assists all of the citys players


with their management of new urban
challenges, including adaptation to families
new living patterns, the integration of
seniors and the wish of companies to
develop a virtuous environmental approach.
This focus on innovation reaches down into
the very core of its organization.

omorrows city is being designed today: Icade upholds this


conviction in developing an ambitious innovation policy.

This was proven by three areas of innovation in 2012:


Real estate innovation: to cater for the increase in dependency,
the new living patterns of families and the late departure of children
from the parental home, Icade has developed the Patios libert
and BIHOME concepts.
Environmental innovation: the need to reduce energy costs is
prompting companies to rethink their property decisions, their living
patterns and their pattern of consumption at work. Icade advises
them and guides them, notably by helping them to look ahead to
the future rollout of the green lease, with very positive results in
terms of reducing consumption.
Process and governance innovation: an innovative company is
also a company that knows how to make pioneering decisions. For
several years, Icade has pursued a policy of increasing the number
of women in its governance bodies, which currently puts it in the
vanguard on this issue.

CSR FOCUS
> Innovating by renovating is the objective
that Icade has set itself by launching the BBC
Renovation labelling of several of its assets. In 2012,
two of its main renovations were awarded this label:
Le Beauvaisis at the Pont
de Flandre and Eqho at La Dfense.
Icade also provides innovative solutions to
assist its tenants, particularly including the
environmental appendix to the lease that it signs
with companies, based on actual consumption
figures rather than theoretical estimates.

35

icade / Annual Report 2012 Reference Document

Laboratory for new trends


Always ahead of the environmental regulations.
In 2012, Icade developed new offers that anticipate
and amplify future standards.

An unprecedented HQE Urban Development


agreement with Cergy-Pontoise
In September 2012, Icade and the town of Cergy-Pontoise announced the signing of a HQE Urban Development agreement on
the operational launch of the Parc des Closbilles urban development project. The aim of this project managed in close collaboration
is to create a residential area that is exemplary in terms of sustainable
development, and is bold and innovative on the scale of an urban
district. The operation proposes unprecedented solutions promoting generational diversity, energy efficient buildings, efficient water
management, environmentally-friendly construction, living comfort,
the effective management of spaces and the introduction of green
governance to guarantee effective and sustainable management.
The environmental ambition developed by Icade is reflected in certification and labelling programs for the whole of the project: HQE
Urban Development, certified by Certiva, NF Logement dmarche
HQE, BBC Effinergie+ (RT 2012), H&E and Qualitel.

Pierre & Vacances, first assessment


for the "green" lease
There has been a relationship of trust between Icade and Groupe
Pierre&Vacances for more than 10 years. The company chose to
set up its offices in premises newly built by Icade, in 2000, at the
Pont de Flandre site. As for any floor area exceeding 2,000m2 the
GrenelleII law requires the signing of a "green lease" as from January
1, 2012, the two companies, wishing to improve their environmental
performance, decided to get ahead of schedule. An environmental
appendix was therefore concluded in 2009. This committed the two
companies to conducting an audit of energy and water consumption and estimating the buildings waste production. It also required
mapping of the buildings technical equipment. Finally, it required
the implementation of action plans to reduce water and energy
consumption and reduce waste production. Three years later, and
without any improvement works, the performance achieved is remarkable! Energy and water consumption have been reduced by
20 and 24% and waste production by 20%. This is all due to simple
initiatives, such as stopping lighting buildings at night.

36

The HQE Urban Development agreement signed with


the town of Cergy for the Closbilles real estate program.

Le Parc des Closbilles:

7.5 ha
55,000 m2 of housing units
863 housing units and residences
A park covering

(1)

(1) 401 collective housing units available for purchase,


83individual housing units available for purchase, 77 institutional
rental collective housing units, 1subsidized age-inclusive
residence with 79 housing units, 1 subsidized student residence
with 143bedrooms, 1 business residence with 80 housing units.

CSR FOCUS
> As part of its energy efficiency policy,
Icade has introduced environmental
mapping (energy, carbon, water
and waste) of its office assets.
This detailed mapping covering the
significant buildings included in Icades
property assets provides information
about the consumption levels of each
building and the buildings energy,
water and waste equipment. This gives
Icade a real and measurable basis for
assessing the environmental condition of
its property assets so that it can devise
possible corrective actions and priorities
in terms of environmental performance
for the next few years, drawing on the
environmental appendices (green
leases) put in place with its tenants.

We bring life to the city / the innovating city

With the Bihome and Patios


libert solutions, Icade has
become a pioneering player in
new residential living patterns
for families and seniors.

Social changes: adaptable housing


The ageing of the population, the loss of independence of seniors,
and also the housing difficulties obliging young people to stay in the
parental home for longer are, for Icade, all social changes that have
a major impact on the way in which residential property is designed.
This property must adapt to new ways of living together and make
the daily lives of its occupants easier. Two projects started in 2012
perfectly embody this state of mind. The first, "Patios libert, offers
a new generation of housing units/homes that maintain the independence of their inhabitants while adapting to their needs given
reduced mobility.
The second, Bihome, is a housing concept designed to adapt to
the changing living patterns of their owners. It consists of a main
apartment to which a second living space is added that has its own
facilities and is intended to house a loved one or student or to be
used for working from home. This space has two entrances: one
that gives directly onto the apartment and a second entrance that
is completely independent.

Patios libert

Pierre-Marie Chapon,
Head of research - Mdico-social Division

Towns and ageing: Icade shares


its expertise with the UN
In November 2012, Pierre-Marie Chapon, head of
research within Icades medico-social division, was invited by the United Nations Economic Commission for
Europe (UNECE) at the UNs head quarters in Geneva to
present a report on the Ladaptation des villes au vieillissement: enjeux damnagement et de gouvernance
(The adapting of towns to ageing: urban development
and governance challenges), which he coordinated on
Icades behalf for the Strategic Analysis Centre.
37

A word from
4 architects

38

Le Garance
Brigitte Metra, architect

The T6 project Panorama


Marc Mimram, architect

In designing Le Garance, a mixed property project


at the heart of the 20th district of Paris, Brigitte Mtra,
architect and urban developer, prioritized blending
with the urban environment.
What makes Le Garance innovative is above all that
it is one of the largest urban mixing projects in Paris
with a unique, integrated architecture and 84,000 m2
of built floor areas combining 5 functions: a bus centre
comprising two basement floors able to accommodate
nearly 190 vehicles, a maintenance workshop on
the ground floor, all for the RATP, a school, a creche,
30,000m2 of office space and shops giving onto a very
large garden. This is also a major first as it is the first time
that permission has been given to build in the city centre
above a bus depot with a fuel station. What is remarkable
is that, despite the extreme complexity of the project,
there is a wish shared by all of the players (the RATP,
Icade, the Mairie de Paris and the architect) to work well
and very constructively together.

Marc Mimram designed the building/


bridge project the Panorama, a 25,000 m2
building housing offices and shops in
the 13th district of Paris.
The Panorama has four innovative components
that coexist in a balanced and consistent way:
the urban component, with a building designed
to benefit from the urban horizon; the technical
component as a building had to be built above
ground level, crossing a 58 m span; the use
component, with double aspect spaces, multiple
terraces, loggias, balconies, outdoor extensions
that are also living and work spaces; and finally
the environmental component, all of the
structures being organized according to the suns
path. We there had four conditions which, when
brought together, were a source of creativity.
I should add a fifth component: partnership.
Thanks to the client, Icade, the technical
condition wasnt just a constraint but was also
able to drive innovation.

We bring life to the city / the innovating city

AMBRE & OPALE


Marc Favaro and Damien Poyet, architects

ILOT E
Olivier Fassio and Jean-Brice Viaud, architects

The partners in the Lyons-based agency AFAA


Architecture designed the "Ambre" building,
which is a cornerstone of the development
of the future Les Girondins business park in
the Gerland district.
Ambre is an office building that we designed
in relation to its urban setting on one of Lyons
main avenues, which is very busy and enlivened
by a square, which our building gives onto.
We decided to express this specific sequence
through a vertical structure in five blocks, offering
innovative and open spaces. There is a great deal
of natural light inside the building, which reaches
to the generously-proportioned common areas,
as well as the work spaces, through the use
of large windows and air-permeable frames.

These are the designers of Ilot E, an office building


that will soon be built at the Portes de Paris site, in
Saint-Denis. One of its unique features is its combining
of wood and concrete, through an innovative
construction technique.
Ilot E is first and foremost an office building with a
28,300 m2 floor area on 6 floors, which will ultimately
accommodate 2,300 employees. It also represents
a technical first in France on this scale with a design
that combines wood and concrete according to new
proportions and uses. Wood offers many advantages:
it is of course very efficient in terms of its carbon
footprint, it allows us to lay out offices without false
ceilings that therefore have a good ceiling height and
also keeps the worksite dry and clean as all of the
wooden parts are prefabricated in a workshop. Finally,
it also allows us to reduce the construction time. We
decided to showcase this use of wood on the frontage,
which isnt usually done as wood ages. To maintain its
attractive appearance over the long term, we designed
a double skin by protecting it with glass, which makes
the whole structure visible.
39

notre vision pour la ville de demain

Pushed Slab. ZAC de Rungis.


Paris (75).
Architect:
Winy Maas, MVRDV.

13/14

Businesses
and results

42 / Property Investment: a proven model


45 / Property Development: a backlog maintained in a difficult environment
47 / Services: a streamlined scope
48 / 2012 key figures: a sharp rise in net current cash flow (+13%)

icade / Annual Report 2012 Reference Document

Property Investment:
a proven model
The property investment business performed particularly
well in 2012 given the subdued economic climate.

Le Millnaire 3 and 4. Paris (75). Architect: KPF.

Office assets: five performance boosters


1. Excellent commercial momentum
In 2012, Icade signed 71 new leases, covering nearly
73,400m2 (including 60,000 m of strategic assets)
and representing 20.8 million in headline rents. Icade
therefore achieved commercial success in terms of its
main assets delivered and currently being leased.
Icade has continued with its rental policy in 2012,
which consists of offering its primary tenants the
possibility of renewing their leases in order to secure
sustained cash flows. This asset management work
resulted in the signing of 23 leases for 76,700 m.
The plans by the Ministre de la Justice and Veolia to
set up their offices in the Parc du Millnaire were also
confirmed in 2012. By 2015, new buildings such as the
Millnaire 3 should therefore be constructed to host
42

a large proportion of the staff at the Ministre de la


Justice. This new 32,000 m2 complex, designed by the
New York firm KPF (Kohn, Pedersen & Fox Associates),
will cater for around 1,600 employees on 7 floors. The
project is based on an atrium protected by a glass roof,
at the base of which all of the services will be grouped
together (lobbies, restaurant, cafeteria, concierge
service). It has HQE and BREEAM -Excellent
certification and will also be labelled BBC.
An off-plan lease was signed on January 31, 2013
for the delivery of 45,000 m, bringing together all
of Veolia Environnements existing sites at the Parc
du Millnaire complex, at Porte dAubervilliers. Veolia
Environnements new head office, whose delivery is
expected in mid-2016, will provide office space for
more than 2,000 people. This building, which meets

businesses and results / Property Investment

the best sustainable development standards and was


designed by the architect Dietmar Feichtinger and
developed by Icade, will have HQE and BREEAM
certification.

block sale of 495 housing units in pinay-sur-Seine


(93) and the signing of a promise to buy in January
2013 relating to the block sale of 849 housing units
in Sarcelles (95).

2. A continued active disposal policy


In 2012, Icade continued its active policy of disposing of
non-strategic assets, including logistics, international
and residential property. Icade is stepping up the
disposal of its warehouse portfolio and its disposals
in Germany and is continuing to sell its residential
property so as to focus on two asset portfolios:
a portfolio of strategic assets: offices in the Paris
region and business parks in the North East of Paris;
a portfolio of alternative investments: clinics and
shopping centres.

3. Icades business parks become


more accessible
2012 saw the appeal of Icades business complexes
increase, particularly thanks to the opening of the
"Front Populaire" metro station, offering direct access
to the Parc du Millnaire and the Parc des Portes
de Paris. The extending of the T3 tramway line to
Porte dAubervilliers also brings the parks residents
to within a few minutes of the station. In 2015, the
opening of the new RER E station serving Porte
dAubervilliers and the extending of metro line 12 by
2017 will make the Parcs du Millnaire and Portes de
Paris even easier to access.

Icades continued refocusing on office assets is also


shown by the disposal of non-strategic assets in the
serviced accommodation, residential property and
security fields:
sale in March 2012 of Icade Rsidences Services,
a company specializing in managing student
residences;

Property assets mostly composed of offices and business parks


in the most buoyant areas of the Paris region.
Western CRESCENT

inner
ring

1,007m

1,408m

La Dfense

707m
Paris

1,069m
Germany

6,593m

outer
ring

total value
of office assets

358m

at Dec 31, 2012

PROVINCES

1,811m

233m

43

icade / Annual Report 2012 Reference Document

Veolia. Aubervilliers (93)


Architect: Dietmar Feichtinger.

4. Healthcare: momentum boosted


by new investors
Since it was created in 2007, Icade Sant has become
the French market leader in healthcare property
investment with 55 facilities managed by the 7 most
prestigious operators, worth more than 1.7 billion
in assets.
At the start of 2012, Icade opened up its subsidiary
Icade Sant to investment in the amount of
250million by institutional investors including Crdit
Agricole Assurances and BNP Paribas Cardif.
A further capital increase in the fourth quarter of
2012 generated an additional 110 million from
its existing shareholders and a new institutional
investor, Groupe Macif.
These successful operations involving such solid
investors prove the success of this development.
This diversification offers Icade a large cash flow
that can be used to finance new business park
developments.

44

In 2012, total acquisitions came to 310 million and


included the acquisition of 11 healthcare facilities.
These assets (173,000m2 - 2,100 beds) are subject
to firm leases of 12 years, signed with the operators
Mdi-Partenaires (the 3rd largest group of private
hospitals in France, operating more than 25 clinics),
Vedici and Cliniple. These transactions allow Icade
to continue its development and diversification based
on rental in the healthcare sector.
These new acquisitions form part of the investment
strategy that Icade is operating in the healthcare
sector (a strategy of building up an attractive
portfolio in terms of net yield, with several operators
and therefore with enough diversification to limit
rental risk). The acquisitions also complete Icades
nationwide coverage, with a total portfolio of 9,600
beds and a floor area of nearly 780,000 m.
5. Consolidation of the model
The combining of Icade and Silic, planned for 2012,
is subject to legal proceedings that are delaying its
completion. Preparations were nevertheless made in
2012 for the future organization, with the assuming
of Silics chairmanship by Caisse des Dpts and the
holding of 4 seats on the Board of Directors by Icade.
The effective combining of Icade and Silic opens up
the perspective of an entity with nearly 10 billion of
assets, around 80% of which are accounted for by
business parks and offices.

businesses and results / Property Development

Property Development:
a backlog maintained
in a difficult environment
Given the uncertainties over what will replace the current tax measures
(such as the Scellier law), in 2012 the property development businesses
continued to refocus their residential activity on block sales.

Des Jardins en ville. Saint-Fargeau-Ponthierry (77).

Residential property development


At December 31, 2012, reservations stood at 4,394
housing units and plots (including 2,000 block housing unit reservations by institutional lessors, in other
words nearly 40% of reservations).
This performance validates a model built on two pillars:
- a selective policy consisting of maintaining margins
rather than revenue when an operation is launched,
by raising the bar ever higher for pre-letting requirements (to 50%);

- a lower share of individual buyers/investors in the


client portfolio (30% on average for Icade).
Sales to first-time buyers nevertheless remain at the
heart of Icades development activity. It is developing
operations dedicated to these clients.
As the result of a prudent pre-letting policy, 5,697 residential properties and building plots were let during
2012 compared with 6,874 in 2011.
The backlog has risen from 1,027.9 million in 2011 to
1,081.6 million in 2012, representing a 5.2% increase.

45

icade / Annual Report 2012 Reference Document

The property portfolio of housing units and building


plots is 7,675 plots (8,135 plots at December 31,
2011) with potential revenue estimated at 1.8 billion
(compared with 1.6 billion at December 31, 2011),
an 8.5% increase in value compared with December
31, 2011. Production under development represents
approximately 2 years activity.

Commercial property development


In an uncertain economic environment the market is
proving resilient, but is becoming very selective and
concentrated on the best assets.
Office assets and shops:
Against this backdrop, Icade nonetheless continued
its efforts, signing the following contracts:
- Joinville (94): off-plan sale of the Urbagreen building
in Wereldhave (18,950 m of office space) on which
work began in the first half of 2012 ;
- Nantes (44): off-plan sale of the Le Viviani building
(6,271 m of office space) to the City of Nantes and
the Conseil Gnral;
- Guyancourt (78): off-plan sale of the Start building
(30,241m of office space) to SCOR;
- Paris 19th: off-plan sale of the office part of the Paris
Nord-Est project and joint development with BNP
Paribas (27,600 m).

- the active marketing of the floor space with the


signing of the Bleu Capelette shopping centres
cinemas in Marseilles.
Public and healthcare amenities:
In terms of large projects, Icade won the request for
quotations for the "Espace Ocan" urban project in
St Denis de La Runion (83,000 m of housing units,
shops, offices, hotels and public amenities) and signed
the concession agreement in May 2012;
In PPPs, the large Cit Sanitaire project in Saint
Nazaire was delivered on schedule in early 2012.
Work on the Paris zoo, which will be delivered in
2014, continued according to schedule. However,
the Campus university projects due to be launched
in 2012 are subject to an audit moratorium imposed
by the Ministry.
In Healthcare, and despite the slowdown in hospital
funding, large hospital projects continued on
schedule (Orlans, Dunkerque, Melun, Pointe--Pitre,
Fort-de-France and Nouma).
In 2012, Icade continued its strong growth in the
medical-social sector and residential assistance for
seniors with the signing of nursing home development
contracts: Le Havre, St-Nazaire, Angoulme and Err
(Dept. 66) are the largest projects.

In the Shops business note:


- the launch of studies for the Espace Ocan complex
project in Saint-Denis in La Runion;

Residential property

COMMERCIAL PROPERTY

4,394

OFFICES and shops:

Housing unit reservations


and plots

1,082m
Backlog

3,256

Selling price per m

381m
Backlog

312,500m

Portfolio of projects under development

578,600m

Portfolio of projects under preparation

Healthcare facilities:

111,500m

Portfolio of projects under development

87,200m

Portfolio of projects under preparation

46

businesses and results / Services

Services:
a streamlined scope
The service businesses were expanded this year with
the creation of Icade Asset Management.

Tour First
La Dfense (92)

In 2012 the Service division refocused on the office


business line and on major institutional clients. Hence
the sale in March 2012 of the serviced accommodation activity, for instance, allowed the business to
concentrate on two central business lines: property
management and consultancy.

Property management
Through its property management business line,
Icade provides the operational management of real
estate assets for its clients.
- Management agents for commercial properties:
Icade handles all of the technical, financial, and
environmental issues relating to its clients assets. The management agent activity represented
1,416,000m in 2012.
- Property asset management: Icade maximizes the
rental, technical, financial, administrative, legal and
accounting management of its clients assets nationwide. The property asset management activity
represented 2,550,000 m in 2012.
Overall, the property management business dealt
with 4,200,000 m2 of assets under management,
including 500,000 m at La Dfense (Tour First/ Tour
Franklin), in 2012.

Consultancy
Icade offers a property consultancy approach that
combines strategic and implementation aspects,
easier decision-making and long-term assistance for
its clients, who include investors, public and private
operators, final users, and social housing and commercial operators. Icade works with public and private key
accounts on large-scale and increasingly complex projects and has developed specific skills in the analysis,
restructuring and processing of property information.
In 2011, Icade expanded its services by incorporating
asset management for third-parties. Several contracts
were signed by Icade Asset Management in the course
of 2012 for office buildings such as the Farman,
Libert II, and a building on rue de lUniversit with a
net floor area of nearly 98,000 m.

47

icade / Annual Report 2012 Reference Document

2012 key figures: a sharp rise in net


current cash flow (+13%)
Revenue

EBITDA

Icades revenue was 1,499.3 million at December 31, 2012


compared with 1,492.0million at December 31, 2011.

The EBITDA came to 384.5 million at December 31, 2012, as opposed


to 355.5 million at the same date in 2011. This breaks down as follows:
84.0% from Property Investment, 17.9% from Property Development,
1.4% from Services and (3.3)% from Other activities.

Icades consolidated revenue at December 31, 2012 breaks down


as follows: 26.7% from Property Investment, 71.4% from Property
Development, 4.2% from Services and (2.3)% from Other activities.

The EBITDA to revenue ratio of the Property Investment division was


80.8% at December 31, 2012, versus 78.7% at December 31, 2011.
2000
This improvement
is the result of the increase in the percentage
of commercial assets, whose EBITDA/revenue stood at 84.3% at
December 31, 2012.

Revenues from commercial assets increased by 11.4% versus 2000


December 31, 2011, standing at 377.2million at December 31,
2012. This growth comes mainly from structure effects (acquisitions
of healthcare assets, deliveries of office and shopping centre assets),
1500
as well as from letting in 2011 and 2012.
1500 The 15.9% fall in the EBITDA of the Property Development Division is
explained by the booking of significant cost overruns relating to the
The revenue from the Property Development division at December development work on the PNE project (representing 7.3 million)
31, 2012 was down 35.6 million compared with the same period and a 4.0 million reduction in the Residential Property Development
1000 contribution to EBITDA between 2011 and 2012.
in 2011, including 70.7 million for the Residential Property 1000 businesss
Development business, mainly due to a 5.9% fall in the number of
plots developed compared with December 31, 2011, and offset by The Service divisions EBITDA at December 31, 2012 fell by 52.4%
a 45.2 million increase in the Commercial Property Development versus December 31, 2011. The contribution to EBITDA atDecember
500of the companies disposed of in 2011 and 2012 represented
business following the launch in the first half of 2012 of new 500 31, 2011
development projects.
4.4 million.
The Service divisions turnover was down 46.7 million compared
with December 31, 2011, mainly due to the disposal of student
residence management activities in France and Spain in 2011 and
early 2012 (loss of revenue of 42.8 million).

Net current cash flow


0

Revenue (in millions of euros)

EBITDA (in millions of euros)

2000

2000

1,492
1500

364

120

500

500

+ 0.5 %

1500

0 its announcement when the 2011 results were published,


In line with
Icade achieved double-digit growth in its net current cash flow in
2012. This increased by 12.5% to 251.4 million at December 31,
2012, further illustrating the strength of Icades model.
mm de dnivel
2,5 mm de2,5
dnivel

+8%

1,499

120

384

355

100

100

400

400

+ 10 %

400

80

80

+ 13 %
300

300
1000

1000

60

287

- 3%

1,106

200

200

1,071

60

323

40

40

500

500

100

100

- 16 %

20

82

110

63
(34)

0
(88)

2011
Property
Investment

48

2012
Property Development

Services

2,5 mm de dnivel
dnivel

intra-group
Others (Icade SA and2,5
mm de
inter-business line).

69

11

0
(24)

(13)

2011

2012

Property
Investment

Property Development

Services

Others (Icade SA and intra-group


inter-business line).

120

20

businesses and results / 2012 key figures

Debt

This performance is mainly due to the growth of the Commercial


Property Investment business related to commercial successes
in 2011 and 2012 and a significant increase in the volume of
investments in the healthcare sector in 2011 and 2012 (combined
total of 710 million). The increased financial expenses can mainly
be explained by the rise in the financial debt due to the financing of
investments, partially offset by the fall in the average cost of debt.
The fall in the current tax liabilities is mainly related to the fall in the
taxable income of the Commercial Property Development Division.

At December 31, 2012, Icades net debt stood at 2,725.4 million


(compared with 2,690.9 million at December 31, 2011). In 2012,
Icade increased its laibilities with:
- The signing of a club deal of 1,550 million euros in July 2012,
divided into three tranches. This financing structure, in line with
the profile of the future Icade/Silic combined entity, has enabled
Icade to streamline its debt repayment schedule, while extending
the average maturity of its debt and strengthening its financial
structure.

NAV
Icades assets come to 6,849.7 million excluding duties, compared
with 6,727.3 million at the end of 2011, i.e. a change of 122.4million
over 2012 (+1.8%). This valuation only incorporates the secure and
funded share of the business parks development potential. At
constant structure, the value of the commercial assets drops by
1.6%, due notably to the value adjustment of the Tour EQHO.

- The signing in December 2012 of a 12-year mortgage loan against


its Parc du Pont de Flandre, demonstrating the appeal of business
parks. This raised 200 million from a leading market insurer,
extending the average maturity of Icades debt by six months and
confirming the Groups desire to diversify its funding sources.
- The 360 million share capital increase carried out based on the
NAV by leading institutional investors in Icade Sant.

At December 31, 2012, the EPRA single net asset value was
4,399.7 million, i.e. 84.7 euros per share, down 3.1% compared
with December 31, 2011, and the EPRA triple net asset value was
4,190.1 million, i.e. 80.7 euros per share, down 3.6% compared with
December 31, 2011.

Net current cash flow (in millions of euros)(1)


251

8000
250

223

6,129

200

150

150

100

100

6000

6000

5000

5000

4000

4000

3000

3000

2000
50

50

8000
1000
0
7000

2011

7000

6,850(2)

+ 1.8 %

6727(2)

+ 10 %

2012

(1) IFRS data restated in 2010 for non-recurring measures


relating to the disposal of residential property (15 million)

6000
5000
4000
3000

6000

1,000

1,317

5000

830

4000

370

1,416

3000
8000
2000
2000
8000
7000
2,513
1000
7000 1000
6000
0
0
6000
5000
2010
5000
Property assets
Non-Strategic

4000
3000

2000

2000

1,725

8000

437

7000
1,542

8000

6000

7000

5000

2,567

6000

4000

5000

3000

2011
Health

4000

Shops and shopping


centres:

4000 valued at their appraisal value.


(2) Buildings
3000

687

864

Strategic and Alternative 90 %

190

2010

7000

(2)

+ 12.5 %
200

7000

Change
the total asset value
8000 in8000
(in millions of euros, excluding duties)

Strategic and Alternative 87 %

250

300

Strategic and Alternative 84%

300

Icades financial structure is solid with a stable LTV ratio of 39.8% and
no covenant-related issues.

1,570

2,426

2012

2000
Business
parks

3000

1000

2000

1000

442

Offices
France

49

53 / Management Committees
54 / The Board of Directors
56 / Leveraging talents at Icade
58 / A word from... 4 employees

Transparency,
responsibility,
commitment,
the men and women of Icades governanceteam use
their expertise in supportofour convictions.

icade / Annual Report 2012 Reference Document

Icades
Governance team
The six members of Icades Executive Committeeare well-known
in the sector, andallhave the experience, professionalism andskills
required for Icades expansion.
1. Nathalie Palladitcheff,
Head of finance,
legal matters and IT and head of
the Property Services division;
2. Serge Grzybowski,
Chairman and Chief Executive
Officer of Icade;
4.

5.

6.

3. Marianne de Battisti,
Head of key accounts,
institutional relations
and communications;
4. Corinne Lemoine,
Head of human
resources;
5. Herv Manet,
Head of the Property
Development division;

1.

52

2.

3.

6. Dominique Beghin,
Head of the Commercial
Property Investment division and
international business.

Transparency, responsibility, commitment / Management Committees

Management Committees
The Executive Committee
The Executive Committee meets every
week to address matters relating to Icades
finances, organization, clients and staff.
It also systematically reviews ongoing
projects.

The Coordination Committee


The Coordination Committee is a crossbusiness body working alongside the
Executive Committee. This committee is
a thinktank and a forum for discussions,
proposals and for the bottom-up and topdown information sharing. It meets 4 times
a year and for a 2-day annual seminar.
The Coordination Committee meets to discuss the Companys strategy and guidelines,
developments in operational activities, business acquisitions and disposals and synergies between companies within the Group.

The Commitments Committee


The Commitments Committee is responsible for examining and giving its opinion
on all of the investment and divestment
commitments of Icade and its subsidiaries,
whether on or off the Group balance sheet.
It meets twice a month and whenever circumstances dictate.

The Risks, Rates, Cash Flow


and Financing Committee

the outlook for our current commercial


property development activities.

The Risks, Rates, Cash Flow and Financing


Committee is responsible for studying
the Companys refinancing and rate-risk
hedging policy and relations with banks
and financial market players, and deciding
upon them. It is responsible for monitoring
asset/liability management, allocation of
the companys resources and market risks
in the event of investment (credit, interest
rate, etc.). It also monitors macroeconomic
indicators and market factors affecting
Icades business sector as well as the financial activity indicators of Icades cash and
debt sectors. It meets once a month.

This Marketing Committee is chaired by


Serge Grzybowski.

The Information Systems


Committee
The role of the Information Systems Committee is to assess the utility of the various
subsidiaries key projects involving the
development or creation of business and
financial applications and the integration of
these applications in order to have a coherent overview of the information system. It
meets at least once a year and as often as
necessary during the year.

The Marketing Committee


The cross-business Marketing Committees
meets twice monthly, bringing together
members from all of the business lines
and Icades Key Accounts Department to
examine:
the approaches made to key accounts
(including CAC 40 companies),
the initiatives targeting potential users of
rental assets,

Sustainable Development
Committee
The Sustainable Development Committee
is tasked with steering the Groups sustainable development policy, ensuring its
appropriation by the operating teams and
that the policy keeps pace with market developments. It coordinates the monitoring
of the Groups program of sustainable development initiatives, reviews its progress every
six months and looks at related indicators. It
manages forward-looking studies aimed at
gaining a better understanding of customers sustainable development expectations
and needs and of foreseeable changes to
regulatory frameworks. It oversees the running of demonstration projects and makes
recommendations with regard to priority
training programs. It holds five meetings
per year.

The Human Resources Committee


The Human Resources Committee usually
meets every two weeks to discuss human
resources matters within the Group and
particularly the monitoring of major current projects, information about current
transfers, recruitment, legislation and legal
aspects, training and the introduction and
monitoring of procedures.

53

icade / Annual Report 2012 Reference Document

15 directors, 6 of whom are independent

Serge Grzybowski,
Chairman and Chief
Executive Officer

Antoine
Gosset-Grainville,
Deputy Managing
Director, Caisse
des Dpts

Christian Bouvier

Benot
Faure-Jarrosson,
Financial analyst and
independent director

Nathalie Gilly,
Director of banking and
trust services, Caisse
des Dpts

Thomas Francis
Gleeson

Olivier Mareuse,
Chief Financial Officer,
Caisse des Dpts

Alain Quinet,
Deputy Managing
Director, Rseau Ferr
de France

Benot Maes,
GroupChief Financial
Officer, Groupama, and
independent director

Jean-Pierre Faugre,
Chairman of the Board of
Directors, CNP Assurances

Marie-Christine
Lambert,
Management control
director, France Telecom/
Orange Group, and
independent director

Olivier de Poulpiquet,
Vice Chairman, Morgan
Stanley Real Investing,
and independent
director

Ccile Daubignard,
Head of Group Strategy
and M&A, Groupama,
and independent
director

Cline Scemama,
Head of the property,
forests, capital
investment and financial
holdings portfolio
intheFinance Division of
Caisse des Dpts

Independent director

Sabine Schimel,
Director of Development,
subsidiaries and holdings,
Caisse des Dpts

54

Transparency, responsibility, commitment / The Board of Directors

The Board of Directors


The Board of Directors decides on Icades
business strategies and ensures that they
are implemented. Subject to the powers
expressly reserved for shareholders meetings and within the limit of the corporate
purpose, it addresses all questions relating
to the due and proper functioning of Icade
and settles matters concerning it through its
deliberations. The Board of Directors meets
at least twice a year and whenever required
in the corporate interest. Icades Board of
Directors met eight times in 2012.

Board of Directors committees


The Board of Directors has created three
specialist committees to support its work.
The committees have a consultative role and
perform their role under the responsibility
of the Board of Directors in the fields within
their remit. The committees are composed
of between three and five people, chosen by
the Board of Directors from among its members; for the Audit, Risk Management and
Sustainable Development Committee, twothirds of the members must be independent
directors; the Appointments and Remuneration Committee must be composed of a majority of independent directors. Members are
appointed in a personal capacity and cannot
be represented by proxy.

Appointments and Remuneration


Committee
RESPONSIBILITIES: The Appointments

and Remuneration Committee is responsible for assessing applications for the


appointment of corporate officers and for
making suggestions as regards their remuneration. It is involved in establishing the
Companys employee profit-sharing policy
and for making suggestions on decisions
to grant subscription and/or purchase
options for the Companys shares to all or
some of the employees and on the free
allocation of shares.

based and with the rules of conduct that all


of its employees must apply. Among these
values are Icades specific responsibilities
as regards protecting and improving the
environment and sustainable development.
MEMBERS: The members of the Audit, Risk

Management and Sustainable Development


Committee are: Benot Faure-Jarrosson
(Chairman and independent director),
Marie-Christine Lambert (independent
director) and Sabine Schimel.

MEMBERS: The members of the Appoint-

ment and Remuneration Committee are:


Antoine Gosset-Grainville (Chairman), Benot
Maes (independent director) and Olivier de
Poulpiquet (independent director).
The Audit, Risk Management and
Sustainable Development Committee
RESPONSIBILITIES: The Audit, Risk Man-

agement and Sustainable Development


Committee is responsible for ensuring the
accuracy and truthfulness of Icades annual
and consolidated financial statements and
the quality of its internal auditing and the
information provided to shareholders and to
the markets. It assesses significant risks and
ensures compliance with the individual and
collective values on which Icades activity is

Strategy and Investment Committee


RESPONSIBILITIES: The Strategy and

Investment Committee is responsible for


examining any company investment or
divestment projects exceeding 50 million
(including property development projects)
and any acquisitions or investment disposals exceeding 30 million. It examines the
organic growth policy and the Group policies considered to be strategic by the Board
of Directors.
MEMBERS: The members of the Strategy
and Investment Committee are: Serge Grzybowski (Chairman), Christian Bouvier,
Jean-Paul Faugre; Olivier de Poulpiquet (independent director) and Cline Scemama.

CSR FOCUS
> Icade gets ahead of the regulations.
With 49% male employees and 51% female
employees, Icade already has a good balance
between men and women in its workforce.
Many French companies obey a limit in terms
of gender parity in governance bodies and
particularly on their Boards of Directors.
The Cop-Zimmermann law on gender parity
of January 2011 provides for the introduction
of quotas so that women make up 20% of
management bodies by 2014 and 40% by 2017.
At Icade this level was already 36%at the end of
2012 as 5 women sit on the Board of Directors,
including two independent directors.

55

icade / Annual Report 2012 Reference Document

Leveraging talents at Icade


How exemplary a company is can be measured above all through
the commitment of its employees to sharing the responsibilities
and convictions that give the companys activities their meaning.
Icade daily undertakes to train, inform, develop skills and promote
equal opportunities between the 1,712 men and women that make
up its dynamic pool of talent.

Training program

Equality in the workplace

Contributing to the Groups performance by developing our


employees skills.

Icade strives to maintain a balance between the work and home


life of its employees through measures such as the possibility of
part-time work, the maintaining of an employees salary when he
is on paternal leave and the organization of career interviews for
employees going on maternity/paternity leave.

Due to changes in the professional environment, the performance logic and adaptation to the market, the professional skills
and practices of Icades employees require constant adjusting. To
achieve this end, Icade has implemented a training policy open
to all of its employees, determined based on the summary of
the annual employee appraisals with their managers and staff
reviews by the management. In 2012, 82.7% of employees had
appraisals. This is an opportunity for discussion and sharing used
to assess skills, define training needs, consolidate career development wishes and also promote transfers within the Group.
In addition to the individual training offered to deepen and increase professional expertise, common training given to all of the
Groups subsidiaries has been rolled out to create a shared culture,
particularly when it comes to client relations, the management
relationship and sustainable development.

CSR FOCUS
> Icade puts the individual at the heart
of its sustainable development program
by adopting a CSR policy that favors
diversity and equal opportunities within
its teams and support for its employees.
Labor relations and health and safety
are at the heart of Icades activities.

56

In 2012, based on a report comparing the situation of men and


women within the company, Icade began in-depth work with
union organizations in order to identify avenues for improvement
in favor of gender equality.
This work has led to the reinforcing of the monitoring indicators
defined and the introduction of a number of measures and
precise targets in terms of recruitment, professional training and
career development. On these bases, a new action plan has been
defined and will be rolled out throughout 2013.

The management relationship


reference system

Disability policy and


Mission Handicap

The management relationship reference system is the result of


collaborative work led for several months by the members of
Icades Coordination Committee. It compiles the human and
interpersonal qualities that are vital to an effective manager.

Icades policy for disabled workers is designed to help employees


gain recognition of their disabled worker status and develop
partnerships with disability-friendly companies.
2012 saw the signing of a 3-year agreement with representative
union bodies based on the main areas described below:

THE MANAGERIAL
RELATIONSHIP

> Dedicating human and financial resources to the disability


policy, particularly including the appointment of a DisabilityDiversity Manager,

TEAM
DYNAMIC

VISION AND SENSE


OF SHARING

CONFIDENCE
INTERPERSONAL
SKILLS

FULFILMENT
THROUGH
SUCCESS

> Taking measures to ensure that a greater allowance is made


for disability in the professional and private life of employees,
such as CESUs (personal services payment vouchers) for the
disabled, the possibility of working part time and working from
home and flexible work hours,
> Creating a dedicated information area on Icades intranet site,
which is available to all employees and is regularly updated with
new content.
> Continuing with disability communication and awarenessraising initiatives in the Paris region and beyond, such as sending all employees the booklet presenting the measures signed
as part of the new agreement, the signing up of managers to
the CDC training program "Souvrir au handicap" (Opening up
to disability) and communication surrounding the paralympic
games in London including a photo exhibition,
> Developing measures to increase recruitment, particularly
through work-study or traineeship contracts with higher education institutions providing training in Icades business areas
and with dedicated associations (such as Tremplin and the
Fedeeh (disabled student association),
> Expanding the partnership with disability-friendly companies.
For instance, the 2012 Semaine pour lEmploi des Personnes
Handicapes (Week for the Employment of Disabled People)
was dedicated to developing sub-contracting with this sector.

57

A word from...
4 employees

Magali Michel
Deputy managing director, service division
We have worked collectively with the coordination
committee to produce a management relationship
reference system.
It assumes that managers are informed professionals,
knowledgable in their field, concerned with developing
their skills and resolved to reach targets through good
management of their resources.
Effective managers are responsible people with a
certain standard of conduct and good interpersonal
skills. They persuade employees to follow a vision that
brings meaning through mastery of the collective
dynamic. They try to develop their staff while meeting
the companys targets. This reference system was sent
out to all of the managers, with specific training in the
management relationship.

58

Guislain Tezenas du Montcel


Asset manager
Since my arrival at Icade, I have benefited
from one training course a year on average.
The training offered by human resources is
very stimulating for professionals like us, and
particularly the training course on Client
Relations. Negotiating skills and "Prospecting,
identifying, winning and retaining" are themes
that allow us to move forward in our activities
while being consistent with our companys
culture and strategy. I have also had specific
training in urban development reform, which
has proven to be very useful in my work as an
asset manager: a concise training course that
allows you to learn about and factor in the latest
regulations and keep in step with a constantly
changing sector.

Transparency, responsibility, commitment / A word from... 4 employees

Corinne Notarianni
IT project manager in the Information
System Department
I have been working at Icade since 1988.
I have various health problems, including
deafness. Given my difficulties, my manager
suggested that I register as a Disabled Worker.
Thanks to this status, I received financing
for my hearing aids and my work station was
adapted: telephone headset, ergnomic chair
and possibility of working from home for
part of the week.
Working from home means that I dont have
to spend too much time on public transport,
which is tiring for me as I live a long way from
the office. These are win-win arrangements
for Icade and for myself as I now have fewer
crises and take less time off sick. As for my
hearing aids, Ive been given a new lease of life.
Without them, I was starting to isolate myself.

Charlotte Rigal-Provot
Head of labor relations
The place of women is a major issue for Icade. Since the end
of 2011 we have been committed to promoting equality in
the workplace by introducing an action plan notably designed
to facilitate a balance between work and home life. At the
end of 2012, based on a report comparing the situation of
men and women within the company, Icade began in-depth
work with union organizations in order to identify avenues for
improvement and reinforce measures already taken in favor
of gender equality. This work led to a new action plan that will
be rolled out throughout 2013. Although the company can
help to facilitate flexible work hours or the situation of women
when they return from maternity leave, gender stereotypes
are much harder to deal with as they affect the way in which
society operates in general. We believe that it is possible to
act, however: we will broadcast a film in 2013, through the
intranet, whose purpose is to change how the place of women
within the company is perceived. This is a simple but practical
measure, which will also help to increase the issues visibility.
59

notre vision pour la ville de demain

Le Viviani. Nantes (44).


Architects: Beal et Blanckaert

13/14

Figures and
key information
at December 31, 2012

icade / Annual Report 2012 Reference Document

Income statement and consolidated balance sheet


at December 31, 2012
(in millions of euros)
Revenue

31/12/2012

31/12/2011

1,499.3

1,492.0

EBITDA

384.5

355.5

As a % of revenue

25.6 %

23.8 %

Depreciation charges net of investment grants

(176.8)

(148.6)

(87.2)

(32.3)

Charges and reversals related to impairment losses on tangible, financial and other current assets
Net income from disposals

80.8

63.7

201.2

238.3

As a % of revenue

13.4 %

16.0 %

Financial income
Income tax

(101.6)
(37.2)

(97.2)
(44.1)

Net operating income

Net income

61.7

98.1

Group net income

52.7

93.0

251.4

223.5

51,795,086

51,695,635

Net current cash flow


Data per share in euros:
Average number of diluted shares in circulation used in the calculation
Group share of net diluted earnings per share

1.02

1.80

Net current cash flow per diluted share

4.86

4.32

62

ASSETS

(in millions of euros)

Goodwill
Net intangible assets
Net property, plant and equipment
Net investment property

31/12/2012

31/12/2011

77.2

79.7

5.8

7.3

121.5

129.4

4,820.4

4,878.1

Non-current securities available for sale

2.5

2.7

Equity-accounted securities

0.0

1.3

Other non-current financial assets

5.1

9.8

14.8

20.9

TOTAL NON-CURRENT ASSETS

5,047.3

5,129.2

Inventories and work-in-progress

692.3

628.4

Trade receivables

584.2

516.5

Amounts due from customers (building contracts and off-plan sales)

18.8

22.1

Tax receivables

10.5

6.9

383.0

424.6

Deferred tax assets

Miscellaneous receivables
Current securities available for sale

0.8

0.1

Other current financial assets

407.6

38.3

Cash and cash equivalents

443.6

414.3

Assets held for sale

214.9

99.4

2,755.6

2,150.6

7,802.9

7,279.8

31/12/2012

31/12/2011

2,652.9

2,738.3

310.7

1.7

2,963.6

2,740.0

TOTAL CURRENT ASSETS

TOTAL ASSETS

LIABILITIES (in millions of euros)


Group capital and reserves
Minority interests
CAPITAL AND RESERVES
Non-current provisions

42.5

42.3

2,878.4

2,575.3

Tax payable

3.4

0.0

Deferred tax payable

9.6

9.2

219.8

188.2

3,153.7

2,814.9

Non-current financial debt

Other non-current liabilities


TOTAL NON-CURRENT LIABILITIES
Current provisions
Current financial accounts payable
Tax payable
Trade payables
Amounts due to customers (building contracts and off-plan sales)

16.8

22.6

510.6

423.9

7.2

20.0

550.2

498.8

8.1

1.1

Miscellaneous current payables

549.6

657.5

Other current financial liabilities

18.1

11.4

Liabilities intended for sale

25.0

89.6

1,685.6

1,724.9

7,802.9

7,279.8

TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES, CAPITAL AND RESERVES

63

icade / Annual Report 2012 Reference Document

Income statement and consolidated balance sheet


at December 31, 2012
31/12/2012

30/06/2012

31/12/2011

Change
2011/2012
(in value)

Change
2011/2012
(as a%)

4,399.7

4,400.8

4,508.3

(108.6)

(2.4)%

84.7

84.9

87.5

(2.8)

(3.1)%

4,190.1

4,188.7

4,312.5

(122.4)

(2.8)%

80.7

80.8

83.7

(3.0)

(3.6)%

31/12/2012

30/06/2012

31/12/2011

Change
2011/2012
(in value)

Change
2011/2012
(as a%)

Net financial debt

2,725.4

2,666.6

2,690.9

+ 34.5

+ 1.3%

Appraisal value of Property Investment Division Portfolio

6,849.7

6,756.6

6,727.3

+ 122.4

+ 1.8 %

39.8 %

39.5 %

40.0 %

NAV
(in millions of euros)
Net single EPRA NAV Group share
Net single EPRA NAV per share (Group share - fully diluted in )
Net triple EPRA NAV Group share
Net triple EPRA NAV per share (Group share - fully diluted in )

(in millions of euros)

Loan to value (LTV)

64

Shareholders
at December 31, 2012

Data Sheet

Icade shareholders as of 31/12/2012

Treasury shares

0.45 %
HoldCo SIIC(1)

55.57 %

Float (of which 0.36%


for the FCPE (2))

43.98 %

(1) Majority owned by CDC.


(2) Fonds commun de placement dentreprise (company mutual fund).

ISIN Code

FR0000035081

Mnemonic

ICAD

Market Listing

Euronext Paris Euronext Domestic Shares

Market

Local Securities Compartment A


(Large Caps)

Business sector (Euronext


classification)

8670, Real Estate Investment Trusts

Stock Savings Plan (SSP)

ineligible (except shares purchased before


October 21, 2011)

Deferrred Settlement

eligible

ICB sectoral classification

ICB Industrial & Office REITS, 8671

Indexes

SBF 120, CAC ALL-TRADABLE, Euronext 100, IEIF


Siic France, CAC All Shares, CAC Mid & Small, CAC
Mid 60, CAC Financials, CAC Real Estate

Capitalization as of 31/12/2012

3,479,874,597.64

Number of listed shares as of


31/12/2012

52,000,517

130

30 %

125

25 %

120

20 %

115

15 %

110

10 %

Market performance of Icade share (price not adjusted for the dividends paid) EPRA & SBF 120
105
(base 100 at 31/12/2011)

5%

100

At December 31, 2012:


95
- Icades share capital stands at 79,263,666.20 divided into 52,000,517 shares.
90
- the companys market
capitalization is 3,479,874,597.64.

5%
10 %
15 %

85

130

31/12/11

2/03/12

2/05/12

2/07/12

2/09/12

2/11/12

30 %

125

25 %
130

120

20 %

125

115

15 %

2,5 mm de dnivel

120

110

10 %

115

105

5%

110
105

100

100

5%

95
95

90
85

31/12/11

10 %

90

15 %

85

2/03/12

2/05/12

2/07/12

2/09/12

31/12/11

2/11/12

2/03/12

2/05/12

EPRA
SBF 120
ICADE

65

2,5 mm de dnivel

2,5 mm de dnivel

icade / Annual Report 2012 Reference Document

Simplified organization chart


at December 31, 2012

Property Investment

Development

Residential property

Residential and commercial


property development

SCI

100% Icade Promotion Logement


SASU

100% Icade Commerces SASU



100% Sarvilep SAS


Commercial property

SCI / SNC / SAS / SCIA /
SARL

66

100% Duguesclin
Dveloppement
SASU
100% Icade Promotion
SASU

100% Icade
Setrhi-Sta
SASU

100% Icade Bricolage SAS

SNC, SCI, SARL,


SAS, SCCV

100% Icade REIT BV

SCI, SNC, SARL

100% Inmobiliaria de
la Caisse des Dpts
Espaa SASU

100% Icade Arcoba SASU

62.79% Icade Sant SASU

Engineering

100% Icade Gestec SASU

Services

100% Icade Transactions SASU


100% Icade Conseil SASU

100% Icade Expertise


SASU

25% Icade Asset


Management
SAS (75% Icade)

100% Icade Property


Management SASU
100% I-Porta SASU
100% Icade Suretis SASU

Geographical distribution of property by type of asset


at December 31, 2012
By value

Offices

Business
parks

Shopping
centres

Health

Warehouses

Housing

TOTAL

2,388
89.8 %

1,570
100.0 %

202
45.7 %

379
22.0 %

9
4.7 %

256
99.7 %

4,804

70.1 %

292

811

1,112

of which Yvelines (78)

151

15

166

of which Essonne (91)

31

24

65

(in millions of euros)

Paris region
% value
of which Paris (75)
of which Seine-et-Marne (77)

of which Hauts-de-Seine (92)


of which Seine-Saint-Denis (93)
of which Val-de-Marne (94)
of which Val-dOise (95)
Regions

1,714

20

1,733

759

190

34

114

1,097

351

193

14

558

70

70
1,812

26.5 %

233

3.4 %

38

240

1,346

188

1.4 %

0.0 %

54.3 %

78.0 %

95.3 %

0.3 %

8.8 %

0.0 %

0.0 %

0.0 %

0.0 %

0.0 %

2,659

1,570

441

1,725

197

257

38.8 %

22.9 %

6.4 %

25.2 %

2.9 %

3.8 %

Offices

Business
parks

Shopping
centres

Health

Warehouses

Housing

TOTAL

285,680
70.1 %

475,378
100.0 %

35,412
16.8 %

101,528
13.0 %

27,941
5.0 %

1,801,078
99.4 %

2,727,017

64.2 %

29,499

148,633

2,470

353

180,955

of which Seine-et-Marne (77)

5,308

5,308

of which Yvelines (78)

32,230

40,309

72,539

% value
International
% value
GENERAL TOTAL
% of property by value

By floor area
(in m2)

Paris region
% value
of which Paris (75)

of which Essonne (91)


of which Hauts-de-Seine (92)
of which Seine-Saint-Denis (93)
of which Val-de-Marne (94)
of which Val-dOise (95)
Regions
% value

233

24,703

27,941

700,975

753,619

12,913

167,675

326,745

27,634

14,350

160,733

529,462

76,716

54,948

45,274

176,938

840,521

840,521
1,422,905

33.5 %

99,473

2.3 %

22,569
5.5 %

175,934

678,799

534,046

11,557

0.0 %

83.2 %

87.0 %

95.0 %

0.6 %

99,473

% value

24.4 %

0.0 %

0.0 %

0.0 %

0.0 %

0.0 %

407,721

475,378

211,346

780,327

561,987

1,812,635

9.6 %

11.2 %

5.0 %

18.4 %

13.2 %

42.7 %

% of property by floor area

100 %

154,762

International

GENERAL TOTAL

6,850

4,249,394
100 %

* Rentable floor area in m2 at December 31, 2012

67

icade / Annual Report 2012 Reference Document

Office Division
at December 31, 2012
City

Dpt

Surface
m2
(rentable)

Floor
area
Offices
(rentable)

Floor area
Shops
(rentable)

Floor area
Others
(rentable)

Number
of
parking
spaces

France

308,249

274,398

15,777

18,073

4,688

Paris region

285,680

272,311

10,154

3,214

4,604

17,174

12,659

4,295

221

184

Sub-total Paris central


business district
Le Marignan - 29,31,33,
av. des Champs-lyses
69, boulevard Haussmann

Date of
acquisition*

Date of
construction or
renovation

% of
consolidation

Paris 8th

75

9,966

6,028

3,717

221

2004

1950

100 %

Paris 8th

75

7,208

6,630

578

184

2004

1990

100 %

12,324

11,932

392

76

Primary
tenants

Pino lyses Eurotradia


UBS Securities

Sub-total Paris outside of


central business district
Link - 28-32, bd de Grenelle

Paris 8th

75

10,651

10,259

392

71

2009

2009

100 %

Ingenico - Monop

7, rue Armand Moisant

Paris 15th

75

1,674

1,674

2007

1968

100 %

Groupe BNP Paribas

29,501

28,431

1,069

418

Paris - La
Dfense
Puteaux

92

18,774

18,774

276

2009

100 %

ERDF - TOTAL SA

2004

2003

33 %

RTE - Nexity

Sub-total Paris-La Dfense


Tour Scor - 1, avenue
du Gnral de Gaulle
Tour Initiale - 1, terrasse Bellini

92

10,727

9,658

1,069

142

125,262

124,550

154

558

2,355

92

39,911

39,911

720

2009

2003

100 %

PWC

92

26,516

26,516

478

2006

2006

100 %

92

21,730

21,640

90

458

2007

2008

100 %

92

13,856

13,702

154

251

2009

2010

100 %

Ministre de
lIntrieur
Heineken Entreprise
- DBAPPAREL
Al Jazeera Sports

92

9,064

9,064

213

2004

1999

100 %

Coca-Cola

92

5,606

5,484

122

68

2009

100 %

92

4,982

4,982

131

2004

2000

92

1,805

1,805

36

2009

100 %

MTV Networks

92

1,792

1,446

346

2009

100 %

Qliktech - Rezidor
Hotel

101,419

94,740

5,313

1,366

1,571

Sub-total West Quadrant


Crystal Park - 62-64,
boulevard Victor Hugo
84, rue de Villiers

Neuilly-surSeine
Levallois

H2O - 2, rue des Martinets

RueilMalmaison
BoulogneBillancourt
Issy-lesMoulineaux
Nanterre

La Factory - Zac Sguin


Rives de Seine
27, rue Camille Desmoulins
Etoile Park 123, rue Salvador Allende
11-15, avenue Morizet
Dulud 22, rue Jacques Dulud
Charles de Gaulle 93, avenue Charles de Gaulle
Sub-total rest
of the Paris region
lot 3 Loire 32-36, avenue de Paris
lot 5 Seine 10-12, avenue de Paris
lot 4 Rhne 14-20, avenue de Paris
lot 6 Rhin 2-4, avenue de Paris
Ilt 1 Tolbiac 35-43 avenue de Paris
Europen - 98, alle
des Champs-lyses
Mozart - 39-41,
rue Paul Claudel
Champs - 60-72, boulevard
des Champs-lyses
Maisons-Alfort - 31, cours des
Juilliottes - 2, rue Louis Pergaud

BoulogneBillancourt
Neuilly-surSeine
Neuilly-surSeine

Villejuif

94

19,717

19,283

434

250

2010

100 %

LCL

Villejuif

94

14,341

14,341

238

2008

100 %

LCL

Villejuif

94

8,007

8,007

99

2010

100 %

LCL

Villejuif

94

20,652

20,226

426

256

2011

100 %

LCL

Villejuif

94

9,968

8,726

328

914

197

2012

100 %

LCL

vry

91

12,907

10,559

2,182

166

246

2009

100 %

vry

91

6,344

5,255

1,027

62

134

2009

vry

91

5,451

4,534

917

125

2009

MaisonsAlfort

94

4,032

3,808

224

26

2009

* Date of entry of the asset or of the entity into the Icade group.

68

Socit Gnrale Infotel Conseil


100 % Omnicom Media GRP

Services Fiscaux de
lEssonne - Groupe Itis
100 %
Groupe Carrefour El Campo
100 % Groupe BNP Paribas Crdit du Nord
100 % Egis Amenagement
- Ddass

City

Dpt

Surface
m2
(rentable)

Floor
area
Offices
(rentable)

Floor area
Shops
(rentable)

Floor area
Others
(rentable)

Number
of
parking
spaces
84

Date of
acquisition*

Date of
construction or
renovation

% of
consolidation

Primary
tenants

22,569

2,087

5,623

14,859

13, rue Carnot

La Flche

72

400

226

174

2007

n/d

100 %

Maisons du Monde

Champion 27, avenue de Paris


Le Triangle avenue Jules Mihau
56, rue de Bourgogne

Reims

51

2,177

2,177

2007

2003

100 %

Amidis et Cie

Montpellier

34

2,708

2,528

180

2007

1975

100 %

21

1,576

1,131

445

54

1976

1976-1982

100 %

2, rue Jean Artus

Fontaine-lsDijon
Bordeaux

Parfumerie Douglas Sauramps


Groupe Icade

33

1,203

956

247

30

1978

1978

100 %

Crche Toulouse Blagnac

Blagnac

31

968

968

2008

2008

100 %

Association
Rnovation - Aquitanis
Limagine R

CERS - 83, av.


du Gal de Lattre de Tassigny

Capbreton

40

8,417

8,417

2009

100 %

Gnrale de Sant

Cap Club Htel - 83, av. du


Gnral de Lattre de Tassigny

Capbreton

40

5,120

5,120

2009

100 %

Gnrale de Sant

GMG Generalmietgesellschaft mb
McPaper AG

Regions

99,473

87,001

12,471

3,834

Munich-Allach Dachauer Strasse 665


Hohenzollerndamm 151

International
Munich

58,758

52,752

6,005

3,554

2006

2003/2004

100 %

Berlin

11,803

9,868

1,934

47

2006

2000

100 %

Hohenzollerndamm 150

Berlin

11,929

9,596

2,333

30

2006

2000

100 %

Heidenkamsweg

Hamburg

9,476

8,747

729

108

2006

2000

100 %

Goldsteinstrasse 2

Frankfurt

7,508

6,038

1,470

95

2006

1958

100 %

407,721

361,400

15,777

30,544

8,522

GENERAL TOTAL (according


to the consolidation scope)

ARRI Film & TV


Services Berlin GmbH
Atos Information
Technology GmbH
Stadtentwsserung
Frankfurt

* Date of entry of the asset or of the entity into the Icade group.

69

icade / Annual Report 2012 Reference Document

Business parks division


at December 31, 2012
City

Dpt

Surface
m2
(rentable)

Floor
area
Activity
(rentable)

Floor area
Offices
(rentable)

Floor area Floor area


Ware- Miscellahouses
neous
(rentable) (rentable)

Number
of
parking
spaces

Date of
acquisition*

148,633

10,835

136,680

1,119

1,998

Parc du Pont de Flandre

Paris 19th

75

90,513

6,546

82,907

1,060

1,137

2002

Parc du Millnaire

Paris 19th

75

58,120

4,289

53,773

59

861

2002

Seine-Saint-Denis (93)

326,745

181,125

102,067

40,620

2,933

2,740

Parc des Portes de Paris

206,012

114,535

62,659

27,220

1,598

1,442

Paris 19th

% of
consolidation

Primary
tenants

100 %

Groupe Pierre &


Vacances - Club
Mditerrane
100 %
Groupe Icade Agence Rgionale de
la Sant

- Saint-Denis

Saint-Denis

93

66,484

43,487

19,035

3,884

78

599

2002

100 %

Euro Media France Eurosites

- Batigautier LEM

Aubervilliers

93

10,327

5,732

4,595

2002

100 %

Wins et Co
Eurasia Groupe

- Aubervilliers Gardinoux

Aubervilliers

93

129,201

65,315

39,029

23,337

1,520

843

2002

100 %

Euro Media France Eurasia Groupe

Pilier sud

Aubervilliers

93

23,084

20,793

1,276

1,015

2002

100 %

Parc CFI

Aubervilliers

93

67,199

38,303

26,249

2,647

744

2002

Parc du quartier du Canal

Aubervilliers

93

5,444

5,144

300

188

2002

Eurasia Groupe Interxion France


100 %
Groupe Rhodia Endemol France
100 % Locaber - Nokia France

Parc le Mauvin

Aubervilliers

93

16,305

2,351

4,157

9,477

320

166

2002

100 %

Parc du Millnaire

Aubervilliers

93

8,702

8,702

200

2011

50 %

475,378

191,960

238,746

40,620

4,051

4,738

GENERAL TOTAL

* Date of entry of the asset or of the entity into the Icade group.

70

Lapeyre - Aquila
Audiovisuel
La Direccte

Shopping Centres
at December 31, 2012
City

Dpt

Surface
m2
(rentable)

Date of
acquisition*

Date of
construction or
renovation

% of
consolidation

Primary
tenants

157,864

Operated by the Mr. Bricolage Group


ZAC de Merlemont, Les Terres de Merlemont

Allonne

60

11,033

2008

2000s

100 %

Mr. Bricolage Group

Balaruc Loisirs

Balaruc-le-Vieux

34

8,669

2009

2008

100 %

Mr. Bricolage Group

540, avenue Lon Blum

Ambrieu-en-Bugey

6,452

2008

1984

100 %

Mr. Bricolage Group

ZAC de Chateaugay

Domerat

5,695

2008

2002

100 %

Mr. Bricolage Group

Rue des Mrovingiens

Saint-Dizier

52

5,549

2010

n/d

100 %

Mr. Bricolage Group

ZAC des Mazaud

Brive-la-Gaillarde

19

5,536

2008

1999

100 %

Mr. Bricolage Group

ZA de la Chesnais

Saint-Jouan-des-Guerets

35

5,453

2008

2000

100 %

Mr. Bricolage Group

Rue Alexandre Guillon

Guret

23

5,414

2008

2003

100 %

Mr. Bricolage Group

115, Route Nationale

Saint-Gervais-La-Fort

41

5,406

2008

1970s/1988

100 %

Mr. Bricolage Group

Route de Sens

Montereau-Fault-Yonne

77

5,308

2009

2000

100 %

Mr. Bricolage Group

Avenue de lEgalit - ZA dHellieule 2

Saint-Di

88

4,884

2008

1992/2000

100 %

Mr. Bricolage Group

Espace Saumur Soleil - St Lambert des Leves

Saumur

49

4,846

2008

1990s/2001

100 %

Mr. Bricolage Group

ZI Les Clairions - Avenue Haussman

Auxerre

89

4,502

2008

1980s

100 %

Mr. Bricolage Group

Espace commercial de la Gaillard

Saint-Clment

89

4,474

2008

n/d

100 %

Mr. Bricolage Group

Rue Ren Cassin

Pithiviers

45

4,358

2008

1996/1998

100 %

Mr. Bricolage Group

Centre Commercial La Tuilerie

Sabl-sur-Sarthe

72

4,248

2008

1990s

100 %

Mr. Bricolage Group

55, avenue de la Division Leclerc

Avranches

50

4,199

2008

2001

100 %

Mr. Bricolage Group

Mr. Bricolage - 270, avenue La Rochelle

Niort

79

4,158

2011

n/d

100 %

Mr. Bricolage Group

Centre Commercial Carrefour - Route de Rennes

Cond-sur-Sarthe

61

3,773

2008

1990s

100 %

Mr. Bricolage Group

Espace Commercial Les Latteux

Migennes

89

3,743

2008

1993/1998

100 %

Mr. Bricolage Group

Rue Giret - Quartier des Isle

Vienna

38

3,582

2008 1987/1992/1997/2001

100 %

Mr. Bricolage Group

1118, Avenue de Paris

Saint-L

50

3,553

2008

2001

100 %

Mr. Bricolage Group

Mr. Bricolage Abbeville - Route dAmiens

Abbeville

80

3,547

2011

n/d

100 %

Mr. Bricolage Group

91, rue de Longwy

Longwy

54

3,500

2008

1990s

100 %

Mr. Bricolage Group

Centre Commercial Hyper U - Avenue de la Maine

Les Herbiers

85

3,493

2008

1990s

100 %

Mr. Bricolage Group

Alle Maxenu

Pierry

51

3,361

2008

2000s

100 %

Mr. Bricolage Group

77, rue de Domfront

Flers

61

3,276

2008

1984/2002

100 %

Mr. Bricolage Group

191, av du Gal de Gaulle

Libourne

33

3,002

2008

1987

100 %

Mr. Bricolage Group

Mr. Bricolage Ruffec 2- ZAC de Longchamps

Ruffec

16

2,960

2011

n/d

100 %

Mr. Bricolage Group

15, rue de la Croix Blanche

Autun

71

2,795

2008

1999

100 %

Mr. Bricolage Group

Centre Commercial - 15, rue dAnet

Saussay

28

2,687

2008

1980s

100 %

Mr. Bricolage Group

Forum de Picardie

Fayet

2,579

2008

n/d

100 %

Mr. Bricolage Group

34, rue de Reuilly - 28, rue du Colonel Rozanoff

Paris 12th

75

2,470

2008

n/d

100 %

Mr. Bricolage Group

12, route de Pau

Tarbes

65

2,385

2008

1989

100 %

Mr. Bricolage Group

Route de Montargis

Noyers

45

1,881

2008

1989

100 %

Mr. Bricolage Group

ZA du Pinier

Melle

79

1,876

2008

2007

100 %

Mr. Bricolage Group

ZI Route de Rennes

Saint-Men-le-Grand

35

1,810

2008

1979/2002

100 %

Mr. Bricolage Group

Centre commercial Carrefour - Route du Plan

Trans-en-Provence

83

1,407

2008

1993

100 %

Mr. Bricolage Group

H&M - Darty
Provence
Bowling Odysseum Karting Odysseum
Carrefour Group C&A France

53,482

Shopping Centres (Icade group share)


Odysseum - ZAC port Marianne

Montpellier

34

12,679

2009

2009

50 %

Odysseum - Pole ludique 1 et 2

Montpellier

34

13,169

2008

2001

50 %

Aubervilliers - Le Millnaire

Aubervilliers

93

27,634

2011

2011

50 %

GENERAL TOTAL
(according to the consolidation scope)

211,346

* Date of entry of the asset or of the entity into the Icade group.

71

icade / Annual Report 2012 Reference Document

Healthcare Division
at December 31, 2012
City

Dpt

Clinics
Centre Mdico-Chirurgical
de Parly II - 21, rue Moxouris
Clinique du bon secours 9, place de la Prfecture
Hpital Priv de lOuest
Parisien - 14, avenue
Castiglione
Hpital Priv Armand Brillard
- 3-5, avenue Watteau
Hpital Priv Paul dEgine 4, avenue Marx Dormoy
Hpital Priv de Marne La
Valle - 33, rue Lon Menu
Clinique du Bourget 7-7, bis rue Rigaud
Clinique du Bois dAmour 19, avenue Bois dAmour
Clinique de la Roseraie 6, rue Neuve-de-lHpital
Clinique Monet 34, rue de Verdun
Hpital Priv de Villeneuve
dAscq - Le Recueil, Le Haut
du Recueil
Mas du Vendmois - Lieu dit
Sous Grand Champ
Polyclinique de lAtlantique rue Claude Bernard
Polyclinique de Poitiers 1, rue de la Providence
Clinique Brtch

Surface
m2
(rentable)

Floor
area
Others
(rentable)

Floor area
MSO clinics
(rentable) (1)

Floor area
FUP clinics
(rentable) (2)

Number
ofbeds

Date of
acquisition (3)

Date of
construction or
renovation

% of
consolidation

Operator

780,327

6,027

737,916

36,384

9,623

Le Chesnay

78

15,818

15,818

280

2008

1971/1997

100 %

Gnrale de Sant

Arras

62

23,269

23,269

284

2009

2007

100 %

Gnrale de Sant

Trappes

78

16,412

16,412

274

2008

1975/2000

100 %

Gnrale de Sant

Nogent

94

13,170

13,170

240

2008

2003/2006

100 %

Gnrale de Sant

Champigny

94

11,421

11,421

233

2008

2001/2007

100 %

Gnrale de Sant

Bry-surMarne

94

12,305

12,305

190

2010

2009

100 %

Gnrale de Sant

Le Bourget

93

7,893

7,893

150

2010

2007

100 %

Gnrale de Sant

Drancy

93

6,457

6,457

104

2009

2009

100 %

Gnrale de Sant

5,035

5,035

81

2009

2010

100 %

Gnrale de Sant

Champigny

94

6,177

6,177

130

2011

2011

100 %

Gnrale de Sant

VilleneuvedAscq

59

23,032

23,032

225

2010

2012

100 %

Gnrale de Sant

Naveil

41

3,240

3,240

45

2011

2012

100 %

Gnrale de Sant

St-Herblain

44

32,506

32,506

309

2008

1993/2002

100 %

Vedici

Poitiers

86

19,631

19,631

206

2008

1990/2004

100 %

Vedici

Soissons

Nantes

44

17,756

17,756

180

2009

2004/2007

100 %

Vedici

Brest

29

15,896

15,896

182

2010

2007

100 %

Vedici

Olivet

45

15,354

15,354

165

2007

2000

100 %

Vedici

Muret

31

13,358

13,358

170

2008

1973

100 %

Vedici

Mainvilliers

28

11,212

11,212

155

2007

1998/2000

100 %

Vedici

Nantes

44

6,653

6,653

95

2008

1989/1996

100 %

Vedici

Poitiers

86

4,110

4,110

76

2008

1990/2004

100 %

Vedici

Landerneau

29

5,019

5,019

60

2010

2010

100 %

Vedici

Montauban

82

28,544

28,544

248

2011

2006

100 %

Vedici

Vitry-surSeine

94

6,120

6,120

109

2011

2007

100 %

Vedici

Clinique Franois Chenieux 18, Rue du Gnral Catroux

Limoges

87

26,604

26,604

292

2012

2008

100 %

Vedici

Centre Clinical - 2, chemin


de Fregeneuil

Soyaux

16

20,932

20,932

233

2012

2009

100 %

Vedici

Ple Sant Sud 28 rue de Guetteloup

Le Mans

72

36,900

36,900

472

2012

2006

100 %

Vedici

Clinique des Cdres Impasse des Cdres

Brive-laGaillarde

19

12,300

12,300

173

2012

2003

100 %

Vedici

Polyclinique de Keraudren Rue Ernestine de Tremaudan


- ZAC de Keraudren
Clinique de lArchette rue Jacques Monod
Clinique de lOccitanie 20, avenue Bernard IV
Clinique St- Franois 2, rue Rolland Buthier
Maison de convalescence
Roz Arvor - 2, rue du Fort
Clinique Saint-Charles 3, rue de la Providence
Clinique de lElorn 30, rue Claude Bernard
Clinique du Pont de Chaume
- 330 avenue Marcel Unal
Clinique Pasteur 22 rue de la Petite Saussaie

(1) MSO Clinics (Medical, Surgical, Obstetrics)

72

(2) FUP Clinics (Follow up care and Physiotherapy)

(3) Date of entry of the asset and/or of the entity into the Icade group

City

Dpt

Surface
m2
(rentable)

Floor area
Others
(rentable)

Floor area
MSO clinics
(rentable) (1)

La Roche-surYon
Laval

85

17,773

17,773

210

2008

1988/2004

100 %

3H

53

13,679

13,679

154

2008

1987/1994

100 %

3H

Olonne

85

14,425

14,425

90

2008

2009

100 %

3H

Les Essarts

85

1,916

1,916

40

2008

1987/1988

100 %

3H

Roanne

42

12,274

12,274

170

2010

100 %

C2S

St-Priest-enJarez
Aire-surlAdour
Agen

42

10,128

10,128

125

2008

n/d

100 %

C2S

40

9,284

9,284

92

2007

1977-1978

100 %

C2S

47

33,414

33,414

329

2007

100 %

Harpin

Pau

64

16,329

16,329

192

2007

100 %

Harpin

Bordeaux

33

15,919

15,919

227

2011

1970s and
1980s
1973 to
1999
2007

100 %

Medi Partenaire

ClermontFerrand

63

29,231

29,231

270

2011

2008

100 %

Medi Partenaire

La Seyne-surMer

83

6,454

6,454

100

2011

2009

100 %

Medi Partenaire

Niort

79

21,434

21,434

223

2011

2009

100 %

Medi Partenaire

Saintes

17

5,416

5,416

82

2011

2004

100 %

Medi Partenaire

Saint-Saulve

59

17,084

17,084

174

2011

2004

100 %

Medi Partenaire

Charenton-lePont
Nancy

94

5,755

5,755

80

2011

2005

100 %

Medi Partenaire

54

11,729

11,729

146

2011

2006

100 %

Medi Partenaire

Toulouse

31

17,213

17,213

222

2011

2004

100 %

Medi Partenaire

Bergerac

24

9,006

9,006

137

2011

2007

100 %

Medi Partenaire

Valenciennes

59

18,410

18,410

234

2011

1999

100 %

Medi Partenaire

Ollioules

83

9,770

9,770

178

2012

2007

100 %

Medi Partenaire

Coudekerque

59

9,927

9,927

111

2012

2004

100 %

Medi Partenaire

Bruges

33

16,982

16,982

214

2012

2009

100 %

Medi Partenaire

Dunkirk

59

11,434

11,434

123

2012

1991

100 %

Medi Partenaire

Castelnaule-Lez
Saint-Clment
de Rivire
Saint-Clment
de Rivire

34

21,094

21,094

206

2012

2010

100 %

Cliniple

34

4,336

4,336

83

2012

2005

100 %

Cliniple

34

2,787

2,787

50

2012

2005

100 %

Cliniple

780,327

6,027

737,916

36,384

9,623

Floor area Number


FUP clinics ofbeds
(rentable) (2)

Date of
acquisition (3)

Date of
construction or
renovation

% of
consolidation

Operator

Clinics
Clinique Saint Charles 11, boulevard Ren Levesque
Polyclinique du Maine 4, avenue des Franais Libres
Terrain PSO - Clinique du Val
dOlonne
Clinique de convalescence
Centre Vende - 5, rue de
la Grotte
Clinique du Renaison 75, rue du Gnral Giraud
Clinique du Parc 9 bis, rue Piot
Clinique Les Chnes - rue
Chantemerle, lieudit Capit
Clinique Esquirol Saint-Hilaire
- 1, rue du Docteur Delmas
Clinique Marzet 42, boulevard Alsace Lorraine
Clinique Saint Augustin 106, avenue dAres
Clinique Ple Sant
Rpublique - 105, avenue
de la Rpublique
Clinique du Cap dOr 1361, avenue des Anciens
Combattants dIndochine
Polyclinique Inkermann 84, route dAiffers
Clinique Richelieu 22, rue Montlouis
Polyclinique du Parc 48 bis, rue Henri Barbusse
Clinique Bercy 9, quai de Bercy
Clinique Majorelle - 1240,
avenue Raymond Pinchard
Clinique Ambroise Par 387, route Saint Simon
Clinique Pasteur 54, rue Professeur Pozzi
Clinique Vauban 10, avenue Vauban
Polyclinique les Fleurs Quartier Quiez
Clinique de Flandre 300, Rue des Forts Lieu-Dit du Boernhol
Polyclinique Jean Vilar Avenue Maryse Bastie
Clinique Villette 18, rue Parmentier
Clinique du Parc 50 rue Emile Combes
Clinique Saint Clment 115, av. Saint-Sauveur du Pin
Clinique du Pic Saint Loup96, avenue Saint-Sauveur
du Pin

GENERAL TOTAL (according to the


consolidation scope)
(1) MSO Clinics (Medical, Surgical, Obstetrics)

(2) FUP Clinics (Follow up care and Physiotherapy)

(3) Date of entry of the asset and/or of the entity into the Icade group

73

icade / Annual Report 2012 Reference Document

Warehouses Division
at December 31, 2012
City

Dpt

France
Essonne (91)

Surface
m2
(rentable)

Floor area
Offices
(rentable)

Floor area
Warehouses
and
miscellaneous
(rentable)

561,987

7,204

554,783

192

Number
of
parking
spaces

Dateof
acquisition*

Date of
construction
or renovation

% of
consolidation

Primary
tenants

27,941

4,618

23,323

144

ZA de lOrme Pomponne

Ris-Orangis

91

9,666

3,450

6,216

85

2007

2000

100 %

SDV Internationale

8 rue Denis Papin

Chilly-Mazarin

91

4,649

318

4,331

2009

100 %

UPS France

10 rue Denis Papin

Chilly-Mazarin

91

11,266

400

10,866

59

2009

100 %

Locapost

23 rue Denis papin

Chilly-Mazarin

91

2,360

450

1,910

2009

100 %

Alphabet France

534,046

2,586

531,460

48

8 rue Kstler

Besanon

25

73,661

73,661

2009

100 %

Groupe Casino

ZAC de lOrme - Les Sources

Andrzieux

42

70,202

70,202

2009

100 %

Groupe Casino

ZI Nord Avenue Louis de Broglie

Limoges

87

62,236

62,236

2009

100 %

Groupe Casino

815 rue Jean Perrin

Aix-en-Provence

13

48,574

48,574

2009

100 %

Groupe Casino

ZI Sud Pierre Pagenaud

Montmorillon

86

35,164

35,164

2009

100 %

Groupe Casino

73 rue Ampre

Aix-en-Provence

13

31,524

31,524

2009

100 %

Groupe Casino

Lieu-dit Le Boutras

Grigny

69

30,885

30,885

2009

100 %

Groupe Casino

ZI Plaine des Isles

Auxerre

89

30,653

30,653

2009

100 %

Groupe Casino

Boulevard du Poitou

Cholet

49

6,933

6,933

2009

100 %

Groupe Casino

ZAE de la Baume

Servian

34

5,610

5,610

2009

100 %

320 rue Ampre

Aix-en-Provence

13

4,194

4,194

2009

100 %

Groupe Casino

ZI de Chesnes Tharabie

St-Quentin-Fallavier

38

40,178

334

39,844

2007

n/d

100 %

Eminza

Zone Eurofret Terrain

Strasbourg

67

27,775

27,775

48

2009

2009

100 %

Mory

ZAC de Sennec les Mcon

Macon

71

27,850

1,695

26,155

2007

2007

100 %

Logidis

3, boulevard Longvic

Dijon

21

24,972

24,972

2009

100 %

Groupe Transalliance

ZI la Palun

Marignane

13

13,635

557

13,078

2007

n/d

100 %

Daher International

561,987

7,204

554,783

192

Regions

GENERAL TOTAL
(according to the scope of consolidation)

* Date of entry of the asset or of the entity into the Icade group.

74

Housing Division
at December 31, 2012
City

Dpt

Surface
floor area
m2

Date of
acquisition

% of
consolidation

Number of housing units


Total

PROPERTY IN USE*

3,709

42

Sub-total 95

3,709

42

Tour Guyenne

Sarcelles

95

3,709

1963

100 %

of which
subsidized

42

SARVILEP

178,414

3,064

965

Sub-total 93

120,788

2,215

354

Orgemont

pinay-sur-Seine

93

Sub-total 95
Saint Saens
PROPERTY FOR SALE BY UNIT
Sub-total 75
Porte de Vincennes vente

1957

100 %

2,215

354

849

611

100 %

849

611

1968

100 %

1,140
6
6

1977
1979
1977
1958
1954
1954
1958
1954
1954
1954
1974
1976

100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %

57,626
Sarcelles

Paris

95

57,626

75

71,687
353
353

Sub-total 78
Gmeaux
Sorrires
Romarins
Castillan
Foucauld
Corniche
Tour Cte
6-16, Montaigne
78-88, Maladrerie
6 16, rue de Montaigne-Lyautey
Square Cocteau
Mermoz

120,788

1963

8,000
78
78
78
78
78
78
78
78
78
78
78
78

2-6, dOrbay
Colombe
1, rue Weber
11, rue du Petit Pont
5 France
9-13, rue Johann Strauss
Saint Marc vente (Massy)
Toulouse Lautrec (Massy)
12-16 Mogador
2-8 Lisbonne
Thorez
Blum
Blum II
2 bis Herriot
4 Herriot
1 5, rue Julian Grimaud

Draveil
pinay-sous-Snart
pinay-sous-Snart
pinay-sous-Snart
pinay-sous-Snart
pinay-sous-Snart
Massy
Massy
Massy
Massy
Massy
Massy
Massy
Massy
Massy
Sainte-Genevive

91
91
91
91
91
91
91
91
91
91
91
91
91
91
91
91

119
345
967
994
587
1,820
429
783
865
735
219
185
944
1,860
1,289
1,286

1957
1967
1967
1967
1967
1967
1960
1960
1968
1968
1968
1968
1968
1968
1968
1954

100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %

2
6
12
13
7
28
6
15
17
12
3
3
13
25
16
17

Sub-total 92
Jacques Prvert
luard
Galile
Vaux Germains Vente
Coppe (Chtillon)
Pierre Loti (Chtillon)
La Roue vente
Voltaire
Arthur Rimbaud
Gibets II
3, place Andr Malraux
9-10 Malraux

Bagneux
Bagneux
Bagneux
Chatenay
Chatillon
Chatillon
Fontenay
Rueil
Rueil
Rueil
Villeneuve-la-Garenne
Villeneuve-la-Garenne

92
92
92
92
92
92
92
92
92
92
92
92

11,633
233
91
240
107
142
63
412
295
345
475
2,784
6,446

1960
1972
1959
1959
1983
1956
1958
1956
1957
1957
1980
1980

100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %

177
4
1
3
2
3
1
8
5
6
10
43
91

Sub-total 91

429
1,370
114
141
96
282
152
1,316
1,833
1,396
807
64

155

Les Mureaux
Montigny-le-Bretonneux
Montigny
Poissy
Poissy
Poissy
Poissy
Poissy
Poissy
Poissy
Trappes
Versailles

13,427

6
21
2
3
2
6
2
28
38
35
11
1
195

75

icade / Annual Report 2012 Reference Document

Housing Division (continued)


at December 31, 2012
City

Dpt

Le Blanc-Mesnil
Bobigny
Bondy
Gagny
Gagny
Gagny
Gagny
Gagny
Rosny
Rosny
Rosny
Rosny
Rosny
Rosny
Rosny
Sevran
Tremblay
Tremblay
Tremblay

93
93
93
93
93
93
93
93
93
93
93
93
93
93
93
93
93
93
93

Cachan I
Cachan II
Plumerette
Mermoz
Savignat
1/3 Arcos
1/5 Timons
8/12 Vildrac
Roussel
Col Rivire (Fresnes)
Potes (Hay)
Peintres (Hay)
Chteau de Sucy vente
Cytises
Rodin
Rembrandt
10-16, rue Lon Moussinac
Karl Marx
Parc Leblanc

Cachan
Cachan
Crteil
Crteil
Crteil
Crteil
Crteil
Crteil
Crteil
Fresnes
LHa-les-Roses
LHa-les-Roses
Sucy
Sucy
Villejuif
Villejuif
Villejuif
Villejuif
Villeneuve-le-Roi

94
94
94
94
94
94
94
94
94
94
94
94
94
94
94
94
94
94
94

Sub-total 95
Justice
Hauts de Cergy
Cergy Pissaro
Van Gogh
Orme St Edme vente
Entre de Ville (1,2 et 3)
Ste-Honorine
Pompon
Lalo
Varagne

Cergy
Cergy
Cergy
Ermont
Franconville
Sarcelles
Taverny
Villiers-le-Bel
Villiers-le-Bel
Villiers-le-Bel

95
95
95
95
95
95
95
95
95
95

Vnissieux

69

Sub-total 94

Total Housing units

% of
consolidation

124
2,573
177
4,979
51
586
666
837
55
341
1,000
1,340
1,172
1,464
1,028
117
48
71
490

Number of housing units


Total

1965
1957
1955
1959
1957
1959
1959
1957
1983
1960
1960
1960
1976
1960
1975
1974
1967
1967
1967

100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %

119
579
102
56
194
642
686
2,040
1,838
209
476
259
57
702
348
358
944
1,837
250

1957
1957
1961
1961
1961
1958
1958
1958
1961
1957
1957
1957
1954
1965
1957
1957
1954
1954
1957

100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %

2
9
2
1
4
11
14
30
27
4
7
4
1
10
5
5
15
32
4

8,977
6,235
517
207
136
480
1,008
186
60
108
40

1983
1983
1983
1961
1967
1972
1975
1965
1965
1958

100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %

131
92
8
3
2
8
11
3
1
2
1

2
46
3
70
1
9
10
16
1
6
18
25
22
25
18
2
1
1
7

1966

100 %

187

482
482

of which
subsidized

283

11,696

Sub-total Regions
SCI Grande terre des Vignes

Date of
acquisition

17,119

Sub-total 93
Courbet
Pont de Pierre
Pasteur
Jannin/Bouin
Moulin vente
Dumas
Jean Bouin
Moulin vente II
Couperin
Herodia
108/112 Alsace
10/14 Couperin- Blrioz
6-8 De la Lande
2-4 Couperin
2-4 Franck
Sicopar
5 Ampre
7 Ampre
1 Ampre

Surface
floor area
m2

253,810

6
4,246

965

OTHER ASSETS
Business and tertiary assets
Hostels and retirement homes
Land reserves
GENERAL TOTAL

76

15,103
15,195

100 %
100 %

1,528,647

100 %

1,812,755

4,246

965

Our vision for


tomorrows city
Annual Report 2012 Reference Document
PART 2: financial and legal report

Summary
CHAPTER 1

ITEMS OF BUSINESS ................................................................................. 1

CHAPTER 2

HISTORICAL FINANCIAL INFORMATION ..................................................... 63

CHAPTER 3

CONSOLIDATED FINANCIAL STATEMENTS .................................................. 66

CHAPTER 4

STATUTORY AUDITORS REPORT ON THE CONSOLIDATED


FINANCIAL STATEMENTS ...................................................................... 145

CHAPTER 5

INDIVIDUAL ANNUAL ACCOUNTS ........................................................... 148

CHAPTER 6

STATUTORY AUDITORS REPORT ON THE ANNUAL


FINANCIAL STATEMENTS ...................................................................... 185

CHAPTER 7

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ....................... 189

CHAPTER 8

STATUTORY AUDITORS REPORT PURSUANT TO ARTICLE L. 225-235 OF


THE FRENCH COMMERCIAL CODE ON THE REPORT OF THE BOARD ............. 207

CHAPTER 9

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSER) ......... 211



DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE


REPORT FROM THE INDEPENDENT AUDITOR REGARDING
LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION .............. 293

CHAPTER 11

ADDITIONAL INFORMATION .................................................................. 298



CONTRACTS ........................................................................................ 363



STATUTORY AUDITORS SPECIAL REPORT ON RELATED


PARTY AGREEMENTS AND COMMITMENTS .............................................. 367




DOCUMENTS ACCESSIBLE TO THE PUBLIC ............................................... 371




ANNUAL INFORMATION DOCUMENT ....................................................... 373




CORRESPONDENCE TABLE .................................................................... 379

ICADE  2012 FINANCIAL AND LEGAL REPORT

II

ICADE  2012 FINANCIAL AND LEGAL REPORT

Items of business
1. Income statement and consolidated balance sheet
at 31 December 2012 ......................................................................... 2
2. Analysis and comments on business activities and results ... 5
2.1.
2.2.
2.3.
2.4.
2.5.

Accounting policies, scope of consolidation ............................................................... 5


Highlights, key gures - 2012 ........................................................................................ 5
Outlook ......................................................................................................................... 11
The main trends in the property market .................................................................... 12
Business activities and results 2012 ........................................................................... 19

3. Adjusted net asset value at 31 December 2012 ...................... 46


3.1.
3.2.
3.3.
3.4.

Valuation of property assets ....................................................................................... 46


Valuation of property development and services businesses .................................. 55
Methodology for calculating net asset value ............................................................. 55
Calculating EPRA net asset value................................................................................ 56

4. Financial resources ......................................................................... 58


4.1. Liquid assets ................................................................................................................. 59
4.2. Debt structure as at 31 December 2012 .................................................................... 59
4.3. Financial structure ....................................................................................................... 61

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET AT31 DECEMBER 2012

Chapter 1

Items of business
1. Income statement and consolidated balance sheet
at 31 December 2012

31/12/2012

31/12/2011

1,49
99.3

1,49
92.0

TDA
A
EBIT

38
84.5

35
55.5

As a % of revenues

25.6%

23.8%

Depreciation charges net of investment grants

(176.8)

(148.6)

(87.2)

(32.3)

80.8

63.7

Ope
eratiing
g income

20
01.2

23
38.3

As a % of revenues

13.4%

16.0%

(10
01.6)

(97.2)

(37.2)

(44.1)

61.7

98.1

Net profit Group share

52.7

93.0

Net current cash flow

251.4

223.5

51,795,086

51,695,635

Group share of net diluted earnings per share

1.02

1.80

Net current cash flow per diluted share

4.86

4.32

(in millions of euros)

Turn
nove
er

Charges and reversals related to loss in value on tangible, financial and other current assets
Profit/loss from disposals

Fina
anciial profit/loss
Profit tax
Net Income

Data per share in euros


Average number of diluted shares in circulation used in the calculation

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET AT31 DECEMBER 2012

31/12/2012

31/12/2011

77.2

79.7

5.8

7.3

121.5

129.4

4,820.4

4,878.1

Non-current securities available for sale

2.5

2.7

Equity-accounted securities

0.0

1.3

Other non-current financial assets

5.1

9.8

14.8

20.9

5,04
47.3

5,12
29.2

Stocks and work in progress

692.3

628.4

Accounts receivables

584.2

516.5

Amounts due from customers (building contracts and off-plan sales)

18.8

22.1

Tax receivables

10.5

6.9

383.0

424.6

0.8

0.1

Other current financial assets

407.6

38.3

Cash and cash equivalents

443.6

414.3

Assets held for sale

214.9

99.4

TOT
TAL CURRENT ASSE
ETS

2,75
55.6

2,15
50.6

TOTAL ASSETS

7,802.9

7,279.8

31/12/2012

31/12/2011

2,652.9

2,738.3

310.7

1.7

2,96
63.6

2,74
40.0

42.5

42.3

2,878.4

2,575.3

Tax payable

3.4

0.0

Deferred tax payable

9.6

9.2

219.8

188.2

3,15
53.7

2,81
14.9

16.8

22.6

510.6

423.9

7.2

20.0

550.2

498.8

8.1

1.1

Miscellaneous current payables

549.6

657.5

Other current financial liabilities

18.1

11.4

Liabilities intended to be sold

25.0

89.6

TOT
TAL CURRENT LIAB
BILITIES

1,68
85.6

1,72
24.9

TOTAL LIABILITIES AND CAPITAL AND RESERVES

7,802.9

7,279.8

(in millions of euros)

Goodwill
Net intangible assets
Net tangible assets
Net investment property

Deferred tax assets


TOT
TAL NON-CURRENT
T ASSETS

Miscellaneous receivables
Current securities available for sale

(in millions of euros)

Capital and reserves - Group share


Minority interests
SHA
AREHO
OLDERS EQU
UITY
Non-current provisions
Long-term financial borrowings

Other non-current liabilities


TOT
TAL NON-CURRENT
T LIABILITIE
ES
Current provisions
Current financial liabilities
Tax payable
Trade payables
Amounts due to customers (building contracts and off-plan sales)

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET AT31 DECEMBER 2012

Change 2011/2012

NAV
31/12/2012

30/06/2012

31/12/2011

(in value)

(as %)

4,399.7

4,400.8

4,508.3

(108.6)

(2.4)%

84.7

84.9

87.5

(2.8)

(3.1)%

4,190.1

4,188.7

4,312.5

(122.4)

(2.8)%

80.7

80.8

83.7

(3.0)

(3..6)%

31/12/2012

30/06/2012

31/12/2011

(in value)

(as %)

Net financial debt

2,725.4

2,666.6

2,690.9

+34.5

+1.3%

Appraisal value of Property Investment


Division Portfolio

6,849.7

6,756.6

6,727.3

+122.4

+1.8%

39.8%

39.5%

40.0%

(in millions of euros)

Group share of EPRA NAV


EPRA NAV per share
(Group share fully diluted in )

Group share of EPRA triple net NAV


EPR
RA trriple net NAV pe
er share
(Grou
up sh
hare
e fully diluted in
n )

Change 2011/2012
(in millions of euros)

Loan to
o va
alue (LTV)

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2. Analysis and comments on business activities and results


2.1.

ACCOUNTING POLICIES, SCOPE OF


CONSOLIDATION

The consolidated financial statements of the Icade Group


are established as of 31 December 2012 in accordance with
International Accounting Standards (IFRS) as adopted by the
European Union pursuant to European Regulation No. 1606/2002
dated 19 July 2002. They were adopted by the Icade Board of
Directors meeting on 20 February 2013 and will be submitted for
the approval of the Annual General Meeting, which will beheld on
12 April 2013. The consolidated financial statements published
by the Group on 31 December 2011 were finalized in accordance
with the same principles and methods, given what is stated in
Paragraph 1.1 of the Appendix to the consolidated accounts.
As of 31 December 2012, the scope of consolidation includes
328 companies, 62 of which are active in Property Investment,
259 in Property Development and seven in Property Services.
A list of the fully and proportionally consolidated companies and
companies consolidated by the equity method is set out in note 37
scope of the consolidated appendix.

2.2.

HIGHLIGHTS, KEY FIGURES - 2012

2.2.1.

Highlights of nancial year 2012

For Icade, 2012 was mainly characterized by the continued active


optimisation of its portfolio of activities and the increased focusing
of its assets on commercial property.
This led to disposals which have been completed or are currently
being finalized:

the sale at the end of February 2012 of Icade Rsidences


Services, a company specialised in managing student
residences, for 24.2 million euros;
exclusive negotiations in preparation for the disposals in
the 1st half of 2013 of the Property Development Divisions
Building Engineering business and Icade Suretis, a company
specialised in managing security and remote surveillance
services;
the continued disposal of non-strategic assets in France
(7,300 m 2 of businesses and shops in jointly-owned
properties, 36,400 m2 of warehouses) and in Germany
(two office buildings in Berlin and Hamburg with a total
surface area of 21,500 m2 and land banks);
the signing of an undertaking to sell in January 2013, relating
to a portfolio of 11 logistics platforms representing a total
surface area of 380,000 m2 for 145 million euros;

the block sale of 495 residential properties in Epinay-surSeine (93) in June 2012 for 33.0 million euros;

the signing of an undertaking to sell in January 2013, relating


to the block sale of 849 residential properties in Sarcelles
(95) for 43.2 million euros;

the signing of undertakings to sell in 2012, relating to a


business park in Berlin (11,900 m2 ), an office building in
Frankfurt (7,500 m2 ) and land in Germany for a total amount
of 88.3 million euros.

But also by investments:

the delivery in January 2012 of the Le Beauvaisis property in


Parc du Pont de Flandre (Paris 19 th ). It has 12,000 m2 of HQE
certified office space split over seven floors. It has received
the BBC renovation label. It is currently in the process of
being marketed (3,400 m2 leased so far);

the delivery of the fifth and final building in the Metropolitan


transaction in Villejuif in March 2012 (12,000 m2 out of a total
of 80,000 m2 ). The entire complex has been leased to LCL;

the continued restructuring of the EQHO Tower in


La Dfense (92). Total investments in 2012 amount to
96.0 million euros. Delivery is scheduled for mid-2013. The
asset is in the pre-marketing stage.

In addition, Icade raised, with French institutional investors,


360 million euros in order to increase the capital of its subsidiary
company, Icade Sant, enabling continued development in this
business line. Icade Sant then acquired 11 clinics during the
financial year, for a total of 310 million euros.
Property Investment Division: steady rental activity
during 2012
In addition to the investments and arbitrage detailed above,
and despite tensions in the rental market in 2012, Icade leased
60,000 m2 of vacant surface area in its strategic portfolio (Offices
and Business Parks), enabling it to record a financial occupancy
rate for the year of 94.8%, not far from the level of the previous
financial year.
Icade therefore achieved commercial success in terms of its main
assets delivered and currently being marketed:

finalization of leasing of the H2O building in Rueil-Malmaison


(92);

leasing of 10,700 m2 in the 521 building in Aubervilliers,


contributing to a financial occupancy rate of 82% at
31 December 2012. Remaining vacant surface area amounts
to approximately 2000 m2;

the signing of 6,000 m2 in the Factory building in Boulogne


increasing the occupancy rate to 43.1%;

the start of leasing of the Le Beauvaisis property in the


Parc du Pont de Flandre (3400 m2 signed in January 2013).

As part of its policy to rotate its strategic assets, in December


2012 Icade sold a property located at 7/9 Avenue de Messine
(Paris 8 th ) for 107.5 million euros.

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Property Development Division: slowdown in residential


property business in 2012 and a new cycle in the commercial
property business
In a sluggish market, the operating profit of the Property
Development Division (excluding the PNE development), as at
31 December 2012, amounted to 69.8 million euros compared
with 80.7 million euros during the same period in 2011.
As announced on 30 June 2012, the economic climate and the
schedule for the removal of tax benefits significantly slowed
down the Property Development business in the 2nd half of 2012.
Turnover from that business fell 9.5% between 2011 and 2012
(669.9 million euros in 2012 compared with 740.5 million euros
in 2011). EBITDA is meanwhile down 7.2% compared with 2011. It
represents 7.7% of turnover for 2012 compared with 7.5% in 2011.

Financing strategy
Icade used 2012 to continue its policy of optimising its financial
structure to enable it to look to the future with confidence. Even
though it has no short-term needs, Icade wanted to strengthen
its prudent approach to managing its financial resources, with
the aims of proactively managing its schedule and diversifying
its financial resources.
Icade therefore carried out two major financing transactions
in 2012:

signature in July 2012, with a pool of seven banks, of new


block financing of 1,550 million euros divided into three
tranches:

a Medium Term Credit Line for 625 million euros with a


maturity of five years, to allow Icade to cover the combined
medium-term needs of Icade and Silic. For this purpose,
Icade has granted Silic two financing streams for a total in
principal amount of 400 million euros,

a Revolving Credit Facility in the sum of 550 million euros


with a maturity of three years, to allow Icade to strengthen
its financial structure by increasing its available credit lines,

a Forward Start Credit Line for 375 million euros, to allow


Icade to forecast the refinancing of a portion of the maturity
of its syndicated loan of 900 million euros in July 2014.

Icade has therefore confirmed its selective policy of preserving


its margins without systematically looking to increase its turnover
in its financial indicators.
EBITDA for the Commercial Property Development business
(excluding engineering ) is down by 15.4% compared with
31 December 2011, particularly as a result of the deliveries of
the university hospital in Saint-Nazaire (property development
contract 92,300 m2 ) and the final building in Villejuif (property
development contract 12,000 m2 ). This change also reflects
the launch of a new production cycle from 2012 (launch in the
1st half of 2012 of new products marketed in 2011).
In December 2012, the corporate governance bodies of CDC
and Icade authorised the takeover by CDC of Icades stake
in development company PNE SAS. This transaction, which
will come into effect in early 2013, will allow Icade to focus
on its role as a developer in the residential, business and
office aspects of the operation. The financial impact of this
disposal was calculated based on an independent technical
and financial audit carried out in the 2nd half of the year, and
entirely posted in 2012. This results in an operating loss of
17.9 million euros in Icades consolidated accounts in relation to
the development company Paris Nord Est SAS.
The backlog of all the activities of the Property Development
Division has fallen by 6.4% compared with 31 December 2011
with a 5.2% increase in the Residential Property Development
business (1,081.6 million euros) and a 21.6% decrease in the
Commercial Property Development business (611.6 million euros).
This reduction in the Commercial Property Development business
is due to the launch in 2012 of operations marketed at the end of
2011 and during 2012. This resulted in a significant increase in
turnover for the Property Development Division and an automatic
reduction in the backlog.
Valuation of assets
The overall value of Icades property assets has increased slightly by
1.8% compared with 31 December 2011, to stand at 6,849.7 million
euros. The assets of the Commercial Property Investment Division,
which represent almost 96% of the total assets, have increased by 2.8%.
On a like-for-like basis, the value of the whole portfolio is down
by 1.7% due in particular to an adjustment in the appraisal value
of the EQHO Tower of 58 million euros.

ICADE 2012 FINANCIAL AND LEGAL REPORT

This financing structure, in line with the profile of the future


Icade/Silic combined entity, enables Icade to smooth its
debt maturity, whilst extending the average maturity of its
debt, and to strengthen its financial structure by increasing
its total back-up credit lines;

signature in December 2012, of a 12-year mortgage financing


against its Parc du Pont de Flandre, demonstrating the
appeal of business parks. This raised 200 million euros from
a leading market insurer, extending the average maturity
of Icades debt by six months and confirming the Groups
ability to diversify its funding sources.

Post-closing events

The funds resulting from the 200 million euros 12-year


mortgage financing, agreed at the end of the year with an
institutional investor, were released at the end of January
2013. This financing is backed by the Parc Tertiaire du Pont
de Flandre in Paris.

The CDC committed to buy shares in Paris Nord Est, a


company owned by the Group, via an irrevocable purchase
offer received on 15 January 2013.

On 21 Januar y 2013, an under taking to sell subject


to conditions precedent was signed in relation to
11warehouses. The associated financial impacts were all
posted in the 2012 financial year.

On 30 Januar y 2013, the Group signed a unilateral


undertaking to sell relating to 849 residential properties
in Sarcelles (95).

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2.2.2. Combination with Silic

rights in Icade and (ii) in conjunction with CDC and Icade, 43.94%
of the undiluted capital and voting rights in Silic.

Recap of events and next steps:


3. Stage three: filing by Icade of a mandatory public offer for Silic
Following the signature of a non-binding protocol agreement
on 13 December 2011 between the Caisse des Depots, Icade
and Groupama, on 22 December, 2011, Icade and the CDC made
Groupama a firm offer which was accepted on 30 December 2011.
The combination between Icade and Silic is structured in three
stages:
1. Stage one: contribution to a subsidiary of the CDC, HoldCo
SIIC, (a) of the shareholding held by the CDC in Icade and
(b) of a fraction of the shareholding held by Groupama in Silic

After HoldCo SIIC, acting in concert with CDC and Icade, crossed
the 30% threshold, Icade filed a mandatory offer for Silic on
13March 2012.
The offer included a public exchange offer for Silic shares as well
as a public offer to purchase bonds redeemable in cash and/or
new shares and/or existing shares (ORNANEs) issued by Silic.
The terms of the offer are as follows:

for the share exchange: the parity is the same as the parity
for the contributions, i.e. five Icade shares issued for four Silic
shares contributed (2011 dividend attached or detached
in both cases) and;

for the purchase offer: the nominal value of the ORNANE


convertible bonds to which the dividend accrued up to
the scheduled date for early payment/delivery of the offer
is added, i.e. 126 euros per ORNANE based on payment/
delivery on 14 June 2012. A shift in the payment/delivery
of the offer will not affect the price per ORNANE.

On 30 January 2011, the CDC contributed 55.57% of its capital and


voting rights in Icade to HoldCo SIIC. At the same time, Groupama
offered 6.5% of its capital and voting rights in Silic to HoldCo SIIC.
Each contribution was made based on an exchange parity of
five Icade shares for four Silic shares, 2011 dividend attached for
each company. The valuation of HoldCo SIIC was determined by
transparency on the basis of this parity.
On 6 February 2012, CDC and Groupama signed a shareholders
agreement governing their relationship within HoldCo SIIC. This
agreement relating to HoldCo SIIC is valid for a term of 20 years
and includes the following stipulations:

an agreement to not sell the shares in HoldCo SIIC owned


by Groupama for 30 months from the date of signature of
the shareholders agreement;

a preferential right for CDC at the end of the period


prohibiting the sale of the shares;

a proportional joint opt-out right for Groupama in the event


that the CDC wants to sell all or some of its shares in HoldCo
SIIC to a 3rd party other than an affiliate;

liquidity for Groupama.

A summary of the clauses in the shareholders agreement which


fall within the scope of the provisions of Article L. 233-11 of the
French Commercial Code was given to Icade and was the subject
of a notice published by the AMF on 17 February 2012 under the
number 212C0291.
2. Stage two: contribution by Groupama of the balance of its
shareholding in Silic to HoldCo SIIC
After permission was obtained from the Competition Authority
on 13 February 2012, the CDC and Groupama, as shareholders of
HoldCo SIIC, approved the contribution by Groupama of 37.44%
of the capital and voting rights in Silic following a decision
on 16 February 2012. The balance of Silic shares owned by
Groupama was contributed according to the same parity as the
1st contributions, i.e. five Icade shares for four Silic shares, 2011
dividend attached for each of the companies.

On 24 April 2012, the AMF declared the offer to be in compliance


and appended stamp n12-179 to Icades information notice and
stamp n12-180 to Silics response, which are available on the
websites of Icade (www.icade.fr), Silic (www.silic.fr) and the AMF
(www.amf-france.org).
The compliance decision and the notice of initiation of the offer
were published by the AMF on 24 April 2012 under the number
212C0533 and on 26 April 2012 under the number 212C0547
respectively.
In proceedings on 3 May and 4 May 2012, SMA Vie BTP and the
ADAM respectively brought an application to annul the AMFs
compliance decision before the Paris Court of Appeal.
In its comments filed at the Paris Court of Appeal on 31 May
2012, the AMF agreed in the interest of the market and as a
precautionary measure, to extend the closing date of the public
offer, originally set for 1 June 2012, so that the closing date shall
be at least eight days after the decision of the court ruling on
the annulment of the AMFs decision.
On 26 June 2012, the Paris Court of Appeal set 21 March 2013 as
the date of the appeal hearing.
This date was confirmed at a procedural hearing on 27 November
2012.
The Court of Appeal is likely to announce its ruling by the end
of the 1st half of 2013.
In accordance with the AMFs decision in relation to an extension
on 15 May 2012, the offer shall remain open until further notice.

As a result of the contributions described above, 75.07% of HoldCo


SIICs capital is owned by CDC and 24.93% is owned by Groupama.
In addition, HoldCo SIIC holds (i) 55.57% of the capital and voting

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2.2.3. Key gures


(in millions of euros)

Turnover
EBITDA
Profit/loss from disposals
Operating income
Financial Profit/Loss
Tax expense
Net income, Group share
Net current cash flow

31/12/2012

31/12/2011

Change

1,499.3

1,492.0

+0.5%

384.5

355.5

+8.2%

80.8

63.7

+26.7%

201.2

238.3

(15.6%)

(101.6)

(97.2)

+4.5%

(37.2)

(44.1)

(15.7)%

52.7

93.0

(43.3)%

251.4

223.5

+12.5%

Icades turnover was 1,499.3 million euros at 31 December 2012 compared with 1,492.0 million euros at 31 December 2011.

31/12/2012

31/12/2011
restated

Reclassifications(**)

31/12/2011

Change

399.7

364.6

0.6

364.0

+9.6%

1,070.7

1,106.3

1,106.3

(3.2)%

Services

62.8

109.5

110.1

(42.7)%

Other (*)

(33.9)

(88.4)

(88.4)

(61.6)%

1,499.3

1,492.0

1,492.0

+0.5%

(in millions of euros)

Turnover
Property investment
Development

Total revenues

(0.6)

0.0

(*) The Other activities consist of what the Icade Group calls its head oce charges and eliminations of Icades intra-group operations.
(**) Reclassications relate to the sale on 1 January 2012 of Icade Inmobiliaria by the Services business to the Property Investment business.

The turnover of the Commercial Property Investment Division


at 31 December 2012 is split into 94.4% for commercial property
assets and 5.6% for residential assets.
Turnover from commercial property assets has risen by 11.4%
compared with 31 December 2011, totalling 377.2 million euros
at 31 December 2012. This increase is primarily from effects of
change of scope (acquisitions of healthcare properties, delivery
of office properties and shopping centres), as well as leasing
which occurred in 2011 and 2012.
The turnover of the Property Development Division, as at
31 December 2012, was down 35.6 million euros compared
with the same period in 2011, including 70.7 million euros for
the Residential Property Development business, mainly due
to, a 5.9% fall in the number of lots developed compared with
31 December 2011, and offset by a 45.2 million euros increase
in the Commercial Property Development business following
the launch in the 1st half of 2012 of new development projects.

ICADE 2012 FINANCIAL AND LEGAL REPORT

The Services Divisions turnover was down by 46.7 million euros


compared with 31 December 2011, mainly due to the disposal of
student residence management activities in France and Spain
in 2011 and early 2012 (loss in turnover of 42.8 million euros).
The change in Other turnover, corresponding to the elimination
of intra- group transactions, reflects the reduction in the number
of transactions by the Property Development Division on behalf
of the Property Investment Division.
Icades consolidated revenues, as at 31 December 2012, break
down as follows: 26.7% from Property Investment, 71.4% from
Property Development, 4.2% from Services and (2.3)% from
Other activities.
EBITDA totalled 384.5 million euros as at 31 December 2012,
compared with 355.4 million euros on the same date in 2011. The
breakdown for Investment is 84.0%, for Development 17.9%, for
Services 1.4% and for Others (3.3)%.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

(in millions of euros)

31/12/2012

31/12/2011
restated

Reclassifications(**)

31/12/2011

Change

323.1

287.0

(0.7)

287.7

+12.6%

68.9

82.0

82.0

(15.9)%

5.2

10.9

10.2

(52.4)%

(12.7)

(24.4)

(24.4)

(48.0)%

384.5

355.5

355.5

+8.2%

EBITDA
Property investment
Development
Services
Other (*)
TOTAL EBITDA

0.7

0.0

(*) The Other activities consist of what the Icade Group calls its head oce charges and eliminations of Icades intra-group operations.
(**) Reclassications relate to the sale on 1 January 2012 of Icade Inmobiliaria by the Services business to the Property Investment business.

The EBITDA/turnover ratio for the Property Investment Division


was 80.8% as at 31 December 2012 compared with 78.7% as at
31December 2011. This improvement came predominantly from
an increase in commercial property assets, for which the EBITDA/
turnover ratio 84.3% as at 31 December 2012.
The 15.9% fall in EBITDA of the Property Development
Division is explained by the finding of significant additional
costs in relation to the development work of the PNE project
representing 7.3million euros and a 4.0 million euros reduction
in the Residential Property Development businesss contribution
to EBITDA between 2011 and 2012.

The EDITDA of the Services Division as at 31 December 2012


was down by 52.4% compared with 31 December 2011. The
companies sold in 2011 and 2011 contributed 4.4 million euros
to the EBITDA of 31 December 2011.
Operating Profit totalled 201.2 million euros as at 31 December
2012 compared with 238.3 million euros as at 31 December 2011.

31/12/2012

31/12/2011
restated

Reclassifications(**)

31/12/2011

Change

137.9

175.6

(0.2)

175.8

(21.5)%

51.9

77.1

77.1

(32.7)%

Services

3.4

9.5

9.3

(63.7)%

Other (*)

8.0

(23.9)

201.2

238.3

(in millions of euros)

Operating income
Property investment
Development

TOTAL OPERATING PROFIT

0.2

(23.9)
0.0

238.3

(15.6)%

(*) The Other activities consist of what the Icade Group calls its head oce charges and eliminations of Icades intra-group operations.
(**) Reclassications relate to the sale on 1 January 2012 of Icade Inmobiliaria by the Services business to the Property Investment business.

The change between 2011 and 2012 in the components of the


EBITDA and the operating profit/loss are as follows:

The net capital gains on disposals in 2012 were 80.8 million


euros compared with 63.7 million euros in 2011. This
difference is principally related to disposals of residential
property assets (41.6 million euros), of Icade Rsidences
Services which was sold in March 2012 (20.8 million euros
posted in Other) and the disposal of an offices property
in Avenue de Messine (Paris 8 th ) for 13.4 million euros;

the net depreciation and amortization expenses as at


31 December 2012 were 176.8 million euros compared with
148.6 million euros at the same date in 2011. This increase
is mainly due to investments made in the healthcare sector
at the end of 2011 and in 2012;

the charges and reversals linked to loss in value on assets


stood at 87.2 million euros as at 31 December 2012
compared with 32.2 million euros at the same date in 2011.
This change is essentially due to an additional provision for
loss in value of the EQHO Tower of 55.4 million euros as at
31 December 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The Net Profit, Group Share reached 52.7 million euros


compared with 93.0 million euros as at 31 December 2011.
Net Current Cash Flow stood at 251.4 million euros as at
31 December 2012, up 12.5% compared with 31 December 2011
(223.5 million euros).
This performance is mainly due to the growth of the Commercial
Property Investment business related to commercial successes

Key figures (in millions of euros)


EBIT
TDA
A
PNE SAS classified as non-current

(*)

in 2011 and 2012 and to a significant increase in the volume of


investments in the health sector in 2011 and 2012 (combined total
of 710 million euros). The increased financial expense can mainly
be explained by the rise in the financial debt due to financing of
investments, partially offset by the fall in the average cost of debt.
The fall in the current tax liabilities is mainly related to the fall in
taxable profit/loss of the Commercial Property Development
Division.

31/12/2012

31/12/2011

Change

38
84.5

35
55.5

+8
8.2%
%

2.3

Currrentt EBITDA

38
86.8

35
55.5

+8
8.8%

Financial profit (loss)

(101.6)

(97.2)

+4.5%

(101
1.1)

(97.2)

+4
4.0%

(37.2)

(44.1)

(15.7)%

(1.2)

0.0

Tax on capital gains from sales

1.9

9.3

PNE SAS classified as non-current

0.1

Exit tax

2.0

PNE SAS classified as non-current


Currrentt financial profit/loss
Corporate tax(**)
Tax on provision for depreciation on client contracts and net release of
investment provisions Property Development Division

0.4

Currrentt co
orporate tax

(34
4.3)

(34.8)

(1..4)%

NET CURRENT CASH FLOW

251.4

223.5

+12.5%

(*) Following elimination of internal margins achieved by the Property Development Division.
(**) The corporate tax results partly from the activities of the Property Development and Services Divisions and partly from Icades Holding business.

Loan to value (LTV)

Key figures (in millions of euros)


Net financial debt

(*)

Appraisal value of Property Investment Division Portfolio


Loan to
o va
alue (LTV)(**)

31/12/2012

30/06/2012

31/12/2011

2,725.4

2,666.6

2,690.9

6,849.7

6,756.6

6,727.3

39..8%

39
9.5%

40
0.0%

(*) Net nancial debt presented in chapter 3 note 23.1.


(**) Loan-to-value ratio presented in chapter 1 paragraph 4.3.1.

At 31 December 2012, Icades net debt stood at 2,725.4 million


euros (compared with 2,690.9 million euros at 31 December 2011).
The appraisal value of Icades real-estate assets (excluding
duties) as established by independent experts was 6,849.7 million
euros as of 31 December 2012, compared with 6,727.3 million
euros on 31 December 2011.

Icades loan to value (LTV) ratio is calculated conservatively as


the ratio between the Groups net debt on all business activities
including funding development, service and public & private
partnership (PPP) operations, and the appraisal value of the
assets (excluding duties) of the Property Investment Division
without taking into consideration the value of development and
services assets.
It was 39.8% on 31 December 2012 compared with 40.0% as at
31 December 2011.

10

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

NAV

NAV (in millions of euros)


EPRA single net NAV Group share

31/12/2012

30/06/2012

31/12/2011

Change
2011/2012

Change
in %

4,399.7

4,400.8

4,508.3

(108.6)

(2.4)%

84.7

84.9

87.5

(2.8)

(3.1)%

4,190.1

4,188.7

4,312.5

(122.4)

(2.8)%

80.7

80.8

83.7

(3.0)

(3.6)%

EPRA NAV single net per share


(Group share fully diluted in )
(*)

Group share EPRA triple net NAV

EPR
RA trriple net NAV pe
er share(*)
(Grou
up sh
hare
e fully diluted in
n )
(*) EPRA triple net NAV presented in chapter 1 paragraph 3.4.6.

As at 31 December 2012, the EPRA single net asset value is


4,399.7 million euros, i.e. 84.7 euros per share, down 3.1% compared
with 31 December 2011 and the EPRA triple net asset value is
4,190.1 million euros, i.e. 80.7 euros per share, down 3.6% compared
with 31 December 2011.
After restatement of the dividend of 3.72 euros (including an
exceptional dividend of 0.37 euros) per share paid in June 2012,
the EPRA triple net asset value increased 0.9%.

2.3.

OUTLOOK

Over the coming years, Icade plans to continue to develop ways


of improving its net current cash flow, particularly involving:

the continued marketing of existing assets or assets to be


delivered in 2013;

the development of major secure projects located in


business parks illustrates Icades desire to draw on the
expertise of its commercial property development business
to develop operations that can generate future cash flows
and create value in the medium term;

the accelerated implementation of diversification of


financing sources to allow the continued reduction in the
average cost of debt;

the continued development of Icade Sant, building on the


confidence placed in it by several large French institutional
investors through share capital increases carried out in 2012
based on NAV. This will allow Icade to finance forthcoming
asset and portfolio acquisitions, retaining an unchanged
contribution to its cash flow from this asset class, and
pooling management costs;

In the longer term, Icades positioning will be based on the significant


potential to be found in developing its business parks on the outskirts
of Paris, particularly as part of the Grand Paris project. The successful
management of its unique land reserves will allow Icade to offer a
comprehensive range of products, whose pace of development will
be determined by market needs.
This in the context in which the merger with Silic will take place,
enabling Icade to position itself as a leader in French commercial
property investment and to strengthen its stock market status,
while retaining a solid financial structure.

ICADE 2012 FINANCIAL AND LEGAL REPORT

11

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2.4.

THE MAIN TRENDS IN THE PROPERTY MARKETS

2.4.1.

Commercial Property Market

(Sources: CB Richard Ellis, Jones Lang Lasalle, Insee)


2.4.1.1. Investment in commercial real estate: higher than expected volumes
In 2012, 14.5 billion euros was invested in commercial property in France, midway between the record set in 2007 and the low point
of 2009. Contrary to all expectations, the rental market proved extremely resilient to the bleak economic environment in 2012, even
though it fell by 10%.

SIX-MONTHLY CHANGE IN COMMERCIAL REAL-ESTATE COMMITMENTS IN FRANCE


(in billions of euros)
27.4

30
23.5

25
20

16.1

16.0
12.6

11.7

15
9.7

14.5

11.7
7.7

10
5
0
2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

HY2

HY1

QUARTERLY CHANGE IN COMMERCIAL REAL-ESTATE COMMITMENTS IN FRANCE


(in billions of euros)
27.4

30
23.5
25

5.5

4.8
20

16.0
11.7

15
9.7
10

16.1
12.6

6.7

3.0

2.6

3.1

14.5

11.7
7.7

7.8

5.4

2011

2012

5.3

3.6

5
0
2003

2004

2005

Q1

(Source: CB Richard Ellis)

12

ICADE 2012 FINANCIAL AND LEGAL REPORT

2006
Q2

2007

2008
Q3

2009

2010
Q4

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The market performed consistently well throughout 2012, with


particularly strong performance in the 2nd and 4th quarters, which
recorded nearly 4.1 billion euros and 5.4 billion euros of investment
respectively. Despite financing, which is still more restricted than
it has been in the past, and despite the lack of tax incentives, 2012
recorded no fewer than 38 transactions for more than 100 million
euros, which alone accounted for 53% of the years commitments.
Investors continued to focus above all on the most secure, and
even ultra-secure, core properties (51% and 24% respectively),
entirely leased to solid tenants, with leases of at least six years
at the time of acquisition, at values close to market rents. At the
other extreme, the segment covering small transactions for less
than 25 million euros, remained dynamic, with 372 transactions
accounting for almost 20% of investments. This polarization
tempered the increase in medium-size transactions, which worked
out at slightly less than 30 million euros.
Geographically, the trend is still concentrated in the le-de-France
region. A premium exists for prime locations, such as urban
shopping centres and Paris business districts. The inner suburbs
performed exceptionally, with an 8% increase in activity. For the
second consecutive year the Northern inner suburbs recorded
very good results, with more than 200,000 square meters of
take-up in 2012, the highest level since 2000.
Regionally, investment amounted to 3.3 billion euros, representing
23% of volumes invested, excluding indivisible multi-city portfolios
(compared with 19% in 2011, 23% in 2010 and 26% in 2009).

mainly due to rich, foreign institutional investors. For instance,


87% of transactions for more than 200 million euros involved
international investors. This strong re-internationalization of
the market was accompanied by greater diversity in the origin of
foreign investors, with a particular increase in sovereign wealth
funds. These invested directly during 2012, attracted by trophy
assets in Paris.
The market in off-plan sales remained subdued, representing
just 14% of office transactions. And investors risk aversion was
reflected in a three-fold decrease in the volume of speculative
sales which fell to 37% of off-plan office sales, from 76% in 2011.
In terms of product types, two-thirds of investments focused
on office space, with a share of 69% or 9.9 billion euros (-20% in
a year) a historically low level. Retail property fully benefitted
from its reputation as a defensive asset, accounting for 22% of
investments or 3.3 billion euros (+30% in a year), particularly
businesses on the ground floors of buildings and city-centre
shopping malls. These alone made up 60% of retail volumes
invested. Shopping centres declined slightly, however. Finally,
investment in industrial space continued its slow recovery, with
a total of 9% of volumes or 1.3billion euros (+33% in a year),
representing the largest increase. This impressive result can be
explained by the logistics portfolios segment, which accounted
for nearly 50% of volumes.

The commercial property investment market was dominated


by large, foreign institutional investors. Large transactions were

BREAKDOWN BY SECTOR OF COMMERCIAL REAL-ESTATE INVESTMENT IN FRANCE SINCE 2008


(in billions of euros)

16.1

16

14.5

14

12.7

12

12.6

10.0

10

8.0

7.7

8
5.2

6
4
2

11.7

9.9

1.5

1.3
0.6 0.9 1.0

1.1

2.8 2.4
1.9

3.3

0
Proportion of Warehouses and
Business Premises

3URSRUWLRQRI2FHV

Proportion of Retail
2008

2009

2010

2011

Total amount invested


2012

(Source: CB Richard Ellis)

2.4.1.2. Offices
At 1 January 2013, prime office yields were as follows: Paris Central Business District between 4.25% and 5.75%, La Dfense between
6.25% and 7.50%, Western Crescent between 5.25% and 9.00%, inner suburbs between 6.25% and 9.00% and Regions between 5.80%
and 8.00%.

ICADE 2012 FINANCIAL AND LEGAL REPORT

13

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

TAKE-UP AND IMMEDIATE SUPPLY IN THE LE-DE-FRANCE REGION CHANGE IN GDP (FRANCE)
(in thousands of m2)
4,000

in %
3.6

3.6

3.6

3.6

3
3,000

2.7

2.4

2.5

2.2

2.4

1.9

2,000

0
-1

1,000

-2
0

-3
2000

2001

2002

2003

2004

2005

2006

2007

2008

2010

2011

2012

Change in GDP France


(in %)

'HPDQG6DWLVHG
(in thousands of m2)

Supply Immediately Available


(in thousands of m2)

2009

(Sources: CB Richard Ellis/Insee)

The volume of office take-up in the le-de-France region was


2.4million m 2 in 2011 (-3% in a year). The relative dynamism
of the market in 2012 can particularly be explained by the
resilience of transactions for more than 5,000 m2 which, after a
disappointing first half of the year (27transactions for take-up
of 322,200 m2 ), picked up in the second half. There was a total
of 70 transactions for more than 5,000 m 2 in 2012 (compared
with 71 in 2011), totalling 1.1 million m2 of take-up (8%). More
than 60% of these surface areas were pre-sold.

The proportion of new and restructured surface areas was 41%


(4 points above its historic average), that of renovated property
27% and that of used office space 32%.
With 852,000 m2 of take-up in 2012, activity in Paris fell sharply
(-10%) although at 36% it still accounts for a significant share of
volumes in the le-de-France region. In the absence of any mega
deals, the Western Crescent experienced a decrease of around
15% in surface areas marketed. Activity in the inner suburbs
and La Dfense increased by almost 40%. In fact, the number of
transactions for more than 3,000 m2 doubled in the inner suburbs.

CHANGE IN ANNUAL TAKE-UP IN THE LE-DE-FRANCE REGION


(in millions of m2)
3.0

2.9

2.8

2.8
2.5

2.4
2.5

2.2
2.0
1.8

2.0

2.4

2.2
1.9

1.7
1.5

1.5
1.0
0.5
0.0
2000

2001

2002

2003

Q1

2004
Q2

2005

2006

2007
Q3

2008

2009

2010

2011

2012

Q4

(Source: CB Richard Ellis)

Immediate supply remained fairly stagnant at 3.58 million m2 as at 1 January 2013. However, this relative stability in the le-de-France
conceals major geographic and structural disparities which have tended to become more pronounced over the course of the year,
with tensions remaining on the Paris market, while supply appears relatively abundant in surrounding areas.

14

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

CHANGE IN IMMEDIATE SUPPLY IN THE LE-DE-FRANCE REGION AT THE END OF THE YEAR
(in millions of m2)
4.0

3.50

3.63

3.60

3.61

3.58

2009

2010

2011

2012

3.5
2.94
3.0

2.57

2.93

2.74

2.72

2.47

2.50

2.43

2006

2007

2.5
1.78

2.0

1.52

1.5

1.11

1.0
0.5
0.0
1997

1998

1999

2000

2001

2002

2003

2004

New/restructured

2005

2008

Renovated/second-hand

(Source: CB Richard Ellis)

As at 1 January 2013, the vacancy rate ranges from around 3.5% in North-East Paris and Southern Paris, to 5.2% in Paris Centre West.
The vacancy rate in La Dfense stands at 6.6%.

CHANGE IN VACANCY RATES IN THE LE-DE-FRANCE REGION AT 1 JANUARY


2013

2012

2011

2010

2009

Paris Centre West

5.2%

4.9%

5.6%

6.2%

4.1%

Paris South

3.6%

4.2%

5.9%

6.1%

3.1%

Paris North East

3.5%

3.3%

3.4%

4.3%

4.0%

Average
e Paris

4.4%

4.4%

5.3%

5.8%

3.8%

La Dfense

6.6%

7.0%

6.0%

4.5%

3.6%

Western Crescent

10.8%

10.4%

9.9%

10.1%

8.2%

Inner Ring North

10.5%

11.7%

9.1%

10.5%

7.9%

Inner Ring East

7.6%

7.9%

8.4%

6.9%

4.3%

Inner Ring South

7.8%

7.3%

8.6%

11.6%

11.6%

Outer Ring

5.6%

6.0%

6.3%

5.8%

5.4%

Average
e lle-de-France

6.5%

6.6%

6.8%

6.8%

5.4%

(Source: CB Richard Ellis)

In terms of rental values, a decrease has been recorded in the


areas with the most supply. As at 1 January 2013, the weighted
average rent for new, restructured or renovated surface areas in
the le-de-France region had fallen by 1.3% in a year, to 295 euros
excl. taxes and charges/m2 /year. This relatively limited fall can be
explained by the high proportion of turn-key transactions in the
years take-up. The average rent for used surface areas remained
fairly stable at 215 euros.
Conversely, for the North-East Paris area, the average weighted
rent for new, restructured or renovated surface areas is up +2.8%,

to 330 euros excl. taxes and charges/m2 /year. Rent for used
surface areas has risen 2.4% over a year, to 256 euros.
The market continues to be characterised by very selective
behaviour on the part of potential users. Companies are proving
very demanding when defining their specifications and are now
very ready to expand their initial search parameters, forcing some
owners to review their strategy in light of newly established
competing areas. Significant sales incentives are meanwhile being
offered, even tending to increase over the second half of the year.

ICADE 2012 FINANCIAL AND LEGAL REPORT

15

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Average prime rent in Paris Centre West increased slightly over


the period (3%) to 771 euros excl. taxes and charges/m2 /year. A
number of users still have an appetite for high-quality buildings
at prestigious addresses, although these remain scarce.

Average prime rent in La Dfense continued to fall, to 441 euros


excl. taxes and charges/m2 /year (-4% in three months, -11% in a
year), due to the shortage of transactions signed for more than
500 euros.

CHANGE IN RENTAL VALUES IN THE LE-DE-FRANCE REGION BETWEEN 1990 AND 2012
(in current excl. taxes and charges/m/year)
771

800
700
600
500

441

400
300

295
200
100
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Paris Center West prime

La Dfense prime

Average le-de-France

(Source: CB Richard Ellis)

2.4.2. New housing market in France: a sharp fall


in activity
(Sources: BIEN Database - Paris and le-de-France Notaries/FPI/
MEEDDAT/SESP: SOeS, ECLN/CBRE)
Dynamic sales in January 2012, due to the exceptional spike
ahead of the announced tax reform, dried up sharply over the
following months.
The downward spiral in volumes can be explained by the combined
effect of:

16

the major reduction in tax benefits granted to rental


investment (rate of Scellier tax exemption reduced to 13%
in 2012 for new LEB buildings compared with 22% in 2011);

consumers wait-and-see attitude in light of the uncertain


economic outlook;

the significant reduction in help for first-time buyers due to


reform of PTZ+ (zero-interest rate loans) at the end of 2011;

the tightening of lending conditions for buyers, with rates


remaining low (fixed at 3.31% on average in November
according to the Crdit Logement obser vator y) but
conditions still restrictive:

ICADE 2012 FINANCIAL AND LEGAL REPORT

the level of contribution required remains between 15%


and 20% of the price of the property (compared with 10%
to 15% a year earlier),

the average term of loans granted continues to be reduced,


with 25-year loans accounting for just 18.1% of production
during the first 9 months of 2012 (compared with 24.5%
in 2011);

continued downward pressure on prices and the prospect of


rent caps mean a less attractive rental return for investors.

2.4.2.1. Housing construction


Following a good year in 2011, with 421,000 new homes, there
was a sudden reversal in the trend, due to the low numbers of
first-time buyers in particular. Between December 2011 and
November 2012, construction start-ups fell by 11.3% to 360,000
units. These construction start-ups are broken down into
164,000 collective housing units, 174,000 individual housing
units (including 127,000 purely individual and 47,000 grouped
individual) and 22,000 units in residences.
The number of building permits granted between December
2011 and November 2012 was 514,000 units, broken down into
248,000 collective housing units, 228,000 individual housing
units (including 155,000 purely individual and 73,000 grouped
individual) and 38,000 units in residences. This represents an
annual decrease of 1.4%

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

CHANGE IN CONSTRUCTION START-UPS AND BUILDING PERMITS ACROSS THE WHOLE OF FRANCE
(including Overseas Departments and Territories)

570

600,000

548

535

512
461

500,000
400,000

410

379
330 308

322 308

328 311

2000

2001

2002

435

421

456

454
369

363
314

421

397
333

514

360

346

300,000
200,000
100,000
0
2003

2004

2005

2006

2007

Building permits

2008

2009
2010
2011
2012
(situation at end of november 2012)
Construction start-ups

(Source: MEEDDAT/SESP: SOeS, Sit@del)

While the number of sales and new properties on the market are
currently slowing down sharply, the slowdown in production of
new housing is now catching up. At the end of 2012, the difference
between the number of building permits and the number of
construction start-ups diminished, apparently as a result of
difficulties balancing development programs and financing them.

2.4.2.2. Number of housing units sold in metropolitan France


The 105,000 sales and reservations of new housing units from
developers (programs of at least five housing units) recorded in
2011 already represented a fall of 10% in a year. The 62,600 sales
and reservations recorded during the first nine months of the
year indicate a significant slowdown in activity of 16% compared
with the same period in 2011.

NEW RESIDENTIAL PROPERTY PLACED ON THE MARKET, SOLD OR AWAITING SALE IN FRANCE
(Activity by developers, programs with at least  ve housing units, total for last 12 months)

200,000

150,000

100,000

50,000

0
3Q00

3Q01

3Q02

3Q03

3Q04

Property placed on the market

3Q05

3Q06
Sales

3Q07

3Q08

3Q09

3Q10

3Q11

3Q12

Property for sale

(Sources: CBRE/MEDDTL: SOeS, ECLN)

ICADE 2012 FINANCIAL AND LEGAL REPORT

17

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Due to the increase in commercial property for sale and the decline
in sales, the average stock disposal time (ratio: stock/sales), for
mainland France, increased to 13 months in the 3 rdquarter of
2012 (compared with 8.6 months in the 3rd quarter of 2011). This
is slightly shorter for apartments (12.8 months) than for detached
houses (15.0 months).
In the le-de-France region, stock rose slightly to 8.7 months on
sale, compared with 5.5 months one year earlier.
Production of new residential property has been sustained by
tax or government incentives for more than 10 years. The effect

of these has been to steer the real-estate development market


towards tax-exemption and first-time buyer products. The number
of sales fell sharply in 2012, particularly investor sales (43% of total
sales in 2012, compared with 57% in 2011 and 63% in 2010). The
numerous tax reforms are doing nothing to stimulate the market.
The end of the Scellier scheme in 2013, replaced by the Duflot
system, currently being drawn up, should lead to a refocusing
on more social housing products, with capped rents and almost
certainly lower returns, in return for large, although capped,
taxbenefits.

VOLUME OF SALES OF NEW RESIDENTIAL PROPERTY IN FRANCE


(activity by developers, programs with at least 5 housing units)

150,000

100,000

50,000

0
2000

2001

2002

2003

2004

2005

Sales to investors

2006

2007

2008

2009

2010

2011

2012

6DOHVWRUVWWLPHEX\HUV

(Source: FPI)

In France, in the 3 rd quarter of 2012 the average sale price per


square meter for new apartments was stable, and even rose
slightly, at 3,821 euros (+0.9%), compared with the 3 rd quarter
of 2011 (3,785 euros).
In the le-de-France region, the average price per square meter
of new apartments stood at 4,687 euros/m2 in the 3 rd quarter
of 2012 (compared with 4,948 euros/m2 in the 2nd quarter of
2012 and 4,913 euros/m2 in the 1st quarter of 2012). This is a
5% decrease over a year (4,687 euros/m 2 compared with
4,954 euros/m2 in the 3rd quarter of 2011).

18

ICADE 2012 FINANCIAL AND LEGAL REPORT

The rise in prices is again linked to developers needs to offset the


rise in construction costs, particularly in relation to environmental
standards. Since 2011, the increase in commercial property
for sale and the fall in demand have limited the effect of these
inflationary influences, however.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

CHANGE IN THE PRICE OF A NEW APARTMENT (IN EUROS/M2)


5,022

5,000
4,178

4,000

4,108

4,687

4,543

4,374

4,500

4,070

3,683

3,500
3,000

3,316

3,314

2007

2008

3,618

3,451

3,731

3,821

2011

3Q2012

3,137
2,850

2,500
2,000

2005

2006

2009

le-de-France region

2010
Whole of France

(Source: MEEDDAT/SESP: SOeS, ECLN)

2.5.

BUSINESS ACTIVITIES AND RESULTS 2012

2.5.1.

Property Investment Division

2.5.1.1. Overview

31/12/2012

31/12/2011
restated

Reclassifications(*)

31/12/2011

Change

Turnover

399.7

364.6

0.6

364.0

+9.6%

EBITDA

323.1

287.0

(0.7)

287.7

+12.6%

EBITDA/Revenue

80.8%

78.7%

79.0%

+2.7%

OPERATING PROFIT

137.9

175.6

175.8

(21.5)%

Key figures (in millions of euros)

(0.2)

(*) Transfer on 1 January 2012 of Icade Inmobiliaria from the Services Division to the Property Investment Division.

Icades Commercial Property Investment Division operates


principally in the Offices and Business Parks segments in the
le-de-France area. Icade also operates in the healthcare
establishment and shopping centre segments. Finally, Icade has a
more marginal presence in segments that are not active targets,
such as logistics platforms and offices in Germany.

Business Parks

Strategic assets portfolio

The Business Parks business is distinguished by its strong


organic growth potential. That is why the Commercial Property
Investment Division is concentrating a significant proportion of its
medium-term investments in this segment, both for the
refurbishment of existing assets and the construction of new
assets. This business is a future cash flow generator and a
significant value creator.

Offices in France
Icade owns office buildings (with a total area of 400,000 m2 )
primarily in Paris, the Western Crescent and Villejuif.

Icade owns a site of nearly 80 hectares in the communes of


Paris 19 th , Saint-Denis and Aubervilliers. It is creating a business
campus there, combining diversity and services with the aim of
sustainable development.

Over 2012, the business parks have built up an additional 14,000 m2


with the delivery of the Beauvaisis building (12,000 m2 ) in January
2012 and various extensions in the Parc des Portes de Paris.

ICADE 2012 FINANCIAL AND LEGAL REPORT

19

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Alternative assets portfolio

The operation of an office building in Levallois leased to the


Ministry of Interior, a crche in Toulouse as well as companies
providing PPP activities and the assets of SCI Gascogne, included
in 2011 in the healthcare business were sold to the Offices sector
on 1 January 2012. The comparisons take into account the sale
of these activities.

Shops and Shopping Centres


This activity covers:

the ownership, since its delivery in October 2009, of a


shopping centre in Montpellier (50% ownership, jointly
with Klpierre);

the ownership, since its delivery in April 2011, of a shopping


centre in Aubervilliers (50% ownership, jointly with Klpierre);

the ownership of stores such as Mr. Bricolage which are


instant and recurring cash flow generators.

Non-strategic assets portfolio


Warehouses
This business consists primarily of holding a portfolio of assets
leased to the Casino Group and representing 400,000 m2.
Offices in Germany

Healthcare
Icade owns a residual portfolio of offices in Germany, currently
consisting of six buildings (with a total floor area of 120,000 m2 )
mainly located in Munich, Hamburg and Berlin, plus six hectares
of land banks.

Icade has become a major player in healthcare. Since 2007, Icade


has been building a portfolio of 55 healthcare establishments,
which are characterized by:

assets that are instant cash flow generators;

initial fixed-term leases of 12 years;

rental margins (net rental/gross rental) of close on 100%.

Residential Property Investment


Icade owns a residual portfolio of 4,246 residential properties,
30,300 m2 of retail property and nursing homes and 152 hectares
of land banks.

Icade benefits here from a reputable team and expertise in this


market.

The aim is to withdraw from these assets in the shor t or


medium term.

To support its development, Icade Sant opened its capital, during


the 1st half of 2012, of 250 million euros to three institutional
investors, the main ones of which are Crdit Agricole Assurance and
BNP Paribas Cardif. In December 2012, a further capital increase
of 110 million euros was carried out to support investments made
in the 2nd half of the year.

2.5.1.2. Key figures


The turnover of the Property Investment Division, as at 31 December
2012, was 399.7 million euros up by 9.6% compared with 31 December
2011. On a like-for-like basis, it grew 2.1%.

31/12/2012

31/12/2011
restated

Reclassifications(*)

31/12/2011

Change

Change on a
like -forlike basis

Offices France

128.0

119.1

20.5

98.6

+7.5%

+5.2%

Business Parks

94.6

96.4

0.6

95.8

(1.9)%

(0.7)%

222.7

215.5
5

21.1

194
4.4

+3.3%

+2
2.6%

Shops and shopping centres

24.8

22.1

22.1

+12.3%

+1.5%

Healthcare

91.5

62.1

(20.1)

82.2

+47.3%

+2.3%

116.3

84.2
2

(20.1)

104
4.3

+38.1%

+2
2.1%

n-strrattegic assets portfolio


Non

61.3

65.9
9

0.6

65
5.3

(7.0)%

+0
0.1%

Investment intra-group businesses

(0.6)

(1.0)

(1.0)

(42.9)%

(42.9)%

399.7

364.6

0.6

+9.6%

+2.1%

Turnover
(in millions of euros)

Stra
ateg
gic assets portfo
olio

Alte
erna
ativ
ve assets porrtfolio

PROPERTY INVESTMENT DIVISION

364.0

(*) Sale of Healthcare business assets on 1 January 2012 not owned by Icade Sant (mainly the Levallois building leased to the Ministry of Interior) to the Oces
France business. The Healthcare business now therefore only includes the assets owned by Icade Sant (of which 63% are owned by Icade). Sale on 1 January
2012 of Icade Inmobiliaria by the Services business to the Property Investment business.

20

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The table below displays the changes from 2011 to 2012 of rental income:
Commercial Property Investment
(in millions of euros)

+38.9

+10.2
(11.6)

(2.5)

+2.1% change on a like-for-like basis

361.9

Dec 2011

Acquisitions

Disposals and
refurbishments

Indexing

Rental
business

396.8

Dec 2012

Rental income, on a like-for-like basis, improved by 2.1% compared with 2011.

31/12/2011

Reclassifications

31/12/2011
restated

Acquisitions/
deliveries

Disposals/
restructuring

Indexing

Rental
business

31/12/2012

Offices France

97.9

20.0

117.9

7.6

(4.9)

2.9

3.4

126.8

Business Parks

95.7

0.6

96.4

1.0

(2.1)

3.4

(4.1)

94.6

193.6

20.6

214.3

8.6

(7.0)

6.3

(0.7)

221.5

22.1

2.4

0.7

(0.3)

24.8

Rental Income
(in millions of euros)

Strattegicc asssets
Shops and shopping
centres

22.1

Healthcare

81.7

(20.0)

61.6

28.0

2.4

(0.5)

91.5

103.8

(20.0)

83.7

30.3

3.1

(0.8)

116.3

0.4

(1.0)

59.2

Alterrnattivee assets
Non-straategic assets

64.4

Investment intra-group
businesses
PROPERTY
INVESTMENT
DIVISION - Rental
Income
Other Revenues
PROPERTY
INVESTMENT
DIVISION - Revenues

64.5
(0.6)

(0.6)

361.8

0.0

361.9

2.2

0.6

2.8

364.0

0.6

364.6

Acquisitions and deliveries of assets: have generated 38.9 million


euros in additional revenue during 2012 and mainly consist of:

investments made by Icade Sant at the end of 2011 and in


2012. Icade Sant has acquired 24 new clinics since January
2011 (11 of which in 2012), which has generated 23 million
euros in additional revenue during 2012;

(4.6)

0.5

38.9

38.9

(11.6)

(11.6)

10.2

10.2

(0.1)

(2.5)

396.8

0.1

2.9

(2.4)

399.7

the delivery of two office assets in Villejuif (7.5 million euros


in additional rent) completed in December 2011 and March
2012 respectively and leased to LCL;

the commissioning, in April 2011, of the le Millnaire


Shopping centre in Aubervilliers, managed in partnership
with Klpierre and which has generated 2.4 million euros
in additional revenue.

ICADE 2012 FINANCIAL AND LEGAL REPORT

21

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Disposals and restructuring: 11.6 million euros in loss of rent


in 2012.
These mainly concern portfolio trade-offs of SIIC Invests former
commercial properties portfolio (1.5 million euros) at the end of
2011 and the sale of the Atrium building in July 2011 (3 million euros).

the increase in financial vacancy on the Champs -Elyses


building has led to 0.6 million euros in lost rent as at
30December 2012;

a 4.1 million euro fall for Business Parks in relation to:

1 million euros, for exceptional index-linking on the


construction lease for the land for the Le Millnaire shopping
centre in April 2011,

0.6 million euros for non-recurring rental adjustments over


previous years,

2.5 million euros for lease renewals, including rent reductions


in return for extensions to their residual terms;

the 0.5 million euro fall in revenue for the Healthcare Division
is linked to a renegotiation of rent, which cancelled the
effects of the accounting spread of levels granted in the
previous lease;

for the Warehouse business, the 0.5 million euro fall in


rental income is primarily related to renegotiated leases
for the Longvic warehouse.

Rentals (rentals, re-rentals, renewals and departures) and other:


2.4 million euro decrease in rent.
This mainly concerns lettings which occurred between the 2nd
half of 2011 and the 1st half of 2012, the main effects of which are:

3.4 million euros in additional revenue for Offices which


mainly consists of:

the letting of the H2O asset in Rueil -Malmaison during the


2nd half of 2011 (+1.9 million euros in rent),

the letting of the entire Link building in Paris 15th (3.7 million
euros in rent),

the letting, at the start of 2012, of Le Factory building in


Boulogne -Billancourt has generated additional revenue
of 1.7 million euros,

exceptional sales negotiations which led to a protocol of


reduced rent in the sum of 2.8 million euros on the PB5 asset,

The net rent of the Commercial Property Investment Division


stood at 353.7 million euros for the year 2012, i.e. a margin of
89.1%, an improvement of 1.5 point compared with 2011.

31/12/2012

Reclassifications

Restated
net rental
income

Margin

87.1

19.2

106.3

90.2%

85.9%

87.2

0.8

88.0

91.3%

198.9

89.8%

174.3

20.0
0

194.3

91.3%

Shops and shopping centres

21.5

86.7%

20.1

(1.2)

18.9

85.5%

Healthcare

90.5

98.9%

80.3

(19.1)

61.0

99.0%

112.0

96.3%

100.4

(2
20.3))

79.9

95
5.5%

42.4

71.7%

42.4

42.4

65
5.7%

Net rental
income

Offices France
Business Parks

(in millions of euros)

Stra
ateg
gic assets

Alte
erna
ativ
ve assets
n-strrattegic assets
Non
Investment intra-group businesses
PROPERTY INVESTMENT DIVISION

22

31/12/2011

ICADE 2012 FINANCIAL AND LEGAL REPORT

Margin

Net rental
income

117.6

92.7%

81.2

0.4
353.7

89.1%

317.1

0.3

0.3

0.0

316.9

87.6%

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The change in overall margin is primarily due to a significant


improvement in the rate of recovery of charges from shopping
centres. For Business Parks, the recorded loss on fully funded
unrecoverable receivables over previous years has damaged the
margin (net rent/gross rent) of this business as at 31 December 2012.

The improvement in the net margin of the Offices business


is related to the letting of the buildings in Villejuif and to
the improved occupancy rate of office buildings.
The fall in the net rental income of Business Parks is the
result of losses on unrecoverable receivables (2.0 million
euros) and payment of severance compensation of
1.1 million euros. These losses were for very old debts and
litigation, fully funded in Icades accounts. In addition, the
Beauvaisis building, completed in January 2012, is in the

process of being leased. It is still generating unrecoverable


charges of up to 1 million euros.

The increased margin of Shops and Shopping Centres is


related to the launch costs of the le Millnaire Shopping
Centre, which put a serious strain on the rate of recovery
of charges in 2011.

The Healthcare businesss margin remains stable.

The improved margin for non-strategic assets is mainly


due to the improvement in the Residential Property
Investment Divisions 2012 margin, which was impacted
in 2011 by non-recoverable charges linked to disposals in
previous years.

The Operating Profit/Loss for the Property Investments Division


was 137.9 million euros as at 31 December 2012, 37.7 million
euros less than in 2011.

31/12/2012

31/12/2011

Operating
profit/loss

Operating
profit/
revenue

Operating
profit/loss

Reclassifications

Restated
operating
profit/loss

Operating
profit/
revenue

Offices France

16.0

12.5%

33.1

16.5

49.6

41.7%

Business Parks

40.0

42.3%

43.5

0.8

44.3

45.9%

Stra
ateg
gic assets portfo
olio

56.0

25.2%

76.6

17.3

94.0

43
3.6%

5.7

23.1%

6.6

(1.2)

5.3

24.2%

Healthcare

43.3

47.3%

45.1

(16.1)

29.0

46.7%

Alte
erna
ativ
ve assets porrtfolio

49.0

42.2%

51.7

(17.3)

34.3

40
0.8%

n-strrattegic assets portfolio


Non

32.9

53.6%

47.3

47.3

71.9%

137.9

34.5%

175.6

175.6

48.2%

(in millions of euros)

Shops and shopping centres

Investment intra-group businesses


PROPERTY INVESTMENT
DIVISION

This change is due to:

an increase in net rent compared with 31 December 2011


(an increase of 36.8 million euros) associated with the
effects of changes in scope and better recoverability of
the operating expenses of the buildings;
an increase in capital gains from the sale of assets, mainly
belonging to the Residential Property Investment Division,
of 7.2 million euros (see details of the sales in section 2.5.1.5
Arbitration Activity);

asset depreciation of 71.2 million euros, mainly associated


with the EQHO Tower (55.4 million euros over 2012);

an increase in the provisions for depreciation compared


with 2011 (29.7 million euros in additional provisions for
depreciation) mainly associated with the acquisitions and
deliveries of assets in 2011 and 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT

23

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2.5.1.3. Commercial Property Rental business


Breakdown of indicators by business

Index-linked
IFRS Rental
Income

Residual fixed
lease average
duration(*)

(m)

(years)

Rentable
floor space

Leased
surface area

Financial
occupancy
rate

Offices Frrance

30
08,249

28
87,292

94.0%

111.6

5.6

Business Parks

475,378

439,384

91.0%

96.3

4.2

Parc du Mauvin

16,305

15,148

92.3%

1.9

3.0

Parc du Millnaire

66,822

64,327

96.6%

21.1

4.3

Parc du Pont de Flandre

90,513

78,011

85.6%

24.0

5.7

Parc des Portes de Paris Aubervilliers

229,810

214,500

91.4%

37.2

3.1

Parc des Portes de Paris (Saint-Denis)

66,484

61,955

91.1%

10.7

5.1

5,444

5,444

100.0%

1.4

0.7

211,346

20
09,287

97.2%

24.2

4.7

53,482

51,423

95.5%

14.5

1.9

Mr. Bricolage stores

157,864

157,864

100.0%

9.7

8.9

Hea
althccarre

78
80,327

78
80,327

100.0%

115.5

9.6

Warreho
ousses

56
61,987

50
07,230

90.4%

21.7

4.8

99,473

84,958

90.1%

12.9

7.5

2,436,759

2,308,478

94.8%

382.3

6.4

Classes of assets

Quartier du Canal
Sho
ops and
d shopping ce
entres
Shopping centres

ermany
Offices Ge
COMMERCIAL PROPERTY INVESTMENT
(*) All of the rents collected for the term of the lease.

The financial occupancy rate improved by 0.1 points at


31 December 2012 compared with 31 December 2011 (94.7%).
This change is due to the lettings detailed below.

New Signings for Assets Currently in Use

Letting of 43% of vacant surface areas in the Factory


building in Boulogne-Billancourt (92) in January 2012 to
the companies BienSport (4,600 m2 start date 24 January
2012), Elekta (667 m2 start date 11 May 2012) and Rps
Research (681 m2 start date 1 December 2012). 7,900 m2
remains to be let as at 31 December 2012.

Letting of the remaining vacant surface areas in the H2O


building in Rueil -Malmaison in August 2012 to Geostock
(2,700 m2 - start date 1 January 2013) and Kia Motors in
September 2012 (2,600 m2 - start date 1 December 2012).

Letting of 59% of vacant surface areas in the 521 building


in January 2012 to the Endemol France Group (6,900 m2
start date 1 July 2012), CNAV in March 2012 (700 m2 ) and
Navaho in October 2012 (3,100 m2 - start date 1 January
2013). There is 2,100 m2 of vacant space remaining, made
up of a 845 m2 office lot and two business lots of 1,255 m2
(including a 580 m2 lot reserved for an inter-company
restaurant).

As at 31 December 2012, the average fixed lease term is


6.4 years and is slightly up compared with 31 December 2011.
This rise is associated with the lease renewals signed in 2012, with
the new sales that occurred over the year and with acquisitions
(mainly clinics) made in 2012.
The policy adopted in relation to Business Parks involves
maintaining a shorter average lease term for certain buildings
than for offices, in order to benefit from a degree of flexibility in
terms of asset management.
New Signings
In 2012, Icade signed 71 new leases, relating to nearly 73,400 m2
(including 60,000 m 2 of strategic assets) and representing
20.8 million euros in headline rents. Icade therefore achieved
commercial success in terms of its main assets delivered and
currently being marketed.

24

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Letting of 36% of surface area in the 026 building in


October 2012 to the Maif (2,800 m2 - start date 1 May
2013). There is 1,800 m2 of vacant space remaining.

Letting in June 2012, of a unit in the Eurofret Strasbourg


warehouse to Dachser France (4,750 m2 effective from
1 July 2012).

Letting of 98% of leasable surface area in the PB5 tower in La


Dfense, following the departure of its sole tenant Scor, to the
companies Total SA (6,100 m2 start date November 2012),
Ubiqus, Rehalto and Scor (4,900 m2 start date December
2012) and ERDF in December 2012 (5,600 m2 start date
1 January 2013). 11,400 m2 was taken off the market to
allow the completion of refurbishment works during 2013.

Letting of 28% of the surface area of the Le Beauvaisis


building in the Parc du Pont de Flandre in January 2013 to
ARD (3,350 m2 start date 1 May 2013).

Letting of 39% of the surface area of Millnaire 5 in the


Parc du Millnaire in February 2013 to Numergy (1,900m2
start date 18 February 2013).

New Agreements - Developing Assets

Signing of an off-plan lease, in January 2013, following


an exclusive partnership with Veolia Environnement
concerning the establishment of its 45,000 m2 head office,
in the Le Millnaire district of Porte dAubervilliers, due to
house 2,000 employees by the 1st half of 2016.
Icade is also continuing its programming for the development
of the north-eastern district of Paris. Veolia Environnement
is bringing together it business lines in a single building,
thereby contributing to the districts regeneration. The
project meets the latest technological requirements in
terms of the environment and energy performance. With
HQE and BREEAM Very Good certification, it will also be
labelled BBC.

Signature, in December 2011, of a protocol agreement


with the Government, confirmed in a firm agreement
signed in February 2012, for the lease and/or the sale of
Le Millnaire 3 to the Ministry of Justice. In January 2012,
Icade has thus initiated the design studies of this building
of around 32,000 m2 net floor area.
The building permit, filed in July 2011, was obtained on
9December 2011. Work began at the start of 2013, in line
with the schedule. Delivery is planned for April 2015.
It is a new-build with seven levels over the ground floor, also
including two infrastructure levels containing 345 parking
spaces and archive premises. The project, entrusted to the
KPF architectural firm, is based on an atrium protected by
a glass roof, at the base of which all of the services will be
grouped together (lobbies, restaurant, cafeteria, concierge
service). With HQE and BREEAM Excellent certification, it
will also be labelled BBC.

Renewals
Icade has continued with its rental policy in 2012, which consists
of offering its key tenants a renewal of their leases in order to
secure sustained cash flows. This asset management work resulted
in the signing of 23 leases covering 76,700 m2.
The renewals have secured 17.1 million euros in face rents with
an average firm period of 5.6 years.
Departing Tenants
As previously announced, Icade saw the departure of its sole tenant
from the PB5 tower on 31 December 2012. Scor had given notice on
its lease, which expired at the end of 2012. Its departure represents
a 12.8 million euro loss in annual rent. However, 17,200 m2
has already been re-let by Icades asset management teams.
Apart from Scor, departures in 2012 related to 73 leases
(48,800 m2 ) and represented a rental loss of 8.7 million euros.
In terms of strategic assets, departures amounted to 63 leases
(34,600 m2 ). These break down as follows:

Icade reserves the right to maintain deliberate vacancies


in some properties in order to allow a degree of flexibility
in terms of asset management. This resulted in the signing
of two short-term leases (24-months) which will not
be subject to renewal when they expire. Surface area
vacated in 2012 as a result of expiry of short-term leases
represented 11,950 m2.

The balance of around 22,650 m 2 corresponds to the


voluntary departure of tenants at the end of their leases.

ICADE 2012 FINANCIAL AND LEGAL REPORT

25

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The nature of the vacant space as at 31 December 2012 is diverse and should therefore be adjusted in terms of the impact, depending
on the designated use.
It mainly involves the following assets:
Potential annual
rental income

(in m 2 )

(in millions of euros)

Assets in Operation

Towns

Factory

Boulogne-Billancourt

7,900

29-31-33 Champs-Elyses

Paris

2,700

European

Evry

2,700

Other Offices France

7,700
Sub Total Offices Fra
ance

21,00
00

Building 028

Paris

8,600

Building 265

Aubervilliers

5,200

Building 134

Saint-Denis

2,600

Millnaire 5

Aubervilliers

2,400

Building 521

Aubervilliers

2,100

Building 026

Paris

1,800

Building 270

Aubervilliers

1,600

Other Business Parks

CC Le Millnaire

Aubervilliers

36,00
00

9.5

1,500

Other Shopping Centres

500
Sub Total Shopping Centrres

2,00
00

Tharabie

Saint-Quentin-Fallavier (38)

31,500

Eurofret

Strasbourg (67)

14,600

Casino

Servian (34)

0.7

5,600

Other warehouses

3,100
Sub Total Warehouse
es

Other Offices Germany

54,80
00

2.3

14,500
Sub Total Offices Ge
ermany

COMMERCIAL PROPERTY INVESTMENT

As at 31 December 2012, vacant sur face areas represent


57,000 m2 of strategic assets for potential rental income of
16.6 million euros.
On a like-for-like basis (without taking account of the Le Beauvaisis
building delivered at the start of 2012, whose letting was
delayed by works on the T3 tramway), vacant surface areas are
down by 13.3%.

ICADE 2012 FINANCIAL AND LEGAL REPORT

7.1

11,700
Sub Total Business Parks

26

Vacant Space

14,50
00

1.4

128,300

21.0

The dispersed locations, size and quality of the properties in


question enables potential tenants to benefit from a wider range
of real-estate opportunities. In addition, the financial risk for the
Icade Group is low. This mainly concerns the natural rotation
of assets. This is demonstrated by the stability of the financial
occupancy rate between 2011 and 2012.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

List of main tenants as at 31 December 2012


Assets excluding Healthcare

Occupants

Rent (as %)

Area rented (as %)

PwC

8.2%

2.0%

Crdit Agricole SA

7.5%

4.8%

Casino group (11 warehouses)

6.2%

25.8%

French Interior Ministry

4.3%

1.7%

Mr. Bricolage group (38 stores)

3.6%

10.1%

Icade Group

3.2%

1.6%

GMG (T-Systems)

2.4%

2.6%

Pierre & Vacances group

2.4%

1.3%

Rhodia group

2.0%

2.6%

Agence Rgionale de Sant

2.0%

1.1%

Euro Mdia France

1.9%

2.2%

Ingenico group

1.7%

0.7%

Club Mediterranne

1.5%

0.8%

I.F.F.

1.3%

0.3%

Coca-Cola group

1.3%

0.6%

UBS Securities

1.3%

0.4%

RTE group

1.3%

0.4%

Tribunal de Grande Instance (regional court)

1.2%

0.5%

Eurasia group

1.2%

1.3%

Heineken group

1.1%

0.6%

44.6%

38.5%

100.0%

100.0%

Balance

As at 31 December 2012, the 10 biggest tenants accounted for total annual rents of 111.1 million euros (41.8% of annual rents from
assets excluding Healthcare).

ICADE 2012 FINANCIAL AND LEGAL REPORT

27

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Healthcare assets

Occupants

Rent (as %)

Area rented (as %)

Vedici group (16 facilities)

30.9%

35.0%

Mdi Partenaire group (15 facilities)

27.1%

26.4%

Gnrale de Sant (12 facilities)

24.8%

18.5%

Harpin group (2 facilities)

6.3%

6.4%

3H group (4 facilities)

4.9%

6.1%

Cliniple group (3 facilities)

3.3%

3.6%

C2S group (3 facilities)

2.7%

4.0%

100%

100%

55 facilities as at 31/12/2012

Schedule of leases per Business in annual rents (m)

Offices
France

Business
Parks

Shops and
shopping
centres

Healthcare

Warehouses

Offices in
Germany

Total

2013

11.2

13.1

4.7

0.3

0.3

1.4

31.1

8.1%

2014

13.9

12.7

2.8

5.6

0.1

35.2

9.2%

2015

16.4

13.4

6.0

4.1

0.7

40.5

10.6%

2016

8.7

16.8

0.3

0.7

26.4

6.9%

2017

8.1

10.0

2.4

1.0

21.6

5.7%

2018

6.2

5.2

0.8

12.1

3.2%

2019

2.7

10.6

0.8

10.6

2.4

27.2

7.1%

2020

3.5

2.2

0.2

28.8

8.5

43.2

11.3%

2021

29.4

11.2

8.8

8.6

58.0

15.2%

> 2021

11.5

1.1

0.7

67.1

6.6

87.1

22.8%

TOTAL

111.6

96.3

24.2

115.5

21.7

12.9

382.3

100.0%

Businesses

In the coming financial year, the risk of significant numbers of tenants departing when their leases expire remains low. Rental income
from the largest tenant, whose lease expires in 2013, amounts to less than 3.0 million euros.

28

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Rental Position Risk of Rent Revisions


Icade, which has benefited from continuous increases in rents,
must sometimes meet the demands of certain tenants to revise
their leases under Article L. 145-39 of the French Commercial
Code. This specifies that if indexing means that the amount of the
indexed rent is 25% greater than the amount of the initial rent,
the tenant has the right to request that their rent be revised to
bring it in line with market values.

In fact, the potential risk of a return to market rental values is


2.6 million euros, representing a risk of potential loss of rent
of around 0.7% of rents for the entire Commercial Property
Investment Division.
When risk is demonstrated by official notification from a tenant,
Icade posts a provision for risk of rental provision in its consolidated
accounts.

The analysis, made within the scope of the Commercial Property


Investment Division, nevertheless shows that the risk is limited.

Average age of the property assets in use, broken down by business

Appraisal incl. duties


12/2012 (in millions of euros)

o/w HQE

< 10 years

> 10 years

Offices France

1,993

604

1,524

469

Business Parks

1,535

489

673

862

462

202

370

92

Healthcare

1,812

1,326

486

Warehouses

200

130

70

Offices in Germany

203

146

57

6,206

1,295

4,169

2,036

67%

33%

Businesses

Shops and shopping centres

COMMERCIAL PROPERTY INVESTMENT

The average age of the assets was calculated taking into account
the latest asset-restructuring events that have taken place.
With regard to the assets operated by the Commercial Property
Investment Division, based on appraisal values (duties included)
as at 31 December 2012 of the assets in operation, close to 67%
were built or renovated after fewer than 10 years.

In addition, the share of HQE certified assets in operation is


almost 21% as at 31 December 2012, which is stable compared
with 31 December 2011 (the EQHO Tower does not fall within this
indicator since it was under development as at 31 December 2012,
although on delivery it is likely to receive the BBC Renovation
label). In the coming years, the EQHO Tower, Volias future head
office and Le Millnaire 3 should improve this ratio.

ICADE 2012 FINANCIAL AND LEGAL REPORT

29

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Geographical Breakdown of Assets

Annualised rents
(in millions of euros)

Rentable
floor space

Paris CBD

10.0

2.6%

17,174

0.7%

Western suburb

69.9

18.3%

154,762

6.4%

Other Paris

48.4

12.7%

163,427

6.7%

Other suburb

109.2

28.6%

590,575

24.2%

Regional

131.9

34.5%

1,411,348

57.9%

12.9

3.4%

99,473

4.1%

382.3

100.0%

2,436,759

100.0%

Geographic region

Outside France
COMMERCIAL PROPERTY INVESTMENT

The Commercial Property Investment Divisions strategic assets are located in Paris and le-de-France. The alternative assets portfolio
is mainly located in le-de-France and the regions.
2.5.1.4. Investment
Icade has continued to add value to its assets in order to increase the generation of cash flows in the longer term, and at the same time it
has acquired healthcare assets that produce immediate cash flows. Total investments over the period amounted to 557.5 million euros.
To finance its investments in 2012, Icade mainly used its own cash flow, corporate credit lines and, specifically for investments in its
subsidiary Icade Sant, capital increases carried out with institutional investors.

Construction
extensions

Renovation/
major
maintenance

Assets

Total

Offices France

115.4

96.0

3.5

15.9

Business Parks

53.1

2.7

22.9

27.5

168.6

98.7

26.5

43.4

1.0

1.0

Healthcare

377.7

309.6

68.1

Alte
erna
ativ
ve assets porrtfolio

378.7

309.6

68.1

1.0

10.2

10.2

557.5

309.6

98.7

94.6

54.7

Stra
ateg
gic assets portfo
olio
Shops and shopping centres

n-strrattegic assets
Non
PROPERTY INVESTMENT DIVISION

This policy can be divided into four types of investments:


Asset restructuring: selective strategy to develop the assets
generating a significant potential for profitability. This includes:

Offices in France for 96 million euros, including work on


the EQHO Tower as part of its refurbishment;
The EQHO Tower:
Icade started renovation work on the tower it owns in March
2010, signing a corporate general works contract with the
company BATEG (VINCI group).

30

Asset
restructuring

Asset
acquisitions

ICADE 2012 FINANCIAL AND LEGAL REPORT

These works began with the cleaning and removal of


asbestos from all the levels of the tower and have continued
with the total renovation of all internal spaces.
Moreover, it was decided during the course of 2010 to carry
out the 2nd phase of the work, which consists of replacing
the faade of the tower and renovating the car park and
the exterior spaces; an amendment to the contract for the
work was signed with BATEG in December 2010.
The building permit, relating to category 3 of the works was
obtained on 26 April 2011 and work on this phase commenced
at the beginning of October 2011. The base of the tower is
to be refurbished (floors -1 to 4), creating a 2nd access from
Boulevard Circulaire in La Dfense, and to create a certain
number of services areas at ground level of the building.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The renovated tower can claim an equivalent positioning


to the latest generation towers in La Dfense (quality of
services, environmental labels, and premium rent level).

Vediciand Cliniple. These transactions allow Icade to continue


its development and diversification based on rental in the
healthcare sector.

It will be available for lease at the start of the 2 nd half


of 2013 and is already in the pre-marketing phase.

These new acquisitions form part of the investment strategy that


Icade is operating in the healthcare sector (a strategy of building up
an attractive portfolio in terms of net yield, with several operators
and therefore with enough diversification to limit rental risk).The
acquisitions also complete Icades nationwide coverage, with a
total portfolio of 9,600 beds and a floor area of nearly 780,000 m2.

Business Parks: 2.7 million euros concerning the renovation


work on Le Beauvaisis.

Constructions & extensions of assets: these investments


mainly involve:

Business Parks: investments represented 22.9 million euros


in 2012 and mainly related to studies into the Millnaire 3,
Millnaire 4 and Veolia projects as well as lot E.

Healthcare: this essentially involves construction or


extension work on clinics, to a sum of 68.1 million euros.
This work is part of the rental conditions, fixed contractually
on acquisition, and will lead to a rent supplement on delivery.

Renovations/Major Maintenance & Repairs: mainly refer


to the expenses of renovation work on business parks and
accompanying measures (leaseholders work).
Asset acquisitions: a selective strategy concerning the
assets with high profitability and instant cash flows. In 2012,
total acquisitions represent 309.6 million euros and relate
to the acquisition of 11 healthcare facilities. These assets
(173,000m2- 2,100 beds) are subject to firm leases of 12 years,
signed with the operators Mdi-Partenaires (the 3rd largest group
of private hospitals in France, operating more than 25 clinics),

Finally, it is worth noting that the majority of the leases are very
favourable to the Clinics business, since the tenant is contractually
obliged to take on all the charges and the expenses for maintenance
and renovation (net triple rent).
2.5.1.5. Trade-offs
Icade is carrying out an active trade-off policy on its assets, based
on three main principles:

optimization and turnover: sale of mature assets, for which


most of the asset management work has been done and
where there is a high probability of capital gain on the sales;

rationalization of the portfolio: sale of assets of modest


size or held under joint ownership;

shift to the commercial sector, disposal of non-strategic


assets: sale of assets, which do not belong in the core of
the Commercial Property Investments Division.

The value of sales realised during 2012 was 326.2 million euros.

Shift to the
commercial
sector

Total

Optimisation

Portfolio
rationalisation

Offices France

206.3

107.5

98.8

Business Parks

2.8

2.8

209.0

107.5

101.5

Shops and shopping centres

Healthcare

Alte
erna
ativ
ve assets porrtfolio

Non
n-strrattegic assets portfolio

117.2

11
17.2

PROPERTY INVESTMENT DIVISION

326.2

107.5

101.5

117.2

Assets

Stra
ateg
gic assets portfo
olio

This relates primarily to the following:

the sale of the 7,100 m2 HQE certified Mistral office building


in Paris 12 for the sum of 60 million euros. Sold off-plan to
the Agence Franaise de Dveloppement (AFD) [French
Development Agency], the building was delivered at the
start of 2012;

the sale in December 2012 of the office building located


on Avenue de Messine in Paris for 107.5 million euros,
representing 8,400 m2;

the sales in March and July 2012 of commercial properties in


Paris Montparnasse, Mcon and Evreux for 8.9 million euros;

ICADE 2012 FINANCIAL AND LEGAL REPORT

31

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

the sale in October 2012 of a jointly-owned property in


a building in Neuilly-sur-Seine (92) with a surface area of
2,034 m2 to BNP Real Estate for 16.9 million euros;

Uncertainty over the future of the eurozone dissipated to some


extent, making way for bleak prospects for economic growth in
France for 2013.

the sale in October 2012 of a jointly-owned property on


the 21st floor of the Areva Tower in Courbevoie (92) with a
surface area of 2,100 m2 for 12.2 million euros;

Despite concerns, interest rates remained at historically low levels,


although in a general context of tighter credit.

the sales in July and December 2012 of two warehouses in


Toulon and Rognac with a total surface area of 36,400m2
for 9.1 million euros;

the sale in December 2012 of land with a surface area


of 704,000 m2 , located in Bad Homburg to the north of
Munich and Stuttgart as well as land in Munich for a total
of 17.2 million euros;

the sale in December of an office building with a surface


area of 11,200 m2, located in Berlin for 25.5 million euros;

As expected, fiscal real-estate conditions deteriorated, with


the announcement that the Scellier scheme would end on
31 December 2012, and reform of taxation on capital gains from
real estate.
Despite the continuation of schemes to support activity, the market
is entering a period of uncertainty due to rising unemployment,
a heavier tax burden, and reduced and selective bank lending.
A decline in volumes of activity can be expected in 2013.

the sale in December of an office building with a surface


area of 10,200 m2, located in Berlin for 14.0 million euros;

the signing of undertakings to sell in 2012, relating to a


business park in Berlin (11,900 m2 ), an office building in
Frankfurt (7,500 m2 ) and land in Germany for a total amount
of 88.3 million euros.

in 2012, Icade continued the process of selling residential


units, notably including the block sale of 495 units located
in Epinay-sur-Seine for 33.0 million euros and of 86 single
units for a total amount of 10.1 million euros;
shops in the ground floors of buildings, located mainly in
Saint-Denis, Crteil and Epinay-sous-S nart, were sold in
2012 for 4.3 million euros;
various properties were sold for a total amount of 3.2 million
euros, including land in Saint-Denis for 1.9 million euros.

On 12 July 2012, Icade signed an undertaking to sell relating to


jointly-owned properties in a building in Tour Arago Puteaux (92)
with floor space of approximately 2,400 m2. The sale is expected
to be completed during the 2nd half of 2013.
After closing of the accounts, Icade signed:

an undertaking to sell concerning 11 of Icades logistics


platforms for a total of 145.0 million euros. Final completion
of the sale is expected to take place during the 1st half
of 2013;
an undertaking to sell concerning the block sale of
849units located in Sarcelles (95) for 43.2 million euros.
Final completion of the sale is expected to take place during
the 1st half of 2013.

2.5.2. Property Development Division


2.5.2.1. Key figures
Real-estate markets experienced a general slowdown in 2012.

32

ICADE 2012 FINANCIAL AND LEGAL REPORT

However, sales results recorded over the previous year have


maintained a high level of activity during 2012. In fact, despite
a 9.5% loss in revenue recorded by the Residential Property
Development business, EBITDA is down by 7.2% compared with
2011, representing a EBITDA/turnover ratio of 7.7%, 0.2 points
higher than the previous year.
Operating profit/loss for the Residential Property Development
Division is down 8.9% (46.3 million euros as at 31 December
2012 compared with 50.8 million euros as at 31 December 2011).
The Residential Property Development Division remains vigilant
in its commitments by adapting production to market conditions
and tightening its commitment criteria to preserve operations
margins rather than revenue.
With regard to the Commercial Property Development business,
operating profit/loss was down 29.6% compared with 2011 mainly
because of the delivery during the 1st quarter of 2012 of the
operation in Saint-Nazaire and the 5th and final office building
in Villejuif.
In December 2012, the corporate governance bodies of CDC
and Icade authorised the takeover by CDC of Icades stake in
development company PNE SAS. The financial impact of this
disposal was calculated based on an independent technical and
financial audit carried out in the 2nd half of the year, and entirely
posted in 2012. This results in an operating loss of 17.9 million euros
in Icades consolidated accounts in relation to the development
company Paris Nord Est SAS.
As at 31 December 2012, the operating profit of the Property
Development Division was 51.9 million euros, or 4.8% of turnover
compared with 77.1 million euros and 7.0% of turnover as at
31 December 2011. This deterioration is mainly due to the additional
loss incurred by the PNE development activity (17.9million euros in
operating loss over the course of the year). Excluding this activity,
2012 operating profit stands at 6.6% of turnover.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

31/12/2012

31/12/2011
restated

Residential Property Development

669.9

740.5

Commercial Property Development

408.9

363.7

16.0

9.6

(24.1)

(7.6)

1,070.7

1,106.2

0.0

1,106.2

(3.2)%

Residential Property Development

51.7

55.7

(1.0)

56.7

(7.2)%

Commercial Property Development

19.6

25.2

(0.1)

25.3

(22.4)%

PNE Development

(7.3)

1.1

1.1

0.0

N/A

5.0

0.0

EBITDA

68.9

82.0

0.0

82.0

(15.9)%

Residential Property Development

46.3

50.8

(6.6)

57.4

(8.9)%

Commercial Property Development

21.1

29.9

10.2

19.7

(29.6)%

(17.9)

(3.6)

(3.6)

0.0

N/A

2.4

0.0

0.0

0.0

51.9

77.1

0.0

77.1

Key Figures
(in millions of euros)

PNE Development
Inter-business Development
REVENUES (*)

Inter-business Development

PNE Development
Inter-business Development
OPERATING PROFIT

Reclassifications(**)

31/12/2011

Change

740.5

(9.5)%

(9.6)

373.3

+12.4%

9.6

0.0

+67.1%

(7.6)

0.0

(32.7)%

(*) Turnover based on progress, after inclusion of the commercial progress and work progress of each operation.
(**) Reclassication of the PNE Residential Property activity to the Residential Property Development business and of the name of the PNE Development activity.

Turnover

The commercial property development businesses are up overall


at 408.9 million euros (363.7 million euros as at 31December
2011) with:

Residential
61.2%

2.5%
Project management
services
3.8%

a decline in Public Facilities and Healthcare (-28.5%


to 154 million euros), offset by Commercial Property
Development (+152.3% to 186.3 million euros);

a fall of 9.7% for the services business, to 41.3 million euros


(compared with 45.7 million euros as at 31 December 2011),
and of 5.4% for the engineering business compared with
31 December 2011 (27.3 million euros turnover compared
with 28.8 million euros as at 31 December 2011).

Services
17%

Engineering

DevelopmentPNE Project
1.5%

Development backlog and Service order book


Public and healthcare facilities
14.1%

The Residential property business is the main contributor,


representing 61.2% of overall business (66.5% as at 31 December
2011).

The backlog represents the revenue signed (before tax) but not
yet recognized on development operations based on progress
and signed orders (before tax).
The order book represents the service contracts (before taxes)
that have been signed but are not yet productive.

ICADE 2012 FINANCIAL AND LEGAL REPORT

33

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Total

le-de-France
region

Regions

1,081.6

599.0

482.6

Commercial Property Development

380.8

321.7

59.1

Public and Healthcare Facilities Development

123.5

35.5

88.0

Engineering order book

38.6

19.9

18.7

Project management services order book

68.7

41.5

27.2

1,693.2

1,017.6

675.6

Property development backlog as at 31 December 2012


(in millions of euros)

Residential development (inc. subdivision)

TOTAL

The total backlog of the Proper t y Development Division


stands at1,693.2 million euros (compared with 1,808.2 million
euros as at 31 December 2011), a fall of 6.4% compared with
31 December 2001.

Guyancourt Le Start, Saint-Denis Sisley, Lyon Ambre


and Opale;

a decrease in the Public and Healthcare Development


backlog, which fell by 30.9% from 178.8 million euros to
123.5 million euros, mainly due to the end of the university
hospital project in Saint Nazaire as well as the delivery of
several projects including the MUCEM in Marseille and the
business school in Guadeloupe;

stability in the engineering order book at 38.6 million euros


(38.8 million euros in 2011) and a decrease in the Services
Division order book from 77.2 million euros to 68.7 million
euros (-11%).

These changes can be analysed as follows:

a 5.2% increase in the Residential Property Development


backlog, from 1,027.9 million euros in 2011 to 1,081.6 million
euros in 2012. The guaranteed portion, corresponding to
deeds of sale, is 58% of the total (compared with 66% at
31 December 2011);
a fall in the Commercial Property Development backlog,
from 485 million euros to 380.8 million euros, mainly
due to the start of operations such as Joinville Urbagreen,

2.5.2.2. Residential Property Development

31/12/2012

31/12/2011
restated

Reclassifications(**)

31/12/2011

Change

669.9

740.5

740.5

(9.5)%

EBITDA

51.7

55.7

(1.0)

56.7

(7.2)%

Margin (EBITDA/Revenues)

7.7%

7.5%

7.7%

Ope
eratiing
g income

46.3

50.8

(6.6
6)

57.4

(8..9)%

(in millions of euros)

Revenues

(*)

(*) Turnover based on progress, after inclusion of the commercial progress and work progress of each operation.
(**) Reclassication of the PNE Residential Property activity to the Residential Property Development business and of the name of the PNE Development activity.

Turnover is down, at 669.9 million euros compared with


740.5million euros at 31 December 2011.
The market was not supported by private investors like it was last
year and the flow of commercial stock has slowed down (flow has
fallen 7.8% compared with 12.6% in 2011).
However, lettings are active with corporate lessors in block sales
and first-time customers.

34

ICADE 2012 FINANCIAL AND LEGAL REPORT

EBITDA is 51.7 million euros, i.e. 7.7% of revenues (7.5% of revenues


at 31 December 2011 at 55.7 million euros) confirming a good
level of profitability for 2012.
As at 31 December 2012, unsold completed stock comprised
117residential properties, representing 21.0 million euros in revenues
compared with a stock of 118 plots as at 31 December 2011 for
16.3million euros in revenues.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Marketing of new housing units and plots for construction as at 31 December 2012

le-de-France
region

Regions

Total

Number of plots

2,427

3,270

5,697

Revenues (potential in millions of euros)

534.3

591.4

1,125.7

As the result of a prudent pre-letting policy, 5,697 residential properties and building plots were marketed during 2012 compared with
6,874 in 2011 (including 913 plots for the PNE project).
Launch of projects to build new residential properties and building plots as at 31 December 2012

le-de-France
region

Regions

Total

Number of plots

1,759

2,410

4,169

Revenues (potential m)

358.6

525.8

884.4

4,169 residential properties and building plots were launched in 2012 compared with 4,430 for the same period the previous year,
representing a fall of around 6% in 12 months.
Reservations of new homes and plots of building land

31/12/2012

31/12/2011

Change

Number of housing reservations

4,295

5,377

(20.1)%

Housing reservations in millions of euros (including tax)

814.8

1,108.5

(26.5)%

19%

15%

Number of building plot reservations

99

246

(59.8)%

Reservations of building plots in millions of euros (including tax)

7.0

23.1

(69.7)%

Housing withdrawal rate

In 2012, the housing unit withdrawal rate was 19%, an increase compared with 2011 (15%).
Breakdown by type of housing customer
Social Institutional Investors Social-housing
companies-investors
Buyers
26.4%
34.2%

Institutional investors
14.4%
Individual investors
25.0%

During 2012, reservations for buyers (main residence and secondary residence) accounted for 1,628 residential properties and plots,
i.e. 34.2% of the sales activity (compared with 29.5% in 2011). The share of private investors is down to 25% (38.3% in 2011), the number
of corporate investors and institutional investors rose to 40.8% of reservations compared with 32.2% for 2011.

ICADE 2012 FINANCIAL AND LEGAL REPORT

35

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Average sale price and average surface area based on reservations

31/12/2012

31/12/2011

Change

Average price including taxes per habitable m (/m )

3,256

3,465

(6.0)%

Average budget including tax per residential unit (in thousands of euros)

189.6

206.2

(8.1)%

58.2

59.5

(2.2)%

Average floor area per residential unit (m2)

The average budget for residential units reserved for the year is
189.6 thousand euros, down 8.1% compared with 2011.
The average price including tax per m2 is 3,256 euros, down 6%
compared with 2011.
The sale of several student and senior residences during the
1sthalfof 2012 and the sale in 2011 of 713 plots in the PNE project
in inner Paris had a direct effect on the fall in average surface
area sold, the average budget per residential unit and the average
price per habitable m2.

euros for 4,069 residential units and plots compared with


1,029.8 million euros and 5,330 residential units and plots as at
31 December 2011.
Property portfolio
The land reserves portfolio of residential units and building
plots is 7,675 plots (8,135 plots as at 31 December 2011) for
potential revenues estimated at 1.8 billion euros (compared
with 1.6 billion euros as at 31 December 2011), an 8.5% increase
in value compared with 31 December 2011. Production under
development represents approximately two years activity.

As at 31 December 2012, the number of notarised sales has


decreased by 23.7% (and by 24.7% as an amount) to 775.5 million

2.5.2.3. Commercial Property Development

31/12/2012

31/12/2011
restated

Reclassifications(**)

31/12/2011

Change

408.9

363.7

(9.6)

373.3

+12.4%

EBITDA

19.6

25.2

(0.1)

25.3

(22.4)%

Margin (EBITDA/Revenues)

4.8%

6.9%

6.8%

Operating income

21.1

29.9

+10.2

19.7

(29.6)%

31/12/2012

31/12/2011
restated

Reclassifications(**)

31/12/2011

Change

Commercial Property Development

408.9

363.7

(9.6)

373.3

+12.4%

Public and Healthcare facilities

154.0

215.4

215.4

(28.5)%

Services

186.3

73.8

73.8

+152.3%

Project Management Assistance

41.3

45.7

45.7

(9.6)%

Engineering

27.3

28.8

28.8

(5.4)%

(9.6)

9.6

0.0%

(in millions of euros)

Revenues

(*)

Turnover (in millions of euros)

Others

(*) Turnover based on progress, after inclusion of the commercial progress and work progress of each operation.
(**) Reclassication of the PNE Residential Property activity to the Residential Property Development business and of the name of the PNE Development activity.

36

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Public and Healthcare business

development contracts. Le Havre, St-Nazaire, Angoulme


and Err (66) are the largest projects. New partnerships have
been developed with the main investors (including the
Caisse des Dpts) and nursing home operators;

In the Public and Healthcare area, the highlights for 2012 were
as follows:

in terms of large projects, Icade won the consultation


for the Espace Ocan urban project in St Denis in La
Runion (83,000 m2 of residential property, commercial
property, offices, hotels and public amenities) and signed
the concession agreement in May 2012;

in the field of PPPs, the large Cit Sanitaire project in Saint


Nazaire was delivered on schedule in early 2012. The
Guadeloupe business school was also delivered. Work
on the new Vincennes Zoo, due to be delivered in 2014,
continued according to schedule. However, the Campus
university projects due to be launched in 2012 are subject
to an audit moratorium imposed by the Ministry;

in the field of Healthcare, and despite the slowdown in hospital


funding, large hospital projects continued on schedule (Orlans,
Dunkerque, Melun, Pointe--Pitre, Fort-de-France and Nouma).
Major new contracts were won: Saint-Pierre-de-La-Runion,
Libourne, Gonesse, Strasbourg university hospital institute,
Hpital Nord Nouvelle Caldonie and calls for architectural
bids were re-launched for the project to build a new hospital
in Monaco;

growth studies carried out with Poste Immo via ARKADEA, our
joint development company, led to the launch of three new
residential housing projects in Toulouse, Lyon Croix Rousse
and Besanon. Other projects will be launched in 2013;

finally, Icade set up an operational organisation to support


the Greater Paris development dynamic.

Revenues for 2012 from the Public and Healthcare Property


Development business fell 29.0% to 154.0 million euros. This
forecast decline in business is mainly due to the end of the PPP
project for the hospital at Saint-Nazaire, which was delivered at
the end of February 2012.
As at 31 December 2012, Icades project portfolio in the Public
and Healthcare Development sector, consisted of 198,717 m2 of
projects (compared with 357,028 m2 as at 31 December 2011),
comprising:

111,490 m2 (compared with 210,989 m2 in 2011) of projects


under construction, including 10,000 m2 for PPPs;

87,227 m2 of projects at the initial development stage


(146,039 m2 as at 31 December 2011).

in 2012, Icade continued its strong growth in the medicalsocial sector and the residential assistance for seniors
with the signing of 65.6 million euros in nursing home

At 31 December 2012, the principal operations in progress were as follows:


Rounded
floor area
(in m2
Net Floor
Area)

Type of development

Set-up

Location

Expected
completion
date

Vincennes Zoo (PPP)

10,000

Zoological gardens

Property development contract

Paris 12 (75)

2013

Montpellier Grisettes

7,405

Medical-social facility

Property development contract

Montpellier (34)

2013

Site de Loire in Tours

9,372

Nursing homes

Property development contract

Tours (37)

2014

Saint-Denis

7,441

Hospital car parks

Property development contract

La Runion (974)

2013

13,000

Medical-social
establishment

O-plan

Dijon (21)

2013

6,103

Geriatric center

Property development contract

Montpellier (34)

2014

11,355

Medical centre

O-plan

Bourgoin-Jallieu
(69)

2013

Operations in progress

Dijon Mutualit
Grontople
Montpellier ERR Cerdan
Bourgoin-Jallieu Synergie

Principal operations delivered in 2012:

Romainville Veuve Aublet: Off-plan social housing units of 1,950 m2;

St-Nazaire: Hospital PPP, under a property development


contract for 92,300 m2;

Sabl-sur-Sarthe Student medical centre under a property


development contract for 16,001 m2;

Saint-Claude (Guadeloupe): Business school in Guadeloupe


(UMAG), under a property development contract for 6,577 m2;

Marseille: Mucem, museum archives PPP, under a property


development contract for 13,000 m2;

Dijon: La Providence plot 7, off-plan block sale of 6,762 m2


of residential units;

St -Yriex -la -Perche: Obesity centre under a proper ty


development contract for 4,850 m2;

Le Havre: SOS nursing home, off-plan sale of 4,818 m2;

Nantes Viviani: Orpa nursing home under a property


development contract for 5,282 m2.
ICADE 2012 FINANCIAL AND LEGAL REPORT

37

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Since 1 January 2012, 56.8 million euros (Icades proportional


share) of contracts were signed for off-plan sales (VEFA) or property
development contracts (CPI):

Monnaie (37): 1,720 m2 school sold off-plan;

Isle dEspagnac (16) la Source: Nursing home under a


property development contract for 4,750 m2;

Tours: Loire site nursing home as a property development


contract of 9,372 m2;

Lahonce: Services centre under a property development


contract for 3,465 m2;

Le Havre: St Just nursing home as an off-plan sale for


5,241 m2;

Le Havre: La Mare au Clerc nursing home as an off-plan


sale for 3,280 m2;

the launch of studies for the Espace Ocan complex project


in Saint-Denis, La Runion;

active letting of surface areas, with contract signed with


cinemas at the Bleu Capelette shopping centre in Marseille.

As at 31 December 2012, revenues of the Offices and Shops


Development business (186.3 million euros compared with 73.8
million euros last year) have clearly increased, due to the start of
new operations, particularly in le-de-France.
The main operations that have contributed to turnover for 2012 are:

Joinville Urbagreen for WERELDHAVE;

Paris Zac de Rungis Le Pushed Slab (Paris 13rd ) for BPRP;

Paris Le Garance (Paris 20 th ) for the RATP;

Bordeaux Prlude Armagnac for UFG;

Lyon NEXANS Opale et Ambre for ARKEA;

Commercial Property and Shops

Guyancourt Start for SCOR;

In an uncertain economic context the market is proving resilient,


but is becoming very selective and concentrated on the best
assets.

Saint-Denis Landy Le Sisley for Silic.

Dethel Tassin: Nursing home under a property development


contract for 6,196 m2.

In this context, Icade nonetheless continued its efforts, signing


the following contracts:

38

The following are notable in terms of the Retail business:

Joinville (94): Off-plan sale for the Urbagreen building with


Wereldhave (18,950 m2 of offices), work for which began in
the 1st half of the year;

Orlans (45) Ilot Calvin: Offices as a property development


contract for 5,283 m2 for Immobilire Lelievre;

Nantes Viviani (44): Off-plan offices of 6,271 m2 for the city


of Nantes/General Council;

Guyancourt (78) Start: Off-plan offices of 30,241 m2 with


SCOR;

Lille La Madeleine (59): Off-plan offices of 4,468 m2 with


Unofi (Scpi Notapierre);

Paris 19 PNE: Off-plan offices in co-development with BNP


PARIBAS (27,600 m2 ).

ICADE 2012 FINANCIAL AND LEGAL REPORT

The main projects delivered in 2012 were:

Villejuif 1 Rhin: 10,839 m2 of offices on behalf of Icade


(tenant: LCL);

Lyon VAISE lot 11: 6,618 m2 of offices for SPI WEST.

As at 31 December 2012, Icade Promotion had a portfolio of


projects in Commercial Property and Shops Development of
about 891,112 m2 (667,104 m2 as at 31 December 2011), which
breaks down as:

projects under construction for 220,308 m2 (129,124 m2


as at 31 December 2011), representing future revenue of
380.8million euros (485.5 million euros as at 31 December
2011). The 31 December 2012 also marks the end of
development operations in synergy with Icades Property
Investment Division.

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

The main projects currently under development are summarized in the table below:
Rounded
floor area
Set-up

Purchasers

Expected
completion
date

Oces

Property
development
contract

Silic

2014

12,837

Oces

O-plan

ARKEA Crdit
Mutuel

2013

Joinville Urbagreen

18,950

Oces

O-plan

Wereldhave

2013

ZAC Rungis PARIS 13 Pushed Slab

18,900

Oces

O-plan

BPRP

2014

Toulon

6,698

Oces

O-plan

SCP AGPM

2013

Bordeaux Prlude Armagnac

9,347

Oces

O-plan

UFG

2013

Lyon Nexans Block M Ambre

12,320

Oces

O-plan

ARKEA Crdit
Mutuel

2013

Guyancourt (50%) Le Start

30,241

Oces

O-plan

COLIGNY SAS

2013

Paris North-East Activities

15,368

Business
premises

O-plan

RIVP

2015

Paris North-East Offices (50%)

27,624

Oces

O-plan

BNP PARIBAS

2014

Paris 20 PYRENEES Garance

1,814

Oces

Property
development
contract/O-plan

CICOBAIL/
NatioCrdit Bail

2015

Paris 20 th PYRENEES Garance

28,186

Oces

O-plan

2015

Lille La Madeleine

4,468

Oces

O-plan

SCPI Notapierre UNOFI

2013

Orlans Calvin lot

5,283

Oces

Property
development
contract

Immobilier
Lemeunier- Lelivre

2013

Nantes Viviani 1 Maison Icade

6,271

Oces

O-plan

City of Nantes/
General Council

2013

(in m 2 Net
Floor Area)

Type of
development

Saint-Denis Landy (50%) Le Sisley

22,001

Lyon Nexans lot L Opale

Operations in progress

th

Total
*

220,308

Speculative developments.

As at 31 December 2011, 91% of sur faces under


construction had been sold (73.7% as at 31 December
2011).

Other projects under construction are also posted in Icades


consolidated accounts using the equity method. These
represent 92,207 m2 as at 31 December 2012, an identical
amount to 2011.

As at 31 December 2012, projects at the set-up stage


represented 578,597 m2 (compared with 445,773 m2 as
at31 December 2011), representing revenues of 1,029.3 million
euros (1,007.9 million euros as at 31 December 2011). The

latter represent projects not yet initiated or delivered for


which either a promise of the sale of land for the proposed
building (in the case of an off-plan project), or a preliminary
contract with the investing customer or user (in the case of a
Property Development project), or a partnership agreement
for a joint operation has been signed. Some may have
planning permission, applied for or obtained (with or without
appeals resolved) and others may not.

ICADE 2012 FINANCIAL AND LEGAL REPORT

39

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

As at 31 December 2012, the main projects being prepared, with controlled development of land and a building permit applied
for or obtained, are summarized in the following table:
Total rounded floor area

Type of development
(offices, shops, etc.)

Expected completion date

33,086

Oces

2014

6,334

Oces

2014

11,995

Oces

2015

5,535

Oces

2015

19,082

Oces

2016

996

Oces

2014

5,461

Oces/shops

2015

3,200

Oces

2015

58,982

Shops

2014

144,671

Total

(in m 2 Net Floor Area)

As at 31 December 2012, the projects being prepared, with controlled development of land but with no building permit, are
summarized in the following table:
Total rounded floor area
(in m 2 Net Floor Area)

13,876
9,865
16,484
103,000(*)
2,938
146,163

Type of development
(offices, shops, etc.)

Expected completion date

Oces

2015

Oces/Hotel

2014

Oces/Craft village

2016

Oces/residential units

2016

Oces

2014

Total

(*) Posted in Icades consolidated accounts using the equity method.

These speculative operations represent an irreversible


commitment that comes to 192.7 million euros (excluding taxes).
Project Management Assistance
Project Management Assistance includes contracts to provide
contracting authority assistance and studies performed for
customers in the Public and HealthCare, Commercial and Retail
Property sectors.
In 2012, revenue from project management assistance fell 9.6%
to 41.3 million euros.

40

ICADE 2012 FINANCIAL AND LEGAL REPORT

In the offices segment, the principal contracts for 2012 relate to


the Commercial Property Investment Divisions projects:

The EQHO Tower in La Dfense;

Le Beauvaisis (Paris 19 th );

The lot E building in Saint-Denis;

The Veolia project in Aubervilliers;

The Millnaire 3 and 4 buildings in Paris 19 th .

The order book totals 68.7 million euros, representing approximately


20 months of business (revenues based on the last 12 months).

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Engineering
2012 was marked by several commercial successes, particularly
in the healthcare field:

Bezanes clinic in Reims, the largest private project in France


with 400 beds;

Clinic with 216 beds in Nouma which groups together the


two largest clinics on the island.

In the commercial building area, several operations were started


in le-de-France, providing a high-quality business portfolio.

The development strategy of the energy performance and


sustainable development consultancy niche is already proving
its worth and several major redevelopments of businesses have
been started.
The order books signed contracts that are not yet productive of
the two companies have risen: 38.6 million euros, i.e. approximately
17 months of activity, for Icade Arcoba, Icade Gestec and Icade
Sethri-Setae, up compared with the end of December 2011
(16 months of activity).
Exclusive negotiations are currently underway to sell this business
line in 2013.

2.5.2.4. PNE Development

(in millions of euros)

Revenues

(*)

EBITDA
Margin (EBITDA/Revenues)
Operating income

31/12/2012

31/12/2011
restated

Reclassifications (**)

31/12/2011

Change

16.0

9.6

9.6

+66.7%

(7.3)

1.1

1.1

N/A

(45.4)%

+11.0%

+11.0%

(17.9)

(3.6)

(3.6)

N/A

(*) Turnover based on progress, after inclusion of the commercial progress and work progress of each operation.
(**) Reclassication of the PNE Residential Property activity to the Residential Property Development business and of the name of the PNE Development activity.

the current buildings are not wind braced which has led to
the installation of concrete walls;

the finding of higher than expected soil contamination.

Icade has owned the Mac Donald warehouse, together with the
Caisse des Dpts and the Semavip (Socit damnagement
de la Ville de Paris) via the company SAS PNE, since 2006 (30%
owned by Icade, 50% by Caisse des Dpts and 20% by Semavip).
The purpose of this company concerns a development project to
value and sell the land charges of the site to corporate developers
with the aim of converting the Macdonald warehouse into a new
district, to include approximately 160,000 m2 of net floor area,
consisting of residential units, offices, shops and facilities.

In its operating profit/loss during 2012, SAS PNE has therefore


recorded additional costs of works, which were not initially
stipulated in the operations balance sheets given to the corporate
developers, resulting in an operating loss of 17.9 million euros at
31 December 2012.

This is an exceptionally technically and financially complex


operation due to the re-use of an existing building which has been
partly demolished and redeveloped as a car park and shopping
centre and finally raised as a building with different uses: offices,
business and residential units.

As detailed in the Key Figures section, Icade will withdraw from


the development of this project by selling its stake. This sale,
which will come into effect in early 2013, will allow Icade to focus
on its role as a developer in the residential, business and office
aspects of the operation.

Therefore, on the basis of operations balance sheets and numerous


technical studies, the development company SAS PNE has valued
and sold the land charges to Icade Promotion and other developers
in order to build assets of residential units, offices, shops and
facilities.

As at 31 December 2012, Icade is developing the following PNE


projects:

It has turned out that mandatory work concerning servicing and


strengthening the structures is more expensive and longer than
anticipated for the following reasons:

the quality of the ground cannot support the future


buildings;

the foundations are not sufficient and have led to micropiles being injected into the base of all the posts;

residential: this includes social housing, private housing and


council housing. As at 31 December 2012, the number of
residential units sold or reserved represents 907 units a
letting rate of over 80%;

offices: project carried out as a co-development, for


27,600 m2, and sold off-plan in March 2012. Construction
works began in 2012

businesses: 15,400 m2 of business property. The off-plan


sale for this project was signed in early 2013.

ICADE 2012 FINANCIAL AND LEGAL REPORT

41

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Intra-Group operations with the Commercial Property


Investment Division
For Office Development: the delivery of the 5th and final building
in the Metropolitan project in Villejuif marks the end of the
development operations in synergy with the Icade commercial
Property Investment Division.
For Project Management Assistance:

the construction of the Millnaire 3 and 4 buildings in


Paris 19 th;

the major renovation of the EQHO Tower in La Dfense (92);

the major renovation of the Beauvaisis building in Parc du


Pont de Flandre in Paris (75);

the construction of the lot E building in Saint-Denis (93);

the draft agreement concerning the construction of Veolias


future headquarters in Aubervilliers (93).

Targeted revenue as at 31 December 2012 amounted to


10.1 million euros.

Up by 135.5 million euros, it is difficult to compare with the levels


of the previous financial year, due to the significant inflows at the
end of 2011 due to Scellier sales. The exceptional commitment at
the end of 2012 to large-scale residential projects in le-de-France
also contributed to significantly increasing the need for working
capital towards the end of the year.
The Commercial Working Capital/Revenues ratio has increased
slightly, while the Residential ration has fallen significantly, from
18% of revenues in 2011 to 39% in 2012.
Net borrowing increased from (86.8) million euros to 19.6 million
euros as a result of the change in working capital, representing
a slightly negative position.

2.5.3. Services Division


The Services Division now consists of two divisions: the Property
Management business and the Consultancy and Solutions
business.
In 2012, the refocusing of activities continued with the sale of
Icade Rsidences Services, specialising in the management of
student residences in France during the 1st half of the year.

Requirements for working capital and borrowing


After two years of decline, working capital has again increased
since the start of 2012.

31/12/2012

31/12/2011
restated

Reclassifications(*)

31/12/2011

Change

Turnover

62.8

109.5

(0.6)

110.1

(42.7)%

Property Management

33.3

34.3

34.3

(2.8)%

Consultancy and Solutions

14.9

17.6

17.6

(14.9)%

11.3

12.9

12.9

(11.8)%

3.6

4.7

4.7

(23.5)%

Intra-business services

(0.4)

(0.4)

(0.4)

(13.3)%

Activities sold or in the process of being sold

14.9

58.1

(0.6)

58.7

(74.3)%

EBITDA

5.2

10.9

0.7

10.2

(52.4)%

Property Management

3.6

3.7

3.7

(2.5)%

Consultancy and Solutions

1.7

2.8

2.8

(39.5)%

O/w Icade Solutions Immobilire (ISI)

1.6

2.3

2.3

(30.9)%

O/w Others

0.1

0.5

0.5

(78.2)%

Activities sold or in the process of being sold

(0.1)

4.4

0.7

3.7

(101.9)%

Operating income

3.4

9.5

0.2

9.2

(63.7)%

Property Management

2.6

3.5

3.5

(24.0)%

Consultancy and Solutions

1.4

2.3

2.3

(40.0)%

O/w Icade Solutions Immobilire (ISI)

1.3

2.1

2.1

(36.8)%

O/w Others

0.1

0.2

0.2

(65.0)%

(0.6)

3.7

0.2

3.5

(116.6)%

Key Figures
(in millions of euros)

O/w Icade Solutions Immobilire (ISI)


O/w Others

Intra-business services

Intra-business services
Activities sold or in the process of being sold

(*) Reclassications relate to the sale on 1 January 2012 of Icade Inmobiliaria by the Services business to the Property Investment business.

42

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Revenues from the Services division reached 62.8 million euros


as at 31 December 2012 compared with 109.5 million euros as at
31 December 2011. This change is mainly related to the effects
of change in the scope. In fact, the sale in 2011 of the Spanish
subsidiary specialising in the management of student residences
and more recently, in 2012, of Icade Rsidences Services has led
to a loss in revenues of 42.8 million euros.
On a like-for-like basis, the revenue represents 55.5 million
euros as at 31 December 2012, down 6.5% compared with
31 December 2011.

As a result, the Services Division not only plays a part in the


management of residual housing units, but also in the sale of
those housing units and assets traded off by Icade.
In technical consulting matters, the Services Division provides
support to Icade to ensure the security of all its own and I-Portas
business parks and continues to support property investment
in some projects.
The Services Divisions EBITDA on a like-for-like basis is down
22.4% compared with 2011, standing at 5.1 million euros as at
31 December 2012. This is mainly due to lost revenues.

This change is due to:

the fall in 2012 turnover for Icade Solutions Immobilires


(ISI), comprising the property consultancy and valuation
businesses, as a result of the economic climate.
In 2012, Icade Conseil participated in the conclusion of
major transactions including the Austerlitz II building,
some Caisse des Mines properties and a building on Rue
de lUniversit (Paris 7th ).
Icade Asset Management was also created in 2012, providing
institutional investors with an integrated offer in addition to
the services of Icade Conseil, I-Porta and Icade Expertise.
Following Icade Conseils acquisition consultancy work over
the course of the year, several asset management contracts
were signed in 2012 by Icade Asset Management, for office
buildings including Farman, Libert II, as well as a building
on Rue de lUniversit totalling more than 98,000 m2 Net
Floor Area. Management mandates were also won at the
end of 2012 for mixed-use Haussmann-style properties
and a diversified portfolio of seven assets, the full effects
of which will be felt in 2013.
Again in relation to services provided by Icade Solutions
Immobilire (ISI), I-Porta was awarded an assignment
by Plastic Omnium to supply and implement a ver y
comprehensive real-estate information system capable of
describing and documenting its global real-estate portfolio;

a fall in turnover from the Property Management business


compared with 31 December 2011, mainly due to strategic
rationalisation of the management mandate portfolio.

Operating Profit on a like-for-like basis represents 6.9% of


turnover as at 31 December 2012. This is down 34.3% compared
with 2011 and stands at 3.8 million euros as at 31 December 2012.

2.5.4. Others
The Other activities consist of what the Icade Group calls its
head office charges and eliminations of Icades intra- group
operations.
Other turnover was (33.9) million euros to 31 December 2012,
as opposed to (88.4) million euros in 2011. This corresponds
basically to the elimination of turnover associated with intragroup activities.
The Commercial Property Investment Division buys services
from the Commercial Property Development Division: Offices
in Villejuif (94), EQHO Tower in La Dfense (92), Millnaire 3 in
Paris 19 th . The impact on turnover as at 31 December 2012 is
(13.8) million euros compared with (66.0) million euros as at
31 December 2011.
Further to the opening of Icade Sants capital to external
investors in 2012, Icade sold various services to Icade Sant (asset
management and property management contracts). Turnover in
2012 amounted to 6.2 million euros.
The operating profit Other totalled 8.0 million euros as at
31 December 2012 compared with (23.9) million euros in 2011.
In 2012, this consisted of:

margin eliminations on Icades intra- group operations for


(7.2) million euros;

the negative contribution of Icades head office charges


for (8.4) million euros;

the profit from the sale of Icade Rsidences Services, which


took place in March 2012.

Assets managed in France as at 31 December 2012:

2,550,000 m2 as manager;

1,416,000 m2 as managing agent;

227,000 m2 as controller;

15,300 residential units managed for institutional owners.

Intra- group operations with Icades other business lines


Turnover from the Services Divisions intra- group activities stood
at 11.0 million euros in 2012, a decrease of 1.8 million euros
compared with 2011.

The negative contribution of Icades head office totalled


(7.1) million in 2011, representing an increase of 1.3 million euros
in 2012, mainly explained by the impact of non-recurring provisions
allocated in 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT

43

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2.5.5. Prot/Loss 2012

Consequently, as was the case at 31 December 2011, no provision


was recorded for this purpose at 31 December 2012.

2.5.5.1. Financial Profit/Loss


At 31 December 2012, Icade produced a f inancial loss of
101.6 million euros compared with a loss of 97.2 million euros at
31 December 2011.
This change can mainly be explained by the rise in the financial
debt to finance investments during the year, partially offset by
the fall in the average cost of debt.
This is part of the policy of continuous improvement for Icades
financial resources, accompanied by prudent management of
interest rate risks and stabilisation of its Loan to Value ratio at
below 40%.
2.5.5.2. Tax expense
The tax charge for 2012 amounts to (37.2) million euros compared
with (44.1) million euros as at 31 December 2011. This fall is mainly
related to the fall in the Property Development business.
Moreover, in 2011, Icade recorded 4.9 million euros in non-current
tax charges after capital gains from the sale of shops in the ground
floors of buildings by Icade Commerce (a company that is not
under the SIIC regime).
We recall that when the accounts were audited during the 2010
financial year, in its proposed correction (8 December 2010), the tax
authorities questioned the market values as at 31 December 2006,
based on the property valuations that were used as the basis for
calculating the exit tax (corporate tax at the rate of 16.50%) during
the merger/absorption of Icade Patrimoine (Assets) as at 1 January
2007. As a result, the exit tax bases were increased, generating
additional tax of 204 million euros in principal. In another proposed
correction dated 26 April 2012, the tax authorities informed Icade
that it was considering changing the rate of taxation applicable to
some of the revised amounts from 16.5% to 19%. The additional
tax would then be 206 million euros. In consultation with its
legal firms, the Company continues to dispute this assessment.

As the process currently stands, the disagreement between


the tax authorities and Icade on the value of these assets as at
31 December 2006 is subject to the opinion of the Commission
Nationale des Impts Directs et Taxes sur le Chiffre dAffaires.
2.5.5.3. Net Profit Group Share
After taking into account all of the above factors, the Net Profit
Group Share was 52.7 million euros on 31 December 2012,
compared with 93.0 million euros on 31 December 2011.

2.5.6. Obligations of the SIIC Regime and Distribution


The ratio of activities not eligible for the SIIC regime in the parent
companys balance sheet totalled 11.72% as at 31 December 2012.
Icades 2012 net book profit was 61.2 million euros, corresponding
to a fiscal profit of 122.0 million euros.
This tax base breaks down over the various sectors as follows:

68.8 million euros in exempt current profits from SIIC


activities, subject to an 85% distribution obligation;

(2.8) million euros in proceeds from disposals;

43.7 million euros in tax-exempt dividends from SIIC


subsidiaries, subject to a 100% distribution obligation;

taxable profit, which stands at 12.3 million euros before


allocation of previous deficits.

The distribution obligation amounted to 102.2 million euros in


2012 including:

58.5 million euros relating to the rental business


(85% obligation);

43.7 million euros relating to dividends from SIIC subsidiaries


(100% obligation).

2.5.7.

Non tax deductible charges

The financial years charges do not include expenditure which is


non-deductible by the tax authorities, as defined by the provisions
of article 39-4 and 223 quater of Frances General Tax Code.

44

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

Fiscal
Profit/Loss

Distribution obligation

Fiscal
Profit/Loss

Distribution obligation

31/12/2012

Amount

31/12/2011

Amount

Current profit/loss from SIIC activities

68.8

85.0%

58.5

49.5

85.0%

42.1

Profit/loss from disposals

(2.8)

0.0%

0.0

13.5

50.0%

6.7

Dividends from SIIC subsidiaries

43.7

100.0%

43.7

(21.7)

0.0%

0.0

Taxable profit/loss

12.3

0.0%

0.0

(16.4)

0.0%

0.0

102.2

24.9

(in millions of euros)

TOTAL

122.0

48.8

The distribution of a dividend of 3.64 euros per share will be proposed to the Annual General Shareholders Meeting, which will take
place on 12 April 2013. Based on existing shares as at 20 February 2013, i.e. 52,000,517 shares, the dividend distribution amount
proposed to the Shareholders Meeting will be 189.3 million euros.

(in millions of euros)

Dividend (in millions of euros)


O/w current dividend
O/w exceptional dividend
Dividend (in /share)
O/w current dividend
O/w exceptional dividend

31/12/2012

31/12/2011

189.3

193.4

189.3

174.2

0.0

19.2

3.64

3.72

3.64

3.35

0.0

0.37

ICADE 2012 FINANCIAL AND LEGAL REPORT

45

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

3. Adjusted net asset value at 31 December 2012


As at 31 December 2012, the EPRA single net asset value is
4,399.7 million euros, i.e. 84.7 euros per share, down 3.1% compared
with 31 December 2011, and the EPRA triple net asset value is

3.1.

VALUATION OF PROPERTY ASSETS

3.1.1.

Summary of expert valuations of Icades


assets

Icades assets work out at 6,849.7 million euros excluding duties,


compared with 6,727.3 million euros at the end of 2011, i.e. a

4,190.1 million euros, i.e. 80.7 euros per share, down 3.6% compared
with 31 December 2011.

change of +122.4 million euros over 2012 (+1.8%). On a like-for-like


basis, the annual change in portfolio value stands at (111.2) million
euros, i.e. a decrease of (1.7)% compared with 31 December 2011,
as shown in the table below:

31/12/2011

(in millions
of euros)

Change

31/12/2012

(in %)

Change on a
like-for-like
basis(2)
(in millions
ofeuros)

3,996.4

4,109.6

(113.2)

(2.8)%

(74.6)

(1.9)%

2,166.0

1,754.1

+411.9

+23.5%

+36.9

+2.1%

Non-strategic assets portfolio(5)

687.3

863.6

(176.3)

(20.4)%

(73.5)

(9.8)%

Value of the property assets

6,849.7

6,727.3

+122.4

+1.8%

(111.2)

(1.7)%

Change

Value of assets excl. Duties


(in millions in euros)(1)

Strategic assets portfolio

(3)

Alternative assets portfolio

(4)

Change on a
like-for-like
basis(2)
(in %)

(1) Based on the scope of consolidation as at 31 December 2012 (100% of assets consolidated by the full consolidation method and up to the percentage interest
for other consolidated assets).
(2) Net variation in disposals and investments during the period.
(3) Includes Oces France and Business Parks.
(4) Includes Shops and Shopping Centres and Healthcare.
(5) Includes Warehouses, Oces Germany and Residential.

Icades property assets are valued by independent property


surveyors twice a year for the publication of the half-yearly
and annual financial statements, according to arrangements
compliant with the SIIC code of ethics published in July 2008 by the
Fdration des socits immobilires et foncires [Federation
of property and real-estate companies].
The property valuations were performed by Jones Lang LaSalle,
DTZ Eurexi, CBRE Valuation and Catella.
At the beginning of 2011, Icade launched a consultation with
the main property surveyors as part of the renewal of property
valuations of its office assets in France, business parks, shops and
shopping centres and warehouses. The surveyors were retained
not only according to the criteria of independence, qualification,
reputation, skill in property valuation, organizational ability and
resourcefulness and proposed price level, but also with a desire
to conduct a rotation of surveyors by portfolio. At the end of this
process, a three-year contract was signed with the surveyors used.

46

ICADE 2012 FINANCIAL AND LEGAL REPORT

At the start of 2012, the mission to value the Sant portfolio was
renewed for three years.
For the office portfolios in Germany and housing, a valuation
contract renewable every year was established between Icade
and the property surveyors, conducting an internal rotation of
their teams at the end of seven years.
The property valuation fees are billed to Icade based on a flat
remuneration, taking into account the specifics of the buildings
(number of units, number of square meters, number of current
leases etc.) and independent of the value of the assets.
The surveyors assignments, for which the main methods of
valuation and the conclusions are presented hereafter, are
performed according to the standards of the profession, in
particular:

the Property Valuation Charter, fourth edition, published


in October 2012;

the Barths de Ruyter report from the COB (AMF) dated


3 February 2000 on the valuation of the property assets of
companies making public offerings for investment;

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

at international level, the TEGoVA (The European Group


of Valuers Association) European valuation standards
published in April 2009 in the Blue Book and the standards
of the Red Book from the Royal Institution of Chartered
Surveyors (RICS).

These various texts specify the qualification of the surveyors,


the rules for good conduct and ethics and the basic definitions
(values, surface areas, rates and the main valuation methods).

11 warehouses (Andrzieux, Aix 1, Aix 2, Aix 3, Limoges,


Montmorillon, Auxerre, Grigny, Longvic, Sennec-les-Mcon
and Marignane), the Goldsteinstrasse office building in
Frankfurt, jointly-owned properties in the Arago tower and
office in Fontaine-les-Dijon;

the buildings underlying a financial operation (i.e. capital


leasing or rent with the option to buy where Icade acts
exceptionally as the leaser) which are maintained at the total
financial debt entered in the accounts, or as in this case, the
purchase option cited in the contract: the Levallois-Perret
office block leased to the Ministry of the Interior for a 20-year
duration with a purchase option (LDA) is the only building
which figures in that category on 31 December 2012;

public buildings and works held via a PPP (public-private


partnership) which are not valued, as the ownership
ultimately returns to the State at the end of the concession.
These assets are therefore held at the net book value and
are not listed in the property assets currently published
by Icade.

buildings purchased off-plan and/or by the Development


Division which are also valued at their cost price until the
date of their delivery; no assets fall within this category as
at 31 December 2012, as the last building in Villejuif was
delivered during the 1st half of 2012;

buildings acquired less than three months before the semiannual or annual closing date, which are maintained at
book value. As at 31 December 2012, this category contains
10 Healthcare portfolio assets: the Franois Chnieux clinic
in Limoges, the Clinical centre in Soyaux, the Sant Sud
centre in Le Mans, the Les Cdres clinic in Brive-la-Gaillarde,
the Les Fleurs polyclinic in Ollioules, the Flandre clinic in
Coudekerque-Branche, the Jean Villar polyclinic in Bruges,
the Villette clinic in Dunkerque, the CIMROR imaging centre
in Clermont-Ferrand and land in Champigny-sur-Marne.

On each valuation assignment and during the presentation of


values, Icade ensures the consistency of the methods used for
valuation of these assets within the panel of surveyors.
The values are established on the basis of duties included and
duties excluded, the duties excluded values being determined
after deduction of fees and legal expenses calculated on an
outright basis by the surveyors.
The Crystal Park office building and the EQHO and PB5 towers
are appraised twice, the valuation retained corresponds to the
average of the two appraised values.
The sites are systematically visited by the surveyors for all new
assets coming into the portfolio. New site visits are then organized
according to a long-term schedule or each time that a specific
event in the life of the building requires it (occurrence of significant
modifications in its structure or environment).
Following their work, the surveyors issue a surveyors report, which
is generally presented in the form of a summary surveyors report
and/or a surveying certificate. For assets that were not surveyed,
the surveyors update their previous reports after reviewing
changes that have occurred in their legal, urban planning or
rental situations.
Following the procedures currently in practice within the Group,
all Icades assets were valued at 31 December 2012, with the
exception of:

properties currently the subject of an expert opinion,


including those covered by a promise of sale at the time
the accounts were closed and which are valued on the
basis of the contract selling price; as at 31 December 2012,

Strategic property
portfolio (excluding
duties)

3.1.2.

Strategic assets portfolio

The overall value of this strategic portfolio stood at 3,996.4 million


euros excluding transfer duties at 31 December 2012 compared
with 4,109.6 million euros at the end of 2011, representing a
decrease of 113.2 million euros (-2.8%).

Change on a
like-for-like
basis

Change

Change on a
like-for-like
basis

31/12/2011
restated(1)

Restatements (1)

31/12/2011

(in millions
of euros)

Change

31/12/2012

(in %)

(in millions
ofeuros)

Offices France

2,426.1

2,567.6

197.2

2,370.4

(141.5)

(5.5)%

(51.7)

(2.2)%

Business Parks

1,570.3

1,542.0

1,542.0

+28.3

+1.8%

(22.9)

(1.5)%

3,996.4

4,109.6

3,912.4

(113.2)

(2.8)%

(74.6)

(1.9)%

(in millions of euros)

Strategic

197.2

(as a %)

(1) The Oces in Levallois-Perret, the CERS, the Cap Breton hotel and the crche in Blagnac were reclassied from the Healthcare Division to the Oces Division
as at 31 December 2012 and, due to homogeneity concerns, the gures from 31 December 2011 were adjusted to take this new classication into account.

ICADE 2012 FINANCIAL AND LEGAL REPORT

47

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

After eliminating the impact of investments and disposals carried out during 2012, the change in the value of strategic assets amounted
to -1.9% on a like-for-like basis.
By value, 99% of the portfolio is located in le-de-France.
Valuation excluding duties

Change on a
like-for-like
basis

(in millions of euros)

Valuation of the strategic property assets


by geographical sector

Change
31/12/2012

31/12/2011

(m)

(in millions
ofeuros)

Paris CBD

183

270

(87)

+14

+8.3%

Paris (excluding CBD)

878

915

(37)

+1

+0.1%

La Dfense

707

698

+9

(76)

(11.1)%

Western Crescent

1,006

1,022

(16)

0%

Inner Ring

1,148

1,122

+26

(3)

(0.2)%

Outer Ring

36

38

(2)

(6)

(15.8)%

3,958

4,065

(107)

(70)

(1..8)%

38

45

(7)

(5)

(11.9)%

3,996

4,110

(114)

(75)

(1.9)%

Sub
btota
al for the le-de--France regiion
n
Regional
TOTAL

The amount of land and projects under development amounted


to 666.0 million euros as at 31 December 2012 and breaks down
to 32.7 million euros in land and 633.3 million euros in projects
under development.
3.1.2.1. Offices in France
The overall value of this portfolio stood at 2,426.1 million
eurosexcluding duties at 31 December 2012 compared with
2,567.6million euros at the end of 2011, representing a decrease
of 141.5 million euros.
During 2012, investments made in office assets, which mainly
include work on the EQHO Tower, amounted to a total of
104.4 million euros. By neutralising the impact of these investments
and disposal of the Messine and Le Mistral buildings in Paris,

48

Change on a
like-for-like
basis

ICADE 2012 FINANCIAL AND LEGAL REPORT

(as %)

LaVigie in Brest, jointly-owned properties in the Neuilly-Madrid


building in Neuilly-sur-Seine and the Areva tower in La Dfense,
properties in the Montparnasse shopping arcade and shops in
Evreux and Mcon, the change in value of the Offices Division
assets as at 31 December 2012 was -51.7 million euros on a
like-for-like basis, i.e. -2.2%. It should be noted that the change in
value in 2012 of the EQHO alone was -57.5 million euros particularly
as a result of the surveyors revision of letting assumptions.
The overall change can be explained by the impact of a business
plan for the buildings, which includes the change in the rental
situation and the works budget and the effect of indexation on
rent, of -71.8 million euros, and the impact of the downward
adjustment in rate of return and discount rates used by the
property surveyors to reflect changes in the real-estate market,
of +20.1 million euros.

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Return on assets and reversion potential

Valuation
including
duties (1)

Valuation
excluding
duties(2)

(in millions of
euros)

(in millions of
euros)

Net rate of
return, excl.
duties(3)

Average
price /m2(4)

Paris

306

292

6.2%

9,902

La Dfense

206

194

8.0%

4,482

1,051

1,004

6.5%

8,018

Inner Ring

353

347

6.5%

4,770

Outer Ring

38

36

11.4%

1,236

1,954

1,873

6.7%

6,252

40

38

8.7%

1,681

1,994

1,911

6.7%

5,932

524

515

n/a

n/a

2,518

2,426

Valuation of office assets

Western Crescent

Tota
al fo
or the le-de-Fra
ance region
Regional
TOTAL
Property reserves and projects under development(5)
TOTAL

(1) Valuation (including duties) of oce assets established from the average of surveyed values as at 31 December 2012.
(2) Valuation (excluding duties) of Oces France established from the average surveyed values as at 31 December 2012 (after deducting fees and lump-sum
legal expenses calculated by the surveyors).
(3) Net annualised rents for rented oor areas added to potential net rents of vacant oor areas at the market rental value related to the surveyed value excl.
duties of the rentable oor areas.
(4) Established in relation to valuation value excluding duties.
(5) Mainly includes the EQHO Tower.

The return from the Office Divisions buildings was 6.7% at


31 December 2012 (compared with 6.8% at the end of 2011) for
a reversion potential (*) valued at -2.3% according to the market
rental values estimated by the property surveyors.
3.1.2.2. Business Parks
The property assets of the Business Parks consist of built
assets in use as well as property reserves and building rights for
which property projects have been identified and/or are under
development.
The market value of the assets of the Business Parks was valued
at 1,570.3 million euros excl. duties as at 31 December 2012,
compared with 1,542.0 million euros as at 31 December 2011,
representing an upward variation of 28.3 million euros (+1.8%).

Icade allocated 51.2 million euros in maintenance and development


investments in its Business parks in 2012.
On a like-for-like basis, after eliminating investments during
the year, the value of Icades business parks decreased by
22.9 million euros over 2012, i.e. -1.5%. This change can mainly be
explained by the specific situation of some assets, for example the
staggered letting of the Le Beauvaisis building, the renegotiation
of several tenants leases, with Icade granting a rent reduction
in exchange for an extension in their fixed term, the review of
the investment programme for some assets and the signing of
agreements with some existing tenants to vacate properties for
future developments, such as Veolia.

(*) Reversion potential: dierence ascertained between the market rental value of the rented space and the annual rent net of unrecoverable charges for the same
space (expressed as a percentage of net rent). The reversion potential as calculated above is established without taking into consideration the schedule of
repayments of the leases and is not subject to discounting.

ICADE 2012 FINANCIAL AND LEGAL REPORT

49

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Geographical breakdown of assets

Valuation excluding duties


(in millions
ofeuros)

(as %)

Paris (75)

769

48.9%

Saint-Denis (93)

164

10.5%

Aubervilliers (93)

637

40.6%

1,570

100%

Valuation of the property assets of Business Parks

TOTAL

The value of the parks located in Seine-Saint-Denis (93) accounts for about 51% of the total value of the Business Parks, with those
located in Paris accounting for the remaining 49% (Parc du Pont de Flandre and Parc du Millnaire).
Return on assets and reversion potential

Valuation
including
duties

Valuation
excluding
duties

(in millions
ofeuros)

(in millions
ofeuros)

Net rate of
return, excl.
duties

Average
price /m2

Parc du Pont de Flandre

421

400

7.3%

4,417

Parc des Portes de Paris

706

669

8.7%

2,130

Parc du Millnaire

344

324

6.7%

4,853

28

26

8.3%

1,621

1,499

1,419

7.8%

2,911

153

151

n/a

n/a

1,652

1,570

Valuation of the property assets of Business Parks

Parc le Mauvin
TOTAL
Property reserves and projects under development(1)
TOTAL

(1) Mainly includes property reserves and projects under construction (including the Portes de Paris park: lot E building 302 and Millnaire 3 and 4).

Based on the rent at 31 December 2012, and in the context of


rent increases due to indexation, the returns of the Business
Park assets were 7.8% (compared with 7.6% at the end of 2011).
The reversion potential of the portfolio is estimated at +0.3%,
calculated according to the market rental values provided by
property surveyors based on their knowledge of the market and

Value of property
assets
(in millions of euros)

Retail and Shopping


Centres
Healthcare
Alternative

the latest transactions carried out in the sector and therefore not
incorporating the future development of parks.

3.1.3.

Alternative assets portfolio

These assets include Shops and Shopping Centres and the


Healthcare portfolio.

Change (in millions

Change
on a likefor-like
basis

(in %)

of euros)

(as %)

+4.4

+1.0%

+2.8

+0.6%

1,514.2

+407.5

+30.9%

+34.1

+2.6%

1,951.3

+411.9

+23.5%

+36.9

+2.1%

Change on
a like-forlike basis

Change
31/12/2012

31/12/2011
restated(1)

441.5

437.1

1,724.5

1,317.0

2,166.0

1,754.1

31/12/2011

(in millions
of euros)

437.1
(197.2)
(197.2)

Restatements(1)

(1) The Oces in Levallois-Perret, the CERS, the Cap Breton hotel and the crche in Blagnac were reclassied from the Healthcare Division to the Oces Division
as at 31 December 2012 and, due to homogeneity concerns, the gures from 31 December 2011 were adjusted to take this new classication into account.
Consequently, as at 31 December 2012, the Healthcare Division only consists of assets owned by Icade Sant.

50

ICADE 2012 FINANCIAL AND LEGAL REPORT

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

3.1.3.1. Shops and Shopping Centres

by Icades Development Division and are owned in a 50/50


partnership with Klpierre.

At 31 December 2012, this class of assets includes the Odysseum


shopping centre in Montpellier opened in 2009, the Le Millnaire
shopping centre located in Aubervilliers, delivered in April 2011,
as well as the portfolio of Mr. Bricolage stores acquired at the
beginning of 2008. Both shopping centres were developed

Valuation of Shop and Shopping


Centre assets

At 31 December 2012, the overall value of the Shops and Shopping


Centre assets stood at 441.5 million euros excluding duties,
compared with 437.1 million euros at the end of 2011, representing
an increase of 4.4 million euros (+1.0%).

Change on a
like-for-like
basis

Change

Change on a
like-for-like
basis

31/12/2011

(in millions
of euros)

Change

31/12/2012

(in %)

(in millions
ofeuros)

Shopping centres

319.4

317.0

+2.4

+0.8%

+0.8

+0.2%

Icade Bricolage

122.1

120.1

+2.0

+1.7%

+2.0

+1.7%

441.5

437.1

+4.4

+1.0%

+2.8

+0.6%

(in millions of euros)

TOTAL

The like-for-like change in the valuation of Shops and Shopping


Centres amounted to +2.8 million euros over 2012 (+0.6%). About
-1.0 million euros of this change can be explained by an upward
adjustment in the return and discount rates used by the property

(as%)

surveyors; the revision of the business plan assumptions for the


buildings accounts for +3.8 million euros.

Return on assets

Valuation
including
duties

Valuation
excluding
duties

(in millions
ofeuros)

(in millions
ofeuros)

Net rate of
return, excl.
duties

Average
price /m2

6.1%

3,198

Inner Ring

202

190

5.5%

6,374

Outer Ring

7.5%

744

Regional

248

240

6.7%

1,362

TOTAL

462

442

6.2%

2,068

Valuation of Shop and Shopping Centre assets


Paris

The net return on the retail portfolio was 6.2% as at 31 December


2012 (compared with 6.1% at the end of 2011).
3.1.3.2. Healthcare
The Healthcare property portfolio consists of clinics and healthcare
establishments.
The offices in Levallois-Perret, the CERS, the Cap Breton hotel
and the crche in Blagnac were reclassified from the Healthcare
Division to the Offices Division as at 31 December 2012 and,
due to homogeneity concerns, the figures from 31 December
2011 were adjusted to take this new classification into account.
Consequently, as at 31 December 2012, the Healthcare Division
only consists of assets owned by Icade Sant.

The overall value of this portfolio was estimated at 1,724.5 million


euros excluding duties at 31 December 2012, compared with
1,317.0 million euros at the end of 2011, representing an increase
of 407.5 million euros, mainly due to the acquisition of Healthcare
facilities at the end of the year.
On a like-for-like basis, after eliminating investments during the
year of 49.7 million euros and acquisitions of 323.7 million euros,
the value of the portfolio changed by +34.1 million euros over
2012, i.e. +2.6%. This change can be explained by the impact of
buildings business plans (+30.3 million euros) and the impact of
interest rates (+3.8 million euros).

ICADE 2012 FINANCIAL AND LEGAL REPORT

51

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Geographical breakdown of assets

Valuation excluding duties


(in millions
of euros)

(as%)

Inner Ring

70

4.1%

Outer Ring

309

17.9%

Tota
al le
e-d
de-France reg
gion

379

22
2.0%

Regional

1,346

78.0%

TOTAL

1,725

100%

Valuation of Healthcare assets

Return on assets

Valuation of Healthcare assets

Valuation
including
duties

Valuation
excluding
duties

(in millions
ofeuros)

(in millions
ofeuros)

Net rate of
return, excl.
duties(1)

Average
price /m2

1,817

1,725

6.9%

2,208

n/a

n/a

1,817

1,725

Clinics and other healthcare establishments


Property reserves and projects under development
TOTAL

(1) Annualised rent net of non-recoverable charges for assets related to their surveyed value excl. duties, supplemented where necessary by additional rent
contracted if work is carried out.

The net return on the clinics portfolio was 6.9% as at 31 December 2012 (compared with 6.8% at the end of 2011).

3.1.4.

Non-strategic assets portfolio

These assets include Warehouses, Offices in Germany and Residential.

Value of property
assets

Change

Change on a
like-for-like
basis

31/12/2011
restated

31/12/2011

(in millions
ofeuros)

Change

31/12/2012

(in%)

(in millions
ofeuros)

Warehouses

197.4

247.3

247.3

(49.9)

(20.2)%

(44.1)

(18.5)%

Offices in Germany

233.0

304.5

304.5

(71.5)

(23.5)%

(18.0)

(7.3)%

Residential

256.9

311.8

311.8

(54.9)

(17.6)%

(11.4)

(4.3)%

NON-STRATEGIC

687.3

863.6

863.6

(176.3)

(20.4)%

(73.5)

(9.8)%

(in millions of euros)

3.1.4.1. Warehouses
The market value of the warehouse assets was assessed at
197.4 million euros excluding duties at 31 December 2012
compared with 247.3 million euros at 31 December 2011,
representing a downward change of -49.9 million euros (-20.2%).
Following the increase in return and discount rates as at 30 June
2012, a further fall in value was observed at 31 December, resulting

52

Change on a
like-for-like
basis

ICADE 2012 FINANCIAL AND LEGAL REPORT

(as %)

in an annual change of -44.1 million euros, a fall confirmed by the


purchase price offered for 11 warehouses which were subject to
an undertaking to sell signed in early 2013.
It should be noted that two warehouses in Rognac and Toulon-La
Farlde were sold in the 2nd half of the year. These assets were
values at 8.6 million euros as at 31 December 2011.

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Return on assets

Valuation
including
duties

Valuation
excluding
duties

(in millions
ofeuros)

(in millions
ofeuros)

Net rate of
return, excl.
duties

Average
price /m2

10

17.0%

335

Regional

190

188

12.3%

352

TOTAL

200

197

12.5%

351

Valuation of Warehouse assets


Outer Ring

The return on Warehouse assets was 12.5% as at 31 December


2012 (compared with 10.4% as at 31 December 2011).

course of the year (in Munich, Ludwigsfelde and Bad Homburg)


as well as the Suderstrasse 30 building in Hamburg and the
Charlottenstrasse building in Berlin.

3.1.4.2. Offices in Germany


The market value of the Offices in Germany assets was assessed
at 233.0 million euros excluding duties at 31 December 2012
compared with 304.5 million euros at 31 December 2011,
representing a downward change of 71.5 million euros (-23.5%).
This change can be explained by the sale of four plots over the

On a like-for-like basis, after eliminating investments and disposals


carried out in 2012, the value of these assets was down by 18.0 million
euros, i.e. -7.3%. This change is due to an increase in interest rates
leading to a reduction in value of about 13.8 million euros and a
business plan effect of -4.2 million euros.

Return on assets

Valuation of property assets in Germany


Offices in Germany
Property reserves and projects under development(1)
TOTAL

Valuation
including
duties

Valuation
excluding
duties

(in millions
ofeuros)

(in millions
ofeuros)

Net rate of
return, excl.
duties

Average
price /m2

181

174

8.3%

1,717

61

59

n/a

n/a

242

233

(1) Includes land (Arnulfstrasse 61 in Munich, Mercedesstrasse in Dsseldorf, Hohenzollerndamm and Salzufer in Berlin) and the Turlenstrasse development
project in Stuttgart.

The return on Of f ice assets in Germany was 8.3% as at


31 December 2012 (compared with 7.5% as at 31 December 2011).
3.1.4.3. Residential
The assets of the Residential Property Investment Division as
at 31 December 2012 are composed of buildings managed by
the SNI, together with the joint ownership housing and various
residual assets of the Residential Property Investment Division,
which were valued on the basis of property valuations.
The value of the Commercial Property division portfolio was
256.9 million euros excl. duties as at 31 December 2012, compared
with 311.8 million euros at the end of 2011, i.e. a variation of
-54.9 million euros (-17.6%).
This change is mainly due to the effect of disposals. On a like-for-like
basis, the change in the valuation of the Residential Property
Divisions assets is -11.4 million euros (-4.3%).

3.1.5.

Methodology used by the surveyors

The methodologies used by the surveyors were identical to those


used in the previous fiscal year.

The investment buildings are valued by the surveyors by combining


two methods: the revenue method (the surveyor using the net
rent capitalization or discounted cash flow method, whichever
is the most appropriate) and cross checking using the method
of direct comparison with the prices of transactions recorded on
the market on equivalent assets in terms of nature and location
(unit, block or building price).
The net revenue capitalization method consists of applying a rate
of return to revenue, whether that revenue is established, existing,
theoretical or potential (market rental value). This approach may
be carried out in different ways according to the revenue basis
considered (actual rent, market rent and net revenue) to which
different rates of return correspond.
The discounted cash flow method assumes that the value of
the assets is equal to the discounted sum of the financial flows
expected by the investor, including resale at the end of the holding
period. In addition to the resale value obtained by applying a
theoretical rate of return on the rents for the last year, which differs
depending on the sites, the financial flows integrate the rents,
the different charges not recovered by the owner and the heavy
maintenance and repair work. It should be noted that discounting
ICADE 2012 FINANCIAL AND LEGAL REPORT

53

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

rates can be determined either by adding the risk-free rate plus


risk premiums (premium in relation to the real-estate market and
premium associated with the building, considering its qualities in
terms of location, construction and revenue reliability) or using
the WACC method.
Whether the capitalization or discounting method is used,
valuation calculations are performed on a lease-by-lease basis
except in special cases or where there is a justified exception.
For operational buildings (head office in particular), these are
appraised at the value of a building in service leased under market
conditions on the date of the survey (in other words, operational
buildings, particularly those used as offices, are not considered
to be vacant and internal leases are not taken into account).
In the case of property reserves and buildings under development,
the valuation principles for these assets are detailed below.
Special case: buildings under development on own land
The notion of buildings under development covers an extremely
wide diversity of situations and the issue is currently not
particularly well covered by regulatory or professional texts. Only
the accounting consideration of this class of assets is covered
by a specific assignment, depending on the applicable regime.
Before explaining the principal methods used in valuating these
assets, an introduction lists the main categories of buildings
under development on the understanding that each category
may itself cover several variables:
Principal categories of buildings under development
1) Property reserves
This category of assets covers large property units, which are
only partially provided with services, where the ability to build
is sometimes subject to additional development and may not
be implemented globally and immediately (question of delay in
obtaining authorizations, need to carry out development work,
problem of absorption by the market). These reserves can be
valued since they constitute an asset, but with a certain amount
of caution in the light of the conditions described above.
2) Building land or building rights
This second category relates to medium-sized individual property
units marketable as such on the market in an urban or suburban
location, serviced and able to be built on in the medium term.
3) Residual building land
Residual building land is building land not used by individual plots
already containing buildings. Residual building land can also be
valued from the moment it can legally and technically be built on,
subject to the rights of any tenants in the buildings and related
town planning constraints.

54

ICADE 2012 FINANCIAL AND LEGAL REPORT

4) Buildings under development


Buildings under development cover building land with
authorizations such as demolition permits, building permits,
authorization from the Commercial Property Departmental
Commission (CDEC), where the exit horizon is usually within a
period of two to four years with a degree of risk and revaluation,
which changes over time until the building is delivered, marketed
and placed in service.
5) Buildings under redevelopment
Buildings under redevelopment relate to individual plots containing
buildings, whether occupied or not, which were originally
considered as investment properties but which, either due to a
town planning decision or a strategic decision of the owner, fall
into the redevelopment category (tenant leaving or evicted,
demolition and redevelopment works).
Valuation methods used by surveyors for buildings under
development
For the purposes of calculating the revalued NAV, projects under
development are valued on the basis of a clearly identified and
documented project, as soon as planning permission can be
examined and implemented. Insofar as they were originally valued
as investment properties, buildings under redevelopment or
under reconstruction can be valued on the basis of their future
following approval by Icades undertakings committee.
The methods used by sur veyors in valuing projects under
development primarily include the method produced on the
basis of a developer balance sheet and/or DCF, supplemented if
necessary by the comparison method (see details of both these
methods above).
The method established on the basis of a developer balance sheet
consists of producing the financial balance sheet for the project
according to the approach of a property developer to whom the
land has been offered. From the selling price of the building on
delivery, the surveyor deducts all the costs to be incurred, building
costs, fees and margin, financial expenses as well as the amount
that could be assigned to the land cost.
Whichever method is selected, it is ultimately up to the property
surveyors to set a value and discount rate in line with the risks
inherent in each project and, in particular, the state of progress of
the various authorization and building phases (demolition permit,
building permit, objections, progress of work, any pre-marketing
or rental guarantee). From the exit value, the surveyors must
explain which procedure they followed in estimating the degree
of risk and revaluation attaching to the building in the light of
the circumstances under which they work and the information
made available to them.

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

The buildings of the clinics or healthcare establishments which


are considered as single -use property assets are valued by the
experts using the rent capitalization (or rental value) method or
by the discounted future cash flow method.

premises could otherwise be valued by capitalization of the rental


income advised by Icade.

3.2.

VALUATION OF PROPERTY
DEVELOPMENT AND SERVICES
BUSINESSES

It should be noted that the market value of a hospital is essentially


dependent on operation and its ability to generate sufficient
revenues to ensure a normal return on the property investment.
These buildings fall under the category of single-use buildings
and the value given by the surveyor nevertheless is totally related
to its operation and consequently the value of the business.
Being unsuitable for use as another business without substantial
conversion works, these premises are not subject to renewal
rent capping or review, or the traditional rules for determining
the rental value, because the configuration and specialization
of the building imposes objective physical limits on the operator
(number of beds or rooms etc.) regardless of its qualities.

Icades development and service companies have been valued


by an independent firm for the purposes of calculating the NAV
(net asset value). The method used by the surveyor, which remains
identical to that used for the previous year, is essentially based
on each companys discounted cash flow over the term of their
business plan, together with a terminal value based on a normative
cash flow increasing to infinity.

The market rental value used by the property surveyors is


therefore based on taking into account a quota share of the
average revenue or EBITDA that the establishment made over
the last few years of operation, with or without adjustment, in
the light of its category, contents, its administrative environment,
the quality of its operating structure (price positioning, subsidies,
operating accounts, etc.) and any competition. The establishments

The equity value used to calculate NAV was reached by deducting


net debt from the company value.

On this basis, at 31 December 2012, the Company value of the


property development and service businesses corresponded to
470.4 million euros compared with 475.2 million euros at the end
of 2011, a decrease of 1.0%.

Consequently, the equity value of development and service


companies was 426.7 million euros compared with 426.6 million
euros at 31 December 2011. Once the value of IRS, a company
which was sold during the 1st half of 2012, is subtracted, the
increase in value is 4.5%.

Change from Company value to equity value


Value of development and service companies

31/12/2012

31/12/2011

470.4

475.2

(1.3)

(0.4)

Other adjustments

(42.4)

(48.2)

Equity value

426.7

426.6

Company value
Net debt

The value of these companies on 31 December 2012 breaks


down as 91% for the development companies and 9% for the
service companies.

(+)

the impact of the dilution of securities providing access to


capital;

(+)

the unrealised capital gain on property assets established


on the basis of property valuations, excluding conveyance
charges and asset disposal costs. For assets under promises
of sale signed during the year, the reference value is that
appearing in the promise;

(+)

the unrealised capital gain on the property development


values and the service companies established on the basis
of the independent valuation that was carried out;

Among the financial parameters adopted, the surveyor used a


stable weighted average cost of capital (as compared with the
valuation made at the end of 2011), ranging from 8.95% to 13.06%
for the development companies and from 8.35% to 10.89% for
the service companies.

3.3.

METHODOLOGY FOR CALCULATING


NET ASSET VALUE

The EPRA single Net Asset Value (NAV) was calculated on the
basis of the shareholders equity established according to the
IFRS standards, the following items being added or subtracted:

(+/-) cancellation of the positive or negative effects of converting


cash flow hedging instruments at market value, included
in the consolidated capital and reserves as per the IFRS
standards.

ICADE 2012 FINANCIAL AND LEGAL REPORT

55

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

The EPRA triple net NAV is the simple net EPRA NAV minus the
following items:
(+/-) the consideration of the positive or negative effects of
emphasizing the cash flow hedge instrument market,
accounted for in the consolidated shareholders equity in
IFRS standards;
(+/-) the positive or negative effects of converting the fixed-rate
financial debts not taken into account under IFRS standards
into market value (pursuant to IFRS, derivative financial
instruments are shown on the balance sheet and financial
debts are accounted for at cost) ;

This sharp fall is partly due to a fall in unrealised capital gains


as a result of the sale of IRS and partly due to the impact of the
undistributed profits for 2011 of development companies on the
capital included in the calculation of unrealised capital gains.

3.4.4.

Pursuant to IFRS rules, derivative financial instruments are


accounted for on Icades consolidated balance sheet at their
fair value. Converting fixed rate debt to fair value had a negative
impact of 23.1 million euros and is taken into account in the
calculation of the EPRA Net Asset Value.

3.4.5.
(-)

the tax position on unrealised capital gains on buildings


(this tax position being limited to unrealised capital gains on
assets not eligible for the SIIC regime) and unrealised capital
gains on holdings in development and service companies.

The capital and reserves used as a reference for calculating the


EPRA NAV include the net result for the reference period. The
EPRA NAV is calculated in terms of Group share and then diluted
per share after cancelling any treasury shares and taking account
of the diluting impact of stock options or stock purchases.

3.4.

CALCULATING EPRA NET ASSET


VALUE

3.4.1.

Consolidated shareholders equity

As at 31 December 2012, the Group share of consolidated capital


and reserves came to 2,652.9 million euros, including a Group share
of net profit of 52.7 million euros. Over 2012, the development of
the hedge instrument cash flow market had a negative impact
of 9.3 million euros on capital.

3.4.2. Unrealised capital gains on property assets


Unrealised capital gains to be taken into account stem from the
valuation of property assets which are still accounted for at cost
on the balance sheet. At 31 December 2012, unrealised capital
gains excluding duties and legal fees came to 1,495.4 million euros.

3.4.3. Unrealised capital gains on development and


services companies
A valuation of development and service companies was carried
out on 31 December 2012 by an independent surveyor. It showed
unrealised capital gains of 71.3 million euros which were taken
into account in the calculation of the EPRA NAV at 31 December
2012, compared with unrealised capital gains of 101.7 million
euros at 31 December 2011.

56

ICADE 2012 FINANCIAL AND LEGAL REPORT

Market value of debt

Calculation of unrealised tax

The tax liability on unrealised capital gains on buildings not


eligible for the SIIC regime is calculated at a rate of 34.43% on
the difference between the fair value of the assets and their net
book value. This amounted to 1.7 million euros at 31 December
2012. This tax liability applies primarily to the assets of Icade REIT
in Germany, taxed at 15.83%.
The tax liability on unrealised capital gains on holdings in service
and development companies is calculated at a rate of 34.43%
for securities held for less than two years and a rate of 4.13% for
securities held for over two years. These rates increased to 36.10%
and 4.33% respectively for the exceptional contribution for the
shares that Icade held directly. As at 31 December 2012, the
tax liability on unrealised capital gains on equity shares totalled
12.1million euros.

3.4.6.

Treasury shares and securities giving rights


to capital

The number of fully-diluted shares used when calculating the EPRA


NAV at 31 December 2012 was 51,943,243, after cancelling treasury
stock (236,229 shares) and the impact of diluting instruments
(178,955 shares) as at 31 December 2012.
In the EPRA NAV calculation, the dilution related to stock-options
had the effect of increasing consolidated shareholders equity
and the number of shares will be deducted from the number of
exercisable shares at the end of the fiscal year.
The Group share of the simple EPRA NAV was 4,399.7 million
euros at 31 December 2012, i.e. 84.7 euros per share.
The Group share of the triple EPRA NAV was 4,190.1 million euros
at 31 December 2012, i.e. 80.7 euros per share.

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Determining the Group share of the EPRA NAV


(in millions of euros)

31/12/2012

30/06/2012

31/12/2011

Group share of consolidated capital

(1)

2,652.9

2,672.6

2,738.3

Impact of share dilution giving access to capital

(2)

7.4

0.0

0.0

Unrealised capital gain on property assets (excl. duties)

(3)

1,495.4

1,523.0

1,504.7

Unrealised capital gain on development companies(1)

(4)

58.4

24.9

71.0

Unrealised capital gain on service companies(2)

(5)

12.9

8.0

30.8

Restatement of the revaluation of rate hedging


instruments

(6)

172.7

172.4

163.5

4,399
9.7

4,400.8

4,50
08.3

EPR
RA siing
gle net NAV Group share

(7) = (1) + (2) + (3)


+ (4) + (5)) + (6)

Restatement of the revaluation of rate hedging


instruments

(8)

(172.7)

(172.4)

(163.5)

Revaluation of fixed-rate debt

(9)

(23.1)

(26.9)

(18.5)

Tax liability on unrealised capital gain on property assets


(excl. duties)

(10)

(1.7)

(3.5)

(4.4)

Tax liability on unrealised capital gain on securities for


development companies

(11)

(10.6)

(7.6)

(7.6)

(12)

(1.5)

(1.8)

(1.8)

4,190
0.1

4,188.7

4,31
12.5

Tax liability on unrealised capital gain on securities for


services companies
EPR
RA trriplle net NAV Grroup share

(13) = (7) + (8) + (9)


+ (10) + (1
11) + (1
12)

Number of fully diluted shares in millions

51.9

51.8

51.6

(7)/n

84
4.7

84.9

87.5

Sing
gle nett EPRA NAV per share
(in Group share - fully diluted in euros)

Annual growth

(3.1)%

Triple net EPRA NAV pe


er share
(in Group share - fully diluted in euros)

(13)/n

80
0.7

80.8

Annual growth

83.7
(3.6)%

(1) The reduction in unrealised capital gains is due to the impact of the undistributed prot for 2011 taken into account in the calculation on the capital of
development companies.
(2) The fall in unrealised capital gains is due to the disposal of IRS.

ICADE 2012 FINANCIAL AND LEGAL REPORT

57

ITEMS OF BUSINESS ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Change in EPRA triple net NAV in euros per share

EPR
RA trriple net NAV, Group share ass att 31/12/2011
(in euros per share)

83
3.7

Dividends paid during the 1st half of the year

(3.7)

Group share of consolidated profit for the year

+1.0

Change in fair value of financial derivative instruments

(0.2)

Impact of the opening of the capital of Icade Sant(1)

+0.9

Change in capital gains on property assets

(0.2)

Change in the capital gain on property-development and service companies

(0.3)

Change in the scope of the Property Services Division(2)

(0.3)

Change in the fair value of fixed-rate debt

(0.1)

Others

(0.1)

EPR
RA trriple net NAV, Group share ass att 31/12/2012
80
0.7

(in euros per share)


(1) Impact linked to the of realization of latent capital gains on Healthcare assets due to Icade Sants capital increase based on the Companys NAV.
(2) Impact of the sale of IRS (capital gains from sale included in the prot/loss for the year).

EPRA triple net NAV fell 3.6% over the course of 2012.
Rationalisation of this change should be considered in light of
the fact that changes in asset value can impact two lines: both

unrealized capital gains for assets and directly on profit-loss for


depreciated assets and assets and securities sold during the
year. Changes in scope can also have an impact on unrealised
capital gains and on equity, for example Icade Sants share
capital increase.

4. Financial resources
In response to general market uncertainty in the liquidities
segment and to changes in banking market constraints, Icade has
developed innovative financing solutions with financial partners.
This approach has led the Company to anticipate all the combined
needs of Icade and Silic, by signing new block funding of 1,550
million euros in July 2012, with a pool of seven banks. This is
divided into three tranches:

58

a Medium Term Credit Line for 625 million euros with a


maturity of five years, to allow Icade to cover the combined
medium-term needs of Icade and Silic. For this purpose,
Icade has granted Silic two financing streams for a total in
principal amount of 400 million euros;

a Revolving Credit Facility in the sum of 550 million euros


with a maturity of three years, to allow Icade to strengthen
its financial structure by increasing its available credit lines;

ICADE 2012 FINANCIAL AND LEGAL REPORT

a For ward Start Credit Line for 375 million euros, to


allow Icade to forecast the refinancing of a portion of its
syndicated loan of 900 million euros maturing in July 2014.

This financing structure, in line with the profile of the future


combined entity, enables Icade to smooth its debt maturity, whilst
extending the average maturity of its debt, and to strengthen its
financial structure by increasing its total back-up credit lines.
At the end of the year, Icade also agreed a 12-year mortgage against
the Pont de Flandre business park in Paris. This raised 200 million
euros from a leading insurer, extending the average maturity of
Icades debt and confirming the Groups capacity to diversify its
funding sources to include alternative lenders, while benefiting
from a context of historically low long-term interest rates.
This financing was signed at the end of December 2012 and the
funds released at the end of January, so it is not included in the
outstanding debt as at 31 December 2012.

ITEMS OF BUSINESS FINANCIAL RESOURCES

4.1.

LIQUID ASSETS

New financial resources were obtained during 2012 by renewing


existing credit lines and by setting up new confirmed credit lines.
The main financing activities over 2012 were as follows:

setting-up of 650 million euros of medium-term revolving


credit lines;

setting-up of a 625 million euro medium-term credit line;

renewal of a 10 million euro short-term revolving credit line;

signing of 200 million euros of long-term mortgage


financing.

Icade has drawing capacity on short and medium-term credit


lines of 895 million euros, to be used entirely as it sees fit. These
backup lines of credit and available cash as at 31 December 2012
cover two years of repayments of capital debt.

DEBT STRUCTURE AS AT
31 DECEMBER 2012

4.2.1.

Nature of debt

The gross financial debt of 3,389.0 million euros as at 31 December


2012 consisted of the following:

2,690.7 million euros in corporate loans;

384.7 million euros in mortgage financing;

93.5 million euros in private investment;

142.4 million euros in direct-financing leases;

11.6 million euros in other debt (feeder loans, debt associated


with holdings);

66.1 million euros in bank overdrafts.

Net financial debt totalled 2,725.4 million euros at 31 December


2012, up by 34.5 million euros compared with 31 December 2011.
The change between these dates primarily reflects:

The credit lines have an average spread of 210 base points and
an average term of 4.6 years.

4.2.

repayments of 210 million euros for credit lines used at the


end of 2011 and repaid at the start of the 1st half of 2012;

new debts for 404 million euros (mainly corresponding


to the medium-term loan of 625 million euros net of the
intra- group loan granted to Silic, and the 99 million euros
of long-term loans following Icade Sants acquisition of
properties);

natural debt amortization and repayments of corporate


credit lines for a total of 95 million euros;

natural amortization on finance leases and exercising of


options of 28 million euros;

a 34 million euros decrease in the value of hedging


instruments;

an increase of around 29 million euros in cash and 18 million


euros in other current financial assets (excluding the Silic
intra- group loan).

4.2.2. Maturity of debt


The maturity schedule of the debts drawn by Icade (excluding
overdrafts and excluding repayment of the Silic intra- group loan)
as at 31 December 2012 is given below, in millions of euros:

DEBT MATURITY
(in millions of euros)
800
635

700

575

600
500

463

431

364

400

295

300
129

200

45

43

2019

2020

100
0
2013

2014

2015

2016

2017

2018

2021 and
subsequent years

ICADE 2012 FINANCIAL AND LEGAL REPORT

59

ITEMS OF BUSINESS FINANCIAL RESOURCES

In 2012, Icade continued its prudent debt management policy


by maintaining limited exposure to interest-rate risks by setting
up appropriate hedging contracts (only plain vanilla swaps) and
changing rate benchmarks on revolving debts, hedged by base
swaps.

BREAKDOWN OF DEBT BY MATURITY DATE


(31DECEMBER 2012)
Less than 1 year
15%

More than 5 years


17%

More than 1 year


and less than 5 years
68%

BREAKDOWN BY FIXED RATE/VARIABLE RATE


(excluding investment-related debt and bank overdrafts)
( 31 December 2012)

Fixed rate
13%

The average lifespan of the debt at 31 December 2012 is


4.3 years (3.8 years before inclusion of the mortgage financing). At
31 December 2011, it was 3.8 years, indicating that the financing
raised in 2012 extended the average maturity of Icades debt.

Hedged
variable rate

Non-hedged
variable rate

79%

8%

4.2.3. Debt by business


After allocation of the intra- group refinancing, nearly 94.2% of
the Groups debt relates to the Property Investment Division and
5.8% relates to the Property Development Division. The share
assigned to the Services business line is insignificant. These
proportions are stable compared with the 2011 financial year.

4.2.4. Average cost of debt


The average cost of financing in 2012 was 1.79% before hedging
and 3.83% after hedging, compared with 2.20% and 4.08%
respectively in 2011.
As a result of current interest rates and the new financing agreed,
the average cost of Icades debt fell in 2012, particularly in the
2nd half of the year.

The main amount of the debt (91.3%) is protected against a rise


in interest rates (fixed rate debt or variable rate debt hedged by
vanilla instruments such as swaps or caps). Short-term drawdowns
over 2012 have not been hedged as interest rates have remained
at historically low levels.
The notional hedging amounts, m, for future years are as follows:

OUTSTANDING HEDGED POSITIONS


(in millions of euros)
2,000 1,799
1,750

4.2.5. Interest rate risk


The monitoring and management of financial risks are centralised
within the Treasury and Debts Division of the Finance Department.
This department reports on a monthly basis to Icades Risk,
Rates, Treasury and Finance Committee on all matters related to
finance, investment, interest-rate risk management and liquidity
management.
Changes in financial markets can entail a variation in interest rates,
which may be reflected in an increase in the cost of refinancing.
To finance its investments, Icade focuses on the use of variable
rate debt, which is then hedged, thus conserving its ability to
prepay loans without penalties. This represents, before hedging,
nearly 87.3% of its debt as at 31 December 2012 (excluding debts
associated with equity interests and bank overdrafts).

60

ICADE 2012 FINANCIAL AND LEGAL REPORT

1,500
1,250
1,000

1,189
923

892

750
500
250

312

220
55

47

142

0
2013 2014 2015 2016 2017 2018 2019 2020 2021
and subsequent
years

ITEMS OF BUSINESS FINANCIAL RESOURCES

Given the financial assets and the new hedges set up, the net position is given in the following table:
Financial
Assets(*)
(a)

31/12/2012
(in millions of euros)

Fixed
Rate

Financial
Liabilities(**)
(b)

Net exposure
before hedging
(c) = (a) - (b)

Variable
Rate

Fixed
Rate

Variable
Rate

Fixed
Rate

Variable
Rate

851.9

29.3

481.3

(29.3)

77.1

2,296.2

282.2
388.5

Less than one year


More than 1 year and
less than 5 years
More than 5 years
Total

851.9

Rate hedging
instrument
(d)
Fixed
Rate

Net exposure
after hedging
(e) = (c) + (d)

Variable
Rate

Fixed
Rate

Variable
Rate

370.6

433.3

(29.3)

803.9

(77.1)

(2,296.2)

1,568.2

(77.1)

(728.0)

223.0

(282.2)

(223.0)

311.6

(282.2)

88.7

3,000.5

(388.5)

(2,148.5)

2,313.1

(388.5)

164.5

(*) Current and non-current nancial assets and cash and cash equivalents.
(**) Gross nancial debt.

The average maturity of variable rate debt is 3.1 years, whereas


that of the associated hedging is slightly shorter at 2.9 years. This
is partly explained by the fact that the 625 million euro mediumterm loan was only partially hedged.
Finally, Icade favours classifying its hedging instruments as cash
flow hedges according to the IFRS standards, which requires that
the variations in the fair value of these instruments be recognized
as equity (for the effective portion) rather than as profit/loss.
Considering the years profile, and the change in interest rates, the
change in fair value of hedging instruments has had a negative
impact on the capital and reserves of 18.6 million euros.

4.3.

FINANCIAL STRUCTURE

4.3.1.

Financial structure ratio

The LTV (Loan To Value) ratio: (Net financial debt/Net asset


value excl. duties) comes out at 39.8% as at 31 December 2012
(compared to 40% as at 31 December 2011).

Of the slight fall compared with 31 December 2011, 0.5% is due


to the increase in net debt and 0.7% to the increase in the net
asset value.
Undertakings to sell were also signed at the end of the year for
some assets, meaning the restated LTV of these assets subject
to undertakings was 38.4%.
This ratio remains well below the ceiling levels to be met under
the financial covenants stipulated in the banking documents
(50%and 52% in the majority of cases where this ratio is mentioned
as a covenant).
Finally, the LTV calculated by Icade is the result of a prudent
calculation because it includes all of Icades debt (debt related
to property-development, ser vices and PPP, etc.) without
taking into consideration the value of these assets or of these
companies, since it is calculated only on the value of the assets
of the Commercial Property Division, excluding duties. After
taking into account the value of the Development and Service
companies and the value of the PPP assets, the adjusted LTV
ratio was 37.2% as at 31 December 2012.

To recap, the LTV at 31 December 2011 adjusted by the opening of


the capital of Icade Sant was 36.3%. The increase in this level is
mainly due to the total of investments and the distribution of the
dividend which were only partly offset by cash flows for the period.

ICADE 2012 FINANCIAL AND LEGAL REPORT

61

 FINANCIAL RESOURCES

   !"#$';'!?;@
The ratio of interest hedging by operating income (corrected for depreciation) was 3.52x over 2012. This ratio decreased in comparison
with previous years (3.77x in 2011), considering the decrease in operating profit and the rise in interest rates over the year. Compared
with EBITDA, this ratio works out as 3.58x.

;?J;?X!?;@"


Z
Z


Z
Z

(1)

40.0%

Net financial debt/net asset value including development and service companies

 

37.2%

37.4%

Ratio of interest hedging to operating profit/loss (ICR)

3.52x

3.77x

Net financial debt/net asset value excl. duties (LTV)

39.8% / 38.4%


      

   @[?"?\X
Covenants


Z
Z

Maximum

< 45% < 50%


and < 52%

39,8%

Minimum

>2

3.52x

Minimum

34% / 50% - 51%

55,57%

Value of investment property assets(3)

Minimum

> 3 billion euros


> 4 billion euros
> 5 billion euros

6.8 billion euros

Debt ratio of subsidiaries/Consolidated gross debt

Maximum

33%

16.52%

Surety on assets

Maximum

< 20% of property assets

8.4%(4)

(1)

LTV
ICR

CDC control

(2)

   !  "  #  


$ "  #&  '7!; <7!  "  "  #&  '=!;  " & '! "  #&  >'!
7   ?>!  "  #  " $  " KXK "   # # "  #&  >!;  " & <! "  #&  '=Y'!
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 " & ^! "  #&  ' ##  
> _`&& ##  " #  &

The covenants were respected as at 31 December 2012.

ICADE  2012 FINANCIAL AND LEGAL REPORT



 
;"@!;J?X?J;?X;]@!^?;@ ......................................................... 64

ICADE  2012 FINANCIAL AND LEGAL REPORT

63

HISTORICAL FINANCIAL INFORMATION

Chapter 2



 
 

 
  
  
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64

ICADE  2012 FINANCIAL AND LEGAL REPORT

HISTORICAL FINANCIAL INFORMATION

ICADE  2012 FINANCIAL AND LEGAL REPORT

65

Consolidated
nancial statements
Consolidated income statement ....................................................... 68
Consolidated balance sheet ................................................................ 69
Consolidated cash _ow statement .................................................... 71
Consolidated statement of change in equity and reserves ........ 72
Notes to the consolidated nancial statements ........................... 74
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.

66

Accounting policies ...........................................................................................................................74


Main transactions concerning the consolidation scope
occurring during the 2012 nancial year ..................................................................................83
Operating segments .........................................................................................................................85
Elements of EBITDA ...........................................................................................................................88
Prot/loss from disposals ...............................................................................................................91
Financial prot/loss ..........................................................................................................................92
Taxes ........................................................................................................................................................93
Goodwill .................................................................................................................................................94
Intangible assets.................................................................................................................................95
Tangible assets and investment properties and sensitivity of net book values......................... 97
Securities available for sale ......................................................................................................... 100
Other non-current nancial assets .......................................................................................... 101
Stocks and in progress .................................................................................................................. 103
Trade receivables ............................................................................................................................ 104

ICADE 2012 FINANCIAL AND LEGAL REPORT

15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.

Building contracts and o-plan sales ...................................................................................... 105


Miscellaneous receivables ........................................................................................................... 106
Other current nancial assets .................................................................................................... 106
Cash and cash equivalents .......................................................................................................... 107
Investment properties and other assets held for sale ...................................................... 108
Shareholders equity .......................................................................................................................110
Non controlling interests ..............................................................................................................112
Provisions ............................................................................................................................................112
Financial debts ..................................................................................................................................114
Miscellaneous payables .................................................................................................................118
Other nancial liabilities and derivatives ................................................................................119
Financial risk management ..........................................................................................................121
Fair value of nancial assets and liabilities .............................................................................124
Earnings per share .......................................................................................................................... 127
Commitments to personnel ........................................................................................................ 128
Headcount ......................................................................................................................................... 131
Stock option subscription and bonus share plans ............................................................. 131
O-balance sheet commitments .............................................................................................. 134
Related parties ................................................................................................................................. 135
Events after closure ........................................................................................................................ 136
Interests in joint ventures ............................................................................................................ 136
Equity-accounted securities ....................................................................................................... 137
Scope of consolidation ................................................................................................................. 138
Fees of statutory auditors .............................................................................................................142
List of standards and interpretations not applied early ....................................................142

ICADE 2012 FINANCIAL AND LEGAL REPORT

67

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT

Consolidated income statement


(in millions of euros)

Turnover
Other operating income associated with the activity
Financial operating income associated with the activity
Income from operating activities
Purchases used
Outside services
Tax, duty and similar payments
Personnel charges, profit sharing and share incentive scheme
Other business related charges
Cha
argess on operating activities
EBITDA
Depreciation charges net of investment grants
Charges and reversals related to loss in value on tangible, financial
and other current assets
Profit/loss from disposals
Depreciation of goodwill and intangible assets
OPERATING PROFIT
Gross cost of indebtedness
Income from cash and cash equivalents
Cost of net debt
Other financial income and charges
FINANCIAL PROFIT/LOSS
Share in profit/loss of companies consolidated by the equity method
Profit tax
Profit/loss from discontinued activities
NET PROFIT
Profit/loss: Share of non controlling interests
Net pro
ofit: Group share
e
Net income, Group share per share (in euros)
of which net earnings per share, Group share, from discontinued activities
Number of shares used in the calculations
Net income, Group share per share after dilution (in euros)
of which net earnings per share, Group share, from discontinued activities
Number of shares used in the calculations
Net profit/loss for the period
Other elements of net overall profit:
Financial assets available for sale
*changes in fair value recognized directly in equity
*transfer to profit/(loss) of instruments that do not qualify for hedge accounting
Conversion differentia
Cash flow hedging
*changes in fair value recognized directly in equity
*transfer to profit/(loss) of instruments that do not qualify for hedge accounting
Actuarial differences and adjustments to the limitation of assets
Tax on elements directly recognised in shareholders equity (1)
Other adjustments
Total overall profit/loss recognized as capital and reserves
- of which transferred to net profit/loss
Total overall profit/loss for the period
- Share of minority interests
- Group share

Notes

31/12/2012

31/12/2011

3-4

1,499.3
5.5
1.5
1,506.3
(810.4)
(111.1)
(26.5)
(167.6)
(6.2)
(1,12
21.8)
384.5
(176.8)

1,492.0
3.3
1.7
1,497.0
(793.7)
(145.2)
(24.6)
(173.9)
(4.1)
(1,14
41.5)
355.5
(148.6)

(85.7)
80.8
(1.6)
201.2
(109.5)
2.1
(107.4)
5.8
(101.6)
(0.7)
(37.2)
61.7
9.0
52.7
1.02
51,727,115
1.02
51,795,086
61.7

(32.3)
63.7
238.3
(105.4)
2.9
(102.5)
5.3
(97.2)
1.0
(44.1)
98.1
5.1
93.0
1.80
51,655,339
1.80
51,695,635
98.1

(12.0)
(18.6)
6.6
(12.0)
49.7
9.0
40.7

(32.8)
(36.7)
3.9
(32.8)
65.3
5.1
60.2

4
3
3
5

6
7

28

28

(1) Taxes on variations in fair value in securities available for sale and on hedging future cash ows are zero for nancial years 2011 and 2012.

68

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET

Consolidated balance sheet


ASS
SETS
S
Notes

31/12/2012

31/12/2011

Goodwill

77.2

79.7

Net intangible assets

5.8

7.3

Net tangible assets

10

121.5

129.4

Net investment properties

10

4,820.4

4,878.1

Non-current securities available for sale

11

2.5

2.7

Equity-accounted securities

36

1.3

12 - 25

5.1

9.8

14.8

20.9

5,047.3

5,129.2

(in millions of euros)

Other non-current and derivative financial assets


Deferred tax assets
TOTAL NON-CURRENT ASSETS
Stocks and work in progress

13

692.3

628.4

Accounts Receivable

14

584.2

516.5

Amounts due from customers (building contracts and off-plan sales)

15

18.8

22.1

10.5

6.9

Tax receivables
Miscellaneous receivables

16

383.0

424.6

Current securities available for sale

11

0.8

0.1

17 - 25

407.5

38.3

Cash and cash equivalents

18

443.6

414.3

Assets held for sale

19

214.9

99.4

TOTAL CURRENT ASSETS

2,755.6

2,150.6

TOTAL ASSETS

7,802.9

7,279.8

Other current and derivative financial assets

ICADE 2012 FINANCIAL AND LEGAL REPORT

69

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET

LIAB
BILITIE
ES
31/12/2012

31/12/2011

79.3

79.3

1,303.9

1,303.4

(22.0)

(36.1)

Revaluation reserves

(173.3)

(164.0)

Other reserves

1,412.3

1,462.7

52.7

93.0

(in millions of euros)

Notes

Capital
Premiums
Treasury shares

Net Profit Group Share


Capital and reserves - Group share

20

2,652.9

2,738.3

Non controlling interests

21

310.7

1.7

2,963.6

2,740.0

22 - 29

42.5

42.3

23

2,878.4

2,575.2

3.4

9.6

9.2

25

219.8

188.2

3,153.7

2,814.9

SHAREHOLDERS EQUITY
Non-current provisions
Long-term financial borrowings
Tax payable
Deferred tax payable
Other non-current liabilities
TOTAL NON-CURRENT LIABILITIES
Current provisions

22

16.8

22.6

Current financial liabilities

23

510.6

423.9

7.2

20.0

550.2

498.8

Tax payable
Trade payables

70

Amounts due to customers (building contracts and off-plan sales)

15

8.1

1.1

Miscellaneous current payables

24

549.6

657.5

Other current and derivative financial liabilities

25

18.1

11.4

Liabilities intended to be sold

19

25.0

89.6

TOTAL CURRENT LIABILITIES

1,685.6

1,724.9

TOTAL LIABILITIES AND CAPITAL AND RESERVES

7,802.9

7,279.8

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED CASH FLOW STATEMENT

Consolidated cash _ow statement


(in millions of euros)

II

III

TRANSACTIONS RELATED TO OPERATIONAL ACTIVITY


Net profit
Net allocations to depreciation, amortization and provisions
Unrealized gains and losses due to changes in fair value
Other accruals
Capital gains or losses on disposal of assets
Capital gains or losses on disposal of consolidated participating interests
Share of profit/(loss) of equity-accounted companies
Dividends received
Ca
ash
h flow from op
perating acttiv
vitie
es after cost of net financiial deb
bt and tax
Cost of net financial debt
Tax expense
Ca
ash
h flow from op
perating acttiv
vitie
es before cost of net finan
ncial debt and tax
Interest paid
Tax paid
Change in working capital requirement related to operating activities
NET CASH FLOW FROM OPERATING ACTIVITIES
INVESTMENT TRANSACTIONS
Tangible and intangible assets and investment properties
acquisitions
disposals
Investment grants received
Change in deposits paid and received
Change in financial accounts receivable
Op
perrational invesstments
Securities available for sale
acquisitions
disposals
Consolidated securities
acquisitions
disposals
impact of changes in consolidation scope
Dividends received
Fin
nan
ncial investm
ments
NET CASH FLOW FROM INVESTMENT ACTIVITIES
FINANCING ACTIVITIES
Sums received from shareholders on increases in capital
paid by Icade shareholders
paid by non controlling interests of consolidated subsidiaries
Dividends paid during the financial year
dividends (including deduction at source) and interims paid in the year by Icade
dividends and interims paid in the year to non controlling interests of consolidated subsidiaries
Buy-back of treasury stock
Ch
han
nge in cash flow from cap
pittal transactions
Issues or subscriptions of borrowings and financial debts
Repayment of borrowings and financial debts
Acquisitions and disposals of current financial assets
Ch
han
nge in cash flow from finan
ncin
ng activities
NET CASH FLOW FROM FINANCING ACTIVITIES
NET CHANGE IN CASH POSITION (I+II+III)
NET CASH POSITION AT THE START OF THE YEAR
NET CASH POSITION AT THE END OF THE YEAR
Cash and cash equivalents
Bank overdrafts (excluding accrued interest not due)
NET CASH POSITION

31/12/2012

31/12/2011

61.7
262.3
0.4
12.6
(82.7)
(1.9)
0.7
(0.8)
252.3
103.0
37.2
392.5
(117.4)
(49.4)
(147.2)
78.5

98.1
170.8
(1.5)
9.7
(53.2)
(20.5)
2.6
(0.4)
20
05.6
116.3
44.1
36
66.0
(118.4)
(23.0)
(3.5)
221.1

(425.6)
226.8
(2.2)
4.5
(196.5)

(726.2)
192.3
0.9
3.8
(529.2)

(0.8)
0.1

19.1

(34.7)
38.1
(11.6)
1.4
(7.5)
(204.0)

(2.2)
12.6
0.2
0.4
30.1
(499.1)

0.5
357.7

11.7
-

(192.6)
(3.9)
14.3
176.0
903.0
(580.4)
(338.3)
(15.7)
160.3
34.8
342.7
377.5
443.6
(66.1)
377.5

(170.6)
(4.6)
1.4
(162.1)
576.2
(467.3)
76.7
18
85.6
23.5
(254.5)
597.2
342.7
414.3
(71.6)
342.7

ICADE 2012 FINANCIAL AND LEGAL REPORT

71

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CHANGE IN EQUITY AND RESERVES

Consolidated statement of change in equity and reserves

(in millions of euros)

Capital

Issue
premium
and
merger
premium

Cash flow
hedging
net of
corporate
tax

Securities
available
for sale

At 1 January 2012

79.3

1,303.4

(163.4)

(0.6)

1,519.6

2,738.3

1.7

2,740.0

changes in value recognized


directly in equity(1)

(18.0)

(18.0)

(0.6)

(18.6)

transfer to profit/(loss)
of instruments that do
not qualify for hedge
accounting

6.6

6.6

(0.1)

6.5

variation in fair value

(0.5)

(0.5)

(0.5)

transfer to profit/loss for


the period

0.6

0.6

0.6

Tota
al ch
han
nges recogniz
zed
dire
ectly
y in
n reserve
acco
ounts (I)

(11.4)

0.1

(11.3)

(0.7)

(12.0)

ofit/
/(loss) (II)
Net pro

52.7

52
2.7

9.0

61.7

al re
eco
ognized incom
me
Tota
and exp
pen
nses (I) + (II)

(11.4)

0.1

52.7

41
1.4

8.3

49.7

Dividends for 2011

(192.6)

(192.6)

(8.7)

(201.3)

Variation in percentage interest

2.0

46.8

48.8

308.9

357.7

Additions to the consolidation


scope

Capital increase

0.5

0.5

0.5

Increase in capital following


takeover of companies

Reduction in capital

14.4

14.4

14.4

2.1

2.1

0.5

2.6

79.3

1,303.9

(172.8)

(0.5)

1,443.0

2,652.9

310.7

2,963.6

Other
reserves

Total
shareholders
equity Group
share

Non
controlling
interests

Total
shareholders
equity

Cash flow hedges

Fair value of securities available


for sale

Treasury shares

(2)

Others(3)
At 31 December 2012

(1) The negative changes in cash ow hedges relate to the low medium and long-term interest rates at 31 December 2012, which went down compared to those
seen on 31 December 2011.
(2) As at 31 December 2012, Icade held 236,229 treasury shares valued at 22.0 million.
(3) This item notably includes up to 2.5 million worth of the positive impact, on reserves, from conditional stock options.

72

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CHANGE IN EQUITY AND RESERVES

(in millions of euros)

Capital

Issue
premium
and
merger
premium

Cash flow
hedging
net of
corporate
tax

Securities
available
for sale

At 1 January 2011

79.0

1,374.6

(130.6)

(0.6)

1,510.8

2,833.2

0.8

2,834.0

changes in fair value


recognized directly in
equity (1)

(36.7)

(36.7)

(36.7)

transfer to profit/(loss)
of instruments that do
not qualify for hedge
accounting

3.9

3.9

3.9

variation in fair value

transfer to profit/loss for


the period

Tota
al ch
han
nges recogniz
zed
dire
ectly
y in
n reserve
acco
ounts (I)

(32.8)

(3
32.8)

(3
32.8))

Net pro
ofit/
/(loss) (II)

93.0

93.0

5.1

98.1

Tota
al re
eco
ognized incom
me
and exp
pen
nses (I) + (II)

(32.8)

93.0

60.2

5.1

65.3
3

Dividends for 2010

(170.6)

(170.6)

(3.7)

(174.3)

Variation in percentage
interest

(0.5)

(0.5)

Additions to the consolidation


scope

0.3

19.3

(7.8)

11.8

11.8

Increase in capital following


takeover of companies

Increase in capital following


a Merger

Reduction in capital

(90.5)

90.5

Treasury shares(3)

1.4

1.4

1.4

2.3

2.3

2.3

79.3

1,303.4

(163.4)

(0.6)

1,519.6

2,738.3

1.7

2,740.0

Other
reserves

Total
shareholders
equity Group
share

Non
controlling
interests

Total
shareholders
equity

Cash flow hedges

Fair value of securities


available for sale

Capital increase(2)

Others

(4)

At 31 December 2011

(1) The negative changes in cash ow hedges relate to the low medium- and long-term interest rates at 31 December 2011 which were also lower than the same
date the previous year.
(2) Increases in capital related to the exercise of stock subscription options stood at 11.8 million.
(3) As at 31 December 2011, Icade held 456,229 treasury shares valued at 36.1 million.
(4) This item notably includes up to 2.2 million worth of the positive impact, on reserves, from conditional stock options.

ICADE 2012 FINANCIAL AND LEGAL REPORT

73

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1. Accounting policies
1.1.

STANDARDS APPLIED

The consolidated financial statements of the Icade Group


(the Group) as at 31 December 2012 have been prepared in
accordance with International Accounting Standards (IFRS)
as adopted in the European Union in application of European
regulation no.1606/2002 dated 19 July 2002. They were
established by the board meeting of Icade on 20 February 2013
and will be subject to the approval of the general meeting on
12 April 2013. The consolidated financial statements published
by the Group on 31 December 2011 were determined according
to the same principles and methods, with the exception of what
is specified below.
The International Accounting Standards are published by the
IASB (International Accounting Standards Board) and have
been adopted by the European Union. They include the IFRS
(International Financial Reporting Standards), the IAS (International
Accounting Standards) and their interpretations.
Compared to the consolidated financial statements presented
as at 31 December 2011, application of the amendment to IFRS 7:
Information to be supplied on the transfer of financial assets
had no effect on the Groups consolidated financial statements.
The Group did not make early application of any standards or
interpretations (see note 39).

1.2.

BASES OF ASSESSMENT, JUDGMENT


AND USE OF ESTIMATES

The financial statements have been prepared using the historical


cost method, with the exception of certain financial instruments
recognized at fair value.
The preparation of the financial statements requires the use of
estimates and assumptions to determine the value of assets and
liabilities, assess any positive or negative unanticipated unknowns
on the closing date, and income and expenses for the year.
The significant estimates made by the Group for preparing its
financial statements mainly cover:

74

the valuation of tangible and intangible assets and property


assets by independent surveyors as specified in note 1.11;

the review of proper t y-development programmes


(note 1.17);

the evaluation of profit/loss according to the progress of


construction projects, off-plan sale projects and certain
service-provision contracts as specified in note 1.6;

ICADE 2012 FINANCIAL AND LEGAL REPORT

the evaluation of personnel benefits and provisions as


specified in notes 1.21, 1.22, 22 and 29

the valuation of the fair value of financial instruments.

Due to the uncertainties inherent in any assessment process,


the Group reviews its estimates on the basis of regularly updated
information. It is possible that the future results of the activities
concerned may differ from those estimates.
In addition to using estimates, the Groups management makes
judgments to define the appropriate accounting treatment
for certain activities and transactions where current IFRS
interpretations do not specifically deal with the accounting
problems concerned. In particular, the management board has
applied its judgment in classifying lease contracts (ordinary lease
and direct financing lease) and in determining the accounting
treatment of certain activities for which the IFRS standards do
not provide any specific details.
Lastly, in application of the principle of materiality implemented
by the Group, the only information presented is that which is
considered relevant and useful to users in understanding the
consolidated financial statements.

1.3.

CONSOLIDATION METHODS

The Icade Groups consolidated financial statements include the


financial statements for Icade SA, its subsidiaries, and companies
subject to joint control or significant influence:

subsidiaries over which the Group exercises exclusive control


are fully consolidated;

companies in which the Group exercises joint control are


proportionately consolidated;

consolidation by the equity method is applied to affiliates


over which the Group exercises a significant influence.

All internal transactions and positions are eliminated in


consolidation; totally, for fully consolidated companies and in
proportion to the Groups percentage interest for proportionately
consolidated companies and equity associates.
A list of the fully and proportionally consolidated companies and
equity associates is set out in note 37 Consolidation.

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

1.4.

The buyer has twelve months from the date of acquisition


to definitively determine the fair value of the assets and
liabilities acquired.

BUSINESS COMBINATIONS AND


ACQUISITION OF ASSETS

An analysis is first carried out in order to ascertain whether it is


a matter of an acquisition of securities, falling within the area of
application of business combinations, or the acquisition of an
isolated asset.

The acquisition of the securities of legal entities, holding


one or more investment properties as the principal asset
is accounted for in accordance with the revised IFRS 3
standard, depending on the date of the takeover, in line
with the principles described below.
The acquisition of isolated assets, meeting the definition
of investment properties, by a legal entity, is accounted for
in accordance with IAS 40.
The accounting method for investment properties and their
depreciation is described in notes 1.9 and 1.11.

Goodwill is not amortized but tested for impairment at the


end of the year, or more frequently if there are identified
signs of impairment. The procedures for carrying out the
depreciation tests are set out in note 1.11.

1.5.

SECTOR INFORMATION

The sector report presented corresponds to the organization of


internal reporting for the Groups management.
The Icade Group has adopted a position as Developer REIT
and has structured itself in relation to the various businesses.
Activities are segmented into three businesses which each have
specific risks and benefits:

Business combinations completed from 1 January 2010


are recognised according to the acquisition method, in
accordance with the revised IFRS 3 standard.

the property investment business consists mainly of holding


property for the rental and arbitraging of these assets;

property development corresponds essentially to building


property assets with a view to selling them;

The counterparty transferred must include the premiums


valued at fair value.

ser v ices are pr imar il y concer ned w ith proper t y


management activities (administration of property assets)
and providing consulting and property solutions.

Non-controlling interests are recognised, optionally for


each business combination, at their fair value on the date
of acquisition or on the basis of their proportionate share
in the identifiable net assets of the acquired company.
According to the acquisition method, the buyer must, on
the date of acquisition, account for the identifiable assets,
liabilities and potential liabilities of the acquired entity (with
the exception of non-current assets held for sale) at their
fair value on that date.
The residual difference ascertained between the fair value
of the transferred counterpart (increased by the recognised
amount of the non-controlling investment) and the net
balance of the amounts, on the date of acquisition, of
identifiable assets and liabilities valued at their fair value,
constitutes goodwill. This discrepancy is recorded under
the buyers assets if positive and accounted for immediately
in the income statement if negative.
The costs of acquisition are recognised as expenses.

The sector profit/loss corresponds to the profit/loss for the


businesses and does not therefore take into account, unlike the
profit/loss presented in the consolidated financial statements, the
financial profit/loss, the profit/loss of companies consolidated
by the equity method or taxation, all of which are analysed as a
total at the Group level.
Operations carried out within the same business and between
different businesses are presented in the sector report in the
same way as operations carried out with third parties. Eliminations
and reclassifications relating to those operations appear in a
separate column.
The property investment, development and services sectors
each include several sub-categories presenting similar economic
characteristics in terms of the IFRS 8 standard.

1.6.

Variations in scope are recognised, from 1 January 2010, in


accordance with the revised IAS 27 standard.
Variations in the percentage of non-controlling interests
(additional acquisition or disposal) entail a new distribution
of the shareholders equity between the Group share and
the share relative to non-controlling interests.
Variations in the percentage of interests resulting in loss of
control of an entity are expressed by recognising income
from sale, and by revaluing the fair value of the percentage
interest retained in exchange for the income.

REVENUES, OTHER OPERATING


INCOME, FINANCIAL OPERATING
INCOME ASSOCIATED WITH THE
ACTIVITY

Turnover
The Groups revenues comprise four types of income:

rental income, including financial rent;

building contracts and off-plan sales;

sale of goods;

provision of services.

ICADE 2012 FINANCIAL AND LEGAL REPORT

75

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

Rental income, including financial rent

Provision of services

Rental income from ordinary leases includes rent from housing,


office blocks, warehouses, business premises and shopping
centres.

Services provided essentially cover the following items:

Rental income is recorded by the straight line method over the firm
terms of the leases. Consequently, any particular provisions and
benefits specified in the leases (exemptions, payment holidays,
key money) are spread over the fixed term of the lease, without
taking indexing into account. The reference period used is the
first firm term of the lease.
Rental charges re-invoiced to tenants are deducted from the
corresponding charges accounts and excluded from revenues.
Income from finance leases includes financial rent from property
assets leased within the framework of operations conducted with
public partners. Financial rent is accounted for on the basis of
a formula translating a constant periodic rate of return on the
lessors net investment in the finance lease contract.
Building lease contracts may be qualified as ordinary lease
contracts or direct financing lease contracts according to the
risks and benefits retained by the lessor.
Building leases relating to land are generally qualified as ordinary
lease contracts, firstly because of the retention of the land by the
lessor following the period of the lease and secondly because of
the indefinite economic lifetime of land.
The income from building lease contracts is booked according
to whether the building lease is qualified as an ordinary lease or
as a direct-financing lease.
Building contracts and off-plan sales
Revenues are recognized in line with progress.
Revenues accounted for during the year corresponds to the
estimated final forecast turnover for the operation recorded
pro rata to the progress of works, accrued at the end of the year,
less any turnover accounted for in previous years in respect of
operations already in the construction phase at the beginning
of the year.
Recognition of revenues in line with progress relates only to
plots sold and commenced on signature of the notarized deed.

76

surveys and assistance to contracting authorities: the


revenue is recognised as the service progresses;

services and technical functions (management, building


maintenance, general ser vices, etc.): the revenue is
recognised as the service is provided;

property management (management, managing agent,):


commissions and fees are recorded as income when the
service is provided.

Re-invoiced rental charges and expenses incurred on behalf of


third parties are deducted from the corresponding charges if
the Group does not bear any risk in respect of those services.

Other operating income associated with the activity


Other operating income associated with the activity includes
income that is not directly related to the operations described
in the paragraph entitled Revenues.

Financial operating income associated with the


activity
Financial operating income includes financial income earned
on funds received in respect of mandate operations and other
financial income related to operating activities.

1.7.

EARNINGS PER SHARE

The non-diluted earnings per share (basic earnings per share)


are the Group share of net earnings attributable to the ordinary
shares compared to the weighted average number of shares in
circulation during the period. The average number of shares
in circulation during the period is the number of ordinary shares
in circulation at the beginning of the year, adjusted by the number
of ordinary shares bought back or issued during the period.
In calculating the diluted earnings per share, the average number
of shares in circulation is adjusted to take into account the diluting
effect of equity instruments issued by the Company and likely to
increase the number of shares in circulation.

Sale of goods

1.8.

Sales of goods relate essentially to property agent transactions.

An intangible asset is a non-monetary element with no physical


substance, which must be both identifiable and controlled by
the Company as a result of past events which may bring future
economic benefits. An intangible asset is identifiable if it can be
separated from the acquired entity or if it stems from legal or
contractual rights.

ICADE 2012 FINANCIAL AND LEGAL REPORT

INTANGIBLE ASSETS

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

Intangible assets whose useful lives can be determined are amor tized by the straight line method over their forecast
useful lives.

Intangible assets
Contracts and customer relations acquired

Useful life

Depreciation method

Duration of contracts

Straight line

1 to 3 years

Straight line

Others(1)
(1) Other intangible assets consist primarily of software.

1.9.

TANGIBLE ASSETS AND INVESTMENT


PROPERTIES

the cost of refurbishment works;

all directly attributable costs incurred in order to put


the investment property in a condition to be leased in
accordance with the use intended by management. Thus,
conveyance charges, fees, commission and document
costs related to the acquisition and commission related
to leasing are included in the cost;

costs relating to bringing the property in line with safety


and environmental regulations;

capitalized loan costs (see note 1.13).

Tangible assets are primarily composed of property assets


occupied by the Group and office furniture amortised according
to the straight line method, generally over five years.
Investment properties are properties held in order to earn rent,
increase capital, or both. This category of buildings is not used in
the production or supply of goods or services or for administrative
purposes and neither are they intended to be sold within the
framework of ordinary business activities.
Buildings under development with a view to future use as
investment properties, as well as advances paid on those
properties, are classified under investment property.

Any public investment grants received are deducted from the value
of the corresponding assets. These are therefore accounted for
as income over the useful life of the asset depreciable by means
of a reduction in the depreciation charge.

In accordance with the option offered by IAS 40, investment


properties are accounted for at cost less accrued depreciation
and any impairment (see note 1.11).

The gross value is split into separate components which have


their own useful lives.

The cost of investment properties consists of:

the purchase price stated on the deeds or the construction


price, including non-recoverable taxes, after deducting any
rebates, trade or payment discounts;

Investment properties are depreciated by the straight line method


over periods which correspond to their expected useful life. Land
is not depreciated. The depreciation periods used (in years) are
as follows:

Offices
Housing

Warehouses
and business
premises

Health

40 - 60

50

15

80

100

60

50

30

80

30

30

25

20

20 - 40

General and technical installations

20 - 25

10 - 25

25

10 - 15

20 - 35

Internal fittings

10 - 15

10 - 15

15 - 25

10 - 15

10 - 20

Specific equipment

10 - 30

10 - 30

15 - 25

10

20 - 35

Haussmann
building

Other
properties

Roads, networks, distribution

100

Building shell, structure

Components

External structures

The useful lives are revised at the end of each year, particularly
in respect to investment properties which are the subject of a
refurbishment decision.

In accordance with IAS 36, where events, changes in the market


environment or internal factors indicate a risk of impairment
of investment properties, they are tested for impairment (see
note 1.11).

ICADE 2012 FINANCIAL AND LEGAL REPORT

77

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

1.10. ASSETS HELD FOR SALE


In accordance with IFRS 5, if the Group decides to dispose of an
asset or group of assets, it classifies it as an asset held for sale if:

the asset or group of assets is available for immediate sale in


its current condition, subject only to customary conditions
regarding the sale of such assets;

Procedures for depreciation of goodwill, intangible


assets and other tangible assets

and it is likely to be sold within one year.

For the Group, only assets meeting the above criteria and subject
to a formal disposal decision at the appropriate management level,
or failing that, the General Meeting, are classified as non-current
assets held for sale. The accounting consequences are as follows:

the asset (or group of assets) intended to be sold is valued


at its book value or fair value less selling costs, whichever
is lower;

the asset stops being depreciated with effect from the


date of transfer.

1.11. PROCEDURES FOR CONDUCTING


ASSET IMPAIRMENT TESTS
IAS 36 provides that goodwill and intangible assets with an
indeterminate lifespan must be tested at least once a year and
other non-financial long term assets such as investment properties
must be checked to see if there is any indication that they may
have become impaired.
An indication of impairment may be:

a substantial reduction in the market value of the asset;

a change in the technological, economic or legal environment.

Impairment of an asset is accounted for where the recoverable


value is less than the book value.

Procedures for depreciation of investment


properties
The recoverable value of investment properties is the fair value
less disposal costs or the going value, whichever is higher. The
fair value is the market value excluding rights, determined by
independent surveyors (see note 10.2). The going value is the
present value of expected rental income from those assets.
If there is an indication of impairment, and where the estimated
recoverable amount is less than the net book value, the difference
between those two figures is accounted for as impairment.
Accounting for impairment entails a review of the basis of
depreciation and possibly the depreciation plans of the investment
properties concerned.
If there is no longer, or a reduced, indicator of impairment, the
impairment relating to the investment property may subsequently

78

be reversed if the recoverable value again becomes higher than


the net book value. The value of the asset after reversal of the
impairment is capped at the book value which would have been
determined net of depreciation if no impairment had been
accounted for in previous years.

ICADE 2012 FINANCIAL AND LEGAL REPORT

These assets are tested individually or combined with other


assets if they do not generate any cash flow independently of
other assets.
If there is no longer, or a reduced, indicator of impairment, the
impairment relating to the investment property may subsequently
be reversed if the recoverable value again becomes higher than
the net book value.
Impairment relating to goodwill cannot be reversed.
Goodwill and intangible asset impairment tests are carried out
per cash generating unit on the basis of future discounted cash
flows stemming from medium term plans (five year forecasts
following those of the closing).
The discount rates used are determined before tax.

1.12. LEASES
Within the framework of its business activities, the Group uses
assets taken or given under leases.
These leases are subject to analysis in the light of the situations
described and indicators provided in IAS 17 in order to determine
whether they are ordinary leases or direct financing leases.
Direct financing leases are leases which transfer virtually all the
risks and benefits of the assets concerned to the lessee. All leases
which do not match the definition of direct financing lease are
classified as ordinary leases.

From the lessees point of view


Direct financing lease
When first accounted for, assets used within the framework of
direct financing leases are accounted for under tangible assets with
financial debt as the counterpart entry. The asset is accounted for
at the fair value of the leased asset on the start date of the lease
or the discounted value of minimum payments if that is lower.
Ordinary lease
Payments made under ordinary leases (other than service costs
such as insurance and maintenance) are accounted for under
charges on the income statement on a straight line basis over
the term of the lease.

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

From the lessors point of view

1.14. SECURITIES AVAILABLE FOR SALE

Direct financing lease

Securities available for sale are accounted for at their fair value
on the closing date. For shares of listed companies, the fair value
is determined on the basis of the stock market quotation on the
closing date in question. For unlisted companies, the fair value
is determined using recognized valuation techniques (reference
to recent transactions, discounting of future cash flows, etc.).
Exceptionally, certain securities, which do not have a price quoted
on an active market and whose fair value cannot be assessed
reliably, are valued at cost.

When first accounted for, assets held by virtue of a direct


financing lease are presented as accounts receivable for an
amount equal to the net investment in the lease. These accounts
receivable, including initial direct costs, are presented under
Trade receivables.
After being booked for the first time, financial income is spread
over the term of the lease. This appropriation is made on the
basis of a scheme reflecting a constant regular return on the net
investment in the direct financing lease. Payments received under
the lease corresponding to the period, excluding cost of services,
are charged to the gross investment resulting from the lease to
reduce both the principal and financing income not acquired.
The initial direct costs are included in the initial valuation of the
account receivable and reduce the revenue accounted for over
the rental period.
Ordinary lease
In these leases, rental income is recorded by the straight
line method over the firm terms of the leases. Consequently,
any particular provisions and benefits specified in the leases
(exemptions, payment holidays, key money) are spread over the
fixed term of the lease, without taking indexing into account. The
reference period used is the first firm term of the lease.
Any expenses directly incurred and paid to third parties for setting
up a lease are recorded under the assets, under investment
properties and amortized over the fixed term of the lease.

1.13. ACTIVATED BORROWING COSTS


Loan costs directly attributable to construction or production
are included in the cost of the corresponding assets until work
is completed.
The borrowing costs incorporated into the value of assets are
determined as follows:

where funds are borrowed in order to construct an individual


building, the borrowing costs that can be incorporated are
the actual costs incurred over the year less any financial
income from investing the borrowed funds temporarily;

where the borrowed funds are used to construct several


buildings, the borrowing costs that can be incorporated
into the cost of the building are determined by applying a
capitalization rate to the building costs. This capitalization
rate is equal to the weighted average of current borrowing
costs for the year other than the costs of borrowings
specifically taken out for the construction of specific
buildings. The capitalized amount is limited to the amount
of costs actually borne.

Unrealized gains and losses in relation to the acquisition price are


accounted for under capital and reserves, revaluation reserves,
up to the date of disposal. However, where an impairment test
leads to the recognition of a potential capital loss in relation to
the acquisition cost and this is similar to a significant or lasting
impairment, that impairment is accounted for in the income
statement. It cannot subsequently be reversed in the income
statement in respect of shares and other variable income securities.
Securities available for sale are depreciated individually if there
is an objective indication of depreciation as a result of one or
more events that have occurred since acquisition. With regard to
variable income securities listed on an active market, a prolonged
or significant fall in price below its acquisition cost constitutes
an objective indication of depreciation.

1.15. OTHER FINANCIAL ASSETS


Other financial assets essentially consist of:

UCITS which do not meet the criteria for classification


as cash equivalents, accounted for at fair value by result;

receivables associated with investments, loans, deposits


and guarantees paid, term deposits, accounted for at
amortized cost.

Depreciation is established for other financial assets if there is


an objective indication of measurable impairment related to an
event occurring after the setting up of the loan or acquisition of
the asset. Depreciation is analysed on an individual basis as the
difference between the book value before depreciation and the
estimated recoverable value. This depreciation is accounted for
in the income statement as an unrealized capital loss.

1.16. STOCKS
Inventor y and work in progress are accounted for at their
acquisition or production cost. At each close, it is valued at its
production cost or net realization value whichever is lower.
The net realization value represents the estimated selling price in
the normal course of business, less expected costs to complete
or realize the sale.

ICADE 2012 FINANCIAL AND LEGAL REPORT

79

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

Impairment is booked if the net realization value is less than the


booked cost.

1.19. CASH AND CASH EQUIVALENTS

Inventory primarily consists of land, property reserves and unsold


plots from the housing development business (under way or
finished).

Cash includes liquid assets in current and at-sight deposit bank


accounts. Cash equivalents consist of cash UCITS and investments
maturing in less than three months, easily convertible into a
known amount of cash and subject to a negligible risk of change
in value, held in order to meet short term cash commitments.

1.17. BUILDING CONTRACTS AND


OFF-PLAN SALES

Overdrafts are excluded from the notion of cash and cash


equivalents and are accounted for as current financial debts.

The Group applies the progress method to determine revenues


from and costs related to building contracts and off-plan sales
to be accounted for in the income statement for each period.

1.20. TREATMENT OF PROPERTY


BROKERAGE ACTIVITIES

Building contracts and off-plan sales costs are production costs


directly assignable to the contract as well as borrowing costs
incurred up to the date of completion of the works.
Marketing fees and management expenses are recorded under
charges, and management fees have been included in new
program inventory since 1 January 2010.
If it is likely that the total cost of the contract will be higher than
the total income, the Group recognizes a termination loss under
charges for the period.
Par t payments received on these contracts, before the
corresponding work has been carried out, are accounted for on the
liabilities side under advances and payments on account received.
In accordance with the application of the interpretation of IFRIC 15,
property building contracts are accounted for in the following
manner when buyers can specify the major structural elements in
their design before construction begins and/or if they can specify
the major structural changes once construction is under way: the
amount of costs incurred increased by profits recognised and
reduced by losses recognised, as well as intermediate invoicing,
is determined contract by contract.
If this figure is positive, it is accounted for on the asset side under
amount due by customers in respect of building contracts and
off-plan sales.

As an agent, the Group, via the Groups property-management


companies, runs the principals accounts and represents them
in its own balance sheet. Specific balance sheet accounts are
used under the headings miscellaneous receivables and
miscellaneous payables. The principals accounts on the balance
sheet thus represent the position of managed funds and accounts.

1.21. PROVISIONS
A provision is accounted for as soon as there is a current Group
obligation to a third party, resulting from past events, the extinction
of which should result in an outflow of resources representing
economic advantage for the Group, the value of which can be
estimated reliably. If the date of realization of that obligation
is beyond one year, the amount of the provision is subject to a
discounting calculation, the effects of which are recorded under
financial profit/loss.
All kinds of identified risks, particularly operational and financial
risks, are monitored on a regular basis, which enables the amount
of provisions considered necessary to be decided.

1.22. EMPLOYEE BENEFITS


Pension liabilities and long-service bonuses

If it is negative, it is accounted for on the liabilities side under


amount due to customers in respect of building contracts and
off-plan sales.

Contributions paid under schemes which are analysed as defined


contribution schemes, in other words where the Group has no
obligation other than to pay the contributions, are accounted for
under expenses for the year.

1.18. TRADE RECEIVABLES

Pension schemes, similar payments and other welfare benefits,


which are analysed as defined benefits schemes (scheme in
which the Group undertakes to guarantee a defined amount or
level of benefit), are accounted for on the balance sheet on the
basis of an actuarial assessment of the liability on the closing
date, less the fair value of the assets of the related scheme which
are dedicated to them.

Trade receivables primarily consist of short term receivables.


Depreciation is established where the book debt is higher than
the amount recoverable. Trade receivables are depreciated on a
case by case basis according to various criteria such as collection
problems, litigation or the debtors situation.

The provision appearing in the consolidated accounts is calculated


according to the projected credit units method and takes the
related social security charges into account.

80

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

Actuarial discrepancies are due to distortions between the


assumptions used and reality or changes in the assumptions used
to calculate commitments and the assets assigned to cover them:

staff turnover rates;

rate of wage increases;

discount rates;

mortality tables;

rate of return on assets.

The actuarial discrepancies are accounted for in the income


statement in the year in which they are noted.
As the IAS 19 standard does not specify the accounts treatment in
the case of legislative or regulatory reforms impacting pre-existing
regimes, the option accepted by the Group consists of considering
these impacts as a change of regime, in terms of the cost of past
services spread over the residual duration of rights acquisition.
Bonuses paid for long-service during the working life of employees
are covered by a provision. This is assessed taking into account
the likelihood that the employees will reach the required length of
service for each stage and is discounted at the end of each year.

Employee shareholding
The provision for the employee profit sharing scheme is determined
in accordance with a current Group agreement.

1.23. PAYMENTS BASED ON SHARES


Pursuant to IFRS 2 relating to payments based on shares, option
plans for the purchase or allocation of shares give rise to the
recording of a personnel charge in respect of the fair value of the
services to be rendered over the acquisition period. The fair value
is determined on the day of assignment. This is not subsequently
modified. For plans subject to acquisition conditions, this charge
is spread in a straight line over the acquisition period of the right
in return for an increase in reserves.

1.24. FINANCIAL DEBTS AND


RATE HEDGING
Financial debts
Borrowings and other interest bearing financial liabilities are
valued, after their initial booking, by the depreciated cost method
using the effective interest rate of the loan. Expenses and issue
premiums affect the opening value and are spread over the life
of the loan via the effective interest rate.

Derivatives and hedge accounting


The Group uses financial derivatives to hedge its exposure to the
market risk stemming from interest rate fluctuations. Derivatives
are used within the framework of a Group rates risk management
policy. The financial risk management strategies and methods
used to determine the fair value of financial derivatives are set
out in note 26 Financial risk management.
Financial derivatives are recorded on the balance sheet at their
fair value.
The Group uses derivatives to hedge its variable rate debts
against rate risks (hedging future cash flows) and applies
hedge accounting where the documentation and effectiveness
conditions (beforehand and retrospectively) are fulfilled. In this
case, changes in the fair value of the financial derivative are
accounted for net of tax under capital and reserves (revaluation
reserves) until the hedged transaction occurs in respect of the
effective part of the hedging. The ineffective part is recorded
immediately in the income statement for the period. Accrued
gains and losses in capital and reserves are reclassified in the
income statement under the same heading as the hedged item
for the same time that the hedged cash flow affects the result.
Where the financial derivatives do not satisfy the conditions
laid down by the standard for using hedge accounting, they
are classified under the category of transaction assets and any
changes in fair value are accounted for directly in the income
statement for the period.
The fair value of derivatives is calculated by commonly accepted
models (future discounted cash flow method, Black and Scholes
method, etc.) and based on market data.

1.25. PRIORITIZATION OF THE FAIR VALUE


OF FINANCIAL INSTRUMENTS
The financial instruments (assets or liabilities) accounted for at
their fair value are evaluated using three methods, each reflecting
levels of priority, the methodology for which is presented under
note 27.

1.26. TAX
The eligible companies of the Icade Group benefit from the
SIIC tax regime specific to property companies (Listed Property
Investment Companies); the other companies within the Group
apply the common law regime.

In the case of financial debts resulting from accounting for direct


financing leases, the financial debt recorded as the counterpart
of the asset is initially accounted for at the fair value of the leased
asset or the discounted value of minimum payments under the
lease if that is lower.

ICADE 2012 FINANCIAL AND LEGAL REPORT

81

CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES

SIIC tax regime

Deferred taxes

Icade SA and its subsidiaries eligible for Listed Property Investment


Companies SIIC tax status have adopted this regime. Two distinct
taxable sectors have been identified within the Group:

In accordance with IAS 12, deferred tax is recorded on short term


differences between the book values of assets and liabilities and
their values for tax purposes. According to the variable carry-over
method, they are calculated on the basis of the expected tax
rate for the year in which the asset will be realized or the liability
paid off. The effects of changes in tax rates from one year to the
next are recorded in the result for the year in which the change
occurs. Deferred tax assets and liabilities for the same tax entity
are compensated when it concerns tax on income paid to the
same tax authority.

a SIIC sector exempt from tax on current earnings from


leasing activities, capital gains on disposals and dividends
received from subsidiaries subject to the SIIC regime;

a sector taxable under the conditions of common law in


respect of other activities.

Characteristics of the SIIC tax regime


In return for tax exemption, the adoption of the SIIC regime
entails specific obligations with regard to distribution, and the
immediate payment of an exit tax at a rate of 19% calculated on
the unrealized capital gains relating to investment properties and
partnerships not subject to corporation tax. This tax is payable
per quartile from 15 December, of the year of the option and the
balance is spread over the following three years.
The specific obligations concerning the distribution of dividends
are as follows:

85% of profits from leasing activities;

50% of capital gains on disposals; and

100% of the dividends paid by subsidiaries having opted


to being subject to corporation tax.

The exit tax debt is discounted according to its payment schedule


on the basis of a market rate plus a premium.
The debt and the tax charge initially booked are reduced by the
impact of conversion to current value; upon each closure until
maturity, a financial charge is booked in consideration of the
accretion of the tax debt.

Common law regime


Tax payable
The tax charge payable is determined on the basis of current
rules and rates applicable to Group companies not benefiting
from the SIIC regime, and for operations not coming under the
SIIC exonerated sector.

82

ICADE 2012 FINANCIAL AND LEGAL REPORT

Deferred tax relating to items accounted for directly under capital


and reserves is itself accounted for under capital and reserves.
With regard to short term differences relating to investments in
subsidiaries not having opted for the SIIC regime, consolidated
by the equity method or proportionally consolidated, a deferred
tax liability is accounted for unless:

the Group is in a position to control the date on which the


short term difference will be reversed, and;

the short term difference does not reverse within the


foreseeable future.

Deferred tax assets resulting from short term differences, tax


deficits and tax credits which can be carried over are limited to
the estimated value of the recoverable tax.
This is assessed at the close of the year according to the forecast
taxable results of the entities concerned. The forecasts, validated
by the management, are taken from plans over the medium-term
to five years. Deferred tax assets and liabilities are not discounted.

Value added contribution of companies


The Group has chosen to account for the value-added contribution
of companies in operating expenses.

CONSOLIDATED FINANCIAL STATEMENTS MAIN TRANSACTIONS CONCERNING THE CONSOLIDATION SCOPE


OCCURRING DURING THE 2012 FINANCIAL YEAR

2. Main transactions concerning the consolidation scope


occurring during the 2012 nancial year
2.1.

2012 FINANCIAL YEAR

Foreword
Silic
Following the signature of a non-binding protocol agreement
on 13 December 2011 between the Caisse des Depots (CDC),
Icade and Groupama, Icade and the CDC issued 22 December
2011 made Groupama a firm offer which was accepted on
30 December 2011.
The combination between Icade and Silic is structured in three
stages:
(i)

First stage: contribution to a subsidiary of the CDC, HoldCo


SIIC, (a) of the shareholding held by the CDC in Icade and
(b) of a fraction of the shareholding held by Groupama
in Silic.
On 30 December 2011, the CDC contributed 55.57% of
its capital and voting rights in Icade to HoldCo SIIC. At the
same time, Groupama offered 6.5% of its capital and voting
rights in Silic to HoldCo SIIC.

Each contribution was made based on an exchange parity of


five Icade shares for four Silic shares, 2011 dividend attached for
each company. The valuation of HoldCo SIIC was determined by
transparency on the basis of this parity.

After permission was obtained from the Competition Authority


on 13 February 2012, the CDC and Groupama, as shareholders of
HoldCo SIIC, approved the contribution by Groupama of 37.44%
of the capital and voting rights in Silic following a decision on
16 February 2012. The balance of Silic shares owned by Groupama
was contributed according to the same parity as the first
contributions, i.e. five Icade shares for four Silic shares, 2011
dividend attached for each of the companies.
As a result of the contributions described above, 75.07% of
HoldCo SIICs capital is owned by the CDC and 24.93% is owned
by Groupama. In addition, HoldCo SIIC holds (i) 55.57% of the
capital and voting rights in Icade and (ii) in conjunction with
the CDC and Icade, 43.94% of the undiluted capital and voting
rights in Silic.
(iii) Third stage: filing by Icade of a mandatory public offer
for Silic
After HoldCo SIIC, acting in concert with the CDC and Icade,
crossed the 30% threshold, Icade filed a mandatory offer for
Silic on 13 March 2012.
The offer included a public exchange offer for Silic shares as well
as a public offer to purchase bonds redeemable in cash and/or
new shares and/or existing shares (ORNANEs) issued by Silic.
The terms of the offer are as follows:

for the exchange offer: the parity is the same as the parity for
the contributions, i.e. five Icade shares issued for four Silic
shares contributed (2011 dividend attached or detached
in both cases); and

for the purchase offer: the nominal value of the ORNANE


convertible bonds to which the dividend accrued up to the
scheduled date for early payment/delivery of the offer is
added, i.e. 126 per ORNANE based on payment/delivery
on 14 June 2012. A shift in the payment/delivery of the
offer will not affect the price per ORNANE.

On 6 February 2012, the CDC and Groupama signed a shareholders


agreement governing their relationship within HoldCo SIIC.
This agreement relating to HoldCo SIIC is valid for a term of
20 years and includes the following stipulations:

an agreement to not sell the shares in HoldCo SIIC owned


by Groupama for 30 months from the date of signature of
the shareholders agreement;

a preferential right for CDC at the end of the period


prohibiting the sale of the shares;

a proportional joint opt-out right for Groupama in the event


that the CDC wants to sell all or some of its shares in HoldCo
SIIC to a third party other than an affiliate; and

liquidity for Groupama.

A summary of the clauses in the shareholders agreement which


fall within the scope of the provisions of Article L. 233-11 of the
French Commercial Code was given to Icade and was the subject
of a notice published by the AMF on 17 February 2012 under the
number 212C0291.
(ii)

Second stage: contribution by Groupama of the balance


of its shareholding in Silic to HoldCo SIIC.

On 24 April 2012, the AMF declared the offer to be in compliance


and appended stamp n12-179 to Icades information notice and
stamp n12-180 to Silics response, which are available on the
websites of Icade (www.icade.fr), Silic (www.silic.fr) and the AMF
(www.amf-france.org).
The compliance decision and the notice of initiation of the offer
were published by the AMF on 24 April 2012 under the number
212C0533 and on 26 April 2012 under the number 212C0547
respectively.
In proceedings on 3 May and 4 May 2012, SMA Vie BTP and the
ADAM respectively brought an application to annul the AMFs
compliance decision before the Paris Court of Appeal.

ICADE 2012 FINANCIAL AND LEGAL REPORT

83

CONSOLIDATED FINANCIAL STATEMENTS MAIN TRANSACTIONS CONCERNING THE CONSOLIDATION SCOPE


OCCURRING DURING THE 2012 FINANCIAL YEAR

In its comments filed at the Paris Court of Appeal on 31 May


2012, the AMF agreed in the interest of the market and as a
precautionary measure, to extend the closing date of the public
offer, originally set for 1 June 2012, so that the closing date shall
be at least eight days after the decision of the court ruling on
the annulment of the AMFs decision.

Disposals in Germany

On 26 June 2012, the Paris Court of Appeal set 21 March 2013 as


the date of the appeal hearing.

Services

The disposals of the subsidiaries Arnulfstrasse MK8 GMBH,


Ahrensdorf GMBH, Kochstrasse GMBH and Friesenstrasse 3 GMBH,
during the second half of 2012, confirm the Groups disengagement
internationally.

Disposal of Icade Rsidences Services


The Court of Appeal is likely to announce its ruling by the end
of the 1st half of 2013.
In accordance with the AMFs decision in relation to an extension
on 15 May 2012, the offer shall remain open until further notice.

Property investment

2.2.

Offer of shares in Icade Sant and acquisition of clinics

Main changes

The offer of shares in Icade Sant, following the implementation


of two capital increases in the 2012 financial year subscribed
by institutional investors, has diluted Icade, which nevertheless
retains control of its subsidiary.

There were no significant changes to scope during the financial


year.

Overall, the capital increases during the financial year stood at


405 million: 250 million were subscribed in the first half-year
and 155 million in the second half of 2012. The capital increase
fees, standing at 2.3 million, were booked as issue premium.

A Sarl Breton office building was sold in July 2011.

As of 31 December 2012, Icade held 62.79% of Icade Sant.


This increase in shareholders equity notably allowed financing
acquisition of 11 health institutions during the second half-year
of 2012, in the form of acquisition of companies (Sarl Immobilire
La Pinde, the companies Le Rocher du Parc, Saint Lazare, Espace
Sant du Petureau and Ple Sant SUD-CMTR) or premises. On
31 December 2012, Sarl Immobilire La Pinde and Le Rocher
du Parc were merged within Icade Sant.
The value of the premises for the clinics acquired during the
financial year stood at 309.6 million, fees included.

84

Icade Rsidences Services, a company specialised in managing


student residences and wholly owned, was sold at the end of
February for 24.2 million.

ICADE 2012 FINANCIAL AND LEGAL REPORT

2011 FINANCIAL YEAR

Property investment

Development
The equity interest in Sci Retail Park Nimes, held by Icade
Promotion, relating to an off-plan project, was sold in November
2011.
Services
The sale of its Spanish subsidiaries, Fincas Anzizu in January 2011
and Resa in December 2011, confirm the Groups disengagement
from international business, in Services.

CONSOLIDATED FINANCIAL STATEMENTS OPERATING SEGMENTS

3. Operating segments
31/12/2012

Property
investment

Development

Services(2)

Others

Intra-group
interbusiness
eliminations

399.7

1,070.7

62.8

6.4

(40.3)

1,499.3

Inter-business sales (Group)

(2.7)

(60.4)

(1.1)

(1.9)

(40.7)

(106.8)

Total sales, including interbusiness lines (Group)

402.4

1,131.1

63.9

8.3

0.4

1,606.1

323.0

68.9

5.2

(5.5)

(7.1)

38
84.5

(173.3)

(1.5)

(0.8)

(3.0)

1.8

(176.8)

(89.3)

(26.4)

(1.4)

(117.1)

(in millions of euros)

Nonassignable

Total

INCO
OME STATEMENT
Consolidated turnover

EBIT
TDA
A
Amortization and depreciation
net of investment grants
Impairment of assets(1)
Reversal of impairment of assets

18.1

11.2

0.4

0.1

29.8

Profit from disposals

59.4

(0.3)

20.5

1.2

80.8

137.9

51.9

3.4

12.1

(4.1)

201.2

(0.7)

(0.7)

(107.4)

(107.4)

Operating profit
Share in equity-accounted companies
Cost of net debt
Other financial income and
charges

5.8

5.8

Income tax

(37.2)

(37.2)

61.7

359.7

2.7

0.9

1.3

0.1

364.7

Net profit
BAL
LANCE
E SHEET
Acquisition of intangible and tangible
assets and investment properties
Holdings in equity-accounted
companies
Segment assets

5,410.5

1,237.3

119.8

29.9

(94.3)

6,703.2

Other non-segment assets (I)

1,099.7

1,099.7

Total assets

7,802.9

165.6

882.7

96.0

28.1

(5.2)

1,167.2

Other non-segment liabilities (II)

3,672.0

Total liabilities except capital and


reserves

4,839.2

(422.8)

(0.5)

(0.9)

(1.4)

(425.6)

225.9

0.2

0.7

226.8

Segment liabilities

3,672.0

CAS
SH FLO
OW
Tangible and intangible investments
and investment properties
Disposal of tangible and intangible
assets and investment properties
I.

The other non-sector assets comprise current and non-current nancial assets and derivatives, current and non-current deferred tax assets, cash and cash
equivalents and assets held for sale.
II. The other non-sector liabilities comprise current and non-current nancial debts and derivatives, tax debts and other current and non-current nancial
liabilities.
(1) The losses of value on assets mainly concerned investment buildings including the EQHO tower, the PB5 tower (formerly named the SCOR tower) and
warehouses.
(2) As of 31 December 2012, the reduced contribution of services to the income statement (revenue and EBITDA) and of sector assets and liabilities, is mainly
related to the disposal of Icade Rsidences Services, which occurred at the end of February 2012.
The income from the sale of Icade Rsidences Services was recognised in the others sector.

ICADE 2012 FINANCIAL AND LEGAL REPORT

85

CONSOLIDATED FINANCIAL STATEMENTS OPERATING SEGMENTS

31/12/2011

Others

Intra-group
interbusiness

Non
assignable

Total

110.1

0.2

(88.6)

1,492.0

(43.2)

(0.8)

(1.0)

(88.2)

(136.5)

367.3

1,149.5

110.9

1.2

(0.4)

1,628.5

287.7

82.0

10.2

(3.5)

(2
20.9)

35
55.5

(143.6)

(1.2)

(1.2)

(3.9)

1.3

(148.6)

(38.8)

(23.4)

(0.6)

(2.5)

(65.3)

Reversal of impairment of assets

18.8

11.3

0.4

2.5

33.0

Profit/(loss) from disposals(2)

51.7

8.3

0.5

0.3

2.8

63.7

175.8

77.1

9.3

(7.1)

(16.8)

238.3

1.0

1.0

Cost of net debt

(102.5)

(102.5)

Other financial income and


charges

5.3

5.3

Income tax

(44.1)

(44.1)

98.1

725.4

0.4

1.0

2.3

(16.5)

712.6

Property
investment

Development

Services

364.0

1,106.3

Inter-business sales (Group)

(3.3)

Total sales, including interbusiness lines (Group)

(in millions of euros)

INCO
OME STATEMENT
Consolidated turnover

EBIT
TDA
A
Amortization and depreciation
net of investment grants
Impairment of assets

(1)

Operating profit
Share in equity-accounted
companies

Net profit
BAL
LANCE
E SHEET
Acquisition of intangible and tangible
assets and investment properties(3)
Holdings in equity-accounted
companies

1.3

1.3

5,493.4

1,151.5

124.3

17.6

(100.7)

6,686.1

Other non-segment assets (I)

593.7

593.7

Total assets

7,279.8

191.0

915.7

111.9

23.7

(20.0)

1,222.3

Other non-segment liabilities (II)

3,317.5

3,317.5

Total liabilities except capital and


reserves

4,539.8

(721.5)

(0.8)

(1.0)

(2.9)

(726.2)

193.8

0.1

(1.6)

192.3

Segment assets

Segment liabilities

CAS
SH FLO
OW
Tangible and intangible investments
and investment properties
Disposal of tangible and intangible
assets and investment properties
I.
II.
(1)
(2)
(3)

86

The other non-sector assets comprise current and non-current nancial assets and derivatives, current and non-current deferred tax assets, cash and cash
equivalents and assets held for sale.
The other non-sector liabilities comprise current and non-current nancial debts and derivatives, tax debts and other current and non-current nancial
liabilities.
Impairments on assets relate mainly to investment properties, including the SCOR building.
The proceeds from the disposal of commercial property is mainly composed of disposals of homes and shops as well as the sale of SARL Breton.
The increase in sector assets over 2011 mainly relates to property development and corresponds principally to the acquisitions of clinics and related works in
the amount of 460 million and to restructuring work on the EQHO tower in the amount of 103 million.

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS OPERATING SEGMENTS

RECONCILIATION OF INDICATORS WITH THE INCOME STATEMENTS


31/12/2012

31/12/2011

77.2

79.7

5.8

7.3

121.5

129.4

4,820.4

4,878.1

Equity-accounted securities

Stocks and work in progress

692.3

628.4

Trade accounts and notes receivable

584.2

516.5

18.8

22.1

383.0

424.6

6,703.2

6,686.1

1,099.7

593.7

7,802.9

7,279.8

59.3

64.9

8.1

1.1

Trade debtors and related accounts

550.2

498.8

Miscellaneous payables

549.6

657.5

Total segment liabilities

1,167.2

1,222.3

Other non-segment liabilities and capital and reserves

6,635.7

6,057.5

7,802.9

7,279.8

(in millions of euros)

SEG
GMENT
T ASSETS
Goodwill
Intangible assets
Tangible assets
Investment property

Amounts owed by customers (building contracts and off-plan sales)


Miscellaneous receivables
Total segment assets
Other non-segment assets
Total Assets
SEG
GMENT
T LIABILITIES
S
Provisions (current and non-current)
Amounts owed to customers (Building contracts and off -plan sales)

Total liabilities and capital and reserves

OPERATIONAL SECTORS BY GEOGRAPHICAL ZONE


France

Europe

(in millions of euros)

31/12/2012

31/12/2011

31/12/2012

31/12/2011

Non-current assets

4,867.5

5,076.9

179.8

52.3

Turnover

1,482.9

1,467.8

16.4

24.2

ICADE 2012 FINANCIAL AND LEGAL REPORT

87

CONSOLIDATED FINANCIAL STATEMENTS ELEMENTS OF EBITDA

4. Elements of EBITDA
4.1.

REVENUE

Revenues by type are detailed as follows:


(in millions of euros)

31/12/2012

31/12/2011

396.8

361.8

1,000.3

979.5

100.9

147.9

1.3

2.8

1,499.3

1,492.0

(1)

Rental income , including financial rent


Building contracts and off-plan sales
Provision of services
Sale of goods
Total revenues
(1) Rental income from property investment companies.

4.2.

INFORMATION ON LEASES (FROM THE POINT OF VIEW OF LESSOR AND LESSEE)

4.2.1.

Ordinary leases (lessors point of view)

Basis of determination of

Basis for determining


conditional rent

88

Warehouses and
business premises
Housing

Offices

Lessees revenue

Health

Renewal or purchase option


conditions

Tacit renewal or
renewal offer with
increase in rent

Renewal offer 6
months before
expiry of 3 year
term

Renewal offer 6 months


before expiry of 3 year
term

Proposal to renew before


expiry for a minimum firm
period of 9 years

Indexation clauses

Rent reference index

Cost of
construction index
and service-sector
activities rent
index

Cost of construction
index and index on
commercial premises
upon request from the
lessee

Cost of construction
index (ICC), index on
commercial rents (ILC)
and composite index
(ICC/ILC)

Term

6 years renewable by
tacit agreement

Leases for
3/6/9/12 years
maximum

Leases for 3/6/9/12 years


maximum

Lease of 12 years firm


triple net

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS ELEMENTS OF EBITDA

4.2.2. Direct nancing leases and ordinary leases (lessors point of view)
(in millions of euros)

31/12/2012

31/12/2011

Direct financing leases running at closing date


Total gross initial investment in the lease

582.7

582.7

Rents due

112.0

90.3

Gross initial investment in the lease at less than one year

22.1

21.7

Gross initial investment in the lease at one to five years

94.1

92.8

354.5

377.8

C=A-B

47
70.7

49
92.4

86.7

69.4

E=C-I-D-F

181.1

198.7

Impact of non-discounting

(10.4)

(6.6)

Non-guaranteed discounted residual values reverting to lessor

12.8

12.8

Discounted value of minimum payments receivable at less than one year

16.8

16.6

Discounted value of minimum payments receivable at one to five years

59.5

59.0

124.2

126.9

H=C-D-E-F-G

20
00.5

21
18.1

213.3

230.9

43.9

43.9

Accrued correction to value of non-recoverable minimum


payments under the lease

Conditional rent accounted for under income for the period

Gross initial investment in the lease at more than five years


Grosss in
nve
estment in th
he lease at clo
osin
ng date
Financial income acquired at closing date
Accrued financial income not acquired at closing date

Discounted value of minimum payments receivable at more than five years


Tota
al disco
ounted value
e of minimum pa
ayments receiva
able
Net investment in the lease
Non-guaranteed residual values reverting to lessor

ICADE 2012 FINANCIAL AND LEGAL REPORT

89

CONSOLIDATED FINANCIAL STATEMENTS ELEMENTS OF EBITDA

(in millions of euros)

31/12/2012

31/12/2011

Direct financing leases signed but for which the investment was
not made at the closing date
Total gross initial investment in the lease

Rents due

Gross initial investment in the lease at less than one year

Gross initial investment in the lease at one to five years

Gross initial investment in the lease at more than five years

C=A-B

E=C-I-D-F

Impact of non-discounting

Non-guaranteed discounted residual values reverting to lessor

Discounted value of minimum payments receivable at less than one year

Discounted value of minimum payments receivable at one to five years

Discounted value of minimum payments receivable at more than five years

H=C-D-E-F-G

Non-guaranteed residual values reverting to lessor

Accrued correction to value of non-recoverable minimum


payments under the lease

Conditional rent accounted for under income for the period

31/12/2012

31/12/2011

Rental income from ordinary leases

379.6

344.3

Rental income from financial leases

17.2

17.5

39
96.8

36
61.8

0.6

7.2

(9.9)

(12.9)

(33.2)

(31.9)

Net ren
ntall income

35
53.7

31
17.0

At less than one year

344.3

320.1

1,032.3

918.0

793.7

719.0

2,171.0

1,957.1

Grosss in
nve
estment in th
he lease at clo
osin
ng date
Financial income acquired at closing date
Accrued financial income not acquired at closing date

Tota
al disco
ounted value
e of minimum
m pa
ayments receiva
able
Net investment in the lease

(in millions of euros)

Ordinary and financial leases

Tota
al re
enta
al income
of which conditional rent
Rental charges not reinvoiced
Other property charges(1)

One to five years


More than five years
Minimum rents to be received under non-cancellable ordinary leases

(1) Other property charges correspond to charges incumbent on the owner and mainly consist of charges related to the upkeep, repair and maintenance of
properties, taxes and duty and charges related to property management.

90

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS ELEMENTS OF EBITDA

4.2.3. Direct nancing leases and ordinary leases (lessees point of view)
31/12/2012

31/12/2011

At less than one year

(21.4)

(32.4)

One to five years

(74.5)

(56.0)

More than five years

(71.7)

(87.2)

(16
67.6)

(175.6)

At less than one year

(16.5)

(28.3)

One to five years

(61.1)

(46.6)

More than five years

(64.9)

(69.7)

(14
42.5)

(144.6)

31/12/2012

31/12/2011

(10.0)

(25.7)

5.6

30.7

(6.6)

(21.0)

(12.6)

(70.4)

(5.8)

(30.3)

(2
25.0)

(121.7)

31/12/2012

31/12/2011

26.7

32.3

18.8

21.0

7.9

11.3

Profit/(loss) from disposals of other tangible and intangible assets

(0.4)

0.6

Profit/(loss) from disposals of consolidated securities

17.3

16.6

Profit/loss from disposals of assets held for sale

37.2

14.2

Total profit/(loss) from disposals

80.8

63.7

(in millions of euros)

Direct financing leases, tangible assets and investment properties

Minimu
um rents to be paid

Disccoun
nte
ed value of pa
ayments un
nde
er direct financing
g leases

(in millions of euros)

Straightforward rentals
Rental charges
Revenues from subletting
At less than one year
One to five years
More than five years
Minimu
um rents to be paid under non
n-ccancellable ordinary leasess

5. Prot/loss from disposals


(in millions of euros)

Profit/(loss) from disposals of investment properties


of which block sales of buildings
of which sales of individual housing units

The proceeds from the disposal of investment properties relate mainly to sales of offices, homes and shops.
The proceeds from the disposal of consolidated securities relate mainly to the sale of Icade Rsidences Services and the Groups
disengagement from Germany.

ICADE 2012 FINANCIAL AND LEGAL REPORT

91

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL PROFIT/LOSS

6. Financial prot/loss
31/12/2012

31/12/2011

Interest charges on financial debts

(47.9)

(54.1)

Interest charges on derivative instruments

(55.1)

(47.4)

(6.5)

(3.9)

(10
09.5)

(10
05.4)

Income from interest on cash and cash equivalents

1.5

1.3

Change in fair value by profit/(loss) of cash equivalent instruments

0.6

1.6

Income from cash and cash equivalents

2.1

2.9

(10
07.4)

(10
02.5)

(0.5)

3.7

0.3

2.6

Income from other financial assets at fair value through profit or loss

0.1

Change in fair value through profit or loss of other financial assets

Net income from shareholdings

0.8

0.4

Allocations and reversal of impairment of securities available for sale

0.4

Change in fair value of trading derivatives

0.0

Revenue from loans and receivables

8.8

5.5

Charges associated with loans and receivables

(3.4)

(5.8)

Profit/(loss) from disposals of loans and debts

(0.3)

(0.1)

Allocations to and reversals of impairments of loans and receivables

(0.2)

Other financial income

1.5

0.7

Other financial charges

(1.6)

(1.8)

Other financial income and charges

5.8

5.3

(101.6)

(97.2)

(in millions of euros)

Recycling in profit/(loss) of interest rate hedging derivatives


Grosss cost of indebted
dness

Cost off ne
et debt
Revenue from securities available for sale
Profit/(loss) from disposals of securities available for sale
Recycling of the change in fair value of securities available for sale
Income from disposals of other financial assets at fair value through profit or loss

FINANCIAL PROFIT/LOSS

92

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS TAXES

7. Taxes
7.1.

ANALYSIS OF THE LIABILITY


31/12/2012

31/12/2011

(29.2)

(48.5)

Exit tax (SIIC regime)

(1.9)

Deferred taxes

(6.1)

4.4

(37.2)

(44.1)

(in millions of euros)

Current taxes

Total tax charge recognized in the income statement


Taxes on items recognized in capital and reserves

(in millions of euros)

Pre-tax earnings
Theoretical tax rate
Theorettical tax charge
e

31/12/2012

98.9
34.43%
(34.1)

pact on
n the theoretiical tax of:
Imp
Permanent differences

(26.0)

Sector exempt from the SIIC regime

31.6

Variation in unrecognised tax assets (including deficits that can be carried over)

(7.3)

Rate differentials (France and abroad)

(0.8)

Tax borne by minority interests


Other impacts (including exit tax, provision for tax,)

0.1
(0.7)

Effe
ectiv
ve tax charge

(37.2)

ectiv
ve tax rate
Effe

37
7.6%

The establishment of the exceptional contribution of 5% of the amount of corporate tax, due temporarily for financial years ending
between 31 December 2011 and 31 December 2013, brings the tax rate under the common law to 36.1%.

ICADE 2012 FINANCIAL AND LEGAL REPORT

93

CONSOLIDATED FINANCIAL STATEMENTS TAXES

7.2.

ORIGIN OF THE DEFERRED TAX


31/12/2012

31/12/2011

Provisions for non-deductible assets

1.5

1.0

Provisions for staff related commitments

4.2

4.5

Provisions for non-deductible liabilities

5.7

6.3

(10.5)

(9.2)

0.7

2.1

Deferred tax assets related to loss carry forwards

3.6

7.0

Net deferred tax position

5.2

11.7

Net deferred tax assets

14.8

20.9

Net deferred tax liabilities

(9.6)

(9.2)

Net deferred tax position

5.2

11.7

(in millions of euros)

Deferred tax related to temporary differences

Leasing
Others

At 31 December 2012, non-activated losses which could be carried over stood at 82.7 million, excluding the deficits of Compagnie la
Lucette prior to its takeover, while awaiting approval from the tax administration.

8. Goodwill
31/12/2012
Gross value

Impairments

Net value

5.3

(1.3)

4.0

Development

46.4

46.4

Services

24.1

(0.2)

23.9

2.9

2.9

78.7

(1.5)

77.2

(in millions of euros)

Property investment

Others
Goodwill

31/12/2011
Gross value

Impairments

Net value

6.1

(0.2)

5.9

Development

46.6

46.6

Services

27.4

(0.2)

27.2

Goodwill

80.1

(0.4)

79.7

(in millions of euros)

Property investment

A surveyor carried out an impairment test on 31 December 2012 and on 31 December 2011.
The method used by the surveyor for measuring fair value is based on future discounted cash flows. The zero-risk rate used was the
5-month average of the 10-year OAT TEC. The risk premiums applied are specific to each business and take into account developments
in their markets over the 2012 financial year.
The pre-tax discount rates accepted for determining the going-concern value varied from 8.35% to 13.06% during the 2012 financial
year (8.66% to 12.94% during the 2011 financial year) depending on the assets tested.
94

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS GOODWILL

9. Intangible assets
Table of changes
Contracts
and customer
relations
acquired

Others

TOTAL

43.2

25.5

68.7

Increases

1.2

1.2

Capitalized production

Decreases

(2.1)

(2.1)

Impact of changes in consolidation scope

Other movements

(0.3)

(0.3)

43.2

24.3

67.5

(42.2)

(18.8)

(61.0)

(in millions of euros)

Gross value at 31 December 2011

Grosss valu
ue at 31 Dece
ember 2012
2
Depreciation and amortization at 31 December 2011
Increases

(0.2)

(1.8)

(2.0)

Capitalized production

Decreases

2.1

2.1

Impact of changes in consolidation scope

Other movements

(42
2 .4)

(18.4)

(60
0.8)

(0.2)

(0.2)

(0.4)

Increases

(0.5)

(0.5)

Capitalized production

Decreases

Impact of changes in consolidation scope

Other movements

(0
0.2)

(0
0.7)

(0
0.9)

Net value at 31 December 2011

6.5

7.3

Increases

0.7

0.7

Capitalized production

Decreases

(2.0)

(1.8)

(2.0)

(0.2)

(0.2)

0.6

5.2

5.8

Dep
precciattion and amo
ortization att 31 December 2012
2
Impairment at 31 December 2011

Imp
pairm
ment at 31 Dece
ember 2012
2

Allocations to depreciation and amortization


Impact of changes in consolidation scope
Other movements
Net value at 31 Decem
mber 2012

ICADE 2012 FINANCIAL AND LEGAL REPORT

95

CONSOLIDATED FINANCIAL STATEMENTS INTANGIBLE ASSETS

Contracts
and customer
relations
acquired

Others

Total

42.4

26.4

68.8

Increases

1.4

1.4

Capitalized production

(in millions of euros)

Gross value at 31 December 2010

Decreases

(0.8)

(0.8)

0.8

(0.7)

0.1

(0.8)

(0.8)

43.2

25.5

68.7

(42.2)

(17.2)

(59.3)

Increases

(2.8)

(2.8)

Capitalized production

Impact of changes in consolidation scope


Other movements
Gross value at 31 December 2011
Depreciation and amortization at 31 December 2010

Decreases

0.8

0.8

Impact of changes in consolidation scope

0.3

0.3

Other movements

(42.2)

(18.8)

(61.0)

(0.2)

(0.2)

(0.4)

Depreciation and amortization at 31 December 2011


Impairment at 31 December 2010
Increases

Capitalized production

Decreases

Impact of changes in consolidation scope

Other movements

(0.2)

(0.2)

(0.4)

Net value at 31 December 2010

9.1

9.1

Increases

1.4

1.4

Capitalized production

Decreases

Allocations to depreciation and amortization

(2.8)

(2.8)

0.8

(0.4)

0.4

(0.8)

(0.8)

0.8

6.5

7.3

Impairment at 31 December 2011

Impact of changes in consolidation scope


Other movements
Net value at 31 December 2011

96

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS TANGIBLE ASSETS AND INVESTMENT PROPERTIES AND


SENSITIVITY OF NET BOOK VALUES

10. Tangible assets and investment properties and


sensitivity of net book values
10.1. TABLE OF CHANGES
Tangible
assets under
construction

Total tangible
assets

Investment
property

of which fixed
assets under
direct financing
leases

(in millions of euros)

Land

Buildings and
other tangible
assets

Grosss vaaluee at 31 Decembber 2011


Increases(1)
Capitalized production
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale
Other movements
Grosss valu
ue at
31 Dece
ember 2012

18.44
-

159.2
1.2
(1.9)
(0.1)
0.2

0.5
0.6
(0.3)

178.1
1.8
(1.9)
(0.1)
(0.1)

5,575.3
382.5
11.5
(168.4)
98.5
(248.9)
(0.2)

309.1
69.8
(2.4)
(71.6)

18.44

158.6

0.8

17
77.8

5,,650.3

30
04.9

(1) Including 4.7 million in capitalized nancial costs.

Deprreciaatio
on and amortizzation at
31 Decem
mber 2011
Increases
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale
Other movements
Deprreciaatio
on and amortizzation at
31 Decem
mber 2012

(48.7)
(9.5)
1.8
0.1

(448.7)
(9.5)
1.8
0.1

(592.6)
(165.2)
30.8
8.9
44.5
-

(337.2)
(9.9)
0.3
15.1

(56.3)

(56.3)

(6
673.6)

(31.7)

Impaairm
men
nt at 31 Decembber 2011
Increases
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale
Other movements
Impaairm
men
nt at 31 Decembber 2012

(104.6)
(68.6)
12.3
4.6
(1
156.3)

(2.9)
0.3
2.7
0.1

Net valu
ue at 31 December 2011
Increases(1)
Capitalized production
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale
Other movements
Net valu
ue at 31 Decemb
ber 2012

18.44
18.4
4

110.5
(8.3)
(0.1)
(0.1)
0.3
102.3

0.5
0.6
(0.3)
0.8

129.4
(7.7)
(0.1)
(0.1)
0.0
12
21.5

4,878.1
148.7
11.5
(125.3)
107.4
(199.8)
(0.2)
4,,820.4

269.0
59.9
(1.8)
(53.8)
27
73.3

(1) Including 4.7 million in capitalized nancial costs.

ICADE 2012 FINANCIAL AND LEGAL REPORT

97

CONSOLIDATED FINANCIAL STATEMENTS TANGIBLE ASSETS AND INVESTMENT PROPERTIES AND


SENSITIVITY OF NET BOOK VALUES

(in millions of euros)

Land

Buildings
and other
tangible
assets

Grosss vaaluee at 31 Decembber 2010


Increases(1)
Capitalized production
Decreases
Impact of changes in consolidation scope(2)
Fixed assets reclassified to assets held for sale
Other movements
Grosss valu
ue at 31 Dece
ember 2011

18.4
18.4

159.88
1.3
(1.9)
(1.3)
1.3
159.2
2

Tangible
assets under
construction

Total tangible
assets

Investment
property

of which
fixed assets
under direct
financing
leases

2.0
3.5
(5.0)
0.5

180.22
4.8
(1.9)
(1.3)
(3.7)
178.1
1

5,057.5
655.0
36.7
(65.2)
(93.2)
(15.8)
0.3
5,575.3

264.3
60.8
(16.0)
30
09.1

(1) Including 7.7 million in borrowing costs included in the cost of assets during the nancial year.
(2) Including sale of SARL Breton (93.2 million).

Deprreciaatio
on and amortization
at 311 Deccem
mber 2010
Increases
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale(1)
Other movements
Dep
preciattion and amortization
at 31 De
ece
ember 2011

(43.8)
(10.6)
1.7
0.9
3.1

(43.88)
(10.6)
1.7
0.9
3.1

(480.5)
(137.4)
19.1
2.6
3.6
-

(332.9)
(8.2)
3.9

(48.7))

(48.7
7)

(592.6)

(3
37.2)

Impaairm
mentt at 31 Decembber 2010
Increases
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale
Other movements
Imp
pairm
ment at 31 Dece
ember 2011

(0.77)
0.7
-

(0.77)
0.7
-

(81.3)
(33.9)
10.6
(104.6)

(2.2)
(1.4)
0.7
(2.9)

Net value att 31 Decemberr 2010


Increases
Capitalized production
Decreases
Impact of changes in consolidation scope
Fixed assets reclassified to assets held for sale
Other movements
Net valu
ue at 31 Decem
mber 2011

18.4
18.4

115.33
(9.3)
0.5
(0.4)
4.4
110.5
5

2.0
3.5
(5.0)
0.5

135.77
(5.8)
0.5
(0.4)
(0.6)
129.4
4

4,495.7
483.7
36.7
(35.5)
(90.6)
(12.2)
0.3
4,878.1

229.2
51.2
0.7
(12.1)
26
69.0

(1) Including sale of SARL Breton (2.6 million).

98

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS TANGIBLE ASSETS AND INVESTMENT PROPERTIES AND


SENSITIVITY OF NET BOOK VALUES

SENSITIVITY OF NET BOOK VALUES OF


INVESTMENT PROPERTIES TO POTENTIAL
CHANGES IN FAIR VALUE
31/12/2012
Variations in the fair values
of investment properties

Impact on the
net book values
(in millions of euros)

-5.0%

-49.3

-2.5%

-21.5

2.5%

20.7

5.0%

41.4

10.2.1. O}ce blocks, business premises, shopping


centres, business parks and healthcare
establishments
Property Investment is mainly present in the offices and business
parks segment in the Paris region and in the health institutions
and shopping centres segment.
The investment properties of these businesses are valued using
the revenue method (discounted future cash flow method and
net rent capitalization method) cross-checked against the direct
comparison method for the main assets. For single use properties
in the healthcare sector, the quota share of average revenues or
EBITDA realized in past years is taken into account in determining
the rental value.

10.2.2. Buildings under development

10.2. FAIR VALUE OF INVESTMENT


PROPERTIES
At each closing, the investment proprieties of each property
investment company are valued by independent property
surveyors, who are members of the Association Franaise des
Socits dExpertises Immobilires.
In the case of the implementation of a strategy of full divestiture
of a portfolios assets, the property surveyors may apply a discount
expressing the portfolio effect and market conditions for largescale transactions.

Buildings under development cover various situations: land


reser ves that are not fully supplied with all mains ser vices,
building land or building rights, residual building land, properties
under development and redevelopment. These properties are
valued using the method based on a developer report and/or
discounted cash flows, supplemented where necessary by the
comparison method.
The fair values given below are appraisal values excluding rights,
excluding assets acquired at the end of the year and those held
for sale whose fair values are defined in note 1.10.

Pursuant to the Groups methodology, buildings being sold,


including those under promise of sale, are valued based on the
contractual sale price.

Net book
value
31/12/2012

Fair value
31/12/2012

Net book
value
31/12/2011

Fair value
31/12/2011

2,137.0

2,426.1

2,135.0

2,370.4

890.2

1,570.3

873.6

1,542.1

1,808.2

2,166.0

1,674.4

1,951.2

454.3

687.3

555.7

863.6

5,289.7

6,849.7

5,238.7

6,727.3

4,820.4

6,304.8

4,878.1

6,260.8

of which tangible assets

114.5

188.4

121.0

195.4

of which assets held for sale

189.9

191.4

71.6

103.1

including financial receivables

165.0

165.0

168.0

168.0

273.3

320.1

269.0

35
54.4

(in millions of euros)

Offices France
Business
Diversification assets (Healthcare and Shopping centres)
Other surveyed assets
Total
of which investment properties

(1)

(1): Thiss ittem includes investmentt properties


und
der dire
ect financing
g leases

The ratio of net financial debt to property asset value (Loan To Value) stands at 39.8% at 31 December 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT

99

CONSOLIDATED FINANCIAL STATEMENTS SECURITIES AVAILABLE FOR SALE

11. Securities available for sale


31/12/2012
Gross

Impairments

Net

Shares and other variable income securities

2.8

(0.3)

2.5

Tota
al no
on--current secu
urities availa
able for sale

2.8

(0.3
3)

2.5

Other current securities available for sale

0.8

0.8

Tota
al cu
urre
ent securitie
es available forr sa
ale

0.8

0.8

Total securities available for sale

3.6

(0.3)

3.3

(in millions of euros)

31/12/2011
Gross

Impairments

Net

Shares and other variable income securities

3.0

(0.3)

2.7

Tota
al no
on--current secu
urities availa
able for sale

3.0

(0.3
3)

2.7

Other current securities available for sale

0.1

0.1

Tota
al cu
urre
ent securitie
es available forr sa
ale

0.1

0.1

Total securities available for sale

3.1

(0.3)

2.8

(in millions of euros)

(in millions of euros)

Net

Bala
ance
e att 31 Decemb
ber 2011

2.8

Acquisitions

0.3

Disposals

(0.1)

Impact of changes in value of capital and reserves

(0.5)

Net charges related to impairment in income statement


Impact of changes in consolidation scope and capital

0.1

Others

0.7

Bala
ance
e att 31 Decemb
ber 2012

3.3

(in millions of euros)

Net

Bala
ance
e att 31 Decemb
ber 2010
Acquisitions
Disposals

18.2
0.6
(16.0)

Impact of changes in value of capital and reserves

Net charges related to impairment in income statement

Impact of changes in consolidation scope and capital

Others

Bala
ance
e att 31 Decemb
ber 2011

100

ICADE 2012 FINANCIAL AND LEGAL REPORT

2.8

CONSOLIDATED FINANCIAL STATEMENTS OTHER NON-CURRENT FINANCIAL ASSETS

12. Other non-current nancial assets


31/12/2012
Gross

Impairments

Net

Receivables associated with equity ownership and


other related parties

0.9

(0.9)

Receivables associated with equity ownership

0.2

0.2

Deposits and guarantees paid

4.4

4.4

Others

0.5

0.5

Tota
al otthe
er non-curren
nt financial assetts at amortized cost

6.0

(0.9)

5.1

6.0

(0.9)

5.1

(in millions of euros)

Derivatives

Notes

25

Total other non-current financial assets

31/12/2011
Gross

Impairments

Net

Receivables associated with equity ownership and


other related parties

5.6

(0.8)

4.8

Loans

2.1

2.1

Deposits and guarantees paid

2.3

2.3

Others

0.6

0.6

10.6

(0.8)

9.8

10.6

(0.8)

9.8

(in millions of euros)

Notes

Tota
al otthe
er non-curren
nt financial assetts at amortized cost
Derivatives
Total other non-current financial assets

(in millions of euros)

25

Non-current
financial assets

Bala
ance
e att 31 December 2011

9.8

Acquisitions

2.5

Disposals

(7.1)

Impact of changes in value of capital and reserves

Net charges related to impairment in income statement

Impact of changes in scope of consolidation and capital

Others
Balance at 31 December 2012

(0.1)
5.1

ICADE 2012 FINANCIAL AND LEGAL REPORT 101

CONSOLIDATED FINANCIAL STATEMENTS OTHER NON-CURRENT FINANCIAL ASSETS

FINANCIAL ASSETS AT AMORTISED COST

31/12/2012

Less than
one year
(current)

One to
five years
(non-current)

More than
five years
(non-current)

Total noncurrent share

357.1

357.1

Loans

0.3

0.1

0.1

0.1

0.2

Deposits and guarantees paid

4.7

0.3

3.1

1.3

4.4

Associated current accounts

21.9

21.9

0.5

0.5

0.5

384.5

379.4

3.2

1.9

5.1

31/12/2011

Less than
one year
(current)

One to
five years
(non-current)

More than
five years
(non-current)

Total noncurrent share

Receivables associated with equity ownership


and other related parties

8.4

3.6

4.8

4.8

Loans

2.2

0.1

2.0

0.1

2.1

Deposits and guarantees paid

2.5

0.2

0.9

1.4

2.3

Associated current accounts

8.9

8.9

Others

0.6

0.6

0.6

22.6

12.8

7.7

2.1

9.8

(in millions of euros)

Receivables associated with equity ownership


and other related parties

Others
Total other financial assets measured
at amortized cost - net

(in millions of euros)

Total other financial assets measured


at amortized cost - net

The receivables attached to investments and other related parties are mainly composed, as of 31 December 2012, of the financing
granted by Icade to Silic for an amount of 350.0 million in principle.

102

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS STOCKS AND IN PROGRESS

13. Stocks and in progress


13.1. ANALYSIS OF INVENTORY
31/12/2012

31/12/2011

Land and property reserves

27
77.4

17
70.3

Work in progress

441.6

483.5

5.4

3.9

0.1

Grosss valu
ue

72
24.4

65
57.8

Impairments

(32.1)

(29.4)

Net valu
ue

69
92.3

62
28.4

31/12/2012

31/12/2011

Ope
enin
ng balance

(2
29.4)

(20.4)

Allocations in the financial year

(15.2)

(17.0)

Reversals in the financial year

6.2

8.0

Transfer to assets held for sale

6.3

(3
32.1)

(29.4)

(in millions of euros)

Finished but unsold plots


Others

13.2. IMPAIRMENTS
(in millions of euros)

Impact of changes in consolidation scope

Others
Clossing
g ba
alance

ICADE 2012 FINANCIAL AND LEGAL REPORT 103

CONSOLIDATED FINANCIAL STATEMENTS TRADE RECEIVABLES

14. Trade receivables


31/12/2012
(in millions of euros)

Gross

Impairments

Net

Trade accounts and notes receivable

323.2

(9.0)

314.2

Financial accounts receivable

270.0

270.0

Total trade receivables

593.2

(9.0)

584.2

31/12/2011
(in millions of euros)

Gross

Impairments

Net

Trade accounts and notes receivable

254.2

(12.2)

242.0

Financial accounts receivable

274.5

274.5

Total trade receivables

528.7
7

(12.2)

51
16.5

(in millions of euros)

Gross

Impairments

Net

Bala
ance
e att 31 Decemb
ber 2011

528.7
7

(12.2)

51
16.5

64.2

2.8

67.0

0.3

0.4

0.7

Bala
ance
e att 31 Decemb
ber 2012

593.2

(9.0)

584.2

(in millions of euros)

Gross

Impairments

Net

Bala
ance
e att 31 Decemb
ber 2010

544.7
7

(14.4)

53
30.3

(12.1)

2.2

(9.9)

(3.9)

(3.9)

528.7
7

(12.2)

51
16.5

Depreciation of trade debtors has developed as follows:

Changes in the financial year


Impact of changes in consolidation scope

Changes in the financial year


Impact of changes in consolidation scope
Bala
ance
e att 31 Decemb
ber 2011

As of 31 December, the analysis of the payment schedule of trade receivables and related accounts is as follows:

Total

< 30 days

30<X<60 days

60<X<90 days

90<X<120 days

> 120 days

2012

314.2

248.2

30.5

16.8

2.5

2.2

14.0

2011

242.0

187.7

15.5

22.4

1.7

8.6

6.1

(in millions of euros)

104

Receivables due

Receivables
not due

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS BUILDING CONTRACTS AND OFF-PLAN SALES

15. Building contracts and o~-plan sales


The buyer has the option to define the major structural elements in the
construction of a property before and during the construction phase
31/12/2012

31/12/2011

Commercial
property

Intra-group
interbusiness
eliminations

Commercial
property

Intra-group
interbusiness
eliminations

Total

Total

496.7

496.7

463.7

463.7

Work in progress

5.3

5.3

3.8

3.8

Termination loss

(491.3)

(491.3)

(449.0)

2.5

(446.5)

Amo
oun
nt owed by custo
omers

18.8

18.8

22
2.1

22.1

Amo
oun
nt owed to custo
omers

(8.1)

(8.1)

(3
3.6)

2.5

(1.1)

Total Income for the year

91.9

91.9

194.2

(56.4)

137.8

28.0

28.0

33.9

(4.4)

29.5

0.4

0.4

106.7

106.7

119.0

119.0

(in millions of euros)

Aggregate receivables, including tax, according


to the progress method

Collected calls for funds

Concerning contracts ongoing at the date of


closure and those completed during the period:
Total amount of costs incurred and profits recognized
(less losses recognized) until 31 December
Amount of advances received relative to
non-started contracts
Reciprocal off-balance-sheet commitments
(notarized instruments including tax - collected
calls for funds)

Limited option for the buy to define the major structural elements in the construction of a property
31/12/2012

31/12/2011

Commercial
property

Housing

Intra-group
interbusiness
eliminations

244.6

649.7

(2.0)

892.3

95.6

710.2

805.8

Total amount of costs incurred


and profits recognized (less
losses recognized) until
31 December

37.1

37.1

33.3

112.2

(19.9)

125.6

Amount of advances received


relative to non-started
contracts

3.1

56.4

59.5

87.7

87.7

363.1

574.9

938.0

402.5

610.1

(in millions of euros)

Total Income for the year

Total

Commercial
property

Housing

Intra-group
interbusiness
eliminations

Total

Concerning contracts ongoing


at the date of closure and those
completed during the period:

Reciprocal off-balance-sheet
commitments (notarized
instruments including tax collected calls for funds)

(1.2) 1,011.4

ICADE 2012 FINANCIAL AND LEGAL REPORT 105

CONSOLIDATED FINANCIAL STATEMENTS MISCELLANEOUS RECEIVABLES

16. Miscellaneous receivables


31/12/2012

31/12/2011

(in millions of euros)

Gross

Impairments

Net

Net

Suppliers advances

28.2

28.2

7.6

5.8

5.8

15.5

179.7

179.7

217.4

3.1

3.1

3.0

146.2

146.2

158.1

0.3

0.3

0.4

49.5

(29.8)

19.7

22.6

412.8

(29.8)

383.0

424.6

Receivables from disposal of assets


Agency transactions

(1)

Prepayments
Tax receivables
Social security receivables
Other receivables
Total miscellaneous receivables
(1) Detail on Agency transactions below.

31/12/2012

31/12/2011

0.9

3.9

Cash and cash equivalents

178.8

213.5

Total agency transactions

179.7

217.4

(in millions of euros)

Accounts receivable

17. Other current nancial assets


31/12/2012
Gross

Impairments

Net

357.6

(0.5)

357.1

Loans

0.1

0.1

Deposits and guarantees paid

0.5

(0.2)

0.3

Associated current accounts

21.9

21.9

38
80.1

(0.7)

37
79.4

0.4

0.4

27.7

27.7

40
08.2

(0.7)

40
07.5

(in millions of euros)

Notes

Receivables associated with equity ownership and other


related parties

Others
Tota
al otthe
er current financial assetts at amortized cost

12

Other UCITS at fair value through profit or loss


Derivatives
Tota
al otthe
er current financial assetts
The fair value of short term assets is equal to the net book value.

106

ICADE 2012 FINANCIAL AND LEGAL REPORT

25

CONSOLIDATED FINANCIAL STATEMENTS OTHER CURRENT FINANCIAL ASSETS

31/12/2011
Gross

Impairments

Net

Receivables associated with equity ownership and other


related parties

4.0

(0.3)

3.7

Loans

0.1

0.1

Deposits and guarantees paid

0.3

(0.2)

0.1

Associated current accounts

8.9

8.9

13.3

(0.5)

12.8

0.2

0.2

25.3

25.3

38.8

(0.5)

38.3

(in millions of euros)

Notes

Others
Tota
al otthe
er current financial assetts at amortized cost

12

Other UCITS at fair value through profit or loss


Derivatives
Tota
al otthe
er current financial assetts

25

Current financial
assets

(in millions of euros)

Bala
ance
e att 31 December 2011

38.3

Acquisitions

349.9

Disposals

Impact of changes in value of profit or loss

Short term change in financial assets

19.9

Short-term change in interest accrued not due

0.1

Impact of changes in scope of consolidation and capital

0.2

Others

(0.9)

Bala
ance
e att 31 December 2012

40
07.5

18. Cash and cash equivalents


31/12/2012

31/12/2011

Money-market UCITS

296.6

258.7

Cash eq
quiivalents

29
96.6

25
58.7

Cash assets

147.0

155.6

Cash an
nd cash equivallents

44
43.6

41
14.3

(in millions of euros)

ICADE 2012 FINANCIAL AND LEGAL REPORT 107

CONSOLIDATED FINANCIAL STATEMENTS INVESTMENT PROPERTIES AND OTHER ASSETS HELD FOR SALE

19. Investment properties and other assets held for sale


Investment
properties
held for sale

Other assets
held for sale

Total assets
held for sale

of which fixed
assets under
direct financing
leases

75.6

27.8

10
03.4

248.9

25.1

274.0

(27.7)

(27.7)

(72.3)

(0.2)

(72.5)

252.2

25.0

277.2

(4.0)

(4
4.0)

(44.5)

(44.5)

3.5

3.5

(4
45.0)

(45
5.0)

(4.6)

(4.6)

Impact of changes in consolidation scope

Decreases

(12.7)

(12.7)

(1
17.3)

(17
7.3)

71.6

27.8

99.4

199.8

25.1

224.9

(27.7)

(27.7)

Decreases

(68.8)

(0.2)

(69.0)

Other movements

(12.7)

(12.7)

Net valu
ue at 31 Decem
mber 2012

189.9

25.0

214.9

(in millions of euros)

Grosss valu
ue at 31 Dece
ember 2011
Reclassification as assets held for sale
Impact of changes in consolidation scope
Decreases
Other movements
Grosss valu
ue at 31 Dece
ember 2012

preciattion and amortization at 31


1 December 2011
Dep
Reclassification as assets held for sale
Impact of changes in consolidation scope
Decreases
Other movements
Dep
preciattion and amortization at 31
1 December 2012

pairm
ment at 31 Dece
ember 2011
Imp
Reclassification as assets held for sale

Other movements
Imp
pairm
ment at 31 Dece
ember 2012
2

ue at 31 Decem
mber 2011
Net valu
Reclassification as assets held for sale
Impact of changes in consolidation scope

Investment properties intended for sale are mainly warehouses. The other assets and liabilities intended to be disposed of mainly
concern the company Paris Nord Est (property development), following the buyback commitment notified by the Caisse des dpts
(note 34).

108

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS INVESTMENT PROPERTIES AND OTHER ASSETS HELD FOR SALE

Investment
properties
held for sale

Other assets
held for sale

Total assets
held for sale

of which fixed
assets under
direct financing
leases

124.7

12
24.7

15.8

27.8

43.6

(79.8)

(79.8)

Other movements

14.9

14.9

Grosss valu
ue at 31 Dece
ember 2011

75.6

27.8

10
03.4

preciattion and amortization at 31


1 December 2010
Dep

(9.2)

(9
9.2)

Reclassification as assets held for sale

(3.6)

(3.6)

8.8

8.8

(4.0)

(4
4.0)

pairm
ment at 31 Dece
ember 2010
0
Imp

Reclassification as assets held for sale

Impact of changes in consolidation scope

Decreases

Other movements

Imp
pairm
ment at 31 Dece
ember 2011

115.5

115.5

12.2

27.8

40.0

(71.0)

(71.0)

Other movements

14.9

14.9

Net valu
ue at 31 Decem
mber 2011

71.6

27.8

99.4

(in millions of euros)

Grosss valu
ue at 31 Dece
ember 2010
Reclassification as assets held for sale
Impact of changes in consolidation scope
Decreases

Impact of changes in consolidation scope


Decreases
Other movements
Dep
preciattion and amortization at 31
1 December 2011

ue at 31 Decem
mber 2010
Net valu
Reclassification as assets held for sale
Impact of changes in consolidation scope
Decreases

ICADE 2012 FINANCIAL AND LEGAL REPORT 109

CONSOLIDATED FINANCIAL STATEMENTS SHAREHOLDERS EQUITY

20. Shareholders equity


20.1. CAPITAL
31/12/2012
Number of
shares

31/12/2011

(in million)

Number of
shares

(in million)

52,000,517

79.30

51,992,262

79.30

52,000,517

79.30

51,992,262

79.30

Capital

Capital

Shares issued
Fully paid in
Total

The holding company HoldCo SIIC, 75.07% controlled by the Caisse des Dpts, holds 55.57% of the equity capital of Icade.

20.2. CHANGES IN NUMBER OF SHARES IN CIRCULATION

Share cap
pital at 31 Deccember 2010
BRS redemption
Decrease in capital of self-held shares following the conversion of the BRS
Increases in capital related to the exercise of subscription options
Increases in capital related to the exercise of bonus shares
Share cap
pital at 31 Deccember 2011
Increases in capital related to the exercise of stock subscription options
Share cap
pital at 31 Deccember 2012

Number of
shares

(in millions of euros)

51,80
02,133

79.0

2,471,328

3.8

(2,469,845)

(3.8)

188,636

0.3

10

0.0

51,99
92,262

79.3

8,255

0.0

52,00
00,517

79.3

Capital

On 1 January 2011, Icades share capital was 78,961,282.79


divided into 51,802,133 shares.

As at 31 December 2011, Icades share capital stood at


79,251,083.22 divided into 51,992,262 shares.

As a result of the exercise of share subscription options and the


ORA redemptions, Icades share capital increased by 190,129
shares during fiscal 2011.

As a result of the exercise of share subscription options, Icades


share capital increased by 8,255 shares during fiscal 2012.
As at 31 December 2012, Icades share capital stood at
79,263,666.20 divided into 52,000,517 shares.

110

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS SHAREHOLDERS EQUITY

20.3. DIVIDENDS
31/12/2012

31/12/2011

192.6

228.4

dividends deducted from the profit taxable at the ordinary rate

147.4

interim dividends

(205.2)

192.6

170.6

(in millions of euros)

Payment to shareholders of Icade SA


dividends deducted from the fiscal profit exempt from tax (applying the SIIC treatment)

Total

The dividends per share distributed for financial years 2012 and
2011 pursuant to the results of financial years 2011 and 2010
respectively stood at 3.72, including an exceptional dividend
of 0.37, and at 7.30 per share.

The general meeting to approve Icades financial statements for


31 December 2012 will be convened on 12 April 2013.

20.4. CHANGE IN REVALUATION RESERVES


Securities
available
for sale

Future cash
flow hedging

Tax on
changes
in value

Total

Bala
ance
e att 31 December 2011

(0.6)

(163.4)

(164.0)

Change in fair value

(0.5)

(18.0)

(18.5)

2.0

2.0

0.6

6.6

7.2

(0.5)

(172.8)

(173.3)

Securities
available
for sale

Future cash
flow hedging

Tax on
changes
in value

Total

(0.6)

(130.6)

(131.2)

Change in fair value

(36.7)

(36.7)

Impact of changes in consolidation scope

Transfer to profit/(loss) for the period

3.9

3.9

(0.6)

(163.4)

(164.0)

(in millions of euros)

Impact of changes in consolidation scope


Transfer to profit/(loss) for the period
Bala
ance
e att 31 December 2012

(in millions of euros)

Bala
ance
e att 31 December 2010

Bala
ance
e att 31 December 2011

ICADE 2012 FINANCIAL AND LEGAL REPORT

111

CONSOLIDATED FINANCIAL STATEMENTS NON CONTROLLING INTERESTS

21. Non controlling interests


31/12/2012

31/12/2011

1.7

0.8

(0.2)

308.9

(0.5)

Profit (loss)

9.0

5.1

Dividends

(8.7)

(3.7)

31
10.7

1.7

(in millions of euros)

Net situ
uattion as of 31 December 201
11
Acquisitions of non controlling interests
Other movements
Impact of changes in consolidation scope on non controlling interests

Change in non controlling interests


Net situ
uattion as of 31 December 201
12

The variations in scope on non-controlling investments are mainly composed of subscriptions to increases in the capital of Icade Sant
made by institutional investors during the 2012 financial year.

22. Provisions
31/12/2011

Allocations

Utilizations

Reversals

Variations
in scope

Reclassification

31/12/2012

18.7

3.4

(0.9)

0.2

(0.3)

21.1

Losses on contracts

6.6

10.5

(1.0)

(2.8)

(11.4)

1.9

Tax risks

0.1

0.2

(0.2)

0.2

0.3

38.0

8.9

(10.1)

(2.7)

34.1

1.5

0.7

(0.1)

(0.2)

1.9

Total

64.9

23.7

(12.2)

(5.5)

0.3

(11.9)

59.3

Non-current provisions

42.3

7.8

(7.3)

0.2

(0.5)

42.5

Current provisions

22.6

15.9

(4.9)

(5.5)

0.1

(11.4)

16.8

(23.2)

11.6

5.5

(0.5)

0.6

(in millions of euros)

Retirement benefits and


similar obligations

Contingencies other
Liabilities other

including: operating profit


financial profit/(loss)
tax charge

112

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS PROVISIONS

(in millions of euros)

Retirement benefits and


similar obligations
Losses on contracts
Tax risks
Contingencies other
Liabilities other
Total
Non-current provisions
Current provisions
including: operating profit
financial profit/(loss)
tax charge

31/12/2010

Allocations

Utilizations

Reversals

Variations
in scope

Reclassification

31/12/2011

19.4

0.8

(0.7)

(0.8)

18.7

2.5

5.4

(1.1)

(0.2)

6.6

0.2

(0.1)

0.1

47.9

7.8

(11.6)

(3.6)

(2.5)

38.0

1.0

0.3

(0.4)

(0.3)

0.9

1.5

70.8

14.5

(13.8)

(4.1)

(2.5)

64.9

7.1

4.9

(8.2)

(0.8)

(0.7)

42.3

23.7

9.6

(5.6)

(3.3)

(1.8)

22.6

(13.3)

13.8

4.1

(1.2)

Icade identifies several types of provisions. In addition to pension


payments and similar commitments, which are subject to specific
explanations (see note 29), provisions are made whenever the
risks identified are the result of past events creating a current
obligation and it is probable that this obligation will cause an
exit of resources.

As a result, the exit tax bases were increased, generating


additional tax of 204 million in principal. In another
proposed correction dated 26 April 2012, the tax authorities
informed Icade that it was considering changing the rate
of taxation applicable to some of the revised amounts
from 16.5% to 19%. The additional tax would then be 206
million. In consultation with its legal firms, the Company
continues to dispute this assessment.

The identified risks are:

losses on service contracts and on off-plan contracts (note


that losses on property development contracts appear
under amounts owed by customers and amounts due
to customers);

Consequently, as was the case at 31 December 2011, no


provision was recorded for this purpose at 31 December
2012.

tax risks: the provisions cover the estimated tax risks for
which reassessment notices were received on 31 December
2012.

As the process currently stands, the disagreement between


the tax authorities and Icade on the value of these assets
as at 31 December 2006 is subject to the opinion of the
Commission Nationale des Impts Directs et Taxes sur le
Chiffre dAffaires.

We recall that the accounts of Icade SA were audited during


the 2010 financial year.
In its proposed correction dated 8 December 2010,
the tax authorities questioned the market values as of
31 December 2006, based on the property valuations that
were used as the basis for calculating the exit tax (corporate
tax at the rate of 16.50%) during the combination/absorption
of Icade Patrimoine (Assets) with Icade as of 1 January 2007.

the other provisions for risks, standing at 34.1 million,


mainly concern property development and property
investment for the respective amounts of 24.5 million
and 8.3 million. They mainly cover mainly business risks,
disputes with employees, and litigation.
In particular, these include provisions covering several
significant lawsuits on property development for an overall
amount of 8.2 million on 31 December 2012, against 8.1
million of provisions existing on 31 December 2011.

ICADE 2012 FINANCIAL AND LEGAL REPORT

113

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL DEBTS

23. Financial debts


23.1. NET FINANCIAL DEBT
31/12/2012

31/12/2011

2,878.4

2,575.2

510.6

423.9

3,38
89.0

2,99
99.1

163.4

129.1

3,55
52.4

3,12
28.2

(3.2)

(10.2)

Securities available for sale and other current financial assets


(excluding interest-rate risk derivatives and deposits paid)

(380.2)

(12.8)

Cash and cash equivalents

(443.6)

(414.3)

2,72
25.4

2,69
90.9

31/12/2012

31/12/2011

2,658.9

2,365.2

126.0

116.3

93.5

93.7

2,87
78.4

2,57
75.2

416.5

309.8

16.4

28.3

0.5

0.7

Debts associated with equity interests

11.1

13.4

Bank overdrafts

66.1

71.7

Sho
ort te
erm
m financial de
ebts

51
10.6

42
23.9

Total gross financial debt

3,389.0

2,999.1

(in millions of euros)

Long and medium term financial debt (non-current)


Short term financial debt (current)
Grosss fiina
ancial debt
Interest rate risk derivatives (assets and liabilities)
Grosss fiina
ancial debt affter taking acccou
unt of derivative
es
Securities available for sale and other non-current financial assets
(excluding interest-rate risk derivatives and deposits paid)

Net fina
anccial debt

23.2. FINANCIAL DEBTS BY TYPE


(in millions of euros)

Loans with credit institutions


Direct financing leases
Other loans and similar debts
Debts associated with equity interests
Long an
nd medium term
m financial debtss
Loans with credit institutions
Direct financing leases
Other loans and similar debts

Net financial debt totalled 3,389.0 million as of 31 December


2012, up by 389.9 million in comparison with 31 December 2011.
This change primarily reflects:

114

subscriptions to new loans or credit drawdowns at 903


million, of which 795 million for Icade (notably the
establishment of a medium-term loan of 625 million,
including 350 million corresponding to the Silic loan),
61 million for Icade Finances and 28 million for Icade
Sant;

ICADE 2012 FINANCIAL AND LEGAL REPORT

repayments of loans and redemption of debt for a total


amount of 580 million, of which 353 million euros for
Icade, 80 million for Icade Finances and 53 million for
Icade Sant;

the entry into scope of the debt from structures acquired


by Icade Sant at a level of 99 million;

and the reimbursement of 40 million of corporate debt


consecutive to the disposal of the German subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL DEBTS

23.3. FINANCIAL DEBTS BY MATURITY


Share at
more than
three years to
five years

More than
five years

31/12/2012

Less than
one year

Share at more
than one year
to three years

3,075.4

416.5

1,573.1

722.1

363.7

142.4

16.4

31.4

29.7

64.9

Other loans and similar debts

94.0

0.5

0.1

16.9

76.5

Debts associated with equity interests

11.1

11.1

Bank overdrafts

66.1

66.1

3,389.0

510.6

1,604.6

768.7

505.1

31/12/2011

Less than
one year

Share at more
than one year
to three years

Share at
more than
three years to
five years

More than
five years

2,675.0

309.8

1,394.9

391.8

578.5

144.6

28.3

24.9

21.7

69.7

Other loans and similar debts

94.4

0.7

8.6

85.1

Debts associated with equity interests

13.4

13.4

Bank overdrafts

71.7

71.7

2,999.1

423.9

1,419.8

422.1

733.3

(in millions of euros)

Loans with credit institutions


Direct financing leases

Total financial debts

(in millions of euros)

Loans with credit institutions


Direct financing leases

Total financial debts

The average lifetime of the debt as of 31 December 2012 was


4.3 years (3.8 years before taking into account mortgage financing).
On 31 December 2011, it stood at 3.8 years. The financing raised
in 2012 therefore increased the average maturity of Icades debt.
The average term of variable rate debt works out at 3.1 years. That
of the associated hedging stood at 2.9 years, the slightly lower
duration partly explained by the fact that the medium-term loan
of 625 million was only covered partially.

Financial covenants
Loans taken out by Icade are subject to covenants based on
financial ratios (Loan To Value and interest charge hedging
notions) which may lead to an early repayment obligation. As
at 31 December 2012, these ratios have been complied with.

ICADE 2012 FINANCIAL AND LEGAL REPORT

115

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL DEBTS

Covenants

LTV (Loan To Value)

(1)

ICR (Interest Coverage Ratio)


Control CDC(2)
Value of investment property assets

(3)

31/12/2012

Maximum

< 45% < 50% and <52%

39.8%

Minimum

>2

3.45

Minimum

50.1%

55.57%

Minimum

> 3 billion

6.8 billion

> 4 billion
> 5 billion
Surety on assets

(4)

Maximum

< 20% of property assets

8.41%

(1) About 33% of the debt concerned by a covenant on LTV has a 52% limit, 62% of the debt has a 50% limit and the remaining 5% has a limit of 45%.
(2) About 84% of the debt concerned by a covenant on the CDC change of control clause has a limit of 34% and the remaining 16% has a limit of 50%-51%.
(3) About 56% of the debt concerned by a covenant on the value of property assets has a limit of 3 billion, 7% of the debt has a limit of 4 billion and the
remaining 37% has a limit of 5 billion.
(4) Maximum calculation under the loan agreements.

The other financing taken out by the Icade Group may, in some
cases, contain early repayment clauses in the event that the Caisse
des Dptss holding were to fall below a threshold of 34% or 50%.

At 31 December 2012, the company HoldCo SIIC, which is 75.07%


controlled by the Caisse des Dpts, held 55.82% of the voting
rights and 55.57% of the capital of Icade.

23.4. FINANCIAL DEBTS BY RATE TYPE


31/12/2012
Distribution by rate
Total

Fixed

Variable

3,075.4

253.8

2,821.6

142.4

32.6

109.8

Other loans and similar debts

94.0

94.0

Debts associated with equity interests

11.1

8.1

3.0

Bank overdrafts

66.1

66.1

3,389.0

388.5

3,000.5

(in millions of euros)

Loans with credit institutions


Direct financing leases

Total financial debts

31/12/2011
Distribution by rate
Total

Fixed

Variable

2,675.0

234.4

2,440.6

144.6

15.8

128.8

Other loans and similar debts

94.4

94.2

0.2

Debts associated with equity interests

13.4

10.7

2.7

Bank overdrafts

71.7

71.7

2,999.1

355.1

2,644.0

(in millions of euros)

Loans with credit institutions


Direct financing leases

Total financial debts

116

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL DEBTS

23.5. FAIR VALUE


(in millions of euros)

31/12/2012

31/12/2011

3,113.6

2,687.6

415.0

382.6

3,528.6

3,070.2

Variable rate debt


Fixed rate debt
Total fair value

23.6. LOAN GUARANTEE UNDERTAKINGS GIVEN


31/12/2012

31/12/2011

Comprehensive
total of guaranteed
liabilities

Comprehensive
total of guaranteed
liabilities

384.7

326.6

48.8

52.5

Leasing

142.4

144.6

Outtstan
ndiings guarantteed excluding
g pe
ersonal suretiess

575.9

52
23.7

17.0

48.6

592.9

572.3

(in millions of euros)

Tangible assets
Mortgage financing and preferential mortgages
Financial assets
Pledged securities

Sureties and guarantees: net amount


Comprehensive total of guaranteed liabilities

ICADE 2012 FINANCIAL AND LEGAL REPORT

117

CONSOLIDATED FINANCIAL STATEMENTS MISCELLANEOUS PAYABLES

24. Miscellaneous payables


31/12/2012

31/12/2011

190.1

257.9

0.1

0.5

179.7

217.4

30.2

26.2

Social security payables

47.2

51.4

Tax payables excluding profit tax

75.2

68.5

Other debts

24.6

32.2

2.5

3.4

Total current miscellaneous payables

549.6

657.5

Total miscellaneous payables

549.6

657.5

31/12/2012

31/12/2011

178.8

215.0

0.9

2.4

179.7

217.4

(in millions of euros)

Advance payments from customers


Debts on acquisition of assets
Shareholders dividends payable
Bearers of ORA - remuneration of the shareholders equity component to be paid
Agency transactions

(1)

Deferred income
Guarantee deposits received

Employee profit sharing

(1) The details of the Agency transactions are presented in the table below:

(in millions of euros)

Payables
Cash and cash equivalents
Total agency transactions

118

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS OTHER FINANCIAL LIABILITIES AND DERIVATIVES

25. Other nancial liabilities and derivatives


25.1. PRESENTATION OF OTHER FINANCIAL LIABILITIES (EXCLUDING DERIVATIVES)
31/12/2012

31/12/2011

43.3

39.6

43.3

39.6

Deposits and sureties received

3.4

4.7

Others

0.1

0.6

Other current financia


al liabilities

3.5

5.3

(in millions of euros)

Deposits and sureties received


Others
Other non
n-current fina
ancial liabilitie
es

25.2. DERIVATIVE INSTRUMENTS: PRESENTATION ON THE BALANCE SHEET


Score

31/12/2012

31/12/2011

non-current

12

current

17

27.7

25.3

(176.5)

(148.6)

(14.6)

(6.1)

(163.4)

(129.4)

(163.4)

(129.4)

(in millions of euros)

Assets:

Liabilities:

non-current
current

Tota
al de
eriv
vatives - Rate
e risk
Assets:

current

Tota
al de
eriv
vatives - Pricce risk
Total derivatives

25.3. DERIVATIVE INSTRUMENTS: ANALYSIS OF NOTIONAL AMOUNTS BY MATURITY


31/12/2012
Notional contract value
Average rate

Total

Less than one


year

One to five
years

More than
five years

Rates swaps fixed payer

3.64%

2,108.3

309.1

1,487.6

311.6

Rates options

4.13%

236.0

124.2

111.8

2,344.3

433.3

1,599.4

311.6

(in millions of euros)

Total derivatives - Rate risk

ICADE 2012 FINANCIAL AND LEGAL REPORT

119

CONSOLIDATED FINANCIAL STATEMENTS OTHER FINANCIAL LIABILITIES AND DERIVATIVES

31/12/2011
Notional contract value
Average rate

Total

Less than one


year

One to five
years

More than
five years

Rates swaps fixed payer

3.91%

1,676.2

50.3

1,204.5

421.4

Rates options

3.24%

544.0

316.9

227.1

2,220.2

367.2

1,431.6

421.4

(in millions of euros)

Total derivatives - Rate risk

25.4. DERIVATIVE INSTRUMENTS: CHANGES IN FAIR VALUE

(in millions of euros)

Rates swaps fixed payer

Fair value
change
through
profit or
loss
(3)

Impact of
downgrade and
disposals
(4)

Fair value
change
through
equity
(5)

Fair value 31/12/2012


(6) = (1)+(2)+(3)+(4)+(5)

(151.8)

(12.5)

(5.7)

(18.6)

(188.6)

Variations in accrued interest not due


for cash flow hedging instruments

(5.2)

Ineffective portion

(0.5)

Total future cash flow hedging


instruments
Rates swaps fixed payer
Rates options
Totaal insstru
uments not eliigible for hedgee
acco
ounttingg
Total instruments - rate risk excluding margin calls
Derivative instruments: margin
calls
Totaal insstru
uments - rate risk

120

Fair value
31/12/2011
(1)

Additions
to the
consolidation
scope
(2)

ICADE 2012 FINANCIAL AND LEGAL REPORT

(151.8)

(12.5)

(5.7)

(18.6)

(188.6)

(2.9)

(0.2)

0.6

(2.5)

0.0

0.0

(2.9)

(0.2)

0.0

0.6

(2.5)

(154.7)

(12.7)

(5.7)

0.6

(18.6)

(191.1)

25.3

2.4

27.7

(129.4)

(12.7)

(3.3)

0.6

(18.6)

(1663.4)

CONSOLIDATED FINANCIAL STATEMENTS OTHER FINANCIAL LIABILITIES AND DERIVATIVES

(in millions of euros)

Rates swaps fixed payer

Fair value
31/12/2010
(1)

Fair value
change
through
profit or loss
(2)

Impact of
downgrade and
disposals
(3)

Fair value
change
through equity
(4)

Fair value 31/12/2011


(5) = (1)+(2)+(3)+(4)

(140.7)

1.6

24.0

(36.7)

(151.8)

Variations in accrued interest not due for


cash flow hedging instruments
Ineffective portion
Total future cash flow hedging
instruments

1.7

(0.1)

(140.7)

1.6

24.0

(36.7)

(151.8)

0.1

(3.0)

(2.9)

Rates options

16.3

(1.8)

(14.5)

Totaal insstru
uments not eliigible for hedgee
acco
ounttingg

16.33

(1.7)

(17.55)

(2.9)

(124.4)

(0.1)

6.5

(36.7)

(154.7)

22.6

2.7

25.3

(101.88)

2.6

6.5

(36.7)

(1229.4)

Rates swaps fixed payer

Total instruments - rate risk excluding margin calls


Derivative instruments: margin calls
Totaal insstru
uments - rate risk

26. Financial risk management


The monitoring and management of financial risks are centralised
within the Treasury and Debts Division of the Finance Department.
The latter reports on a monthly basis to Icades Risk, Rates,
Treasury and Finance Committee on all matters related to finance,
investment and rate risk management policies.

26.1. LIQUIDITY RISK


The Group has short-term back-up lines to the value of nearly
895 million, fully available for drawing.
During this year, Icade has continued to access liquidity under
good conditions and has substantial margin to manoeuvre in
terms of the mobilization of funds.

ICADE 2012 FINANCIAL AND LEGAL REPORT 121

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL RISK MANAGEMENT

The residual contractual maturities of financial liabilities (excluding building contracts and off-plan sales shown in note 15) can be
analysed as follows:
31/12/2012
Share
at more
than three
years to
five years

More than
five years

Total

Due
immediately

Less than
one year

Share at
more than
one year to
three years

Loan interest

49.9

94.6

64.0

108.7

317.2

Bonded loans repayable in shares

Loans with credit institutions

408.8

1,574.6

720.6

363.7

3,067.7

Direct financing leases

16.5

29.8

31.3

64.9

142.5

Other loans and similar debts

0.1

17.0

76.5

93.6

Debts associated with equity interests

9.3

9.3

Bank overdrafts

66.0

66.0

Accounts payable and tax debts

556.8

3.4

560.2

Financial derivatives

66.3

86.3

18.7

220.7

Total

1,173.7

1,788.7

882.3

632.5

4,477.2

Share
at more
than three
years to
five years

More than
five years

Total

(in millions of euros)

31/12/2011

Due
immediately

Less than
one year

Share at
more than
one year to
three years

Loan interest

68.3

108.9

58.5

125.0

360.7

Bonded loans repayable in shares

Loans with credit institutions

295.1

1,394.9

391.8

578.5

2,660.3

Direct financing leases

28.4

24.9

21.7

69.7

144.7

Other loans and similar debts

0.1

8.6

85.1

93.8

Debts associated with equity interests

11.0

11.0

Bank overdrafts

71.6

71.6

Accounts payable and tax debts

518.9

518.9

Financial derivatives

39.2

71.7

32.8

17.0

160.7

Total

1,032.6

1,600.4

513.4

875.3

4,021.7

(in millions of euros)

The maturities related to interest on loans and derivative instruments are determined based on the latest known spot rates.

122

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL RISK MANAGEMENT

26.2. INTEREST-RATE RISK


Changes in financial markets can entail a variation in interest rates,
which may be reflected in an increase in the cost of refinancing.
To finance its investments, Icade focuses on the use of floatingrate debt, which is then hedged, thus conserving its ability to
prepay loans without penalties. This represents, before hedging,
nearly 87.3% of its debt as at 31 December 2012 (excluding debts
associated with equity interests and bank overdrafts).
During the financial year 2012, Icade continued its policy of
carefully managing its debt by maintaining limited exposure to
interest rate risks by:

establishing appropriate hedging contracts (vanilla swaps),


and;

changing rate benchmarks on revolving debts, hedged


by base swaps.

Therefore, three base swaps, for a total of 150 million were


concluded to support a change in the maturity of drawdowns,
which were already previously hedged.
A swap over 12 years of 12 million was also established on a
property financial-leasing contract and 150 million of fixed-rate
swaps were contracted for a period of seven years to support part
of a medium-term loan raised in July 2012. They were concluded
for a longer period than the hedged debt in order to secure future
cash flows.
The average term of variable rate debt works out at 3.1 years.
That of the associated hedges, of a slightly lower duration, was
2.9 years; this is partly explained by the fact that the medium-term
loan of 625 million was only covered partially.
In total, the main amount of the debt (91.3%) is protected against a
rise in interest rates (fixed rate debt or floating rate debt hedged by
vanilla instruments such as swaps or caps). Short-term drawdowns
over the financial year 2012 have not been hedged as the markets
were anticipating a drop in the Euribor rate.
These rate risk hedging instruments are taken out with top-tier
financial establishments so as to limit the counterparty risk and
therefore any possible counterparty default.

After taking derivatives into account,

an instantaneous 0.5% increase in short-term interest rates


applied to the financial liabilities would have a maximum
positive impact of 32.8 million on capital and reserves and
a positive impact of 0.6 million on the income statement;

an instantaneous 0.5% decrease in short-term interest rates


applied to the financial liabilities would have a maximum
negative impact of 33.8 million on capital and reserves and
a negative impact of 0.6 million on the income statement.

26.3. EXCHANGE RISK


As the Group does not conduct any transactions in foreign
currencies, it is not open to any exchange risk.

26.4. CREDIT RISK


The Group has introduced procedures to satisfy itself as to the
credit quality of customers and third parties before dealing with
them. In the property investment business, a customer solvency
analysis is carried out and in the property development business
a check is made on the financing of insurance and the guarantee.
These procedures are subject to regular monitoring.
Impairment of accounts receivable is estimated after analysing
unpaid balances. Customer dossiers are analysed on an individual
basis or on a collective basis in respect of small amounts receivable
where there are statistical bases. Debts due for more than three
months are usually depreciated, except in special cases.
The Groups maximum exposure to credit risk corresponds to the
book value of accounts receivable less deposits received from
customers, i.e., 267.5 million on 31 December 2012, versus
197.7 million on 31 December 2011.
The Group is not exposed to a credit concentration risk owing to
the diversity of its business activities and customers.

26.5. CAPITAL MANAGEMENT

Finally, the Group prefers to describe its hedging instruments


as cash flow hedging according to IFRS so as to minimize the
impact of variations in fair value in the income statement.

The Group manages changes in its capital and makes the necessary
adjustments in order to take into account changes in the economic
environment. The capital is adjusted by taking into account
the dividend payment policy which complies with the payment
obligations related to the SIIC regime or by issuing new securities.

Given the profile of the year and the evolution of interest rates, the
variations in the fair value of hedging instruments had a negative
impact on shareholders equity of 18.6 million.

Furthermore, the Group monitors the following elements:

Financial structure ratio


During 2012, Icade continued to finance its development
by debt; bearing in mind changes to survey values, the LTV
reached 39.8% as at 31 December 2012 versus 40.0% as
at 31 December 2011.

ICADE 2012 FINANCIAL AND LEGAL REPORT 123

CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL RISK MANAGEMENT

This ratio nevertheless remains well below the levels to be


met under the financial covenants stipulated in the banking
documents (50% and 52% in the majority of cases where
this ratio is mentioned as a covenant).

After taking into account the value of the Development


and Service companies and the value of the PPP assets,
the adjusted LTV ratio was 36.9% as at 31 December 2012.

Furthermore, this figure reflects a prudent position since


it includes all Icades debts (debts related to property
development activities, services, etc.) without taking the
value of those assets or those companies as counterparty.

Interest hedging ratio


The ratio of coverage of interest by operating profit
(excluding depreciation) stands at 3.45 for 2012 versus
3.77 in 2011.

27. Fair value of nancial assets and liabilities


31/12/2012
Fair
value

Book value

Notes

Assets
available
for sale

Loans and
receivables

Assets at fair
value through
profit or loss

Total

Total

11

3.3

3.3

3.3

12, 17, 25

384.6

28.1

412.7

412.7

Accounts Receivable

14

584.2

584.2

584.2

Other operating receivables(1)

16

50.2

50.2

50.2

Cash and cash equivalents

18

443.6

443.6

443.6

3.3

1,019.0

471.7

1,494.0

1,494.0

(in millions of euros)

Financial assets
Current and non-current securities available
for sale
Other current and non-current financial
assets and derivative instruments

Total financial assets

(1) Excluding agency transactions, deferred charges and social security and tax receivables.

31/12/2012
Fair
value

Book value

Notes

Liabilities at
amortized
cost

Liabilities at
fair value by
shareholders
equity

Liabilities at fair
value through
profit or loss and
held for trading

Total

Total

Current and non-current financial debt

23

3,389.0

3,389.0

3,528.6

Other current and non-current financial


liabilities and derivatives

25

46.8

177.4

13.7

237.9

237.9

550.2

550.2

550.2

205.5

205.5

205.5

4,191.5

177.4

13.7

4,382.6

4,522.2

(in millions of euros)

Financial liabilities

Trade payables
Other operating debts(1)
Total financial liabilities

24

(1) Excluding agency transactions, deferred income and social security and tax debts.

124

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

31/12/2011
Fair
value

Book value

(in millions of euros)

Notes

Assets
available
for sale

Loans and
receivables

Assets at fair
value through
profit or loss

Total

Total

11

2.8

2.8

2.8

12, 17, 25

22.6

25.5

48.1

48.1

14

516.5

516.5

516.5

16

39.0

39.0

39.0

18

414.3

414.3

414.3

2.8

578.1

439.8

1,020.7

1,020.7

Financial assets
Current and non-current securities available
for sale
Other current and non-current financial assets
and derivative instruments
Accounts Receivable
Other operating receivables

(1)

Cash and cash equivalents


Total financial assets

(1) Excluding agency transactions, deferred charges and social security and tax receivables.

31/12/2011
Fair
value

Book value

Notes

Liabilities at
amortized
cost

Liabilities at
fair value by
shareholders
equity

Liabilities at fair
value through
profit or loss and
held for trading

Total

Total

Current and non-current financial debt

23

2,999.1

2,999.1

3,070.2

Other current and non-current financial


liabilities and derivatives

25

44.9

145.8

8.9

199.6

199.6

498.9

498.9

498.8

283.2

283.2

283.2

3,826.1

145.8

8.9

3,980.8

4,051.8

(in millions of euros)

Financial liabilities

Trade payables
Other operating debts

(1)

Total financial liabilities

24

(1) Excluding agency transactions, deferred income and social security and tax debts.

Prioritization of the fair value of nancial instruments


The table below presents the prioritization of fair value of these financial instruments according to the three following levels:
1) level 1: the fair value of the financial instrument corresponds to prices (not adjusted) quoted in active markets for similar assets or
liabilities;
2) level 2: the fair value of the financial instrument is established on the basis of data observed either directly (i.e., prices), or indirectly
(i.e., data derived from prices);
3) level 3: the fair value of the financial instrument is determined using market data not observed directly.

ICADE 2012 FINANCIAL AND LEGAL REPORT 125

CONSOLIDATED FINANCIAL STATEMENTS FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

31/12/2012

Score

Level 1:
quotation
on an active
market

Level 2:
valuation
technique
using
observable
data

Level 3:
valuation
technique
using nonobservable
data

Book value on
31/12/2012
(fair value)

17

12, 17, 25

27.7

27.7

Assets available for sale

11

2.5

2.5

Cash equivalents

18

296.6

296.6

Financial liabilities held for trading

Liabilities designated at fair value

Financial liabilities designated at fair value through


profit or loss

191.1

191.1

Score

Level 1:
quotation
on an active
market

Level 2:
valuation
technique
using
observable
data

Level 3:
valuation
technique
using nonobservable
data

Book value on
31/12/2011
(fair value)

17

12, 17, 25

25.3

25.3

Assets available for sale

11

2.7

2.7

Cash equivalents

18

258.7

258.7

Financial liabilities held for trading

Liabilities designated at fair value

Financial liabilities designated at fair value through


profit or loss

154.7

154.7

(in millions of euros)

Assets
Financial assets held for trading
Financial assets designated at fair value through
profit or loss
Derivatives (assets)

Liabilities

Derivatives (liabilities)

25

31/12/2011

(in millions of euros)

Assets
Financial assets held for trading
Financial assets designated at fair value through
profit or loss
Derivatives (assets)

Liabilities

Derivatives (liabilities)

25

Financial instruments whose fair value is determined using a valuation technique based on non-observable data correspond to non-consolidated
unlisted securities.

126

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS EARNINGS PER SHARE

28. Earnings per share


Notes

31/12/2012

31/12/2011

52.7

93.0

52.7

93.0

Net income Group share in discontinued operations

Impact of diluting instruments

Diluted net income Group share in discontinued operations

52.7

93.0

52.7

93.0

51,727,115

51,655,339

51,727,115

51,655,339

67,971

40,296

51,795,086

51,695,635

Net income Group share per share

1.02

1.80

Diluted net income Group share per share

1.02

1.80

Net income Group share in discontinued operations per share

Diluted net income Group share in discontinued operations per share

Net income Group share in continuing operations per share

1.02

1.80

Diluted net income Group share in continuing operations per share

1.02

1.80

51,992,262

51,802,133

735

7,317

143,429

272,464

290,958

51,727,115

51,655,339

Net profit for calculating earnings per share (in millions of euros)
Net income Group share
Impact of diluting instruments:
Diluted net income Group share

Net income Group share in continuing operations


Impact of diluting instruments
Diluted net income Group share in continuing operations

Number of shares used for calculating earnings per share


Average number of shares outstanding
Shares to be provided to redeem BRS
Average number of shares used for the calculation
Impact of diluting instruments (stock subscription options and bonus shares)
Average diluted number of shares in circulation

(1)

Earnings per share (in euros)

Note (1)
Number of shares at the opening of the financial year
Increase in the average number of shares associated with redemption of BRS
Increase in the average number of shares associated with the exercise of
share subscription options
Average number of own shares outstanding
Average number of shares used for the calculation

ICADE 2012 FINANCIAL AND LEGAL REPORT 127

CONSOLIDATED FINANCIAL STATEMENTS COMMITMENTS TO PERSONNEL

29. Commitments to personnel


29.1. VARIATION IN COST OF SERVICES RENDERED AND FAIR VALUE OF HEDGING
31/12/2012
(in millions of euros)

Opeening
g acctuarial debt

(1)

Impact of changes in plaan costs


of beeneffitss to be amortizzed

Commitment
not hedged

Total

Commitment
hedged

Commitment
not hedged

13.0

Total

13
3.0

13.0

13.0

0.4

0.4

Impact of changes in consolidation


and otheer movements

(2)

(0
0.2)

(0
0.2)

(0.5)

(0.5)

Cost of services rendered during the


year

(a)

1.2

1.2

1.0

1.0

Financial cost for the year

(a)

0.6

0.6

0.3

0.3

Past service costs recognized

(a)

0.7

0.7

0.6

0.6

(a)

2.5

2.5

1.9

1.9

Benefits paid out

(3)

(1.2)

(1.2)

(1.9)

(1.9)

Actuarial (gains) losses for the year

(4)

(0.4)

(0.4)

1.1

1.1

Past service costs recognized

(5)

(0.7)

(0.7)

(0.6)

(0.6)

Clossing
g acctuarial liability

(A)=(1)+(2)+
(a)+ (3)+(4)+(5)

13
3.4

13
3.4

13.0

13.0

Costs for the period

Value of hedging assets


Opening fair value of hedging assets

(6)

Impact of changes in consolidation and


other movements

(7)

Impact of capping hedging assets


recognized

Amount of charges to be repaid


recorded separately under assets

Return on assets

(b)

Contributions

(b)

Benefits provided

(b)

Actuarial gains (losses) for the year

(b)

(B)=(6)+(7)+ (b)

Closing fair value of hedging


assets

128

31/12/2011

Commitment
hedged

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS COMMITMENTS TO PERSONNEL

29.2. AMOUNTS RECOGNIZED ON THE BALANCE SHEET AND INCOME STATEMENT


31/12/2012

31/12/2011

Commitment
hedged

Commitment
not hedged

Total

Commitment
hedged

Commitment
not hedged

Total

13.4

13.4

13.0

13.0

Fair value of hedging assets

Net actuarial debt at closing

13.4

13.4

13.0

13.0

Cost of benefits provided not recognized still to


be spread

3.5

3.5

4.6

4.6

Liab
bilitiiess recognized in the balan
nce
e sh
heet

16.9

16.9

17.6

17.6

Cost of services rendered during the year

1.2

1.2

1.0

1.0

Financial cost for the year

0.6

0.6

0.3

0.3

0.1

0.1

Actuarial (gains) losses for the year

(0.4)

(0.4)

1.1

1.1

Past service costs recognized

(0.7)

(0.7)

(0.6)

(0.6)

0.7

0.7

1.9

1.9

(in millions of euros)

Closing actuarial liability

Return on assets

Impact of reduction or liquidation of plan


Inco
ome
e an
nd expenses recognized in
n th
he
inco
ome
e sttatement

29.3. VARIATION IN NET LIABILITIES RECOGNIZED ON THE BALANCE SHEET


31/12/2012

31/12/2011

Commitment
hedged

Commitment
not hedged

Total

Commitment
hedged

Commitment
not hedged

Total

Net liabilities at opening

17.6

17.6

18.1

18.1

Impact of changes in consolidation and


other movements

(0.2)

(0.2)

(0.5)

(0.5)

0.7

0.7

1.9

1.9

(1.2)

(1.2)

(1.9)

(1.9)

16.9

16.9

17.6

17.6

(in millions of euros)

Income and expenses recognized in the income


statement
Benefits paid out
Contributions paid
Net liab
bilitties at closing

Commitments to personnel were valued on 31 December 2012


according to the terms and conditions of the Single Group
Agreement signed on 17 December 2012.
The impact of this new agreement on the evaluation of retirement
benefits was (0.4) million euros and, as it was a modification of a
regime, it corresponds to the cost of past services not recognised
over the financial year and remaining to be paid.

In total, the cost of services rendered that are not recognised and
remain to be spread, related to the various changes of regime,
stood at 3.5 million on 31 December 2012, against 4.6 million
on 31 December 2011.
Under the application of the revised IAS 19 standard, the cost
of services rendered but not yet recognised will affect the net
situation on opening the financial years on 1 January 2012 and
1 January 2013 (see note 39).

ICADE 2012 FINANCIAL AND LEGAL REPORT 129

CONSOLIDATED FINANCIAL STATEMENTS COMMITMENTS TO PERSONNEL

The following actuarial assumptions were used:

discount rate: 2.80% at 31 December 2012 and 3.05% at


31 December 2011;
The discount rate chosen from closure on 31 December
2012 is now defined in relation to the reference iBoxx
Corporates AA 10+. This reference is, to our knowledge,
the most explicit representation of the yield of top-ranking
corporate bonds as of 31 December 2012.

male/female mortality tables: TH 2008 - 2010 and TF 2008 2010 to 31/12/2012;

inflation rate: 2%;

retirement age from 2008: 62 for employed categories


and employees, technicians and supervisors and 64 for
managers.

Wage increases and staff turnover rates are defined by business,


occupational category and age range. Social security and tax rates
on salaries are defined by job and occupational category. Pension
payments are valued according to the probable determination method.
Moreover, the Group recognizes long-term commitments in the
form of long-service bonuses and jubilee payments.

31/12/2012

31/12/2011

Long-service bonuses and jubilee payments

4.2

1.1

Long-term benefits

4.2

1.1

(in millions of euros)

The impact of the single agreement on the valuation of longservice bonuses is booked to earnings in the same way as the
impact of the change of reference rates at the iBoxx Corporates
AA 7-10 rates.

Finally, in the light of current decisions taken by management, endof-employment-related benefits affecting the Groups employees
(excluding affiliated parties, see note 33) are not covered by any
provision.

31/12/2012

31/12/2011

Compensation for termination of employment contract, if any

1.5

1.3

Total not recognized

1.5

1.3

(in millions of euros)

130

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS HEADCOUNT

30. Headcount
Managerial personnel
Average workforce

Non-managerial personnel
Average workforce

Total Headcount
Average workforce

31/12/2012

31/12/2011

31/12/2012

31/12/2011

31/12/2012

31/12/2011

75

81

43

72

118

153

Development

581

597

349

361

930

958

Services

243

281

182

276

425

557

Others

166

159

39

32

205

191

1,065

1,118

613

741

1,678

1,859

Property investment

Total workforce

31. Stock option subscription and bonus share plans


As part of the delegation received by the Combined Ordinary
and Extraordinary General Meeting of 15 April 2009, the Board of
Directors on 16 February 2012 decided the terms of a new stock
option plan intended for executives as well a bonus share plan for
all Group employees, whose characteristics are presented below.

31.1. STOCK OPTION SUBSCRIPTION


PLANS
The following stock option subscription plans were current at
31 December 2012:

Description of the 2006, 2007, 2008 and 2011 share


option plans
The characteristics of the stock subscription plans current at
31December 2012 and share price movements during fiscal
2012 are presented in the following table:

ICADE 2012 FINANCIAL AND LEGAL REPORT 131

CONSOLIDATED FINANCIAL STATEMENTS STOCK OPTION SUBSCRIPTION AND BONUS SHARE PLANS

2006 plans: completed

2007 plans: completed

2008 plans: completed

Plan 2011

1- 2006

2- 2006

1- 2007

2- 2007

1- 2008

1.2- 2008

1- 2011

(a)

(b)

(a)

(b)

(a)

(a)

(a)

Allocation date

29/06/06

29/06/06

08/01/07

08/01/07

03/01/08

24/07/08

03/03/11

Date of amendment of unrelated


performance conditions at market

14/12/06

3.8 years

4 years

4 years

4 years

4 years

4 years

Acquisition period
Lifespan

Total of
plans

Average
exercise
prices per
share ()

4 years

6 years

6 years

6 years

6 years

6 years

7 years

430,240

816,650

456,000

188,000

54,500

145,000

31.72

31.72

47.31

47.31

103.01

66.61

Number of adjusted shares as


at 1 January 2012

23,284

277,052

344,034

142,614

55,045

138,500

Number of options assigned over


the period (decision of the board
meeting dated 16/02/2012)

1,500

1,500

66.61

Adjustments

Number of options exercised during


the period

4,346

12,164

16,510

63.44

Number of options cancelled during


the period

410

7,640

12,386

29,200

1,500

51,136

78.89

18,938

264,478

283,416

63.44

Number of options in circulation


at 31 December 2012

344,034

134,974

42,659

110,800

145,000

777,467

85.81

Of which assigned to related parties

43,318

42,659

85,000

95,000

265,977

Of which may be exercised at the end


of the period

344,034

134,974

42,659

110,800

performance conditions related to


the market

acquired:
22.5%

NA

acquired:
22.5%

NA

acquired:
15%

0.0%

0.0%

performance conditions not


related to the market

acquired:
30.0%

acquired:
30.0%

NA

acquired:
22.5%

NA

0.0%

Number of options granted


Exercise price ()(1)

Number of options cancelled (plan


expired)

8 years
147,500 2,237,890
80.86
146,500 1,127,029

80.83

Fulfilment of performance
conditions

Parity

(1)

1 option = 0.5 share

1 option = 1 share

Potential number of shares

172,017

67,487

42,659

110,800

145,000

Exercise price per share ()

63.44

63.44

94.62

94.62

103.01

66.61

80.86

Average share price on the date


of exercising options ()

537,963
85.81
63.32

(1) Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of stock options, following the distribution of
part of the 2006 and 2007 dividends by drawing on reserves (Boards of Directors of 31 August 2007 and 16 April 2008).
(a) Stock-option plans with performance conditions related and not related to the market.
Plans 1-2006, 1-2007 and 1-2008: The performance condition is based on the achievement of an annual NPGS rate and the development of the price of Icade
shares compared to a reference price.
Plan 1-2-2008: The performance condition is based on the development of the price of Icade shares compared to the development of the IEIF index.
Plan 1-2011: The performance condition is based on the achievement of the rate of the net annual cash ow and the development of the price of Icade shares
compared to the development of the IEIF index.
(b) Stock-option plans without performance conditions.

The period for exercising the plans 1-2006 and 2-2006 expired on 29 June 2012.
At 31 December 2012, 632,467 share subscription options representing 392,963 actions were exercisable for Plans 1-2007, 2-2007,
1-2008, and 1.2-2008.

132

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS STOCK OPTION SUBSCRIPTION AND BONUS SHARE PLANS

Valuation methodology: Fair value of stock option subscription plans


2007 plans: completed

2008 plans: completed

Plan 2011

1- 2007

2- 2007

1 - 2008

1.2 - 2008

1 - 2011

Plan 1

Plan 2

Plan 1

Plan 2

Plan 1

12.81

12.81

35.75

13.92

19.00

Probability of service

100.00%

100.00%

94.81%

94.00%

85.49%

Risk-free interest rate

3.95%

3.95%

4.00%

4.75%

3.38%

20%

20%

40%

32%

33%

Expected dividend rate

1.32%

1.32%

3.19%

4.73%

4.00%

Price of underlying stock

49.61

49.61

105.00

71.90

82.43

Exercise price

47.31

47.31

103.01

66.61

80.86

Trinomial

Trinomial

Trinomial

Trinomial

Trinomial

Average weighted fair value of the option

Expected volatility

Model used

31.2. BONUS SHARE PLANS


The free share assignment plans 1-2012 and 2-2012 specify the assignment of 15 free shares per employee or manager.
The free share assignment plan 2-2012 dedicated to members of the executive committee and members of the coordination
committee includes:

50% unconditional free shares;

50% of free shares conditional on the achievement of a non-market-related performance condition.

The following table shows the characteristics of the bonus share plans current on 31 December 2012:
Number of shares
adjusted

Original characteristics of the Plans

Plans

Number
of shares
assigned
at the
Allocation Acquisition
origin of
date
period Lifespan the plan

Number of shares on
1 January 2012

Movements over
the period

Number of shares as at
31 December 2012

including including
including including
including including
number number
number number including
number number including
Adjustment of shares of shares Exchange of shares of shares subject to
shares cancelled of shares of shares subject to
parity(3) acquired assigned
parity(2) acquired assigned conditions(3) outstanding shares acquired assigned conditions(3)

19/01/09

2 years 4 years

78,876

1.53

113,011

5/39

14,489

6,139

14,489

01/07/09

2 years 4 years

37,500

1.13

42,219

5/39

5,412

5,412

5,412

5,412

29/09/09

2 years 4 years

46,500

1.13

52,351

5/39

6,713

6,713

2011

03/03/11

2 years 4 years

17,660

910

10

14,980

1 - 2012

02/03/12

2 years 4 years

26,190

2 - 2012(4) 02/03/12

2 years 4 years

28,290

2009

(1)

Total

- 207,581

10

15,890

1,305

24,885

184

28,106

28,106

26,623

15,890

11,551

67,971

33,518

2,399 26,624

(1) Plans originally issued by Compagnie La Lucette.


Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of bonus shares.
(2) After merger of Compagnie la Lucette by Icade decided at the general meeting of 29 October 2010 applying the exchange parity used, i.e. 39 CLL shares for 5 Icade shares.
(3) The Board of Directors of Compagnie la Lucette of 7 September 2010 decided to transfer the bonus Icade shares assigned to certain beneciaries the performance conditions of the original plan, related to the market as a function of the
Total Shareholder Return (TSR) index.
(4) The 2-1012 free shares plan is discretionary: at the end of each nancial year, fty percent (50%) of the allocation may be acquired according to the performance conditions determined on achievement of net current cash ow.

ICADE 2012 FINANCIAL AND LEGAL REPORT 133

CONSOLIDATED FINANCIAL STATEMENTS STOCK OPTION SUBSCRIPTION AND BONUS SHARE PLANS

31.3. IMPACT OF SHARE SUBSCRIPTION PLANS ON PROFIT/LOSS FOR THE FINANCIAL YEAR
Bearing in mind the vesting conditions for length of service in the Group, the impact of the stock option plans and bonus share plans
corresponds to a charge of 2.5 million for fiscal 2012 versus a charge of 2.2 million for fiscal 2011. This charge includes 0.5 million
in respect of related parties in fiscal 2012 versus 1.1 million in fiscal 2011.

32. O~-balance sheet commitments


31/12/2012

31/12/2011

1,175.2

953.9

929.5

436.9

1.4

5.0

28.6

3.9

2,134.7

1,399.7

Endorsement and sureties, guarantees given

324.2

605.0

Commitments on property reservations

391.1

342.1

Liability guarantees granted

39.3

43.5

Other commitments made

233.0

214.0

Total liability commitments

987.6

1,204.6

(in millions of euros)

Commitments received
Endorsements and sureties, guarantees received
Unused credit facilities
Liabilities guaranteed
Other commitments received
Total asset commitments
Commitments made
Pledged securities

Other commitments given relate mainly to work to be completed.


Off-balance sheet commitments related to financing are described in notes 23 and 26 to the financial statements dealing with financial
debt and financial risk management respectively.
Reciprocal off balance sheet commitments relating to purchases of land and property reserves amounted to 241.4 million at
31December 2012 versus 183.7 million at 31 December 2011.

OFF-BALANCE-SHEET COMMITMENTS BY MATURITY

31/12/2012

Less than one


year

One to five years

More than
five years

2,134.7

211.6

1,391.9

531.2

987.6

645.0

293.2

49.4

31/12/2011

Less than
one year

One to five years

More than
five years

Commitments received

1,399.7

474.9

479.5

445.3

Commitments made

1,204.6

843.2

289.0

72.4

(in millions of euros)

Commitments received
Commitments made

(in millions of euros)

134

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS RELATED PARTIES

33. Related parties


33.1. REMUNERATION OF SENIOR EXECUTIVES
31/12/2012

31/12/2011

4.5

6.7

Share based payments

0.5

1.2

Benefitts recognized

5.0

7.9

Compensation for termination of employment contract

3.6

3.7

Tota
al no
ot recognized

3.6

3.7

Total

8.6

11.6

(in millions of euros)

Short term benefits (salaries, bonuses, etc.)


Post-employment benefits
Long term benefits

(1)

(1)

(1)

(1) Figures include employers charges.

The senior executives were the persons during or at fiscal year-end, were directors or members of the executive committee of Icade SA.
The share subscription options granted to affiliated parties are detailed in note 31.

33.2. RELATIONS WITH AFFILIATED PARTIES


31/12/2012

31/12/2011

Parent
company

Others

Total

Parent
company

Others

Total

Holding of shares in intra-group company

60.0

60.0

Related receivables

366.2

366.2

Assets held for sale

Related payables

9.0

330.8

339.8

2.9

421.2

424.1

Guarantees given

Guarantees received

Other commitments received

(in millions of euros)

Transactions with related parties are executed under normal


market conditions.
The main transactions are:

the financing granted by Icade to Silic, for an amount of


350.0 million in principle is shown in related receivables,
remunerated by interest income of 4.5 million over the
2012 financial year;

loans from companies affiliated with the Caisse des Dpts,


generating interest charges of 8.2 million and 11.1 million
for fiscal 2012 and 2011, respectively;

property transactions for an overall price of 33.0 million, of


which 30.0 million were sales by property development and
3.0 million were sales of housing units made by property
investment.

ICADE 2012 FINANCIAL AND LEGAL REPORT 135

CONSOLIDATED FINANCIAL STATEMENTS EVENTS AFTER CLOSURE

34. Events after closure


The funds related to mortgage financing of 200 million of a
duration of 12 years, put in place at the end of the year with an
institutional investor, were raised at the end of January 2013.
This financing is backed by the Pont de Flandre business Park
located in Paris.

The Caisse des Dpts is engaged in buying back shares in the


company Paris Nord Est, held by the Icade Group, via an irrevocable
acquisition offer received on 15 January 2013.
On 21 January 2013, an undertaking to sell, subject to suspensive
conditions, was signed concerning 11 warehouses. The financial
consequences related to it were shown in the financial statements
for the 2012 financial year.

35. Interests in joint ventures


31/12/2012
Non-current
assets

Current
assets

Non-current
liabilities

Current
liabilities

Shareholders
equity

173.7

31.4

3.0

202.4

(0.3)

Property development companies

223.9

4.2

224.8

(24.1)

Other companies

Non-current
assets

Current
assets

Non-current
liabilities

Current
liabilities

Shareholders
equity

184.2

35.8

2.9

212.8

4.3

Property development companies

155.1

11.2

152.0

(10.0)

Other companies

(in millions of euros)

Property investment companies

31/12/2011
(in millions of euros)

Property investment companies

31/12/2012
(in millions of euros)

Property investment companies


Property development companies
Other companies

31/12/2011

Income

Expenses

Income

Expenses

30.9

(31.1)

24.1

(26.5)

136.6

(146.2)

44.7

(45.4)

35.1. COMMITMENT IN THE CAPITAL OF JOINT VENTURES


31/12/2012
Average
percentage
of interest

Share
capital

Property investment companies

44.80%

Property development companies

(in millions of euros)

Other companies

136

ICADE 2012 FINANCIAL AND LEGAL REPORT

31/12/2011

Capital

Average
percentage
of interest

Share
capital

Capital

293.1

131.3

44.80%

293.1

131.3

32.95%

1.7

0.6

30.63%

7.8

2.4

CONSOLIDATED FINANCIAL STATEMENTS INTERESTS IN JOINT VENTURES

35.2. POSSIBLE LIABILITIES ON JOINT VENTURES


31/12/2012

31/12/2011

Potential

Icades quota

Potential

Potential

Icades quota

Potential

Property investment companies

220.8

232.4

Property development companies

289.0

237.8

Other companies

(in millions of euros)

36. Equity-accounted securities


31/12/2012
Gross

Impairments

Net

1.3

1.3

Share in profit/(loss) of the financial year

(0.7)

(0.7)

Dividends paid

(0.6)

(0.6)

Impact of changes in consolidation scope

Other movements

Share in
n net assets of equity-acco
oun
nte
ed companies att 31/12/20
012

Gross

Impairments

Net

Share in
n net assets of equity-acco
oun
nte
ed companies att 31/12/20
010

3.8

3.8

Share in profit/(loss) of the financial year

1.0

1.0

(3.5)

(3.5)

Impact of changes in consolidation scope

Other movements

1.3

1.3

(in millions of euros)

Share in
n net assets of equity-acco
oun
nte
ed companies att 31/12/20
011

31/12/2011
(in millions of euros)

Dividends paid

Share in
n net assets of equity-acco
oun
nte
ed companies att 31/12/20
011

ICADE 2012 FINANCIAL AND LEGAL REPORT 137

CONSOLIDATED FINANCIAL STATEMENTS SCOPE OF CONSOLIDATION

37. Scope of consolidation


Financial year

2012

2011

Legal form

% Direct
holding

% Interest
2012

Method of
consolidation

% Interest
2011

SA

100.00

100.00

CC

100.00

SAS

100.00

100.00

CC

100.00

68 VICTOR HUGO

SCI

100.00

100.00

CC

100.00

BASSIN NORD

SCI

50.00

50.00

PC

50.00

BATI GAUTIER

SCI

100.00

100.00

CC

100.00

SAS

100.00

100.00

CC

100.00

PARC DU MILLNAIRE

SCI

100.00

100.00

CC

100.00

PDM 1

SCI

100.00

100.00

CC

100.00

PDM 2

SCI

100.00

100.00

CC

100.00

PDM 3

SCI

Absorbed

CC

100.00

SEVERINE

SCI

60.00

60.00

CC

60.00

ICADE CBI

SNC

100.00

100.00

CC

100.00

ICADE LEO LAGRANGE (ex VILLEJUIF)

SCI

100.00

100.00

CC

100.00

MESSINE PARTICIPATIONS

SCI

100.00

100.00

CC

100.00

69 BLD HAUSSMANN

SCI

100.00

100.00

CC

100.00

MORIZET

SCI

100.00

100.00

CC

100.00

CAMILLE DESMOULINS

SCI

100.00

100.00

CC

100.00

1 TERRASSE BELLINI

SCI

33.33

33.33

PC

33.33

ICADE RUE DES MARTINETS

SCI

100.00

100.00

CC

100.00

SAS

100.00

100.00

CC

100.00

LES TOVETS

SCI

100.00

100.00

CC

100.00

POLICE DE MEAUX (PCM)

SCI

100.00

100.00

CC

100.00

SCI SOUTHERN BUILDING IN PONTOISE HOSPITAL

SCI

100.00

100.00

CC

100.00

SCI BSM IN CHU AT NANCY

SCI

100.00

100.00

CC

100.00

LE TOLBIAC

SCI

100.00

100.00

CC

100.00

CHAMBOLLE

SCI

100.00

100.00

CC

100.00

MOREY

SCI

100.00

100.00

CC

100.00

MONDOTTE

SCI

100.00

100.00

CC

100.00

SNC

100.00

100.00

CC

100.00

SCI

Liquidation

CC

100.00

SAS

Absorbed

CC

100.00

Company name

ICADE
ICADE FINANCES
PROPERTY INVESTMENT
Businesss

CFI

Offices France

ICADE TOUR DESCARTES

MISTRAL
LOIRE
MILU INVESTISSEMENTS

138

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS SCOPE OF CONSOLIDATION

Financial year

2012

2011

Legal form

% Direct
holding

% Interest
2012

Method of
consolidation

% Interest
2011

NANTERRE ETOILE PARK

SCI

100.00

100.00

CC

100.00

SCI Gascogne

SCI

100.00

100.00

CC

100.00

EVRY MOZART

SCI

100.00

100.00

CC

100.00

EVRY EUROPEEN

SCI

100.00

100.00

CC

100.00

SAS ODYSSEUM

SAS

50.00

50.00

PC

50.00

ICADE BRICOLAGE

SAS

100.00

100.00

CC

100.00

ICADE BRICOLAGE CBI

SNC

100.00

100.00

CC

100.00

ICADE SANTE

SAS

62.79

62.79

CC

100.00

SAINT LAZARE

SCI

62.79

62.79

CC

0.00

ESPACE SANTE DU PETUREAU

SCI

62.79

62.79

CC

0.00

POLE SANTE SUD - CMTR

SCI

62.79

62.79

CC

0.00

SAS

100.00

100.00

CC

100.00

PAYS DE LOIRE

SCI

100.00

100.00

CC

100.00

BAS LONGCHAMPS

SCI

Liquidation

CC

100.00

SARCELLES

SCI

100.00

100.00

CC

100.00

SAS

100.00

99.99

CC

99.99

SCI ZEUGMA

SCI

100.00

100.00

CC

100.00

SCI MARIGNANE LA PALUN

SCI

100.00

100.00

CC

100.00

SCI 21 (TRANSALLIANCE)

SCI

100.00

100.00

CC

100.00

GMBH

100.00

100.00

CC

100.00

KABALO Grundstcks-Verwaltungsgesellschaft & Co KG

KG

100.00

100.00

CC

100.00

ICADE REIT

BV

100.00

100.00

CC

100.00

Company name

Businessse
es

Pub
blic and
d healthcare amenities

Hou
using
g
ICADE COMMERCES

SARVILEP
Ware
eho
ousses

Officces Germany
ICADE REIM GERMANY GMBH

ICADE REIM AHRENSDORF GMBH

GMBH

Disposal

CC

100.00

ICADE REIM ARNULFSTRASSE MK 8 GMBH

GMBH

Disposal

CC

100.00

ICADE REIM ARNULFSTRASSE MK 9 GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM DACHAUER STRASSE GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM FRIESENSTRASSE HAUS 3 GMBH

GMBH

Disposal

CC

100.00

ICADE REIM FRIESENSTRASSE HAUS 4 GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM GOLDSTEINSTRASSE GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM HOHENZOLLERNDAMM GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM INDUSTRIESTRASSE (PRO 1) GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM INDUSTRIESTRASSE (PRO 3) GMBH

GMBH

100.00

100.00

CC

100.00

ICADE 2012 FINANCIAL AND LEGAL REPORT 139

CONSOLIDATED FINANCIAL STATEMENTS SCOPE OF CONSOLIDATION

Financial year
Company name

2012
Legal form

% Direct
holding

2011

% Interest
2012

Method of
consolidation

% Interest
2011

Disposal

CC

100.00

ICADE REIM KOCHSTRASSE GMBH

GMBH

ICADE REIM MERCEDESSTRASSE GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM RHINSTRASSE GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM SALZUFERSTRASSE GMBH

GMBH

100.00

100.00

CC

100.00

ICADE REIM TURLENSTRASSE GMBH

GMBH

100.00

100.00

CC

100.00

KABALO Grundstcks-Verwaltungsgesellschaft GMBH

GMBH

94.90

100.00

CC

100.00

SA

100.00

100.00

CC

100.00

Serv
vice
es Spain
IMMOBILIARIA de la CDC ESPANA
DEVELOPMENT
GRO
OUPE ICADE PROMO
OTION LOGE
EMEN
NT
Breakdown by consolidation mode
IPL (2012: 123 companies) / (2011: 133 companies)

CC

IPL (2012: 77 companies) / (2011: 79 companies)

PC

IPL (2012: 19 companies) / (2011: 19 companies)

EM

ICAD
DE PRO
OMOTION
ICADE PROMOTION

SASU

100.00

100.00

CC

100.00

PARIS BERTHELOT

SCI

50.00

50.00

PC

50.00

ODYSSEUM 2

SCI

77.00

77.00

CC

77.00

SNC

50.00

50.00

PC

50.00

SCI

100.00

100.00

CC

100.00

ICADE G3A PROMOTION

SNC

100.00

100.00

CC

100.00

LES BUREAUX DE LILE DE NANTES

SNC

100.00

100.00

CC

100.00

AMENAGEMENT CROIX DE BERNY

SARL

62.70

62.70

CC

62.70

PARIS NORTH EAST

SAS

30.00

30.00

PC

30.00

ICADLEO

SNC

66.67

66.67

CC

66.67

SORIF ICADE LES PORTES DESPAGNE

SNC

50.00

50.00

PC

50.00

ICADE DOCKS DE PARIS

SNC

100.00

100.00

CC

100.00

VILLEJUIF GUIPONS

SCI

100.00

100.00

CC

100.00

PORTES DE CLICHY

SCI

50.00

50.00

PC

50.00

SAS

50.00

50.00

PC

50.00

SCI

50.00

50.00

PC

50.00

SCCV

50.00

50.00

PC

50.00

SNC SAMICADE

SNC

50.00

50.00

PC

50.00

CLAUDE BERNARD LOT T

SAS

Liquidation

PC

50.00

SNC DU PLESSIS BOTANIQUE

SNC

100.00

100.00

CC

100.00

SNC GERLAND 1

SNC

50.00

50.00

PC

50.00

SNC GERLAND 2

SNC

50.00

50.00

PC

50.00

PB 31 PROMOTION
NERUDA FONTANOTS

TOULOUSE CANCEROPOLE
MONTROUGE CAP SUD
SCCV SAINT DENIS LANDY 3

140

ICADE 2012 FINANCIAL AND LEGAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS SCOPE OF CONSOLIDATION

Financial year

2012

2011

Legal form

% Direct
holding

% Interest
2012

Method of
consolidation

% Interest
2011

CITE SANITAIRE NAZARIENNE

SNC

60.00

60.00

CC

60.00

SNC DU CANAL ST LOUIS

SNC

100.00

100.00

CC

100.00

SCI

50.00

50.00

PC

50.00

SNC ROBINI

SNC

50.00

50.00

PC

50.00

ICAPROM

SNC

45.00

45.00

PC

45.00

SCCV

72.50

72.50

CC

72.50

ARKADEA

SAS

50.00

50.00

PC

50.00

SAMICADE GUADELOUPE

SNC

50.00

40.00

PC

40.00

CHRYSALIS DEVELOPPEMENT

SAS

35.00

35.00

PC

35.00

SCCV

50.00

50.00

PC

50.00

MACDONALD COMMERCES

SCI

100.00

99.99

CC

99.99

SCI 15 AVENUE DU CENTRE

SCI

50.00

50.00

PC

50.00

SAS CORNE OUEST VALORISATION

SAS

25.00

25.00

EM

25.00

SAS CORNE OUEST PROMOTION

SAS

25.00

25.00

EM

25.00

SAS ICADE-FF-SANTE

SAS

65.00

65.00

CC

0.00

SCI BOURBON CORNEILLE

SAS

99.99

99.99

CC

0.00

ICADE ARCOBA

SAS

100.00

100.00

CC

100.00

ICADE GESTEC RS

SAS

100.00

100.00

CC

100.00

SAS

100.00

100.00

CC

100.00

Absorbed

CC

100.00

100.00

CC

100.00

Company name

CAP EST LOISIR

SCCV LE PERREUX CANAL

MACDONALD BUREAUX

ICAD
DE ARC
COBA

ICAD
DE SET
THRI SETAE
ICADE SETHRI - SETAE
SERVICES
ICADE SERVICES

SAS

PRO
OPER
RTY
Y MANAGEMENT
ICADE PROPERTY MANAGEMENT

SASU

100.00

ICAD
DE ADMINISTRATIO
ON DE BIENS
S
ICADE RESIDENCES SERVICES

SASU

Disposal

CC

100.00

EURO CAMPUS

SARL

Disposal

CC

60.00

CON
NSEILS
S & SOLUTION
NS
ICADE SURETIS

SAS

100.00

100.00

CC

100.00

I PORTA

SAS

100.00

100.00

CC

100.00

SASU

100.00

100.00

CC

100.00

ICADE CONSEIL

SAS

100.00

100.00

CC

100.00

ICADE EXPERTISE

SAS

100.00

100.00

CC

100.00

ICADE ASSET MANAGEMENT

SAS

100.00

100.00

CC

100.00

ICADE TRANSACTIONS

ICADE 2012 FINANCIAL AND LEGAL REPORT

141

CONSOLIDATED FINANCIAL STATEMENTS FEES OF STATUTORY AUDITORS

38. Fees of statutory auditors


The Statutory Auditors fees booked to the income statement as at 31 December 2012 consist solely of 2.6 million in fees invoiced
for the legallyrequired audit of the financial statements.

39. List of standards and interpretations


not applied early
Date of adoption
by the European
Union

Date of mandatory
adoption(1)

Amendment to IAS 1: Presentation of financial statements

5 June 2012

1 July 2012

Amendment to IAS 19: Personnel benefits

5 June 2012

1 July 2012

IFRS 10: Consolidated financial statements

11 December 2012

1 January 2014

IFRS 11: Partnerships

11 December 2012

1 January 2014

IFRS 12: Information to be supplied on interests held in other entities

11 December 2012

1 January 2014

Modifications to IAS 27: Individual financial statements

11 December 2012

1 January 2014

Modifications to IAS 28: Investments in associates and joint ventures

11 December 2012

1 January 2014

Amendment to IAS 12: Income taxes Deferred tax: collection of underlying assets

11 December 2012

1 January 2013

Amendment to IFRS 1: First application of international financial information standards


Serious hyperinflation and elimination of firm application dates for first adopters

11 December 2012

1 January 2013

IFRS 13: Valuation at fair value

11 December 2012

1 January 2013

IFRIC 20: stripping costs in the production phase of a surface mine

11 December 2012

1 January 2013

Amendment to IFRS 7: Financial instruments: information to be supplied - Compensation


of financial assets and financial liabilities

13 December 2012

1 January 2013

Amendments to IAS 32: Financial instruments: presentation - Compensation of financial


assets and financial liabilities

13 December 2012

1 January 2014

(1) Financial years open from:

142

The Group estimates that the application of the amendment


to the IAS 1 standard Presentation of other elements of
overall earnings on 1 January 2013 should have a limited
impact on the presentation of the other elements of the
Groups overall earnings.

that exist and are not yet recognised, which until then
could be amortised, will also be recognised immediately
in shareholders equity. The new cost of past services
(generated after adoption of the revised standard) will be
recognised immediately and totally in earnings.

The application of the revised IAS 19 standard personnel


benefits, from 1 January 2013, modifies the recognition
of post-employment benefits in particular. The standard
eliminates the options relative to the recognition of actuarial
differences, which are now recognised, mandatorily, in
shareholders equity. The stock of past ser vice costs

This amendment applies retrospectively, in accordance


with the application of the IAS 8 standard.

ICADE 2012 FINANCIAL AND LEGAL REPORT

The recognition of other long-term benefits is not modified


by the new standard.

CONSOLIDATED FINANCIAL STATEMENTS LIST OF STANDARDS AND INTERPRETATIONS NOT APPLIED EARLY

The standards IFRS 10 Consolidated Financial Statements,


IFRS 11 Joint Arrangements and IFRS 12 Disclosure of
Interests in Other Entities will apply from 1 January 2014,
retrospectively to 1 January 2013.
The Group does not anticipate any change to its scope
with regard to the new definition of control shown in the
IFRS 10 standard.
An analysis is under way of the impact of the IFRS 11 standard
on the presentation of the Groups consolidated financial
statements.
The companies under joint control on 31 December 2012
that meet the definition of joint-venture according to
IFRS 11, will no longer be consolidated by proportional
consolidation on 1 January 2014, but according to the
equity method.

The IFRS 13 standard Fair value measurement defines


the concept of fair value of an asset or liability for all of
the IFRS standards and presents the rules applicable to
determine it. It is a valuation standard, with no impact on
the accounting methods applied by the Group.
The analysis of the impact of the standard is in progress.
This standard is applicable from the financial years open
from 1 January 2013 prospectively.

The Group estimates that application of the other standards on


1 January 2013 or 1 January 2014 should have no significant
impact on the accounting methods applied and the presentation
of the consolidated financial statements.

ICADE 2012 FINANCIAL AND LEGAL REPORT 143

144

ICADE 2012 FINANCIAL AND LEGAL REPORT

Statutory Auditors report


on the consolidated

  

Statutory Auditors report on the


J@"@X;$?$?J;?X"?^" .................................................. 146

ICADE  2012 FINANCIAL AND LEGAL REPORT 145

STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Chapter 4
Statutory Auditors report on the

 
  

FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012

This is a free translation into English of the statutory auditors report on the consolidated financial statements issued in French and is
provided solely for the convenience of English speaking users. The statutory auditors report includes information specifically required by
French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements
and includes an explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters.
These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not
to provide separate assurance on individual account captions or on information taken outside of the financial statements.
This report also includes information relating to the specific verification of information presented in the Groups management report.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.

To the Shareholders,
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146

ICADE  2012 FINANCIAL AND LEGAL REPORT

STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

II - JUSTIFICATION OF OUR ASSESSMENTS


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ICADE  2012 FINANCIAL AND LEGAL REPORT 147

Individual annual
accounts
1. Financial statements .................................................................... 150
1.1. Balance Sheet ............................................................................................................ 150
1.2. Income Statement ..................................................................................................... 152

NOTES TO THE FINANCIAL STATEMENTS .................................... 154


 ["@]#?J;?X?! ................................................. 154
2.1. Combination of Icade with Silic ................................................................................ 154
2.2. 
   


............................................................. 155
2.3. 
  
  

!   "  

 
 
 .......................................................................... 155
2.4. Legal reorganisation .................................................................................................. 155
2.5. Capital increases ........................................................................................................ 155

 JJ@;'^#@$"?$!;J;X" ......................................... 156


Standards applied ...................................................................................................... 156
Bases of assessment, judgments and use of estimates .......................................... 156
"  #
   .......................................................................... 156
Intangible assets ........................................................................................................ 156
Tangible assets ........................................................................................................... 156
 "   
 ..................................................................................................... 157
Procedures for conducting impairment tests for tangible
and intangible assets ................................................................................................. 157
3.8. $
 


%
   
 ................................................................... 158
3.9. Borrowing costs ......................................................................................................... 158
3.10.&
 
    #
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+ "   ............. 158
3.11. "  .................................................................................................................... 159

3.1.
3.2.
3.3.
3.4
3.5.
3.6.
3.7.

148

ICADE  2012 FINANCIAL AND LEGAL REPORT

3.12.:
 "
' ....................................................................................................... 159
3.13. "     ................................................................................................ 159
3.14.

 
 ................................................................................................ 159
3.15.&"  ................................................................................................................... 159
3.16.;'  ..................................................................................................... 159
3.17. Financial debts and rate hedging .............................................................................. 160
3.18.<'

   ..................................................................................... 160
3.19.:
+ .............................................................................................................................. . 160

4. Notes on the balance sheet......................................................... 161


4.1. Tangible and intangible assets .................................................................................. 161
4.2. Statement of amortization and impairment of tangible and
intangible assets ........................................................................................................ 162
4.3. Financial assets .......................................................................................................... 162
4.4. 
  
    "
' ................................................................ 164
4.5.   
"

' .................................................................................................... 165
4.6. Capital ......................................................................................................................... 165
4.7. =


 " .................................................................................................. 166
4.8. &"       

' .............................................................. 167
4.9. Commitments to personnel ...................................................................................... 168
4.10. Stock option subscription and bonus stock plans ................................................... 170
4.11. Financial debts ........................................................................................................... 173
4.12.>'
 
 ........................................................................................... 174
4.13. Statement of operational debt instalments and unearned income ....................... 174
4.14. 
  
?
 
 
 
 ........................................ 175

 ?"#_@?\X ............................................................................... 176


6. Notes on the income statement ................................................ 178
6.1.
6.2.
6.3.
6.4.

@
  ......................................................................................................... 178


Z[ \................................................................................................. 179
] %  Z .......................................................................................... 179
 
+ .................................................................................................................. 179

 ~\?X?J"#J@^^;^" ............................................. 180


 #!;]@!^?;@.......................................................................... 181
& %   "  ................................................................................................... 181
Commitments for loan hedging instruments .......................................................... 181
Consolidation ............................................................................................................. 181
 
 
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8.5. Headcount .................................................................................................................. 181
8.6. Table of subsidiaries and shareholdings ................................................................... 182

8.1.
8.2.
8.3.
8.4.

ICADE  2012 FINANCIAL AND LEGAL REPORT 149

INDIVIDUAL ANNUAL ACCOUNTS FINANCIAL STATEMENTS

1. Financial statements
1.1.

BALANCE SHEET

!@""?X

^@!;?;@
;^?;!^

Net amount
31/12/2012

Net amount
31/12/2011

18,427
5,587
316
24,330

17,171
743
17,914

1,256
4,844
316
6,416

1,130
8,173
257
9,560

778,850
1,199,768
10,043
38,365
77
2,027,103

123,663
382,731
7,334
51
13,728

655,187
817,037
2,709
38,365
77
1,513
3,375

690,428
835,158
3,623
60,659
7
1,589,875

2,255,336
969,225
291
22,474
3,247,326
5,298,759

278,780
5,986
28
84,766
816,408

1,976,556
969,225
291
16,488
2,962
2,560
4,482,351

2,045,348
618,857
415
13,838
2,678,458
4,277,893

1,976
9,112

171
-

1,805
9,112

1,859
1,271

30,662
35,738
1,273,738
-

3,862
22,873
-

26,800
12,865
1,273,738
-

28,770
28,455
1,428,451
-

141,407
28,113
77,189

141,407
28,113
77,189

92,809
26,332
20,064

942
1,598,877
12,096
6,909,732

26,906

843,314

942
1,571,971
12,096
6,066,418

1,550
1,629,561
3,111
5,910,565

Assets
(in thousands of euros)

\"J!;\$J?;?X@J?XX$
CAPITAL ASSETS
Intangible assets
Research and development expenses
Concessions, patents and similar rights
Goodwill
Other intangible assets
Advances and payments on account on intangible assets
Tota
al intan
ngible assetss
Tangible assets
Land
Buildings
Other property, plant and equipment
Assets under construction
Advances and payments on account on tangible assets
Tota
al ta
ang
gible assets
Financial assets
Participating interests
Investment-related receivables and other related parties
Other fixed investments
Loans
Other long-term investments
Advances and payments on account on long-term investments
@?
?XX@
@'
'!^;["^"

CURRENT ASSETS
[@!
Raw materials, supply
Land and property reserves
Advances and payments on account on orders
Receivables
Trade debtors and related accounts
Other receivables
Group and associates
Subscribed capital not called, not paid
Miscellaneous
Investment securities (of which treasury shares)
Cash instruments
Cash assets
JJ!?X"?$J#?!'"
Prepayments

#?!'"@\"!?$@[!"[!?X?!"


150

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS FINANCIAL STATEMENTS

Liabilities
(in thousands of euros)

31/12/2012

31/12/2011

79,264

79,251

1,303,852

1,303,350

185,729

185,729

CAPITAL AND RESERVES


Capital
Premiums from issue, merger, contribution, etc.
Revaluation differences
Legal reserve

7,925

7,897

Statutory or contractual reserves

Regulated reserves

Other reserves
Balance brought forward

1,233,075

1,333,490

Including interim dividends


PRO
OFIT
T/L
LOSS FOR YEA
AR

61,199

92,176

2,871,044

3,001,893

462

505

2,871,509

3,002,402

Bonded loans repayable in shares

Conditional advances

5,533

8,192

TOTAL
Investment grants
Regulated provisions

OTHER SHAREHOLDERS EQUITY


PROVISIONS FOR LIABILITIES AND CHARGES
Provisions for risks
Provisions for charges

6,488

5,714

12,021

13,906

2,669,256

2,249,185

Miscellaneous financial loans and debts

121,688

120,892

Group and associates

278,461

415,167


DEBTS
Financial debts
Loans and debts with credit institutions

!?;'$\"
Advances and part-payments received for orders in progress

1,481

1,755

Trade debtors and related accounts

18,613

18,423

Tax and social debts

23,225

19,525

Debts on capital assets and related accounts

17,112

21,754

Other debts

6,902

5,947

9,672

4,974

Miscellaneous
Cash instruments
JJ!?X"?$J#?!'"
Deferred income

36,478

36,635



3,182,888

2,894,257



6,066,418

5,910,565

ICADE  2012 FINANCIAL AND LEGAL REPORT 151

INDIVIDUAL ANNUAL ACCOUNTS FINANCIAL STATEMENTS

1.2.

INCOME STATEMENT
31/12/2012

31/12/2011

180,946

182,224

Capitalized production

Operating subsidies

Reversals from depreciation and provisions, transfer of charges

21,769

17,708

Other operating income

50,307

58,149

253,022

258,082

Purchases and inventory changes

10,689

18,343

Outside services

65,923

58,834

Tax, duty and similar payments

20,193

20,245

Wages and salaries

25,105

25,292

Social security costs

11,329

10,781

Allocations for amortization and impairment

75,501

73,796

Allocations for depreciation on current assets

3,536

2,870

Impairment allocations for risks and charges

4,268

1,011

Other expenses

4,686

5,015

221,230

216,187

31,792

41,895

167,666

112,498

6,630

1,916

31,562

83,103

1,553

3,402

207,411

200,919

109,006

19,765

99,450

118,802

805

2,291

209,261

140,858

Z

60,061

INCOME FROM CONTINUING OPERATIONS BEFORE TAX

29,942

101,956

(in thousands of euros)

!?;';J@^
Revenues

@?
?X@
!!?;';J@^

!?;'""

@?
?X@
!!?;'"""
OPERATING PROFIT
@;[!"
Profit or loss borne
Financial income
Financial income from shareholdings
Income from other securities and receivables for capital assets
Other interest receivable and similar income
Reversals from provisions, depreciation and transfers of charges
Net income from sale of investment securities
Tota
al fin
nan
ncial income
;?J;?XJ#?!'"
Financial allocations to depreciation, impairment and provisions
Interest payable and similar expenses
Net charges on sale of investment securities
@?
?X];
?
J;?XJ#?!'""

152

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS FINANCIAL STATEMENTS


31/12/2012

31/12/2011

22

1,640

86,913

77,884

4,238

768

91,173

80,292

62

46

55,850

89,480

@?
?X@
@!J!!;'
""

55,912

89,526

Z

35,261

Employee profit-sharing schemes

Tax on profit on ordinary activities

4,004

546

TOTAL INCOME

551,606

539,293

TOTAL EXPENSES

490,407

447,113

61,199

92,176

(in thousands of euros)

@!J!!;';J@^
Non-recurring income on management transactions
Non-recurring income on capital transactions
Reversals from provisions, depreciation and transfers of charges
@?
?X@
@!J!!;';JJ@^
@!J!!;'""
Non-recurring expenses on management transactions
Non-recurring expenses on capital transactions
Non-recurring allocations to depreciation, impairment and provisions

NET PROFIT

ICADE  2012 FINANCIAL AND LEGAL REPORT 153

INDIVIDUAL ANNUAL ACCOUNTS ^;_;`;]:@:<;]{]={$_;{

NOTES TO THE FINANCIAL STATEMENTS


 ["@]#?J;?X?!
2.1.

COMBINATION OF ICADE WITH SILIC

Following the conclusion of a non-binding memorandum of


understanding on 13 December 2011 between the Caisse des
Dpts (the CDC), Icade and Groupama, on 22 December 2011
Icade and the CDC delivered a firm offer to Groupama, who
accepted it on 30 December 2011.
The combination transaction between Icade and Silic was
structured in three steps:
;!""provide to a subsidiary of the CDC, HoldCo SIIC,
 ! 
  ! $ ! ^^  
the investment held by Groupama in Silic.

approved the offer by Groupama of 37.44% of the capital and its


Silic voting rights. The offer of the balance of Silic shares held
by Groupama was conducted according to the same parity as
the first offers, i.e., five Icade shares for four Silic shares, a 2011
coupon attached for each of the companies.
Resulting from the offers described above, the capital of HoldCo
SIIC was held by the CDC and Groupama, with stakes of 75.07%
and 24.93% respectively. Moreover, HoldCo SIIC held (i) 55.57%
of the capital stock and Icade voting rights and (ii) in concert with
the CDC and Icade, 43.94% of the capital stock and voting rights
of Silic on an undiluted basis.
#;!$" filing by Icade of a mandatory public offer on Silic.

On 30 December 2011, the CDC gave to HoldCo SIIC, 55.57% of


its Icade capital and voting rights. At the same time, Groupama
offered 6.5% of its capital and voting rights in Silic to HoldCo SIIC.

Subsequent to crossing the 30% threshold by HoldCo SIIC acting


in concert with Icade and the CDC, Icade filed a mandatory public
offer on Silic on 13 March 2012.

Each of the offers was conducted on the basis of an exchange parity


of five Icade shares for four Silic shares, a 2011 coupon attached
for each of the two companies The increase in value of HoldCo
SIIC was determined by transparency on the basis of this parity.

The offer is composed of a public exchange offer on the Silic


shares and a public purchase offer on the settled bonds in cash
and/or new and/or existing shares (ORNANEs) issued by Silic.
The terms of the offer are as follows;

On 6 February 2012, the CDC and Groupama signed a shareholder


agreement governing their relationship within HoldCo SIIC. This
agreement relating to HoldCo SIIC, which is valid for 20 years,
bears the following stipulations:

a lock-up commitment of HoldCo SIIC shares held by


Groupama for 30 months following the date of conclusion
of the shareholder agreement;

a right of pre-emption for the benefit of the CDC in the


expiration of the lock-up period;

a tag-along right proportional to the benefit of Groupama


in case the CDC desires to transfer to a third party other
than an affiliate all or part of its HoldCo SIIC shares;

liquidity for the benefit of Groupama.

The summary of the clauses of the shareholder agreement coming


under the scope of the provisions of Article L.233-11 of the French
Code of Commerce was given to Icade and was published by the
AMF on its website on 17 February 2012 under number 212C0291.
J@$" provide to HoldCo SIIC by Groupama the balance
of its investment in Silic.
Following obtaining the permission of the French Competition
Authority dated 13 February 2012, the CDC and Groupama, as
partners of HoldCo SIIC, by decision dated 16 February 2012,

154

ICADE  2012 FINANCIAL AND LEGAL REPORT

for the exchange offer: parity is equal to the exchange parity


held for the the offers, i.e., five Icade shares to be issued
for four Silic shares offered (a 2011 coupon attached or
detached in both cases) and;

for the purchase offer: the par value of the ORNANE to which
is added the coupon running to the date anticipated for the
settlement-delivery of the offer, i.e., 126 euros per ORNANE
on the basis of a settlement-delivery on 14 June 2012. It is
specified that the time difference of the settlement-delivery
of the offer will have no impact on the price per ORNANE.

On 24 April 2012, the AMF declared the offer to be compliant and


affixed stamp no. 12-179 on the information note of Icade and
stamp no. 12-180 on the note in response from Silic, which are
available on the internet sites of Icade (www.icade.fr), Silic (www.
silic.fr) and the AMF (www.amf-france.org).
The conformity decision and the notice of opening of the offer
were published by the AMF respectively on 24 April 2012 under
number 212C0533 and on 26 April 2012 under number 212C0547.
By appeal dated 3 May and 4 May 2012, SMA Vie BTP and ADAM
respectively petitioned the Paris Court of Appeal for an annulment
motion of the AMF conformity decision.

INDIVIDUAL ANNUAL ACCOUNTS ^;_;`;]:@:<;]{]={$_;{

Through remarks filed with the Paris Court of Appeal on 31 May


2012, the AMF undertook in the interest of the market and as a
precaution, to defer the closing date of the public offer, initially
set at 1 June 2012, so that this closing could only take place at
least eight days after the pronouncement of the judgement of
the court ruling on the action for annulment of the AMF decision.
On 26 June 2012, the Paris Court of Appeal set the appeal hearing
for 21 March 2013.
The decision of the Paris Court of Appeal should take place by
the end of the first half of 2013.
Pursuant to the deferral decision of the AMF dated 15 May 2012,
the offer remains open until further notice.

2.2.

FINANCING SET UP DURING


FINANCIAL YEAR 2012

Icade carried out two major financings over the financial


year 2012 expressed by the signing during July 2012, with a pool
of seven banks, of a new comprehensive financing of 1,550,000
thousand euros divided into three portions:

a Medium Term Loan to the amount of 625,000 thousand


euros with a maturity of five years, allowing Icade to cover
the combined medium term needs of Icade and Silic. For
this purpose, Icade has granted to Silic two financings of
principal amounting to 400,000 thousand euros, including
350,000 thousand euros used as of 31 December 2012;

a Renewable Loan to the amount of 550,000 thousand euros


and a maturity of three years, allowing Icade to strengthen
its financial structure growing its available lines;

a staggered start loan (Forward Start) to the amount of


375,000 thousand euros allowing Icade to anticipate the
refinancing in July, 2014 of part of its maturity of syndicated
credit of 900,000 thousand euros.

2.3.

SALES OF SHARES OF THE COMPANY


ICADE RSIDENCES SERVICES AND
MISCELLANEOUS PROPERTY ASSETS

During the 2012 financial year, Icade sold the shares of the
company Icade Rsidences Services for a total of 24,164 thousand
euros and miscellaneous property assets used for offices and
warehouses for 46,164 thousand euros. Moreover, Icade continued
its program to dispose of housing by the unit, generating proceeds
of 13,273 thousand euros.

2.4.

LEGAL REORGANISATION

By a decision on 3 May 2012, Icade approved the merger of the


company Icade Services, a holding company of the Services
Division of the Group. This transaction, carried out at book value,
has a retroactive accounting and tax effect to 1 January 2012.
The resulting merger proceeds were accounted for in financial
income for a total of 4,253 thousand euros.
Through a decision on 25 July 2012, Icade approved the merger
of the company Parc du Millnaire 3. This transaction, carried
out at book value, has a retroactive accounting and tax effect
to 1 August 2012. The resulting merger loss was accounted for
in extraordinary expenses for a total of 1,226 thousand euros.
The company Sci Bas Longchamps, with no activity, was liquidated
generating proceeds of 457 thousand euros. These proceeds
were accounted for in extraordinary income.

2.5.

CAPITAL INCREASES

In the context of the application of tax rules concerning the


capitalization of companies and of financing property transactions
for subsidiaries, Icade raised capital by creating new shares in regard
to five companies, for a total amount of 65,159 thousand euros.

As of 31 December 2012, only the Medium Term Loan in the


amount of 625,000 thousand euros has been used.
Moreover, on 21 December 2012, Icade obtained a new financing
mortgage of 180,000 thousand euros, with a maturity of twelve
years backed by its Parc du Pont de Flandre. At the close of the
financial year, this financing has not been used.

ICADE  2012 FINANCIAL AND LEGAL REPORT 155

INDIVIDUAL ANNUAL ACCOUNTS {==@|]:]}~;:<@>{]>&]=&$;

 JJ@;'^#@$"?$!;J;X"
3.1.

STANDARDS APPLIED

The annual accounts of Icade (the Company) were established


on 31 December 2012 in accordance with the clauses of the
French Commercial Code, the general chart of accounts and other
applicable texts. They were approved by Icade Board of Directors
on 20 February 2013. The latest annual accounts published by
Icade on 31 December 2011 were approved according to the
same principles and methods.

3.2.

BASES OF ASSESSMENT, JUDGMENTS


AND USE OF ESTIMATES

The financial statements were prepared according to the historicalcost convention.


The preparation of the financial statements requires the use
of estimates and assumptions to determine the value of assets
and liabilities, to assess any positive or negative unanticipated
unknowns on the closing date, and income and expenses for
the year.
The significant estimates made by the Company for establishing
the financial statements mainly relate to the recoverable value of
tangible and intangible assets as specified in note 3.7, long-term
investments as specified in note 3.10, and the valuation of benefits
for personnel and provisions as specified in notes 3.16 and 3.15.
Due to the uncertainties inherent in any assessment process, the
Company reviews its estimates on the basis of regularly updated
information. It is possible that the future results of the transactions
concerned may differ from these estimates.

3.3.

REVENUES, OTHER OPERATING


INCOME

Rental income
The rental revenue coming from rental contracts groups together
the rents from office buildings, business parks, housing and
warehouses.
!@[;";@@]"![;J"
Revenues from the provision of central services, administrative
and financial management of subsidiaries, property management
and asset management is recognized when the service is provided.

#!@!?;';J@^
Other operating income includes income that is not directly
related to the operations described in the paragraph entitled
Revenues. Other operating income is mainly composed of the
following three types of income:

re-invoicing of rental charges;

re-invoicing of expenses undertaken on behalf of subsidiaries;

fees for the Icade brand.

3.4

INTANGIBLE ASSETS

An intangible asset is a non-cash item with no physical substance,


which must be both identifiable and controlled by the company as
a result of past events which may bring future economic benefits.
An intangible asset is identifiable if it can be separated from the
acquired entity or if it stems from legal or contractual rights.
Intangible assets whose useful lives can be determined are
amortized by the straight line method over their forecast useful
lives.

Revenues
The Companys revenues are made up of two types of income:

Intangible assets
Concessions, transfer taxes, patents, software, etc.

3.5.

TANGIBLE ASSETS

Tangible assets consist mainly of properties held in order to


earn rent, increase capital, or both, rather than to use them
in the production and provision of goods and services or for
administrative purposes or to sell them within the framework of
ordinary business activities.

156

ICADE  2012 FINANCIAL AND LEGAL REPORT

Useful life

!J;?;@^#@$

1 to 3 years

Straight line

The other tangible assets primarily consist of IT equipment and


office furniture, generally depreciated by the straight line method
over five years, and fixed assets under construction (essentially
buildings under construction).
In accordance with regulation CRC no. 2004-06, buildings are
recognized at cost, reduced by aggregate depreciation and any
impairment (see note 3.7).

INDIVIDUAL ANNUAL ACCOUNTS {==@|]:]}~;:<@>{]>&]=&$;

Cost of buildings

costs relating to bringing the property in line with safety


and environmental regulations;

capitalized loan costs (see note 3.9).

The cost of buildings consists of:

the purchase price stated on the deeds or the construction


price, including unrecoverable taxes, after deducting any
rebates, trade or payment discounts;

the cost of refurbishment works;

all directly attributable costs incurred in order to put the


property in a condition to be leased in accordance with
the use intended by management. Thus, conveyance
charges, fees, commission and document costs related
to the acquisition and commission related to leasing are
included in the cost;

!J;?;@!@J$!"
Pursuant to regulation CRC no. 2002-10, the gross value is split
into separate components which have their own useful lives.
The properties are depreciated by the straight line method over
periods which correspond to their expected useful life. Land is
not depreciated. The depreciation periods used (in years) are
as follows:

Offices
Haussmann
building

#!
buildings

Housing units

?!#@""
and business
!^;""

Roads, networks, distribution

100

40-60

50

15-40

Building shell, structure

100

60

50

30

30

30

25

20-30

General and technical installations

20-25

10-25

25

10-15

Internal fittings

10-15

10-15

15-25

10-15

Specific equipment

10-30

10-30

15-25

10-15

Components

External structures

The useful lives are revised at the end of each year, particularly
with respect to properties which are the subject of a refurbishment
decision.

eviction compensation is paid following advance


negotiations for the signing of a lease with a new tenant;
it is then capitalized and depreciated over the rental period
on the same basis as rental income.

When events, changes in the market environment or internal


factors indicate a risk of impairment of investment properties,
they are tested for impairment (see note 3.7).

3.6.

Buildings which, exceptionally, are rented with a purchase option,


are not divided into components and are subject to financial
depreciation.

Investment grants received are booked to the liabilities side of


the balance sheet. They are accounted for as income over the
period of use of the asset subject to depreciation.

Eviction compensation
When a lease contract is terminated, the Company may have
to pay eviction compensation to an ex-tenant. Three types of
situations may arise:

eviction compensation is paid in order to release premises


due for reconstruction or renovation; these are then
capitalized by including them in the cost of related tangible
assets;

eviction compensation is paid in view of releasing the


premises for a possible future tenant; it is then accounted
for as a liability in the financial year in which it was incurred;

3.7.

INVESTMENT GRANTS

PROCEDURES FOR CONDUCTING


IMPAIRMENT TESTS FOR TANGIBLE
AND INTANGIBLE ASSETS

Regulation CRC no. 2002-10 requires, at each closing of accounts


and at each intermediate situation, that a check be made for the
existence of an index showing that the assets may have suffered
impairment.
An indication of impairment may be:

a substantial reduction in the market value of the asset;

a change in the technological, economic or legal


environment.

ICADE  2012 FINANCIAL AND LEGAL REPORT 157

INDIVIDUAL ANNUAL ACCOUNTS {==@|]:]}~;:<@>{]>&]=&$;

Impairment of an asset is accounted for where the recoverable


value is less than the book value.

!@J$!"]@!$!J;?;@@]!@!;"
The current value of property corresponds to the highest value
between the market value reduced by sale costs and the in-use
value. The market value is the market value excluding transfer
taxes, determined by independent surveyors. The in-use value is
the present value of expected rental income from those assets.
If there is an indication of impairment, and where the estimated
recoverable amount is less than the net book value, the difference
between those two figures is accounted for as impairment.
Accounting for impairment entails a review of the basis of
depreciation and possibly the depreciation plans of the properties
concerned.
Impairments relating to properties may subsequently be reversed
if the recoverable value again becomes higher than the net book
value. The value of the asset after reversal of the impairment is
capped at the book value which would have been determined
net of depreciation if no impairment had been accounted for in
previous years.

!@J$!"]@!$!J;?;@@];?';\X?"""?$
@#!?';\X?"""
These assets are tested individually or combined with other
assets if they do not generate any cash flow independently of
other assets. Where appropriate, technical losses are taken into
account and applied pro rata to the unrealized capital gains on
property assets contributed in order to test for depreciation.
Impairment relating to intangible and other tangible assets may
subsequently be reversed if the recoverable value again becomes
higher than the net book value.
Intangible asset impairment tests are carried out per cashgenerating unit on the basis of future discounted cash flows
and terminal value realized stemming from medium term plans
(four-year forecasts following that of closure).
The discount rates used are determined before tax.




CONTRACTS

As part of its various businesses, the Company uses assets made


available to it in accordance with leasing or financial-leasing
contracts, or provides assets in accordance with leasing contracts.

!@^#X"""@;@][;
Payments made for leasing and financial-leasing contracts are
booked as expenses on a straight-line basis over the period of
the contract.

158

ICADE  2012 FINANCIAL AND LEGAL REPORT

!@^#X""@!"@;@][;
With leases from the lessors point of view, rental income is
recorded on a straight line basis over the firm terms of the leases.
Consequently, any particular provisions and benefits specified
in the leases (exemptions, payment holidays, key money) are
spread over the fixed term of the lease, without taking indexing
into account. The reference period used is the first firm term of
the lease.
Any expenses directly incurred and paid to third parties for setting
up a lease are recorded under the assets, under tangible assets
and amortized over the fixed term of the lease.

3.9.

BORROWING COSTS

The Company has elected to include borrowing costs directly


attributable to construction or production in the cost of the
corresponding asset.
Borrowing costs are deducted from financial charges and included
in the cost of construction up to the completion date of the works.
The borrowing costs incorporated into the value of assets are
determined as follows:

when funds are borrowed in order to construct an individual


building, the borrowing costs that can be incorporated are
the actual costs incurred over the year less any financial
income from investing the borrowed funds temporarily;

where the borrowed funds are used to construct several


buildings, the borrowing costs that can be incorporated
into the cost of the building are determined by applying a
capitalization rate to the building costs. This capitalization
rate is equal to the weighted average of current borrowing
costs for the year other than the costs of borrowings
specifically taken out for the construction of specific
buildings. The capitalized amount is limited to the amount
of costs actually borne.

3.10. PARTICIPATING INTERESTS, RELATED


RECEIVABLES AND OTHER FIXED
INVESTMENTS
Participating interests and other fixed investments are booked
to assets at their cost of purchase, contribution or subscription,
excluding expenses. Receivables associated with equity ownership
are booked at their nominal value.
When the inventory value is below the entry value, depreciation
is recorded.

?!;J;?;';!""
Subsequent to purchase, participating interests, whether listed or
not, are valued at their going-concern value. This value is mainly

INDIVIDUAL ANNUAL ACCOUNTS {==@|]:]}~;:<@>{]>&]=&$;

determined according to the following criteria: the corrected net


assets and the profitability of the company evaluated mainly
by reference to the enterprise value net of financial debts. The
enterprise value is based on the discounted cash flow method
and, where appropriate, the comparable multiples method.

3.13. INVESTMENT SECURITIES


Investment securities are booked to assets at their acquisition
price. Impairment is recorded when their realizable value is below
their net book value.

["^!X?$!J;[?\X"?$@#!
!X?$ ?!;"

3.14. ICADE TREASURY SHARES

Cash advances subject to repayment schedule are classified


under Receivables associated with investments and other
related parties, other cash advances are classified under Related
advances. Advances are deigned to cover the financing needs
of subsidiaries operations.

Treasury shares held under the liquidity contract are classified as


investment securities. Other treasury shares are classified under
Other financial assets. As these are listed shares, the inventory
value is defined as the average share price of the last month of the
period to determine potential impairment at year-end. Unrealized
losses are subject to impairment.

Receivables associated with equity ownership are only depreciated


if the corresponding securities have previously been fully
depreciated. The depreciation is equal to the inventory value of
the securities reduced by their entry value, within the limit of the
nominal value of the receivable.
Judgment of the recoverable character of receivables associated
with general partnerships also takes into account the situation
of other partners.

#!$;["^"
For securities in listed companies, the inventory value is the
current value, determined on the basis of the average price over
the last month of the financial year.
For securities in non-listed companies, the inventory value is the
current value, assessed through recognized evaluation techniques
(reference to recent transactions, discounted cash flow, quota
share of net assets, etc.). Exceptionally certain securities, which
do not have a price quoted on an active market and whose
current value cannot be assessed reliably, are valued at the cost
of acquisition.

3.11. INVENTORY
Inventory is booked at its acquisition or production cost. At each
close, it is valued at its production cost or net realization value,
whichever is lower.
The net realization value represents the estimated selling price in
the normal course of business, less expected costs to complete
or realize the sale.

3.12. TRADE RECEIVABLES


Trade receivables primarily consist of short term receivables.
Depreciation is established when the book debt is higher than
the amount recoverable. Trade receivables are depreciated on a
case-by-case basis according to various criteria such as collection
problems, litigation or the debtors situation.

3.15. PROVISIONS
A provision is accounted for as soon as there is a probable company
obligation, resulting from past events, the extinction of which
should result in an outflow of resources for the Company without
at least an equivalent counterpart, the value of which can be
estimated reliably.
All kinds of identified risks, particularly operational and financial
risks, are monitored on a regular basis, which enables the amount
of provisions considered necessary to be decided.

3.16. EMPLOYEE BENEFITS


";@X;?\;X;;"?$X@'"![;J\@""
Pension schemes, similar payments and other welfare benefits,
which are analysed as defined benefits schemes (scheme in
which the Company undertakes to guarantee a defined amount
or level of benefit), are accounted for on the balance sheet on
the basis of an actuarial assessment of the liability on the closing
date, less the fair value of the assets of the related scheme which
are dedicated to them. Contributions paid under schemes which
are analysed as defined contribution schemes, in other words
where the Company has no obligation other than to pay the
contributions, are accounted for under expenses for the year.
The provision appearing in the individual accounts is calculated
according to the projected credit units method and takes the
related social security charges into account.
Actuarial discrepancies are due to distortions between the
assumptions used and reality or changes in the assumptions used
to calculate commitments and the assets assigned to cover them:

staff turnover rates;

rate of wage increases;

discount rate;

mortality tables;

rate of return on assets.

ICADE  2012 FINANCIAL AND LEGAL REPORT 159

INDIVIDUAL ANNUAL ACCOUNTS {==@|]:]}~;:<@>{]>&]=&$;

The actuarial discrepancies are accounted for in the income


statement in the year in which they are noted.
As the accounting rules do not specify the accounts treatment in
the case of legislative or regulatory reforms impacting pre-existing
regimes, the option accepted by Icade consists of considering
these impacts as a change of regime, in terms of the cost of past
services spread over the residual duration of rights acquisition.
Bonuses paid for long service during the working life of employees
are covered by a provision. This is assessed taking into account
the likelihood that the employees will reach the required length of
service for each stage and is discounted at the end of each year.

^X@!@"#?!;'
The provisions for profit-sharing and share-incentive schemes are
determined according to the terms of Icade Group agreements
in force.

3.18. HYBRID FINANCIAL INSTRUMENTS


Hybrid financial instruments issued by Icade are analysed
according to the substance of the contractual agreements. They
are presented in other shareholders equity.

3.19. TAX
Icade is eligible for the SIIC system (specified by article 208 C of
the French General Tax Code).
In return for tax exemption, the application of the SIIC system
entails specific obligations with regard to the distribution of
dividends, and the immediate recognition as expenses of an
exit tax at a rate of 19% calculated on unrealized capital gains
at the date of adoption of the system relating to properties and
partnerships not subject to corporation tax. This tax is payable
in quarters.
The specific obligations concerning the distribution of dividends
are as follows:

3.17. FINANCIAL DEBTS AND


 

85% of profits from leasing activities;

50% of capital gains on disposals; and

100% of the dividends paid by subsidiaries having opted


to be subject to corporation tax.

Financial debts
Loans and other financial liabilities bearing interest are recorded
at their nominal repayment value. Issue premiums and expenses
are generally recorded to assets and spread over the lifetime of
the loan according to the straight-line method.

The Companys taxable income is divided into two separate sectors:

an SIIC sector exempt from tax on current earnings from


leasing activities, capital gains on disposals and dividends
received from subsidiaries subject to the SIIC regime;

a sector taxable under common law in respect of other


activities.

!;[?;["?$#$'?JJ@;'
The Company uses financial derivatives (swaps, rates options and
swaptions) to hedge its exposure to the market risk stemming
from interest rate fluctuations. Derivatives are used within the
framework of a Group rates risk management policy.
The fair value of the derivatives shown in the appendix is calculated
by commonly accepted models (future discounted cash flow
method, Black and Scholes method, etc.), and based on market data.
Unrealized gains and losses resulting from the difference between
the market value of the contracts estimated on the date of the
closing of the year and their book value are not recognized.
The bonuses paid when the rate options are set up are linearly
depreciated over the lifetime of these instruments.

160

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4. Notes on the balance sheet


4.1.

TANGIBLE AND INTANGIBLE ASSETS

;$?"""
(in thousands of euros)

INTANGIBLES

!@""
!'!"
value at
and
31/12/2011 J@!;\;@"

J!?""
acquisition
J!?;@"@!
J@!;\$
assets

J!?""
"?X"@!$
@]"![;J

#!
movements

!@""
value at
31/12/2012

27,731

1,226

1,052



24,330

801,820

(22,963)

(8)

778,850

1,170,148

1,292

(2,500)

(19,326)

50,153

1,199,768

43

(21)

22

Office equipment and tooling

707

707

Furnishings and IT equipment

8,975

411

(298)

182

9,269

44

44

ASSETS UNDER CONSTRUCTION

60,666

299

30,517

38,442

Including advances and deductions


for assets under construction

663

(10)

(583)

77

Sub
btota
al

2,042,404

2,002

28,017

 

28

2,027,103

GENERAL TOTAL

2,070,135

3,228

29,069

2,051,388

TANGIBLES
Land
Buildings
OTHER TANGIBLE ASSETS
Transport equipment

Recoverable packaging and


miscellaneous

(1) Including technical loss for 5,587 thousand euros.

The reduction in intangible assets is primarily due to technical


losses relating to the disposal of assets.

In the 2012 financial year, the sum of loan costs integrated with
the gross value of fixed assets was 19 thousand euros, all of which
is accounted for under assets under construction. The rate used
for capitalizing these financial expenses stood at 4.14%.

ICADE  2012 FINANCIAL AND LEGAL REPORT

161

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.2.

STATEMENT OF AMORTIZATION AND IMPAIRMENT OF TANGIBLE AND


INTANGIBLE ASSETS

31/12/2011

!'!"
and
J@!;\;@"

XX@J?;@"]@!
?^@!;?;@
and
;^?;!^

!;\?J"
^"
;;'#
?"""

#!
movements

31/12/2012

18,171

1,092

17,914

Land

111,392

21,091

(8,821)

123,663

Buildings

334,991

256

54,756

(7,570)

298

382,731

43

(21)

22

Office equipment and tooling

621

20

641

Furnishings and IT equipment

5,482

201

1,287

(298)

6,672

Sub
btota
al

452,529

457

77,154

298

513,728

GENERAL TOTAL

470,700

457

78,246

531,642

!'!"
and
31/12/2011 J@!;\;@"

J!?""
Acquisitions
J!?;@"

J!?""
disposals

Point to
@;J!$;
!?"]!

31/12/2012

^@!;?;@?$$!J;?;@
(in thousands of euros)

INTANGIBLES
TANGIBLES

OTHER TANGIBLE ASSETS


Transport equipment

Assets under construction

4.3.

FINANCIAL ASSETS

;$?"""
(in thousands of euros)

Participating interests

2,239,168

(42,824)

65,159

(6,167)

2,255,336

618,857

390,537

(40,169)

969,225

415

(124)

291

21,976

21,976

621

(123)

498

2,881,037

 

455,696



3,247,326

202,579

1,829

109,004




284,766

2,678,458



346,692

2,962,560

Investment-related receivables and


other related parties
Other fixed investments
Other financial assets
Loans
Treasury shares
Deposits & sureties
Other property receivables
Advances and deductions
other assets
GROSS
^
?;!^
^
NET

162

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

?!;J;?;';!""
The change in participating interests is due to the following transactions:
(in thousands of euros)

?!;J;?;';!""



J
^\!

2,239,168

SCI PDM3 Merger

(41,198)

SAS Icade Services Merger

(27,967)

SAS MILU Investments Merger

(356)

Contributions of consecutive shares to mergers

26,697

Capital increase from SASU Icade Sant

45,000

Other capital increases

20,159

Reduction of capital stock Immobiliaria Caisse Des Dpts Espana

(2,139)

Sale of SAS Icade Rsidences Services

(4,000)

Company liquidations

(28)



J
^\!

2,255,336

["^!X?$!J;[?\X"?$@#!!X?$?!;"
Details of receivables associated with accounts receivable are as follows:
Receivables associated
(in thousands of euros)

Gross amounts
Interest accrued
Tota
al
^
?;!^
^
NET

31/12/2012

31/12/2011

966,489

615,891

2,736

2,966

969,225

618,857

969,225

618,857

Changes in receivables associated with investment-related receivables during the financial year are detailed as follows:

(in thousands of euros)

JJ@"!J;[?\X
JX$;'



J
^\!

615,891

Set-up of financing for Silic

350,000

Set-up of financing for Icade Sant

39,929

Other financing set up

608

Icade REIT repayment

(13,082)

Icade Promotion Logement repayment

(10,218)

Icade Sant repayment

(7,776)

Other repayments during the financial year

(8,863)



J
^\!

966,489

ICADE  2012 FINANCIAL AND LEGAL REPORT 163

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

^?;!^
The main impairment changes are as follows:

(in thousands of euros)



J
^\!

!J;?;@
of
?!;J;?;'
;!""

!J;?;@
of accounts
!J;[?\X

!J;?;@@]
@#!];?J;?X
assets

Total

193,820

8,759

202,579

1,829

1,829

109,004

109,004

(25,873)

(25,873)

(2,773)

(2,773)

278,780

5,986

284,766

?!"@!
instalment
not set

Contributions of consecutives to mergers


Allocations for depreciation

(1)

Depreciation write-backs
Reversal of depreciation of own shares


J
^\!

(1) Mainly concerning the companies Icade Tour EQHO, Sarvilep and the SCI Gascogne.

4.4.

STATEMENT OF INSTALMENTS ON RECEIVABLES

!@""?^@
31/12/2012


?!


?$
 ?!"

969,225

324,742

506,209

138,274

Loans

291

69

106

116

Deposits and sureties and other receivables

498

17

137

344

21,976

21,976

9,112

9,112

30,662

30,662

46

46

107

107

4,768

4,768

1,273,738

1,273,738

30,815

30,242

573

942

942

12,096

3,599

8,277

220

2,354,278

1,700,022

515,302

138,954

(in thousands of euros)

CAPITAL ASSETS
Receivables associated with equity ownership

Treasury shares
CURRENT ASSETS
Advances and downpayments paid and to be received
Trade receivables
Personnel and related accounts
Social security and other social bodies
Corporate tax
Corporate tax on added value
Other corporate taxes other than on income
Group and associates
Miscellaneous debtors
PREPAYMENTS
CHARGES TO BE SPREAD
TOTAL
Accrued income totalled 34,748 thousand euros.

164

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.5.

SECURITIES AVAILABLE

(in thousands of euros)

Investment securities (excluding accrued interest not yet due)

!@""[?X?
31/12/2012

^@!;?;@
?$$!J;?;@
31/12/2012

!@""[?X?
31/12/2012

!@""[?X?
31/12/2011

141,001

141,001

92,563

406

406

246

77,189

77,189

20,064

218,596

218,596

112,873

Interest accrued on investment securities


Bank balances and other liquid assets
TOTAL

The investment securities (excluding ICNE) are broken down as follows (in thousands of euros):

Treasury shares - liquidity contract:

Money-market UCITS:

69,852

Other financial assets:

71,149

(in thousands of euros)

31/12/2012

31/12/2011

218,190

114,728

(1,915)

(1,870)

216,275

112,858

Securities available (gross assets) excluding accrued interest not yet due
Investment securities (excluding accrued interest not yet due)
Net cassh available

4.6.

CAPITAL

Capital
31/12/2012

31/12/2011

^\!

Capital
;#@"?$"@]!@"

^\!

Capital
;#@"?$"@]!@"

52,000,517

79,264

51,992,262

79,251

52,000,517

79,264

51,992,262

79,251

#?!";""$
Fully paid
TOTAL

#?'";^\!@]"#?!";J;!JX?;@



J
^\!

Increases in capital following the exercise of subscription options




J
^\!

^\!@]
"#?!"

Capital
in thousands
@]!@"

51,992,26
62

79,251

8,255

13

52
2,000,517

79,264

ICADE  2012 FINANCIAL AND LEGAL REPORT 165

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

Capital Holding
Capital
^\!@]
"#?!"

% of voting
!;'#"

HoldCo SIIC

28,895,228

55.82%

Other holders

22,869,060

44.18%

236,229

52,000,517

100.00%

@X$!"

Treasury shares
TOTAL

4.7.

CAPITAL AND RESERVES


!@!;?;@@];J@^
31/12/2011

"!["

Dividends

#!
movements

31/12/2012

Capital

79,251

13

79,264

Premium issues

68,633

502

69,135

1,028,215

1,028,215

65,466

65,466

143,359

143,359

Premiums for share bond conversions

63,143

63,143

Special reserve for revaluation

12,734

12,734

172,995

172,995

7,897

28

7,925

1,333,490

(100,415)

1,233,075

92,176

100,387

(192,563)

61,199

61,199

3,00
01,893



61
1,714

2,871,044

505

(43)

462

(1)

3,002,402



61,670

2,871,509

(in thousands of euros)

Merger premiums
Including merger proceeds
Premium contributions

SIIC 2003 re-evaluation differences


Legal reserve
Other reserves
Balance brought forward
Net income for the preceding period
Net income for the period
Sub
btota
al
Investment grants
Regulated provisions
TOTAL

166

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.8.

PROVISIONS FOR CONTINGENCIES AND LIABILITIES


!;
\?J"
;#@
!@"

31/12/2012

?!

31/12/2011

!'!"

Allocations

!;
\?J"]@!
use



33

985

1,000

20

Tax risks

non-recurring

35

35

Litigation & Other provisions


 

extraordinary/
operations

8,125

24

4,463

6,109

24

5,478

8,192

1,00
09

3,465

7,109
9

24

5,533

(in thousands of euros)

!@[;";@"]@!!;""
Subsidiary risks

\
\@?X
!@[;";@"]@!J#?!'"
Retirement benefits

operational

4,060

341

60

364

4,097

Pensions and similar obligations

operational

292

17

275

Long-service medals

operational

166

10

744

920

Other provisions for charges

operational

1,196

1,196

5,714

35
51

804

381
1

6,488

13,906

1,360

4,269

7,490

24

12,021

\
\@?X
TOTAL

Icade identifies several types of provisions. In addition to pension


payments and similar commitments, which are subject to specific
explanations (see paragraph 4.10), provisions are made whenever
the contingencies and liabilities identified are the result of past
events creating a probable obligation to disburse resources.

a fraction of the increased amounts, bringing it from 16.5%


to 19%. The supplementary tax would then be brought
to 206 million euros. The company continues to dispute
the entirety of this correcting proposal, according to
its office counsel. Consequently, as was the case on
31 December 2011, no provision was recorded for this
purpose on 31 December 2012.

The identified contingencies and liabilities are as follows:

Provisions for tax risks cover the accepted checks for which
reassessment notices were received as of 31 December 2012.

As the process currently stands, the disagreement between


the tax administration and Icade on the value of these
assets as of 31 December 2006 is subject to the opinion
of the Commission Nationale des Impts Directs et Taxes
sur le Chiffre dAffaires.

Icade was audited in 2010.


In its proposed correction dated 8 December 2010, the
tax administration questioned the market values as of
31 December 2006, based on the property valuations that
were used as the basis for calculating the exit tax (corporate
tax at the rate of 16.50%) during the merger/absorption of
Icade Patrimoine (Assets) as of 1 January 2007. As a result,
the exit tax bases were increased, generating additional
tax of 204 million euros in principal. After taking note of
the Companys observations (on 11 February 2011), the tax
administration reduced the amount of this supplementary
tax (on 26 September 2011), bringing it to 180 million
euros, in principal. Through a new correcting proposal
(26 April 2012), the tax authorities indicated to Icade that
they were thinking of modifying the applicable tax rate by

within the framework of its business activity, Icade is faced


with disputes. On the basis of a risk analysis established
by management and its legal advisors, the provisions
made are considered adequate at the close of the year
and the Company also considers that it possesses all the
information enabling it to support its position. Provisions
that are individually significant as of 31 December 2012
primarily represent tenant disputes, labour tribunals
and contractual commitments made in the course of its
normal business.

ICADE  2012 FINANCIAL AND LEGAL REPORT 167

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.9.

COMMITMENTS TO PERSONNEL

?!;?;@;J@"@]"![;J"!$!$?$]?;![?X@]#$';'
31/12/2012
(in thousands of euros)

@#$'$
commitment

Total

Hedged
commitment

@#$'$
commitment

Total

J?!;?X$\"?JX@";'

3,146

3,146

3,528

3,528

System change

364

364

^?J@]^!'!"?$
@#!^@[^"

341

341

Cost of services rendered


during the year

(a)

252

252

188

188

Financial cost for the year

(a)

167

167

96

96

Past service costs


recognized

(a)

(193)

(193)

?

419

419

91

91

Benefits paid out

(4)

610

(610)

(737)

(737)

Actuarial (gains) losses for


the year

(5)

63

63

71

71

Variation in past service


costs not recognized

(6)

193

193


?




3,723

3,723

3,1
146

3,146

@""]@
@!#!;@$

X@"";'
'?JJ?!;?XX;?\;X;
ue of hedging assetts
Valu
Opening fair value of
hedging assets

(6)

Impact of mergers and


other movements

(7)

Impact of capping hedging


assets recognized

Amount of charges to be
repaid recorded separately
under assets

Expected return on assets

(b)

Contributions

(b)

Benefits provided

(b)

Actuarial gains (losses) for


the year

(b)


\
\

X@"";'
']?
?;![?X@]
hedging
g assets

168

31/12/2011

Hedged
commitment

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

^@"!J@';$@#\?X?J"#?$;J@^"?^
31/12/2012

31/12/2011
Total

Hedged
commitment

@#$'$
commitment

Total

3,723

3,146

3,146

649

649

1,206

1,206

4,372

4,372

4,35
52

4,352

Cost of services rendered during the year

252

252

188

188

Financial cost for the year

167

167

96

96

63

63

71

71

(193)

(193)

(193)

(193)

289

289

16
62

162

@#$'$
commitment

Total

(in thousands of euros)

Actuarial debts at closing


Fair value of hedging assets
Past service costs not recognized
;?\
\;X;;;""!J@';$;;#\?X?
J
"#
#

Return on assets
Actuarial (gains) losses for the year
Past service costs recognized

Hedged
commitment

@#$'$
commitment

3,723

Impact of reduction or liquidation of plan


J@
@^
?
$""!J@';$;
#
#
inco
ome
e sttatement

?!;?;@;X;?\;X;;"!J@';$@#\?X?J"#
31/12/2012

31/12/2011

Hedged
commitment

@#$'$
commitment

Total

Hedged
commitment

4,352

4,352

4,927

4,927

^?J@]^!'!"?$@#!^@[^"

341

341

Income and expenses recognized in the


income statement

289

289

162

162

(610)

(610)

(737)

(737)

4,372

4,372

4,35
52

4,352

(in thousands of euros)

Opening net liabilities

Benefits paid out


Contributions paid
Net liab
bilitties at closin
ng

Commitments to staff are assessed on 31 December 2012


according to the modes of the Unique Agreement of the Icade
Group signed on 17 December 2012.

In total, the cost of services rendered that are not recognized


and remain to be spread, related to the various system changes
amounted to 649 thousand euros as of 31 December 2012
compared with 1,206 thousand euros as of 31 December 2011.

The impact of this new agreement on the assessment of allowances


for retirements totalled (0.4) million euros and, being a system
change, corresponds to the costs of services rendered not
recognized over the year and remaining to be amortized.

ICADE  2012 FINANCIAL AND LEGAL REPORT 169

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

The following actuarial assumptions were used:

retirement age starting in 2008: 62 for employed categories


and employees, technicians and supervisors and 64 for
managers.

discount rate: 2.80% as of 31 December 2012 and 3.05% as


of 31 December 2011; The discount rate used starting at the
end of the financial year December 31, 2012 is henceforth
defined with respect to the iBoxx Corporates AA 10+
reference. This reference represents more explicitly, to our
knowledge, as of 31 December 2012, the rate of return of
the premier category corporate bonds;

Wage increases and staff turnover rates are defined by business,


occupational category and age range. Social security and tax rates
on salaries are defined by job and occupational category. Pension
payments are valued according to the probable determination
method.

male/female mortality tables: TH 2008-2010 and TF 20082010 as of 31 December 2012 and 31 December 2011;

Moreover, the Group recognizes long-term commitments in the


form of long-service bonuses and jubilee payments.

inflation rate: 2%;

31/12/2012

31/12/2011

Long-service bonuses and jubilee payments

920

166



920

166

(in thousands of euros)

The impact of the unique agreement on the assessment of long-service medals is recognized in revenue the same as the change of
the reference rate of the iBoxx Corporates AA 7-10.

@"";\XJ@^"?;@]@!!^;?;@@]^X@^J@!?J"?$@#!@"@$!^!?;@]@!";@!
J;["
(in thousands of euros)

Icade Executive Committee

3,606

Icade other employees

1,477

TOTAL NOT RECOGNIZED

5,077

In light of current decisions taken by management, employmentrelated benefits affecting Icade employees are not covered by
any provision.

4.10. STOCK OPTION SUBSCRIPTION AND


BONUS STOCK PLANS
As part of the delegation received by the Combined Ordinary
and Extraordinary General Meeting of 15 April 2009, the Board of
Directors on 16 February 2012 decided the terms of a new stock
option plan intended for executives as well a bonus share plan for
all Group employees, whose characteristics are presented below.

170

31/12/2012

ICADE  2012 FINANCIAL AND LEGAL REPORT

The following stock option subscription plans were current at


31 December 2012:

@J@;@"\"J!;;@?$\@""#?!
X?"   ?$

The characteristics of the other stock subscription plans current


at 31 December 2012 and share price movements during fiscal
2012 are presented in the following table:

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

X?"]X];XX$

Allocation date
Date of amendment of performance
conditions not related to the market
Acquisition period (in years)
Life of the plans (in years)

X?"]X];XX$

X?"]X];XX$

2011 Plan

?

\

?

\

?

 ?

?

6/29/06

6/29/06

01/08/07

01/08/07

01/03/08

07/24/08

03/03/11

12/14/06

3.8

Total
plans

[!?'
!;J@]
!J;"
!"#?!
()

430,240

816,650

456,000

188,000

54,500

145,000

!J;"!;J(in euros)

31.72

31.72

47.31

47.31

103.01

66.61

80.86

^\!@]@;@"?"@]

??!

23,284

277,052

344,034

142,614

55,045

138,500

146,500

1,127,029

80.83

Number of options allocated over


the period (Board of Directors
decision dated 2/16/2012)

1,500

1,500

66.61

Adjustments

Number of options exercised during


the period

4,346

12,164

16,510

63.44

Number of options cancelled during


the period

410

7,640

12,386

29,200

1,500

51,136

78.89

18,938

264,478

283,416

63.44

^\!@]@;@";J;!JX?;@
?"@]
J^\!

344,034

134,974

42,659

110,800

145,000

777,467

85.81

Including those assigned to related


parties

43,318

42,659

85,000

95,000

265,977

Including those to be exercised at


the end of the period

344,034

134,974

42,659

110,800

- performance conditions related to


the market

acquired:
22.5%

NA

acquired:
22.5%

NA

acquired:
15%

0.0%

0.0%

- performance conditions not


related to the market

acquired:
30.0%

acquired:
30.0%

NA

acquired:
22.5%

NA

0.0%

^\!@]@;@"'!?$

Number of options cancelled


~  

8
147,500 2,237,890

Fulfilment of performance
conditions

@;@ "#?!

?!;

@;?X^\!@]"#?!"
!J;"!;J!"#?!(in euros)

@;@
"#?!

172,017

67,487

42,659

110,800

145,000

63.44

63.44

94.62

94.62

103.01

66.61

80.86

[!!?'"#??!!;J@#$?
@]!J;"";'@;@"(in eurros)

537,963
85.81
63.32

(1) Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of stock options, following the distribution of
part of the 2006 and 2007 dividends by drawing on reserves (Boards of Directors of 31 August 2007 and 16 April 2008).
(a) Stock option plans with performance conditions related and not related to the market:
Plans 1-2006, 1-2007 and 1-2008: the performance condition is based on the achievement of an annual NPGS rate and the development of the price of Icade
shares compared to a reference price.
Plan 1-2-2008: the performance condition is based on the development of the price of Icade shares compared to the development of the IEIF index.
[# Y7=| " \  &     " "$&  "   "  # " }  " $#\&  " \   Z " 
compared to the development of the IEIF index.
(b) Stock option plans without performance conditions.

The exercise period of Plans 1-2006 and 2-2006 matured on 29 June 2012.
As of 31 December 2012, 632,467 share subscription options representing 392,852 shares were exercisable for Plans 1-2007, 2-2007,
1-2008, and 1.2-2008.

ICADE  2012 FINANCIAL AND LEGAL REPORT 171

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

#@$@][?X?;@]?;![?X@]"@J@;@"\"J!;;@X?"
X?"]X];XX$

X?"]X];XX$


Plan 1


Plan 2


Plan 1


Plan 2

X?

Plan 1

12.81

12.81

35.75

13.92

19.00

Probability of service

100.00%

100.00%

94.81%

94.00%

85.49%

Risk-free interest rate

3.95%

3.95%

4.00%

4.75%

3.38%

20%

20%

40%

32%

33%

Expected dividend rate

1.32%

1.32%

3.19%

4.73%

4.00%

Price of underlying stock

49.61

49.61

105.00

71.90

82.43

Exercise price

47.31

47.31

103.01

66.61

80.86

!;@^;?
?X

!;@^;?X

!!;@^;?
?X

!;;@^;?X

!;@^
^;?X

Average weighted fair value of the option

Expected volatility

Mod
del use
ed

@""#?!X?"
The 1-2012 and 2-2012 bonus share allocation plans provide
for the allocation of 15 free shares per employee or director.

The free share allocation plan 2-2012 dedicated to the executive


committee members and to the coordination committee members
bears:

50% unconditioned free shares;

50% free shares conditioned on the fulf ilment of a


performance condition not related to the market.

The following table shows the characteristics of the bonus share plans current on 31 December 2012:
^\!@]?$"$
"#?!"

!;';?XJ#?!?J!;";J"@]#X?"
^\!
@]"#?!"
allocated
Life
at the
Allocation Acquisition of the @!;';@]
date
!;@$ plans the Plan

Plans

2009(1)

2011
1 - 2012
(4)

2 - 2012

including including
^\! ^\!
Adjustment @]"#?!" @]"#?!"
?!; ?J;!$ allocated

^\!@]"#?!"?"@]

??!

@[^"@[!#
!;@$

^\!@]"#?!"?"@]

J^\!

including including
including including
^\! ^\! including
^\! ^\! including
J#?' @]"#?!" @]"#?!" subject to "#?!"@ cancelled @]"#?!" @]"#?!" subject to
?!; ?J;!$ allocated conditions standing "#?!" ?J;!$ allocated conditions

19/01/09

2 years 4 years

78,876

1.53

113,011

5/39

14,489

6,139

14,489

01/07/09

2 years 4 years

37,500

1.13

42,219

5/39

5,412

5,412

5,412

5,412

29/09/09

2 years 4 years

46,500

1.13

52,351

5/39

6,713

6,713

03/03/11

2 years 4 years

17,660

10

15,890

910

10

14,980

02/03/12

2 years 4 years

26,190

1,305

24,885

02/03/12

2 years 4 years

28,290

184

28,106

28,106

26,623

15,890

11,551

2,399 26,624

67,971

33,518

TOTAL

207,581

(1) Plans originally issued by Compagnie La Lucette.


Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of bonus shares.
(2) After merger of Compagnie la Lucette by Icade decided at the general meeting of 29 October 2010 applying the exchange parity used, i.e., 39 CLL shares for 5 Icade shares.
 " ~   X    K&\ #
  ^ \& 7==     "  Z "        " \  &   "  # \#; #  " &      "
Total Shareholder Return (TSR) index.
> "   "  [# 7Y=7    ]|  "   " ] ; ] \  '=!  " \ $        " \  &   &  " &     " }

172

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.11. FINANCIAL DEBTS


31/12/2012

31/12/2011

2,660,737

2,234,051

Interest accrued on loans from credit institutions

6,604

13,254

Bank credit balances

1,915

1,870

Interest accrued on bank credit balances

Bank loans and overdrafts

Interest accrued on bank loans and overdrafts

10

2,669,256

2,249,185

93,911

94,205

557

586

27,220

26,101

121,688

120,892

266,798

401,498

11,663

13,669

278,461

415,167

3,069,404

2,785,243

(in thousands of euros)

@?"?$$\";#J!$;;";;@"
Loans with credit institutions(1)

Sub
btota
al
Miscellaneous financial loans and debts
Interest accrued on other loans
Other loans
Interest accrued on other loans
Deposits and sureties received
Debts associated with equity interests
Sub
btota
al
!@?$?""@J;?"
Group current accounts
Other Group debts
Sub
btota
al
TOTAL
(1) These loans are hedged (see 8.2) are further guaranteed through:
- privileges of lenders at the level of 255,000 thousand euros;
- security of shares at the level of 41,712 thousand euros.

ICADE  2012 FINANCIAL AND LEGAL REPORT 173

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.12. DEBT MATURITY STATEMENT


!@""?^@?
31/12/2012


?!


?$
 ?!"

?!"

2,660,737

383,645

2,172,818

104,274

Interest accrued on loans from credit institutions

6,604

6,604

Bank credit balances

1,915

1,915

Interest accrued on bank credit balances

Bank loans and overdrafts

Interest accrued on bank loans and overdrafts

2,669,256

39
92,164

2,1
172,818

104,274

93,911

91

17,089

76,731

557

557

27,219

738

334

26,147

121,687

1,386

17,423

102,878

266,798

266,798

11,663

11,663

278,461

27
78,461

3,069,404

672,011

2,190,241

207,152

(in thousands of euros)

@?"?$$\";#J!$;;";;@"
Loans with credit institutions

\
\@?X
Miscellaneous financial loans and debts
Interest accrued on other loans
Other loans
Interest accrued on other loans
Deposits and sureties received
Debts associated with equity interests
\
\@?X
!@?$?""@J;?"
Group current accounts
Other Group debts
\
\@?X
TOTAL

4.13. STATEMENT OF OPERATIONAL DEBT INSTALMENTS AND UNEARNED INCOME


!@""?^@?
31/12/2012


?!


?$
 ?!"

?!"

1,481

1,481

Suppliers and related accounts

18,613

18,613

Personnel and related accounts

8,216

8,216

Social security and other social organizations

5,166

5,166

34

34

Corporation tax

3,890

2,897

993

Other taxes and similar

5,917

5,917

Suppliers of fixed assets

17,113

17,113

Other debts

6,902

6,902

36,478

1,150

1,512

33,816

103,811

67,490

2,505

33,816

(in thousands of euros)

Advances and part-payments received on orders

Employee profit-sharing and social contribution

Deferred income

(1)

TOTALS

(1) Including the building lease for the Bassin Nord transaction in the amount of 36,083 thousand euros.

Expenses payable totalled 48,498 thousand euros.

174

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE BALANCE SHEET

4.14. INFORMATION ON AFFILIATED COMPANIES AND SHAREHOLDINGS


31/12/2012
Related
businesses

";"""#;J##J@^?
#?"??!;J;??""@J;?;@

2,095,860

159,476

969,225

45

4,567

374

1,082,217

192,615

Loans and debts with credit institutions

329,442

Miscellaneous financial loans and debts

269,389

9,124

441

2,131

153

1,525

35,705

155,315

11,566

14,176

3,911

(in thousands of euros)

ASSETS
Advances and deductions on assets
Investments
Investment-related receivables and other related parties
Loans
Advances and payments on account on orders
Trade accounts and notes receivable
Other receivables
LIABILITIES

Advances and partpayments received for orders in progress


Trade debtors and related accounts
Debts on capital assets and related accounts
Other debts
INCOME STATEMENT
Participating interests
Other financial income
Financial charges

The amount of the proceeds from sales of assets and property reserves made with affiliated companies and equity interests was 1,982
thousand euros.
Transactions with related parties are executed under normal market conditions.

ICADE  2012 FINANCIAL AND LEGAL REPORT 175

INDIVIDUAL ANNUAL ACCOUNTS CASH FLOW TABLE

 ?"#_@?\X
31/12/2012

31/12/2011

61,199

92,176

144,758

5,893

1,967

(39,713)

13,799

(112,484)

(41,504)

55,727

70,364

Cost of net financial debt

91,128

91,787

Tax expense

4,004

547

?"#]X@]!@^@!?;'?J;[;;"\]@!J@"@]];?J;?X$\?$?

150,859

162,698

!"?;$

 

2,354

10,403

#?';@!;'J?;?X!;!^!X?$@@!?;'?J;[;;"

13,980

NET
T CA
ASH
H FLOW FROM
M OPERATIN
NG AC
CTIVITIES

50,266

95,219

(34,446)

(46,935)

67,622

60,207

1,240

486

34,416

13,758

acquisitions

(309)

disposals

1,645

5,287

(65,288)

(215,589)

25,465

13,463

103,660

32,691

Financial investments

65,173




CAS
SH FLO
OW RELATED TO INVESTM
MENT TRANSACTION
NS

99,589

(in thousands of euros)

I] OPERATING ACTIVITIES
!@];
Allocations calculated for amortization, depreciation and other charges
Other accruals
Capital gains or losses on disposal of assets
Dividends received
?"#]X@]!@^@!?;'?J;[;;"?]!J@"@]];?J;?X$\?$?

??;$

II] INVESTMENT ACTIVITIES


Tangible and intangible assets
acquisitions
disposals
Investment grants received
Change in deposits paid and received
!?;@?X;["^"
Other securities

Consolidated securities
acquisitions
disposals
movements on related accounts receivable
Dividends received

176

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS CASH FLOW TABLE

31/12/2012

31/12/2011

664

11,752

(192,563)

(170,621)

Automatic migration of results from SCIs

8,978

Merger costs

14,164

(215,016)



795,000

525,604

(368,609)

(287,781)

(60,884)

142,898

(6,187)

(233,600)

(271,954)

158,015

Purchase and sales of derivative instruments

(2,400)

(9,093)

#?';J?"#]X@]!@^];?J;'?J;[;;"

84,966

296,043

NET
T CA
ASH
H FLOW FROM
M FINANCIN
NG AC
CTIVITIES






57,086

 

NET
T CA
ASH
H POSITION AT THE STAR
RT OF
F THE YEAR

18,184

142,042

177

75,274

18,184

["^"J!;;"JX$;'?JJ!$;!"@$

141,001

94,674



216,275

112,858

(in thousands of euros)

III] FINANCING ACTIVITIES


Sums received from shareholders on increases in capital
paid by Icade shareholders
paid by minority shareholders of consolidated subsidiaries
Dividends paid during the financial year
dividends (including deduction at source) and interims paid in the year by Icade
dividends and interims paid in the year to minority shareholders of consolidated subsidiaries

Buy-back of treasury stock


#?';J?"#]X@]!@^J?;?X!?"?J;@"
Issues or subscriptions of borrowings and financial debts
Repayment of borrowings and financial debts
Purchase and sales of other financial assets
Current accounts
Debts and investment-related receivables and other related parties

IMPACT OF MERGERS
NET
T CA
ASH
H POSITION AT THE END OF THE YEAR

ICADE  2012 FINANCIAL AND LEGAL REPORT 177

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE INCOME STATEMENT

6. Notes on the income statement


6.1.

OPERATING PROFIT

Revenues
31/12/2012

31/12/2011

142,137

149,832

1,283

379

37,526

32,013

of which provision of central services

26,538

27,358

of which other services

10,988

4,656

180,946

182,224

31/12/2012

31/12/2011

35,830

42,546

2,197

2,245

10,978

12,105

1,302

1,253

50,307

58,149

31/12/2012

31/12/2011

Purchases and inventory changes

10,689

18,342

Outside services

65,923

58,834

Tax, duty and similar payments

20,193

20,245

Wages and salaries

25,105

25,292

Social security costs

11,329

10,781

Allocations for amortization and impairment

75,501

73,797

Depreciation on current assets

3,536

2,870

Provisions for liabilities and charges

4,268

1,011

Other expenses

4,686

5,015

221,230

216,187

(in thousands of euros)

Rental income
Sale of goods
Provision of services

TOTAL
All revenues are earned in France.

#!@!?;';J@^
(in thousands of euros)

Re-invoicing of rental charges


Re-invoicing of expenses undertaken on behalf of subsidiaries
Fees for the Icade brand
Miscellaneous income
TOTAL

!?;'""
(in thousands of euros)

TOTAL

178

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS NOTES ON THE INCOME STATEMENT

6.2.

FINANCIAL PROFIT/LOSS
31/12/2012

31/12/2011

Dividends

90,098

32,466

Share of profits from tax-transparent companies

28,178

25,466

Other income related to shareholding

49,390

54,567

8,184

5,318

31,542

81,990

19

1,113

(1,336)

(43,037)

(45,526)

Share of loss on tax-transparent companies

(5,793)

(16,429)

Other income related to shareholding

(3,840)

(5,786)

(47,586)

(52,017)

(109,006)

(19,765)

60,061

(in thousands of euros)

Other financial income

(1)

Reversal of financial provisions


Transfer of financial charges
Interest on BRS
Other interest charges

Other financial charges


Financial provisions
TOTAL
(1) Including merger proceeds of Icade Services for a total of 4,253 thousand euros.

 

Z

(in thousands of euros)

Income

""

Net impact

Sale of long term assets and equity investments

83,601

46,175

37,426

4,237

4,452

(215)

1,226

(1,226)

457

457

2,878

4,059

(1,181)

91,173

55,912

35,261

Litigation with a real estate promoter


Technical loss on SCI PDM 3
SCI Bas Longchamps liquidation
Other
TOTAL

6.4.

INCOME TAX

Pursuant to the rules governing SIIC, Icades taxable income


represented a profit of 5,672 thousand euros, after charges of
reportable losses.
As of 31 December 2012, the residual amount of reportable losses
amounted to 9,574 thousand euros.

Tax liability on the results for the year was 4,004 thousand euros
and breaks down mainly as follows:

tax determined for the year 2012 for 2,022 thousand euros;

exit tax charge related to the PDM 4 building for 1,987 euros.

Authorization for the utilization of the tax deficits of Compagnie


La Lucette prior to 1 January 2010 has been requested and is
currently being reviewed by the Tax Administration.

ICADE  2012 FINANCIAL AND LEGAL REPORT 179

INDIVIDUAL ANNUAL ACCOUNTS @%{${]=;<;;:=@~~:~;]:

 ~\?X?J"#J@^^;^"
Commitments made
?!;
31/12/2012


?!

@?!"

?!"

145,028

20,844

74,789

49,395

27,349

8,036

10,312

9,000

9,377

5,777

1,521

2,079

38

38

Liability guarantees granted

25,502

23,034

2,468

Completion guarantees given

80,311

80,311

350,000

350,000

41,593

41,593

184,639

3,139

181,500

2,000

2,000

865,837

143,179

270,590

452,067

31/12/2012


?!

@?!"

?!"

8,388

5,604

961

1,823

235,632

14,751

62,014

158,867

Miscellaneous other commitments received

4,284

751

806

2,727

Bank guarantees received

3,785

3,297

488

Credit lines received not used

895,000

895,000

Minimum payments to be received on straightforward rental

484,929

105,150

254,206

125,573

1,632,018

126,256

1,216,284

289,478

(in thousands of euros)

Sureties and guarantees given


Miscellaneous other commitments made
Minimum payments to be received on straightforward rental
Commitments for work given excluding PPP

Financial guarantee given


Purchase options given on PPP operations
Sale options on housing-unit and business park transactions
Sale options Finca sale and purchase
TOTAL

@^^;^"!J;[$
?!;
(in thousands of euros)

Sureties and guarantees received


Minimum payments to be received on PPP operations

TOTAL

180

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS @:<;]@~{:@]

 #!;]@!^?;@





On 21 January 2013, a sale promise under suspensive conditions concerning nine warehouses was signed. The related financial
consequences have been accounted for in the accounts for the year 2012.
On 29 January 2013, the funds related to the mortgage financing of 180,000 thousand euros backed by the Parc du Pont de Flandres
were raised.

8.2.

COMMITMENTS FOR LOAN HEDGING INSTRUMENTS


31/12/2012
@;@?XJ@!?J[?X

Total

Less than
@?!

@!#?@?!
and less than five
?!"

@!#?
];[?!"

3.54%

1,784,603

287,882

1,345,323

151,398

4.09%

205,920

105,920

100,000

1,990,523

393,802

1,445,323

151,398

(in K)

[!?'
!?

Swaps
Rates options(1)
TOTAL SWAPS AND RATE OPTIONS
(1) CAP and CAP graded.

The fair value of all derivative instruments at 31 December 2012 (excluding ICNE) is as follows:

Swaps:

(129,294) thousand euros;

Rates options:

576 euros.

The variable-rate debt was hedged to 89.4% by swaps and rate options.

8.3.

CONSOLIDATION

Icades consolidated accounts are consolidated into those of the Caisse des Dpts according to the full-consolidation method.

8.4.

REMUNERATION AND BENEFITS ALLOCATED FOR THE FINANCIAL YEAR TO


ADMINISTRATORS AND MEMBERS OF THE EXECUTIVE COMMITTEE
31/12/2012

(in K thousand)

Compensation paid

2,788

Directors fees paid

221

TOTAL

8.5.

3,009

HEADCOUNT

The number of full time employee as of 31 December 2012 was as follows:

?'@!;"
Managerial/executive staff (and similar)
Employees
TOTAL

Employees of the company


not made available

Employees made
available

Total

238

242

58

58

296

300

ICADE  2012 FINANCIAL AND LEGAL REPORT 181

INDIVIDUAL ANNUAL ACCOUNTS @:<;]@~{:@]

8.6.

TABLE OF SUBSIDIARIES AND SHAREHOLDINGS


@@[?X@]
"#?!"#X$

(in thousands of euros)

#?!#@X$!" #?!@]
equity capital
J$;'
held
Capital
capital
in %

!@""

Income
Obs.
]!@^#
$?
Loans ?!?"
![;@"
of last
and
given to
?!$ Dividends balance
Net Advances "\";$;?!;" Revenues
@! !J;[$ "#


#X$?@[!

182

SAS

Icade Tour EQHO

250,037

1,102

100 350,037 251,139

236,148

(62,154)

2012

SAS

Sarvilep

1,000

116,064

100 156,500 134,886

7,243

49,608

2012

SASU

Icade Promotion
Logement

29,683

203,279

100 135,089 135,089

38,696

564,393

19,052

2012

SCI

Icade-Leo Lagrange

121,911

3,176

100 121,911 121,911

137,857

16,803

3,176

2012

SCI

Icade-Rue des Martinets

99,177

(28,207)

100

99,177

70,971

5,670

4,551

2012

SCI

Morey

76,027

(27,208)

100

76,028

46,798

49,020

2,372

2,020

2012

SCI

Chambolle

72,353

(17,252)

100

72,354

47,220

7,881

6,067

7,881

2012

SAS

Icade Bricolage

38,347

26,821

100

67,845

67,845

10,200

8,752

3,525

2,684

2012

SCI

Mondotte

58,368

(5,632)

100

58,369

58,369

47,052

6,126

1,052

2012

SA

Icade Finances

56,000

(35,172)

100

56,000

20,828

(3,166)

2012

SCI

PDM 2

42,702

20,160

100

42,702

42,702

42,205

11,233

2,705

2012

SAS

C.F.I.

26,977

15,608

100

40,788

40,788

44,547

6,916

(241)

6,698

2012

SCI

PDM 1

39,652

28,051

100

39,652

39,652

47,416

13,356

4,416

2012

SCI

Messine Participations

24,967

10,748

100

34,388

34,388

35,865

5,270

1,992

2012

SCI

Gascogne

25,871

(15,438)

100

25,871

10,755

11,304

2,825

697

2012

SCI

Icade 69 Bd Haussman

28,984

2,054

100

24,834

24,834

29,958

4,238

2,054

2012

SCI

Le Tolbiac

22,938

249

100

22,938

22,938

41,129

2,115

249

2012

SCI

Icade Camille des Moulins

15,862

3,876

100

17,869

17,869

20,161

3,450

1,879

2012

SCI

Nanterre toile Park

10,790

1,133

100

16,441

11,923

12,880

1,512

1,046

2012

SAS

Icade Conseil

270

1,259

100

12,829

12,700

608

7,184

643

1,566

2012

SCI

Evry Europen

3,492

4,531

100

12,217

8,765

8,894

1,574

(184)

2012

SCI

Bati Gautier

1,530

2,773

100

11,474

11,474

2,346

3,818

2,331

2012

SCI

Evry Mozart

5,665

374

100

10,676

6,361

6,976

1,377

289

2012

SCI

Icade Morizet

9,100

996

100

10,234

10,234

12,646

2,104

996

2012

SCI

68 avenue Victor Hugo

7,822

1,835

100

7,822

7,822

10,369

1,923

1,872

2012

SCI

21

2,850

100

6,594

2,850

6,807

785

(2,925)

395

2012

SAS

Icade Arcoba

3,230

128

100

4,637

3,358

17,453

745

2012

SAS

Icade Suretis

801

(251)

100

4,300

550

7,667

(728)

2012

SCI

Marignane La Palun

(908)

100

3,686

414

2,974

402

(380)

2012

SAS

Iporta

500

401

100

2,700

2,700

2,959

193

80

2012

ICADE  2012 FINANCIAL AND LEGAL REPORT

INDIVIDUAL ANNUAL ACCOUNTS @:<;]@~{:@]

@@[?X@]
"#?!"#X$

(in thousands of euros)

#?!#@X$!" #?!@]
equity capital
J$;'
held
Capital
capital
in %

!@""

Income
Obs.
]!@^#
$?
Loans ?!?"
![;@"
of last
and
given to
?!$ Dividends balance
Net Advances "\";$;?!;" Revenues
@! !J;[$ "#

SAS

Icade Property
Management

3,450

1,938

100

2,406

2,406

34,134

1,582

2,243

2012

SASU

Icade Commerces

2,000

1,460

100

2,000

2,000

398

1,259

14,214

2012

SCI

BSM du CHU de Nancy

1,400

(4,062)

100

1,400

1,400

1,650

5,426

(1,587)

2012

SCI

Zeugma

1,151

100

1,383

1,151

1,204

2012

SCI

Des Pays de Loire

637

(517)

100

576

120

(62)

2012

SCI

2C Marseille

480

(88)

100

479

479

770

583

(4)

2012

SCI

Residence de Sarcelles

201

(304)

100

214

98

47

94

(70)

2012

SCI

PCM

145

580

100

145

145

231

2,924

(154)

2012

SAS

Icade Transactions

524

733

100

131

131

219

3,617

(73)

2012

SA

Inmobiliaria de la Caisse
des Dpts Espana(*)

60

642

100

68

68

452

255

4,526

2012

GMBH

Icade Reim
Deutschland(*)

25

519

100

25

25

314

2012

SCI

Les Tovets

10

181

100

10

10

327

113

85

2012

BV

Icade Reit(*)

18

285,785

100

288,917

(3,132)

824

2012

SNC

Mistral

530

100

678

60,000

(383)

2012

SNC

Capri Danton

100

2012

SCI

BSP

10

(333)

99

10

10

1,312

(406)

2012

SCI

La Sucriere

45

99

40

(2)

2012

SNC

Icade CBI

111,328

(679)

80

88,868

88,741

13,668

10,476

6,939

2012

SAS

Icade Asset
Management

225

24

75

169

169

1,316

24

2012

SAS

Icade Sant

297,580

528,502

63 450,259 450,259

385,484

92,297

21,359

7,175

2012

SCI

Severine

100

104

60

60

60

401

135

104

2012

SCI

FAM de Lomme

900

412

51

459

459

322

788

106

2012

 " "#  ]; $  \ #   #"    Z  

ICADE  2012 FINANCIAL AND LEGAL REPORT 183

INDIVIDUAL ANNUAL ACCOUNTS @:<;]@~{:@]

@@[?X@]
"#?!"#X$

(in thousands of euros)

#?!#@X$!" #?!@]
equity capital
J$;'
held
Capital
capital
in %

!@""

Income
Obs.
]!@^#
$?
Loans ?!?"
![;@"
of last
and
given to
?!$ Dividends balance
Net Advances "\";$;?!;" Revenues
@! !J;[$ "#


#X$?\

?$

184

SCI

du Bassin du Nord

103,889

23,628

50

72,762

72,762

119,802

27,325

(7,822)

2012

SCI

ODYSSEUM PD FRANCE

97,712

4,740

50

49,220

49,220

55,621

19,953

4,739

2012

SCI

CNM

420

793

50

210

210

102

1,033

(67)

2012

SAS

Icade Pierre pour Tous

37

(77)

49

18

(3)

2012

SCI

SCIA

(2)

49

47,228

1,285

(4,777)

2012

SNC

PB 3I PROMOTION

(1)

38

2012

SCI

Terrasse Bellini

91,469

8,819

33

37,179

37,179

14,105

3,887

8,798

2,261

2012

SCI

SCI De La Vision

1,500

1,512

22

330

330

3,403

109

2012

SCI

Centre des Archives


Diplomatiques

1,440

1,384

22

317

317

146

3,509

109

2012

SCI

Htel de Police
Strasbourg

76

2,177

19

14

14

4,116

2,098

333

2012

SAS

Guyane Lyces

1,650

38,004

16

264

264

183

3,407

355

80

2011

SAS

La Cite

1,618

(3)

16

259

259

2,329

2011

SAS

Chrysalis

40

5,398

16

26

2011

SAS

UMAG

898

9,885

10

90

90

(94)

2011

ICADE  2012 FINANCIAL AND LEGAL REPORT

Statutory Auditors
report on the annual

  

Statutory Auditors report on the


??X?J;?X"?^" ............................................................. 186

ICADE  2012 FINANCIAL AND LEGAL REPORT 185

STATUTORY AUDITORS REPORT ON THE ANNUAL FINANCIAL STATEMENTS

Chapter 6
Statutory Auditors report on the
 
  

FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012

This is a free translation into English of the statutory auditors report on the financial statements issued in French and is provided solely
for the convenience of English speaking users. The statutory auditors report includes information specifically required by French law in
such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an
explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters. These assessments
were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate
assurance on individual account captions or on information taken outside of the financial statements.
This report also includes information relative to the specific verification of information given in the management report and in the
document addressed to the shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards
applicable in France.

To the Shareholders,
= " ! ! 

    
 
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186

ICADE  2012 FINANCIAL AND LEGAL REPORT

STATUTORY AUDITORS REPORT ON THE ANNUAL FINANCIAL STATEMENTS

II - JUSTIFICATION OF OUR ASSESSMENTS


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The Statutory Auditors (French original signed by)

Mazars
Gilles Rainaut

!;J?!#@"@@!"$;
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= 

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ICADE  2012 FINANCIAL AND LEGAL REPORT 187

188

ICADE  2012 FINANCIAL AND LEGAL REPORT

Report of the Chairman


of the Board of Directors
1. Corporate governance ................................................................... 190
1.1
1.2.
1.3.
1.4.
1.5.

Reference to the AFEP-MEDEF Code .......................................................................................190


Working of the Board of Directors ............................................................................................192
Workings of the Board of Directors committees ...............................................................196
$  
=;+ "@?  .....................................................197
     
" 

 
 
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1.6. &  
    
 
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1.7. &'
  
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2. Procedures of internal control and risk management

.......... 201

2.1.
2.2.
2.3.
2.4.
2.5.

The audit framework .................................................................................................................... 201


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   ................................................................... 201
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   ......................................................... 202
: 

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  ........................... 202
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information .......................................................................................................................................
2.6. =
  
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   ..........................

ICADE  2012 FINANCIAL AND LEGAL REPORT 189

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

Chapter 7
Report of the Chairman
of the Board of Directors
drafted pursuant to Article L. 225-37 of the French Commercial Code
Pursuant to Article L. 225-37 of the Commercial Code, the Chairman
of Icades Board of Directors reported on the composition of the
board and application of the principle of balanced representation
of men and women within its membership, conditions for preparing
and organizing the Board of Directors activities, and internal
control and risk management procedures implemented by Icade
(Icade or the Company).
This report covers the period from 1 January to 31 December
2012. It was drafted following work carried out by the Chairman
with the support of management. To develop this report, of the

management committees, the Chairman consulted with the


Executive Committee in particular. The report was then submitted
to the Audit, Risk Management and Sustainable Development
Committee for comment.
It was also approved by the Board of Directors on 20 February 2013.
Icades internal regulations are available on the Companys website
(see: http://www.icade.fr/fo/fr/content/article/icade-emgpgouvernance.do).

1. Corporate governance
1.1

REFERENCE TO THE AFEP-MEDEF CODE

Icade refers to the Corporate Governance Code of Listed Companies published by the Association Franaise des Entreprises Prives
(AFEP) and the Mouvement des Entreprises de France (MEDEF ) of December 2008, and updated in April 2010 (the Reference Code),
available at http://www.medef.fr.
To date, Icade applies all of the recommendations of the Reference Code except the recommendations below for the following reasons:

190

Protection measure

Justification

Staggered renewal of the terms of corporate officers


(Article 12, paragraph 2 of the Reference Code: staggering the
terms of office must be organised in a manner so as to avoid a
mass renewal and to encourage a harmonious reappointment of
corporate officers )

Given the expiration dates of the various current terms of directors,


the staggered renewal of the terms of corporate directors is in
fact being applied, so there has been no need for it to be formally
organised, specifically in the corporate articles of association.

ICADE  2012 FINANCIAL AND LEGAL REPORT

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

Protection measure

Justification

All of the options and bonus shares assigned to the senior executive
corporate officer are subject to performance conditions
(Article 20.2.3, paragraph 3 of the Reference Code: exercise by the
senior corporate officers of all of the options and share purchases
must be related to performance conditions)

The great majority, but not all, of the options or bonus shares
assigned to the Chairman and CEO are subject to performance
conditions.
However, the Chairman and CEO undertook, during the Board of
Directors meeting on 20 December 2012, to propose to the board
that all options and bonus shares that are assigned to him in the
future be subject to performance conditions, as needed.

Compared to the previous fiscal year, it is noted that the Company now complies with the recommendations of the Reference Code
relating to:
(i) the absence of the Chairman and CEO on the Appointments and Remuneration Committee;
(ii) the presence of a majority of independent directors on the Appointments and Remuneration Committee; and
(iii) the organisation of meetings of directors outside the company (neither senior executive corporate officers nor employees) outside
the presence of internal directors.
Indeed, the Board of Directors, on 20 December 2012, noted the resignation of the Chairman and CEO from his term as member of the
Appointments and Remuneration Committee and named as a replacement a second independent director from the three members
forming the said committee.
This same Board of Directors, on 20 December 2012, also decided to hold a meeting of outside directors without the presence of the
internal directors during the 1st half of 2013.
Consequently, the Companys compliance with the provisions of the Reference Code may be summarised as follows:
No

Recommendation

Compliance with the recommendation


o

1.

Off-balance sheet and corporate risks (recommendation n 2.2)

Yes

2.

Information on the option of whether or not to separate the functions of the


Chairman of the Board and the CEO (recommendation no 3.2)

Yes

3.

Board of Directors and strategy (recommendation n 4)

Yes

4.

Board of Directors and annual shareholders meeting (recommendation no 5.2)

Yes

5.

Independent directors (recommendation no 8)

Yes
o

6.

Assessment of the Board of Directors (recommendation n 9)

Yes

7.

Board sessions and committee meetings (recommendation no 10)

Yes

8.

Director access to information (recommendation no 11)

Yes

9.

Duration of the director functions (recommendation n 12)

Yes
With the exception of the staggered
reappointment of directors
(explanations supplied in point 1.1 above)

10.

Board Committees (recommendation no 13)


o

Yes

11.

Accounts Committee (recommendation n 14)

Yes

12.

Selection or Appointments Committee (recommendation no 15)

Yes

13.

Compensation Committee (recommendation no 16)

Yes

14.

Director ethics (recommendation n 17)

Yes

15.

Remuneration of directors (recommendation no 18)

Yes

ICADE  2012 FINANCIAL AND LEGAL REPORT 191

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

No

Recommendation

16.

Termination of work contract in the event of appointment to corporate


office (recommendation no 19)

Compliance with the recommendation

Compensation of senior executive corporate officers (recommendation n 20)

Yes

17.1

Fixed portion of compensation (recommendation no 20.2.1)

Yes

17.2

Variable portion of compensation (recommendation no 20.2.2)

17.

Yes

17.3

Stock options and performance shares (recommendation n 20.2.3)

No

17.4

Termination benefits (recommendation no 20.2.4)

Yes

17.5

Supplemental retirement plans (recommendation no 20.2.5)

N/A

Information on remuneration of senior executive corporate officers


(recommendation no 21)

Yes

18.

18.1

Permanent information (recommendation n 21.1)

Yes

18.2

Annual information (recommendation no 21.2)

Yes

1.2.
1.2.1.

WORKING OF THE BOARD OF


DIRECTORS

As of 31 December 2012, the named list of directors is as follows:

Caisse des Dpts et Consignations, represented by Antoine


Gosset-Grainville - reappointed on 7 April 2011, until the
approval of the accounts for the financial year ending on
31 December 2014;

Christian Bouvier - reappointed on 22 June 2012 until the


approval of the accounts for the financial year ending on
31 December 2015;

Ccile Daubignard - reappointed on 22 June 2012 until the


approval of the accounts for the financial year ending on
31 December 2015;

Jean-Paul Faugre - reappointed on 20 December 2012


until the approval of the accounts for the financial year
ending on 31 December 2014;

Benot Faure-Jarrosson - reappointed on 7 April 2011 until


the approval of the accounts for the financial year ending
on 31 December 2014;

Nathalie Gilly (CDC) - appointed on 7 April 2011, until the


approval of the accounts for the financial year ending on
31 December 2014;

Thomas Francis Gleeson, Irish nationality - reappointed


on 16 April 2009 until the approval of the accounts for the
financial year ending on 31 December 2012;

Serge Grzybowski, Chairman and Chief Executive Officer of


Icade - reappointed on 7 April 2011 until the approval of the
accounts for the financial year ending on 31 December 2014;

Marie-Christine Lambert - reappointed on 22 June 2012


until the approval of the accounts for the financial year
ending on 31 December 2015;

Benot Maes - appointed on 22 June 2012 until the


approval of the accounts for the financial year ending on
31 December 2015;

Duties and prerogatives

The Icade Board of Directors establishes the Companys business


strategy and supervises its implementation. Subject to the powers
expressly reserved for shareholders meetings and within the
limit of the corporate purpose, it addresses all questions relating
to the due and proper functioning of Icade and settles matters
concerning it through its discussions. The Board of Directors
meets at least twice a year and whenever the interests of the
company so require.

1.2.2. Composition of the Board of Directors


The Board of Directors may include between 3 (minimum) and 18
(maximum) members, appointed by the Companys shareholders
at the Annual General Meeting.
The directors are appointed for a term of office of four years, which
is renewable. No one may be appointed as a director if, having
exceeded the age of 70, his or her appointment would have the
effect of bringing the number of directors who have exceeded
this age to more than one third.
To date, the Icade Board of Directors consists of 15 members,
including five women and six independent directors (i.e., 40% of
the directors including two women): Ccile Daubignard, Benot
Faure-Jarrosson, Thomas Francis Gleeson, Marie-Christine Lambert,
Benot Maes and Olivier de Poulpiquet.
The percentage of women on the Board is currently 33.33%, and
is consistent with the provisions of the law dated 27 January 2011
relating to the balanced representation of men and women on
boards of directors, and ensures professional equality (20% in
2014 and 40% in 2017).
The average term of office of the Companys directors is 4.3 years;
their average age is 52.2 years and 6.7% of them are of foreign
nationality.

192

Yes
o

ICADE  2012 FINANCIAL AND LEGAL REPORT

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

Olivier Mareuse (CDC) - appointed on 31 May 2011, until


the approval of the accounts for the financial year ending
on 31 December 2014;
Olivier de Poulpiquet - appointed on 22 June 2012, until
the approval of the accounts for the financial year ending
on 31 December 2013;

Alain Quinet - reappointed on 22 June 2012 until the


approval of the accounts for the financial year ending on
31 December 2015;

Cline Scemama (CDC) - appointed on 7 April 2011, until


the approval of the accounts for the financial year ending
on 31 December 2014;

Sabine Schimel (CDC) - appointed on 16 February 2010 to


start 17 February 2010, until the approval of the accounts
for the financial year ending on 31 December 2013.

The other appointments exercised by the directors are described


in the section relating to the administration and direction of the
Company in the 2012 Company Reference Document.
During the financial year 2012, the composition of the Icade
Board of Directors changed as follows:

the director appointments of Christian Bouvier, MarieChristine Lambert and Alain Quinet ended on 22 June 2012;

the Combined Shareholders Meeting of 22 June 2012


renewed the terms of office of Christian Bouvier, MarieChristine Lambert and Alain Quinet, until the close of the
Ordinary Shareholders Meeting to be called for 2016 to state
the accounts for the financial year ending 31 December 2015;

the Combined Shareholders Meeting of 22 June 2012


appointed Ccile Daubignard and Benot Maes as directors,
until the end of the Ordinary General Meeting to be called
in 2016 to state the accounts for the financial year ending
31 December 2015;

the Meeting of the Board of Directors of 22 June 2012


acknowledged the resignation of Alfonso Munk from his
appointment as director, effective 31 May 2012;

the Meeting of The Board of Directors of 22 June 2012


replacing Alfonso Munk, co-opted Olivier de Poulpiquet as
director, for the remainder of the term of his predecessor,
or until the close of the Ordinary General Meeting to be
called for 2014 to state the accounts for the financial year
ending 31 December 2013;

the Meeting of the Board of Directors of 20 December 2012


acknowledged the resignation of Edward Arkwright from
his appointment as director, effective 11 December 2012;
the Meeting of the Board of Directors of 20 December 2012,
replacing Edward Arkwright, co-opted Jean-Paul Faugre as
director, for the remainder of the term of his predecessor,
or until the close of the Ordinary General Meeting to be
called in 2015 to state the accounts for the financial year
ending 31 December 2014.

1.2.3. Independent directors


At its meeting of 20 February 2013, the Board of Directors of
Icade has:
(i) on recommendation of the Appointments and Remuneration
Committee, named independent directors Ccile Daubignard,
Benot Faure-Jarrosson, Marie-Christine Lambert, Thomas
Francis Gleeson, Benot Maes and Olivier de Poulpiquet;
(ii) examined case by case the independent directorships of
these six directors and decided, on recommendation of the
Appointments and Remuneration Committee, to declare these
six directors as independent if each one of them satisfied all
of the criteria required by the Reference Code to define the
independence of these directors, namely if they:
a) are not an employee or corporate officer of the Company,
employee or director of a company or entity of the Group
and have not been so during the preceding five years,
b) are not a corporate officer of a company in which the
Company directly or indirectly holds a directorship or in
which an employee designated as such, or a corporate
officer of the Company, (currently or having been so for
less than five years) holds a directorship,
c) are not a customer, supplier, commercial banker or financial
banker of the Company or its Group, or for which the
Company or its Group represents a significant share of
activity nor are they linked directly or indirectly to any
of the individuals mentioned above;
d) have no close family ties with a corporate officer or
employee holding management positions with a Group
company or entity;
e) have not been, during the last five years, a statutory auditor
of the Company, or of a company or entity holding at least
10% of the Companys share capital or of a company in
which the Company holds at least 10% of the share capital,
when his/her term of office ended;
f) have not been a Company director for more than 12 years,
noting that the loss of status of independent director
occurs only upon expiration of the term of office during
which the 12-year duration is exceeded;
g) are not or do not represent a shareholder owning more
than 10% of the share capital or voting rights in the
Company or its parent company.
It is noted in the internal regulation of the Icade Board of Directors
that the board may take the position that a director, although
meeting the above criteria, may not be considered as independent
given his specific situation or that of the Company, with regard to
its shareholder structure or for any other reason, and vice versa.

ICADE  2012 FINANCIAL AND LEGAL REPORT 193

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

No Icade independent director has business connections with


the Company.
Icade, whose Board is composed of a total of 15 directors with
more than a third of the directors being independent (40%), is in
compliance with Article 8.2 of the Reference Code.

1.2.4.

Convening and preparing the meetings


of the Board of Directors

The current Articles of Association specify that meetings of the


Board of Directors are convened by its Chairman at least five days
in advance and by any written means. This period may be reduced
if three directors, including the Chairman, have expressed their
agreement to convene at shorter notice.
Prior to any meeting, each director receives information relevant to
effective participation in the Boards deliberations in such a way as
to enable him/her to exercise his/her duties. The same procedure
occurs at any time in the life of the Company, between Board
meetings, when the importance or urgency of the information
so requires it.

A director may ask the Chairman for any additional information


that he/she considers necessary to effectively carry out his/her
duties, particularly concerning the agenda of meetings.
A director may ask the Chairman to arrange for him/her to meet
the senior executives of the Group, including when the Chairman
is not present.
During each Board meeting, the Chairman informs its members of
the main facts and significant events covering the life of the Group
which have occurred since the date of the last Board meeting.
In the event of a conflict of interest of one or more directors on a
topic which is subject to the decision of the Board of Directors, it is
requested that they do not take part in the discussions and do not
participate in the vote. This rule was applied during the financial
year ending 31 December 2012, particularly within the context
of the combination with Silic and the sale of Icades stake in PNE.
1.2.5.

Frequency of Meetings of the Board of Directors

The Icade Board of Directors met eight times during the financial
year 2012. The members of the Committee were present at a
rate of 76.6%.

The table below shows each directors 2012 Board of Directors meeting attendance rate:

Directors

194

Presence at
meeting

Total number
at meeting

Individual
attendance
rate

Caisse des Dpts et Consignations


represented by Antoine Gosset-Grainville

50%

Christian Bouvier

75%

Ccile Daubignard
(starting 22 June 2012)

100%

Jean-Paul Faugre
(starting 20 December 2012)

100%

Benot Faure-Jarrosson

100%

Nathalie Gilly

62.5%

Thomas Francis Gleeson

100%

Marie-Christine Lambert

75%

Serge Grzybowski

100%

Benot Maes
(starting 22 June 2012)

75%

Olivier Mareuse

50%

Olivier de Poulpiquet
(starting 22 June 2012)

75%

Alain Quinet

62.5%

Cline Scemama

75%

Sabine Schimel

100%

Alfonso Munk
(until 31 May 2012)

75%

Edward Arkwright
(until 11 December 2012)

57.14%

ICADE  2012 FINANCIAL AND LEGAL REPORT

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

1.2.6.

Duties and work of the Board of


Directors in 2012

In addition to the matters and decisions for which the Board of


Directors is legally responsible (review of the financial statements
and the annual and half-yearly business reports, convening
the Annual General Meeting of Shareholders to give a ruling
particularly on the accounts of the last financial year, preparation
of the interim management documents, procedures for the division
of directors fees, annual authorisation to be given to the Chairman
and Chief Executive Officer for agreeing sureties, endorsements
and guarantees, proposals for investment, divestiture and the
Groups strategy, etc.), the Board examined or adopted the following
points in particular:

the 2012 and 2013 budgets;

the forecast results for 2012 and the focus of Icades


Medium-Term Consolidated Plan for 2013-2017;

the recapitalisation of SAS Paris Nord Est and the sale of


Icades holding in SAS Paris Nord Est;

the proposed merger/absorption of Icade Services by Icade


and the development of the organisation of the Services
Division;

the entry of new shareholders in the share capital of Icade Sant;

the monitoring of major projects;

the plan for the combination between Icade and Silic


(including filing the public offer);

the financing and refinancing of the entire combined Icade/


Silic company and the authorisation of two loans from the
Company to Silic;

the internal audit activity in 2012 and the 2013 program;

setting of the variable portion of the remuneration of the


Chairman and Chief Executive Officer in 2011, setting of
performance criteria to allow for calculation of the variable
portion of the Chairman and Chief Executive Officers
remuneration for the financial year 2012;

adoption of a bonus stock plan for all Icade employees and


a plan for Icade shareholders;

renewal of the authorization given to the Chairman and Chief


Executive Officer, for a period of one year starting 3 May 2012,
to issue debt obligations with no access to the share capital;

the authorization given to the Chairman and Chief Executive


Officer, for a period of one year starting 3 May 2012, to issue
negotiable medium term notes (BMTN);

the implementation of the programme to repurchase the


Companys shares, in view of repurchasing its own shares;

the capital increase of Icade after exercising Icade stock


subscription options;

the proposal at the Annual General Meeting to name


Pricewaterhouse Coopers Audit as statutory auditor and Yves
Nicolas as alternate statutory auditor replacing KPMG S.A.
and the SCP Jean-Claude Andr and Others whose terms
ended;

the functioning of the Board of Directors and the selfassessment of the work of the Board of Directors;

the change in the internal regulation of the Board of Directors;

the analysis of the independence of certain directors;

the co-opting of two directors, the examination of the


candidacy of two new directors and the reappointment
of three directors;

the change of composition of the committees.

The minutes of Board of Directors meetings are prepared following


each meeting and communicated to directors for approval at the
following meeting.

1.2.7.

Statement of the Board of Directors activity

The Board of Directors has conducted its activity in compliance


with legal requirements and regulations and met regularly during
the financial year 2012.
In addition to holding ordinary and regular meetings, the Board
of Directors was particularly solicited and active throughout
the financial year 2012, especially in view of the plan for the
combination between Icade and Silic and the decisions on
all transactions related to it. In this context, pursuant to the
recommendations of the Reference Code, during this financial
year the Board of Directors had to examine and decide on strategic
operations for the Company.

1.2.8. Assessment of the work of the


Board of Directors
Note that a formal evaluation of the workings of the Board of
Directors was carried out in January 2011, with the assistance of
an outside consultant. The results of this work were presented
and discussed by the Board of Directors on 16 February 2011.
During the financial year 2012, the Board of Directors performed
a self-assessment of its ability to respond to the expectations
of the shareholders based on a comprehensive questionnaire
concerning the following themes: organisation and functioning
of the Board of Directors, information communicated to the
directors, attendance and punctuality, conduct of the Board of
Directors meetings, relationship of the Board of Directors with
the directors committees, areas of competence of the Board and
working methods, risk management, composition of the Board
of Directors and compensation of the directors, relationship of
the Board of Directors with general management, organisation
and functioning of the committees and personal appreciation of
governance and benchmark. In particular, the Board of Directors
analysed its methods of operation and that of its committees,
checked that major issues were suitably prepared and discussed,
and rated the effective contribution of each director in the boards
work on the basis of his/her skills and involvement in discussions.
The results of this research were presented and discussed by the
Board of Directors on 20 December 2012.

ICADE  2012 FINANCIAL AND LEGAL REPORT 195

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

Resulting from this self-assessment is that the directors consider


that they are satisfactorily informed by the Companys senior
management and feel that the conduct during Board proceedings
by the Chairman facilitates discussion. They expressed the desire
to have more information on comparisons with other companies
in the sector, the monitoring of strategic decisions and the internal
functioning of the Company.

since 30 December 2012, replacing Edward Arkwright, Christian


Bouvier and Cline Scemama.

Also being considered is the improvement of directors


information on the monitoring of strategic decisions and the
internal functioning of the Company and to periodically present
comparative analyses of the results of the organisation of other
companies in the sector.

The committee specifically examined or issued recommendations


on the following issues:

1.3.

WORKINGS OF THE BOARD OF


DIRECTORS COMMITTEES

Through a desire to be transparent and to provide information


to the public, Icade has established the various committees
described below.
The commit tees have consultative power and operate
under the responsibility of the Board of Directors. They issue
recommendations for the attention of the Board of Directors.
On 30 November 2007, the Board of Directors of Icade adopted the
internal regulations of the Board of Directors and the regulations
of each of the three specialised committees for implementing its
new governance. The internal regulations of the Board of Directors
were implemented by the Board of Directors on 11 December
2008, 7 April 2011, and 22 June 2012. The internal regulations
of the committees were approved by the Board of Directors on
4 October and 6 December 2011.
The committees consist of a minimum of three and maximum of
five members, at least two-thirds of whom must be independent
directors for the Audit, Risk Management and Sustainable
Development Committee, and of which a majority of members
must be independent directors for the Appointments and
Remuneration Committee. These members are chosen by the
Board of Directors from among its members. They are designated
personally and may only be represented by another member of
the committee.
For the financial year, committee members receive additional
directors fees of 1,500 per meeting; the Chairman of each
committee meeting receives an additional fee of 1,700 per meeting.

1.3.1.

Strategy and Investment Committee

Assignments
The duty of the Strategy and Investment Committee is to examine
any investment or disinvestment project by the Company greater
than 50 million and any external growth operation greater than
30 million. It examines the development policy through internal
growth and the strategic policies of the Group.
Composition
The five members of the Strategy and Investments Committee
are Serge Grzybowski (Chairman), Olivier de Poulpiquet
(independent director) since 22 June 2012, Jean-Paul Faugre

196

ICADE  2012 FINANCIAL AND LEGAL REPORT

Frequency of meetings and summary of the committees


activity
This committee met seven times during the financial year 2012.
The members of the Committee were present at a rate of 96.7%.

various plans for the disposal of assets (Messina buildings,


portfolio of warehouses, assets in Germany) and investments
(portfolio of Health assets, Volia project);

the health market and the Icade Sant business in 2012;

transactions to develop tertiary real estate and PPP;

the PPP strategy and Campus operations:

the PNE project;

the plan for the combination between Icade and Silic;

the merger/absorption/TUP transactions of Icade subsidiaries.

The Strategy and Investments Committee was informed about


the monitoring of major projects (EQHO Tower, Millnaire 3, Cit
sanitaire de Saint-Nazaire, Balard in Paris 15th , Bleu Capelette in
Marseille, PNE in Paris 19 th and the Volia project).

1.3.2. The Audit, Risk Management and Sustainable


Development Committee
For setting up its audit committee and the definition of its
prerogatives and assignments, the Company relied on the report
on the audit committee by the AMF (French Financial Markets
Authority) working group, dated 22 July 2010.
Assignments
The Audit, Risk Management and Sustainable Development
Committee is responsible for ensuring the accuracy and
truthfulness of Icades annual corporate and consolidated financial
statements and the quality of internal audit and the information
provided to shareholders and to the market.
It assesses significant risks and ensures compliance with
(i) the individual and collective values on which Icade bases its
operations and (ii) the rules of conduct which all of its staff must
apply. Amongst these values are Icades specific responsibilities
with regard to protecting and improving the environment and
sustainable development.
Composition
The three members of the Audit, Risk Management and Sustainable
Development Committee, two thirds of which are independent
directors, are Benot Faure-Jarrosson (Committee Chairman
and independent director), Marie-Christine Lambert (independent
director) since 22 June 2012 replacing Alfonso Munk, and
Sabine Schimel.

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

The Audit, Risk Management and Sustainable Development


Committee comprises a majority of members with particular
experience and competence in financial matters and in the area
of risk management. In fact, Benot Faure-Jarrosson, its Chairman,
has been a financial analyst since 1987. He is responsible for the
property sector group of the SFAF (Socit franaise des analystes
financiers - French Society of Financial Analysts), and a member
of the IPD (French Indices Committee). Similarly, Marie-Christine
Lambert has been the manager of the management control group
of France Tlcom/Orange since 2008 and Sabine Schimel, a
graduate of X-Ensae, has successively served as Financial Controller
of consumer management of CNP Assurances and manager
of the Central Actuarial Division in the finance department. Since
2009, she has held the position of manager of the Department
of Development, Subsidiaries and Affiliates within the Department
of Finance, Strategy and Sustainable Development at Caisse
des Dpts.
Frequency of meetings and summary of the committees activity
This committee met five times during the financial year 2012.
The members of the Committee were present at a rate of 93.3 %.
The Audit, Risk Management, and Sustainable Development
Committee issued recommendations on the following issues:

the 2011 accounts project, business report and report of


the Chairman of the Board of Directors on the conditions
of preparation and organisation of the work of the Board
of Directors and on internal control procedures for 2011;
the 2011 draft consolidated financial statements and the
2012 half-yearly financial report;

the 2013 budget and the Icade 2014-2017 medium-term


consolidated plan;

the report on audit activity in 2012 and the 2013-2015


audit program;

the 2011 risk management reporting; the implementation


of risk management as at 30 June 2012 and an overview
ofinternal control;

1.3.3. Appointments and Remuneration Committee


Assignments
The Appointments and Remuneration Committee is responsible for
assessing applications for the appointment of corporate officers
and for making suggestions as regards their remuneration. It is
involved in establishing the Companys employee profit-sharing
policy and for making suggestions on (i) resolutions to grant
subscription and/or purchase options for the Companys shares
to all or some of the employees and (ii) the free share allocation.
Composition
The three members of the Appointments and Remuneration
Committee are Antoine Gosset-Grainville (Chairman), Benot
Maes (independent director) since 22 June 2012, replacing
Marie-Christine Lambert and Olivier de Poulpiquet (independent
director) since 20 December 2012, replacing Serge Grzybowski.
Frequency of meetings and summary of the committees activity
The Icade Appointments and Remuneration Committee met
four times during the financial year 2012. The members of the
Committee were present at a rate of 91.7%.
The Appointments and Remuneration Committee issued
recommendations on the following questions:

the setting of the variable portion of the remuneration


of the Chairman and Chief Executive Officer for the 2011
financial year, the setting of performance criteria to allow
for calculation of the variable portion of the Chairman and
Chief Executive Officers remuneration for the financial
year 2012;

the proposal of a bonus stock plan for all employees of the


Icade Economic and Social Unit (UES);

the proposal of a bonus stock plan for Icade management;

the procedures for the division of directors fees for the


2012 financial year;

promotion;

the analysis of the independence of directors;

the possible renewal of the term of KPMG, statutory auditor;

the 2011 assessment of the Sustainable Development policy;

the examination of the candidacy of four directors and the


reappointment of three directors;

tax overview;

financing;

overview on the property market climate;

stock market performance and the recommendations of


the financial analysts;

renewal of the authorisation to issue bonds and revision


of the amount of the budget;

the authorisation to issue negotiable medium-term notes


(BMTN).

1.4.

LIMITS ON THE AUTHORITY OF


THE CHIEF EXECUTIVE OFFICER

The functions of Chairman of the Board of Directors and CEO of


Icade are not separated.
No Deputy Chief Executive Officer has been appointed.

ICADE  2012 FINANCIAL AND LEGAL REPORT 197

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

The CEO has the most extensive powers to act in the name of the
Company in all circumstances. He exercises his powers within
the limits of the corporate purpose and subject to those that
the law expressly assigns to shareholder meetings and the Board
of Directors.
He represents the Company in its relationships with third parties.
The Company is bound even by the acts of the Chief Executive
Officer that are not within the scope of the corporate purpose,
unless the Company can prove that the third party knew that the
act was beyond the scope of said purpose or could not have failed
to know it, bearing in mind the circumstances; although bearing
in mind that merely the publication of its Articles of Association
does not suffice as such proof.
The clauses of the Articles of Association or the decisions of the
Board of Directors limiting the powers of the Chief Executive
Officer may not be invoked in relation to third parties.
Neither the Articles of Association of the Company nor the Board
of Directors have set a limitation on the powers of commitment of
the Managing Director with the exception of the implementation
of the share repurchase program approved by the shareholders
meeting on 22 June 2012. Thus, the meeting of the Board of
Directors on 22 June 2012 gave all powers to the Chief Executive
Officer, up to a maximum of 2.5% of the share capital of the
Company and a maximum purchase price per share of 100,
excluding acquisition expenses, for the purposes of negotiating
and signing a new liquidity contract, where appropriate, making
all stock market or off-market orders and allocating the acquired
shares to the various goals of this program.

1.5.

SPECIFIC CONDITIONS RELATIVE


TO SHAREHOLDER PARTICIPATION
IN THE GENERAL SHAREHOLDERS
MEETINGS

The procedures relating to the participation of shareholders


in the Annual General Meetings are shown in Article 15 of the
Companys Articles of Association.

1.6.

PRINCIPLES AND RULES FOR


SETTING REMUNERATION AND
BENEFITS OF ALL KINDS GRANTED
TO CORPORATE EXECUTIVES

making proposals concerning the granting of options for the


allocation or purchase of shares and the free allocation of shares.
Until 20 December 2012, the resignation date of the Chairman
and Chief Executive Officer from his term as member of the
Appointments and Remunerations Committee, this committee
examined the points concerning the f ixed and variable
remuneration of the Chairman and Chief Executive Officer
exclusively outside of his or her presence. Since this date, the
Chairman and Chief Executive Officer is no longer a member
of the Appointments and Remunerations Committee, thus putting
the Company in full compliance with the recommendations of
the Reference Code.
The Chairman of the Committee communicates the recommendations
of the Appointment and Remuneration Committee to the Board
of Directors.
The Board of Directors defines the factors for analysis that it
wishes to see presented by the Appointments and Remuneration
Committee in support of its recommendations.
Within the context of determining the overall remuneration
of corporate management, the Board of Directors and the
Appointments and Remuneration Committee must take
into account the following principles, in accordance with the
recommendations of the Reference Code:

completeness: the setting of remuneration must be


complete (fixed portion, variable portion, stock options,
performance shares, directors fees, retirement conditions
and specific benefits must be applied in the total evaluation
of remuneration);

balance between remuneration items: each remuneration


item must be clearly justified and be in the Companys
general interest;

benchmark: this remuneration must be evaluated in the


context of a business line and the European or global
benchmark market;

consistency: the remuneration of the corporate executive


must be set consistently with that of other managers and
the companys employees;

ease of understanding of the rules: the rules must be simple,


stable and transparent: the performance criteria used to
establish the variable portion of the remuneration or, as
applicable, to allocate options or performance shares, must
correspond to the companys targets, must be demanding
and explainable and, as far as possible, must be permanent;

measurement: the remuneration and allocation of options


or performance shares must be balanced and must at the
same time take into account Icades general interest, market
practice and management performance.

The actions undertaken have allowed or will allow full compliance


with the rules and principles in conformity with the law.

1.6.1.

General provisions

The main task of the Appointments and Remuneration Committee


is to make proposals to the Board of Directors regarding the
remuneration of the Chairman and Chief Executive Officer
(the amount of fixed remuneration and procedure for variable
remuneration where appropriate, retirement and insurance
protection schemes, benef its in kind and miscellaneous
remuneration, and the financial conditions for the termination
of his term of office) and for senior executives with corporate
powers, together with the mode of division of directors fees voted
by the Companys Annual General Meeting. Its duties also include

198

ICADE  2012 FINANCIAL AND LEGAL REPORT

1.6.2.

Directors fees

The directors may be remunerated, according to their attendance


at board meetings, by the allocation of directors fees, for which the
overall budget is fixed each year by the Annual General Meeting
of Shareholders.

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

The division of directors fees between the directors is freely


determined by the Board, upon advice from the Appointment
and Remuneration Committee.
The members of the committees receive additional directors fees
determined by the Board of Directors and paid according to their
attendance at meetings of the committees to which they belong.

1.6.3.

of ten shares per employee but is not based on a performance


condition. The members of the Executive Committee (including
the Chairman and Chief Executive Officer) and the Coordination
Committee have, however, relinquished their allocation rights.
On 16 February 2012, the Board of Directors of the Company
adopted a bonus stock plan for all of the Groups staff (plan 1-2012),
including the Chairman and Chief Executive Officer.

Incentive plans for Senior Executives

Options for the allocation of shares


During the period 2007-2011, the Board of Directors adopted three
plans for options for the allocation of shares, after a proposal from
the Appointment and Remuneration Committee.
An initial plan, 1-2008, was adopted by the Board of Directors on
30 November 2007, i.e., after the publication in October 2008
of the AFEP-MEDEF recommendations on the remuneration
of senior executive corporate officers of listed companies. The
beneficiaries, the Chairman and Chief Executive Officer amongst
them, may exercise 40% of the total number of options allocated
to them, with no precondition to reach economic objectives.
The exercise of the remaining options (i.e., 60%) depends on the
achievement of performance conditions (market share price and
net profit Group share). If it has been noted that the performance
conditions were partially satisfied, only 77.5% of the options
assigned are exercisable.
A second plan, 1.2-2008, was adopted by the Board of Directors
on 24 July 2008, i.e., also after the publication of the AFEP-MEDEF
recommendations on the remuneration of senior executive
corporate officers of listed companies. The beneficiaries, the
Chairman and Chief Executive Officer amongst them, may exercise
80% of the total number of options allocated to them, with no
precondition to reach economic objectives. The exercise of the
remaining options (i.e., 20%) depends on the achievement of
performance conditions (outperforming the stock market as
measured by the Euronext IEIF French property index). If it has
been noted that the performance conditions were not satisfied,
only 80% of the options assigned are exercisable.
A third plan, 1-2011, was adopted by the Board of Directors on
16 February 2011. The beneficiaries, the Chairman and Chief
Executive Officer amongst them, may exercise 35% of the total
number of options allocated to them, with no precondition to
reach economic objectives. The exercise of the balance of the
options (i.e., 65%) is contingent upon attaining performance goals
(32.5% upon outperforming the stock market as measured by the
Euronext IEIF Immobilier France index, and 32.5% upon attaining
the goals set in terms of cash flow). The recommendations of the
Reference Code relating to the remuneration of senior executive
corporate officers have been partially followed since the majority,
but not all, of the options assigned to the corporate officer have
been subject to performance conditions.
Bonus shares
Concurrently with the 1-2011 options plan, the Board of Directors
meeting on 16 February 2011 adopted a bonus stock plan for all
the Groups personnel. This plan is based on the free allocation

This plan is based on the free allocation of 15 shares per beneficiary


but is not based on a performance condition.
At the same time, a bonus stock plan (plan 2-2012) was adopted
at the same board meeting, at the proposal of the Appointments
and Remuneration Committee, for the members of the Executive
Committee (including the Chairman and Chief Executive Officer)
and the Coordination Committee. This plan makes the acquisition
of the entire bonus shares assigned dependent upon performance
conditions (net current cash flow).
This last plan therefore complies with the Reference Code.
In order for the options and bonus shares allocated to the senior
executive corporate officer to be, in the future, fully compliant
with the Reference Code and with AMF (French Financial Market
Authority) no. 2012-02, at the 20 December 2012 Board of Directors
meeting, the Chairman and Chief Executive Officer proposed to
the board to make all of the options and bonus shares which would
be assigned to him, where appropriate, in the future, subject to
performance conditions. This proposal was approved unanimously
by the Board of Directors of the Company.
Hedge instruments
To the knowledge of the Company, no rate-risk hedging instrument
concerning the options of share subscriptions and/or bonus
shares was set up.

1.6.4.

Remuneration of the Chairman and


#;]J;[}J!

The only other term of office held by Serge Grzybowski within the
Group, other than that of Chairman and CEO, is that of Chairman
of the France Green Building Council, a national association, for
which he receives no remuneration. Also, the information supplied
on his remuneration is based on all the amounts paid associated
with all the terms that he fulfils in the Group.
At the recommendation of the Appointments and Remuneration
Committee, on 16 February 2012 the Board of Directors set the
variable portion for the Chairman and CEO for 2011 at 329,200,
broken down into 209,200 for the 2011 variable portion and
120,000 as an extraordinary bonus related to the Silic transaction.
Further to this, on 7 April 2011, at the recommendation of the
Appointments and Remuneration Committee and after having
renewed Serge Grzybowskis term as Chairman of the Board
of Directors and Chief Executive Officer of Icade, the Board of
Directors also resolved to maintain the fixed annual remuneration
of Serge Grzybowski for 2012 at 400,000 for these duties.

ICADE  2012 FINANCIAL AND LEGAL REPORT 199

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

This remuneration of Icades Chairman and CEO was decided


upon after taking into account a benchmark applied by an outside
supplier, which included, on the one hand, the management from
a basket of companies in the SBF 80 (SBF 120 less the companies
of the CAC 40) with comparable capitalisation, total revenue and
headcount, and on the other hand the management from a basket
of companies belonging to the real estate sector.
On 26 March 2012, at the recommendation of the Appointments
and Remuneration Committee, the Board of Directors also
decided to maintain the ceiling on Serge Grzybowskis variable
remuneration, at 60% of his fixed annual remuneration, and to
calculate it according to six weighted criteria linked to attaining
the goals set annually by the Board of Directors at the proposal
of the Appointments and Remuneration Committee.

Performance condition
In the event of Forced Departure, Icade will pay the Chairman and
CEO the Severance Payment if the most recent GSNI is greater
than or equal to GSNI during the Benchmark Period.
For purposes of assessing the performance conditions:

GSNI means the Group share of net income as published


by a company in its consolidated financial statements and
after adjustment for capital gains from disposals;

the Latest GSNI means the most recent GSNI of Icade


known for the financial year preceding the date of the
Forced Departure;

the GSNI for the Benchmark Period means the arithmetic


average of Icades GSNIs over the two latest financial years
preceding the most recent GSNI.

The six criteria used to determine the variable portion of remuneration


is broken down as follows:

Three quantitative criteria(1) for 30% of the fixed remuneration


(Icades profitability: EBITDA/revenues, profitability of the
Development business: operating profit/revenue and net
current cash flow);
and three qualitative criteria for 30% of the fixed remuneration
(execution of the Silic transaction, continuation of
the sustainable development strategy, reporting and
management).

1.6.5.

Severance payment for the Chairman and


#;]J;[}J!

1.6.6.

Remuneration for special assignments

The Board of Directors may also allocate extraordinary remuneration


for assignments or appointments entrusted to directors, within
the conditions specified by the applicable legal clauses.

 #!\"
In his capacity as Chairman and Chief Executive Officer of Icade,
Serge Grzybowski also has the benefit of:
(i) a company vehicle, assigned under the rules defined within
Icade; and

The Board meeting of 7 April 2011 resolved to allocate the


Chairman and Chief Executive Officer a severance payment
in case of termination of his term of office as Chairman and
Chief Executive Officer.

(ii) an unemployment insurance contract for corporate officers,


taken out by Icade, through Association GSC, under Basic Regime
6, Option 2 and Supplementary Regime H, Option 2, with a
payment period of twenty-four months.

Pursuant to the recommendations of the Reference Code, this


severance payment will only be allocated to the Chairman and Chief
Executive Officer in the case of forced departure linked (i) to a change
of control (within the meaning of L.233.-3 for the French Commercial
Code) or (ii) to a strategic disagreement with the Board of Directors
(Forced Departure), under the conditions described below:

The premium payment due is assumed in its entirety by Icade.


The premium paid by the company is considered additional
remuneration (Article 82 of the CGI) and as such is subject
to tax and social charges.

a) Amount of Severance Payment


The amount of the Severance Payment will be equal to twice
the total gross overall remuneration (fixed and variable portions)
received by the Chairman and CEO over the 12 months preceding
the date of the Forced Departure. In the event that the effective
duration of Serge Grzybowskis new term as managing director
is less than 12 months, his remuneration received during the
latter months of his previous term as managing director will
be taken into account, in order that the Severance Payment may
be calculated over a 12 month period.

1.7.

PUBLICATION OF INFORMATION
SPECIFIED BY ARTICLE L. 224-100-3
OF THE FRENCH COMMERCIAL CODE

The information relating to items that might have an impact in


case of a public offer is shown in the management report.

b) Conditions for paying the Severance Payment


Pursuant to Article L. 225-42-1 of the Commercial Code, the
Severance Payment will be contingent upon fulfilment of the
performance condition described below.

 " #$#  "$&  " $    "  #"   \  &   & \#  #] 

200 ICADE  2012 FINANCIAL AND LEGAL REPORT

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS PROCEDURES OF INTERNAL CONTROL


AND RISK MANAGEMENT

2. Procedures of internal control and


risk management
2.1.

THE AUDIT FRAMEWORK

For the sake of continuity with previous years, in 2012 Icade used
the reference framework proposed by the French Financial Market
Authority (AMF) in its document entitled The mechanisms of
risk management and internal control: reference framework
dated 22 July 2010. The latter was implemented in its entirety:
general principles and accounting and financial internal control
framework, analysis and control of operating risks, including in
the area of information systems.
Reference frameworks have been developed for Icades main
operations and activities as well as for the principal crossdisciplinary cycles.

2.2.

THE OBJECTIVES OF THE GROUPS


INTERNAL CONTROL

The mechanism of internal control and risk management was


deployed at the Company and Group level.
In the terms of the reference framework proposed by the AMF,
the internal control mechanism is aimed [] at ensuring:

Moreover, in the terms of the reference framework proposed by


the AMF, risk management is a management lever of the company
that contributes to:

creating and preserving value, assets and the companys


reputation (etc.);

securing the decision-making and the companys process


for encouraging the attainment of objectives (etc.);

encouraging consistency of actions with company values (etc.);

mobilizing the companys staff around a common vision


of the main risks.

The main risks to which Icade and its subsidiaries are exposed are
listed in the management report. The risks are primarily as follows:
Legal and fiscal risks
Risks resulting from control by the majority shareholder; risks
associated with changes in sustainable development; changes to
regulations which apply to property investment and the provision
of property-related services; changes to rules relating to property
development or public-private partnerships; risks associated with
the failure to obtain government permits and possible appeals
permits granted; risks associated with a change to the SIIC fiscal
regime; risks associated with a change to fiscal systems to the
benefit of Icades clients; risks associated with a change to French
fiscal rules.

compliance with the laws and regulations;

the application of instructions and orientations set by


general management;

the proper functioning of the internal processes of the


company, especially those in concert with protecting its assets;

Technical and environmental risks

the reliability of financial information.

Risks associated with pollution and ground quality; public health


and safety risks.

More particularly, the internal audit procedures in force in the


Company and the Group have the following objectives:

firstly, to check that the actions for management or


implementation of operations, and the behaviour of
personnel, come within the framework defined by the
policies to which the Companys activities are subject by the
governing bodies, by the laws and regulations applicable and
by the values, standards and rules internal to the Company;
secondly, to check that the accounting, financial and
management information communicated to the Companys
governing bodies gives an honest reflection of the Companys
business and situation.

One of the objectives of the internal audit system is to prevent


and control risks resulting from the Companys business and the
risk of error or fraud, particularly in the financial and accounting
areas. However, like any auditing system, it cannot give an absolute
guarantee that these risks are totally eliminated.

Risks associated with the property market


Changes in the real estate market; risk linked to the development
of competition.
Operational risks
Development funding difficulties; acquisition risks; risks associated
with the intervention of external suppliers; the failure of information
systems; change in accounting standards, increase in insurance
policy premiums and lack of cover for certain operational risks; risks
specific to the property investment business (risks associated with
estimating the value of assets, non-completion of the investment
and arbitrage plan, change in the vacancy rate and the financial
terms of commercial lease renewals, costs associated with ageing
or requirements to bring property assets into compliance with
standards); risks specific to the property development business
(availability and cost of purchasing land, discovery of pollution or
archaeological remains, difficulties associated with government

ICADE  2012 FINANCIAL AND LEGAL REPORT 201

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS PROCEDURES OF INTERNAL CONTROL


AND RISK MANAGEMENT

approvals prior to building construction, changes in construction


costs, appeal after the delivery or completion of work, speculative
and semi-speculative property development, default by partners);
risks associated with the services business (research into Icades
criminal or civil liability).

is taken on. This implementation has been the subject of


a specific project completed at the beginning of 2012, the
mechanism being from here on subjected to permanent
maintenance.

The auditing of financial and accounting information is


entrusted to the financial department.

Control frameworks, established in liaison with the


Audit, Risk Management, and Sustainable Development
department, which will provide reasonable assurance
as to the reliability of the management information and
the financial statements established in accordance with
generally-accepted accounting principles, have been
established for the main activities and subsidiaries.

Financial risks
Credit and counterparty risks; liquidity risks; market risks (interest
rate risk and risk on equities and other financial instruments).

2.3.

THE GENERAL APPROACH


TO RISKS AND INTERNAL CONTROL

To reach audit objectives, Icade has defined the following general


principles for its Group.

2.3.1.

Risks analysis

Starting with identified risks, the analysis of factors that might


affect the achievement of the Companys objectives leads to a
periodic assessment of the gravity and probability of incidents,
substantiated by the historical account supplied by base incidents.
Risks related to the environment are controlled by monitoring
systems and checked by committees (investment, commitments,
etc.), whose functioning is subject to selective audits.
Risks relating to process and support functions are subject to
a half-yearly identification, analysis and evaluation in terms of
impact and probability of occurrence. The main risks identified
are described, indicating existing control measures and possibly
also future measures.
A mapping of risks and their controls has also been established
for all of Icades operational and support activities.

2.3.2. Internal control of risk taking

The centralisation of methods and process statements gives an


entity-by-entity grouping of the locations where risks are taken
on, together with the associated control measures, and allows
this information to be disseminated to those involved.

2.3.4. Auditing of internal control


According to a programme of which the audit Committee is kept
informed, the audit of internal control is carried out by the Audit,
Risk Management and Sustainable Development Department with
those responsible for activities, who are in charge of application
and compliance with procedures defined by the Group within their
entities, as well as the definition and application of procedures
specific to the areas for which they are responsible. The methods
and conditions for implementing this internal control audit are
the subject of a third-party validation by the Caisse des Dpts
Audit Department.

2.4.

THE GUIDANCE AND SUPERVISION


OF THE INTERNAL CONTROL
MECHANISM

2.4.1.

Ongoing monitoring of control elements

The general framework of internal controls within Icade is


subject to annual assessment.
This assessment is carried out by the heads of the business
divisions and support managers using questionnaires which
break down the different elements of internal control
managed by the Audit, Risk Management and Sustainable
Development department.
For the financial year 2012, a result of this assessment is
that the general principles of internal control have been
acquired, with a proper level of maturity that continues its
improvement, concerning both the operational activities
and corporate functions.

2.3.3. General dissemination of information


relating to procedures for risk taking

Internal control of taking on operational risk is entrusted


to those responsible for activities.
In the scope of action plans developed by those in charge,
under the control of the Audit, Risk Management, and
Sustainable Development department, specific procedures,
authorisations and control items have been gradually put in
place to secure the stages within the processes where risk

202 ICADE  2012 FINANCIAL AND LEGAL REPORT

The control of operational risks comes within the framework of a


listing and description of the key processes and is reflected in a
half-yearly review of operational risks with the implementation
and monitoring of action plans according to four complementary
approaches:
Regular monitoring of the mechanism of control of risks
Icade carries out the half-yearly review of risks and corresponding
control measures, under the control of the Audit, Risk Management
and Sustainable Development Department.
Audit Assignments
These are carried out in order to assess compliance with
procedures and processes for functioning and for the control of
the main risks. These assignments cover subsidiaries or crossdisciplinary subjects.

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS PROCEDURES OF INTERNAL CONTROL


AND RISK MANAGEMENT

Indicator dashboards for action plans


Those responsible for activities will have completed specific
dashboards during the financial year, containing indicators relating
to the achievement of objectives for changes to measurements
for significant operational risks.
Tracking of first-level controls
As stipulated by Icades internal control charter, first level controls
of measures for controlling significant risks have been set in a
manner which can be tracked and controlled through secondlevel controls ensured by internal controllers.

  '@;'"J;J^@;@!;'@]J@!@X
elements
In addition to the half-yearly census of the operational risk
categories and corresponding securities, a certain number of
key processes or significant operations are the subject of control
procedures through instances of specific decisions: for example,
risks associated with certain promotion operations may justify the
constitution of provisions examined at Commitments Committees
within the Property Development division.

been examined every month by the Risk, Rates, Cash and Finance
Committee. This defines the strategy in these areas, which is
implemented by the financial department.
Processes related to human resources
The Human Resources Committee meets every fortnight. It
is responsible for examining the human resources divisions
major spheres of responsibility and their progress as regards
mobility, training, recruitment, payroll policy labour relations,
collective bargaining, compliance with labour legislation and legal
regulations, the implementation and monitoring of procedures.
The detailed elements of this process are described in the
annual report, which serves as a reference document. All of
these responsibilities are grouped in the same department for
all of Icades structures.
Legal disputes
Icades legal department periodically, and at least half-yearly, lists
all disputes in which Icade and its subsidiaries are involved, on
the basis of which provisions are determined for each significant
dispute in liaison with the main financial managers.
Insurance policies

Purchases, sales and leases


During the f inancial year, these operations could not be
undertaken, beyond certain thresholds, without validation by the
Commitments Board for the entity, and then by the Commitments
Committee for the division or Icades Commitments Committee.
This last Committee meets each month and each time that the
situation requires it. In particular, it has the authority to rule
on the following points: examining the investments-disposals
projects, taking on leases.

In collaboration with its brokers, Icade endeavours to maintain a


level of cover that it considers appropriate to each identified risk,
subject in particular to insurance market related constraints and
according to an estimate of the amount it considers reasonable
to cover and the probability of a future claim. An annual report
on renewal conditions is published by the legal department.

2.5.

Property Development transactions


Icades Commitments Committee is referred to and must authorise
any property development transaction proposal if, in the context of
the project in question, the cost of acquisition of the real estate or
the construction exceeds certain thresholds. For lower amounts,
it is the Commitments Committee for the division which carries
out the same functions for the elapsed financial year.
Financial commitments
Icades Commitments Committee examines cases related to
external growth, shareholdings, securities divestiture, businesses,
mergers and partnerships. It authorises the main commitments,
either on or off-balance sheet, for any project, whether related
to the business lines or not.
The Board of Directors has implemented a Strategy and Investment
Committee which provides a second level of control by examining
and issuing recommendations to the Board of Directors for any
investment or disinvestment project greater than 50 million
and 30 million for any external growth operation.

THE ENVIRONMENT AND


PROCEDURES FOR CONTROLLING
FINANCIAL AND ACCOUNTING
INFORMATION

Icade groups together the following central functions for the


Group: cash flow, human resources, consolidation, reporting and
financial control, information systems, investments and financing.
The subsidiaries are provided with a system for autonomously
preparing their financial statements.
Because of this organisation, internal control of financial and
accounting information is structured around the following
elements:

a common reference framework and accounting methods;

a central consolidation, management and accounting function;

an accounting and management function for subsidiaries;

a financial reporting system;

a control framework for processing financial and accounting


information.

Financing and cash


Changes to financing requirements, long-term resources, working
capital requirements, and cash resources and their hedging have

ICADE  2012 FINANCIAL AND LEGAL REPORT 203

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS PROCEDURES OF INTERNAL CONTROL


AND RISK MANAGEMENT

2.5.1.

A common reference framework and


accounting methods

For producing the consolidated accounts for each half-year and


publishing quarterly turnover, Icade uses the framework that is
common to the Group, which implies:

the standardisation of accounting methods and consolidation


rules;

the standardisation of reporting formats.

Icade establishes its consolidated accounts in application of IFRS


standards. The implementation of these standards has been the
subject of training courses and specific instruction during the
financial year. Notes from the Group financial department define
the timetable for each closure.
The financial information systems and their content are controlled
by the member of the Executive Committee in charge of finance,
legal and IT, as well as the Real Estate Services Division, in close
collaboration with its management committee.

2.5.2. A central accounting and


management function
Under the authority of the member of the Executive Committee in
charge of finance, legal and IT, as well as the Real Estate Services
Division, the financial departments teams produce all of Icades
financial and consolidated data and coordinate the work of the
subsidiaries financial departments. This function mainly consists of:

defining and disseminating the Groups accounting methods,


procedures and reference frameworks;

producing the annual accounts;

producing the half-yearly and annual consolidated accounts;

producing quarterly financial information;

coordinating the budgetary process and projected budget;

identifying and implementing the changes necessary to


the accounting and management information systems;

producing the tax forms;

producing the management report;

participating in the preparation of the reference document.

2.5.3. An accounting and management


function for subsidiaries
Icades subsidiaries have autonomous personnel whose main
duties are as follows:

adapting the accounting methods, procedures and reference


frameworks to those set by the Group;

producing the annual accounts;

producing the half-yearly and annual consolidated tax


returns;

producing quarterly financial information;

204 ICADE  2012 FINANCIAL AND LEGAL REPORT

establishing the annual tax forms;

production of operational and financial reports;

producing budgetary items and projected items.

 ?J;?Xreporting system


The Groups subsidiaries take part in the cycle of financial reporting
which constitutes one of the central elements for managing the
Group. This reporting has two constituents:
The budgetary process
The budgetary process is applied for the consolidated subsidiaries
of the Group. This process takes place during October and
November. The subsidiaries prepare their budgets for the
next financial year and propose it to the Groups management
Committee. This budget then forms the point of reference for
monthly financial reporting.
Monthly reporting
Monthly reporting is a component of the system for controlling
financial information. It includes total revenue and other financial
indicators by business line over the period in question, compared
with the budget targets and performance during the previous
financial year. All the management controllers and accountants
within the Group use the same IT system for producing the
monthly reporting.

2.5.5. Financial communication organised in


accordance with the AMFs regulations
Icade publishes its quarterly, half-yearly and annual financial
information via press releases. These press releases are disseminated
to analysts, investors and the main media outlets and also put on
line on its Internet site.
These press releases are simultaneously provided to the AMF, like
any other information that might influence the market, together
with documents published by Icade that are also available on
its website.

2.6.

CHANGE IN THE INTERNAL


CONTROL, RISKS FUNCTION
AND AUDIT PROCESSES


 !;'#
?J;?X?!
Within Icade, internal control is carried out under the responsibility:

of the managers of subsidiaries and support for controlling


operations;

of the Finance Division for the treatment of financial data.

The risks function has been provided by the Audit, Risk Management,
and Sustainable Development Department:

which has periodically evaluated the risks in terms of


probability of occurrence and gravity;

which has taken part in the preparation of cases in the


Commitments Committee.

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS PROCEDURES OF INTERNAL CONTROL


AND RISK MANAGEMENT

The Audit, Risk Management, and Sustainable Development


Department has carried out assignments on the internal control
systems, and in particular examined process statements, action
plans and indicator dashboards mentioning recommendations and
progress objectives given by the audit department in agreement
with those in charge.
Moreover, it has continued its oversight of the internal control
measures across all of the business lines, support functions and
significant processes. This project was implemented under the
responsibility of members of the Executive Committee who rely on
a network of internal controllers appointed within each business
unit and the support board. In this scope, during the financial
year 2012, the assessment processes of the traceable and auditable
control points set up in late 2010, have been continued. The design
and functioning of the entire mechanism has furthermore been
the subject in 2012 of a first specific full audit, whose validation
by the audit department of the Caisse des Dpts of works and
conclusions guaranteed the independent character.

Finally, with regard to risk control, the Group has updated its activity
continuity plan, which covers key aspects such as information
technology.

  @!]!?J;?X?!"
In 2013, the half-yearly execution of risks will be continued, as
well as the permanent adaptation of control measures of risks
and control points. Furthermore, the recommendations issued
at the end of the first internal control audit will be implemented
in order to continue the improvement of the processes for risk
and internal control, especially to strengthen the second level
controls on certain processes and to improve the monitoring of
action plans decided on in the event of defective controls.

Signed in Paris on 20 February 2013


Chairman and Chief Executive Officer

ICADE  2012 FINANCIAL AND LEGAL REPORT 205

206 ICADE  2012 FINANCIAL AND LEGAL REPORT

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ICADE  2012 FINANCIAL AND LEGAL REPORT 207

STATUTORY AUDITORS REPORT PURSUANT TO ARTICLE L. 225-235


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STATUTORY AUDITORS REPORT PURSUANT TO ARTICLE L. 225-235


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ICADE  2012 FINANCIAL AND LEGAL REPORT 209

ICADE  2012 FINANCIAL AND LEGAL REPORT

Corporate social
and environmental
responsibility (CSER)
1. Icades Sustainable Development Challenges
and Responsibilities ...................................................................... 213
1.1.
1.2.
1.3.
1.4.

Icade, a committed participant ................................................................................ 213


Icade at the centre of the seven responsibilities of sustainable buildings ............ 213
The four social challenges for Icade ......................................................................... 215
Icade, a structured CSER policy ................................................................................ 216

2. Declarations required by Decree 2012-557 dening


corporate social and environmental transparency
obligations ....................................................................................... 221
2.1. Human resources and employment data ................................................................ 221
2.2. Environmental data ................................................................................................... 232
2.3. Information on social commitments to sustainable development ....................... 273
Annex 1 ......................................................................................................................................... 278
Annex 2 ......................................................................................................................................... 279

ICADE 2012 FINANCIAL AND LEGAL REPORT

211

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY SUMMARY

Chapter 9

Corporate social
and environmental
responsibility (CSER)
SUMMARY
The new sustainable building regulations are changing the
ecosystem of the sector: the thermal regulations have been
followed by environmental annexes to leases, transparent
Corporate Social Responsibility (CSR) disclosures, biosourced
buildings, and the upcoming improved performance requirements
for existing buildings. At the same time, customer expectations
for sustainable buildings have not lessened.
Launched in 2008, Icades Sustainable Development Programme
was organized into four specific areas and twelve commitments
in 2011. It integrates the new regulatory and market requirements
in order to strengthen our short-term efficiency and anticipate
future medium-term changes in needs and regulations.
The high level of Sustainable Development performance achieved
in 2011 by the Property Development Division, which earned a
number of professional distinctions, was consolidated in 2012 and
allows us to respond to changes in the housing and commercial
markets with confidence.
Icade Foncire has focused its attention on the most significant
segment of the commercial office and business park holdings
with an initial series of indicators that will enable it to guide
improvement projects. Lessor/tenant cooperative programmes are

212

ICADE 2012 FINANCIAL AND LEGAL REPORT

being progressively rolled out, in particular within the framework


of green leases, in preparation for future requirements to control
global impacts.
Based on a meaningful social dialogue, the Human Resources
Policy continues to carefully monitor male/female equality,
stress prevention and opportunities for disabled employees.
The statutory agreement common to all employees of the Icade
Economic and Social Unit (UES), signed by management and all
representative union organizations, has harmonized employees
situations, and contributes to the vitality of the company and the
optimization of its resources.
The detailed presentation of the CSER data over 42 items and
three parts (employment data, environmental data and social
commitments) complies with the Decree of 24 April 2012
governing social and environmental transparency obligations.
This decree requires publicly traded companies to make this
distinction to report on their CSER activity in their management
report; the information thus communicated is verified by a third
party auditor, in this case, the Mazars firm. The guidelines for the
Icade Sustainable Development Policy are described in Item 20,
Organization of the Company to take into account environmental
issues and environmental assessment or certification processes
if applicable.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

1. Icades Sustainable Development challenges


and responsibilities
1.1.

ICADE, A COMMITTED PARTICIPANT

1.1.1.

Acting to reduce the footprint of the


construction/real estate sector

The construction and real estate sector is heavily involved in the


response to the challenge of sustainable development, particularly
in the context of stringent environmental regulations. This
involvement is a reflection of its weight in the national economy
(27% of the national wealth in value, 19% of the added value,
54% of the Gross Fixed Asset Formation), but also because of its
environmental and social impact:

43% of final energy use (70 million TOE/year according


to France GBC);

24% of CO2 emissions 2nd highest sector after transport


(source: Ademe.)

17% of water withdrawals for drinking water (5.6 billion m3);

38.2 million tonnes of waste per year;

2 million jobs throughout the territories.

1.1.2.

Placing the city at the centre of the


sustainable development challenges

Cities are the source of 75% of the worlds greenhouse gas


emissions and concentrate a substantial proportion of the social
and economic challenges. The expectation of effective action to
be taken to fight climate change and achieve social cohesion has
become particularly pressing.
No one City player holds the keys to success for the future. Progress
demands a systemic approach which will ensure a coherent
balance among the environmental, societal and economic
components at each of the distinct levels comprising a city: its
neighbourhoods, its daily transactions and its buildings.
The performance of the City ultimately calls for long-term vision
which exceeds, while at the same time respecting, the immediate
requirements and constraints of financing plans and the real
estate markets.

1.1.3.

Positioning Icade as an essential player in the


city of tomorrow

Every building must be continually adapted to better respond


to the constraints of its environment, while meeting the social,
health and cultural needs of its users. A builder of cities for over
150 years, Icade is the leader in sustainable urban living. As a
subsidiary of Caisse des Dpts and a public traded company, it
combines the best of the public and private sectors in the real
estate property, development and service businesses. Its strategy
is founded upon long-term vision and upon dynamic performance
and value creation for its partners.

1.1.4.

Strengthening Icades position as a socially


committed company

Icades social commitment can be described in two key words:


social progress and support for change:

social progress: its human resource policy respects


the principles set forth by the ILO on the rights, equal
oppor tunit y and treatment of employees in hiring ,
professional training and remuneration, and because it
encourages employee representation and guarantees the
right to collective bargaining;

support for change: the implementation of the real estatedeveloper strategy results in reorganization and changes
of scope, acquisitions and sales. This continually-evolving
backdrop requires particular attention to the quality of the
social dialogue, to assistance for the employees affected,
and to the managerial relationship.

1.2.

ICADE AT THE CENTRE OF THE


SEVEN RESPONSIBILITIES OF
SUSTAINABLE BUILDING

The crucial role played by operators in the Real Estate and


Construction Sector in the national economy, in environmental
impacts and in the daily challenges to the quality of urban life
gives them an important Corporate Social and Environmental
Responsibility (CSER).

1.2.1.

Fostering transparency

The systemic nature of urban dynamics and the complex


interlinking on each project of financing, scheduling, project
management, design and research, construction and finally
operation, require both communication and transparency of
information. In fact, while each of the real estate operators
conducts its programme in accordance with its own professional
rules, it is actually the net result of all these activitiesfirst the
project and then the completed building itselfwhich will have
social, societal and environmental impacts throughout its long
life cycle.
For several years, a number of companies have taken the initiative
to provide elements of CSER reporting in their annual reports.
For the f iscal year 2012, there have been new social and
environmental transparency obligations for some companies
since the publication of Decree 2012-557 on 24 April 2012, adopted
to implement Article 225 of the Grenelle 2 Act of 12 July 2010.
For 2012, this decree affects publicly traded companies as well
as unlisted companies with revenues greater than 1 billion euros
and permanent staff of more than 5,000. These obligations are
met with the publication of information organized on the basis of
a list of 42 items verified by an independent third-party agency.
France GBC, the association for sustainable construction and real

ICADE 2012 FINANCIAL AND LEGAL REPORT 213

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

estate, has prepared a guide to facilitate this reporting thanks


to the work of an advisory group to specify definitions, certain
indicators and presentation methods. Icade has participated
actively in this process.

1.2.2. Eliminating uncertainties surrounding


the regulatory requirements for existing
commercial real estate
In November 2011, the report on the Recommendations
for drafting the decree to organize the obligation for energy
renovation works in commercial property between 2012 and
2020 concluded the work of a group chaired by CBRE Chairman
Maurice Gauchot.
This report contained 23 operational recommendations, including
a number of innovations:

Recommendation No. 4: Take into consideration energy


consumption from all uses (total consumption) in order to
monitor reductions in consumption;

Recommendation No. 5: Use final energy to monitor


consumption, i.e. the energy recorded on energy bills;

Recommendation No. 14: Energy-saving objectives may


be considered on a building by building basis or as a total
for one set of holdings;

Recommendation No. 30: Make it mandatory to post energy


consumption in buildings;

Recommendation No. 11: Make it a requirement for


grade to grade movement in energy consumption on the
consumption scale;

Recommendation No. 20: Establish safeguards based on


the return on investment depending on the nature of the
work performed (small, medium or significant).

This pragmatic and structured approach carries many operational


consequences, particularly in the scheduling and organization of
the work to be performed on commercial property assets. The lack
of publication of the decree in 2012 generated, if not a wait-andsee attitude, at least some prudence in the management of work
commitments on commercial real estate assets. Publication in
2013 would certainly relaunch a dynamic of progress in the existing
inventory, the short-term focus of almost all the environmental
challenges for the sector. Since new construction annually
represents approximately 1.5% of French real estate, more than
98% of existing French real estate assets would, therefore, be
impacted by this future decree.

In order to encourage both parties to work more successfully


together, Article 8 of the Grenelle 2 Act, transcribed in Article
L. 125-9 of the Environmental Code, institutes the principle of
an information exchange between lessor and tenant, along with
an action plan.
This obligation was specif ied by Decree 2011-2058 of
30 December 2011, applicable as of 1 January 2012 for new
leases, and takestheform of an environmental annex to the lease
for all leased areas greater than 2,000 m2 . The commitments
are as follows:

for the lessor and the tenant, to describe the specifications


of the equipment and consumption with regard to energy,
water and waste production;

to establish together a progress plan designed to improve


the energy and environmental performance of the leased
premises and of the entire building, and to set up the
corresponding action plan.

For leased areas greater than 2,000 m2, all existing leases must
be covered by an amendment with an environmental annex no
later than 13 July 2013. The result is institutionalized collaboration
that will be fully operational over the medium term.
Certain lessors, including Icade, had anticipated this regulation
by signing green leases with a proportion of tenants with terms
and conditions based on the preparatory work for the decree.
The first regulatory green leases will have been signed in 2012.

1.2.4.

After the implementation of the 2012 Thermal Regulation


(RT 2012) on commercial property operations in late October 2012,
and then on housing operations on 1 Januar y 2013, new
construction has taken a giant leap in controlling the energy
impacts of new buildings.
But this strong performance has highlighted the discrepancies
between the standardized approach to the energy impact as
modelled by the regulation, and the actual reality in the buildings
themselves:

firstly, the scope of the regulatory calculation and its five


usages: heating, sanitary hot water production, cooling,
lighting, and auxiliary elements (fans, pumps, etc.) does not
cover all consumption and, hence, all impacts, particularly
as it omits processes, elevators, parking areas/garages, the
environmental incidence report (RIE) and office machines
for commercial property, and household appliances for
residential property;

secondly, particularly in commercial property, the diversity


of space occupation practices ( timing inter vals and
comfort temperature setpoints in particular) can different
significantly from standard assumptions.

1.2.3. Strengthen the owner/manager/user


synergy in commercial real estate operation
In commercial real estate, the reduction of the environmental
impacts of buildings in energy, carbon, water, waste, and so on,
involves both the tenant or tenants and the owner. In multitenant properties, for example, heating and air conditioning are
often the owners responsibility, while the majority of electrical
consumption, lighting and water concerns the tenants.

214

ICADE 2012 FINANCIAL AND LEGAL REPORT

Dening the limits of the regulatory approach


for energy in new construction

Thus, several studies find that real consumption differs significantly


from regulatory consumption. If employee travel is included
in the impacts of the building, the differences are even greater,
with actual consumption up to five times greater than regulatory
consumption.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

1.2.5. Optimising the use of certications


Environmental certification has now become a standard during
the construction of commercial buildings of a certain size. HQE
certification alone now concerns an inventory of more than 1,200
buildings completed or under construction in France.

One of the challenges to be met by urban development is better


management of the tension between urban renewal and urban
sprawl, particularly in offering new alternatives to scattered
exurbanization through projects which link urbanization processes
more closely with travel and mobility conditions. This is why
projects for sustainable urban developments, if they are considered
from the dual perspective of contextualizing the building and
mobility, can play a role in the future of the city. With this in
mind, Icade is contributing to the development of an expert tool,
IMPETUS, which will support coordination between operators.

1.2.7.

Relaunching technological solutions (wood,


etc.) as part of an analysis of the life cycle

With Decree 2012-518 of 19 April 2012 defining the biosourced


building label, followed by the Implementing Order of 19 December
2012 governing the content and conditions for awarding this label,
there has been greater attention paid to construction materials
in their life cycle. A first step was taken with Decree 2010-273 of
15 March 2010 governing the use of wood in certain buildings.
The order of 19 December 2012 proposes the following definitions:

Biomass: a biological material, with the exception of fossil


materials or materials formed by geological forces;

Biosourced material: a material derived from plant or


animal biomass which can be used as raw materials in
construction and decorative products, fixed furnishings,
and as a construction material in buildings.

Against this backdrop, the multiplicity of environmental certifications,


based on different standards, particularly in commercial real estate,
is generating a build-up of certain investors who are demanding
double, even triple environmental certification, for new buildings
as a mark of superior quality.

In addition to these constraints, changing construction techniques


can only be judged over the medium and long term, and the
cultural impact, which is both religious and Mediterranean, of a
building built from stone for eternity like the cathedrals will
fade only very slowly. Moreover, the current economic approach
treats the straight cost of construction, with no operation and
demolition impact. It would work quite differently if every builder,
like the power suppliers and nuclear plants, had an obligation to
make provision for the cost of demolishing the building constructed.
But such an approach would lead directly to higher construction
costs, which would then slow real estate growth, a driver of the
national economy.

The variations in methods are even more significant with respect


to certifications in the operational phase.

1.3.

THE FOUR SOCIAL CHALLENGES


FOR ICADE

1.3.1.

Pursuing a meaningful social dialogue for


stronger internal equity

The ideal would be to simplify and converge the processes. The


Sustainable Building Alliance (SBA), of which Icade was one of
the founders, is working towards this objective, the achievement
of which will undoubtedly be complex owing to the existence
of multiple challenges related to the global market of building
certifications.

1.2.6.

Improving the building/transport connection

Whether in terms of environmental impact, particularly greenhouse


gas emissions from vehicles, of societal impact with travel times
and the resulting stress levels, or of economic performance, the
location of a residential or commercial building is a key factor in
its success and its green value. This issue concerns both projects
in the urban centre and the development of new exurban zones.

On 17 December 2012, a statutory agreement common to


all employees of the Icade Social Economic Unit (UES) was
unanimously signed by management and the representative union
organizations. This single agreement is intended to become the
common basis for all employees in terms of the working week, paid
holidays, remuneration, mobility and termination of employment
contracts. The signing of this agreement is one more step in the
harmonization of the rules in force within the Icade UES.

ICADE 2012 FINANCIAL AND LEGAL REPORT 215

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

This harmonization will continue in 2013 with the launch of


specific negotiations on a classification system common to all
companies of the Icade UES.

conditions, the company has established a variety of measures,


such as the mid-life career interview or follow-up review, access
to a telecommuting process, or even the option of part-time work.

This mechanism promotes the feeling of belonging in the Group,


enhances internal equity and will facility professional mobility.

1.3.4.

These advances have been made possible because of the


meaningful social dialogue within Icade, which has been marked
by numerous meetings of the employee representative bodies and
union delegates, and the signing of collective agreements such as
the agreement to support disabled workers and the agreement
regarding the prevention of psycho-social risks.

Icade, which has an absenteeism rate of 3.58% (according to the


ANACT reference), reinforced its policy to prevent psycho-social
risks in 2012. Initiated in 2010 and continued in 2011, the work of
the steering committee on stress prevention provided a deeper
understanding of the issues related to the prevention of stress
in the workplace and identified measures to be taken as part of a
more comprehensive approach to preventing psycho-social risks.

Increasing the level of health and safety in


the workplace

1.3.2. Developing skills and encouraging mobility


Changes in the professional environment and the logic of
performance and adaptation to the market require ongoing
adjustments in professional skills and practices.
As a result, the training policy is a centrepiece of Icades human
resources policy. It enables every employee to contribute towards
the Groups successes by developing his or her skills as well as by
taking part in building an individual career path, and it encourages
mobility both within Icade and within the Caisse des Dpts
Group. The programme to promote mobility remained an Icade
priority in 2012. As a result, 29 employees benefited from either
an internal transfer or a transfer to subsidiaries of the Caisse des
Dpts Group.

1.3.3. Promoting diversity


Organised around several components, Icades policy on diversity
is designed to prevent any form of discrimination whatsoever and
guides the company in the implementation of new practices, in
collaboration with all employees and social partners.

1.3.3.1. Facilitating the employment of disabled


workers
Positioned for several years at the centre of Icades employment
commitments, the policy to encourage disabled workers has
increased the number of employees with a certified disability. The
year 2012 was marked by the signing of a three-year agreement
with the representative union organizations, which had several
components, including the allocation of financial resources,
the implementation of measures designed to ensure better
consideration of disabilities in professional life and the continued
effort to improve communication and awareness regarding
disabilities.

On this basis, negotiations were launched in 2012 with the


representative union organizations and resulted in the signing
of an agreement on preventing psycho-social risks within the
Icade UES.

1.4.

Icade began to structure its sustainable development policy as


early as 2008. Strengthening its commitment, the CSER policy,
initiated in 2011 and continued in 2012, is based on a programme
of operational measures, which drive the companys progress and
form a high-performance management and reporting tool. The
measures are organized into four major themes and are monitored
every six months by an executive committee, which approves the
results and continually drives new efforts.

1.4.1.

1.3.3.3. Monitoring the place of seniors


Icade pays particular attention to the place of seniors in the
company. As a result, in the area of career management or working

216

ICADE 2012 FINANCIAL AND LEGAL REPORT

Making sense of 4 themes and 12 commitments


covering 63 operational initiatives

Icades permanent programme of operational initiatives covers


four major themes, which reflect the environmental challenges,
the companys strategy and its desire for ongoing social progress:

the theme Energy and Carbon involves the entire company


and is a response to major environmental challenges in the
sector: controlling energy consumption and reducing the
carbon footprint must mobilize all operators in real estate
and construction;

the Sustainable Building and City theme covers all of


Icades contributions to the sustainable city through the
overall quality of the buildings and their inclusion within
the urban landscape: certifications during construction and
operation, improvement to existing commercial property
assets, green neighbourhoods, mobility and network
connections, and air quality;

the theme Mobilised Enterprise includes the initiatives that


drive the collective approach of the Icade company: direct
responses to the social challenges within the framework
of social dialogue, mobilization around the issues of daily
life in the company, sustainable finance approaches such
as the SRI charter, green value or a grid for sustainable
asset analysis;

1.3.3.2. Maintaining equality in the workplace


Icade focuses on the balance between the professional lives
and personal lives of its employees through measures related,
in particular, to a shift towards flexible part-time schedules,
remuneration during parental leave and the organization of
appraisals for female or male employees taking maternity or
paternity leave.

ICADE, A STRUCTURED CSER POLICY

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

the Stakeholders theme is a response to Icades belief


in the full measure of CSER: exchange, partnership and
dialogue are essential in order to reduce the real ecological
footprint of buildings, an effort that involves developer,
investor and occupant alike. A number of awareness and
mobilization programmes for buyers and tenants are the
building blocks for this theme.

1.4.2.

Meeting responsibilities and challenges


through the initiatives themes

The structure of the Icade CSER programme is a direct response to


the 11 internal and external strategic challenges discussed above,
as shown in the table below. This strong correlation between
objectives and resources is reviewed and reframed every six
months by the Icade Executive Committee.

CSER: Icades four themed initiatives to meet the seven responsibilities of sustainable building and the four
internal social challenges
Icades 4 themed initiatives
Energy
and
carbon

7 responsibility
of sustainable
buildings

Sustainable
Building and
City

Mobilized
Enterprise

Stakeholders

2.1 Fostering transparency


2.2 Eliminating uncertainties about regulatory
requirements for the existing commercial
property
2.3 Enhancing synergy between the owner/
manager/users in commercial property
operation
2.4 Identifying the limits of the regulatory approach
to energy in new construction
2.5 Optimizing the use of certifications
2.6 Improving the building/transport connection
2.7 Relaunching technologies (wood, etc.) in the
context of an analysis of life cycle

4 internal social
challenges

3.1 Pursuing a meaningful social dialogue for


stronger internal equity
3.2 Developing skills and promoting mobility
3.3 Promoting diversity
3.4 Increasing the level of health and safety in
the workplace

1.4.3.

Actively managing current initiatives

The operational action programmes, directed by the teams in the Real Estate, Promotion and Services divisions and support functions
are continually evolving with the completion of initiatives and a commitment to new ones. Special attention is paid to disseminating
and putting the results obtained into practice.

ICADE 2012 FINANCIAL AND LEGAL REPORT 217

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

Commitments

Actions and Objectives

Energy-Carbon

In 2012, propose a building equipped with energy and water meters by type of use and space
Conduct a proactive energy policy for the buildings managed as ASSETS by the consulting
division
Monitor energy meters for a minimum of three buildings between 2012 and 2013
Complete the Environmental Performance Diagnostic (DPE) for the 60 main commercial
assets
In 2012, equip two buildings with energy and water meter by type of use and space

1
Energy

Take measures with orders givers to establish the use of an Energy Performance Contract
(CPE) in 2012
Identify the energy and water consumption in commercial buildings with the share of
renewable energies
Conduct at least one air seal test on a commercial property operation in 2012
Know the energy consumption on our entire production at the SO stage (commercial and
housing) for TR uses
Map the energy labels of the operations
In 2012, complete the replacement of computers with other more energy efficient machines
(-30%)
In 2012, study the installation of a remote cut-off system for IT equipment
In the context of the carbon footprint assessment, reduce emissions related to the operation
of commercial buildings
Improve knowledge on Live Cycle Assessment (LCA) and Air Quality (QAI)

2
Carbon

Set up a Grenelle reference grid for consulting missions on work projects


Complete the carbon compensation for major events
Modernise the video conferencing offer
Reduce by 5% a year the CO emissions related to consulting missions and transactions
Complete the carbon footprint for new constructions at the SO stage

Property Investment

218

Property Development

ICADE 2012 FINANCIAL AND LEGAL REPORT

Services

Support Functions

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

Commitments

Actions and Objectives

Sustainable
Buildings and
City

Seek HQE operations certifications on the main new and renovated assets in Property
Investment
Produce 50% of the commercial production with double certification
Include HQE certification in all proposals for commercial production and PPS
3
Certifications

Define a model profile for the Certiva Sustainable Development Passport in the first half of
2012
Initiate at least one HQE development certification in 2012
Identify by region the performance profile of the housing operations under NF and NF HQE
process

4
Holdings

Evaluate the Gauchot work plan for 66 commercial assets


By the end of 2013, earn ISO 14001 certification for Parc des Portes de Paris

5
Green
neighbourhoods

Plan the positive change in biodiversity at Parc des Portes de Paris


Continue ageing/disability projects in cooperation with Dardd
Indictor of Icade's participation in green neighbourhoods, established by the DARDD in
collaboration with Development
Continue actions for the Enterprise Moving Plan for the head office

6
Mobility

Improve the building-transport connection through an Impetus search with the support of the
DARDD
Establish the distances to public transport for the locations of the commercial property assets
Identify relevant air quality indicators and study the possibility of installing the corresponding
measurement tools

7
Air quality

Test the air quality indicators on at least one commercial operation and one housing operation
Site inspection of aeraulic operation on at least 1 operation per region beginning in 2012
Define Interior Air Quality (QAI) measurement criteria to increase awareness of owners
Check the aeraulic operation for all housing operations

Property Investment

Property Development

Services

Support Functions

ICADE 2012 FINANCIAL AND LEGAL REPORT 219

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY ICADES SUSTAINABLE DEVELOPMENT


CHALLENGES ANDRESPONSIBILITIES

Commitments

Actions and Objectives

A mobilised
enterprise

Continued the energy certificate process


Launch a process to structure the SD data from the commercial assets for integration in
expertise campaigns

8
Economy

Establish a SRI charger in asset/investor relations


Create a SD analysis grid for acquisitions
Launch the e-learning LAB training
Continue to train/increase awareness about SD for employees

9
RH

Develop the prevention of psychosocial risks for all managers


Assets responsible purchases and draft a guide of good practices
Increase the use of ethical caterers for events
Maintain employment of seniors in the company

10
Daily enterprise
life

Recycle cell phones


Ensure recycling of logistics equipment (signs, etc.) from events
Expand the use of protected workshops for the administrative work of the DGC&Co
Systematise all publications FSC media in 2012 and produce at least one invitation on recycled
period over the same period
Reduce the number of brochure models by 2/3

Stakeholders

Establish environmental annexes to the requisite leased before July 2013


11
Green lease

Establish environmental annexes to the requisite leased before July 2013


Organise Icade's green lease process
Draft green building instructions for new significant buildings in 2012
Update the booklet of green gestures for the head office and publish on the intranet

12
Client
awareness

Develop a Clinics environmental charter between owner and operator.


Organise two annual conferences on SD for Clients
Launch SD expert appraisals to increase awareness among clinic operators
Draft green building instructions for 5 sensitive buildings
Measure the environmental impacts through the use of the Label type rating tool

Property Investment

Property Development

220 ICADE 2012 FINANCIAL AND LEGAL REPORT

Services

Support Functions

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2. Declarations required by Decree 2012-557 dening


corporate social and environmental transparency
obligations
Icades declarations pursuant to Decree 2012-557 of 24 April
2012 defining corporate social and environmental transparency
obligations are organized into 42 chapters that correspond to
the items in the Decree, restated in Article R. 225-105-1 of the
Commercial Code.
Each chapter is treated in this document as a complete declaration
and contains, wherever necessary, a definition of the scope, the
statement and the definition of the indicators used in line with
the existing standards, particularly those of the European Public
Real Estate Association (EPRA).

The programmes and projects conducted by the Services division


to promote Sustainable Development are described in Chapter 20,
Organization of the Company to take into account environmental
issues and environmental evaluation or certification processes
if applicable. The environmental impact of the spaces occupied
by the Services division to perform its missions is included in the
corporate elements of the various chapters.
On the other hand, Icades declarations contain no element related
to operating data for the buildings managed by the Services
division on behalf of third parties; the use of this data is considered
to be the exclusive responsibility of the authorizing parties.

As an exception to this rule, a single declaration of scope is made


for all social data covering items 1 to 19.
In reference to the CSR Reporting Guide, Article 225, distributed in
December 2012 by the France Green Building Council (FGBC), some
of the declarations distinguish corporate items from items related
to the project/development businesses of the Development
division and items related to the operational businesses of the
Real Estate division.

2.1.

HUMAN RESOURCES AND


EMPLOYMENT DATA

The scope for items 1 to 19 means the Group in the economic


sense, i.e., Icade SA and the subsidiaries it controls, which are
listed below. The data is grouped by business division: Real Estate,
Development and Services.

Real Estate division

Property Development division

Services division

Icade

Icade Promotion Logement

Icade Asset Management (01/05/2012)

inc. Holding company

Icade Promotion

Icade Property Management

inc. Housing Property

Icade Setrhi-Setae

Icade Transactions

inc. Commercial Property

Icade Arcoba

Icade Suretis

Sarvilep

Icade Gestec

I Porta
Icade Conseil
Icade Expertise

ICADE 2012 FINANCIAL AND LEGAL REPORT 221

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2.1.1.

Employment

1. Total work force and employee distribution by gender, age and geographic region
1.1.

Total work force and employee distribution by gender

The definition of employees means all registered employees (excluding trainees), both compensated and uncompensated as at
31 December 2012.
1.1.1.

Work force by category, gender, division and geographic region (France and International) at 31 December 2012
Employees registered as at 31 December 2012: 1,712 employees.

Non-managerial personnel

Men

Women

Total

Men

Women

Total

Total

Total
employees
registered at
31/12/2011

Property investment

34

60

94

131

109

240

334

19.5%

334

Property
development

59

305

364

407

191

598

962

56.2%

954

Services

53

121

174

147

95

242

416

24.3%

545

146

486

632

685

395

1,080

1,712

100%

1,833

8.5%

28.4%

36.9%

40.0%

23.1%

63.1%

100.0%

Total
Breakdown of staff (%)
Outside France

Managerial personnel

11

As at 31 December 2012, employees with a permanent contract (CDI) in France represented 95.4% of the staff while fixed-term
employees (CDD) represented 4.6%.

CDI

CDD

Property investment

321

13

Property development

931

31

Services

382

34

Total

1,634

78

Distribution as a %

95.4%

4.6%

Registered employees at 31 December 2012 by geographic region (France and International):

Non-managerial personnel

le-de-France
Regions
Total

Managerial personnel

Total

Men

Women

Total

Men

Women

Total

Total

109

262

371

445

306

751

1,122

65.5%

37

224

261

240

89

329

590

34.5%

146

486

632

685

395

1,080

1,712

100%

Outside France

222

Total

ICADE 2012 FINANCIAL AND LEGAL REPORT

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

1.1.2.

Monthly average work force in France by category, gender and division (excluding trainees and summer student
short-term contracts)

In 2012, the average monthly workforce was 1,738.6 employees.

Non-managerial personnel

Managerial personnel

Total

Men

Women

Total

Men

Women

Total

Total

Property investment

31.8

66.2

98.0

133.1

113.3

246.4

344.4

19.8%

Property development

63.3

304.8

368.1

402.9

188.6

591.5

959.6

55.2%

Services

65.9

123.2

189.1

150.3

95.2

245.5

434.6

25.0%

161.0

494.2

655.2

686.3

397.1

1,083.4

1,738.6

100%

9.3%

28.4%

37.7%

39.5%

22.8%

62.3%

100.0%

Total
Breakdown of staff (%)

1.1.3.

Breakdown of employees by age and gender (situation as at 31 December 2012)

Men

Women

60 to 65

47

30

55 to 59

106

81

50 to 54

108

117

45 to 49

109

138

40 to 44

111

142

35 to 39

121

132

30 to 34

118

132

25 to 29

83

89

Under 25

23

20

831

881

Older than 65

Total

The barrel shape of the age pyramid reflects the balanced management policy for Icades employees. This policy guarantees an
appropriate balance between the new generations and the transfer of skills.
In the last three years, the average age has remained stable. It is 43.5 for managers and 42 for non-managers.
Average seniority at Icade is 10.8 years in 2012 and was 9.8 years in 2011.

ICADE 2012 FINANCIAL AND LEGAL REPORT 223

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2. New employees and dismissals within Icade


2.1.

New employees in 2012

New employees in 2012


Permanent contracts

82

Fixed-term employees to cover business peaks

32

Fixed-term replacement contracts

54

Internships/professional training

23

Total

191

Personnel changes over 2012 reflect 16 transfers between Group companies and 14 conversions of contracts into permanent contracts.
2.2.

Number of departures in 2012

2012 departures
Voluntary departures

60

Lay-offs

33

Contract terminations

16

Terminations during trial period

Retirements

12

Deaths

Transfers to Caisse des Dpts and its subsidiaries

13

Exit from Icade group consolidation(*)

115

End of temporary contracts/internships and professional training, and transition to permanent contracts
Total

86
342

(*) Departures from the Icade Group area represent the departure of employees from the subsidiary Icade Rsidence Service (IRS).

In 2012, the departure rate (i.e., the total number of permanent


contract departures, excluding internal mobility, retirementdeath divided by the average monthly number of permanent
employees) was 14.5%.
This rate drops to 8.8% if the effect of the disposal of Icade
Rsidences Services is neutralised.
3. Remuneration and changes
3.1.

A policy of remuneration with incentives in line with


the dynamic Icade markets

The comprehensive remuneration policy defined by Icade helps


to attract key skills, increase individual and collective employee
motivation and retain employees.
In this respect, Icade makes every effort to maintain remuneration
practices and levels competitive with other companies in
comparable business sectors. In order to maintain the balance

224

ICADE 2012 FINANCIAL AND LEGAL REPORT

between internal equity and external competitiveness, Icade


conducts annual remuneration surveys specific to the real estate
sector with the assistance of specialized firms.
Total remuneration is composed, firstly, of the fixed salary, which
remunerates the skills attached to the position and, secondly,
of an individual and collective variable remuneration. Using a
package calculated by division, based on the years earnings,
the individual variable portions are distributed on the basis of
the employees individual contribution and the achievement of
the objectives previously defined by his/her immediate superior.
For the collective variable remuneration and in order to effectively
make employees partners in the companys performance, Icade
uses all the tools offered by law: incentives, profit-sharing, Group
Savings Plan (Plan d pargne groupe-PEG), Group Collective
Retirement Savings Plan (Plan dpargne Retraite Collectif GroupePERCOG) and employee shareholding.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

The signing of a collective agreement common to all the companies


of the Icade UES in late 2012 replaced the diverse agreements
previously in force. This agreement simplifies understanding
regarding remuneration and strengthens internal equity through
the establishment of a seniority bonus for all employees calculated
for everyone, whatever the category, using the same procedures.

3.2.
3.2.1.

Basic salary
Employee average monthly basic salary by status
and gender

The fixed share of remuneration (basic salary) remunerates


the skills attached to the position. The gross average monthly
basic salar y for paid employees (contract not suspended)
with a permanent contract by status as at 31 December 2012,
(excluding sales personnel, officers and members of the Executive
Committee) was:

Local employees (ex : custodians)

1,587

Employees

2,129

Supervisors

2,390

Managerial personnel

4,244

Total

3.2.2.

3,548

Average increase by division

The change in salaries paid between 1 January and 31 December 2011


is analysed as follows among Icades different divisions:

Men

1,565

Women

1,598

Men

2,183

Women

2,119

Men

2,322

Women

2,435

Men

4,485

Women

3,822

Men

4,176

Women

2,941

Within this package per division, the distribution of the individual


variable shares is made on the basis of the employees individual
contribution and the achievement of the objectives previously
set by his or her immediate superior.
In 2012, 78.1% of employees were paid variable remuneration.

Property investment

2.88%

Property development

3.27%

Services

2.75%

Total

3.05%

3.4.

Employee profit-sharing and incentives for company


performance and the PERCOG

In order to involve Icade employees in the companys performance,


two agreements allow the payment to employees of sums from
profit-sharing and incentives.
Profit sharing

3.3.

Individual variable remuneration

For each division, the total variable remuneration package paid to


the employees is determined on the basis of the divisions results.

The profit-sharing plan is a Group agreement. The formula used


is the legal calculation formula. Half of the budget is distributed
on the basis of employment and half in proportion to salary.

ICADE 2012 FINANCIAL AND LEGAL REPORT 225

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Amounts paid in 2012 (excluding CSG/CRDS taxes)

Employee profit-sharing

Net amount
paid

Number of
beneficiaries

Average
amount

Minimum
amount

Maximum
amount

3,825,125

2,015

1,898

3,910

The amounts calculated represent a strict application of the


agreement and are a function of the actual work time, which can
result in payments of very low minimum amounts.

Incentives
An incentive agreement was signed for the years 2011-20122013. This agreement concerns all Icade employees. As the
performance indicator, it uses net current cash flow, recorded in
Icades consolidated accounts (according to a specific calculation
set forth in the agreement).

Amounts paid in 2012 (excluding CSG/CRDS taxes)

Incentives

Net amount
paid

Number of
beneficiaries

Average
amount

Minimum
amount

Maximum
amount

7,157,859

2,015

3,552

5,894

The amounts calculated represent a strict application of the


agreement and are a function of the actual work time, which can
lead to payments of very low minimum amounts.

At 31 December 2012, the Icade Actionnariat FCPE held all


employee-owned Icade shares: 186,885 shares, or 0.36% of
Icades capital.

PERCOG

At 31 December 2012, there was no other employee FCPE which


owned Icade shares.

A Group Savings Plan was signed with all unions on 17 December


2012 offering all employees the opportunity to develop a portfolio
of securities for supplemental retirement savings, effective as of
1 January 2013. Icade adds to employee payments with a matching
amount defined on the basis of financial criteria related to the
companys results.
The establishment of this PERCOG retirement savings product
demonstrates Icades commitment to its employees and offers
a tool to retain employees.
3.5.
3.5.1.

Employee shareholding
Group Savings Plan (Plan dpargne groupe-PEG)

Icade employees with at least three months of employment in


the Group are beneficiaries of the Group Savings Plan. The sums
from profit-sharing and incentives may be paid to this PEG.
To invest these assets, the Icade Group Savings Plan offers
employees several Fonds Commun de Placement dEntreprise
(FCPE), including four multi-company FCPEs and the Icade
Actionnariat FCPE.
The Icade Actionnariat FCPE represents 31.38% of the assets
invested in the Group Savings Plan and 43.8% of unitholders
hold their assets within this fund.

226

ICADE 2012 FINANCIAL AND LEGAL REPORT

3.5.2.

Implementation of a bonus share plan

In line with its desire to involve employees more closely in Icades


performance and to strengthen the feeling of membership within
the Group, whatever the level of responsibility, Icade established
a new bonus share plan (AGA) for all employees.
At its meeting on 16 February 2012, the Icade Board of Directors
decided to allot 15 bonus shares per employee.
This 4-year plan (2-year vesting period + 2-year lock-in period)
is open to all Icade employees with a permanent contract as at
31 December 2011, and still employed on the allotment date
(2 March 2012).
This allotment of 15 bonus shares will become final only after a
vesting period of 2 years running from 2 March 2012, and is subject
to compliance with the condition of continuous employment
within Icade.
After the vesting period, beneficiaries will become owners of the
bonus shares they have been allotted, and these shares will be
registered shares in an account. However, employees may not
sell them during a two-year lock-in period from 3 March 2014
to 3 March 2016.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2.1.2.

Work organization

autonomous managers work 210 days a year and receive


17 RTT days for one full year of employment.

4. Organization of work and work time


In 2012, negotiations with the representative unions resulted in a
statutory agreement governing the organization and duration of
work. Under the terms of this agreement, in force as of 1 January
2013, the work week is organized as follows:

employees, supervisors and non-autonomous managers


work 37 hours and 50 minutes per week on average and
receive 17 days of comp time (RTT days) for one full year
of employment;

This agreement harmonizes the practices in effect in the Icade


group since 31 December 2012, particularly with respect to fixed
and variable schedules, including between Paris and the regions.
In the Icade group, part-time work is granted at the employees
request. The number of part-time contracts is as follows:

Part-time contract at 31/12/2012

Men

Women

Total

Property investment

14

16

Property development

78

87

Services

23

24

12

115

127

Total

It should be noted that this 2012 data is hard to compare with


2011 because of the change in the scope of consolidation.

2.1.3.

Employee relations

6. Organization of employee dialogue, particularly the


procedures for informing, consulting and negotiating
with employees

5. Absenteeism
Absenteeism includes all days absent because of illness
(occupational illness, other illness, permanent disability),
absences for work/commuting accidents, absences for family
events (special holidays, moving) and absences for other reasons
(unpaid authorized absences, unexcused absences, short-term
leaves without pay).
In 2012, absenteeism represented 21,927 calendar days, (based
on the definition used) or 3.58% of the theoretical work days,
as follows:
Illness

87.11%

Work place/commuting accident

10.07%

Family events

0.96%

Other reasons

1.86%

Total

100%

In 2011, the absentee rate was 4.36%. The decline in absenteeism


in 2012 is related to the number of sick days and particularly to
the significant drop in absences for other reasons and workplace accidents.

At the employment level, given the complementary nature of


their activities and the work community among employees,
Icade and its subsidiaries have been organized into a single
Social and Economic Unit (UES) since the end of 2007. This unit
is the reference framework for the establishment of employee
representative bodies and also for the designation of union
representatives.

For elected employee representation, a single Works Council


operated within the Icade UES, representing all employees of
the Icade group. Employee delegates are designated by each
Icade business division: Property Development, Property
Investment and Services. Finally, the scope for the CHSCT
Committees, which deal with question of health, safety and
working conditions, are configured in connection with the
work location of the employees concerned: the Millnaire 1
CHSCT for the corporate site, the Millnaire 1 Building in
Paris (19), The Commercial Property Services CHSCT for all
sites of the Services division companies in le-de-France and
the regions; and finally, the Non-Millnaire Development
CHSCT for the sites of the Development division outside
Millnaire 1 in le-de-France and the regions.

ICADE 2012 FINANCIAL AND LEGAL REPORT 227

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

The Icade UES is also the framework for the establishment


of the designated union representation. Thus, the
representatives unions designate five union enterprise
delegates, including one union coordinator delegate, for
all the companies of the Icade UES. At the end of 2012, five
unions were represented within Icade.

11. Agreement on the Group Collective Retirement Savings Plan


of the Icade UES dated 17 December 2012;

In 2012, through nearly 120 joint meetings, Icade reaffirmed to all


its social partners it desire to continue a meaningful employment
dialogue.

13. Amendment No. 3 to the Icade UES collective agreement


instituting additional Disability, Incapacity and Death
coverages dated 20 December 2012;

These exchanges resulted in:

14. Amendment No. 2 to the collective agreement on the


harmonization of the status of Icade UES employees of
17 December 2012 ( Adjustment to work time for staff
employed at the PC Scurit at Parc des Portes de Paris)
dated 20 December 2012.

15 meetings of the works council, leading to 27 consultations


with this body;

36 meetings of the employee delegates;

23 meetings of the different CHSCT Committees.

In addition, 42 negotiating meetings led to the signing of


14 agreements detailed in Chapter 7, Report on collective
agreements.

12. Amendment No. 3 to the Icade UES collective agreement


instituting additional coverage for reimbursement of health
care expenses dated 20 December 2012;

Several significant points in some of these structuring agreements


merit a more detailed discussion:

The negotiations conducted within the Icade Social and Economic


Unit led to the signature of 14 framework agreements for all
Group employees:

Agreement to encourage the employment of disabled


workers: the policy to support disabled workers, which has
been one of Icades core commitments for several years,
was punctuated in 2012 by the signing of a three-year
agreement with the representative unions on 1 June based
on the following main components:

the allocation of human and financial resources,

1.

An agreement to encourage the employment of disabled


workers dated 1 June 2012;

the implementation of measures designed to ensure greater


consideration of a disability in the professional and personal
lives of the employees concerned,

2.

Revising Amendment No. 1 to the SCIC agreement of


4 December 1986 concerning the collective status of the
sales staff in the housing development activities, dated
31 August 2012;

the creation of a dedicated information space on the


intranet,

the continuation of efforts to improve communication and


awareness regarding disabilities,

An agreement on the establishment of the single collective


status of the Icade UES dated 5 September 2012;

the development of initiatives to promote recruitment,


including training or work-study programmes,

4.

Amendment No. 2 to the Incentives Agreement, dated


10 September 2012;

a stronger partnership with the sheltered and adapted


worker sector.

5.

Amendment No. 8 to the Icade Group Savings Plan Agreement


of 2 March 2006, dated 10 September 2012;

Agreement for the prevention of psycho-social


risks (RPS):

6.

Amendment No. 7 to the Icade UES Profit-Sharing Agreement


of 30 June 2006, dated 10 September 2012;

7.

Agreement for the prevention of psycho-social risks within


the Icade UES dated 10 September 2012;

8.

Collective agreement on the harmonization of the status of


Icade UES employees dated 17 December 2012;

9.

Amendment No. 1 concerning the harmonization of the


status of Icade UES personnel of 17 December 2012 (specific
conditions for remuneration and organization of work time),
dated 17 December 2012;

7. Report on collective agreements

3.

10. Method agreement on classifications dated 17 December


2012;

228

ICADE 2012 FINANCIAL AND LEGAL REPORT

The policy to prevent stress in the work place, initiated in


2010 and continued in 2011 provided a better understanding
of the problems of quality of life at work and identified actions
to be taken within the context of a more comprehensive
approach to preventing psycho-social risks. On this basis,
negotiations were launched in 2012 and led to the signature
of an agreement on the prevention of RPS within the Icade
UES on 10 September.

Single Agreement: on 17 December 2012, an agreement


harmonizing the status of the different entities of the Icade
UES was signed. This agreement marked the culmination
of nearly five years of negotiations. Signed unanimous
by the representative union organizations, it is the foundation
common to all employees in terms of work hours, paid
holidays, remuneration, mobility and termination of
employment contracts. It was implemented for all employees
as of 1 January 2013.

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A Group Collective Savings Plan agreement: this


agreement was signed with all union organizations on
17December 2012, allowing all employees to create a
portfolio of securities for supplemental retirement savings,
effective from 1 January 2013. This mechanism, which is
completed by a matching contribution from the company,
defined on the basis of financial criteria linked to the
companys results, allows Icade employees to fund savings
for retirement in the form of capital or an annuity.

2.1.4.

Health and safety

8. Workplace health and safety conditions


The Health, Safety and Working Conditions Committees
The three Health, Safety and Working Conditions Committees
established within the Icade Economic and Social Unit are
responsible for issues relating to health and safety at work. The
most recent elections to the CHSCTs were held in 2011. Generally
speaking, since Icades activities are essentially commercial
and sedentary, the main mission of the CHSCTs in 2012 was to
assist employees in moving projects or organizational changes.
With the support of experts, they monitored moving projects
and participated in procedures to diagnose work-related stress.
9. Assessment of the agreements signed with the unions
or employees representative on health and safety at
work
The policy to prevent psycho-social risks (RPS)
Within the framework of the policy to prevent stress in the
workplace, a steering committee was set up at Icade in 2010.
Composed of representatives from management, the secretaries
of the CHSCTs, the occupational physician and social assistant,
the steering committee was charged with analysing a number

of internal indicators in accordance with the recommendations


of the National Institute on Research and Safety (INRS) on
absenteeism, the assessment of working conditions, employee
relations, information circulation and workplace well-being.
Analysis of these indicators identified areas of study to generate
specific discussions with the unions, which began in 2012. These
discussions led to the signing of a collective agreement on the
prevention of psycho-social risks in the Company. Signed on
10September 2012, this agreement stipulates the implementation
of collective and individual resources to prevent psychosocial
risks. These strengthen the preventative measures previously
initiated, such as a toll-free hotline to provide psychological
support for all employees from 1 January 2012.
10. Workplace accidents, in particular their frequency
and severity, and occupational illnesses
The data below detail the number, frequency and severity of work
place and commuting accidents from 1 January to 31 December
2012 for the Icade group.
The method for calculating non-working days is as follows:

the first day of no work is calculated from the date of


signature of the declaration which is sent to the CPAM
(Caisse Primare dAssurance Maladie or Primary Health
Insurance Fund);

the days lost are working days.

The data is the data known as at 31 December 2012. This statement


could be modified depending on decisions by Social Security
which may be made at a later date. Adjustments may therefore
be made in the social assessment to take into account any such
decisions by Social Security.

Number and frequency of work accidents in 2012

Number of recognized accidents with work


stoppage (excluding relapses over 2012)
Theoretical number of hours worked(*)
Frequency rate

(**)

Local
employees
(custodians)

Employees

Supervisors

Managerial
personnel

Total

11

55,782

858,147

163,957

1,781,946

2,859,833

71.71

3.50

0.00

2.24

3.85

(*) Calculation of the number of theoretical hours: 5 days X 52 weeks 25 theoretical leave or holiday days X 7 hours X annual average number of employees in
the category. Average number of employees represents the sum of monthly employees for the year divided by 12.
(**) The frequency rate is equal to the number of accidents with work stoppage multiplied by 1,000,000 and divided by theoretical number of hours worked.

ICADE 2012 FINANCIAL AND LEGAL REPORT 229

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Severity rate of work accidents in 2012 : (work accidents with work stoppage and relapses over 2012)
Local
employees
(custodians)

Employees

Supervisors

Managerial
personnel

Total

254

129

39

422

55,782

858,147

163,957

1,781,946

2,859,833

4.55

0.15

0.00

0.02

0.15

Number of days lost


Theoretical number of hours worked

(*)

Severity rate(**)

(*) Calculation of the number of theoretical hours: 5 days X 52 weeks 25 theoretical leave/holiday days X 7 hours X annual average number of employees in the
category. Average number of employees represents the sum of monthly employees for the year divided by 12.
(**) The severity rate is equal to the number of days lost multiplied by 1,000 and divided by the theoretical number of hours worked.

Local
employees
(custodians)

Employees

Supervisors

Managerial
personnel

Total

10

16

Number of commuting accidents with work stoppage


(including relapses over 2012)

The frequency and severity rates for locally-based employees


exclusively represents those custodians who perform physical
activities.

Training initiatives enable each employee to contribute to the


Groups performance by developing skills which at the same time
enables them to develop their career paths.

One salaried employee was identified with an occupational illness


over 2012.

12. Number of training hours

2.1.5.

Training

In 2012, Icade offered a training programme comprising 20,837


training hours, representing a cost of 2,100,000, or 2.1% of the
payroll.

11. Training policies implemented


Training policy is coordinated alongside the entire human
resources policy.
Changes in the professional environment and the logic of
performance and adaptation to the market require continual
adjustments in skills and professional practices. As a result, the
training policy is the centrepiece of Icades human resource policy.

The focus was to develop business skills closely in line with


operational needs. The training programme may be analysed
as follows:

Training areas

Percentage of total
number of hours

Office IT

26%

The annual inter view and employee reviews contribute to


the development of the training policy. In 2012, over 82.7% of
employees benefited from such an interview with their hierarchical
manager, which also gave them an opportunity for dialogue and
sharing.

Property construction

22%

Safety

14%

Personnel development,
communication

13%

Analysis of annual interviews by the Human Resources Department


is performed via staff reviews carried out with operational
managers. This analysis allows the assessments made to be
standardized, to define training requirements, to consolidate
career development aims, and to encourage mobility by using skills
identified to define career paths. Training needs are evaluated in
this way within the framework of a comprehensive project outlined
between the employee, management and the DHR.

Sales, marketing and customer


relations

7%

Accounting, finance, taxes, law

7%

Human Resources

6%

Sustainable development

4%

Management

1%

Total

230 ICADE 2012 FINANCIAL AND LEGAL REPORT

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In addition to the individual training offered to expand and


increase business skills, common, groupwide training in all Group
subsidiaries was deployed in order to create a shared culture,
particularly in the area of customer relations. 71 employees were
trained on this topic in 2012, and a total of over 300 employees
will have taken the customer relations courses organized over
conferences and training sessions between 2011 and 2012.
A three-day Icade convention, the main theme of which was
innovation in the framework of the managerial relations, was
attended by more than 200 people in June 2012. It launched a
training course for 2013 on the subject of managerial relations.
In addition, 199 trainees took training sessions on sustainable
development, representing a total of 1,469 hours.

2.1.6.

Equal opportunity

13. Measures to promote male and female equality


In 2012, on the basis of the status report comparing men and
women in the company, Icade initiated an in-depth project with the
expert from the Works Council to identify avenues for improvement
regarding the action plan to promote male and female equality
(this point is discussed in Chapter 15, The anti-discrimination
policy.).
14. Measures to promote employment and integration
of disabled persons
As at 31 December 2012, 29 employees were recognized with
the status of disabled workers (RQTH). It should be noted that
this 2012 figure is difficult to compare with 2011 because of the
change in scope.
Positioned for several years at the centre of Icades employment
commitments, the policy to encourage disabled workers was
marked in 2012 by the signing of a three-year agreement with the
representative unions based on the main components detailed
below:

to dedicate human and financial resources to the disabled


policy. A Disability-Diversity mission Head was appointed
for the Group;

to take measures to ensure greater consideration for


disability in the professional and personal lives of the
employees concerned, for example, the disability CESU
(Cheque Emploi Service Universel or Universal Employment
Cheque Service), the transition to part-time, telecommuting,
flexible hours and so on;

to create a dedicated information space on the intranet,


accessible to all employees and enhanced on a regular
basis. In particular, any measures taken to be relayed here;
to continue the efforts to communicate and increase
awareness regarding disability in the Paris region and other
regions, such as sending the booklet on the measures
entered into under the new agreement, and enrolling
managers on CDC training, Open to disabilities, following
the London Paralympic Games with a photo exhibit in
particular;

to develop measures to promote hiring, particularly for


work-study contracts or trainees through contacts with the
schools that offer training in Icades businesses, and with
dedicated associations (Tremplin and Fedeeh for example);

to expand the partnership with the sheltered and adapted


employment sector: thus, the 2012 Employment Week for
Persons with Disabilities was dedicated to the development
of subcontracting within this sector.

15. Anti-discrimination policy


Text same as items 15 to 17.

2.1.7.

Promotion and respect for the basic


conventions of the International Labour
Organization dealing with

16. Respect for the freedom to organize and the right


to collective bargaining
Common text.
17. The elimination of job and professional discrimination
Common text.
Compliance with ILO conventions
Icade works to guarantee working conditions that comply with
labour law and social protection national and international
standards to all of its employees.
Therefore, Icade ensures compliance with the minimum salaries
stipulated by law and labour conventions, whether these are
agreements negotiated at business division or company level. In
terms of remuneration, Icade particularly monitors compliance
with the principles set forth by the ILO on equal salary for equal
work. This issue is carefully monitored by means of indicators
which are observed in employment assessments.
Icade works to comply with all legal and convention provisions
in terms of work schedule, the right to weekly time off, rights to
holidays and social protection (such as access to health care and
accident coverage plans).
Icade respects the broad international principles set forth by the
ILO on the rights of workers, encouraging employee representation
and guaranteeing the right to collective bargaining, as well as
fighting any form of discrimination in its hiring, promotion and
remuneration processes.
Fighting discrimination
In order to f ight discrimination, the employment policy
implemented within Icade takes into consideration the integration
of disabled persons, career management for older employees
and professional equality between women and men. In these
areas, Icade works to encourage a balance between private
life and professional life through measures such as telecommuting,
adjustments to work schedules, part-time work, paid maternity
or paternity leave, and so on.

ICADE 2012 FINANCIAL AND LEGAL REPORT 231

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In 2012, on the basis of the status report comparing men and


women in the Company, Icade initiated in-depth project with
the expert from the Works Council in order to identify measures
to improve equality between men and women. This work
strengthened the ongoing monitoring of previously defined
indicators and led to a number of measures and specific objectives
for recruitment, professional training, and career development. On
these bases, a new action plan was defined and will be developed
throughout 2013.
18. The elimination of forced or compulsory labour
19. The effective elimination of child labour

Icade acts as a sustainable company in every area of its business.


The Company takes responsibility for its products, creating
sustainable development synergies in all building aspects, from
design to operation. In terms of internal sustainability, Icade
encourages its employees to focus both on the changing nature
of their profession as well as their daily behaviour.
20.2. Sustainable Development policy
The Sustainable Development programme is governed by the
Audit, Risk Management and Sustainable Development Committee,
and by the Executive Committee, which conducts a review every
six months.

Icade conducts its businesses only in France, with marginal activity


in Germany. Compliance with French and German laws guarantees
compliance with the provisions of the ILO conventions on these
issues (items 18 and 19).

This programme is audited at the operational level by the Audit,


Risk Management, and Sustainable Development department.
Coordination with the businesses is performed by the Sustainable
Development Committee, the Sustainable Innovation Circle, and
a network of agents.

2.2.

ENVIRONMENTAL DATA

Sustainable development governance

2.2.1.

General environmental policy

20. Organization of the Company to take environmental


issues into consideration and to undergo environmental
assessment or certification processes if applicable

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20.1. Strategy
Sustainable development is part of Icades genetic heritage.
Caisse des Dpts, its majority shareholder, has made this issue
one of its growth vectors, reaffirmed in the brochure entitled
Contribution to the Sustainable City in 2012, in which Icade is
one of the major contributors.
Thanks to its numerous businesses, Icade moves beyond a
focus on building alone, to encompass most components of
a sustainable city. This approach has always been part of the
Companys culture and has formed the core of its urban policy for
150 years. Committed to regional development in France, Icade
designs its projects to serve its customers needs and collaborates
closely with local authorities and all of its stakeholders.

232 ICADE 2012 FINANCIAL AND LEGAL REPORT

MANAGEMENT OF
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information and oversees the
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CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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This strategy is deployed within an active policy organized around four major themes and 12 commitments, which was developed at the end of 2011:
1
Energy and Carbon:
Control energy consumption.
Reduce the carbon footprint.

2
Sustainable Buildings and Cities:
Standardize certifications.
Improve performance in the existing commercial assets.
Develop Green Neighbourhoods.
Encourage mobility.
Improve management of air quality.

3
Mobilised enterprise:
Structure green value.
Live better at work.

4
Stakeholders:
Value environmental annexes.
Mobilise owners and tenants.

The advances made in these 12 themes in 2012 were as follows:


2011 Report

2012 Report

Objectives targeted and measures scheduled

2013 achievements and objectives

1
Control energy
consumption

Establish a management platform by use and by lot


for the energy consumption of the assets held by the
Property Investment division, applied to 3 significant
assets in 2012. Offer in all commercial development
operations metering systems by use and by lot
to allow future buyers and tenants to manage
energy better. Know the energy consumption of all
production, housing and commercial, at the service
order stage.

In 2012, the Property Investment Division


completed important work to consolidate its
detailed information on all energy used, in both the
communal and private areas (stakeholders).
In addition, as planned, it continued to set up its
energy monitoring platforms on three buildings,
while launching an action plan in this area for the rest
of the holdings.
Property Development also completed an in-depth
survey of energy consumption for its current projects in
order to launch a progress plan in future programmes.

2
Reduce the carbon
footprint

Pursuant to Decision 406/2009/EC of the European


Parliament and Council (a14% reduction for France
in 2020 based on 2005) :
reduce the GHS emission of the Proper t y
Investment Division by 12% between 2011 and
2014, target a reduction of 30% for 2020;

In 2012, at the mid-point in the commitment period to


reduce GHS emissions (2011-2014), Icade confirmed
its objectives and worked to conduct a more precise
assessment than previously attained, particularly for
the scope of commercial property assets.
An assessment is also being conducted for all
development operations in the Service Order stage,
on the basis of seven types of construction.

calculate the carbon footprint of all development


operations.

3
Standardize
certifications

Certify the new assets of the Property Investment


division: 100% under HQE certification, 50% under
double HQE/BREEAM certification.
In 2012, establish a model profile of the Sustainable
Development Passport.
In 2012, initiate two HQE Development certifications.

The certification commitments were met in 2012;


one of the two Development HQE certifications
ranked this year with four other winners.

4
Improve the
performance
of the existing
commercial
property assets

Design an optimized 2012-2020 multi-year schedule


of works to be conducted on the commercial assets
of the Property Investment division in compliance
with the work of the Grenelle Building Plan on
energy renovation in commercial properties.

A detailed technical mapping of commercial assets was


completed at the end of the first half of 2012. Icades
objective is to be ready to react as soon as the decree
on the renovation of existing inventory is published.
Without a specific framework owing to
postponement of the decree, announced in late 2011,
multi-year planning has itself been postponed, which
did not prevent Property Investment from actively
continuing its policy to renovate the inventory.

5
Develop green
neighbourhoods

Develop significant projects over 20 green


neighbourhoods in 2012.
Create inter-project synergies in order to capitalize
on experience.
Strengthen the offer on social diversity, giving
priority to inter-generational programmes, in the
Icade green neighbourhoods.

A mapping of Icades holdings in green neighbourhoods


was completed in order to improve internal synergies.
Special effort was made in 2012 on the Closbilles
green neighbourhood in Cergy-Pontoise where social
and generational diversity is the centrepiece of the
project.

ICADE 2012 FINANCIAL AND LEGAL REPORT 233

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2011 Report

2012 Report

Objectives targeted and measures scheduled

2013 achievements and objectives

6
Encourage
mobility

Revitalize the Enterprise Moving Plan (Plan de


Dplacement dEntreprise-PDE) of the corporate
offices at the Millnaire in Paris (19).
Map the different transport modes on all new
projects.
Place the building-transport relationship as a
very sensitive criterion for the assets of the
Property Investment division and the Development
properties.

Because of several external factors related to


the rapid growth of the territory, the Icade PDIE
(Plan Dplacement Inter Etablissements or interestablishment moving plan) has entered a new phase.
After updating the diagnostic and design phase in
progress for a web-based information platform, the
Icade PDIE is being reconciled with that of other
Plaine Commune companies.
The building-transport relationship is now a criterion
that is systematically studied both for Property
Investment and Property Development.

7
Improve air quality
management

In 2012, define relevant operational indicators for


air quality in collaboration with the laboratories
and conduct a first test of the efficiency of these
indicators.
In 2012, set up Life Cycle Assessments (LCA) on
4projects.

Detailed air quality measurements are taken every


six months from the main assets of the investment
division for its business properties.
An experiment in collaboration with the CSTB (Centre
Scientifique et Technique du Btiment or centre for
scientific and technical building studies) air quality
observatory is in progress with one of Icades clients,
adding user perception to the technical air quality
indicators.

8
Structure green
value

In 2012, establish an operational grid to analyse


Sustainable Development performance applicable to
commercial property assets.
Test the effectiveness of this grid in the context of
building rehabilitations, asset acquisitions and halfyearly expert appraisals.

An exhaustive mapping of the sustainable


performance of the investment properties was
conducted using a detailed study by type of asset,
forming a basis for establishing this grid. Future
renovations or acquisitions will profit from the
performance classification.

9
Live better at work

Raise employee awareness of gender equality in


2012, particularly through the preparation of an
internal agreement.
Develop stress prevention for managers.

Work has been initiated with an EC expert to identify


improvement measures for gender equality that
should soon result in an agreement.
An agreement on the prevention of psycho-social
risks was signed on 10 September 2012.

10
Increase green
gestures

In 2012, continue to increase employee awareness,


reduce the printing of brochures by 2/3 to move
to electronic format, reinforce the use of sheltered
workshops and draft a guide of good practices for
responsible purchasing.

A major effort was made in 2012 to reduce brochurerelated printing. There is now a single contract for all
printing related to Icades communications and the
number of business brochures was reduced from
25to 7.

11
Expand
environmental
annexes

Organise a green lease process pursuant to Decree


2011-2058 of 30/12/2011, plan the amendments
necessary by July 2013 and organize an ambitious
tenant awareness policy.

A working group led by the DARDD (Audit, Risk


Management and Sustainable Development
Department) was formed to achieve the objectives,
which to date have been completely met.
A position has been created in Property Investment
to monitor environmental data in the broad sense
and manage the establishment and monitoring of
green leases.

12
Mobilise buyers
and tenants

In 2012, design user rules for green buildings for


tenants of the Property Investment division and
the buyers of the commercial properties from
Development. Increase the awareness of clinic
operators through the completion of expert energy
performance appraisals. Complete the brochure
for housing buyers, insisting on daily sustainable
development.

These objectives were achieved.

234 ICADE 2012 FINANCIAL AND LEGAL REPORT

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20.3. Detailed Programme

The programme is continually evolving:

Associated with these 12 commitments is a suite of operational


measures led by the various Icade divisions, (Investment,
Development, Services, Support Functions, etc.). There were
68 measures as of 1 January 2012, and 63 as of 1 January 2013.
Each of the four themes and each of the four divisions is evaluated
twice a year, in March and September.
The progress for each measure is rated at each review, and the
rating is validated by the operational teams on a seven-level scale:
Status

Rating

Action not begun

Action in start-up phase, objectives being defined

Action underway, objectives set

Action underway and timeline set

Action completed

Action completed, results disseminated

Action repeated on a regular basis

progress on the actions on a scale of 1 to 7;

initiation of new actions;

completion of actions:

abandonment: no interest for Icade to continue,

closure: the objective pursued has been achieved (level 6),

renewal of the action through integration into operations


processes (level 7).

When a finding of action completed (abandonment, closure or


renewal) is made during a quarterly review, the corresponding
action is removed from the list of actions to be reviewed at the
end of the next six months, but the record is of course retained.
Actions that are rated every quarter are called live actions.
The changes in the action programme between the first and
second halves of 2012 are shown in the form of bar graphs:

March 2012

September 2012

68 current actions analysed by rating level

63 live actions (68 initial 6 recurring + 1 new) analysed by rating level

4
(6%)

1
(2%)

20
(29%)

15
(24%)

14
(21%)

8
(13%)
27
(43%)

15
(22%)
2
(3%)

5
(7%)

1
(2%)

4
(6%)
6
(9%)
0

9
(14%)

10

15

Level 1

Level 2

Level 3

Level 5

Level 6

Level 7

20
Level 4

10

15

20

Level 1

Level 2

Level 3

Level 5

Level 6

Level 7

25

30
Level 4

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A comparison of the two profiles established six months apart


shows good general changes in the 68 initial actions:

in March 2012, 35% of the actions were not started or well


defined. In September, there were now only 26% in this
situation;

in March 2012, 30 actions were rated between 4 and 7


(started with minimum objectives set), 39 were in this
position in September 2012, an increase of 30%;

in March 2012, 15 actions were either completed and/or


recurring; 18 actions had this status in September 2012,
taking into account the 6 actions removed from the list,
giving an increase of 20%.

the majority of the actions are close to completion, and


that it is necessary to decide if new actions are required. In
contrast, a low maturity index means that significant work
remains to be done to achieve results;

Dynamic Indicator (DI): the speed of change or commitment


dynamic is measured in relation to the preceding evaluation,
by dividing the number of levels by which the actions have
increased by the number of actions in question. This gives an
average points gained for the group of actions in question.
If the speed is 1, each action has increased 1 level on average.

20.4. Indicators and procedures to monitor actions

Of course, these methods for reading the progress of the


programme (by commitment, by team) are intended for information
only and not for comparison purposes given the differences in
size, challenge and difficulty of the commitments evaluated.

The live actions are grouped by commitment. Each commitment is


subject to a double evaluation: by maturity and by speed of change:

Beginning in March 2013, a third index representing the number


of actions completed will be added to this analysis.

Maturity Indicator (MI): the maturity of a commitment is


represented by the average of the status levels of the actions
comprising the commitment. A high average means that

These two indicatorsMaturity (MI) and Dynamic (DI) are


calculated for each of the 12 commitments of the programme,
and then for each of the four divisions concerned.

Consolidations of the commitment evaluations monitor the actions by theme:


MI

DI

Energy and carbon

4.42

0.79

Sustainable building and city

3.48

0.53

Company mobilized

3.60

1.00

Stakeholders

3.60

0.80

20.4.1. Energy and Carbon theme

MI : 4.42

DI : 0.79

This theme advanced strongly during this six month period.


Over 80% of the actions are between the started and recurring
stages; only three of the 19 active actions (16%) have not yet
been completely defined.

Finally, concrete and visible actions on corporate issues have


advanced well (IT and vehicles).
The issues related to carbon, particularly actions designed to
make controlled reductions of CO2 emissions, and progress in
studies and actions on the LCA constitute most of the progress
to be planned during the upcoming months.
20.4.2. The Sustainable Building and City theme

This is also the theme with the strongest maturity index, and a
very strong dynamic index (80% of the actions have increased
one level).
Several significant actions to achieve a greater understanding of
energy and carbon mapping and of the concrete measures with
regard to energy metering, both for Property Investment and
Property Development, illustrate this result: this initial assessment
will now allow us to set up controlled action plans.
In addition, the progress of several actionswhich are, however,
currently under active study with Servicesis still barely visible
at rating level; the rate of progress depends on the aims of the
principals.

236 ICADE 2012 FINANCIAL AND LEGAL REPORT

MI : 3.48

DI : 0.53

The theme appears to be the lowest rated of the four themes,


both in maturity (MI) and dynamic indicators (DI).
There are several explanations for this situation:

certain actions on this theme are long-term by nature,


and cannot advance very quickly, particularly for actions
on air quality (a field of knowledge in the process of being
acquired);

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actions relating to the Parc des portes de Paris are deferred


to be in phase with the changes in this property, currently
being defined (actions 28 and 2);

the renovation works plan for existing commercial


properties, having reached a sufficient phase of maturity
at the end of the first half of 2012, remains unchanged as
it has been suspended pending publication of a future
decree dealing with this issue;

20.4.4. Stakeholders theme

MI : 3.60

certain actions will be visible only at the end of the year, as


the results of the initial objectives can be observed only in
the next report in March 2013.

Two actions have progressed well:

DI : 0.80

This theme cover actions related to clients and partners and show
mixed results. The first commitment, relating to green leases
(environmental annexes) shows a very good general rating, which is
essentially due to a rating closely connected to the drafting of the
actions (this is the best dynamic indicator of all the commitments).
But a detailed analysis can be summarized as follows:

action 59 concerning the structuring of the green lease


process of Icade rose three points over the period; the
approaching application of the relevant decree (July 2013)
demanded this work;

one is the mapping of the housing performance profile by


region, which is a good starting point to define a progress
plan;

the other is an operational action on better control of the gas


flows in housing properties. This issue is of great importance,
being a very sensitive one in the new BBC buildings.

the effective establishment of these annexes during the


first half of 2013 (action 60), currently with a 4 rating, merits
a very steady effort to reach level 5 within the regulatory
deadlines.

For the Enterprise Moving Plan cited in the objectives of the


first-half report, progress is not visible in the rating, primarily
owing to the absence of consolidated reporting. On the other
hand, the mobility platform has again entered an active design
phase, which should rapidly move this action forward.

The Client Awareness commitment did not really get launched


during the period. The maturity of these actions, representing
14% of the total volume of actions, is low (which reflects ambitious
objectives in an area where we must gain further expertise).
Despite this fact, the dynamic remains very slow.

20.4.3. The Mobilized Enterprise theme

Since the good behaviour of users is one of the keys to the results
of the performance measured for buildings in operation, this client
awareness component deserves to make progress.

MI : 3.60

DI : 1.00
20.5. Highlights in 2012

This theme has the lowest maturity indicators; the original actions
were primarily in the start-up phase. On the other hand, it has the
strongest dynamic indicator, a sign of strong progress.
More than 80% of the actions of this theme are related to support
functions, with only one action for each of the other BUs.

6 January: certification, renovation and energy: delivery


of building 028 - le Beauvaisis, the first Paris commercial
property to have received the BBC Renovation. label and
been HQE certified (Certivea passport: Exceptional).

22 May: the Tour Maine-Montparnasse Complex becomes


a partner of the national Bees: environmental guards
programme and opens a Hive on the Esplanade Jean Tossan
- Icade Property Management is the managing agent for
the property complex.

17 to 21 September: Icade actively participates in Green


Building Week by organizing several events, both in Paris
and the regions. The goal of this international week is to
raise public awareness about sustainable development in
the building sector.

6 October: Icade earns the f irst international HQE


certification for the Icade Premier Haus 1 building
constructed in Munich, with the HQE Exceptional passport
issued by Certiva.

15 November: Icade Logement earns HQE Fittings


certification for the Closbilles park in Cergy-Pontoise.
Icade is once again one of the first beneficiaries of a new
environmental certification for subsequent large-scale
rollout.

15 November: TourFIRST is certified LEED Gold NC, the first


in France in its category. It recognizes the restructuring
work of Tour First at the La Dfense business centre.

The actions that have made the most progress cover social and/
or societal measures, such as measures for seniors or dealing
with sheltered employment.
The relative weakness of the maturity indicator can essentially be
explained by the recent start-up of two actions; the very strong
dynamic indicator for this same commitment demonstrates a
rapid change in results.
The actions that merit greater attention during the next half are
essentially related to the economy:

process to obtain Energy Savings Certificates (CEE);

work on green value (both for the expert appraisals of the


assets and for acquisitions);

SRI Charter in asset/investor relations.

ICADE 2012 FINANCIAL AND LEGAL REPORT 237

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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20 November: Icade earns HQE Operating certification


for its corporate headquarters at Millnaire 2 in Paris.
This certification involves monitoring and improving the
buildings environmental performance.

10 December: the Lumine & Sens building in Bordeaux


is audited for HQE Operation cer tif ication. The
certification is obtained in early January 2013. Icade Property

Management in Bordeaux worked on this building within


the framework of its technical mandate delegated by the
buildings owner, La Franaise AM.

In 2012, Icade Development won six Pyramid awards, five


silver and one gold, in a competition organized by the
Fdration des Promoteurs Immobiliers (FPI) of France,
intended to promote quality, expertise and innovation
in the construction of property programmes of all types:

Saint-Orens Les Muriers

Regional Grand Prize Aesthetic Award

Nice Bel Canto

Aesthetic Award

Aix-en-Provence Anahita

General Public Award

Dijon Jardins des Capucines

Aesthetic Award GRDF Prize

Strasbourg Les Docks

Regional Grand Prize Innovation Prize (gold pyramid)

Lille Madeleine 250

Prize for Corporate Property

December 2012: Icade Property Investment finalizes the


environmental mapping (energy, carbon, water and waste)
of its significant office holdings. This work, based on real
consumption data, is the essential starting point for the
implementation of the sustainable development actions of
Property Investment on its holdings (green lease, energy
renovation on the existing holdings, etc.).

31 December 2012: The fleet of electric shuttles established


to serve the Parc du Millnaire, breaks a traffic record with
over one million passengers using the transport system in
one year.

Icade Property Development has always focused on being a leader


and, for 2013, has positioned two operations ready to be labelled
Biosourced Building (Order of 19 December 2012), intended to
promote local subsidiaries supplying renewable materials, such
as wood or straw).
In the same spirit, over the last two years Icade Property
Development has established an observatory of construction
methods and types of energy used for heating and sanitary hot
water in order to obtain practical information and to make its
teams aware of the best technical solutions from the standpoint
of energy consumption and greenhouse gas emissions.
After raising awareness among its technical agents in 2011,
Icade Property Development developed two training modules
on interior air quality (QAI) and the life cycle assessment (LCA)
for all its operational staff. These modules are being deployed
in 2013 and 2014.

238 ICADE 2012 FINANCIAL AND LEGAL REPORT

The birth of BIHOME or shared housing in 2012. This is the technical


option to combine or separate two adjacent apartments to expand
or reduce the housing space. This new concept, created by Icade
Development, offers the advantage of providing a response to one
of the pillars of Sustainable Development - the societal aspect by encouraging social and intergenerational mixing. In fact, with
the rise in co-leasing, geographic mobility, modern families and
intergenerational cohabitation, the various ways to live in a housing
unit are increasing. But the same requirement still remains: to
preserve independence. The BIHOME concept is completely
in line with new urban living modes, and offers an effective and
permanent solution for the youngest to the oldest, for families to
telecommuters. It definitively enables co-residency in the same
housing unit or in two separate, but neighbouring apartments,
for a senior and a student, a first-time buyer or first-time tenant,
parents with a child, co-tenants, parents with an au pair, a family
with a dependent person, or offers the possibility of separating
a living space and a working space for a telecommuter.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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In regard to real-estate engineering, Icade is expanding its


expertise in sustainable construction as well as its consulting
work and project management assistance. In construction, it
provides technical consulting and assistance in HQE project
management, offering major sustainable development expertise,
not only to Icades own projects but also for other clients. In
renovation and environmental studies, the Company offers
services tailored to the challenges of sustainable real estate:
HQE Operating certification, energy saving certificates,
energy and carbon footprints, PPE Environmental Progress
Plans, project management assistance (AMOE (1) and AMO (2))
for Habitat & Environmental Assets renovation, environmental
studies and diagnostics.
When constructing public facilities, Icade already takes
environmental and social issues into account for most of the
projects for which it is responsible, such as high schools, hospitals
and social housing. Because of its Commercial NF certification in
the HQE process, Icade Public Health Development must offer this
certification to public operators, as a guarantee of environmental
expertise and quality.

An important event in 2012 was the delivery - on time and in


strict respect for the budget - of La Cit Sanitaire de SaintNazaire (93,000 m2 work surface) with high-performance energy
properties: bioclimatic architecture, production of 80% of the
energy with renewable energy sources (wood heating, solar
panels), 20% greater building insulation over the standard.
Icade Project Development is developing major projects with strong
environmental properties (sustainable development charters), such
as the reconversion of the Mc Donalds warehouses in Paris and
the development of the ZAC (Zone DAmnagement Concert or
Integrated Development Zone_ of Plessis-Botanique in La Riche.
After an initial successful experiment which led to HQE Development
certification, one of the first major operations to be certified HQE
Development is the Les Closbilles operation which Icade Promotion
is developing in Cergy-Pontoise. This programme represents both
demanding environmental requirements (HQE certifications and
Effinergie+ labels) and social requirements, by stipulating social
and intergenerational diversity.

ICADE 2012 FINANCIAL AND LEGAL REPORT 239

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
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20.6. Certifications
20.6.1. Certifications of Icade property holdings

Status
Certified

Number

Assets

Location

Leasable
useful area

Certification
(Reference)

Aubervilliers

8,853 m2

HQE (Offices)

RT 2000

HQE (Offices)

RT 2000

Label

Regulation

2005

Building 270

2006

Millnaire 1

Paris 19th

29,708 m2

2008

Millnaire 2

Paris 19

th

28,412 m

HQE (Offices)

RT 2000

2009

Link

Paris 15th

10,651 m2

HQE (Offices)

RT 2005

2009

Building 521

Aubervilliers

18,115 m2

HQE (Offices)

RT 2000

Boulogne

13,856 m

HQE (Offices)

RT 2005

2010

La Factory

2010

VJ2 Loire (lot 3)

Villejuif

19,717 m2

HQE (Offices)

THPE

RT 2005

2010

VJ3 Rhne (lot 4)

Villejuif

8,007 m2

HQE (Offices)

THPE

RT 2005

Villejuif

20,652 m

HQE (Offices)

THPE

RT 2005

Aubervilliers

17,404 m2

HQE (Offices)

THPE

RT 2005

Rueil-Malmaison

21,730 m2

BREEAM

RT 2005

Aubervilliers

55,268 m2

HQE (Stores)

RT 2005

Villejuif

9,968 m

HQE (Bureaux)

THPE

RT 2005

Paris 19th

12,003 m2

HQE (Offices)

BBC Renov

RT 2005

2011

VJ4 Garonne (lot 6)

2011

Millnaire 5&6(*)

2010

H2O

2011

Le Millnaire
Shopping Centre

2012

VJ5 Rhin (lot 1)

2012

Building 028

274,344 m2

Subttotal certified
In progress
2015

Millnaire 3

Paris 19th

30,680 m2

HQE /BREEAM

BBC

RT2005

2013

Tour EQHO

La Dfense

79,214 m2

HQE (Offices)

BBC Renov

RT 2005

Sub--total in progress
Projects

2015

lot E

2016

Millnaire 4

2016

Veolia

Proje
ect su
ubtotal

109,894 m
Saint-Denis

30,000 m2

HQE (Bureaux)

BBC2005

RT2012

Paris 19th

24,775 m2

HQE (Bureaux)

BBC2005

RT2012

Aubervilliers

45,065 m

99,840 m2

(*) Millnaire 5&6 and Le Millnaire retail centre: Icades ownership of these buildings is 50%.

240

ICADE 2012 FINANCIAL AND LEGAL REPORT

HQE /BREEAM

RT2012

Construction

Eco-management

Assets

1 Environment

2 Materials

3 Project

4 Energy

5 Water

6 Waste

7 Maintenance

8 Hygrotherm.

9 Acoustics

10 Visual

11 Odor

12 Spaces

13 Air

14 Water

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
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Comfort

Health

Total points/
Min requred

Building 270

32/24

Millnaire 1

26/24

Millnaire 2

26/24

Link

27/24

Building 521

30/24

La Factory

26/24

VJ2 Loire (lot 3)

30/24

VJ3 Rhne (Bldg 4)

27/24

VJ4 Garonne (Bldg 6)

33/24

Millnaire 5&6(*)

31/24

Le Millnaire
Shopping Centre

29/24

VJ5 Rhin (lot 1)

28/24

Building 028

37/24

H2O

381/312

Millnaire 3

34/24

Tour EQHO

29/24
63/48

+22%
%

+31%
%

lot E
Millnaire 4
Veolia

Average 1
Good 2
Very good 3

ICADE 2012 FINANCIAL AND LEGAL REPORT 241

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Below are the projects for office building areas (excluding stores)
certified over the period 2012-2016, identified as at 31 December 2012:
in m2
500,000

428,810
358,970

400,000
300,000

298,290

298,290

2013

2014

219,076

200,000
100,000
0
2012

2015

2016

20.6.2. Icade Development certifications


Within its property development business, Icade underscores
its environmental performance by obtaining certification for its
products and services. Thus, in 2012 Icade Property Development
confirmed its environmental certifications NF Housing HQE
Process and NF Commercial HQE Process by successfully
completing its follow-up audit.
In commercial property development, Icade completes all its
offices under HQE and seeks dual environmental certification
for most of its programmes, by seeking BREEAM certification in
addition to HQE certification. Thus, the Urbagreen operations

(18,950 m2 net floor area) in Joinville and Le Garance (30,000 m2


gross area) in Paris (20) hold double certifications. Millnaire
3 (34,000 m2 net floor area) at the Parc du Millnaire in Paris
(19) for which studies were launched in 2012 will also be both
HQE and BREEAM certified. It should be noted that the energy
performance of the Pushed Slab building (18,000 m2 net floor area)
in Paris (13), which will have an energy consumption of 50 kWhep/m2
net floor area/year, over 20% lower than the commercial BBC
requirements. The first building of the Paris Renovation BBC
commercial building, the Beauvaisis (13,000 m2 net floor area)
was delivered in 2012. This year will also be the year when the
studies for the Veolia Environnement head office (50,000 m2 net
floor area) will be launched, with very ambitious environmental
requirements on the part of the client, and for which Icade will
implement all its expertise to achieve. The regions are not far
behind, and in 2012 launched some major projects, including the
Viviani (4,000 m2 net floor area) in Nantes and Le 250 (4,500 m2
net floorarea) in Lille, both covered by the HQE process and
the BBC label.
In housing development, for more than t wo years Icade
Development has been implementing a voluntar y process
for all its production under the BBC label in order to control
this performance level before it becomes mandatory for all
buildings in 2013: all building permits filed since the end of 2010
are at least BBC level.
At the annual Congress of the Federation of Real Estate Developers,
Icade Housing Development was awarded a trophy for the
100,000 th NF certified housing unit produced in France for an
Icade Development project in Metz.

Mapping of product certications for the housing business (Service Orders 2011/2012)
2011
Type

242

OS

ICADE 2012 FINANCIAL AND LEGAL REPORT

2012
%

Number of
housing units

Qualitel

236

47

H&E

852

19

1,158

28

1,378

33

NF HQE Housing

164

353

No certification

3,178

72

1,182

29

Total launcched

4,430

100%
%

4,118

100%

NF Housing

Housing units

Number of
housing units

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Proportion of Service Order 2011 product


certications in number of housing units

Proportion of Service Order 2012 product


certications in number of housing units

H&E

Qualitel

H&E

Qualitel

19%

5%

28%

1%
No
FHUWLFDWLRQ

1)+4(+RXVLQJ

29%

4%
NF +RXVLQJ

NF HQE Housing

0%

9%
1RFHUWLFDWLRQ

NF Housing

72%

33%

In 2012, the number of housing operations that received certification increased by more than 250% compared with 2011. This is proof
of Icades commitment to the certification of its products.

Mapping of product certications for commercial property business (SO 2011/2012)


2011

2012

m net
floor area

m net
floor area

NF HQE Commercial Property

39,539

50

89,968

58

NF HQE Commercial + BREEAM

28,942

36

48,950

32

No certification

11,410

14

15,364

10

To
otal launched

79,891

100%
%

154,282

10
00%

NF Commercial Property HQE

NF Commercial Property HQE + BREEAM

No certification

34,923

100

40,535

100

To
otal launched

34,923

100%
%

40,535

10
00%

Type

Offices

Other
(nursing homes, hospitals)

SO

SO

Proportion in m2 net _oor area of SO 2011 o}ce


certications

Proportion in m2 net _oor area of SO 2012 o}ce


certications

NF Commercial
Property HQE
+ BREEAM

NF Commercial
Property HQE
+ BREEAM

36%

NF HQE
Commercial
Property

32%

50%

NF HQE
Commercial
Property
58%

1RFHUWLFDWLRQ

1RFHUWLFDWLRQ

14%

10%

ICADE 2012 FINANCIAL AND LEGAL REPORT 243

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

In 2012, with the doubling of areas under Service Orders, Icade Development confirmed its commitment to the certification of its offices.
Below is a summary of the certification profiles of all operations combined in Development, for the Service Orders launched in 2012:

Performance prole of the NF Housing HQE operations launched in 2012


18 operations

Green construction

Green management

Comfort

Health

Very good

17%

22%

100%

22%

17%

17%

28%

6%

0%

6%

6%

56%

11%

17%

Good

83%

33%

0%

78%

72%

78%

0%

72%

17%

39%

0%

22%

33%

61%

0%

45%

0%

0%

11%

5%

72%

22%

83%

55%

94%

22%

56%

22%

Fair

Target Target Target Target Target Target Target Target Target Target Target Target Target Target
1
2
3
4
5
6
7
8
9
10
11
12
13
14
C4. Energy management
C1. the relationship of
C5. Water management
the building with its
environment; C6. management of waste from
the activity
C2. Integrated choice
of construction C7. Management of service and
maintenance
products, systems and
processes
C3. Low nuisance
projects

C8. Hygrothermal comfort C12. Sanitary quality of


spaces
C9. Acoustical comfort
C13. Sanitary air
C10. Visual comfort
quality
C11. Olfactory comfort
C14. Sanitary water
quality

Performance prole of NF HQE Commercial Buildings launched in 2012


Eight operations

These eight operations will be awarded a Passport from Certiva (the certifying agency), which is a summary document that simply
expresses the green value of the building.
This represents five HQE Excellent passports and three HQE Very Good passports.

Green-construction

Green management

Comfort

Health

Very good

88%

13%

100%

88%

50%

38%

88%

50%

0%

0%

0%

0%

25%

0%

Good

12%

12%

0%

12%

50%

50%

12%

50%

37%

50%

88%

25%

75%

25%

0%

75%

0%

0%

0%

12%

0%

0%

63%

50%

12%

75%

0%

75%

Fair

Target Target Target Target Target Target Target Target Target Target Target Target Target Target
1
2
3
4
5
6
7
8
9
10
11
12
13
14
C4. Energy management
C1. the relationship of
C5. Water management
the building with its
environment; C6. management of waste from
the activity
C2. Integrated choice
of construction C7. Management of service and
maintenance
products, systems and
processes
C3. Low nuisance
projects

244

ICADE 2012 FINANCIAL AND LEGAL REPORT

C8. Hygrothermal comfort C12. Sanitary quality of


spaces
C9. Acoustical comfort
C13. Sanitary air
C10. Visual comfort
quality
C11. Olfactory comfort
C14. Sanitary water
quality

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Icade Property Development environmental labels in 2012

Mapping of the housing production energy labels (deliveries and Service Orders 2011/2012)
2011
Number of
housing units

Number of
housing units

BBC Effinergie

315

1,046

20

THPE 2005

154

949

19

HPE 2005

765

22

835

16

RT 2005

2,317

65

2,292

45

Total deliverred

3,551

100%

5,122

10
00%

BBC Effinergie

3,088

70

4,047

98

THPE 2005

532

12

HPE 2005

343

RT 2005

467

11

71

4,430

100%

4,118

10
00%

Type

Delivered

Housing units

SO

Total launch
hed

Proportion of SO 2011 housing energy labels in


number of housing units
THPE 2005
12%

2012

Proportion of SO 2012 housing energy labels in


number of housing units

HPE 2005
8%

RT 2005

RT 2005

2%

10%

%%&(QHUJLH
70%

%%&(QHUJLH
98%

The strategy adopted in 2010 to produce only BBC housing


programmes was fully met in 2012, with one exception on a
programme located in an historical protected area. This unlabelled
operation will however offer an energy performance close to the
labelling standard.

ICADE 2012 FINANCIAL AND LEGAL REPORT 245

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Mapping of Commercial Property production energy labels (deliveries and SO 2011/2012)


2011
%

2,971

THPE 2005

39,790

37

10,839

62

RT 2005

31,782

60

6,619

38

106,774

100%
%

17,458

10
00%

63 399

100

136,332

88

THPE 2005

8,249

RT 2005

9,701

63,399

100%
%

15
54,282

10
00%

THPE 2005

39,790

37

21,818

14

RT 2005

32,231

60

130,369

86

106,774

100%
%

15
52,457

10
00%

2,602

5,812

14

THPE 2005

23,339

45

14,782

37

RT 2005

25,474

50

19,941

49

Total laun
nched

51,415

100%
%

19
94,817

10
00%

BBC Effinergie

Delivered

Total deliv
vered
BBC Effinergie

Offices

SO

Total laun
nched
BBC Effinergie

Delivered

Total deliv
vered
BBC Effinergie

Other
(nursing homes, hospitals, etc.)

SO

2012
m2 net floor
area

Type

m2 net floor
area

FOCUS ON OFFICE PRODUCTION IN 2011 AND 2012


Proportion of SO 2011 o}ce energy label in m2 net
_oor area

Proportion of SO 2012 o}ce energy label in m2 net


_oor area

Representing three operations

Representing 12 operations

THPE 2005
5%
RT 2005
6%

%%&(QHUJLH

%%&(QHUJLH

100%

89%

In 2012, the number of operations earning the BBC Effinergie


label increased threefold over 2011.

246

ICADE 2012 FINANCIAL AND LEGAL REPORT

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

21. Employee training and information programmes


on environmental protection

21.2. Training programmes


21.2.1. Calculated indicators

21.1. Strategy
The implementation of a new Sustainable Development strategy,
initiated in late 2011, included studies, then training initiatives,
which is one of the keys to the success of projects during this
new energy transition period which came about in 2012.
In 2012, the Icade Training Department continued its plan
prepared the previous year, with the assistance of the Sustainable
Development department in order to supplement this training
based on changing needs, which will be assessed by means of
an annual internal survey entitled the Sustainable Development
Barometer.

In 2012, more than 199 trainees received training related to


Sustainable Development within the framework ofthe multi-year
planning, which represented a total of 1,469 hours.
21.2.2. Conference of 2 April 2012
Heavily involved in the work of the Grenelle Environment Forum
since 2009, Icade is taking measures pursuant to the implementing
decrees, and anticipates those measures whenever possible (with
regard to environmental annexes, in particular) and promotes
them.
In this context, Icade organized a morning of conferences to
provide outside insights on four major issues. It was attended
by 200 people, Icade employees and partners in its sustainable
development programmes.

This conference, led by five strategic speakers, was held in 2 April 2012:
Introduction

Serge Grzybowski
Chairman and Chief Executive Officer of Icade and President of FGBC

The environmental annex to a Lease

Vice President of the Association of Real Estate Directors


Director of General Services,
Groupe Pierre & Vacances - Center Parcs

Renovation of existing Commercial


Properties

The President of CBRE, author of a report on the renovation of existing commercial


properties under the Grenelle Building Plan

2012 Thermal Report

Director of the Energy, Health and Environmental Department of the CSTB

CSR Reporting

A partner from the Mazars firm

Conclusion

Denis Burckel
Director of Audit, Risk Management and Sustainable Development

21.2.3. Training to supportthe Sustainable Development


programme

would make current operations likely to impact the environment


through discharges into the air, water and soil.

In 2012, Icade created an internal training module intended for


key internal Sustainable Development players, which covered the
themes of context, recent changes (regulations, certifications, etc.)
and sharing feedback from pilot projects (external and internal).
Tested in two regional departments in 2012 (Toulouse and Lyon),
general deployment of this module is scheduled in 2013, with a
target of 300 employees to be trained.

22.2. Operating Businesses, Icade Property Investment


declaration

22. Resources devoted to the prevention of environmental


risks and pollution
22.1. Corporate
The buildings occupied by Icade departments are exclusively
offices in buildings which present no intrinsic properties that

The holdings of Icade Property Investment, which are primarily


commercial properties (offices or storage warehouses for nontoxic products) consist of buildings or premises that present no
intrinsic properties that would make current operations likely
to seriously impact the environment because of discharges into
the air, water or soil. Icade Property Investment remains vigilant
about these issues, primarily through the following measures:

a systematic HQE process on its projects for new buildings;

the establishment of a watch on the conditions of the water


tables in the commercial parks located north of Paris, which
were polluted by earlier industrial activities;

ICADE 2012 FINANCIAL AND LEGAL REPORT 247

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ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

a historic and documentary study in order to specify any


potentially polluting activities which could have been
performed, and the vulnerability of the environment in
the sector being studied;

the evaluation of the quality of the underground ecosystem;

the classification of the zones based on pollution risk;

a programme of investigations on the high-risk parcels.

Icade has created and maintains a database of the equipment


forming part of the Installations classified for the protection of
the environment (ICPEs).

Since 30 December 2010 (Decree 2010-1700 of November


2010), the cold groups have been covered by category 1185
of the ICPEs (the packing of halogenated hydrocarbons).
Since the quantity of cooling fluid present in the air
conditioning lines is less than 800 litres, this equipment is
no longer classified as an ICPE.

The boilers managed by Icade have power of less than


two MW.

Icade Property Investment has eliminated the cooling


tower installations from its business parks, replacing them
with other clean technologies. It has also eliminated the
transformers with PCBs (polychlorobiphenyl) which are
ICPEs that present high risks for the environment.

Taking into account all these actions and administrative changes,


Icade no longer operates any ICPE on its business parks.
22.3. Project/Development businesses, Icade Development
declaration
Environmental certifications take into consideration the prevention
of environmental risks and pollution. The Management System
of Icade Property Development, applied to all operations and
renewed in 2012 after a follow-up audit, includes the procedure
PR-IP 06 Risk Management and the Guide to requirements for a
project with low environmental impact.
23. The amount of the provisions and guarantees for
environmental risks, provided that this information
could not cause serious damage to the Company in a
current dispute
This amount is zero for Icade and its subsidiaries.

2.2.2. Pollution and waste management


24. Measures to prevent, reduce or repair discharges into
the air, water and soil which could seriously impact the
environment
For the entirety of the activities of Icade and its subsidiaries, no
case presenting known or predictable risks for discharges into
the air, water or soil seriously affecting the environment has
been identified as of this date. The risk management measures
described in Chapter 22 are deemed to be sufficient.

248

ICADE 2012 FINANCIAL AND LEGAL REPORT

25. Measures to prevent, recycle and eliminate waste


25.1. Principles adopted for the declaration
This chapter is organized into three levels of declarations, pursuant
to the Guide to CSR Reporting: Article 25, prepared by the France
Green Building Council (FGBC):

corporate, in which the items declared are limited to the


buildings used by the Company for its own use;

activity, in which the items declared correspond to revenues;

stakeholders, which identifies the environmental impacts


beyond Icades direct responsibility in order to assess the
total performance of the buildings.

The indicators used and the calculation methods are explained


in section 25.3.1.4 below.
25.2. Corporate level declaration
25.2.1. Scope
The Corporate scope used corresponds to the office buildings
of the head office in Paris (19) and the surrounding buildings in
the Parc des portes de Paris in Aubervilliers. For the other Paris
and regional buildings (leased), this information is not available
with sufficient reliability to be published.
Therefore, the scope studied is composed of the following two lots:
PAT601 (Millnaire 1) in which 70% of the rental area is occupied
by Icade (support, development and investment departments)
and 30% by outside tenants, including the group restaurant
(RIEGroup) at 7%.
PAT265/266/267/268/269, a block of buildings in which energy
is connected by common networks, in which 40% of the rental
area is occupied by Icade (Icade Services PAT268) and a wholly
owned subsidiary (Icade ARCOBA PAT265). The remaining 60%
of the rental area is occupied by external tenants.
25.2.2. 2012 calculated data and 2011 comparison
The correspondence between references and building names
with addresses is provided in Annex 1.
The acronym PAT means that the building is in the Business
Parks (Parcs Tertiaires), and the acronym BUR means that the
building is classified as diverse.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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Env.07
2012

Env.08
2011

(in tonnes of waste)

PAT601

2012

2011

(as % of non-recyclable)

127.0

132.8

53%

45.0%

PAT265-266-267-268-269

83.1

88.0

41%

38.9%

Totals

210

221

49.3%

43.2%

Comments:
The portions of these buildings occupied by Icade and its subsidiary Icade
ARCOBA, have decreased the tonnage of waste produced between 2011
and 2012 by 5%, despite an unchanged occupancy rate.
The average percentage of non-recyclable waste increased 14.1%.
This increase is the result of the internal restructuring work at
Icade in PAT601 in 2012, which produced more all waste. For
PAT 265 to 269, the increase in the share of non-recyclable waste
is due to the fact that several tenants moved in 2012 and the
moves implied an exceptional waste production.
25.3. Operational businesses, Icade Property Investment
declarations
25.3.1. Activity levels and Stakeholders declaration
In order to establish a relevant waste control policy, Icade Property
Investment keeps a waste assessment on a significant portion of

its office holdings. On these holdings, a comprehensive approach


to the total waste produced by each building has been initiated, and
the declaration made directly concerns the sum of the Activity
and Stakeholder levels.
This assessment reveals the production levels of each building
and whether this waste is recyclable, based on selective sorting
organized at each site. Icade Property Investment thus has a
basis for the real status of waste control in these holdings and
can establish priority actions to reduce production, develop
selective sorting, and control treatment streams.
This detailed knowledge of the waste from holdings will allow
Icade to implement a realistic and measurable policy for the
coming year, based particularly on the 20 environmental annexes
(totalling 105,876 m2 of useful areas), including the waste theme,
which were entered into up to 31 December 2012 (including 17
in 2012) and on those that have yet to be entered into in the
first half of 2013.

25.3.1.1. Scope
Icades real estate assets at 31 December 2012 were as follows:
Appraisal
values
rights
included at
31/12/2012
(in m2 )

Area

% of the
total area

(in thousands
of euros)

% of total
value

Diverse Offices

401,381

15.38%

1,993,371

32.12%

Business Parks

532,396

20.40%

1,534,618

24.73%

Shopping centres

213,519

8.18%

462,433

7.45%

Health

780,327

29.91%

1,812,249

29.20%

Warehouses

561,987

21.54%

200,214

3.23%

Offices Germany

119,750

4.59%

202,796

3.27%

2,609,359

100%

6,205,680

100%

Icade assets in operation at 31/12/2012

Total

The environmental mapping carried out by Icade Property Investment in 2012 covered the communal and private portions of the
significant buildings in the Diverse Offices and Business Parks categories.
This perimeter of significant buildings represents a total of 433,801 m2 (useful area), representing 46% in area of the Diverse Offices
and Business Parks classes and 57% of the appraisal value.

ICADE 2012 FINANCIAL AND LEGAL REPORT 249

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The locations of the buildings are provided in Annexe 1.

Diverse offices (18)

Business parks (27)

BUR001

29-31-33 Champs lyses

PAT010/PAT011/PAT012

Pont de Flandre

BUR002

69 Boulevard Haussmann

PAT014

Pont de Flandre

BUR003

Morizet

PAT025

Pont de Flandre

BUR004

Camille Desmoulins

PAT026

Pont de Flandre

BUR006

Rueil-Malmaison

PAT028

Pont de Flandre

BUR009

Vj1 Seine - Ilot 5

PAT029

Pont de Flandre

BUR010

Vj2 Loire - Ilot 3

PAT032/PAT033

Pont de Flandre

BUR011

Vj3 Rhone - Ilot 4

PAT034

Pont de Flandre

BUR012

Vj4 Rhin Ilot 6

PAT601

Parc du Millnaire

BUR013

Vj5 Garonne-Tolbiac - Ilot 1

PAT602

Parc du Millnaire

BUR015

Crystal Park

PAT521

Pilier CFI

BUR017

Messine

PAT557

Pilier CFI

BUR020

Nanterre toile Parc

PAT112

Saint-Denis

BUR021

Evry Europen

PAT113

Saint-Denis

BUR022

Link Grenelle

PAT123

Saint-Denis

BUR024

La Factory Boulogne

PAT134

Saint-Denis

BUR514

Neuilly Charles De Gaulle

PAT264

Gardinoux

BUR515

Neuilly Dulud

PAT265/266/267/268/269

Gardinoux

PAT270

Gardinoux

PAT134 (6)

Saint-Denis

The scope covers the buildings listed above held by Icade


Property Investment, excluding areas assigned to corporate in
Section 25.2. These buildings have various rental situations:

multi-tenant buildings managed by Icade Proper t y


Investment with or without responsibility for tenant waste,
depending on the terms of the lease;
single tenant buildings, in which all or some of the waste
management is performed by the tenant and/or by a real
estate management third party.

250 ICADE 2012 FINANCIAL AND LEGAL REPORT

It should be noted that the waste assessment also includes, for


each of the two building categories indicated above, the hazardous
waste produced by certain tenants for which regulations require
specific sorting and elimination treatments.
On the other hand, the established form of assessment does not
include recyclable or non-recyclable waste generated during
maintenance, or total or partial renovation projects on the buildings
within the perimeter. This waste is handled by the maintenance
or renovation operators under their work contracts.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
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25.3.1.2. 2012 data and 2011 comparison


The correspondence between references and building names with addresses is provided in Annexe 1.
The acronym PAT means that the building is in the Commercial Business Parks (Parcs Tertiaires), and the acronym BUR means that
the building is classified as diverse.

Env.07
2012

Env.08
2011

(in tonnes of waste)

PAT subtotal

1,462.4

1,419.6

BUR subtotal

1,904.1

1,532.9

3,367

2,953

General total

Comments: the buildings occupied by investment tenants produced


14% more waste between 2011 and 2012. The tonnage of waste
for the Business Parks (PAT) rose 3%, while the tonnage for the
Diverse Offices rose 24.2%. These increases are primarily related
to the fact that the occupancy rate increased by an average of
5.2% in the Business Parks, and 106.9% for the Diverse Offices
(excluding BUR009, 010 and 011). The 14% decrease in waste for
PAT010-011-012 reflects the fact that in 2011 there were many
changes in this building, which produced higher tonnage.
In addition, the portion of non-recyclable waste declined 5.8% for
the Diverse Offices, which is due to the fact that selective sorting
was established in BUR002 in August 2011. The portion of recyclable
waste (paper/cardboard + glass) from BUR003 rose 32.1%. The
portion of non-recyclable waste in the Business Parks dropped
7.8%. This decrease was partially due to the implementation of
selective sorting in PAT521 in 2012.
25.3.1.3. Improvement in production and selective sorting
The improvement in production, recycling and waste elimination
in the existing buildings is achieved through several measures:

better knowledge of the flows of waste produced and


collected in the parks. Five main flows are identified: DIB
(ordinary industrial waste), Paper/Cardboard, Green waste
DIS (special industrial waste), D3E (electrical and electronic
equipment waste);

pooled collection service being developed;

constantly changing recovery rate: waste recycled at the


sorting centre (material recovery and recycling chain),
recovered in incineration (sorting refused) or recycled on
site (green waste).

The challenges and areas of study cover:

2012

2011

(as % of non-recyclables)

60.3%

64.8%

continuation of the current experiment in onboard


weighing at the business parks (reconciliation of weights
and volumes).

25.3.1.4. Methodology note


The data come from assessments made on volumes measured in
real time. The processing of this data is described in the attached
indicator sheets for the two types of data in this reporting, in
compliance with the EPRA recommendations:

EPRA BPR Indicator sheet: Env.07 Total mass of waste by


type and treatment method;

EPRA BPR Indicator sheet: Env.08 Percentage of waste


by type and treatment method;

the methodology note on indicator sheets is provided


in Annex 2.

25.4. Project/Development businesses, Icade Development


declaration
25.4.1. General information
This issue concerns the project phase of all programmes. HQE
certifications require consideration of the issue, which results in
a project organization that controls the impact of activities on
the air, water and soils.
The Guide to requirements for a low environmental impact
project stipulates recommendations for the various operators in
a real estate programmes, reflected in the work and contracting
documents, particularly on the issue of the clean project site
(See contract management agreement and Annex 2 of our Special
Conditions for works).

the expansion of selective sorting;

In 2012, the Management System of Icade Property Development


was renewed after a follow-up audit for Qualiprom certification.

improvement in material recovery;

25.4.2. Environmental certifications

measurement of the waste-related environmental


performance;

Performance profiles of our HQE operations established from


2012 Service Orders:

establishment of environmental annexes;

Icade worked for and obtained very good ratings for Target 3,
both on housing and on commercial property (see Section 20.6.2
Performance profiles above).

ICADE 2012 FINANCIAL AND LEGAL REPORT 251

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Comment: for all production, housing and commercial, the


Clean work site label is still being sought at the Ver y
Good level. In commercial properties, Very Good ratings for
targets 1, 3, 4 and 7 are in practice still being sought. In addition,
all property programmes delivered have a location dedicated to
waste sorting.
25.4.3. Exemplary nature of the waste issue in demolition
In the context of the renovation of the EQHO tower(formerly the
Descartes Tower) in its final phase, a clean work site charter
takes into account all the environmental impacts generated by
the work. The table below provides the results obtained:

Proportion of the di~erent recovery methods


possible (R+9 to R+40)

Crushing
6%

Specialised treatment
chains (treated woods,
soiled plaster,
electrical and
electronic
equipment)

Incineration
49%
5%
Reuse

Mass (kg)
for one floor

Category
Hazardous waste (DD) including brown
waste

9,100

Inert waste (DI)

7,690

Ordinary industrial waste (DIB)

5,147

Special glass and white glass

845

Metals

15,456

Clean plaster

18,944

STAFF plaster

37,227

Proportion of the di~erent waste categories resulting


from cleansing (R+9 to R+40)
Clean plaster

STAFF plaster

20%

39%
Hazardous
waste (DD)
including
brown waste
10%

Metals
16%

Inert waste (DI)


8%
Special glass and white glass

Recycling
40%

The Project Management Agent (AMO) on this project, the BET


Green Affair, performed a true educational mission with the teams
of Icade Property Development in order to identify and optimize
these different sorting chains in order to optimize recovery of
the waste from this large project.
At the same time, it also identified all the competent companies
in each of these businesses, classifying them by their respective
geographic locations and also working to minimize the carbon
impact from the transport of the waste from this demolition.
26. Consideration of sound nuisances and any other form
of pollution specific to an activity
26.1. Icade Property Investment declaration
Because of the type of its assets (offices, warehouses, and clinics
primarily), the activity of Icade Property Investment does not
involve sound nuisances or any other form of specific pollution
for its assets in operation. However, there can be sound nuisances
during construction phases.
The measures to prevent and take sound nuisances into
consideration adopted by stakeholders during the construction of
buildings are strictly framed by regulations (local and national) and
the standards for HQE certification systematically implemented
(target 3: low nuisance work site).
In addition, to the extent possible on major projects, Icade Property
Investment monitors the comfort of residents and demands an
environmental approach from its service providers (e.g.: clean
work site charter, environmental questionnaire).

Ordinary industrial waste (DIB)

1%

Recovery possible
Recycling
Reuse

6%

Mass (kg)
for one floor

37,676
216

Incineration (energy recovery)

5,093

Crushing

5,186

Specialised treatment chains (treated


woods, soiled plaster, electrical and
electronic equipment)
252

0%

ICADE 2012 FINANCIAL AND LEGAL REPORT

46,237

26.2. Icade Property Development declaration


In the construction phase of a programme, HQE certifications
require consideration of the acoustical comfort, which means
the organization of the work site to control the impact of the
activities on the air, water and soils. In concrete terms, the Guide
to requirements for a low environmental impact project stipulates
a number of recommendations for the various operators in a real
estate programme. Contract documents seal the commitments
of the contractors and work companies so that they take into
consideration environmental requirements, particularly the
clean work site (project management contract and Annex 2 of
the works Special Conditions).

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Icade has targeted and earned Very Good ratings for Target 3,
both on housing and commercial properties (see performance
profiles for the operations in Section 20.6.2.).

activity in which the items declared correspond to revenues:


for the water billed to Icade, either for the communal parts
or the private sections;

It should be noted that for all of the 2012 production, both


commercial and residential, Target 3 Low nuisance work site
has always been sought and achieved with a rating of Very Good.

stakeholders, which identifies the environmental impacts


beyond Icades direct responsibility. The stakeholders data
from the accounts of companies or operators in real estate
other than Icade: essentially for the property investment
business, the operating data related to the private costs
incurred by the tenants; and for the development business,
the consumption for the buildings built.

As an experiment, we assigned our HQE Project Manager on the


EQHO tower to perform a very precise control of the impacts
of sound nuisances on this very large project in a dense urban
area. The requirements summarized below submitted to the
project manager and the companies were then checked weekly
by our acoustical BET (Bureau dEtudes Techniques or technical
studies office):
Business days:

between 8 am and 7 pm: Emergence less than 5 dB(A)(1) ;

between 7 pm and 8 am: Emergence less than 3 dB(A).

27.1.2. Calculation assumptions, references and methods


For the corporate level declarations and the operational
businesses, see the methodology note in section 27.3.6. below.
For the project/development businesses:

no activit y level declaration is made as the water


consumption of this level essentially represents the
purchases related to development construction contracts
for which the 2012 data is not available;

the s takeholder level declaration, covering the


consumption related to the use of the buildings by the
occupants which cannot be identified at the Service Order
stage, remains qualitative.

Weekend : Arrangements to be defined depending on the type


of noise generated.
Noise peaks reaching high values (threshold values defined by
the Acoustical BET established in a contract protocol validated
by all operators) will be tolerated provided they are planned
and justified. If they are exceeded, the company must keep the
Contractor and the HQE management agent informed.
These events will be recorded on event sheets, as part of the
low nuisance project communications to residents. These event
sheets must be posted at the entrance to the work site (sidewalk
on avenue Gambetta). This display is the responsibility of the
company responsible for cleansing and must always be approved
by the contracting authority and/or the general contractor.
A an initial report will be prepared by the green man and the
Project Owner or by the Acoustical BET in the absence of site
noise and will be used as reference level for the rest of the project.
For the operational phase, the NF HQE certifications require
the designing of all programmes so that they offer a better
performance than that required by regulations.

2.2.3. Sustainable use of resources


27. Water consumption and supply based on local
requirements

27.2. Corporate level declaration


27.2.1. Scope
The declaration is limited to the buildings in which the quantity
and structure of water consumption are controlled, the head
office in Paris (19) and the adjoining offices in the Parc des portes
de Paris in Aubervilliers:

PAT601 (Millnaire 1), Head Office: in which 70% of the


rental area is occupied by Icade (management, support,
Development and Investment) and 30% by outside tenants,
including the RIE group (7%);

PAT265/266/267/268/269 : a block of buildings in which


energy is connected by common networks, in which 40%
of the rental area is occupied by Icade (Icade Services
PAT268) and a wholly owned subsidiary (Icade ARCOBA
PAT265). The remaining 60% of the rental area is occupied
by external tenants.

27.1. Principles used for the declaration


27.1.1. FGBC reference
This chapter is organized into three levels of declarations, pursuant
to the Guide to CSR Reporting: Article 225, prepared by the
France Green Building Council (FGBC):

corporate, in which the items declared are limited to the


buildings used by the Company for its own use;

(1) Emergence is dened by the Order of 23 January 1997 as the dierence between the A weighted equivalent continuous pressure levels of the ambient noise
(work site in operation) and the residual noise (in the absence of noise generated by the project site).

ICADE 2012 FINANCIAL AND LEGAL REPORT 253

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27.2.2. 2012 data and 2011 comparison

Env.06
2012

Env.11
2011

2012

(m3 , corrected values)

PAT601
PAT265-266-267-268-269
Totals

2012

2011

(litres/person.day)

6,920

0.2

0.3

17

20

15,517

18,176

1.8

2.1

123

144

21,449

25,096

0.9

1.0

61

72

27.3. Operational businesses, Icade Property Investment


declarations, Activity and Stakeholders levels
27.3.1. Declaration principles

This mapping identifies the consumption levels of each building


and the water distribution equipment in the building. Icade
therefore has a real and measurable basis for the water status
of its holdings, and can establish possible and priority actions
for water savings in the coming years using the environmental
annexes (green leases) to be established by mid-2013.
27.3.3. 2012 data and 2011 comparison
For the scope defined in Section 27.3.2, the calculated data are
as follows:

Water consumption covered in this chapter are declared as totals


by combining the Activity and Stakeholders levels (the communal
and private sections of the buildings)
27.3.2. Scope
The perimeter used represents the significant buildings specified
in Section 25.3.1.1 above.

The correspondence between references and building names


with their addresses is provided in Annex 1.
The acronym PAT means that the building is in the Business
Parks and the acronym BUR means that the building is classified
as diverse.

IFT-Env.06
2012

IFT-Env.11
2011

121,050

149,063

BUR subtotal

95,009

64,479

216,059

213,542

27.3.4. Comments
The 2012 declaration integrates the data from six buildings within
the scope of the report for which data was not available in 2011.
However, consumption fell by around 15% on a constant basis.
At the Parc Pont de Flandre (PAT010 to 034), the 31.4% decrease
is the result of measures implemented in 2012:

a reduction in the frequency of draining pools and the


installation of a recycling system with filtration, preventing
the entire volume drained from being discharged into the
sewers;

elimination of the vehicle washing station;

ICADE 2012 FINANCIAL AND LEGAL REPORT

2011
3

(in m , corrected values)

PAT subtotal

IFT-Env.12

2012

254

2011
(m3 /m2 .an)

5,932

Comments: The reduction in the volume (15%) and ratio of water


consumption is noticeable. The ongoing search for sources
of savings and regular and precise tracking driven by the HQE
operations certification for the head office are the drivers for
these strong results.

Totals

Env.12

(in m /m .yr)

0.5

0.6

2012

2011

(in litres/person/day)

34.7

38.9

replacement of lost water equipment with closed loop


equipment (air conditioning Artois-PAT010-011-012).

The significant drop in consumption at the Parc des Portes de Paris


(PAT112 to 270) is due to better monitoring for leaks, primarily
thanks to the leak location and evaluation software.
27.3.5. Outlook for progress
Icade Property Investment has mapped the water distribution
network of its business parks. This document provides a better
understanding of the network elements (condition of pipes, valves
and metering systems) and allows for more effective planning, as
needed, for the work to replace obsolete or defective equipment.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Water consumption in the existing buildings is being improved


by several levers:

better monitoring of potential leaks in the networks;

green gestures to increase awareness about the proper


use of flow-reducing sanitary valves and water-saving
flushing mechanisms;

new buildings or rehabilitate existing buildings are conducted by


Icade Property Development.
28.2. Project/Development businesses, Icade Property
Development declaration
Optimized use of raw materials, which directly impacts the margin
on any real estate development operation, is a permanent objective
of Icade Property Development. However, if the design of a real
estate programme necessarily includes the optimized use of
products and materials, the search for architectural and urban
quality may lead to complex building volumetrics and energy
consuming materials. The mission of the project management
teams is, inter alia, to solve this equation.

maintenance of the HQE Operations certifications at


Millnaire 2, Millnaire 1, 270 and the work to earn identical
certifications on other assets;

use of the detailed mapping of water consumption


completed in 2012 over a perimeter representing the
Property Investment activity;

positive impacts of 20 environmental annexes (17 in 2012)


signed on 31 December 2012 (105,876 m2 of useful surface
area) and the ones to come in the future;

For 2012, Icade Property Development does not have methods


or tools which will enable a quantitative assessment of the
consumption of raw materials for all production.

start of the installation of remote meter readings on the


city water and fire water networks at Parcs de Portes de
Paris, with the capability to close off and quantify network
leaks using an alert system.

However, in 2012, Icade Property Development launched a study


of Life Cycle Assessments (LCA) for buildings. This comprehensive
approach will eventually measure and facilitate construction
choices and the consumption of raw materials based on the total
associated environmental impact, from construction to demolition.

27.3.6. Methodology note

2.2.4. Sustainable use of resources


All fluid data come from bill/statements from the water suppliers.
The processing method for this data is described in the attached
indicator sheet procedures:

29. Energy consumption and measures taken to improve


energy efficiency and the use of renewable energies

EPRA BPR Indicator Sheet: Env.06 Water consumption


by source;

EPRA BPR Indicator Sheet : Env. 11 Water intensity of the


building (in m3/m2 /yr);

EPRA BPR Indicator Sheet: Env.12 Water intensity of the


building (in litres/person/day);

The indicator sheets methodology is provided in Annex 2.

corporate, in which the items declared are limited to the


buildings used by the Company for its own use;

27.4. Project/Development businesses, Icade Property


Development declaration

activity, in which the items declared correspond to revenues.


for the investment division, on its buildings held and
managed, the information for the activity level includes
all energy supplies billed to Icade, for both common or
private areas. For the developer, this is the energy billed to
Icade included in the work statements, which is impossible
to determine because of the principle of the declaration
in the SO stage;

stakeholders, which identifies the environmental impacts


beyond Icades direct responsibility. The stakeholders data
from the accounts of companies or operators in real estate
other than Icade, essentially for the investment business,
the operating data related to the private charges incurred
by tenants, and for the development business, the future
energy consumption of the completed buildings.

29.1. Principles used for the declaration


29.1.1. FGBC reference
This chapter is organized into three levels of declarations, pursuant
to the Guide to CSR Reporting: Article 225, prepared by the
France Green Building Council (FGBC):

The NF HQE certifications for all production require the use of


NF plumbing, one of the properties of which is the control of
water consumption (frother, small/large flow lever, three litre
flushing, etc.).
A national framework agreement with a manufacturer of NF
faucets is the concrete demonstration of this commitment. In
addition, certain programmes recover rain water.
The statistics for the notes in target five for all HQE certifications
(see Section 20.6.2 performance profiles above) demonstrate
sustained work in this area:
28. Consumption of raw materials and measures taken to
improve the efficiency of their use
28.1. Operations businesses, Icade Property Investment
declarations
Icade Property Investment believes therefore that the consumption
of raw materials related to its current property management
operations is not significant. In addition, the operations to build

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29.1.2. Calculation assumptions, references and methods


For the corporate level declaration and the operational
businesses, see the methodology note in Section 29.3.5. below.
For the project/development businesses:

the stakeholders level declaration, which covers


consumption related to the use of the buildings by the
occupants, which cannot be identified at the Service Order
stage, is calculated in the standardized manner pursuant
to French regulations on new buildings (RT 2005 and labels
and RT 2012).

no activity level declaration has been made as the water


consumption of this level, essentially representing the
purchases related to work contracts, and the 2012 data,
are not available;

29.2. Corporate level declaration


29.2.1. Scope
The buildings occupied by Icade employees are as follows:
Buildings located in
le-de-France

Buildings located in
the regions

PAT601 (Millnaire 1), Head Office

70% of rental area occupied by Icade (management, support functions,


development and investment) and 30% by outside tenants, including the
RIE Group (7%).

PAT265/266/267/268/269:

blocks of buildings with connected energy networks, 40% of the rental


area is occupied by Icade (Services PAT268) and a wholly owned
subsidiary (ARCOBA PAT265). The remaining 60% of the rental area is
occupied by external tenants.

Paris site, rue Auber

this leased building holds the teams of Icade Consulting, Icade Asset
Management and I Porta.

La Dfense site

this location, under lease, houses the teams of Icade PM working at la


Dfense and has transition offices that allow any Icade employee to
work periodically from his own office (a travel-reducing measure).

Outside le-de-France, Icade is established as a tenant in six regional departments, thus covering all of
metropolitan France with a total of 24 regional sites (see map below).
Icades 7 territories
North Normandy (Lille)
IIe-de-France Champagne and French overseas Territories (Paris)
Greater West (Nantes)
Greater East (Strasbourg)
Rhne-Alpes Auvergne (Lyon)
Southwest (Toulouse)
Mediterranean (Marseille)

Icade Territorial headquarters


,FDGHEUDQFKRFHV

RUNION
Saint-Denis

256

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29.2.2. 2012 data and 2011 comparison

Energy
Networks
Env.02

Electric energy
Env.01
2012

2011

2012

(in MWhpe)

PAT601

2012

2011

2012

2011

(in kWhpe/m2 .yr)

(in MWhpe)

Energy intensity
Env.10
2012

2011

(in kWhpe /person/year)

9,993

745

909

453

445

6,794

6,680

6,136

4,953

539

442

767

620

11,509

9,301

142

ND

NS

NS

NS

NS

ND

56

ND

NS

NS

NS

NS

2,700

ND

565

741

221

ND

5,534

ND

19,323

NS

801

NS

1,104

1,183

NP

NP

NP

NP

Auber
La Dfense
Regions

NS Not Signicant

2011

(in MWhpe)

Energy intensity
Env.09

10,342

PAT265-266-267-268-269

Totals

Fuel energy
Env.03

ND: Not Available

NP: Not Pertinent

Comment:
The weather conditions led to an assessment of the Unified
Degree Days (DJU) (see Section 29.3.3), which rose 17% between
2011 and 2012.
29.3. Operational businesses, Icade Property Investment
declarations
29.3.1. Activity level declaration

Icade has made energy efficiency and carbon control the core of
its sustainable development strategy, and has made a commitment
to reduce the consumption of its commercial buildings by 2% per
year between 2011 and 2014.
29.3.1.2. 2012 data and 2011 comparison
For the scope defined in Section 29.3.1.1., the calculated data
were the following:

29.3.1.1. Scope
The reporting scope used was the significant buildings specified
in 25.3.1.1 above.

Env 01
Elec. Energy
2012

Env 02
Network Energy
2011

2012

(in MWhpe)

Activities

66,904

6,344

Improvement in consumption
In the new buildings, Icade ensures that the new buildings are
energy performing:

all new buildings developed by the Investment division are


HQE certified with special attention to the energy target,
with research into HPE/THPE labels for future projects. (see
graphs and HQE summary tables attached);

double HQE/BREEAM certifications will be launched


in 2013;

2011

2012

(in MWhpe)

52,010

29.3.1.3. Measures taken to improve energy efficiency

Env 03
Fuel Energy

4,614

2011
(in MWhpe)

9,138

7,463

finally, in order to be able to manage the energy performance


of these buildings, the buildings will be equipped with meters
and sub-meters to monitor energy consumption by use.

In existing buildings, energy consumption is improved using


several methods:

installation of energy meters by use in order to manage


and measure energy saving actions: three buildings are
already equipped or being equipped at the end of 2012
(EQHO tower, Beauvaisis and 270) and 4.5 million euros
in investments is planned to equip 24 buildings by 2017;

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optimisation of energy work (e.g.: replacement of emergency


lights with LED devices);

scheduled renovation of the holdings thanks to a technical


and financial tool developed by Icade Gestec. Based on the
type, age and the equipment of an existing building, this
tool evaluates all possibilities for potential improvements
by showing the related costs and possible actions, both for
operations and for the building;

HQE Exploitation processes: 66,973 m2 certified in 2012;

the progressive establishment of environmental annexes


to tenant leases, enabling action plans to be established
for energy by building and tenant.

Environmental annexes or green leases


In 2010, Icade signed the first environmental annex in anticipation
of the regulation. As at 31 December 2012, 20 environmental
annexes (17 in 2012) have been signed, representing 105,678 m2 of

leased useful area. Tools that set specific and detailed objectives
for the green lease have been developed: a technical sheet,
power, water and waste schematics by building, assessment
sheet and action plan.
Use of renewable energies
For new buildings, obtaining HQE and BREEAM certifications
and high-performance energy labels (BBC/HPE/THPE) may
require the use of renewable energy sources.
Some of the existing buildings are supplied by a heat network
that uses renewable energy:
The correspondence between references and building names
with addresses is provided in Annex 1.
The acronym PAT means that the building is in a Business Park;
the acronym BUR means that the building is classified as diverse.

Final energy
consumption

Building code

Building name

Supplier

Primary energy
consumption

2011
(in MWH)

2012

2011

2012

(in MWH)

(in MWH)

(in MWH)

PAT029

Pont de Flandre

CPCU

718

629

718

629

PAT032/PAT033

Pont de Flandre

CPCU

870

762

870

762

PAT034

Pont de Flandre

CPCU

316

277

316

277

PAT601

Parc du Millnaire

CPCU

1,298

1,064

1,298

1,064

PAT602

Parc du Millnaire

CPCU

1,510

1,321

1,510

1,321

BUR001

31 - 33 Champs-lyses

CPCU

1,047

1,690

1,047

1,690

BUR002

69 Bd Hausmann

CPCU

885

913

885

913

BUR017

Messine

CPCU

587

740

587

740

BUR020

toile Park

ENERTHERM

1,088

1,610

1,088

1,610

BUR022

Grenelle Link

CPCU

126

99

126

99

Heat network totals

8,445

9,106

8,445

9,106

Total energy consumed for the reporting scope of 29.3.1.1.

84,975

96,632

198,737

217,541

9.9%

9.4%

4.2%

4.2%

Portion of heat networks in total energy consumed for the scope


defined in 29.3.1.1.

In addition, Icade acquired nearly 2,600 MWh in EDF green


certificates in order to increase the proportion of renewable
energy in its electricity purchases.

HQE Operation certification for Le Millnaire 2 (30,252


m2 net floor area, Paris 19) and renewal of the certification
for Building 270 (9,581 m2 net floor area, Aubervilliers) and
Le Millnaire 1 (30,330 m2 net floor area, Paris 19).

Completion of detailed mapping of energy/water/waste/


carbon consumption for a perimeter representing the
activity of Icade Property Investment.

29.3.1.4. Highlights of 2012

258

Delivery of le BeauvaisisPAT028 (13,516 m2 net floor


area, Paris 19), the first Paris commercial property to have
received the BBC Renovation. label and been HQE certified.

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Creation of a simulation tool for energy renovation of the


holdings with the engineering firm Icade Arcoba-Gestec.

The signing of 17 environmental annexes for 83,853 m2


under lease (useful areas).

29.3.2. Stakeholders level declaration


29.3.2.1. Scope

Activity. Information can be collected from stakeholders and


tenants only after a one-year gap. Consumption is, in effect, the
consumption directly billed to the tenants which they cannot
always evaluate in January of the following year and which Icade
must collect from them. As a result, for this first CSR reporting
year, only the 2011 data are published; the first comparison with
the data for 2012 can only be made in 2013. The data will be
published in the CSR report early in 2014.

The reporting scope of the buildings for which an analysis has


been done with the stakeholders is identical to the scope for the

29.3.2.2. 2011 data

Env 01
Electric Energy

Stakeholders

Env 02
Network Energy

Env 03
Fuel Energy

2011

2011

2011

(in MWhpe)

(in MWhpe)

(in MWhpe)

112,597

2,923

1,418

29.3.3. Comprehensive declaration of building impacts


In order to measure the total environmental impacts of the assets representing both the business assets and those of the stakeholders,
which is the real goal of the sustainable development real estate approach, it is relevant to publish this consolidated data.
In order to do so, and since we do not have the stakeholders data for 2012, the stakeholders consumption for 2012 has been
assumed to be equal to consumption in 2011.

IFT-Env.01
2012

2011

IFT-Env.02
2012

(in MWhpe)

2011

IFT-Env.03
2012

(in MWhpe)

2011
(in MWhpe)

PAT subtotal

81,839

9,652

3,308

3,803

6,416

6,316

BUR subtotal

97,661

84,957

5,958

3,733

3,139

2,566

179,500

164,609

9,266

7,536

9,555

8,882

Totals

IFT-Env.09
2012

2011

(en kWhpe/m2 .yr)

494

IFT-Env.10

469

2012

2011

(en kWhpe/person/year)

7,412

7,042

Comments:

The Unified Degree Days (UDD) increased 17% between 2011 and 2012, which means that the temperatures observed below
the reference temperature (generating heating needs) led to sharply higher energy consumption in 2012.
Change

Annual UDD Source Costic

2012

2011

(as a%)

Paris-Orly

2,411

2,075

+16%

Paris-Montsouris

2,185

1,831

+19%

Paris-Le-Bourget

2,365

2,013

+17%

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Heat-related energy consumption (gas and heating


networks) increased significantly between 2011 and 2012,
partially due to a fairly harsh winter in 2012 (UDD), up 17%.

The calorie consumption measures for Parc du Pont de


Flandre (PAT 010 to PAT 034 included) were down, (-12.4%),
despite ever ything, as the communal urban heating
installations for several buildings were renovated in 2012,
which included replacement of the old plate exchangers,
replacement of pumps and installation of probes. All these
changes increased the efficiency of the heat distribution;

The very strong increase (+82%) in gas consumption at


BUR003 was partially related to the return to operation
in February 2012 of the second speed on the boiler and
the heating of additional zones. Tests are currently being
conducted on the boiler in order to assess the impact of
speed 2 in relation to speed 1 on heat consumption and
distribution in the building;

The occupancy rate in BUR017 rose 29%, explaining the


increase of 26% in heat consumption, and a 9% drop in
consumption per person;

Building BUR020 suffered from heating outages in 2011, with


the installation of make-up solutions (electric convectors),
which explains the 17% decrease in power consumption
seen in 2012. The 48% increase observed in 2012 in the
consumption related to urban networks (heating + cooling)
is due to the sharp decline in heating outages and the arrival
of three new tenants at the beginning of the year. In 2012,
the work to restructure the management equipment was
launched (GTB, Gestion Technique du Btiment or technical
management of buildings).

29.3.4. Outlook for 2013

Update of the environmental mapping of holdings.

Establishment of all lease environmental annexes governed


by the Decree of 30 December 2011.

Installation of energy sub-meters by use in at least one


existing building.

Optimisation of energy management (contracts, green


gestures, operation/maintenance).

HQE Operations certification for a new asset.

Launch of new double HQE/BREEAM certified project on


new projects.

29.3.5. Methodology note

EPRA BPR: Env.02 - Total consumption of heating or cooling


networks;

EPRA BPR: Env.03 - Total consumption of fuel energy;

EPRA BPR: Env.09 - Energy intensity of the building


(in kWh pe /m2 net floor area);

EPRA BPR: Env.10 - Energy intensity of the building


(in kWh pe /person/yr).

The indicator sheets methodology note is provided in Annex 2.


29.4. Project/Development businesses, Icade Property
Development declaration
29.4.1. Stakeholders level declaration
29.4.1.1. General qualitative elements
Icade Housing Development decided in November 2010 to produce
only BBC labelled housing units. This voluntary measure, which
exceeded the regulations in force (TR 2005) very significantly
reduced energy consumption by the users of the new building
and encouraged the use of renewable energy sources (particularly
solar sanitary hot water).
Icade Commercial Property Development in 2012 delivered only
buildings with at least a minimum NF HQE certification.
29.4.1.2. Scope of the operations
Icade Property Development launched Service Orders (SO) for
79 operations in 2012 (versus 73 in 2011), all types combined,
representing nearly 500,000 m2 of net floor area (362,000 m2 net
floor area in 2011). The relevant operations all relate to building
permits prior to the installation of the Floor Surface.
29.4.1.3. Declaration of energy consumption for these
operations
The weighted average Primary Energy Consumption (CEP) is
equal to 65 kWpe /m2 net floor area/year (79 in 2011), compared
with the Max CEP required by the TR 2005 regulation (weighted
average) equal to 152 kWpe /m2 net floor area/year (155 in 2011).
29.4.1.4. Average energy consumption of the production
(SO 2011/2012)
This average is calculated on the basis of the Primary Energy
Consumption for each SO 2011 and SO 2012 operation
(217 buildings), all types combined. This is an average weighted
by the net floor area surfaces.

All fluid data come from the energy suppliers bill/statements.


The method for processing this data is described in the attached
indicator sheet procedures:

Cep
(en kWhpe / m2 net oor
area / year)

EPRA BPR: Env.01 - Total electric energy consumption;


Analysis of all operations

260

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OS 2011

OS 2012

78,75

65,39

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National Assessment of Energy Consumption


for SO 2011 operations

Comparison of weighted minimum Primary Energy


Consumption to weighted average max Primary
Energy Consumption for all regions SO 2011

Energy efficient building


= 50

kWhpe/m2 QHWRRUDUHD \HDU

51 to 90

180

78.75

91 to 150

kWhpe/m2 (net
floor area)/year

151 to 230

140

155

80
60

331 to 450

-50%

120
100

231 to 330

160

20

> 450

79

40

Non-energy efficient building

Average Max. PEC

National Assessment of Energy Consumption


for SO 2012 operations
Energy efficient building
= 50

51 to 90
91 to 150
151 to 230
231 to 330
331 to 450

Icades Average PEC

Comparison of weighted minimum Primary Energy


Consumption to weighted average max Primary
Energy Consumption for all regions SO 2012
kWhpe/m2 QHWRRUDUHD \HDU

65.39

kWhpe/m2 (net
floor area)/year

180
160
140
120

100

-57%
152

80
60

> 450

65

40

Non-energy efficient building

20
0
Average Max. PEC

Icades Average PEC

Decline of 17% in the average Primary Energy Consumption for


operations launched between 2011 and 2012.

In 2012, Icade produced energy-saving buildings; the level of consumption by the five conventional uses of the Thermal Regulation is
57% below the reference consumption, which represents an 18% improvement over 2011.
29.4.1.5. Use of renewable energies (SO 2011/2012)
For the 34 operations (out of 79) that were studied in detail, representing nearly 300,000 m2 out of the 500,000 m2 which Icade Property
Development launched in 2012, the final energy consumption for the five traditional uses represented 15,467,171 kWh/year. Of this
consumption, 1,297,255 kWh/year were produced by thermal solar panels installed on 16 operations, representing 8% of needs.
The trend recorded in in 2011 continued in 2012 in all the regions studied.

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29.4.1.6. Comparative study of climate zones

The results presented below provide an analysis between 2011


and 2012 for le-de-France. For the other three regions, the 2012
data will be compared with the future data in 2013. In 2013, 40%
of new regional departments will be included in the sample.

In 2012, Icade Property Development compiled all the thermal


studies performed for environmental certifications: in zone H1 with
le-de-France, in zone H2 with the Nantes regional department,
and H3 with the regional departments of Nice and Marseilles.
Only le-de-France had been analysed in 2011.

TR 2005 (Cmax in housing)

TR 2012
Average value

Climate zones

Heating by fossil fuels

Electric heating
(inc. heat pumps)

H1

130

250

60

H2

110

190

50

H3

80

130

40

HOUSING PRODUCTION IN ZONE H1 (SO 2011/2012)


Housing energy consumption in zone H1
(le-de-France) SO 2011

Energy efficient building

Energy efficient building


= 50

51 to 90
91 to 150
151 to 230
231 to 330
331 to 450

= 50

51 to 90

93.24

kWhpe/m (net
floor area)/year

D
E

91 to 150
151 to 230
231 to 330

> 450

331 to 450

Non-energy efficient building

262

Housing energy consumption in zone H1


(le-de-France) SO 2012

ICADE 2012 FINANCIAL AND LEGAL REPORT

65.01

kWhpe/m (net
floor area)/year

C
D
E
F

> 450

Non-energy efficient building

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Energy consumption in Commercial Buildings in


zone H1 (le-de-France) SO 2012

Details and changes in consumption of housing


programmes in zone H1 (le-de-France)
kWhpePt QHWRRUDUHD \HDU

Energy efficient building

Housing, 2012 service orders, Zone H1


1.20

= 50

51 to 90

65.01
27.59

0.53

24.29

Housing, 2011 service orders, Zone H1

36.77

20

40

60

kWhpe/m2 (net
floor area)/year

D
E

231 to 330

331 to 450

7.49 3.98

80

76.18

151 to 230

1.12
93.24

91 to 150

7.00 4.41

43.88

100

> 450

Non-energy efficient building


Heating

Hot water

Aux. elec.

Cooling

Lighting

Aux. vent.

For the housing production in zone H1, there was a significant


decline of 30% in energy consumption between 2011 and 2012.

Details and change in the consumption of


commercial programmes in zone H1 (le-de-France)
kWhpePt QHWRRUDUHD \HDU
2FHVVHUYLFHRUGHUV=RQH+
3.97

PRODUCTION OF COMMERCIAL BUILDINGS IN ZONE


H1 (SO 2011/2012)



Energy consumption in Commercial Buildings in


zone H1 (le-de-France) SO 2011

23.03

18.27

18.19

2FHVVHUYLFHRUGHUV=RQH+
3.37
3.85

Energy efficient building


= 50

9.43 5.05



51 to 90
91 to 150
151 to 230
231 to 330
331 to 450

25.02

100.0

kWhpe/m2 (net
floor area)/year

D
E
F

> 450

8.20

20

25.68

40

33.87

60

80

Heating

Hot water

Aux. elec.

Cooling

Lighting

Aux. vent.

100

For the production of commercial buildings in zone H1, there


was a significant decline of 24% in energy consumption between
2011 and 2012.

Non-energy efficient building

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HOUSING PRODUCTION IN ZONE H2 (SO 2011/2012)


Details of consumption by housing programmes
in zone H2 (Nantes)

PRODUCTION OF COMMERCIAL BUILDINGS IN ZONE


H2 (SO 2011/2012)
Details of consumption by commercial programmes
in zone H2 (Nantes)

kWhpePt QHWRRUDrea)/year

kWhpePt QHWRRUDrea)/year

Housing, 2012 service orders, Zone H2

1.15

2ces, Zone H2

1.79

50.26

62.04
14.99

23.04

7.11

3.98

10.50
0

10

20

30

40

50

0
Heating

Hot water

Aux. elec.

Cooling

Lighting

Aux. vent.

Housing energy consumption in zone H2 (Nantes)


SO 2012

= 50

51 to 90
91 to 150
151 to 230
231 to 330
331 to 450
> 450

10

ICADE 2012 FINANCIAL AND LEGAL REPORT

50

60

Aux. vent.

Energy consumption of Commercial Buildings in


zone H2 (Nantes) SO 2012

= 50

331 to 450
> 450

264

40

Lighting

231 to 330

30

Cooling

151 to 230

20

Aux. elec.

91 to 150

17.64

Hot water

51 to 90

20.89

Heating

50.26
kWhpe/m (net
RRUDUHD /yHDU

11.22

60

62.04

kWhpe/m (net
RRUDUHD /yHDU

C
D
E
F
G

70

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HOUSING PRODUCTION IN ZONE H3 (SO 2011/2012)


Details of the consumption of housing programmes
in zone H3 (Marseilles and Nice)
kWhpePt QHWRRUDrea)/year
Housing, 2012 service orders, Zone H3

0.48
39.56

10.14

18.93

10

7.34

20

2.69

30

40

The business of the property developer consists of purchasing


land in order to build buildings on it. Soil use is a focus of every
project process. The approach of Icade Property Development is
to give preference to sustainable density and quality of operations:
collective housing with three to five levels, clustered individual
housing units, office buildings, without contributing to the urban
sprawl marked by subdivisions of the major urban suburbs.

2.2.5. Climate change


31. Greenhouse gas emissions (GHG)

Heating

Hot water

Aux. elec.

31.1. Principles used for the declaration

Cooling

Lighting

Aux. vent.

31.1.1. FGBC Reference

Housing energy consumption in zone H3


(Marseilles, Nice) SO 2012
Energy efficient building
= 50

30.2. Project/Development businesses, Icade Property


Development declaration

corporate, in which the items declared are limited to the


buildings used by the Company for its own use;

activity, in which the elements declared correspond to


revenues: for property investment, the buildings held and
managed (particularly flows managed under common
specifications); for the developer, its buildings in SO stage
over 2012. The information for the activity level comes
from the Companys accounts;

stakeholders, which identifies the environmental impacts


beyond Icades direct responsibility. The stakeholders
information comes from the accounts of real estate
companies or operators outside Icade; essentially the
operating data related to the private charges incurred by
lessees for the investment business, and the impacts of the
buildings built for the development business.

39.56

51 to 90

This chapter is organized into three levels of declarations, pursuant


to the Guide to CSR Reporting:Article 225, prepared by the France
Green Building Council (FGBC):

kWhpe/m (net
RRUDUHD /yHDU

91 to 150
151 to 230
231 to 330
331 to 450
> 450

C
D
E
F
G

In zones H2 and H3, the results were remarkable and confirm


the complete commitment to the production of BBC buildings.

31.1.2. Calculation assumptions, references and methods

30. Soil use

For the corporate level declaration and the operational


businesses, see the methodology note in Section 31.3.5. below.

On a general level, the use of soils in France is governed by urban


planning laws. A building capacity is associated with each land
parcel and the business of any real estate contractor is to design
projects that permanently maximize the constraints.
30.1. Operational businesses, Icade Property Investment
declaration
In its operational assets, Icade Property Investment has only a
limited influence over the use of soils, which is only marginally
changing. The development of its real estate holdings in new
commercial construction is geared towards the construction of
compact buildings, with six or seven levels, generally built on two
or three subsoil levels, in order to reduce the ground footprint
and the impact of surface parking.

For the project/development businesses: the declaration is made


using the carbon footprint method from the Environmental
Agency (Ademe) and directly covers the consolidated activity
and stakeholders set; the GHG emissions related to the use of
the buildings by the occupants, calculated at the Service Order
stage, refer to French regulations on new buildings (TR 2005 and
labels and TR 2012) and the equivalent GHG from various energy
sources published by the Ademe.
31.2. Corporate level declaration
31.2.1. Scope
The reporting scope used is less than the scope in Chapter 29
relating to energy; the declaration is limited to the buildings
in which energy consumption is controlled by Icade as owner

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in quantity and structure, the head office in Paris (19) and the
adjoining offices in Parcs des portes de Paris in Aubervilliers:

PAT601 (Millnaire 1), the Head Office: in which ***70% of


the rental area is occupied by Icade (support, development
and investment departments) and 30% by outside tenants,
including the group restaurant (RIE group) at 7%);

PAT265/266/267/268/269 : a block of buildings in which


energy is connected by common networks, in which 40%
of the rental area is occupied by Icade (Icade Services
PAT268) and a wholly owned subsidiary (Icade ARCOBA
PAT265). The remaining 60% of the rental area is occupied
by external tenants.

31.2.2. 2012 data and 2011 comparison

Env.04
Direct emissions
2012

Env.05
Indirect emissions

2011

2012

(tonnes of CO2)

PAT601

2011

Env.13
Energy intensity
2012

Env.14
Carbon intensity

2011

(Kg CO2/m2 .yr)

(tonnes of CO2)

2012

2011

(Kg CO2/person/yr)

483

504

20

21

296

309

PAT265-266-267-268-269

126

103

200

161

37

30

562

456

Totals

126

103

683

666

27

25

407

370

Comments:

Greenhouse gas emissions, covered in this chapter, are declared


overall, combining the Activity and Stakeholders levels (communal
and private sections of the buildings).

The carbon emissions indicators are evaluated and prorated


on the basis of the areas occupied by the Icade Corporate
units;

31.3.2. Scope

The carbon performance indicators are generally evaluated


for each real estate asset; therefore, they represent the
intrinsic performance of the asset, a total measurements
of its real impact on the environment;

The Totals line represents the total of each comprehensive


emissions indicator or to the average weighted by rental
areas;

Changes are to be reconciled with the changes in energy


consumption.

The reporting perimeter used is the significant buildings specified


in Section 25.3.1.1 above.
These buildings have various rental situations:

multi-tenant buildings managed by Icade with or without


assumption of the tenants energy expenditure under lease;

single-tenant buildings managed by the single tenant or by


a third party property management company.

31.3.3. 2012 data and 2011 comparison


31.3. Operational businesses, Icade Property Investment,
Activity and Stakeholders levels

The correspondence between references and building names


with addresses is provided in Annex 1.

31.3.1. Declaration principles


The acronym PAT means that the building is in the Business
Parks (Parcs Tertiaires), and the acronym BUR means that the
building is classified as diverse.

The greenhouse gas emissions from operations on the buildings


are the result of their energy consumption. For Icade Property
Investment, the decline in the GHG assessment (GHG Protocol
scope 1 + scope 2) therefore includes energy control of the
buildings.

IFT-Env.04
2012

IFT-Env.05
2011

(in tonnes of CO2)

2011

(in tonnes of CO2)

PAT subtotal

1,501

1,478

3,316

3,319

BUR subtotal

735

600

4,471

3,581

2,236

2,078

7,787

6,900

Totals

266

2012

IFT-Env.13

ICADE 2012 FINANCIAL AND LEGAL REPORT

2012

IFT-Env.14
2011

(in Kg CO2/m2 .yr)

25

23

2012

2011

(in Kg CO2/person/yr)

373

349

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31.3.4. Outlook for progress

Improvement in GHG emissions thanks to progress on the


operating energy balance of the buildings (see Chapter 29).
Increase in the purchase of green certificates from EDF,
GDF or other service providers.
Transport assessment and future collective transport.

31.3.5. Methodology note

The carbon emissions indicators are evaluated and prorated


on the basis of the areas occupied by Icades Clients.

The carbon performance indicators are comprehensively


evaluated for each real estate asset; therefore, they
represent the intrinsic performance of the asset, a total
measurement of its impact on the environment.

The Totals line represents the total of each overall emissions


indicator or the average of the carbon performance
indicators weighted by the rental areas occupied.

All carbon-related data are conversions made from fluid data


coming essentially from bills from the energy suppliers.
The method for preparing this data is described in the attached
indicator sheets procedures:

The Indicator Sheet methodology note can be found in


Annex 2.

31.4. Operational businesses, Icade Property Investment


declarations, connectivity declaration
A reduction in GHG emissions also includes improving the
connections of the buildings to the GHG Protocol Scope 3 G
low GHG emission green transports, which reduces the use of
individual cars.
In this perspective, Icade Property Investment has progressively
established a soft transport offer for its business parks in
northeastParis:

electric river shuttle that connects with line 7 of the Paris


subway;

Vlib (free bicycle loan service) stations in a private lot;

electric mini-bus;

bus line connecting to the RER B/D;

solar shelter for 25 electric bikes;

systems for shared cars and carpooling.

An indicator for connectivity to soft transport options was


published for the first time in Icades 2011 annual report. This
indicator associates the quality of the transport type (metro,
tramway, bus, etc.), frequency and distance to the building.

EPRA BPR Indicator Sheet: Env.04 - Direct Greenhouse


Gas emissions;

EPRA BPR Indicator Sheet: Env.05 - Indirect Greenhouse


Gas emissions;

EPRA BPR Indicator sheet: Env.13 - Carbon intensity of the


building (in Kg CO2 /m2 net floor area);

Each network located within a 500 meter radius is associated


with a connectivity score calculated by multiplying the score for
the type of transport (RER, Bus) by the frequency score. The
connectivity of the building in question is the average of the
scores for each network.

EPRA BPR Indicator Sheet: Env.14 - Carbon intensity of the


building (in Kg CO2 /person/year;

Connectivity of 80 to 100 is defined as very good, between 60 and


80 is good, between 40 and 60 is average, and less than 40 is fair.

Total

Offices

CT grade

Connectivity

(in m )

Note TC

(as a%)

Parc du Millnaire 1-2-5-6


(4 buildings)

75,000

3.3/4

82.4

Parc du Pont de Flandre


(9 buildings)

78,000

3.7/3

92.5

Parc des Portes de Paris (Aubervilliers)


260x-270 (7 buildings)

40,000

3.6/4

89.3

Total (m ) at 31/12/2012

Fair

Average

Good

Very good

193,000

100% of Icades assets in the perimeter in question have


connectivity classified as very good. In 2011, the same study
conducted over all the holdings of Icade Property Investment
resulted in a connectivity rate of 58%. The good results for the
perimeter in question is due to the opening of two new clean

transport lines less than 500 metres from three parks in northeast
Paris: a new terminal for line 12 (Place de Front Populaire stop)
and extension of the T3 tramway, with the station closest to our
assets in question located by Porte dAubervilliers.

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Highlights of 2012:

purchases of 2,600 EDF electric MWh in green certificates


(energy from renewable sources);

compensation of 722 tonnes of CO2 with the purchase


of GDF certificates on the gas consumption of Icades
business parks;

installation of two electric cars in the shared car lot at


Millnaire 1 (total of 7 cars);

traffic record set for the 100% electric river shuttles, with
1,116,711 passengers carried in 2012. As a comparison, the
GHG avoided in comparison with identical bus transport
equates to approximately 66 tonnes of CO2 per year.

life of the building:

replacement of materials for 50 years,

energy consumption for nine years.

The 2007 Carbon Footprint was calculated exclusively on the


Ademe ratios for construction (emission factors vary by type of
activityoffices, housing, health, etc.).
For the 2009, 2011 and 2012 carbon footprints, the Ademe ratios
are consolidated with the ratios from six studies of Icade Property
Development typical products. These studies were conducted
by our specialized engineering firm (Icade ARCOBA).
These six studies covered:

31.5. Project/Development businesses, Icade Property


Development declaration, activity and stakeholders
levels

four housing properties:

Les Alles Saint Jacques Mittelhausbergen (67) with


BBC label,

31.5.1. Reporting scope and details of the method

Aqua Verde Tourcoing (59) with THPE 2005 label,

The scope of consideration is all buildings covered by Service


Orders (SO) launched in 2012, with a calculation building by
building and inclusions of the areas in m2 of net floor area.

Le Tasta Bruges (33) with THPE 2005 label,

Les Alles Champlain Rennes (35) under TR 2005;

one office building:

lot 4 in Villejuif (94) with THPE 2005 label;

one nursing home (EHPAD):

EHPAD in Pezilla la Rivire (66) with THPE 2005 label.

The grey energy indicated in the tables represents construction,


and primarily the materials: the manufacture of one tonne of new
aluminium produces 10 tonnes of equivalent CO2 and one tonne
of reinforced concrete 370 kg of equivalent CO2 In contrast, one
tonne of timber eliminates 1.8 tonnes of CO2.
The emissions included are:

total grey energy related to the construction and


replacement of the materials during a life span estimated
at 50 years;

energy consumption for nine years.

The period of responsibility was decided at nine years because


this is the average period during which a finished building has no
major modifications (such as change of activity, lease termination,
major works, etc.).
Therefore, the emissions items covered by the calculation are:

268

Based on these studies, ratios in kgeqCO2 /m2 net floor area were
established for each item in the construction and operation of
a building (materials, transport, energy, waste), then applied to
all programmes in the Development Business for which the SOs
were launched over a year.
The main factors having significant impact on the ratios are:

the existence of a basement and the number of buried levels;

aboveground and/or underground parking and the area


of the parking lots;

the number of superstructure levels;

the use of wood in the cladding or framing;

construction:

principal type of joints (wood-aluminium-PVC);

the materials for fabrication, construction and demolition,

transport of materials to supply the project,

energy performance level (RT2000-RT2005-HPE-THPE-BBC)


and the energy source used (electricity-fuel-heating
network-biomass-heat pumps).

transport of people to the project,

waste generated by the project,

energy consumption of the project;

ICADE 2012 FINANCIAL AND LEGAL REPORT

The calculation of the emissions of the commercial buildings


is based on the ratios from the ARCOBA studies for the offices
and hotel residence, and on the Ademe ratios for the office,
recreational, health and industrial buildings, and on the operating
energy ratios.

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31.5.2. 2007/2009/2011/2012 figures and comparisons

2012 CARBON FOOTPRINT FIGURES FOR PROPERTY DEVELOPMENT


Property Development - (based on SO 2012)
Footprint in 2012
based on CECOBA/
Ademe ratios

Number of buildings

217 buildings
2

Footprint in 2011
based on CECOBA/
Ademe ratios

Footprint in 2009
based on CECOBA/
Ademe ratios

160 buildings

67 buildings
2

79 buildings

500 292 m net oor


area

361,892 m net oor


area

366,756 m net oor


area

379,551 m2 net oor


area

Total emissions

330,555 teqCO2

23,8,696 teqCO2

249,473 teqCO2

296,139 teqCO2

Grey energy total emissions

317,498 teqCO2

224,136 teqCO2

227,138 teqCO2

Operating energy total


emissions

13,058 teqCO2

14,560 teqCO2

22,335 teqCO2

Grey Energy % // total

96%

94%

91%

Operating energy % // total

4%

6%

9%

661 kgeqCO2/m2

660 kgeqCO2/m2

680 kgeqCO2/m2

7800 kgeqqCO2/m2

197 buildings

140 buildings

56 buildings

71 buildings

311,287 m2 Net oor


area

277,515 m2 Net oor


area

256,601 m2 Net oor


area

292,771 m2 Net oor


area

Total emissions

179,148 teqCO2

173,044 teqCO2

159,083 teqCO2

199,212 teqCO2

Grey energy total emissions

171,184 teqCO2

161,896 teqCO2

142,732 teqCO2

Grey energy total emissions /


m2 net floor area

550 teqCO2/m2

583 teqCO2/m2

556

Operating energy total


emissions

7,964 teqCO2

11,148 teqCO2

16,351 teqCO2

Operating energy total


emissions / m2 net floor area

26 teqCO2/m2

40 teqCO2/m2

64

576 kgeqCO2/m2

624 kgeqCO2/m2

620 kgeqCO2/m2

6800 kgeqqCO2/m2

20 buildings

20 buildings

11 buildings

5 buildings

Commercial area

189,005 m2 Net oor


area

84,377 m2 Net oor


area

110,155 m2 Net oor


area

86,780 m2 Net oor area

Total emissions

151,407 teqCO2

65,652 teqCO2

90,391 teqCO2

96,927 teqCO2

Grey Energy total emissions

146,314 teqCO2

62,240 teqCO2

84,406 teqCO2

Grey energy total emissions /


m2 Net floor area

774

738

766

5,094 teqCO2

3,412 teqCO2

5,984 teqCO2

27

40

54

801 kgeqCO2/m2

778 kgeqCO2/m2

821 kgeqCO2/m2

Total area

Footprint in 2007
based on Ademe ratios 2012/2011 2012/2007

Total

Total emissionss / m net


floor area
Number of housing buildings
Housing area

0.17%

-155%

-5.73%

-36.31%

Housing

Total emissionss / m Net


floor area
Number of commercial
buildings

Operating energy total


emissions
Operating energy total
emissions / m2 Net floor area

-7.70%

-155%

4.95%

-33.35%

Total emissionss / m Net


Commercial floor area

1,117 kgeeqCO2/m
m2

2.96%

-288%

ICADE 2012 FINANCIAL AND LEGAL REPORT 269

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31.6. Results of a comparative study for the regions by


climate

Total emissions
2

(Kg-CO2e/m )

800
780
760
740
720
700
680
660
640
620
600

The energy study presented in Chapter 29, Section 4.1.6 also


allows conducting GHG assessments in operation, by applying
the emission factors related to each type of energy (Decree of
8 February 2012).

780

31.6.1. Results of the study in Zone H1 (le-de-France)


661

660

680

DETAILS FOR HOUSING PRODUCTION IN ZONE H1


(SO 2011/2012)
Housing GHG emissions in zone H1
(le-de-France) SO 2011

2007

2009

2011

2012

Change in the proportion of Grey energy vs.


Operating Energy

Low greenhouse gas emissions


5

A
B

6 to 10

(9 years)

11 to 20

100

96
94

High greenhouse gas emissions

92
91

Housing GHG emissions in zone H1


(le-de-France) SO 2012

88

Low greenhouse gas emissions

86
2011

2009
Grey energy

2012
Operating energy

6 to 10
11 to 20

Comments: we see a general 15% drop in total emissions over


five years, but the trend in GHG emissions has stagnated since
2011, the consequence of changes in heating methods:

21 to 35
36 to 55

270

56 to 80
> 80

94

36 to 55

96

90

21 to 35

98

17.37
kg eq CO2 /m2 (net
oor area)/year

progressive reduction in the use of electric heating as the


basic energy to the benefit of natural gas;
which implies an increase in GHG emissions, as the gas
produces more GHG than electricity, all factors being equal;
this increase is par tially of fset by the reduction in
consumption volume related to the TR 2012, calculated
over nine years of operation.

ICADE 2012 FINANCIAL AND LEGAL REPORT

56 to 80
> 80

B
12.28

kg eq CO2 /m2 (net


oor area)/year

D
E
F
G

High greenhouse gas emissions

Bet ween 2011 and 2012, for the housing production in


le-de-France (Zone H1), we see a significant decline of 29% in
GHG emissions

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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DETAILS FOR THE PRODUCTION OF COMMERCIAL


BUILDINGS IN ZONE H1 (SO 2011/2012)

DETAILS FOR HOUSING PRODUCTION IN ZONE H2


(OS 2012)

GHG emissions of Commercial Buildings in zone H1


(le-de-France) SO 2011

Housing GHG emissions in zone H2 (Nantes) SO 2012


Low greenhouse gas emissions

Low greenhouse gas emissions


5

6 to 10

6 to 10

11 to 20

16.49
kg eq CO2 /m2 (net
oor area)/year

21 to 35

36 to 55

kg eq CO2 /m2 (net


oor area)/year

21 to 35

36 to 55

56 to 80

56 to 80

9.09

11 to 20

> 80

> 80

High greenhouse gas emissions

High greenhouse gas emissions

GHG emissions of Commercial Buildings in zone H1


(le-de-France) SO 2012
Low greenhouse gas emissions
5

6 to 10
11 to 20
21 to 35
36 to 55
56 to 80
> 80

6.29

kg eq CO2 /m (net
oor area)/year

DETAILS FOR THE PRODUCTION OF COMMERCIAL


BUILDINGS IN ZONE H2 (SO 2012)
GHG emissions of Commercial Buildings in zone H2
(Nantes) SO 2012
Low greenhouse gas emissions
5

C
D

6 to 10
11 to 20

21 to 35

36 to 55

High greenhouse gas emissions

56 to 80
> 80

1.33
kg eq CO2 /m2 (net
oor area)/year

B
C
D
E
F
G

High greenhouse gas emissions

There is a significant 62% decline in GHG emissions between 2011


and 2012 for the production of commercial buildings.

ICADE 2012 FINANCIAL AND LEGAL REPORT 271

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DETAILS FOR HOUSING PRODUCTION IN ZONE H3


(SO 2012)
Housing GHG emissions in zone H3
(Marseilles, Nice) SO 2012
Low greenhouse gas emissions
5

6 to 10
11 to 20
21 to 35
36 to 55
56 to 80
> 80

4.30

kg eq CO2 /m2 (net


floor area)/year

31.7. Distance to public transport (SO 2011/2012)


Reducing greenhouse gas emissions in new buildings also includes
attention to their connections with low GHG emission forms
of transport (GHG Protocol Scope 3). An initial approach was
presented in 2011. The method is now used systematically as a
criterion in the choice of properties, with checks at the launch of
the Service Orders measuring the distance by foot between the
programme and the nearest public transport (Mtro, tram, train,
bus, etc.). These distances are measured using Google Maps. The
calculation was made for all SO 2011 and SO 2012 operations,
all types combined:

D
Distance

E
F
G

High greenhouse gas emissions

In zones H2 and H3, the results are remarkable and confirm our
commitments to the production of BBC buildings.
The low GHG emissions in the zone in comparison with the other
zones for housing production is due to the use of electric heating.

Percentage of operations

(in m)

2011

2012

Less than 100

31%

30%

100 to 200

20%

20%

200 to 300

28%

24%

300 to 400

8%

11%

400 to 500

3%

8%

500 to 600

5%

1%

600 to 700

5%

3%

700 to 900

1%

900 to 1,000

1%

The most available form of public transport is still the bus.

En 2012, 85% of Icades building production was located less than five minutes by foot from public transport (less than 400 m).

272

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32. Adaptation to the consequences of climate change


In all of its activities, Icade implements sustainable solutions. Icade
is studying the impact of possible temperature increases on the
ecosystems of its parks in order to select the best adapted trees.
An experimental greenhouse project using the heat released by
the activities of a tenant of Icade Property Investment, enabling
Icade to work on changes in Mediterranean flora, is currently
being researched in partnership with the Socit Forestire of
Caisse des Dpts and the National Agronomy Research Institute.

2.2.6. Protection of biodiversity

Since 2011, in partnership with Klpierre, the co-owner of the


Retail Centre at Le Millnaire in Aubervilliers (93), Icade has worked
on a 100 opportunities / 100 jobs programme and is leading
a group of companies working around job-based themes. This
programme, since its inception, has supported 53 young people,
including 35 who returned to work.
Icade also supports the development of the Canal des Mtiers
in the region of Plaine Commune (93).
On 10 December 2012, Icade renewed its commitment to territorial
development with Plaine Commune when it again signed the
Enterprise-territory Charter, signed initially in 2005.

33. Measures taken to preserve or develop biodiversity


Icade Property Investment completed an inventor y of the
biodiversity on its business parks (fauna and flora) in order to
determine vectors for improvement. For educational purposes,
beehives were also installed on the commercial buildings, seven at
Parc Pont de Flandre, six on the shopping centre at Le Millnaire,
and ten on the Tour Montparnasse managed by Icade Property
Management.
Within the framework of the biodiversity network of Caisse des
Dpts, in 2012 Icade tested a tool to discover the impact of
Icades activities on the ecosystem services, but also to determine
on which of the ecosystem services Icade is most dependent.
Icade completed an Ecosystem Services Review (ESR) at the park
at Portes de Paris, including recommendations to be incorporated
in the long-term development plan.
The work on the ecosystem services will be continued in 2013,
including a study on future biodiversity indicators for the
properties.

35. On nearby or local populations


35.1. Icade Property Investment declaration
The impact of the development of the Business Parks on local
populations in northeast Paris has resulted, among other things,
in the opening of the Le Millnaire retail centre, bringing with it a
full commercial offer to a growing district, as well as the installation
of an innovative and free transport system of river shuttles. This
transport system, which is open to the public, carried 1,116,711
passengers in 2012. Icade is also promoting the use of three
veli b (free bicycle hire) stations open to everyone within its
business parks in north Paris.
35.2. Icade Property Development declaration

2.3.

INFORMATIONS ON SOCIETAL
COMMITMENTS TO SUSTAINABLE
DEVELOPMENT

2.3.1.

National, economic and social impact of the


Companys activity

34. On employment and regional development


In 2012, Icade Property Development generated revenues of 979
million euros. At a level of one job per 100,000 euros, nearly 10,000
jobs have been generated or maintained in the national territory.

Icade Property Development is conducting multiple public/private


operations that combine low-income housing sold in a block to
a specialized operator in addition to accessible home-owning
options, thus participating in the growth of urban diversity.
Icade Property Development is also working in a long-term
partnership with local authorities in low-income areas to produce
housing at prices lower than market prices in order to slow the
erosion of social diversity: in Saint Raphal (83), over several years,
Icade Property Development has delivered the Les Florianes
operations (160 housing units); then in 2009, Parc Horizon
1 (84 units), in 2010, Parc Horizon 2 (63 units) and, in 2011, Parc
Horizon 3 (64 units) which continued to be marketed in 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT 273

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2.3.2. Relations maintained with persons or


organizations a~ected by the Companys
activity, particularly employment
associations, educational institutions,
environmental groups, consumer groups and
local populations
36. Conditions of the dialogue with these persons or
organizations
The France Green Building Council is the association of
construction companies committed to sustainable buildings
and chaired by the Chairman of Icade. Icade actively participates
in the work of this association. It continues to make significant
contributions to the Sustainable Building Plan.
All the actions described in Chapters 34 and 35 above are being
developed within a club or working groups: district governments,
the corporate rally, the DHR club, and so on.
At the same time, Icade is a member of Plaine Commune
Development (an association of companies and local governments,
the largest in France). It works to afford a dominant place
on the French economic stage to the Plaine Commune (93)
metropolitanarea;
Icade as a developer of its sites, works in close cooperation
with local authorities and decision-makers by providing regular
updates about the progress of development studies to the local
authorities. The Icade parks in north Paris are located in the towns
of Paris, St-Denis and Aubervilliers.
The highlights of 2012 include the following:

274

participation in the Telethon (organization of a race at


the Icade parks and collection of donations from partner
companies);

the anniversary lunch to celebrate the 100 opportunities/100


jobs programme, attended by elected officials, the prefect
of Seine-Saint-Denis, employment agencies, companies
in the regions and the young workers participating in the
programme;

the inaugural arrival of the metro line 12 Place du Front


Populaire.

ICADE 2012 FINANCIAL AND LEGAL REPORT

37. Partnerships and corporate giving


Icade continues its partnerships and corporate sponsorship; the
long-standing nature of some of these programmes testifies to
its efforts to maintain close relations with its stakeholders.
These programmes can be analysed as follows for fiscal 2012:
Corporate Giving
Partnership /Sponsoring
AFBE and AVERE(*) memberships

150,000
29,309
4,500

(*) AFBE: French Electric Boat Association, AVERE France: French Association
to promote electric and hybrid vehicles.

In addition to these actions financed by Icade, Icade directs an


event for Telethon every year with partners, close to its head
office. Last year, the gifts collected increased once again, to
total 19,950 euros.

2.3.3. Subcontracting and suppliers


38. Integration of social and environmental challenges in
the purchasing policy
Icades different businesses do not generate purchases in
significant volumes. The only direct purchases are made primarily
by the support units based at the head office. The table below
summarizes the responsible purchases made in 2012, by service
and by type of commitment, while indicating the social and
environmental commitments of our service providers.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Service commitments

Services

Corporate commitment

Quality
Sheltered of life /
Environmental
employment/ Health/ Certification/
product
ISO
ISO
insertion comfort
label
or service Compensation Recycling 26000 14001

Office supplies

Cleaning/
maintenance, Head
oce building

Management/
maintenance green
spaces

Communication
media for the
disability mission

Mailing routing

Response to
spontaneous
applications

Management of
the reports of the
support vehicle fleet

Supply, tableware,
meals

Reprography

Custodians

Adaptation of species
X to climate change

rational farming
monpanier.fr

Shared cars

River shuttles

Car pooling

Bus shuttles and


bees

fitness centres;

Hives Pont de
Flandre

10 cars with low CO2


emissions, inc.
2 electric
X

River shuttles, 100%


electric

Energy supply

Biodiversity in city
X

Energy supply

RIE

Notes

Leasing and
maintenance for
green plants

Charter

Green energy

AB Rational Farming
offer and responsible
fishing process

ICADE 2012 FINANCIAL AND LEGAL REPORT 275

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

39. The importance of subcontracting and the integration


of social and environmental responsibility in relations
with suppliers and subcontractors.
The orders placed by Icade Property Development with works
companies in its development projects represents the most
significant portion of Icades relations with its suppliers, which
amounted to several hundred million euros over 2012.

40.2. Anti-money laundering


Pursuant to Article L. 561-2 of the French Financial and Monetary
Code, Icades activities relating to the acquisition/sale of real
estate assets on behalf of third parties in France or abroad are
subject to the regulatory obligations of due diligence with regard
to clients and the declaration of suspicions to Tracfin:

Ic ade Proper t y Development and Ic ade Housing


Development: for transactions housed in structures outside
Icade Housing Development and outside Icade Property
Development, and whenever Icade Property Development
or Icade Housing Development does not hold 100% of the
shares of these structures directly or indirectly.;

Services division: IPM, Icade Transactions, Icade Consulting.

A very large number of work service providers for Icade have


established charters with social commitments. However, Icade
did not have a formalized process in 2012 to take into account the
social and societal commitments of the companies consulted in
its choice of companies or its work contract documents.
The development of a charter of best social and environmental
practices which Icades suppliers would be required to sign
progressed in 2012 and should become a reality in 2013.

2.3.4. Fair practice


40. Actions initiated to prevent corruption
40.1. Ethics
Icades Code of Ethics is in line with the principles which form
Icades basic values, and through Icade for the entire Caisse des
Dpts group. The growth and image of Icade depend in fact on
the quality of the services delivered to clients and partners, and
also on the care taken to conduct Icades businesses in strict
compliance with its ethos of collective vitality, professional rigour
and ethical business.
In order to fight corruption, the Icade Code of Ethics specifies:
Icade employees must be aware that practices which may be
acceptable, provided they remain within very reasonable limits,
within their commercial environment (such as offering business
gifts, entertainment, etc.) may be completely unacceptable, even
illegal, when they are related to civil servants or other persons
acting in the name of the government or public entities.
Therefore, each employee must comply without reservation with
the laws and regulations governing relations between government
officials and clients and suppliers.
In particular, giving or offering money or gifts to a government
employee violates Icades values of probity and transparency and
the rules in force within the Group.
If employees have any questions about this issue, they are invited
to consult the Ethics Officer directly.

For these activities, Icade has established a detection process


that may lead to declarations of suspicions.
The first half of 2012 was marked by the launch of e-learning
training for 108 Icade employees faced with anti-money laundering
issues. The objectives of this training were to:

develop a culture to fight money laundering and the


financing of terrorism;

ensure correct knowledge of internal procedures;

acquire and maintain good instincts to fight money


laundering, particularly through awareness of the alert
indicators.

This training programme was composed of five modules of around


10 minutes each; each was reinforced with a quiz. The progress
rate was 84% at 31 December 2012, i.e., 91 employees. The
implementation of the process was effective as of 1 June 2012.
41. Measures taken to protect consumer health and safety
In its real estate operations, Icade complies with all regulations in
force relating to consumer health and safety, for housing buyers,
users of rental commercial space or public amenities users.
The measures described below therefore cover measures that
exceed regulatory requirements and which Icade believes it is
relevant to initiate, in order to improve the quality of the services
for its clients.
41.1. Operational businesses, Icade Property Investment
declarations
41.1.1. Maintenance of public equipment in its buildings
Icade takes building management measures designed to improve
the service rendered to its clients:

276

ICADE 2012 FINANCIAL AND LEGAL REPORT

by changing air distribution filters several times a year;

by regular audits of the operation of lifting equipment in


addition to the mandatory periodic inspections;

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

by conducting air analyses in work spaces taken from a


representative sample of the commercial properties. Thus,
fourteen assets are covered by an annual expert assessment
of air quality performed by a specialized laboratory. These
analyses essentially cover the following parameters:
aerobiocontamination, measurement of containment,
par ticulate contamination, thermo hygrometr y, air
replacement index, thermal comfort.

41.1.2. Construction or heavy renovation operations


Icade Property Investment systematically aims for the Good
level for HQE targets 10 and 11 (visual, olfactory) through the
use of high-performance technologies or materials above the
simple regulatory level.
41.1.3. User comfort
Icade Property Investment establishes services for its tenants:
security, nursery, fitness room, RIE restaurant, clean shared cars.
It adapted its private roads at Parc du Millnaire and Parc du Pont
de Flandre for traffic by Persons with Reduced Mobility.

certified for all its production (certification renewed in 2012)


implemented within this context a set of measures to protect
consumer health and safety.
The following issues in particular are handled at levels exceeding
the standards and regulations in force:
Comfort:
Hygrothermal comfort
Acoustical comfort
Visual comfort
Olfactory comfort

Health:
Sanitary quality of the spaces
Sanitary quality of the air
Sanitary quality of the water

In addition, when the keys are given, the housing buyer is provided
with an apartment guide. It offers advice to the user and suggests
best practices for the maintenance and cleaning of the apartment.

2.3.5. Other measures initiated under this Section


2.3 in favour of human rights
42. Actions on behalf of human rights

41.2. Project/Development businesses, Icade Property


Development declaration
The technical standards for NF HQE certifications cover health
and comfort issues related to the intrinsic quality of the building
and to the use of the building. Icade Promotion, which is NF

Since Icade operates exclusively in France and Germany, it believes


that the real estate laws and practices in those countries preserve
Human Rights in accordance with the Universal Declaration
ofRights.

ICADE 2012 FINANCIAL AND LEGAL REPORT 277

Corporate social and environmental responsibility Declarations required by


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

ANNEX 1
BUR = Diverse Offices
Rf.

Site name

Addresses

BUR001

29-31-33 Champs lyses

29-33 av des Champs lyses

75008

Paris

BUR002

69 Boulevard Haussmann

69 bd Haussmann

75008

Paris

BUR003

Morizet

11-15 av Morizet

92100

Boulogne

BUR004

Camille Desmoulins

27 rue Camille Desmoulins

92130

Issy-les-Moulineaux

BUR006

H2O RUEIL Malmaison

2 rue des Martinets

92500

Rueil-Malmaison

BUR009

VJ1 Seine - Ilot 5

10-12 av de Paris

94800

Villejuif

BUR010

VJ2 Loire - Ilot 3

32-36 av de Paris

94800

Villejuif

BUR011

VJ3 Rhne - Ilot 4

14-20 av de Paris

94800

Villejuif

BUR012

VJ4 Rhin Ilot 6

6-8 av de Paris

94800

Villejuif

BUR013

VJ5 Garonne-Tolbiac - Ilot 1

35-47 av de Paris

94800

Villejuif

BUR015

Crystal Park

62-64 bd Victor Hugo

92200

Neuilly

BUR017

Messine

7-9 av de Messine

75008

Paris

BUR020

Nanterre toile Parc

123 rue Salvador Allende

92000

Nanterre

BUR021

Evry Europen

98-114-128 alle des Champs lyses

91080

Courcouronnes

BUR022

Link Grenelle

28-32 bd de Grenelle

75015

Paris

BUR024

La Factory Boulogne

53 av mile Zola

92100

Boulogne

BUR514

Neuilly Charles De Gaulle

93 av Charles de Gaulle

92200

Neuilly

BUR515

Neuilly Dulud

22 rue Jacques Dulud

92200

Neuilly

PAT = Business Parks


Rf.

Site name

Adresses

Artois - Parc Pont de Flandre

75019 Paris

PAT014

Le Brabant - Parc Pont de Flandre

75019 Paris

PAT025

025 - Parc Pont de Flandre

75019 Paris

PAT026

026 - Parc Pont de Flandre

75019 Paris

PAT028

Beauvaisis - Pont de Flandre

75019 Paris

PAT029

029 - Pont de Flandre

75019 Paris

032/033 - Pont de Flandre

75019 Paris

PAT034

034 - Pont de Flandre

75019 Paris

PAT601

Millnaire 1

75019 Paris

PAT602

Millnaire 2

75019 Paris

PAT521

0521 - Pilier CFI

93300 Aubervilliers

PAT557

0557 - Pilier CFI

93300 Aubervilliers

PAT010/PAT011/PAT012

PAT032/PAT033

278

ICADE 2012 FINANCIAL AND LEGAL REPORT

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Rf.

Site name

Adresses

PAT112

112 - Parc des Portes de Paris

93200 St-Denis

PAT113

113 - Parc des Portes de Paris

93200 St-Denis

PAT123

123 - Parc des Portes de Paris

93200 St-Denis

PAT134

134 - Parc des Portes de Paris

93200 St-Denis

PAT264

264 - Parc des Portes de Paris

93300 Aubervilliers

265 269 - Parc des Portes de Paris

93300 Aubervilliers

270 - Parc des Portes de Paris

93000 Aubervilliers

PAT265/266/267/268/269
PAT270

ANNEX 2
METHODOLOGY NOTE ON EPRA - GRI INDICATOR SHEETS
Env 01 Total consumption of electric energy

EPRA BPR IFT Indicator-Env.01

Denition of the indicator


The quantity of energy and the type of primary source which
the organization indirectly uses via the purchase of electricity,
information on the efforts it is making to manage its environmental
impacts and reduce its contribution to climate change. (Source:
EPRA BPR September 2011)
This indicator:

represents the total consumption of primary energy in the


form of electricity for each office asset, expressed in kWh;

Standard: [GRI: EN4]

represents the electricity purchased by the asset manager


(communal areas) and by its occupants (privates areas), for
all direct or indirect uses of the electricity (lighting, heating,
ventilation, cooling, IT and office equipment);

is used to measure the energy necessar y for the


production and delivery of electricity implying a significant
energy consumption upstream from the organization.
This information also allows calculation of the indirect
greenhouse gas emissions.

Calculation or estimation rules


The indicator is calculated using the following process:
Collect power
purchase
agreements
between the asset
manager and the
occupants (tenant
survey)

Verify contracts
using the electricity
distribution diagrams for
the asset

Verify completeness of
the data collected
Collect
consumption data
based on the
invoices issued by
the supplier(s) for
an entire financial
year

Verify data using prior


years and contractual
terms

Estimate missing
data

Note 1

Convert
consumption data

Indicator: Total
electricity
consumption in
kWhpe

Note 2

ICADE 2012 FINANCIAL AND LEGAL REPORT 279

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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Note 1: Estimation of missing data, if any, according to the following


rules:

data partially missing in the history of a purchasing contract:

a. from the data for the previous or next year, if available,

b. by interpolation between adjacent available data, if not;

data missing because of no response from tenants: after an


unsuccessful reminder, estimate using the data available from
other tenants for the assets in question (weighted areas);

ENV 02 Total consumption of energy


provided by urban networks

Note 2: Conversion of the total electricity consumption expressed


as final energy into primary energy using the coefficient 2.58
(Thermal Regulation TR 2012).
The indicator is finally expressed as kWh pe

EPRA BPR Indicator: IFT-Env.02

Standard: [GRI: EN4]

assets, supplied by the urban networks. These supplies are


generally expressed in kWh;

Denition of the indicator


The quantity of energy and the type of primary source which
the organization indirectly uses via its purchases, information on
the efforts it is making to manage its environmental impacts and
reduce its contribution to climate change.
(Source: EPRA BPR September 2011)
This indicator:

data from vacant areas, estimated from the data measured


or estimated from occupied private areas, weighted monthly
by occupancy rates (source: Icade Property Investment
financial reporting).

represents the total consumption of primary energy in the


form of heat (steam or air) or cold (ice water) for each office

represents the total heat or cold purchased by the manager


of the asset (communal areas) and by its occupants (private
areas) for all heating or cooling uses;

is used to measure the energy necessary to produce


and deliver heat or cold implying a significant energy
consumption upstream from the organization. This
information also allows calculation of the indirect emissions
of greenhouse gases.

Calculation or estimation rules


The indicator is calculated using the following process:
Collect heating or
cooling purchase
agreements
between the asset
manager and the
occupants (tenant
survey)

Verify contracts
using the heating and
cooling distribution
diagrams for the asset

Verify completeness
of the data collected
Collect
consumption data
based on the
invoices issued by
the supplier(s) for
an entire financial
year

Verify data using


prior years and
contractual terms

280 ICADE 2012 FINANCIAL AND LEGAL REPORT

Estimate missing
data

Note 1

Convert
consumption data

Note 2

Indicator: Total
consumption of
energy from urban
networks,
in kWhpe

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Note 1: Estimation of missing data, if any, according to the


following rules:

data partially missing in the history of a purchasing contract:

from the data for the previous or next year, if available,

by interpolation between adjacent available data, if not;

data missing because of no response from tenants: after an


unsuccessful reminder, estimate using the data available
from other tenants for the assets in question (weighted
areas).

Note 2: Conversion of the total consumption measured (from


bills) or estimated, expressed as final energy, into primary energy
using a conversion coefficient of 1 (Thermal Regulation TR 2012).
The indicator is finally expressed in kWh pe

EnV 03 Total consumption of energy provided


by fuels

EPRA BPR Indicator: IFT-Env.03

Denition of the indicator


The information on the organizations energy consumption via
primary sources may allow an assessment of the requirements
which may be imposed by the new environmental regulations,
such as the Kyoto Protocol.
The consumption of fossil fuels is a major source of greenhouse
gas emissions and the organizations energy consumption directly
leads to these emissions.

Standard: [GRI: EN4]

non-renewable sources of direct energy such as coal, natural gas


and the fuels obtained by distillation of crude oil: gasoline, diesel,
gas oil, liquefied petroleum gas (LPG), compressed natural gas
(CNG), liquefied natural gas (LNG), butane, propane, ethane, etc.
In the case of Icades office assets, only natural gas is used.
This indicator represents the total fuels purchased by the asset
manager (common areas) and by the occupants (private areas)
for heating uses.

(Source: EPRA BPR September 2011)


This indicator represents the total consumption of primary energy
in the form of fuels for each office asset. These fuels may be

Calculation or estimation rules


The indicator is calculated using the following process:
Collect natural gas
purchase
agreements
between the asset
manager and the
occupants (tenant
survey)

Verify contracts
using the natural gas
distribution diagrams
for the asset

Verify completeness
of the data collected
Collect
consumption data
based on the
invoices issued by
the supplier(s) for
an entire financial
year

Estimate missing
data

Verify data using


prior years and
contractual
terms

Note 1: Estimation of missing data, if any, according to the following


rules:

data partially missing in the history of a purchasing contract:

from the data for the previous or next year, if available,

Note 1

Convert
consumption data

Note 2

Convert the total


gas consumption
measured

Indicator: Total
consumption of
energy from fuel,
in kWhpe

Note 3

by interpolation between adjacent available data, if not;

data missing because of no response from tenants: after an


unsuccessful reminder, estimate using the data available
from other tenants for the assets in question (weighted
areas).

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CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


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ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Note 2: Conversion of the consumption data expressed in m3 into


kWh GCV (Gross Calorific Value) by introducing two coefficients
(these coefficients are variable and are indicated on the suppliers
bills), that represent:

Pressure Temperature Altitude: conditions of pressure,


temperature and altitude at the delivery point (Consumption
Point);

Direct greenhouse gas emissions

calorific value in kWh/m 3: variable as a function of the


origin of the gas.

Note 3: Conversion of the total gas consumption measured (on


bills) or estimated, expressed as final energy, into primary energy
using the coefficient 1 (Thermal Regulations TR2012).
The indicator is finally expressed in kWh pe

EPRA BPR Indicator: IFT-Env.04

Denition of the indicator


Greenhouse gas emissions are the principal cause of climate
change and are defined by the United Nations Framework
Convention on Climate Change (UNFCCC) and the Kyoto Protocol
which followed.
The six principal greenhouse gases emitted are:

Standard: [GRI: EN16]

and sulphur hexafluoride (SF6).

(Source: EPRA BPR September 2011)


This indicator represents the direct greenhouse gas emissions
resulting from combustion; for example, those generated by
boilers located on the organizations site which burn fuels in
order to produce heat.
The emissions resulting from direct energy consumption can
be calculated using data recovered by the indicator IFT-Env.03.

carbon dioxide (CO 2 );

methane (CH 4 );

nitrous oxide (N 2O);

hydrofluorocarbons (HFC, set of compounds);

perfluorinated hydrocarbons (PFC, set of compounds);

The carbon equivalent of a gas is obtained by multiplying the


quantity of gas in tonnes by a conversion coefficient defined
by the legislation.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect total fuelbased energy


consumption

Verify the
data collected

Note 1

Convert
consumption data

Indicator: Direct
greenhouse gas
emissions in metric
tonnes of CO2e

Note 2

Note 1: This consumption, expressed in kWhfe , is taken from the


process to calculate the indicator IFT-Env.03, before conversion
into primary energy.

This coefficient is taken from the Order of 8 February 2012


amending the order of 15 September 2006 on energy performance
diagnostics for existing buildings.

Note 2: Conversion into metric tonnes of CO2e (equivalent carbon)


by applying the natural gas coefficient: 0.234.

Source data
The source data are the total energy consumption supplied by
the fuels: Indicator IFT-Env.03 expressed in kWhfe .

282

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CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Indirect greenhouse gas emissions

EPRA BPR Indicator: IFT-Env.05

Denition of the indicator


Greenhouse gas emissions are the principal cause of climate
change and are defined by the United Nations Framework
Convention on Climate Change (UNFCCC) and the Kyoto Protocol
which followed.
The six principal greenhouse gases emitted are:

carbon dioxide (CO 2 );

methane (CH 4 );

nitrous oxide (N 2O);

hydrofluorocarbons (HFC, set of compounds);

Standard: [GRI: EN16]

perfluorinated hydrocarbons (PFC, set of compounds);

and sulphur hexafluoride (SF6).

(Source: EPRA BPR September 2011)


This indicator represents the indirect emissions which are
greenhouse gas emissions generated by the production of
electricity, heat, steam or cold imported and consumed by the
organization.
The emissions resulting from indirect energy consumption can
be calculated using data recovered by the indicators IFT-Env.01
and IFT-Env.02.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect total
consumption of
energy provided by
the urban networks

Verify the
data collected

Indicator: Indirect
greenhouse gas
emissions in metric
tonnes of CO2e

Convert
consumption data

Note 2

Note 1

Note 3

Note 1: This consumption expressed in kWh fe come from the


process to calculate the indicators IFT-Env.01and IFT-Env.02,
before conversion into primary energy.

Note 3: Conversion of the electricity consumed (excluding


renewable-based electricity used in the building ): by the
coefficient 0.084.

Note 2: Conversion into metric tonnes of CO2e (equivalent Carbon)


by applying coefficients that represent the potential for global
warming of the urban networks to which the Icade assets are
connected:

These coefficients are taken from the Order of 8 February 2012


amending the order of 15 September 2006 on energy performance
diagnostics for existing buildings).

Source data
Urban networks

Heat

Cold

Paris CPU and neighbouring


communities

0.197

ENERTHERM Network la Dfense

0.271

0.011

S.U.C Issy-les-Moulineaux

0.014

IDEX Boulogne

0.025

The source data is the total consumption of energy supplied by the


urban networks: indicator IFT-Env.02 expressed in kWhfe and total
electricity consumption: indicator IFT-Env.01 expressed in kWhfe.

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ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Water consumption by source

EPRA BPR Indicator: IFT-Env.06

Denition of the indicator


The total volume of water taken, in cubic metres per year (m3/yr),
may come from the following supply sources:

surface waters, including the water from flood plains, rivers,


lakes and oceans;

water table;

rain water collected directly by the organization and stored;

wastewater, via another organization;

Standard: [GRI: EN8]

and city water or other water supply sources.

(Source: EPRA BPR September 2011).


In Icades case, the only source of supply is city water or other
water supply sources.
This indicator represents the annual volume of water purchased
by the asset manager for the communal areas or the private areas
and, if applicable, by tenants who have signed a direct contract
with a water supplier.

Calculation or estimation rules


The indicator is calculated using the following process:
Collect water
purchase
agreements
between the asset
manager and the
occupants (tenant
survey)

Verify contracts using


the water distribution
diagrams for the asset

Verify completeness
of the data collected
Collect
consumption data
based on the
invoices issued by
the supplier for an
entire financial year

284

data partially missing in the history of a purchasing


contract:

from the data for the previous or next year, if available;

by interpolation between adjacent available data,


if not,

data missing because of no response from tenants: after


an unsuccessful reminder, estimate using the data available
from other tenants for the assets in question (weighted
areas);

ICADE 2012 FINANCIAL AND LEGAL REPORT

Indicator: Water
consumption by
source in m3

Note 1

Verify data using prior


years and contractual
terms

Note 1: Estimation of missing data, if any, using the following rules:

Estimate missing
data

data for vacant areas, estimated using data measures or


estimated from occupied private areas, weighted monthly
by occupancy rates.

(Source: Icade Property Investment financial reporting).


The indicator is finally expressed in m 3 .

Source data
The source data is the total consumption of water supplied by
water distribution utility providers.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Total mass of waste by type and treatment


method

EPRA BPR Indicator: IFT-Env.07

Standard: [GRI: EN22]

This indicator represents the annual quantity of waste generated


by the organization through its activities, by separating:

Denition of the indicator


The data for the production of waste over several years provides
information on the progress and efforts made by the organization
to reduce it.
The information on the destination of the waste allows an
evaluation of how the organization manages, in a balanced way,
the treatment options and variable environmental impacts.
(Source: EPRA BPR September 2011)

hazardous waste (at the time it is produced, as defined by


national legislation);

non-hazardous waste (any other form of solid or liquid


waste, with the exception of wastewater).

This percentage of waste is analysed by treatment methods or


otherwise, in two categories:

recyclable waste: waste that has been sorted at the source;

unrecyclable waste: waste that has not been sorted at


the source.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect waste management


service purchase
agreements between the
asset manager and the
occupants (tenant survey)
Convert data expressed in
number of containers
based on density
coefficients for these
containers

Verify data using prior


years and contractual
terms

Break down the total waste


generated by hazardous vs.
non-hazardous and based on
the waste categories in the
Environmental Code

Verify completeness
of the data collected

Collect waste generation


data based on the invoices
or pick-up slips issued by
the waste management
service provider(s) for an
entire financial year

Note 1: Estimation of missing data, if any, according to the following


rules:

Estimate missing
data

Indicator:
Total mass of waste
by type and
method of
treatment in
tonnes of waste
generated

Note 1

data from vacant areas, estimated from the data measured


or estimated from occupied private areas, weight monthly
by occupancy rates.

data partially missing in the history of a purchasing contract:

from the data for the previous or next year, if available;

(Source: Icade Property Investment financial reporting).

by interpolation between adjacent available data, if not,

data missing because of no response from tenants: after an


unsuccessful reminder, estimate using the data available
from other tenants for the assets in question (weighted
areas and similar activities);

The indicator is finally expressed in tonnes of waste


generated.

Source data
The source data are the bills or collection sheets issued by the
provider of waste treatment services.

ICADE 2012 FINANCIAL AND LEGAL REPORT 285

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Env 08 Percentage of waste by type and


treatment methods

EPRA BPR Indicator: IFT-Env.08

Standard: SO

This indicator represents the annual quantity of waste generated


by the organization through its activities, by separating:

Denition of the indicator


The data for the production of waste over several years provides
information on the progress and efforts made by the organization
to reduce it.
The information on the destination of the waste allows an
evaluation of how the organization manages, in a balanced way,
the treatment options and variable environmental impacts.
(Source: EPRA BPR September 2011).

hazardous waste (at the time it is produced, as defined by


national legislation);

non-hazardous waste (any other form of solid or liquid


waste, with the exception of wastewater).

This percentage of waste is analysed by treatment methods or


otherwise in two categories:

recyclable waste: waste that has been sorted at the source;

unrecyclable waste: waste that has not been sorted at


the source.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect the
indicator values for
IFT-Env.07

Calculate
percentages for
waste types and
treatment method

Indicator:
Percentage of the
total mass of waste
generated each
year

Source data
The source data are the values of the indicator Env.07.

Env 09 Energy intensity of the assets


(in kWhpe /m2 /yr)

EPRA BPR indicator: IFT-Env.09

Denition of the indicator


This indicator represents the energy performance of an asset
defined by the ratio:
annual quantities of kWh consumed
Total net floor area (in m2 )
Annual quantities represent:

286

the electric energy consumed in the common areas and


the private areas, for all lighting, heat, ventilation, cooling,
office IT equipment, technical activities, etc.);

the energy consumed in the form of heat (steam or air)


or cold (ice water), provided by the collective heating or
cooling networks;

ICADE 2012 FINANCIAL AND LEGAL REPORT

Standard: [GRI: CRESS CRE1]

the energy consumed in the form of heat (steam or air)


supplied by private boilers.

The indicator is established from the values of indicators IFT-Env.01


to IFT-Env.03 included. Therefore, the indicator is established
by full occupancy of the asset in question; therefore, this is the
intrinsic energy intensity of the asset.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Calculation or estimation rules


The indicator is calculated using the following process:

Collect the
indicator values for
IFT-Env.01 to
IFT-Env.03 inclusive

Collect the net


floor area of the
asset in question

Add up the
indicator values

Indicator: Energy
intensity of the
asset expressed in
kWhpe /m2/year

Calculate the
indicator

Note 1

Note 1: Calculation of the indicator by dividing the total of the


consumption by the net floor area.

Source data
The source data are:

The indicator is finally expressed in kWh pe /m2 /year.

Env 10 Energy intensity of the assets


(in kWhpe /person/year)

the values of indicators IFT-Env.01 to IFT-Env.03 inclusive,


for the asset in question;

the net floor surface area expressed in m2 of the asset in


question.

EPRA BPR indicator: IFT-Env.10

Denition of the indicator


This indicator represents the energy performance of an asset
defined by the ratio:
Annual quantities of kWh consumed
Number of occupant persons
Annual quantities represent:

the electric energy consumed in the communal areas and


the private areas, for all lighting, heat, ventilation, cooling,
office IT equipment, technical activities, etc.);

Standard: [GRI: CRESS CRE1]

the energy consumed in the form of heat (steam or air)


or cold (ice water), provided by the collective heating or
cooling networks;

the energy consumed in the form of heat (steam or air)


supplied by private boilers.

The indicator is established from the values of indicators IFT-Env.01


to IFT-Env.03 included. Therefore, the indicator is established
for full occupancy of the asset in question; therefore, this is the
intrinsic energy intensity of the asset.

Calculation or estimation rules


The indicator is calculated from the following process:

Collect the
indicator values for
IFT-Env.01 to
IFT-Env.03 inclusive

Add up the
indicator values

Collect the net


floor area of the
asset in question

Estimate the
number of
occupants

Calculate the
indicator

Note 1

Note 1: Estimatation of the number of occupants from the net floor


surface area of the asset in question, divided by 15 m2 /person.

Indicator: Energy
intensity of the
asset expressed in
kWhpe
/person/year

Note 2

Source data
The source data are the:

Note 2: Calculation of the indicator by dividing the total


consumption by the number of individual occupants.
The indicator is finally expressed in kWh pe /person/year.

the values of the indicators IF T-Env.01 to IF T-Env.03


inclusive, for the asset in question;

the net floor surface area, expressed in m2 , of the asset


in question.

ICADE 2012 FINANCIAL AND LEGAL REPORT 287

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Water intensity of the asset (in m 3/m2 /year)

EPRA BPR indicator: IFT-Env. 11

Denition of the indicator


This indicator represents the energy performance of an asset
defined by the ratio:

Standard: [GRI: CRESS CRE2]

The indicator is established from the values of the indicator


IFT-Env.06. Therefore, the indicator is established for full occupancy
of the asset in question; it is, therefore, the intrinsic water density
of the asset.

Annual quantities of water consumed (in m 3)


Total net floor surface area (in m2 )
Annual quantities represent the quantity of water consumed, all
sources combined.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect the annual


indicator value for
IFT-Env.06

Collect the net


floor area of the
asset in question

Calculate the
indicator

Indicator: Water
intensity of the
asset expressed in
m3/m2/year

Note 1

Note 1: Calculation of the indicator by dividing annual water


consumption by net floor surface area.

Source data
The source data is:

The indicator is finally expressed in m 3/m2 /year.

288 ICADE 2012 FINANCIAL AND LEGAL REPORT

the annual value of the indicator IFT-Env.06, for the asset


in question;

the net floor surface area expressed in m2 of the asset in


question.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Water intensity of the asset


(in litres/person/day)

EPRA BPR indicator: IFT-Env.12

Standard: [GRI: CRESS CRE2]

Annual quantities represent the quantity of water consumed, all


sources combined.

Denition of the indicator


This indicator represents the energy performance of an asset
defined by the ratio:
3

1 000* Annual quantities of water consumed (in m )


Number of occupants *Number of days worked/year

The indicator is established from the values of the indicator IFTEnv.06. Therefore, the indicator is established for full occupancy
of the asset in question; it is, therefore, the intrinsic water density
of the asset.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect the annual


indicator value for
IFT-Env.06

Collect the net


floor area of the
asset in question

Estimate the
number of
occupants

Research the
number of days
worked per year

Note 1

Note 1: Estimate of the number of occupants from the net floor


surface area of the asset in question, divided by 15 m2 /person
(usual value).

Note 2

Calculate the
indicator

Indicator: Water
intensity of the
asset expressed in
litre/person/day

Note 3

In 2012, this number of days worked is 219, corresponding to


366-104-10-25-8.
The indicator is finally expressed in litres/person/day.

Note 2: Search for the number of days worked per year. This
number of days is calculated according to the following rules:

Source data

a. number of calendar days in the year: 365 or 366;

The source data is:

b. number of weekend days (Saturday and Sunday): 104 to 105;

the annual value of the indicator IFT-Env.06 for the asset


in question;

c. number of holidays (including Pentecost Monday) in the year:


variable from 6 to 10 days per year;

the net floor surface area of the asset in question, expressed


in m2;

d. number of legal days for paid vacation days (excluding RTT


comp days): 25;

the number of days worked per year;

the number of m2 of net floor area per occupant.

e. number of RTT comp days: 8.

ICADE 2012 FINANCIAL AND LEGAL REPORT 289

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Carbon intensity of the asset


(in Kg CO2e /m2 /year)

EPRA BPR indicator: IFT-Env.13

Denition of the indicator


This indicator represents the carbon performance of an asset
defined by the ratio:

the indirect greenhouse gas emissions generated by the


production of electricity, heat or steam imported and
consumed by the organization.

The indicator is established from the values of indicators IFT-Env.04


to IFT-Env.05 inclusive. Therefore, the indicator is established for
full occupancy of the assets; it is, therefore, the intrinsic energy
intensity of the asset.

1 000* Annual quantities of equivalent carbon emitted


Total net floor surface area (in m2 )
Annual quantities of carbon equivalent emitted represent:

Standard: [GRI: CRESS CRE3]

the direct greenhouse gas emissions generated by the


boilers within the organization, which burn fuels in order
to produce heat;

Calculation or estimation rules


The indicator is calculated using the following process:

Collect the
indicator values for
IFT-Env.04 and
IFT-Env.05

Add up the
indicator values

Collect the net


floor area of the
asset in question

Calculate the
indicator

Indicator: Carbon
intensity of the
asset expressed in
Kg CO2e/m2/year

Note 1

Note 1: Calculation of the indicator by dividing the total


consumption * 1,000 by the net floor surface area.

Source data
The source data are:

The indicator is finally expressed in Kg CO2e /m2 /yr.

290

ICADE 2012 FINANCIAL AND LEGAL REPORT

the values of the indicators IF T-Env.04 to IF T-Env.05


inclusive, for the asset in question;

The net floor surface area of the asset in question expressed


in m2.

CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY DECLARATIONS REQUIRED BY


DECREE 2012-557 DEFINING CORPORATE SOCIAL AND
ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

Carbon intensity of the asset (in Kg CO2e /person/year)

EPRA BPR indicator: IFT-Env.14

Standard: [GRI: CRESS CRE3]

Annual quantities of carbon equivalent emitted represent:

Denition of the indicator


This indicator represents the carbon performance of an asset
defined by the ratio:
1 000* Annual quantities of carbon equivalent emitted
Number of occupants

the direct greenhouse gas emissions generated by the


boilers within the organization, which burn fuels in order
to produce heat;

the indirect greenhouse gas emissions generated by the


production of electricity, heat or steam imported and
consumed by the organization.

The indicator is established from the values of indicators IFT-Env.04


to IFT-Env.05 inclusive. Therefore, the indicator is established for
full occupancy of the assets; it is, therefore, the intrinsic energy
intensity of the asset.

Calculation or estimation rules


The indicator is calculated using the following process:

Collect the
indicator values
for IFT-Env.04 and
IFT-Env.05

Add up the
indicator values

Collect the net


floor area of the
asset in question

Estimate the
number of
occupants

Note 1

Note 1: Estimate established from the net floor surface area of


the asset in question, divided by 15 m2 /person ( normal value).

Calculate the
indicator

Indicator: Carbon
intensity of the
asset, expressed in
Kg CO2e/person/
year

Note 2

Source data
The source data are:

Note 2: Calculation of the indicator by dividing the total


consumption * 1,000 by the number of occupants.

the values of the indicators IF T-Env.04 to IF T-Env.05


inclusive, for the asset in question;

The indicator is finally expressed in Kg CO2e/person/year.

The net floor surface area of the asset in question expressed


in m2.

ICADE 2012 FINANCIAL AND LEGAL REPORT 291

292

ICADE 2012 FINANCIAL AND LEGAL REPORT

Declaration of
completeness and
limited assurance report
from the independent
auditor regarding
labour-related,
environmental and
social information

ICADE  2012 FINANCIAL AND LEGAL REPORT 293

DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE REPORT FROM THE INDEPENDENT


AUDITOR REGARDING LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION

Chapter 10

Declaration of completeness
and limited assurance report
from the independent auditor
regarding labour-related,
environmental and social
information
FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012
To the management,
As per the request submitted to us and in our capacity as Icades statutory auditors, we present our report on the consolidated labour,
environmental and social information presented in Chapter V Social and environmental responsibility of the management report
drawn up for the year ended 31 December 2012 pursuant to the provisions of Article L. 225-102-1 of the Commercial Code.

Managements responsibility
It is the Board of Directors responsibility to draw up a management report consisting of the consolidated labour, environmental and
social information required under Article R. 225-105-1 of the Commercial Code (hereinafter referred to as the Information), presented
in accordance with the framework used by Icade (the Framework) and available from the Audit, Risk Management and Sustainable
Development Department.

Independence and quality control


Our status as independent auditors is defined by regulation, the professional code of ethics and the provisions set forth by
Article L. 822-11 of the Commercial Code. Furthermore, we implemented a quality control system that consists of documented
procedures and policies to ensure compliance with rules governing professional ethics and conduct, professional standards and the
applicable laws and regulations.

Independent auditors responsibility


It is our duty, based on our review:

294

to confirm that the required information has been included in the management report or, if it is missing, that such absence be
explained pursuant to the third paragraph of Article R. 225-105 of the Commercial Code and Decree no. 2012-557 of 24 April 2012
(declaration of completeness);

ICADE  2012 FINANCIAL AND LEGAL REPORT

DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE REPORT FROM THE INDEPENDENT


AUDITOR REGARDING LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION

to draw a conclusion expressing limited assurance regarding the fact that the information is present, in all significant aspects,
and that it has been presented truthfully in accordance with the Framework used (limited assurance report).

As part of this engagement, we called on our expertise in corporate social responsibility and sustainable development.

1.

DECLARATION OF COMPLETENESS

We carried out the following tasks in accordance with the professional standards applicable in France:

we compared the Information presented in the management report to the list required under Article R. 225-105-1 of the French
Commercial Code;

we verified that the Information covers the entire scope of consolidation, i.e., the company, its subsidiaries as defined under
Article L. 233-1 and the companies that it controls as defined under Article L. 233-3 of the Commercial Code, the limits of this
scope being specified in Chapter V of the management report and its appendices;

if certain consolidated information was missing, we verified that explanations were provided in accordance with the provisions
of Decree no. 2012-557 of 24 April 2012.

On the basis of this work, we certify that the required Information is present in the management report.

2.

LIMITED ASSURANCE REPORT

Nature and scope of the work


We performed our engagement in accordance with ISAE 3000 (International Standard on Assurance Engagements) and with the
professional standards applicable in France.
We carried out the following tasks in order to obtain a limited level of assurance that the Information is free of material misstatement
that would suggest that it is not truthful, in all significant aspects, in accordance with the Framework. A higher level of assurance would
have required additional verifications.
We carried out the following tasks:

we confirmed that the Framework is appropriate as regards its relevance, comprehensiveness, impartiality, clarify and reliability,
taking into consideration any best practices used in the sector;

we verified that the Group has a process in place for the gathering, compilation, processing and auditing of information to ensure
comprehensiveness and consistency. We examined the internal control and risk management procedures relative to the preparation
of the Information. We met with personnel responsible for the reporting of labour-related, environmental and social information;

we selected the consolidated information to be tested (1) and determined the type and scope of the tests considering their
significance given the social and environmental consequences related to the Groups business activities and characteristics as
well as its social commitments.

Regarding the consolidated quantitative information that we deemed most significant:


we carried out analytical procedures and verified the calculations performed and the consolidation of this information on the
basis of tests;

we met with personnel in the Audit, Risks and Sustainable Development Department, the Human Resources Department , the
Property Investment Division and the Property Development Division to verify that procedures were being applied correctly
and to obtain the information we needed to proceed with our verifications;

(1) Employees at 31 December 2012, employees at 31 December 2012 by geographical zone, breakdown of employees by age and gender, overview of collective
bargaining agreements, number and frequency of occupational accidents, severity rate of occupational accidents, occupational diseases, number of employees
#  # }  ;    " &\]  # }" $ &#   $ &#  ; &  }   }" "$
received sustainable development training, total electricity consumption (Property Investment), total energy consumption of the heating or cooling systems
(Property Investment), total fuel consumption (Property Investment), nationwide energy consumption (Property Development), number of kWh/year
generated by solar thermal panels (Property Development), direct greenhouse gas emissions (Property Investment), indirect greenhouse gas emissions
(Property Investment), total greenhouse gas emissions (Property Development), number of people trained on anti-money laundering issues, measures
taken to promote consumer health and safety.

ICADE  2012 FINANCIAL AND LEGAL REPORT 295

DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE REPORT FROM THE INDEPENDENT


AUDITOR REGARDING LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION

we carried out tests of details based on samplings to verify the calculations performed and to reconcile the data with
supporting documentation;

the sampling used represented 100% of employees and 100% of the quantitative environmental information tested;

as for the qualitative information that we deemed most significant, we met with personnel and reviewed the corresponding
documentary sources to corroborate this information and assess its truthfulness.

For the other published consolidated information, we assessed its truthfulness and consistence based on our knowledge of the
company and, where applicable, by meeting with personnel and consulting documentary sources.

Lastly, we did not assess the accuracy of the statements relative to the absence of certain information, where applicable.

CONCLUSION
Our verifications found no material misstatements suggesting that the Information was not reported, in all significant aspects, truthfully
and in accordance with the Framework.

Signed in Paris La Dfense on 20 February 2013


Mazars

296

Jrme de Pastors

Emmanuelle Rigaudias

Partner

Partner, CSR & Sustainable Development

ICADE  2012 FINANCIAL AND LEGAL REPORT

DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE REPORT FROM THE INDEPENDENT


AUDITOR REGARDING LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION

ICADE  2012 FINANCIAL AND LEGAL REPORT 297

Additional
information
1. Information on the issuer and its capital ................................ 300
1.1.
1.2.
1.3.
1.4.
1.5.
1.6.
1.7.

Legal information on the issuer ................................................................................ 300


Articles of Association ............................................................................................... 300
Information on capital ............................................................................................... 302
Distribution of capital ................................................................................................ 309
Subsidiaries and holdings .......................................................................................... 312
Events occurring after the close ............................................................................... 314
Items that could have a bearing on a takeover bid .................................................. 314

2. Equity market of the company ................................................... 315


3. Exceptional events ........................................................................ 316
4. Attribution of results and distribution policy ........................ 316
4.1. History of dividends and attribution proposal ......................................................... 316
4.2. Summary of nancial data for the past  ve years .................................................... 317

5. Information on payment schedules ......................................... 318


6. Insurance and disputes ................................................................ 319
6.1. Insurance .................................................................................................................... 319
6.2. Disputes ...................................................................................................................... 321

298

ICADE 2012 FINANCIAL AND LEGAL REPORT

7. Risk management and control ................................................... 321


7.1.
7.2.
7.3.
7.4.
7.5.
7.6.
7.7.

Legal and scal risks .................................................................................................. 321


Technical and environmental risks ........................................................................... 323
Risks associated with the property market .............................................................. 324
Operational risks ........................................................................................................ 324
Credit and/or counterparty risks .............................................................................. 327
Liquidity risks ............................................................................................................. 327
Market risks ................................................................................................................ 327

8. Employee shareholding ............................................................... 329


8.1. Employee shareholding ............................................................................................. 329

9. Administration and management ............................................. 337


9.1. Bodies ......................................................................................................................... 337
9.2. Remuneration and benets for corporate o? cers .................................................. 353
9.3. Board of directors committees ................................................................................ 357

10. Persons responsible...................................................................... 358


10.1. Person responsible for this document ..................................................................... 358
10.2. Declaration by the person responsible for this document ..................................... 358
10.3. Statutory auditors ...................................................................................................... 358
10.4. Fees of the legal auditors and members of
their networks for 2011 ............................................................................................. 359
10.5. Persons responsible for the nancial information .................................................. 359
10.6. Persons responsible for shareholder information ................................................... 359

11. Information from third parties, survey declarations and


declarations of interest - appraisers condensed report .... 360
11.1. General background of the valuation mission ......................................................... 360
11.2. Conditions for performing the assignment ............................................................. 360
11.3. Overall market value on 31 December 2012 ............................................................ 361
11.4. General comments .................................................................................................... 361

ICADE 2012 FINANCIAL AND LEGAL REPORT 299

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

Chapter 11

Additional
information
1. Information on the issuer and its capital
1.1.

LEGAL INFORMATION ON THE ISSUER

1.2.

1.1.1.

Company name

The provisions of the Articles of Association as described in this


paragraph are those which have applied since being adopted by
the Companys Combined Ordinary and Extraordinary Meeting
of 30 November 2007.

The name of the Company is Icade following the change of name


from Icade Emgp decided by its shareholders at the Combined
Ordinary and Extraordinary General Meeting of 30 November 2007.

1.1.2.

Commercial and companies register

The Company is registered in the Paris Commercial and Companies


Register under no. 582 074 944. The Companys SIRET number
(Company ID) is 582 074 944 00650. Its NAF code (tax ID) is 6820 B.

1.1.3.

1.2.1.

the acquisition, construction and operation, in any form


whatsoever, of all property, land and property rights or
buildings located in France or abroad and in particular all
business premises, offices, shops, dwellings, warehouses or
public salesrooms, restaurants, drinks outlets, any means
of communication, all stocks and shares, corporate rights
and all assets constituting incidentals or appendices to
the said assets;

the realization of all studies relating to those business


activities, both for its own account and that of its subsidiaries
or third parties;

all transport, transit and handling operations, transport


commission, transport auxiliary and related activities;

all assistance and all ser vices of an administrative,


accounting, financial and management nature to all
subsidiaries and holdings as well as the contribution to the
companies in its Group of all material or financial resources,
particularly for the reali sation of treasury operations,
ensuring or encouraging their development as well as
carrying out or assisting with all economic, technical, legal,
financial or other studies without any restriction other than
compliance with current legislation;

estate agency business and everything relating to property,


chattel or commercial negotiation as an intermediary.

Date of constitution and life of the Company

Registered o}ce, legal form and applicable


legislation

The Companys registered office is situated at:


35, rue de la Gare
75019 Paris
Tel: 01 41 57 70 00
Fax: 01 41 57 80 32
Website: www.icade.fr
The Company is a socit anonyme with a Board of Directors
governed by all current legal and regulatory provisions applicable
to commercial companies as well as the provisions of its Articles
of Association.

300 ICADE 2012 FINANCIAL AND LEGAL REPORT

Corporate purpose (Article 2 of the Articles of


Association)

The purpose of the Company shall be:

The Company was registered in the Paris Commercial and


Companies Register on 27 October 1955. It shall terminate on
31 December 2098, unless it is extended or prematurely dissolved
as provided in the legal provisions and Articles of Association.

1.1.4.

ARTICLES OF ASSOCIATION

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

To that end, the creation, acquisition, leasing, installation and


operation of all establishments relating to the estate agency
business;

the exercise of all property management mandates and in


particular collection of rents and tenants charges;

all operations related to the operating costs of buildings or


services rendered to the occupants of buildings;

the Company taking a direct or indirect interest or holding


in all industrial, commercial or financial, property or chattel
activities or operations, in France or abroad, of any kind,
in any form whatsoever existing or future, provided those
activities or operations directly or indirectly relate to the
corporate purpose or similar related or complementary
purposes;

and more generally speaking, all operations of any kind


whatsoever, whether economic or legal, financial, civil or
commercial, which may directly or indirectly relate to the
corporate purpose or any similar related or complementary
purposes.

1.2.2.3. Payment for shares


The value of shares issued by way of increase in capital and to
be paid for in cash is payable under the conditions laid down by
the legal and regulatory provisions then applicable.
Calls for funds shall be brought to the attention of subscribers
and shareholders at least two weeks before the date set for each
payment by means of a notice inserted in a legal announcements
newspaper in the location of the registered office or by personal
registered letter.
Any delay in paying any sums due on the unpaid value of the shares
shall, automatically and without the need for any formalities,
entail payment of interest calculated pro rata temporis at the
legal interest rate plus two hundred (200) basis points without
prejudice to any personal action that the Company may take
against the defaulting shareholder and any enforced execution
measures provided by current regulations.

1.2.3. General Meetings (Article 15 of the Articles


of Association)

1.2.2. Rights and obligations attached to the shares


(Articles 6 to 8 of the Articles of Association)

1.2.3.1. Convening of meetings

1.2.2.1. Types of shares and identities of shareholders

Shareholders meetings shall be called, held and deliberated under


the conditions provided by current regulations.

The shares, fully paid, are registered or bearer shares, at the


shareholders option, within the framework of and subject to
legal provisions then in force.
The shares give rise to an account entry under the conditions and
in accordance with the procedures provided by legal provisions
then in force and are transferred by transfer from one account
to another.
The Company may at any time request information on the
composition of its shareholders in accordance with the provisions
of Article L. 228-2 of the Commercial Code and/or any other law
which may supplement or replace it.
1.2.2.2. Rights attached to each share
The possession of one share automatically entails compliance
with the Articles of Association and decisions of the General
Meeting. Whenever it is necessary to own a certain number of
shares in order to exercise a right, it shall be up to owners who
do not own the required number to make arrangements for the
required share grouping.
All shares which make up or will make up the share capital of the
Company are entirely assimilated from the moment they bear
the same dividend rate, provided they are of the same category,
the same nominal value and paid for at the same price.
Apart from the non-pecuniary rights provided by the legal
provisions then applicable or these Articles of Association, each
share provides entitlement to a quota share of the profits or
liquidation dividend in proportion to the number of shares in
existence.

1.2.3.2. Access to meetings


General Meetings shall consist of all shareholders whose securities
are fully paid in respect of due payments and in respect of which,
in accordance with the provisions of Article R. 225-85 of the
Commercial Code, there is a proven right to attend General
Meetings by securities being registered either in the name of
the shareholder or, if the shareholder is not domiciled on French
territory, in the name of the intermediary registered on his behalf,
at midnight (Paris time) on the third working day preceding the
meeting.
The registration of the securities within the time limit mentioned
in the preceding paragraph must be either in the registered
securities accounts held by the Company or in the bearer securities
accounts held by the authorized intermediary.
Access to the General Meeting is open to its members upon
simple proof of their status and identities. If it sees fit, the Board of
Directors may give shareholders personal and named admission
cards and require these to be produced.
Any shareholder may vote by post, under legal conditions, or
may appoint his/her spouse as proxy or any other shareholder
in order to be represented at a General Meeting.
In accordance with legal and regulatory conditions, shareholders
may send their postal voting slips or proxies as well as a statement
of participation, in paper form at least three days before the
date of the General Meeting. These submission procedures
are specified by the Board of Directors in the notice of meeting. The
Board of Directors may shorten or remove this three day period.

ICADE 2012 FINANCIAL AND LEGAL REPORT 301

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

A shareholder who has already voted by postal vote, submitted


a proxy or requested his admission card or a statement of
participation may sell all or some of his shares at any time.
However, if the sale is made before midnight, Paris time, on the
third working day preceding the meeting, the Company shall
invalidate or amend accordingly, as appropriate, the postal vote,
the proxy, the admission card or statement of participation.
To this end, the authorized intermediary account holder shall
notify the Company or its representative of the sale and forward
the necessary information to it.
No sale or any other transaction carried out after midnight, Paris
time, on the third working day preceding the meeting, regardless
of the means used, shall be notified by the authorized intermediary
or taken into consideration by the Company, notwithstanding
any agreement to the contrary.
1.2.3.3. Voting rights
Each member of the meeting, whether Ordinary or Extraordinary,
shall have the same number of votes as the shares he or she
owns or represents.
1.2.3.4. Officers, attendance sheet and minutes
Meetings shall be chaired by the Chairman of the Board of Directors
or, in his absence, the Vice-Chairman or a director specially
appointed by the Board. Failing which, the meeting shall elect
its Chairman itself.

302 ICADE 2012 FINANCIAL AND LEGAL REPORT

Minutes shall be drawn up and copies shall be certified and


distributed in accordance with current regulations.
In accordance with Article L. 2323-62 of the Labour Code, two
members of the Employee-Representative Committee, appointed
by the Committee, one belonging to the category of managers,
technicians and foremen and the other to the category of
employees and labourers, also attend all meetings of the Board
of Directors in an advisory capacity.

1.3.

INFORMATION ON CAPITAL

1.3.1.

General information

1.3.1.1. Value of the share capital


Icades share capital stands at 79,263,666.20 euros, divided into
52,000,517 shares fully paid, all of the same category. As far as
the Company is aware and at the date of this annual report, none
of the Companys 52,000,517 shares have been pledged.

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

1.3.1.2. Authorized but non-issued capital

Statement of authorizations granted by the General Meetings of 15 April 2009, 7 April 2011, 26 March 2012 and
22 June 2012
Period of authorization
and expiry

Maximum nominal value


of increases in capital

Use of authorizations
in 2012

Options for subscription and/or purchase


ofshares in the Company (resolution
18 ofthe General Shareholders Meeting
of 15April2009)

Term: 38 months
from the General
Shareholders Meeting of
15 April 2009
Expiry: 14 June 2012

1.5% of diluted capital as of


the General Shareholders
Meeting of 15 April 2009
and 1% of diluted capital as
of this General Shareholders
Meeting by fiscal year (*)(**)

Authorization used of
4,027 share subscription
options each granting
the right to subscribe to
1 share

Bonus shares, existing or to be issued


(resolution 19 of the General Shareholders
Meeting of 15 April 2009)

Term: 38 months
from the General
Shareholders Meeting of
15 April 2009
Expiry: 14 June 2012

1% of the total number


of shares making up the
diluted capital on the day
on which the Board of
Directors decided to use
this authorization(*)(**)

Authorization used up to
54,480 bonus shares to
date.

Increase in capital by incorporation of reserves,


profits, issue or merger premiums or by the
contribution of any other sum for which
capitalization is permitted (resolution 15 of the
General Shareholders Meeting of 7April 2011)

Term: 26 months
from the General
Shareholders Meeting of
7 April 2011
Expiry: 6 June 2013

Maximum nominal value


of increases in capital:
15million euros(*)

Unused to date

Issue of shares with pre-emptive subscription


rights (resolution 1 of the General
Shareholders Meeting of 26 March 2012)

Term: 26 months
from the General
Shareholders Meeting of
26 March 2012
Expiry: 25 May 2014

Maximum nominal value


of increases in capital:
38million euros(*)

Unused to date

Issue of shares or other securities in the


Company or of equities providing access to
up to 10% of the Companys capital to be
used for contributions-in-kind and made
up of capital securities or equities giving
access to capital (resolution 2 of the General
Shareholders Meeting of 26 March 2012)

Term: 26 months
from the General
Shareholders Meeting of
26 March 2012
Expiry: 25 May 2014

10% of the share capital as it


stands on the date of use of
this delegation by the Board
of Directors(*)(***)

Unused to date

Issue of shares in the event that the Company


offers a takeover bid, with an exchange
component, to Silics shareholders (resolution
3 of the General Shareholders Meeting of
26March 2012)

Term: 12 months
from the General
Shareholders Meeting of
26 March 2012
Expiry: 25 March 2013

Maximum nominal value


of increases in capital:
38million euros(*)(***)

Unused to date

Increase in capital without pre-emptive


rights for employees of the Company and
its associates (resolution 4 of the General
Shareholders Meeting of 26 March 2012)

Term: 26 months
from the General
Shareholders Meeting of
26 March 2012
Expiry: 25 May 2014

1% of the diluted capital as


of the General Shareholders
Meeting of 26 March 2012(*)(***)

Unused to date

Bonus shares, existing or to be issued


(resolution 16 of the General Shareholders
Meeting of 22 June 2012)

Term: 38 months
from the General
Shareholders Meeting of
22 June 2012
Expiry: 21 August 2015

1% of the total number


of shares making up the
diluted capital on the day
on which the Board of
Directors decided to use
this authorization(****)(*****)

Unused to date

Securities concerned

(*)

Where appropriate, the additional amount of the nominal value of the shares to be issued to protect the rights of shareholders or the holders of other rights
providing access to the Companys capital.
(**)
The maximum for this authorisation is separate from the 15 million euro maximum in resolution 15 of the General Shareholders Meeting of 15 April 2009.
(***) The nominal value of increases in capital likely to be carried out under the delegations set forth in resolutions 1, 2, 3 and 4 of the General Shareholders
Meeting of 26 March 2012 will be deducted from the maximum of 38 million euros established under resolution 1 of the General Shareholders Meeting of
26 March 2012.
(****) Where appropriate, the additional amount of the nominal value of the shares to be issued to protect the rights of bonus share recipients.
(*****) The maximum for this authorisation is separate from the 15 million euro maximum in resolution 1 of the General Shareholders Meeting of 26 March 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT 303

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

Statement of authorizations voted on by the Combined Ordinary and Extraordinary General Meeting to be held
on 12 April 2013

Securities concerned

Period of authorization
and expiry

Maximum nominal value


of increases in capital

Increase in capital by incorporation of reserves, profits, issue or


merger premiums or by the contribution of any other sum for which
capitalization is permitted
(resolution 16 of the General Shareholders Meeting of 12 April 2013)

Term: 26 months from


the General Shareholders
Meeting of 12 April 2013
Expiry: 11 June 2015

Maximum nominal value of


increases in capital: 15 million
euros

Increase in capital without pre-emptive rights for employees of the


Company and its associates (resolution 14 of the General Shareholders
Meeting of 12 April 2013)
Renewal of Resolution 4 of the General Shareholders Meeting of
26March 2012

Term: 26 months from


the General Shareholders
Meeting of 12 April 2013
Expiry: 11 June 2015

1% of the diluted capital as of


the date of this meeting(1)(2)

Issue of shares without pre-emptive rights in the event that the Company
offers a takeover bid, with an exchange component, to Silics shareholders
(resolution 13 of the General Shareholders Meeting of 12 April 2013)
Renewal of resolution 3 of the General Shareholders Meeting of
26March 2012

Term: 12 months from


the General Shareholders
Meeting of 12 April 2013
Expiry: 11 April 2014

Maximum nominal value of


immediate or future increases in
capital: 38 million euros(1)(2)

Allocations of share subscription or purchase options (resolution 17 of


the General Shareholders Meeting of 12 April 2013)

Term: 38 months from


the General Shareholders
Meeting of 12 April 2013
Expiry: 11 June 2016

1% of the total number of shares


making up the diluted capital
on the date of the Board of
Directors decision to allocate
options(1)

(1) Where appropriate, the additional amount of the nominal value of the shares to be issued to protect the rights of shareholders or the holders of other rights
providing access to the Companys capital.
(2) Every increase in capital that may be carried out pursuant to this resolution will be deducted from the overall amount of 38 million euros scheduled in
resolution 1 of the General Shareholders Meeting of 26 March 2012.

1.3.1.3. Securities not representing the capital


There are no securities not representing Icades capital.
1.3.1.4. Securities held by Icade or for its own account
The Companys General Shareholders Meeting of 22 June 2012
renewed a resolution authorizing the Board of Directors to have
the Company buy its own shares for a period of 18 months within
the framework of the provisions of Article L. 225-209 and following
of the Commercial Code. The General Shareholders Meeting
renewed this authorization under the following conditions:

the number of shares that the Company buys during the


buy-back programme shall not exceed 10% of the shares
comprising the capital of the Company (that percentage
at all times applying to a capital adjusted according to
the transactions affecting it after the meeting of 22 June
2012) on the understanding that a maximum of 5% of the
shares comprising the capital of the Company may be set
aside to be kept and subsequently delivered in payment
or exchange within the framework of a merger, demerger
or contribution operation; and
the number of shares that the Company shall hold at any
given time shall not exceed 10% of the shares comprising
the capital of the Company.

Under the terms of this authorization, the Companys shares


may at any time be purchased, sold, transferred or exchanged
in accordance with current regulations in the market or over the

304 ICADE 2012 FINANCIAL AND LEGAL REPORT

counter, specifically by transactions in blocks of shares (which


may be as large as the whole of the programme), by the use of
financial derivatives (traded on a regulated or over the counter
market) or by certificates or securities providing entitlement to
the Companys shares, or by setting up option based strategies, or
issuing equities that can be converted, exchanged or redeemed
for shares in the Company held by the latter at such times as
the Board of Directors or the person representing the Board of
Directors shall determine.
The maximum value of the funds used to implement this share
buy-back programme is 735 million euros. The maximum purchase
price is set at 150 euros, excluding acquisition fees.
This authorization is intended to enable the Company (I) to
keep the shares and subsequently deliver them in payment
or exchange within the framework of possible external growth
operations, within the framework of market practices accepted by
the French Financial Markets Authority (AMF); (II) to enhance the
liquidity of transactions and regularity of listings of the Companys
securities and avoid price movements not justified by market
trends within the framework of a liquidity contract concluded with
an investment services provider operating independently but in
accordance with market practices accepted by the AMF and the
AMAFI (formerly the AFEI) code of ethics dated 1 October 2008
regarding liquidity contracts; (III) to allocate them to the corporate
officers or employees of the Company and/or companies in its
Group under the conditions and in accordance with the procedures
provided by legal and regulatory provisions applicable within the

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

framework of sharing in the benefits of the Companys expansion,


the share purchase option scheme provided by Articles L. 225-179
and following of the Commercial Code, the free share allocation
scheme provided by Articles L. 225-197-1 to L. 225-197-3 of the
Commercial Code and a Company savings plan, and to carry
out all hedging transactions relating to those operations under
the conditions laid down by the market authorities and at such
times as the Board of Directors or person representing the Board
of Directors shall determine; (IV) to deliver them on exercise of
rights attaching to securities providing immediate or future
entitlement to the allocation of Company shares, as well as to
carry out all hedging transactions in connection with the issue
of such securities, under the conditions laid down by the market
authorities and at such times as the Board of Directors or person
representing the Board of Directors shall determine; or (V) to cancel
them totally or partially by means of a reduction in share capital
(particularly in order to improve cash management, return on
equity or earnings per share). This authorization is also intended
to enable the Company to trade in its own shares for any other
authorized purpose or some purpose which may be authorized by
applicable legal and regulatory provisions or which may become
recognized as a market practice by the AMF.

The Board of Directors meeting of 22 June 2011 decided to


implement the share buy-back programme in respect of all the
objectives set out by the Ordinary and Extraordinary General
Meeting of 22 June 2011.
In this respect, a liquidity contract compliant with the AMAFI code
of ethics approved by the order of the French Financial Markets
Authority on 1 October 2008, was signed with Rothschild & Cie
Banque, investment service providers, on 31 December 2010 with
effect from 1 January 2011. Part of the shares acquired by the
Company was done so in connection with the liquidity contract.
On 1 January 2011, the sum of 5 million euros and 231,803 Icade
shares were transferred to the liquidity account to implement
said contract.
Situation as of 31 December 2012
Of the 236,229 self-held shares, representing 0.45% of the capital
at 31 December 2012, none fall under the liquidity contract.

Combined information 2012

Securities

% of capital

Companys total issued shares at the start of the programme (1 January 2011)

51,802,133

100.00%

705,205

0.89%

Number of shares held on 31 December 2012

236,229

0.45%

Number of shares purchased during the year

522,301

1.00%

Number of shares sold during the year

742,301

1.43%

Average price of purchases

63.21

Average price of sales

63.77

Treasury shares at the start of the programme (direct and indirect)

Transaction costs excluding tax

75,000

Portfolio book value

15,990,122

Portfolio nominal value

360,081

1.3.1.5. Complex securities


1.3.1.5.1. Options for the allocation of shares
The information and history of share subscription option attributions are described in Chapter 11 of this report, 8.1.2 page 329.
1.3.1.5.2. Bonus share allocations
The information and history of share subscription option attributions are described in Chapter 11 of this report, 8.1.3 page 334.
1.3.1.6. Option or agreement relating to the capital of Icade or companies in its Group
On the date of registration of this reference document, there are no promises of purchase or sale enabling (I) all or part of the capital
of Icade or (II) all or part of the capital of a direct subsidiary of Icade to be purchased or sold.

ICADE 2012 FINANCIAL AND LEGAL REPORT 305

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

1.3.1.7. Table of changes in Icades capital over the last three years
The table below shows the evolution of Icades capital since 1 January 2010.

Number
of shares
issued/
cancelled

Nominal
value of the
variation in
capital
(in )

Issue, merger
or contribution
premium
(in )

Total capital
(in )

Total
number of
shares

Date

Transaction

16 and 17 February
2010

Increase in capital with no preemptive rights to MSREF Turque


Srl (General Shareholders
Meeting and Board of Directors)

584,971

889,155.92

48,640,338.65

76,036,049.83

49,878,102

Increase in capital resulting


from the contribution in
kind by MSREF Turque Srl
of 15,498,630 shares in
Compagnie la Lucette (General
Shareholders Meeting)

1,759,289

2,674,119

146,289,966

78,710,168.83

51,637,391

Increase in capital following


the alternative offer aimed at
shares in Compagnie la Lucette
(CEOs decision by delegation
of the General Shareholders
Meeting and Board of Directors)

22,176

33,802.57

1,592,141.75

78,743,971.40

51,659,567

6,934

10,569.40

212,367.15

78,754,540.80

51,666,501

Increase in capital following


exercise of subscription options
(Board of Directors)

27,866

42,475.76

1,694,412.02

78,797,016.56

51,694,367

Increase in capital linked to


merger-absorption by Icade of
Compagnie La Lucette (General
Shareholders Meeting)

7,482

11,404.71

683,333.16

78,808,421.27

51,701,849

Increase in capital following


repayment of 18 BRS July 1998
(noted by the Board of Directors
on 16 February 2011)

60

91.46

2,652.64

78,808,512.73

51,701,909

Between 2 November
Increases in capital due to
and 31 December 2010 exercise of stock options (noted
by the Board of Directors on
16 February 2011)

100,224

152,770.06

6,094,191.86

78,961,282.79

51,802,133

75

114.32

3,239.58

78,961,397.11

51,802,208

16 February 2010

6 May 2010

30 June 2010

16 September 2010

29 October 2010

24 November 2010

13 January 2011

Increase in capital following


repayments of 268 BRS April
2004, 391 BRS Nov 2004 and
19 BRS July 1998 (Board of
Directors)

Increase in capital following


repayment of 22 BRS July 1998
(noted by the Board of Directors
on 16 February 2011)

306 ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

Date

Transaction

Between 1 January and


31 January 2011

Increase in capital due to


exercise of Icade stock options
(noted by the Board of Directors
on 16 February 2011)

24 March 2011

7 April 2011

7 April 2011

4 April 2011

22 April 2011

Between 1 April
and 30 June 2011

15 July 2011

15 July 2011

15 December 2011

Increase in capital following


repayment of 163,565 BRS
1992 (CEOs decision by
delegation of the General
Shareholders Meeting and the
Board of Directors)

Number
of shares
issued/
cancelled

Nominal
value of the
variation in
capital
(in )

Issue, merger
or contribution
premium
(in )

Total capital
(in )

Total
number of
shares

9,514

14,502.06

578,505.56

78,975,899.17

51,811,722

2,469,845

3,764,750.95

122,290,081.30

82,740,650.12

54,281,567

(3,764,750.95) (212,766,560.20)

78,975,899.17

51,811,722

Reduction in capital by
cancellation of shares acquired
in connection with the share
repurchase program (Board of
Directors)
(2,469,845)
Increase in capital following
exercise of Icade stock options
(Board of Directors)

101,019

153,971.31

6,142,542.96

79,129,870.48

51,912,741

Increase in capital following


repayment of 5 BRS July 1998
(noted by the Board of Directors
on 26 July 2011)

16

24.38

737.87

79,129,894.86

51,912,757

Increase in capital following


repayment of 9 BRS February
1992 (noted by the Board of
Directors on 26 July 2011)

26

39.63

1,332.42

79,129,934.49

51,912,783

78,103

119,051.32

4,749,108.67

79,248,985.81

51,990,886

141

214.92

7,255.13

79,249,200.73

51,991,027

1,225

1,867.25

53,929.45

79,251,067.98

51,992,252

10

15.24

(15.24)

79,251,083.22

51,992,262

Increase in capital due to


exercise of Icade stock options
(noted by the Board of Directors
on 26 July 2011)
Increase in capital following
repayment of 49 final matured
BRS February 1992 (noted by
the Board of Directors on
26 July 2011)
Increase in capital following
repayment of 366 final matured
BRS 1998 (noted by the Board
of Directors on 26 July 2011)
Increase in capital following
final allocation of bonus Icade
shares (noted by the CEO on
15 December 2011)

ICADE 2012 FINANCIAL AND LEGAL REPORT 307

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

Number
of shares
issued/
cancelled

Nominal
value of the
variation in
capital
(in )

Issue, merger
or contribution
premium
(in )

Total capital
(in )

Total
number of
shares

Date

Transaction

Between 1 March and


31 March 2012

Increase in capital due to


exercise of Icade stock options
(noted by the Board of Directors
on 3 May 2012)

4,027

6,138.30

244,864.61

79,257,221.52

51,996,289

Increase in capital due to


exercise of Icade stock options
(noted by the Board of Directors
on 22 June 2012)

655

998.41

39,827.74

79,258,219.93

51,996,944

Increase in capital due to


exercise of Icade stock options
(noted by the Board of Directors
on 25 July 2012)

3,573

5,446.27

217,258.82

79,263,666.20

52,000,517

8,255

12,582.98

50
01,951.17 79,263
3,666.20

52,000,517

Between 1 April and


30 April 2012

Between 1 June and


30 June 2012

Situ
uatio
on as of
31 Dece
ember 2012

1.3.1.8. Table of changes in the distribution of Icades capital over the last three years
The following table shows changes in the capital of Icade over the last three years.

Change in the distribution of Icades capital between 31 December 2009 and 31 December 2012

Situation as of
31 December 2009

Situation as of
31 December 2010

Situation as of
31 December 2011

Situation as of
31 December 2012

Number
of shares

% of
capital

Number
of shares

% of
capital

Number
of shares

% of
capital

Number
of shares

% of
capital

Public

19,544,238

39.65

22,046,640

42.56

22,435,505

43.15

22,682,175

43.62

Caisse des Dpts

28,895,227

58.62

28,895,226

55.78

28,895,228

55.57

28,895,228

55.57

Employees (FCPE Icade)

397,823

0.81

397,621

0.77

205,300

0.39

186,885

0.36

Treasury

455,843

0.92

462,646

0.89

456,229

0.88

236,229

0.45

49,293,131

100

51,802,133

100

51,992,262

100

52,000,517

100

Shareholders

HoldCo SIIC(*)

Total

(*) Company in which a 95.32% stake is held by Caisse des Dpts on 31 December 2011. Since 16 February 2012, the capital of HoldCo SIIC has been held by the
Caisse des Dpts and Groupama, with stakes of 75.07% and 24.93% respectively.

More than 10% of the capital was paid for using assets other than cash during the period covered by the historical financial information.

308 ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

1.3.1.9. Threshold crossing (Article 6 III of the Articles of


Association)

Companys capital or voting rights has been crossed, upwards or


downwards, or any whole multiple of that percentage.

In addition to the thresholds provided by applicable legal


provisions, any individual or legal entity who, acting alone or in
concert, exceeds or falls below a threshold of 0.5% or more of
the Companys capital or voting rights, or any whole multiple of
that percentage below 5%, must, within the time limits and in
accordance with the conditions set out in Article L. 233-7 of the
Commercial Code (or any other article which may replace it),
inform the Company, by registered letter with acknowledgement
of receipt, of the total number of shares and voting rights he/it
holds as well as the total number of securities providing future
access to the capital of the Company and associated voting rights.

For the purposes of this article, the holding of the person concerned
shall be calculated in the same way as for legal thresholds. In the
respect of crossing the threshold as a result of a purchase or sale
on the stock market, the time limit mentioned in Article L. 233-7
of the Commercial Code shall begin to run from the date on which
the securities are traded and not the date of their delivery.

Beyond 5% and up to a threshold of 50% (however without


prejudice to any obligations resulting from applicable legal
provisions), the disclosure obligation provided in the preceding
paragraph shall apply when a threshold of 1% or more of the

1.4.

DISTRIBUTION OF CAPITAL

1.4.1.

Majority shareholder

In the event of non-compliance with this statutory information


obligation, the sanctions provided in Article L. 233-14 of the
Commercial Code shall apply; in particular, at the request of one
or more shareholders holding at least 5% of the share capital, set
out in the minutes of the General Meeting, the shares exceeding
the fraction which should have been declared shall be deprived
of their voting rights in respect of any shareholders meeting
which may be held up to two years following the date of the
regularisation declaration.

The following table shows the number of shares, percentage of capital and corresponding percentage of voting rights held by the
Companys shareholders as of 31 December 2012.
Shareholders
(at 31/12/2012)

Number of
shares

Percentage of
capital

Number of
voting rights

Percentage of
voting rights

HoldCo SIIC(*)

28,895,228

55.57

28,895,228

55.82

Public

22,682,175

43.62

22,682,175

43.82

Employees (FCPE Icade)

186,885

0.36

186,885

0.36

Treasury

236,229

0.45

0.00

52,000,517

100.00

51,536,033

100.00

TOTAL

(*) Company with an investment stake of 75.07% held by Caisse des Dpts and 24.93% by Groupama.

In accordance with Icades Articles of Association, no shareholder holds any individual voting rights.

ICADE 2012 FINANCIAL AND LEGAL REPORT 309

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

Statements of crossing the Icade statutory threshold


Crossing of threshold

310

Declaring party

Transaction
date

% compared
to the number
of shares

% compared
to the number
of votes

BNP Paribas Asset Management

04/01/2012

1.8784%

1.2455%

Down

BNP Paribas Asset Management

09/01/2012

2.0375%

1.4958%

Up

BNP Paribas Asset Management

10/01/2012

1.8942%

1.3525%

Down

BNP Paribas Asset Management

02/03/2012

2.0263%

1.4537%

Up

Cohen & Steers

09/03/2012

0.54%

0.36%

Up

Cohen & Steers

19/03/2012

1.53%

0.77%

Up

BNP Paribas Asset Management

30/05/2012

2.2142%

1.5782%

Up

Norges Bank Investment Management

03/07/2012

1.01%

Up

Cohen & Steers

29/06/2012

1.45%

0.62%

Down

BNP Paribas Asset Management

23/07/2012

2.5206%

1.7031%

Up

Cohen & Steers

17/07/2012

0.96%

0.29%

Down

BNP Paribas Asset Management

30/08/2012

3.1430%

1.9004%

Up

Cohen & Steers

10/09/2012

1.01%

0.33%

Up

Cohen & Steers

26/09/2012

1.65%

0.75%

Up

Cohen & Steers

06/11/2012

1.493%

0.60%

Down

Cohen & Steers

07/12/2012

0.96%

0.31%

Down

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

1.4.2.

Declaration relating to the majority


shareholders control of the Company

Out of a concern for good corporate governance, Icade has taken


a number of measures designed to prevent conflicts of interest
and has six independent directors on its Board of Directors.
Following the draft agreement concluded on 13 December
2011 between the Caisse des Dpts, Icade and Groupama,
on 22December 2011 the Caisse des Dpts and Icade sent
Groupama a firm offer in order to combine Icade and Silic by
means of an exchange of securities.
This firm offer was accepted on 30 December 2011 by Groupama,
which holds 43.95% of the capital and voting rights of Silic, a real
estate company benefiting from the listed property investment
companies regime.
On 30 December 2011, the Caisse des Dpts offered its entire
equity interest in Icade (55.58% of the equity) to HoldCo SIIC, a
holding company controlled by the Caisse des Dpts. At the
same time, Groupama offered 6.5% of its capital and voting rights
in Silic to HoldCo SIIC.
After obtaining approval from the Competition Authority on
13February 2012, Groupama offered HoldCo SIIC the balance
of its stake in Silic on 16 February 2012, namely 37.45% of the
capital and voting rights.
As a result of the above, HoldCo SIIC holds 55.58% of Icades
capital and, in conjunction with the Caisse des Dpts and Icade,
43.95% of Silics capital and voting rights. For its part, the capital
of HoldCo SIIC is held by the Caisse des Dpts and Groupama
in proportions of 75.07% and 24.93% respectively.
Subsequent to crossing the 30% threshold by HoldCo SIIC acting
in concert with Icade and the CDC, Icade filed a mandatory public
offer on Silic on 13 March 2012 (the Offer).

Through remarks filed with the Paris Court of Appeal on 31 May


2012, the AMF undertook "in the interest of the market and as a
precaution, to defer the closing date of the public offer, initially
set on 1 June 2012, so that this closing could only take place at
least eight days after the pronouncement of the judgement of
the court ruling on the action for annulment of the AMF decision."
On 26 June 2012, the Paris Court of Appeals set the appeal hearing
for 21 March 2013.
The decision of the Paris Court of Appeals should take place
by the end of the first half of 2013. Pursuant to the deferral
decision of the AMF dated 15 May 2012, the offer remains open
until further notice.
Throughout and at the end of the Offer, Icade will remain controlled
indirectly by the Caisse des Dpts.

1.4.3.

To the Companys knowledge, there is no agreement which could


entail a change of control in Icade.
Icade has implemented a set of measures with a view to preventing
conflicts of interest, amongst which:

the presence of six independent directors within the Board


of Directors made up of fifteen members. The portion of
independent directors within the Board of Directors is in
accordance with Article 8.2 of the AFEP-MEDEF Corporate
Governance Code;

the existence of three committees on which independent


directors sit: appointments and remunerations committee
(1/3 independent directors), audit, risks and sustainable
development committee (2/3 of members are independent
directors) and the strategy and investment committee
(1/5 independent directors);

the Chairman and Chief Executive Officer of Icade does


not vote during the discussions of the Board of Directors
concerning the conditions of his remuneration and the
allocation of share subscription options;

the capital link between Caisse des Dpts and Icade is


set out in this document. Two agreements in line with
Article L. 225-38 of the Commercial Code were entered
into over the financial year ended 31 December 2012 and
two agreements were renewed during the same period
(see Auditors Special Report on regulated agreements).

The Offer is composed of a public exchange offer on the Silic


shares and a public purchase offer on the settled bonds in cash
and/or new and/or existing shares.
The French Financial Markets Authority (the AMF ) announced
the Offer on 24 April 2012.
By appeal dated 3 and 4 May 2012, the company SMA Vie BTP
and the Association for the Defence of Minority Shareholders
(ADAM) respectively petitioned the Paris Court of Appeal to annul
the AMF conformity decision.

Agreement relating to control of the Company

ICADE 2012 FINANCIAL AND LEGAL REPORT

311

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

1.5.

SUBSIDIARIES AND HOLDINGS

1.5.1.

Subsidiaries

(in thousands of euros)

Share
Shareholders
of
equity capital
excluding
held
Capital
capital
in %

Book value of
shares held

Gross

Guarantees
Loans and
given to
Net Advances subsidiaries Revenues

Income
from the
previous
year end Dividends
(+ or ) received

Obs.
(date
of last
balance
sheet)

SUBSIDIARIES (HELD AT OVER 50%)

312

SAS

Icade Tour EQHO 250,037

SAS

Sarvilep

SASU

1,102

100 350,037

251,139

236,148

(62,154)

2012

1,000

116,064

100 156,500 134,886

7,243

49,608

2012

Icade Promotion
Logement

29,683

203,279

100 135,089 135,089

38,696

564,393

19,052

2012

SCI

Icade-Lo
Lagrange

121,911

3,176

100

121,911

121,911

137,857

16,803

3,176

2012

SCI

Icade-Rue des
Martinets

99,177

(28,207)

100

99,177

70,971

5,670

4,551

2012

SCI

Morey

76,027

(27,208)

100

76,028

46,798

49,020

2,372

2,020

2012

SCI

Chambolle

72,353

(17,252)

100

72,354

47,220

7,881

6,067

7,881

2012

SAS

Icade Bricolage

38,347

26,821

100

67,845

67,845

10,200

8,752

3,525

2,684

2012

SCI

Mondotte

58,368

(5,632)

100

58,369

58,369

47,052

6,126

1,052

2012

SA

Icade Finances

56,000

(35,172)

100

56,000

20,828

(3,166)

2012

SCI

PDM 2

42,702

20,160

100

42,702

42,702

42,205

11,233

2,705

2012

SAS

C.F.I.

26,977

15,608

100

40,788

40,788

44,547

6,916

(241)

6,698

2012

SCI

PDM 1

39,652

28,051

100

39,652

39,652

47,416

13,356

4,416

2012

SCI

Messine
Participations

24,967

10,748

100

34,388

34,388

35,865

5,270

1,992

2012

SCI

Gascogne

25,871

(15,438)

100

25,871

10,755

11,304

2,825

697

2012

SCI

Icade 69 Bd
Haussman

28,984

2,054

100

24,834

24,834

29,958

4,238

2,054

2012

SCI

Le Tolbiac

22,938

249

100

22,938

22,938

41,129

2,115

249

2012

SCI

Icade Camille
Desmoulins

15,862

3,876

100

17,869

17,869

20,161

3,450

1,879

2012

SCI

Nanterre toile
Park

10,790

1,133

100

16,441

11,923

12,880

1,512

1,046

2012

SAS

Icade Conseil

270

1,259

100

12,829

12,700

608

7,184

643

1,566

2012

SCI

vry Europen

3,492

4,531

100

12,217

8,765

8,894

1,574

(184)

2012

SCI

Bati Gautier

1,530

2,773

100

11,474

11,474

2,346

3,818

2,331

2012

SCI

vry Mozart

5,665

374

100

10,676

6,361

6,976

1,377

289

2012

SCI

Icade Morizet

9,100

996

100

10,234

10,234

12,646

2,104

996

2012

SCI

68 avenue Victor
Hugo

7,822

1,835

100

7,822

7,822

10,369

1,923

1,872

2012

SCI

21

2,850

100

6,594

2,850

6,807

785

(2,925)

395

2012

SAS

Icade Arcoba

3,230

128

100

4,637

3,358

17,453

745

2012

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

(in thousands of euros)

SAS

Icade Suretis

SCI

Marignane L A
Palun

SAS

Iporta

SAS

Share
Shareholders
of
equity capital
excluding
held
Capital
capital
in %

Book value of
shares held

Gross

Guarantees
Loans and
given to
Net Advances subsidiaries Revenues

Income
from the
previous
year end Dividends
(+ or ) received

Obs.
(date
of last
balance
sheet)

801

(251)

100

4,300

550

7,667

(728)

2012

(908)

100

3,686

414

2,974

402

(380)

2012

500

401

100

2,700

2,700

2,959

193

80

2012

Icade Property
Management

3,450

1,938

100

2,406

2,406

34,134

1,582

2,243

2012

SASU

Icade
Commerces

2,000

1,460

100

2,000

2,000

398

1,259

14,214

2012

SCI

BSM du CHU de
Nancy

1,400

(4,062)

100

1,400

1,400

1,650

5,426

(1,587)

2012

SCI

Zeugma

1,151

100

1,383

1,151

1,204

2012

SCI

Des Pays de Loire

637

(517)

100

576

120

(62)

2012

SCI

2C Marseille

480

(88)

100

479

479

770

583

(4)

2012

SCI

Residence de
Sarcelles

201

(304)

100

214

98

47

94

(70)

2012

SCI

PCM

145

580

100

145

145

231

2,924

(154)

2012

SAS

Icade
Transactions

524

733

100

131

131

219

3,617

(73)

2012

SA

Inmobiliaria de
la Caisse des
Dpts Espana(*)

60

642

100

68

68

452

255

4,526

2012

Icade Reim
GMBH Deutschland(*)

25

519

100

25

25

314

2012

SCI

Les Tovets

10

181

100

10

10

327

113

85

2012

BV

Icade Reit(*)

18

285,785

100

288,917

(3,132)

824

2012

SNC

Mistral

530

100

678

60,000

(383)

2012

SNC

Capri Danton

100

2012

SCI

BSP

10

(333)

99

10

10

1,312

(406)

2012

SCI

La Sucriere

45

99

40

(2)

2012

SNC

Icade CBI

111,328

(679)

80

88,868

88,741

13,668

10,476

6,939

2012

SAS

Icade Asset
Management

225

24

75

169

169

1,316

24

2012

SAS

Icade Sant

297,580

528,502

63 450,259 450,259

385,484

92,297

21,359

7,175

2012

SCI

Severine

100

104

60

60

60

401

135

104

2012

SCI

Fam de Lomme

900

412

51

459

459

322

788

106

2012

(*) Shareholders' equity, revenues and prot/loss are established according to IFRS standards.

ICADE 2012 FINANCIAL AND LEGAL REPORT 313

ADDITIONAL INFORMATION INFORMATION ON THE ISSUER AND ITS CAPITAL

1.5.2. Information on holdings


The information on holdings, which has to be made public
according to the recommendations of the Comit Europen
des Rgulateurs des Marchs de Valeurs Mobilires de
March (CESR Committee of European Securities Regulators) of
February 2005, appears in Chapter 3 of this annual report.

1.6.

EVENTS OCCURRING AFTER


THE CLOSE

Significant changes to Icades financial or commercial situation


since 31 December 2012 are described in Chapter 3, Paragraph 34,
page 136 and Chapter 5, Paragraph 8.1, page 181.

1.7.

ITEMS THAT COULD HAVE A BEARING


ON A TAKEOVER BID

It should be remembered that the Caisse des Dpts indirectly


exercises control of Icade via its subsidiary HoldCo SIIC. In fact, it
is the majority shareholder (with a 75.07% stake) of the company
HoldCo SIIC, which holds 55.57% of the capital and 56.07% of the
voting rights in the Company at 31 December 2012.

Shareholder structure

These elements are described in Chapter 11, Paragraph 1.4.1.,


page 309.

Restrictions in the Companys Articles of Association or


clauses in agreements that the Company is aware of relating
to the exercise of voting rights or share transfers

None.

List of holders of all shares with special control rights and


description of these shares (preference shares)

None.

Ownership mechanisms when the ownership rights attached


to employee-owned shares are not exercised by employees

The Company has not implemented any particular system for


employee shareholding in which control rights are not exercised
by the staff with the exception of the FCPE Icade Shareholding
Structure, investing in Icade shares with an Icade Actions
sub-fund and offered to employees in connection with the Group
Savings Plan as described in Chapter 11, Paragraph 8.1.1, page 329.

314

Shareholder agreements of which the Company is aware that


could restrict share transfers and the exercise of voting rights

None.

Rules governing the appointment and replacement of


Board Members and changes to the Companys Articles
of Association

Icades rules in these areas are consistent with applicable


regulations.

Board Member authorizations concerning Icade share


issues and purchases.

Board Member authorizations mentioned in Chapter 11,


See Paragraph 1.3.1.2. page 303, although they are suspended
during a takeover bid, unless the reciprocity exception is invoked,
as required by law.

Agreements that will change or terminate if there is a


change of control of the Company, unless disclosure of
such agreements would severely damage its interests and
is not required by law

Some of the Companys loans were obtained as a result of Caisse


des Dpts majority stake in the Company.

Agreements on severance payments for Icade Board


Members or Corporate Officers if they resign or are dismissed
without good cause, or if their position is terminated because
of a takeover

After deliberation on 7 April 2011, Icades Board of Directors


committed to make a severance payment to Serge Grzybowski
in the event that his mandate as Chairman and CEO should be
terminated.

Treasury shares

These elements are described in Chapter 11, Paragraph 1.3.1.4.,


page 304.

ICADE 2012 FINANCIAL AND LEGAL REPORT

According to the recommendations of the Code of Business


Governance of publicly listed companies by the AFEP and the
MEDEF in April 2010, in the event of a forced departure linked
to (i) a change of control (as defined by Article L. 233-3 of the
Commercial Code) or (ii) a strategic disagreement with the Board
of Directors (Forced Departure), the Chairman and CEO will be
allocated severance payments by the Board of Directors under
the conditions described below:

a) Amount of the severance payment


The amount of the Severance Payment will be equal to twice
the total gross overall remuneration (fixed and variable portions)
received by the Chairman and CEO over the 12 months preceding
the date of the Forced Departure. In the event that the effective
duration of Serge Grzybowskis new term as CEO is less than
12 months, his remuneration received during the latest months of
his previous term as CEO will be taken into account, in order that
the Severance Payment may be calculated over a 12-month period.

ADDITIONAL INFORMATION EQUITY MARKET OF THE COMPANY

For purposes of assessing the performance conditions:

b) Conditions for paying the Severance Payment


Pursuant to Article L. 225-42-1 of the Commercial Code, the
Severance Payment will be contingent upon fulfilment of the
performance condition described below.
In the event of Forced Departure, Icade will pay the chairman and
CEO the Severance Payment if the most recent GSNI is greater
than or equal to GSNI during the Benchmark Period.

GSNP means the Group share of net income as published


by a company in its consolidated financial statements and
after adjustment for capital gains from disposals;

Most Recent GSNI means the most recent GSNI of Icade


known for the financial year preceding the date of the
Forced Departure;

GSNI for the Benchmark Period means the arithmetic


average of Icades GSNIs over the two latest financial years
preceding the most recent GSNI.

2. Equity market of the Company


As of 31 December 2012, Icades share capital stood at
79,263,666.20 euros divided into 52,000,517 shares. As of
31 December 2012, the Companys stock market capitalisation
was 3,479,874,597.64 euros.

SBF 250, SBF 120, SBF 80, Euronext 100 Index, Dow Jones Stoxx
Global 600, Dow Jones euro Stoxx, DJSEEP Stoxx, DJSEP Stoxx, CAC
Mid&Small 190 Index, CAC AllShare Index, CAC Mid100 Index, CAC
Financials Index, CAC Real Estate Financial Index and Indice SIIC
des Foncires in France.

The shares have been listed on the Euronext Compartment


A single regulated market since 23 Januar y 2008 (code:
FR0000035081-ICAD). The share forms part of the indices

The following data relates to Icade from 1 Januar y to


31 December 2012.

Price (in )

Trading volumes

High

Low

Number of
securities

January

63.15

54.01

1,682,380

98.36

February

64.50

59.62

1,147,274

72.18

March

70.49

60.15

2,397,812

162.10

April

67.45

60.21

1,757,407

112.16

May

64.95

57.70

1,775,203

109.83

June

65.48

58.06

1,978,144

121.35

July

63.89

56.00

2,000,058

119.86

August

65.54

60.47

1,114,448

70.18

September

65.39

59.16

1,199,759

75.45

October

70.20

63.01

808,941

53.85

November

71.16

65.82

757,918

51.67

December

70.00

66.90

863,090

59.34

17,482,434

1,106.33

2012

Capital
(in millions of euros)

(Sources: Euronext/Reuters.)

ICADE 2012 FINANCIAL AND LEGAL REPORT 315

ADDITIONAL INFORMATION EQUITY MARKET OF THE COMPANY

Evolution in Icades share price during 2012

72
70
68
66
64
62
60
58
56
54
52
31 December 2011

31 March 2012

30 June 2012

30 September 2012

31 December 2012

3. Exceptional events
Extraordinary events are described in Chapter 1, Paragraph 2, Highlights and key figures in 2012.

4. Attribution of results and distribution policy


4.1.

HISTORY OF DIVIDENDS AND ATTRIBUTION PROPOSAL

Icade
Dividend distributed (in millions of euros) for the year

2010

375,729

Dividend distributed/share (in ) *

7.30

Number of shares at 31 December

51,802,133

2011

192.6
3.72(2)
51,992,262

* Excluding treasury shares.


(1) Subject to the approval of the annual OGM. This sum will be adjusted to the number of shares in existence on the day of the annual OGM.
(2) Including 0.37 euros in exceptional dividends.

316

ICADE 2012 FINANCIAL AND LEGAL REPORT

2012

189.3(1)
3.64
52,000,517

ADDITIONAL INFORMATION ATTRIBUTION OF RESULTS AND DISTRIBUTION POLICY

4.2.

SUMMARY OF FINANCIAL DATA FOR THE PAST FIVE YEARS

Icade - nature of indications

2008

2009

2010

2011

2012

1- Financial position at year-end


A

Share capital

74,995,908

75,146,894

78,961,283

79,251,083

79,263,666

Number of shares issued

49,194,091

49,293,131

51,802,133

51,992,262

52,000,517

Total convertible bonds in issue

164,759

164,712

164,016

2 - Results from operations


A

Turnover excluding tax

303,113,691

290,253,513

254,997,762

182,223,915

180,946,050

Earnings after tax, depreciation,


amortization, and provisions

479,799,437

584,775,769

1,280,192,556

91,025,893

211,966,065

15,143,029

22,830,722

2,636,413

546,667

4,003,466
61,199,462

Tax on profit on ordinary activities

Earnings after tax, depreciation,


amortization, and provisions

367,431,907

449,017,397

1,219,149,641

92,175,923

Total dividend distribution

159,881,000

166,557,780

375,729,032

192,563,151

189,282(1)

3 - Profit from operations reduced to a single share


A

B
C

Profit/loss after tax and employee profitsharing, but before depreciation and
provisions

9.297

11.333

24.537

1.740

3.999

Profit/loss after tax, employee profitsharing, and provisions

7.469

9.109

23.535

1.773

1.177

Dividend paid per share

(2)

3.25

3.25

7.30

3.72

3.64(1)

811

696

346

308

309

4 - Employees
A

Number of employees at year end

Total payroll expense

39,458,190

38,846,485

37,708,820

25,292,235

25,104,852

Amount of sums paid for benefits


advantages (Social Security, social welfare
programmes etc.)

11,526,098

13,128,941

15,855,224

10,780,857

11,329,377

(1) Subject to the approval of the annual OGM. This sum will be adjusted to the number of shares in existence on the day of the annual OGM.
(2) Including 0.37 euros in exceptional dividends.

ICADE 2012 FINANCIAL AND LEGAL REPORT 317

ADDITIONAL INFORMATION INFORMATION ON PAYMENT SCHEDULES

5. Information on payment schedules


At 31 December 2012, trade payables and related debts, including intra-group debts, stood at 18.6 million euros compared to 18.4
million euros at 31 December 2011. This is broken down below:

Payables
with no
term

Trade
payables with
terms under
30 days

Trade
payables
with terms
between
30 and 60 days

Trade
payables
with terms
between
60 and 90 days

Trade
payables with
terms over
90 days

TOTAL

Trade payables

1.5

1.5

Retention funds

0.1

0.1

Suppliers - Invoices not sent

17.0

17.0

TOTAL

17.0

1.5

0.1

18.6

Payables
with no
term

Trade
payables with
terms under
30 days

Trade
payables
with terms
between
30 and 60 days

Trade
payables
with terms
between
60 and 90 days

Trade
payables with
terms over
90 days

TOTAL

Trade payables

0.8

0.8

Retention funds

0.2

0.2

Suppliers - Invoices not sent

17.4

17.4

TOTAL

17.4

0.8

0.2

18.4

31 December 2012
(in millions of euros)

31 December 2011
(in millions of euros)

The payment schedule agreed with suppliers is generally between thirty and sixty days. Overall, these terms are respected, with any
disputes handled on a case-by-case basis.

318

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION INSURANCE AND DISPUTES

6. Insurance and disputes


6.1.

INSURANCE

6.1.1.

General presentation of Icades insurance


policy

For several years, Icade has been part of a procedure designed


to limit, in the long term, the number of its insurance brokers
to two main brokers: the Marsh & McLenann firm (for all Icade
insurance policies and those of its subsidiaries with the exception of
third-party insurance in the property management field) and
the Gras Savoye firm in the property management field (for
third-party insurance and related Icade contracts Fleet and
company car Individual Accident and IT All Risks).
This regrouping is due to a desire for rationalization and
harmonization within Icade particularly in order to secure
competitive rates, perpetuate risk coverage, ensure better control
of cover and more efficient claims management enhanced by a
report from the insurance department and their intervention
whenever major or physical injury claims occur.
Thus, on the basis of the information available to it, Icade considers
that the overall value of the insurance premiums of Icade and its
subsidiaries should stay the same or even fall in 2013.
Depending on the various branches concerned, Icades main
insurance companies are (I) Axa for professional liability cover
(II) Axa for comprehensive property insurance, (III) Albingia and
Axa damage to works (dommages-ouvrage) and non-managing
builder (Constructeur Non Ralisateur, CNR) insurance and
(IV) Axa for public liability under the Hoguet Law.

6.1.2.

Risk prevention and assessment of cover


taken out

The diversity of the businesses operated by Icade means that


risk insurance varies according to each businesss own insurance
obligations and the main risks identified.
In collaboration with its brokers, Icade endeavours to maintain a
level of cover that it considers appropriate to each identified risk,
in particular subject to insurance market related constraints and
according to an estimate of the amount it considers reasonable
to cover and the probability of a future claim.
Thus, in order to identify and as far as possible quantify the
most significant specific risks in its businesses, from 2002 Icade
undertook a process of mapping its main risks.
This risk mapping, which breaks down into specific risks (business
related) and non-specific risks (cross-disciplinary) is populated
by risk reporting files. These files each identify a specific risk
which is assessed in terms of occurrence and impact and the
critical nature of which is assessed by a set of measures (transfer
to insurance, implementation of specific procedures or special
measures, etc.).

These are examined on a quarterly basis by the management of


the operational entity concerned and any changes are included
in the mapping at the same frequency. In addition, any significant
claims are monitored.

6.1.3.

Icades main insurance policies

Insurance policies taken out by Icade can be grouped together


schematically into two main categories: (I) compulsory insurance
pursuant to legal or regulatory provisions and (II) insurance taken
out by Icade in addition to compulsory insurance so as to provide
cover for certain other risks.
In view of the large number of Icade businesses and the multiplicity
of insurance policies taken out within the framework of its
activities, this section provides a summary of the main insurance
policies taken out by Icade.
6.1.3.1. Main compulsory insurance
Compulsory insurance varies primarily according to Icades three
main businesses: property development, property investment
and services.
Property development and project management
Icade has the compulsory insurance required by Law no. 78-12
of 4 January 1978 covering completed works (so-called damage
to works insurance) and the liability of the builder, the property
developer/vendor of the building to build or complete within ten
years (the so-called ten-year liability insurance (Responsabilit
Civile Dcennale) non-managing builder insurance or CNR).
Damage to works insurance is taken out by anyone acting as
the owner of the structure, vendor or agent of the owner of the
structure who has to carry out building work. This insurance must
be taken out as soon as work commences on site and is primarily
designed to pre-finance the repair of any problems appearing
under the ten year guarantee. This insurance primarily covers
damage which compromises the strength of the structure or which,
by affecting one of its constituent parts or one of its amenities,
makes it unfit for its purpose. This buildings insurance therefore
follows the building and is transferred to purchasers and then
their successors in the event of a subsequent sale. The damage
to works insurer can look to those responsible for the problems,
including Icade, if they were at fault in the building operations.
Ten-year liability insurance or non-managing builder (CNR)
insurance covers ten-year building liability whether said company
carried out the building work or not, such as payment for the
repairs to the building in which Icade was involved as builder,
developer or vendor when it was held liable on the basis of the
presumption established by articles 1792 and following of the Civil
Code. This cover is unlimited in respect of the compulsory cover.

ICADE 2012 FINANCIAL AND LEGAL REPORT 319

ADDITIONAL INFORMATION INSURANCE AND DISPUTES

Compulsory policies covering the ten year liability of some of


Icades subsidiaries are also taken out within the framework of
project management missions.

insured due to or on the occasion of its business activities by


virtue of any damage and/or loss occasioned to third parties.
Other insurance policies

It should be noted that courts tend to widen vendor and tenant


liabilities to vendors or lessors to beyond the minimum legal
obligations.

Icade has also taken out various other insurance policies covering
property and liability of various kinds.

Property investment

In particular:

This business involves taking out compulsory insurance in the


field of buildings insurance both for new builds and for works
carried out on assets.

public liability insurance for corporate officers;

fleet car insurance and so-called company car insurance


for those employees who use their own vehicles;

IT all risks insurance;

environmental risks insurance.

Icade then has to take out damage to works and CNR policies when
carrying out new building operations and damage to works policies
known as works to existing property (Travaux sur Existants)
(including CNR) when carrying out major refurbishment works
on its properties.

6.1.3.3. Cover and excess payments

Provision of services

Cover

In its project management missions for public authorities or private


companies, Icade can be considered as the lessor of the structure
and as such comes under the compulsory ten year insurance.

The main cover taken out by Icade under these insurance policies
currently in force can be summarized as follows:

Where Icade and its subsidiaries operate as property agent or


administrator, they take out professional liability insurance to
cover any financial consequences they may incur in that regard
(Article 49 of Decree no. 72-678 of 20 July 1972 amended by
Decree no. 2005-1315 of 21 October 2005).
6.1.3.2. Other main insurances taken out by Icade

with regard to buildings insurance, work undertaken is


covered up to its realization cost; (works and fees);

with regard to comprehensive property insurance, buildings


are covered up to their as-new rebuilding value, in certain
cases however subject to a policy limit per claim;

with regard to public liability, the Group policy for Icade


and some of its subsidiaries offers a cover ceiling of about
20 million euros;

with regard to other insurances, these usually include


cover ceilings based on the replacement values of the
damaged goods.

Facultative insurance covering building risks


This is primarily contractors all-risk (Tous Risques Chantier )
insurance and various policies supplementing the developers
public liability cover as well as certain specific risks such as fire
and natural disasters.
Facultative insurance covering operations
Within its proper ty investment business, Icade takes out
comprehensive property insurance specifically covering owners
public liability and damage (up to a maximum sum corresponding
to the as-new rebuilding value of the property). This insurance
also includes insurance covering loss of rent due to possible
non-availability of the building for a fixed period of 24 months.
Public liability insurance
All Icades subsidiaries carry professional liability insurance,
either individually (Icade Conseil, Icade Arcoba, etc.), or within the
framework of a Group policy for Icade and some of its subsidiaries
(Icade Promotion and its subsidiaries).
This all risks except policy is taken out with Axa France IARD
Insurance and specifically covers the financial consequences
of liability stemming from applicable law (criminal, negligence
and contractual public liability) which may be incumbent on the

320 ICADE 2012 FINANCIAL AND LEGAL REPORT

Excesses
The main excesses relating to the insurance policies taken out by
Icade which are currently in force can be summarized as follows:

with regard to buildings insurance (damage to the works),


the policies of Icade and its subsidiaries do not usually carry
an excess; the contractors all risks and non-managing
builder policies are subject to excesses of 7,500 and 2,000
euros, respectively;

with regard to comprehensive property policies, Icades


policies carry limited excesses that are different depending
on the nature of the cover;

with regard to public liability, the Group policy for Icade and
some of its subsidiaries carries a general excess of 45,734
euros, except for Icade Property Development where the
excess is 15% of the value of the claim with a minimum of
100,000 euros and a maximum of 200,000 euros;

the policies taken out under other insurance carry small


excesses.

ADDITIONAL INFORMATION INSURANCE AND DISPUTES

6.2.

DISPUTES

Icade and its subsidiaries are parties (I) to a number of claims or


disputes within the normal course of their business activities,
primarily property development for construction and urban
planning permits, as well as (II) a number of other claims or disputes
which, if they prove well-founded and given the amounts in
question, their possible recurrence and their impact in terms of
image, could have a significant unfavourable impact on Icades
business, results and financial position.
These claims or disputes are, where appropriate, covered by
provisions set up in the accounts of the companies concerned for
the year ended 31 December 2012, depending on their probable
outcome and where it was possible to estimate their financial
consequences. Thus, Icades legal department carries out an
annual census of all disputes involving Icade and its subsidiaries,
indicating the amount of any provision required for each significant
case or dispute.
The provision for disputes accounted for at 31 December 2012
was 13.5 million euros for the entire Group (of which 8.2 million
concerns disputes over property development).
Icade considers that these provisions represent reasonable cover
for these claims and disputes.
Icade was audited in 2010.

31 December 2006, based on the property valuations that were


used as the basis for calculating the exit tax (corporate tax at the
rate of 16.50%) during the merger/absorption of Icade Patrimoine
(Assets) as of 1 January 2007. As a result, the exit tax bases were
increased, generating additional tax of 204 million euros in
principal. After taking note of the Companys observations (on
11 February 2011), the tax administration reduced the amount
of this supplementary tax (on 26 September 2011), bringing it to
180 million euros, in principal. Through a new correcting proposal
(26 April 2012), the tax authorities indicated to Icade that they
were thinking of modifying the applicable tax rate by a fraction
of the increased amounts, bringing it from 16.5% to 19%. The
supplementary tax would then be brought to 206 million euros.
The company continues to dispute the entirety of this correcting
proposal, according to its office counsel.
Consequently, as was the case on 31 December 2011, no provision
was recorded for this purpose on 31 December 2012.
As the process currently stands, the disagreement between the
tax administration and Icade on the value of these assets as of
31 December 2006 is subject to the opinion of the Commission
Nationale des Impts Directs et Taxes sur le Chiffre dAffaires.
Icade declares that, for its entire scope of consolidation, regarding
the year 2012, no governmental, judicial or arbitrage proceedings
could have or has recently had significant effects on its financial
situation or its profitability and/or that of the Group.

In its proposed correction dated 8 December 2010, the


tax administration questioned the market values as of

7. Risk Management and Control


7.1.

LEGAL AND FISCAL RISKS

7.1.1.

Caisse des Dpts controlling interest in the


Company

The Caisse des Dpts indirectly exercises control of Icade via


its subsidiary HoldCo SIIC. In fact, it is the majority shareholder
of the company HoldCo SIIC, which holds 55.57% of the capital
and 55.82% of the voting rights in the Company. Consequently,
Caisse des Dpts has a significant influence on the Company
via its HoldCo SIIC subsidiary and can have all the resolutions
submitted for the approval of Icades shareholders at an Ordinary
General Meeting adopted. Caisse des Dpts therefore has the
ability to take decisions on its own relating to the appointment
of members of the Board of Directors, approval of the annual
accounts and distribution of dividends.

7.1.2.

Risks related to changes concerning


sustainable development

particular, likely to impose performance criteria on buildings


managed and sold by the Company and particular responsibilities
for services to third parties. These may result in costs being
incurred, adaptations to processes or even risks of Icades liability
being implicated as operator or owner. The same goes for thermal
regulations 2012 (TR 2012), which impose demanding energy
performance requirements (50 kWh of primary energy/m/year)
on the production of new commercial buildings since the end of
October 2011 for all building permits filed since 28 October 2011,
then in housing units for all building permits filed beginning on
1 January 2013. Other obligations resulting from the Grenelle 2
law of 12 July 2010 could affect management for its own account
and for third parties.

mandatory inclusion of an environmental appendix in


new leases for properties larger than 2,000 m2 beginning
on 1 January 2012 and mandatory finalisation of such an
appendix under current leases for properties larger than
2,000 m2 before 14 July 2013,

Active on the property markets, Icade may be impacted in various


ways by changes in national or European regulatory and legislative
standards concerning sustainable development. These are, in

ICADE 2012 FINANCIAL AND LEGAL REPORT 321

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

provisions governing energy improvement work on existing


properties should be set out under a new regulation
expected in early 2013. Other obligations such as,

including the Millnaire shopping centre in Aubervilliers and


the Montparnasse Tower, for which Icade provides property
management services.

the installation of electric outlets to charge vehicles


from 2015,

the compulsor y establishment of a greenhouse gas


emissions statement beginning at the end of 2012

and a social and environmental responsibility section


in the management report, verified by an accredited
third party, create risks of non-compliance and impose
neworganisations.

More generally, non-compliance with, or any substantial


modification to, the regulations concerning hygiene, health
and safety, the environment, the construction of buildings and
urban planning, could have a significant negative influence
on the business, the profitability and the prospects for Icades
development or growth. The main consequences would be the
requirement to undertake work to upgrade buildings, the increase
in operating costs, and declining attractiveness for actual or
potential tenants. To cope with these risks, a regulatory watch
using dedicated tools is in place.

Tax provisions or public financings or related items may change,


penalizing some products or the impact of some activities
or, on the other hand, encouraging others, as demonstrated by
the evolution of repurchase prices for energy produced
by photovoltaic facilities, the uncertainty surrounding the energy
saving certificates programme or the changing government
assistance breaks for real estate investments made by individuals
(for low consumption buildings, known as BBC).
New professional standards, quality labels or certification may
surround certain activities or impose non-regulatory technical
objectives, appreciated or demanded by clients. The same goes
for general demand from players regarding HQE environmental
certifications on most new commercial buildings: to begin with
restricted to office buildings, this demand now covers most
commercial assets, such as shopping centres and clinics. This
type of practice also affects the area of commercial property
management with, for example, operational certification for
buildings, which was launched in December 2009; this may be
extended to renovation activities. The British BREEAM and U.S.
Leed certification systems are increasingly sought after, with
double and sometimes even triple certifications.
Icade anticipates such developments via a regulatory watch
in terms of sustainable development, accurate monitoring of
its realizations and the market, and the implementation of its
Twelve Sustainable Development Commitments plan. These
commitments include the addition of environmental appendices
to its leases.

7.1.3.

Modications to the regulations applying


to the property investment and property
services businesses

In connection with its property investment and property services


business, Icade monitors legal developments closely in relation
to the indexing of commercial lease rental and the formalities
surrounding its legal review.
Certain buildings held by the property investment division or
managed by the Group as a service provider are subject to the
regulation concerning establishments receiving the public and/
or very tall buildings. This applies particularly to shopping centres,

322

ICADE 2012 FINANCIAL AND LEGAL REPORT

7.1.4.

Changes to the rules applying to the property


development business or to public-private
partnerships

In its property development business, the Group is subject to


numerous regulations concerning construction standards, urban
planning rules and consumer protection in relation to sales for
future completion. Any toughening of these regulations would
be likely to negatively impact the profitability of operations.
Moreover, operations carried out on behalf of public bodies,
regardless of the type of contract used (particularly public
contracts, public service delegations, temporary permission to
occupy the public domain, administrative 99-year leases, hospital
99-year leases and partnership contracts) present specific risks
related to (i) the instability of standards applicable to public orders
which, over the last ten years, have been constantly amended by
the public authorities or jurisprudence. In some cases, validation
by the French legislator of contracts concluded in an erroneous
interpretation of the applicable rules (as well as public developer
mandates concluded without tender proceedings before 6 March
2003) which does not eliminate the risk that these contracts may
still be considered to be null and void in the light of EC law; (ii) the
fact that the procedures for concluding contracts, conducted
by public authorities, may give rise to errors which may affect
the validity of the contracts concluded; (iii) the possibility of
legal action for cancellation initiated by unsuccessful tenderers,
taxpayers or the Prefect, the existence and outcome of which
may delay the start of an operation or even, if the contract is
ruled null and void while it is underway, cap the remuneration of
the co-contracting party to full or partial repayment of the costs
incurred by the local authority to the exclusion of any profit;
(iv) the specifics of administrative law which in particular allow
a public body to unilaterally cancel an administrative contract
at any time if the general interest justifies this and prohibits the
co-contracting party from entering a plea of non-performance;
(v) the lengthy term of certain contracts (public service delegation,
leases) making the profitability of the operation concerned
uncertain. Icade protects itself against this risk by contractually
scheduling the payment of compensation via the public body.

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

7.1.5.

Risks relating to the failure to issue


administrative authorizations and possible
cancellation of authorizations issued

In its property development business, as well as in its property


investment and service businesses, Icade is bound to obtain a
number of administrative authorizations before carrying out any
works, services or commissioning amenities. The examination
of authorization applications by the competent administrative
departments takes time, which is not always easy to control. Icade
cannot control the time needed to obtain these authorizations,
including building permits. Once obtained, factors may cause
them to be cancelled or rescinded, or they may expire. This could
result in delays, additional costs, or the decision to abandon a
project, which could have a negative impact on Icades operations
and profits.

7.1.6.

Risks related to a change in tax laws

SIIC regime
In 2007, Icade opted for status as a French REIT (SIIC), exonerating it
from French corporate tax for certain types of income. The benefit
of this regime is subject to compliance with various conditions,
which have been modified several times under the finance laws
and annual amendments to finance laws, particularly under the
amended Finance Law for 2006 and the Finance Law for 2009
concerning the capital composition of SIICs. They may also be
subject to the interpretation of the tax administration. If Icade
fails to meet the conditions within 10 years after the option, it
would be required to pay additional taxes which would reduce
its profits and impair its financial position.
The Company complies with all the conditions of the SIIC regime.
However, these conditions may continue to change. Also, the SIIC
regime imposes compliance with a minimum ratio of 80% assets
invested in property, assessed by comparing the gross value of
assets assigned to achieving the companys main objectives
(property, securities in property investment companies and
associated receivables, etc.) with total gross assets. Given the
wide range of Icades business, this rule represents a major
restriction on the Company. It will continuously monitor this ratio.
At 31 December 2011, Icades ratio was 88.28%.
Tax arrangements benefiting clients of Icade
Changes to tax laws, especially the abolition or limitation of
certain tax advantages in favour of rental investment (such as the
Duflot law, which replaces the Scellier law), the introduction
of requirements for such advantages (such as maximum rent
or maximum tenant income), the introduction or amendment
(via a series of finance laws) of measures to cap total tax advantages
and to concentrate certain tax advantages on energy-saving
homes, or the change to VAT rates applicable to certain activities,
may have a significant influence on the property market and

could consequently have a significant unfavourable impact on


Icades business, profit and prospects. They may also oblige
the Company to refocus its property development business on
products meeting the conditions for these regimes.
French tax rules
Icade is exposed to tax risks related to changes in regulations,
such as those governing corporate taxation, the creation of new
taxes, or more generally the increase in taxable income bases or
tax rates. Even if the Company can in some cases pass on part of
the corresponding charges, such changes could reduce its profits.
Also, the complexity, the formalism and the constant changes
that characteri se the tax environment in which it exercises
its activities create risks of error in compliance with tax rules.
Although the Company takes all measures to prevent them, Icade
might be subject to adjustments and disputes in tax matters. Any
adjustments or disputes may have unfavourable consequences
for Icades profits.

7.2.

TECHNICAL AND ENVIRONMENTAL


RISKS

7.2.1.

Environmental risks related to pollution


and soil quality

The current practice of property purchases waiving the hidden


defects guarantee could make it difficult to take any action against
the former owners of the building. This could result in additional
expenses for Icade, which would have a negative impact on its
financial position and profits.
Moreover, soil and sub-soil pollution or quality problems could
hinder the progress of Icades projects, new building construction,
or renovation work, even after buildings are completed. Such
problems could incur substantial delays or additional costs,
possibly causing projects to exceed their initial estimates. These
additional costs may not be covered by Icades insurance policies
or claims against property inspectors. Also, Icade anticipates this
risk, as far as it can, by means of adequate surveys and analyses.
Thus, for example, it carried out a historical survey of areas of risk
and the origin of pollution in business parks since their acquisition.

7.2.2.

Environmental risks related to public health


and safety

All of Icades businesses are subject to regulations concerning the


accessibility of buildings to the disabled, public health, and the
environment, covering a number of areas, including: the ownership
and use of classified facilities, the use, storage, and handling of
hazardous materials in building construction; inspections for
asbestos, lead, and termites; inspections of gas and electricity
facilities; assessments of energy efficiency; and assessments
of technological and natural risks. Moreover, construction or

ICADE 2012 FINANCIAL AND LEGAL REPORT 323

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

renovation works on buildings generate site accident risks, just


as the occupation of buildings may be behind accidents for users.
These situations risk the civil - or possibly criminal - liability of
Icade and/or its managers being invoked, and consequently
damaging the Companys reputation.
Icades procedures in its various businesses enable the Company
to apply these provisions or requirements correctly.

7.3.
7.3.1.

RISKS ASSOCIATED WITH


THE PROPERTY MARKET

7.4.

OPERATIONAL RISKS

Changing conditions in the property market

7.4.1.

Di}culties in nancing development

The Groups business is exposed to economic factors outside


its control and to systemic risks related to the cyclical nature of
the property sector.
The property market is related to supply and demand for property,
particularly from commercial companies, and has historically had
phases of growth and contraction, characterized by changes to
expected capitalisation rates or rental values.
International and national economic conditions, particularly the
level of economic growth, interest rates, the unemployment
rate in France, the level of French consumer confidence and
buying power, the situation of public finances, corporate property
strategies, and the means of calculating rent indexing and changes
to various indices, may also vary significantly.
These variations in the property market or the general economic
context may have a significant negative impact on Icades
investment and arbitrage policy, on its policy on developing
new assets and, more generally, on its business, its financial
situation, its profits and its prospects, particularly through
(i) a reduction in demand for its business property projects and/
or its programmes for new housing which could cause certain
partially completed operations to be abandoned or which could
reduce profit margins, (ii) the reduction in occupation rates
andprices for renting and re-letting its property, (iii) a drop in
demand in the services business (and correlative social costs) and
(iv) a fall in the value of its assets.
In this matter Icade benefits from the diversity of the assets held
and the variety of activities and markets in which the Company is
present, which reduce the consequences of the cyclical nature
of the property market on its results.

7.3.2.

Competition

Icade operates in all French property markets, and faces stiff


competition in each one. Icade competes with numerous
international, national, and regional players, some of which have
greater financial resources, a larger property portfolio, more
employees, and more extensive regional, national, or international
coverage. In particular, these competitors may be able to buy or
develop property under conditions (such as prices) that do not
meet Icades investment criteria or goals.

324

Icade faces competition in particular when purchasing land and


available property, setting prices for the services it offers, hiring
qualified subcontractors, and obtaining financing. While Icade
believes that its position as both a property investment and
development Company provides a competitive advantage, rivals
in each of its businesses currently have a greater market share. If
Icade is not able to gain market share or defend its existing market
share, or maintain or grow its profit margin, its earnings, profits,
and corporate strategy could be adversely affected.

ICADE 2012 FINANCIAL AND LEGAL REPORT

Icades business development is financed by a combination of


borrowings, equity, the cash generated by its activities and by
income from its arbitrage operations. Icade cannot guarantee that
it will have access to enough outside financing, under acceptable
conditions, to finance its growth, nor can it guarantee that the
market will be sufficiently liquid to enable the implementation
of its disposal programme.
Icades strategy also includes making targeted acquisitions in
France. Icade could encounter difficulties in acquiring assets
and/or companies, particularly due to its investment criteria, or
possible difficulties in the availability of bank funding or in the
sale of assets.

7.4.2.

Acquisition risks

The completion of acquisition transactions may carry several risks.


The yield of acquired assets could prove to be less than forecast,
whether these assets are buildings, proper ty-investment
companies, property development companies or ser vices
companies, particularly in periods of high economic uncertainty.
Hidden defects, such as environmental, technical or urban
planning non-compliance, might not have been covered by the
acquisition agreements.
Also, in the case of the acquisition of companies, the integration
of teams or processes may be difficult and, in particular may
reduce the hoped-for synergies for a while.

7.4.3.

Risks related to the use of outside service


providers

Although Icade, in its property investment business, manages its


own property assets internally, it is nevertheless exposed to risks
related to the use of subcontractors, suppliers, and other service
providers in its projects, particularly in its property development
and property services businesses. Icade selects its service
providers very carefully, but cannot guarantee the quality of
their work or that they will comply with all applicable regulations.
Icades operations and profits could be adversely affected if any of
its service providers experience financial difficulties, insolvency,
cost overruns or delays in its work for Icade, or a reduction in the
quality of its products or services. Such events could slow the
progress of Icades projects and result in higher costs, especially

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

if a flawed service provider has to be replaced by one charging


higher fees. Icade may not be able to pass on the higher costs to its
customers, or may have trouble meeting its warranty obligations.
In addition, any such failings on the part of its service providers
may require that Icade pay penalty fees for the related delays,
or cover the costs of any consequent legal action. In periods of
difficulty in the building sector bankruptcies of subcontractors
may be more frequent.
In order to limit these risks, the Company has put preventive
procedures in place, such as calls for tenders committees,
implementing prior checks on the robustness of these companies
and vigilance as operations are performed.

7.4.4.

Risk of information system failure

Icade uses a certain number of information systems and software,


as well as managing several large databases in its operations. The
failure of one of these systems or the loss or corruption of data
could impact the Companys profits and weaken its reputation
with customers.

7.4.7.

Risks specic to the property investment


business

Property surveys (risks related to estimating the value of


assets)
Icades property portfolio is valued on a half-yearly basis by
independent surveyors: CBRE Valuation, Jones Lang LaSalle, DTZ
Eurexi and Catella. The portfolio value depends on several factors
which could vary significantly, most notably the economic climate
and market supply and demand and economic conditions, which
can vary significantly, with consequences on Icades valuation.
The value resulting from the methods used by the surveyors for
their valuations may exceed the sale value of the assets. Also, the
valuations are based on assumptions that may not prove to be true.
Given that Icade carries its proper ty investments at cost
(depreciation cost method), a decrease in the market value of
this property will not affect its consolidated profit unless the
market value becomes less than the book value.
Risks of not completing the investment and arbitrage plan

Icade has several back-up procedures in place to mitigate this


risk and limit the potential damage. These procedures include
(i) the duplication of production systems (ii) the outsourcing, to
a service provider specialised in data storage and hosting, of the
backup for the last business day of each week, and (iii) a system of
controlling backups. An Enterprise Continuity Plan (ECP) organizes
a procedure in the event of a major event affecting the IT systems
and operating premises.

7.4.5.

Changes to accounting standards

As a listed company, Icade is required to publish its consolidated


financial statements in accordance with IFRS standards. These
standards are amended periodically, and such changes could
have a significant impact on items in its balance sheet or income
statement and, consequently, on its financial statements.

7.4.6.

Higher insurance premiums or lack of


insurance coverage for some operating risks

The insurance premiums that Icade currently pays for its mandatory
and optional insurance policies make up only a minor portion of
its operating costs.
However, in view of the current difficulties on the market, these
premiums could rise in the future, which would have a negative
impact on Icades financial position and profits. In addition,
some of Icades operating risks may no longer be covered by
insurance companies. Lastly, Icade may be confronted with the
risk of bankruptcy of one of its insurers, thus preventing it from
paying compensation which might be due.

In accordance with its SIIC (listed property investment companies)


status, Icades strategy consists, in particular, in (i) investing
selectively, (ii) managing its portfolio of assets and (iii) carrying
out arbitrage operations on mature assets. The Company may
encounter significant challenges in implementing this strategy,
making it more arduous and less profitable than expected, or
delaying its execution. Therefore Icade may not be able to meet
its goals, which could have a substantially negative impact on its
businesses and profits.
More specifically, Icades investment plans (i.e., property purchases,
renovations, extensions or rebuilding) are subject to numerous
uncertainties such as: whether property is available for purchase
under acceptable conditions (most notably price); whether Icade
is able to obtain the required regulatory permits; and whether
any cost overruns or delays occur which could slow the pace
of investment projects or stand in the way of their completion.
Icades profits depend on tenants, vacancy rates, and the
renewal terms of commercial leases
Earnings in the property investment business come primarily from
rental income, and can therefore be severely affected if a tenant
responsible for a significant percentage of these earnings moves
out or becomes insolvent. However in 2012, no tenant represented
more than 7.8% of total rent received. The commercial rental
market depends on the economic climate and local factors in the
area surrounding each piece of property. Icade cannot guarantee
that occupancy rates will not decrease in the coming years.

ICADE 2012 FINANCIAL AND LEGAL REPORT 325

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

Furthermore, Icade cannot guarantee that it will be able to find


new tenants quickly or renew leases at acceptable rents when
they expire, or that new regulations or case law will not impose
tighter restrictions in terms of changes to rents, calculation of
eviction indemnities for commercial tenants or index-linked rent
revaluation. Also, the Company is careful, as far as possible, to
anticipate expiry dates of leases.
According to changes in the economic environment, any financial
difficulties encountered by tenant companies may be more
frequent, impairing their solvency and consequently negatively
impacting rates of rent recovery by Icade.
Given the limited number of housing units that Icade now
retains, the impact of difficulties in collecting housing rent will
be moderate.
Given the large number of clinics whose premises are owned by
Icade, developments in public health policies may put pressure
on the situation of tenant clinics and thus the profitability of
these assets.
Any of these events, if they occur, could have a negative impact
on the value of Icades property, profits, or financial position.
Icade may not be able to renovate aging property or bring
some of its property into compliance with new standards
Icade may be required to invest considerable amounts in
refurbishment work in order to renovate aging property or
bring property into compliance with new standards, specifically
regarding energy improvements viz. the Grenelle 2 law, or cope with
rising maintenance or operating costs. Icade cannot guarantee that
it will be able to obtain financing for such work, and investments
in this work may not meet the Companys return criteria.
The Company attentively monitors the technical state of its assets,
carries out environmental upgrade audits and, for each asset in
its portfolio, plans five-year renovation work.

7.4.8.

Risks specic to the property development


business

The expansion of Icades property development business


depends on land availability and prices
The further expansion of Icades property development business
depends on the availability of land, land prices, and the Companys
success in being able to locate suitable plots. The scarcity of
available land, unfavourable pre-marketing operations and fierce
competition among market participants could result in land prices
escalating to levels incompatible with Icades investment plans
and impair the Companys operations, profits, and growth outlook.
Other than the discovery of pollution and its treatment,
the discovery of archaeological remains could lead to work
being suspended, causing additional costs and delays,
or to the modification or abandonment of the planned
construction programme
In this respect, the Group carries out systematic prior studies on
the quality of the ground, with the support of specialist consultancy

326

ICADE 2012 FINANCIAL AND LEGAL REPORT

firms. Also, all real estate acquisition contracts include clauses


implicating the liability of the vendor in case of discovery of
pollution.
Administrative authorizations that must be obtained prior
to building may be granted at a later date, or indeed refused
or disputed by third parties: building permits, CDAC or
CNAC authorizations in the case of buildings destined for
commercial use
This may result in delays in the execution of projects (execution
of work, marketing), additional costs to adapt the programme,
or even the abandonment of the project and loss of the research
costs in certain cases.
Icade is exposed to changes in construction costs
The control of profitability in the property development business
depends partly on the ability to have buildings constructed at a
level of costs consistent with sale prices acceptable in the market.
Construction costs have been subject to wide variations over
the last few years. These variations may be related to changes in
demand for the services of building companies, changes in the
costs of labour and raw materials, or to changes in construction
standards. Furthermore, in the case of a declining property market,
the Group cannot maintain its level of margins, because the
reduction in costs does not compensate for the drop in sales prices.
Also, during operation, an extension of the duration of work
or technical difficulties may lead to additional costs that are
difficult to pass on to buyers. To reduce these additional costs,
the Company accurately monitors the progress, costs and risks
of each programme.
Icade may face claims from other parties after construction
work is completed or property is made available
When Icade has marketed or sold a property programme, or has
participated in such an operation as representative of the prime
contractor, delegated prime contractor or project manager, it may
be held liable by the prime contractors or buyers. This liability
may result from non-compliance with contractual descriptions,
damage or disorders affecting the buildings. While most of these
construction faults would be either covered by Icades mandatory
insurance policies or attributable to other parties, the Company
could be required to cover repair costs or pay damages to the
corresponding prime contractors or buyers.
Icades speculative and semi-speculative commercial
property development carries specific risks
For a promoter, launching a speculative operation means doing
so without any investors, while launching a semi-speculative
operation means doing so bearing part of the rental risk
(pre-commercialization rate or contracting a rental guarantee).
Speculative and semi-speculative operations face the risk that
buyers or users cannot be located within a short period of time
from launch of the building. This could incur significant expenses
for Icade in terms of construction or financing costs, which could
significantly diminish the profitability of these operations and,
more generally, Icades overall financial position and profits.

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

In a period of reduced demand, particularly for business property,


the Group limits this type of operation to rare and specific cases.
Speculative operations are subject to a prior agreement given by
Icades governing bodies. Moreover, for semi-speculative operations,
commitment is restricted to partial or total consumption of the
rental guarantee which is then entered on the financial statement
of the operation.

institutions, with which it has relations to finance its development.


Investment instruments are monitored on a daily basis and
the control process is supplemented by a regular review of
authorizations. By default, the maturities of the cash instruments
chosen are less than one year and they have a very limited risk
profile. In both cases, Icade applies a principle of dispersion of
risk, avoiding any concentration of exposure.

Certain of Icades activities are conducted under the form


of partnerships which, if they fail, could have a significant
and unfavourable impact on Icades operations and profits

On the other hand, the counterparty risk relates to the tenants.


To this end, the broad client portfolio in the Commercial Property
Investment Division limits this risk: the ten largest tenants
represent 50% of current rents. Client solvency is also analysed
on a regular basis.

The success of Icades partnership projects depends on the specific


partners and how well the partnership agreement is implemented,
especially when Icade has only a minority interest in the project.
Icade selects its partners and words its partner agreements carefully,
but cannot guarantee that said partners will fulfil their obligations,
comply with all applicable regulations, and provide high quality
work. Also, financial difficulties or even cessation of payments from
these partners could slow the course of the operations concerned
and oblige Icade to bear the whole of the requirement for working
capital, or increase costs. They would be likely to have negative
consequences for Icades business, profits and cash position.
For the year ending on 31 December 2012, the proportion of
consolidated turnover arising from partnership operations
represented about 17% of consolidated turnover for the housing
development business, while about 36% came from commercial
property development and public and healthcare property
development.

7.4.9.

Risks specic to the property services


business

In its property management and serviced housing units business


and in its activity as a management agent or a provider of safety and
security services, Icades criminal and civil liability could be implicated
in the event of non-compliance with legal or regulatory obligations
applicable to the buildings concerned and the services provided, in
the event of bodily harm related to faulty maintenance or surveillance
of the common parts of the buildings, or to the absence of urgent
measures taken to correct serious disorders arising in the buildings.
Icades financial liability could be implicated for failure to advise in
transaction or valuation operations during appraisal missions. It is
possible that Icade could also be held liable in the event of serious,
proven misconduct in in the asset management activities it performs
on behalf of third parties. This activity is subject to regulation by the
AMF as part of its activities as a management company. Any such
event could incur fines or criminal charges, and would damage
Icades reputation.

7.5.

CREDIT AND/OR COUNTERPARTY


RISKS

In part, credit and counterparty risk concerns cash and cash


equivalents, as well as banks. In order to limit its counterparty
risk, Icade only deals in rate derivatives with first-rate banking

7.6.

LIQUIDITY RISKS

Icade has limited its liquidity risk by centralising the management


of its cash and funding and by diversifying its sources of funding.
The Group manages its medium and long-term liquidity risk
through multi-year plans, and its short-term risk through
confirmed, unused lines of credit . The table stating the Groups
contractual obligations concerning the payment of interest, the
repayment of borrowings excluding derivative instruments and
the maturities of derivative instruments, is given in paragraph 7.7.1.
Additional information is provided in Chapter 3, paragraph 26.1,
page 121.
The Company periodically carries out liquidity projections over a
rolling 12-month period, presented to the Risk, Rates, Treasury and
Finance Committee, and carries out the necessary adjustments
so that it is able to meet its future contractual maturities. In
view of the last review carried out, the Company considers that
its resources are commensurate with its liquidity requirements.

7.7.

MARKET RISKS

7.7.1.

Interest rate risk

Higher financing costs


Within the framework of Icades need for external financing, it is
exposed to rises in interest rates which could increase its financing
costs. The Company has set up interest rate hedges designed to
mitigate this risk, but cannot guarantee that these hedges will
offset the entire effect of higher interest rates.
Icades f inancing costs could also increase if its majority
shareholder, Caisse des Dpts, decides to reduce its stake in
the Company, because this may limit the financial guarantees
that Caisse des Dpts is willing to provide.
Icades financing costs could also rise if the Company substantially
increases its debt level.

ICADE 2012 FINANCIAL AND LEGAL REPORT 327

ADDITIONAL INFORMATION RISK MANAGEMENT AND CONTROL

The increase in the cost of liquidity, particularly from banks, due


to the global financial crisis, may have a direct impact on Icades
financing margins.
Variation in interest rates
Icade is essentially a borrower at variable rates. Icades businesses
are subject to fluctuations in interest rates. A sharp increase in
interest rates, especially over the long term, could significantly
curtail demand and reduce the prices of new homes and offices
developed by Icade and adversely affecting the value of Icades
property assets . In order to limit the effect of profits of a variation
in interest rates, Icade manages its exposure to interest rates by
taking out derivatives (mainly swaps, caps and swaptions). Through
its hedging policy, Icade favours products that may be backed
by cash flow hedging in the sense of IAS 39 hedge accounting,
thus limiting the impact on the income statement of a change
in the fair values of financial hedging instruments.
Furthermore, by centralizing the funding requirements of Icade
and its subsidiaries, the management of interest-rate risk is
concentrated on the borrowing entities, facilitating its analysis.
Additional information is provided in Chapter 3, paragraph 26.2,
page 123.

328

ICADE 2012 FINANCIAL AND LEGAL REPORT

7.7.2.

Exchange risk

Icade carries out almost all of its business in the European singlecurrency zone and all of its assets and liabilities are denominated in
euros. Icade is therefore not exposed to any significant exchangerate risk.

7.7.3.

Risk concerning shares and other nancial


instruments

Share price risk


Icade does not have any equity interests in listed companies and
is therefore not exposed to the risk of share price fluctuations.
Icade does not invest any of its cash in equity investment funds
or other financial instruments with an equity component.
In 2007, Icade implemented a share buy-back programme
and, within that framework, signed a liquidity contract with an
investment services provider. As of 31 December 2012 Icade did
not hold any Icade shares under the liquidity contract within the
framework of the share buy-back program. Outside this contract,
Icade held 236,229 of its own shares at 31 December 2012.

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

8. Employee shareholding
8.1.

EMPLOYEE SHAREHOLDING

In order to make employees feel more closely connected to Icades


performance and to strengthen their sense of belonging to the
Group, whatever their rank or position, Icade has implemented a
series of employee shareholding programmes including a Group
Savings Plan with a fund for employee-owned Icade shares (FCPE),
bonus share awards and stock option plans.

8.1.1.

8.1.2.

Share subscription options history


of allocations and information

In accordance with the authorization given to it by the Ordinary


and Extraordinary General Meeting of Icade (absorbed) of 6 March
2006, the Board of Directors of that Company, at its meetings of
29 June 2006 and 14 December 2006, granted share subscription
options and finalised the plans, the main characteristics of which
are described below.

Group Savings Plan

Employees of Icades Economic and Social Unit are beneficiaries


of the Group Savings Plan, as long as they have completed at least
three months seniority in the Icade group.
To invest these assets, the Icade Group Savings Plan offers
employees several mutual funds (FCPE), four of them being
multi-company, together with the Icade fund:
The FCPE Icade Actionnariat represents 31.38% of outstanding
assets invested in the Group Savings Plan and 43.8% of unit
holders hold their assets within this fund.
The Icade Actionnariat Fund holds all employee-owned Icade
shares, and had the following composition at 31 December 2012:
186,885 securities, or 0.36% of capital.
Employees had no other mutual funds (FCPE) invested in Icade
shares as of 31 December 2012.
Setup of a Bonus Share Plan in 2012
In 2012, Icade launched a new bonus share allocation plan for
all of its employees.
At its meeting on 16 February 2012, Icades Board of Directors
decided to link all employees to the financial and economic life of
the company, by assigning 15 bonus shares per employee without
any other condition than their presence on the attribution date.
This four-year plan (two years acquisition + two years retention)
is open to all Icade employees with a permanent contract as
at 31 December 2011, and still present on the attribution date
(2 March 2012).
This attribution of 15 bonus shares will only become final after a
vesting period of two years from 2 March 2012, and is subject to
the respect of the continuous attendance condition within the
Group or subsidiaries within the Icade Economic and Social Unit.
After the vesting period, beneficiaries will become owners of the
bonus shares attributed to them, and these will be registered
nominatively to an account. However, they may not sell them
within a so-called retention period of two years, thus from
3 March 2014 to 3 March 2016.

Due to the reali sation of the merger-absorption of Icade, at


its General Shareholders Meeting on 30 November 2007, the
Icade Emgp (renamed Icade) decided in its fifth resolution to
replace Icade in respect of subscription options to which the latter
consented, applying the following merger parity: one share in
Icade Emgp (renamed Icade) for two shares in Icade (absorbed
by Icade Emgp). Thus, each option granted by the absorbed Icade
will provide entitlement to subscribe for 0.5 of an Icade Emgp
(renamed Icade) share.
In accordance with the authorization given to it by the Ordinary
and Extraordinar y General Meeting of Icade (absorbed) of
30 November 2007, the Board of Directors of that Company, at
its meetings of 30 November 2007 and 24 July 2008, granted
share subscription options and finalized the plans, the main
characteristics of which are described below.
When Compagnie La Lucette was acquired and then merged
and absorbed by Icade, the plan laid down by the CLL Board of
Directors on 21 August 2006 by delegation of its Combined General
Meeting of 21 April 2006 became Icade subscription option plans
in application of the swap parity ratio used for the merger.
In accordance with the authorization given to it by the Ordinary
and Extraordinary General Meeting of Icade (absorbed) of 15 April
2009, the Board of Directors of that Company, at its meeting of
16 February 2011, granted share subscription options and finalized
the plans, the main characteristics of which are described below.
Plans 1-2007 and 2-2007
At its meeting of 14 December 2006, the Board of Directors of
Icade (absorbed) finalized two plans:

Plan 1-2007 in favour of the corporate officers and any


salaried individual of a company in the Group and member
of the Management Committee or Strategic Committee of
the Company or performing management duties within a
company in the Group.

Plan 2-2007 in favour of corporate officers ( Article


L. 225-185 para 4 of the Commercial Code) including the
Chairman of Group simplified joint-stock companies and/or
an individual employed by a Group company. In accordance
with the delegation granted to him by the Board of Directors
of Icade (absorbed) on 14 December 2006, the Chairman
and Chief Executive Officer decided to award options by a
decision dated 8 January 2007. The principal characteristics
of these plans, whose undertakings have been taken over
by Icade Emgp (renamed Icade) are described below:

ICADE 2012 FINANCIAL AND LEGAL REPORT 329

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

Plan 1-2007

Plan 2-2007

Total

Maximum number of options that can


be subscribed for if all the options,
after the assignment of the 1,246,890
options, are assigned and exercised
during the year ended 31/12/2006

753,110

Total number of share subscription


options assigned

456,000

188,000

644,000

New options after adjustments


following distribution of reserves
(Icade turnover as at 31/08/2007)(1)

3,600

1,448

5,048

New options after adjustments


following distribution of reserves
(Icade turnover as at 16/04/2008)(1bis)

4,098

1,768

5,866

Total number of shares (after


distribution of reserves)

463,698 options of which 219,914 can


be subscribed for by the first 10 noncorporate officer employee awardees. No
awardee is a corporate officer.

191,216 options of which 47,866 can


be subscribed for by the first 10 noncorporate officer employee awardees. No
awardee is a corporate officer.

654,914 options of which 267,780 can


be subscribed for by the first 10 noncorporate officer employee awardees. No
awardee is a corporate officer.

Total number of beneficiaries

19

53

72

Starting point for exercising the


options (opening date)

9 January 2011

9 January 2011

Expiry Date

8 January 2013

8 January 2013

Subscription price

46.48 euros

46.48 euros

Exercise procedure

These options can be exercised by


their beneficiary after the opening date
according to the following terms and
conditions:
40% of the total number of options
assigned to them; and;
for the remainder, i.e., 60% of the total
number of options assigned to them
(the Conditional Options) under the
following conditions and in accordance
with the following procedures:
in respect of half of the conditional
options, a variable portion determined
according to objectives set in terms of
Stock Market price(2);
in respect of half of the conditional
options, a variable portion determined
according to objectives set in terms of
the Group share of net profit (NPGS)(3).

The beneficiary may exercise the options


only insofar as he/she fulfils continuously
from 8 January 2007 to the exercise date,
(as this term is defined in the regulations
of Plan 2-2007), the essential business
criteria required to be designated as a
beneficiary, namely being a corporate
officer within the meaning of Article
L. 225-185 of the Commercial Code and
as Chairman of a simplified joint stock
company in the Icade Group, and/or an
individual who is:
employed by an Icade Group company;
and member of the Icade board of
management or strategy committee, or
carrying out a managerial post within a
Group company.

Share subscription options cancelled

119,664

56,242

175,906

Share subscription options exercised

Share subscription options remaining


as at 31/12/2012

344,034 options providing entitlement to


172,017 shares in Icade Emgp, renamed
Icade.

134,974 options providing entitlement to


67,487 shares in Icade Emgp, renamed
Icade.

479,008 options providing entitlement to


239,504 shares in Icade Emgp, renamed
Icade.

(1) The Board of Directors of Icade, decided on 31 August 2007, following the distribution of reserves and premiums:
- to reduce the exercise price of the Plans 1-2007 and 2-2007, originally set at 47.70 euros, by 0.39 euros so as to stand at 47.31 euros;
- to adjust the number of shares under options that can be subscribed for within the framework of Plans 1-2007 and 2-2007 and to increase them by 3,710 and 1,493 new options
respectively, i.e., 0.008 of a new subscription option for one subscription option initially granted within the framework of the Plan 2007, the balance corresponding to the calculation of
fractions.
(1bis) The Board of Directors of Icade decided, on 16 April 2008, following the distribution of reserves and premiums:
- to reduce the exercise price of the Plans 1-2007 and 2-2007, set at 47.31 euros, by 0.83 euros so as to stand at 46.48 euros;
- to adjust the number of shares under options that can be subscribed for within the framework of Plans 1-2007 and 2-2007 and to increase them by 7,272 and 2,988 new options
respectively, i.e., 0.01 of a new subscription option for one subscription option initially granted within the framework of the Plan 2007, the balance corresponding to the calculation of
fractions.
(2) Thus, these objectives will be achieved if the annual reference price (dened as the weighted average by daily dealing volumes of the closing price of Icade shares on each stock market day
of the nancial year in question) is equal to or higher than a coecient, depending on the reference years, of between 1.115 and 1.375 applied to the otation price of the absorbed Icade, i.e.,
27.90 euros.
(3) Thus, these objectives will be achieved if the annual NPGS rate (dened as the ratio expressed as a percentage between the Group share of net prot and consolidated earnings as shown by
the certied consolidated accounts for the year in question) is equal to or higher than a rate, depending on the reference years, of between 6.60% and 7.50%.

330 ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

Plan 1-2008
In accordance with the authorization given to it by the Ordinary
and Extraordinary General Meeting of Icade Emgp (renamed
Icade) of 30 November 2007, the Icade Board of Directors
meeting of 30 November 2007 finalised a Plan 1-2008 in favour
of the corporate officers (Article L. 225-185 of the Commercial
Code) including the Chairman of a simplified joint stock company
in the Group and/or a salaried individual of a company in the

Group and member of Executive Committee or Coordination


Committee of the Company or performing management duties
within a company in the Group.
That same Board of Directors meeting of 30 November 2007
decided that the assignment of the Plan 1-2008 options would
take place on 3 January 2008.
The main characteristics of this Plan 1-2008 are described below:

Plan 1-2008

Maximum number of options that can be subscribed for if all


the options are assigned and exercised

775,901(1) and 517,267 per year

Total number of share subscription options initially assigned

54,500

New options after adjustments following distribution of


reserves (Icade turnover as at 16/04/2008)(1bis)

545

Total number of shares that can be subscribed for by


exercising options

55,045 of which 19,695 shares by a non-corporate officer employee


(member of the executive committee) and 35,350 shares which can
be subscribed by Serge Grzybowski, Chairman and CEO and the only
corporate officer concerned.

Total number of beneficiaries

Starting point for exercising the options (opening date)

4 January 2012

Expiry Date

3 January 2014

Subscription price

101.20 euros

Exercise procedure

These options can be exercised by their beneficiaries with effect from


the opening date under the following conditions and in accordance
with the following procedures:
40% of the total number of options assigned to them; and;
for the remainder, i.e., 60% of the total number of options assigned to
them (the Conditional Options) under the following conditions and
in accordance with the following procedures:
in respect of half of the conditional options, a variable portion
determined according to objectives set in terms of Stock Market
price(2);
in respect of half of the conditional options, a variable portion
determined according to objectives set in terms of the Group share of
net profit (NPGS)(3).

Share subscription options cancelled

12,386 (for failing to meet objectives set under the performance


conditions)

Share subscription options exercised

Share subscription options remaining as at 31/12/2012

42,659

(1) Resolution 23 of the Ordinary and Extraordinary General Meeting of Shareholders of 30 November 2007 states that: the General Meeting decided that the
number of options granted cannot provide entitlement to a total number of shares representing a nominal increase in capital exceeding 1.5% of the diluted
capital on the day of this meeting during the period of this authorization (i.e., 38 months) and 1% of the diluted capital on the day of this meeting per nancial
year.
(1bis) The Board of Directors of Icade decided, on 16 April 2008, following the distribution of reserves and premiums:
- to reduce the exercise price of the Plan 1-2008, initially set at 103.01 euros, by 1.81 euros to 101.20 euros;
- to adjust the number of shares under options that could be subscribed for within the framework of the Plan 1-2008 and to increase it by 974 new options,
i.e., 0.01 of a new subscription option for one subscription option originally granted within the framework of 2008 Plan, the balance corresponding to the
calculation of fractions.
(2) Thus, these objectives will be achieved if the annual reference price (dened as the weighted average by daily dealing volumes of the closing price of Icade
shares on each stock market day of the nancial year in question) is equal to or higher than a coecient, depending on the reference years, of between 1.125
and 1.45 applied to the otation price of the absorbed Icade, i.e., 27.90 euros.
(3) Thus, these objectives will be achieved if the annual NPGS rate (dened as the ratio expressed as a percentage between the Group share of net prot and
consolidated earnings as shown by the certied consolidated accounts for the year in question) is equal to or higher than a rate, depending on the reference
years, of between 6.90% and 7.80%.
The coecients applied, (2) and (3), are determined in the Regulations of the Plan. These are examined by the Remunerations Committee then nalised by
the Board of Directors, in accordance with the powers granted to it by the Ordinary and Extraordinary General Meeting of Shareholders.

ICADE 2012 FINANCIAL AND LEGAL REPORT 331

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

Company or performing management duties within a company


in the Group.

Plan 1.2-2008
In accordance with the authorization given to it by the Ordinary and
Extraordinary General Meeting of Icade Emgp (renamed Icade)
of 30 November 2007, the Icade Board of Directors meeting of
24July 2008 finalised a Plan 1.2-2008 in favour of the corporate
officers (Article L. 225-185 of the Commercial Code) including the
Chairman of a simplified joint stock company in the Group and/
or a salaried individual of a company in the Group and member
of the Executive Committee or Coordination Committee of the

In accordance with the delegation granted to him by Icades Board


of Directors on 24 July 2008, the Chairman and Chief Executive
Officer decided that the assignment of options of Plan 1.2-2008
would take place on 8 August 2008.
The main characteristics of this Plan 1.2-2008 are described
below:

Plan 1.2-2008

Maximum number of options that can be subscribed for if all


the options are assigned and exercised

775,901(1) and 517,267 per year

Total number of share subscription options initially assigned

145,000

Total number of shares that can be subscribed for by


exercising options

145,000 of which 74,000 shares can be subscribed for by the first 10


non-corporate officer employee awardees, 31,000 can be subscribed
for by the non-corporate employee awardees, and 40,000 shares can
be subscribed for Serge Grzybowski, Chairman and Chief Executive
Officer and the only corporate officer concerned.

Total number of beneficiaries

24

Starting point for exercising the options (opening date)

9 August 2012

Expiry Date

8 August 2015

Subscription price

66.61 euros

Exercise procedure

These options can be exercised by their beneficiaries with effect from


the opening date under the following conditions and in accordance
with the following procedures:
80% of the total number of options assigned to them; and;
in respect of the balance, i.e., 20% of the total number of options
assigned to them (the Conditional Options) exercisable shall be
determined by the change in Icades share price in relation to the
variation in the IEIF index(2).

Share subscription options cancelled

34,200 (including 28,000 for failing to meet objectives set under the
performance conditions)

Share subscription options exercised

Share subscription options remaining as at 31/12/2012

110,800

(1) Resolution 23 of the Ordinary and Extraordinary General Meeting of Shareholders of 30 November 2007 states that: the General Meeting decided that the
number of options granted cannot provide entitlement to a total number of shares representing a nominal increase in capital exceeding 1.5% of the diluted
capital on the day of this meeting during the period of this authorization (i.e., 38 months) and 1% of the diluted capital on the day of this meeting per nancial
year.
(2) Thus these objectives will be achieved if, over the reference periods, the change in Icades share price (average of the twenty opening prices prior to 2 January
of each period) is more than 4% greater than 16% of the variation in the IEIF index over the same periods. However, if the variation in Icades share price
between 2 January 2008 and 2 January 2012 is sixteen per cent (16%) greater than the variation in the IEIF index over the same period, all of the conditional
options may be exercised by the beneciary.

332 ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

Plan 1-2011

of the Company or performing management duties within a


company in the Group.

In accordance with the authorization given to it by the Ordinary


and Extraordinary General Meeting of Icade Emgp (renamed
Icade) of 15 April 2009, the Icade Board of Directors meeting
of 16 February 2011 finalized a Plan 1-2011 in favour of the
corporate officers (Article L. 225-185 of the Commercial Code)
including the Chairman of a simplified joint stock company in the
Group and/or a salaried individual of a company in the Group and
member of Executive Committee or Coordination Committee

In accordance with the delegation granted to him by Icades


Board of Directors on 16 February 2011, the Chairman and Chief
Executive Officer decided that the assignment of options of
Plan 1-2011 would take place on 3 March 2011.
The main characteristics of this Plan 1-2011 are described below:

Plan 1.2011

Maximum number of options that can be subscribed for if all


the options are assigned and exercised

751,361(1) and 498,377 per year

Total number of share subscription options initially assigned

147,500

Total number of shares that can be subscribed for by


exercising options

147,500 of which 80,500 shares can be subscribed for by the first 10


non-corporate officer employee awardees, 26,000 can be subscribed
for by the non-corporate employee awardees, and 40,000 shares can
be subscribed for Serge Grzybowski, Chairman and Chief Executive
Officer and the only corporate officer concerned.

Total number of beneficiaries

32

Starting point for exercising the options (opening date)

4 March 2015

Expiry Date

3 March 2019

Subscription price

80.86 euros

Exercise procedure

These options can be exercised by their beneficiaries with effect from


the opening date under the following conditions and in accordance
with the following procedures:
35% of the total number of options assigned to them; and;
in respect of the balance, i.e., 65% of the total number of options
assigned to them (the Conditional Options) exercisable shall
be determined by the change in Icades share price in relation to
the variation in the IEIF index(2) for 32.5% and depending on the
achievement of objectives set in terms of current net cash flow
for 32.5%.

Share subscription options cancelled

2,500

Share subscription options exercised

Share subscription options remaining as at 31/12/2012

145,000

(1) Resolution 18 of the Ordinary and Extraordinary General Meeting of Shareholders of 15 April 2009 states that: the General Meeting decided that the number
of options granted cannot provide entitlement to a total number of shares representing a nominal increase in capital exceeding 1.5% of the diluted capital on
the day of this meeting during the period of this authorization (i.e., 38 months) and 1% of the diluted capital on the day of this meeting per nancial year.
(2) Thus, these objectives will be achieved for half of the conditional options if, over the reference periods, the movement in Icades share price (average of the
20 opening prices prior to 2 January of each period) is 4% to 16% greater than the movement in the IEIF index over the same periods. However, if the Icade
share price movement between 2 January 2011 and 2 January 2015 is more than sixteen per cent (16%) of the movement in the IEIF Index over the same
period, and the independently determined conditions for each of the periods have not been achieved, 80% of the conditional options may be exercised by
the beneciaries.
Similarly, the objectives will be achieved for half the conditional options if, in the rst four scal years, the 2011 cash ow reaches 240 million euros, the 2012
cash ow reaches 284 million euros, the 2013 cash ow reaches 291 million euros, the 2014 cash ow reaches 337 million euros. However, if in year 4 the
objective is 100% achieved, 80% of the options conditional on cash ow can be exercised by the beneciaries.

ICADE 2012 FINANCIAL AND LEGAL REPORT 333

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

8.1.3.

Group and member of Executive Committee or Coordination


Committee of the Company or performing management duties
within a company in the Group.

Bonus share distributions

Icade Bonus Share Distribution Plan 2011


In accordance with the authorization given to it by the Ordinary
and Extraordinary General Meeting of Icade Emgp (renamed
Icade) of 15 April 2009, the Icade Board of Directors meeting of
16 February 2011 finalized a Bonus Share Distribution Plan in favour
of the corporate officers (Article L. 225-185 of the Commercial
Code) including the Chairman of a simplified joint stock company
in the Group and/or a salaried individual of a company in the

In accordance with the delegation granted to him by Icades


Board of Directors on 16 February 2011, the Chairman and Chief
Executive Officer decided that the assignment of options of Plan
2011 would take place on 3 March 2011.
The main characteristics of this Plan 2011 are described below:

Plan 2011

Maximum number of shares that may be assigned

498,377(1)

Total number of shares initially assigned

17,660

Maximum number of shares that may be acquired

17,660, i.e., 10 shares per employee present and holding a permanent


contract on 31 January 2011 and still present on the day of assignment.(2)

Total number of beneficiaries

1,766

Acquisition date

4 March 2013

Disposal date

3 March 2015

Assignment price

80.86 euros(3)

Acquisition procedure

These shares will be permanently acquired by their beneficiary


provided that said beneficiary is still present within the company on the
acquisition date.

Cancelled shares

2,670

Acquired shares

10

Remaining shares at 31/12/2012

14,980

(1) Resolution 19 of the Ordinary and Extraordinary General Meeting of Shareholders of 15 April 2009 states that: the General Meeting decides that the total
number of shares thus consented may not represent a nominal amount of increase in capital exceeding 1% of diluted capital on the day of the general
meeting over the period of this authorization (i.e., thirty-eight months).
(2) The members of the Executive Committee and the Coordination Committee, who already benet from a stock option subscription plan, declined the bonus
shares that were awarded to them under this democratic plan.
(3) Average of the 20 most recent prices, prior to 3 March 2011.

Plan 1-2012 and Plan 2-2012 for distribution of Icade


bonus shares

Committee of the Company or performing management duties


within a company in the Group.

In accordance with the authorization given to it by the Ordinary


and Extraordinary General Meeting of Icade Emgp (renamed
Icade) of 15 April 2009, the Icade Board of Directors meeting of
16 February 2012 finalised a Bonus Share Distribution Plan in favour
of the corporate officers (Article L. 225-185 of the Commercial
Code) including the Chairman of a simplified joint stock company
in the Group and/or a salaried individual of a company in the
Group and member of Executive Committee or Coordination

In accordance with the delegation granted to him by Icades


Board of Directors on 16 February 2012, the Chairman and Chief
Executive Officer decided that the assignment of options under
the two 2012 Plans would take place on 2 March 2012.

334 ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

The main characteristics of Plan-1-2012 and Plan-2-2012 are described below:


Plan-1-2012

Maximum number of shares that may be assigned

498,377(1)

Total number of shares initially assigned

26,190

Maximum number of shares that may be acquired

26,190, i.e., 15 shares per employee present and holding a permanent


contract on 31 December 2011 and still present on the day of
assignment.

Total number of beneficiaries

1,746

Acquisition date

3 March 2014

Disposal date

2 March 2016

Assignment price

62.84 euros(2)

Acquisition procedure

These shares will be permanently acquired by their beneficiary


provided that said beneficiary is still present within the company on the
acquisition date.

Cancelled shares

1,305

Acquired shares

Remaining shares at 31/12/2012

24,885

(1) Resolution 19 of the Ordinary and Extraordinary General Meeting of Shareholders of 15 April 2009 states that: the General Meeting decides that the total
number of shares thus consented may not represent a nominal amount of increase in capital exceeding 1% of diluted capital on the day of the general
meeting over the period of this authorization (i.e., thirty-eight months).
(2) Average of the 20 most recent prices, prior to 3 March 2012.

Plan-2-2012

Maximum number of shares that may be assigned

498,377(1)

Total number of shares initially assigned

28,290

Maximum number of shares that may be acquired

28,290, of which 14,140 shares may be acquired by the first 10


non-corporate officer employee awardees, 8,166 can be subscribed
for by the non-corporate employee awardees, and 5,984 shares can be
acquired by Serge Grzybowski, Chairman and Chief Executive Officer
and the only corporate officer concerned.

Total number of beneficiaries

35

Acquisition date

3 March 2014

Disposal date

2 March 2016

Assignment price

62.84 euros(2)

Exercise procedure

100% of these shares will be permanently acquired by their beneficiary


provided that said beneficiary is still present within the company on the
acquisition date and that the current net cash flow meets the objective
set under the plan's performance conditions.

Cancelled` shares

184

Acquired shares

Remaining shares at 31/12/2012

28,106

(1) Resolution 19 of the Ordinary and Extraordinary General Meeting of Shareholders of 15 April 2009 states that: the General Meeting decides that the total
number of shares thus consented may not represent a nominal amount of increase in capital exceeding 1% of diluted capital on the day of the general
meeting over the period of this authorization (i.e., thirty-eight months).
(2) Average of the 20 most recent prices, prior to 3 March 2011.

ICADE 2012 FINANCIAL AND LEGAL REPORT 335

ADDITIONAL INFORMATION EMPLOYEE SHAREHOLDING

8.1.4.

Information on share subscription options issued by the Company granted and exercised by employees
who are not corporate o}cers during the year

Date on which the options were granted Exercise


of stock options granted to employees who are not
corporate officers (aggregate information)

None

Options granted by the Company during the year to the


10 employees who are not corporate officers, of which the
number of options thus granted is highest

Share subscription price

Share subscription options granted to the first


ten non-corporate officer employee awardees and
options exercised by the latter during the year.

Total number of
options allocated/
shares subscribed or
purchased

Weighted average
price

Plan 1

Plan 2

Options granted during the year by the issuer and any


company included within the scope of allocations of
options to the ten employees of the issuer and any
company within this scope, of which the number of options
thus granted is highest (aggregate information).

Options held on the issuer and the companies previously


named exercised during the year by the ten employees of
the issuer or of these companies, of which the number of
options thus purchased or subscribed is highest (aggregate
information).

336

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

9. Administration and Management


9.1.

BODIES

9.1.1.

The Board of Directors

9.1.1.1. Declarations relating to corporate governance


Out of concern for transparency and public information, Icade
refers to the AFEP-MEDEF corporate governance code dated
1April 2010 (AFEP-MEDEF Recommendations). The specific
report of the Chairman of the Board of Directors describing
the boards composition and the application of the principle of
equal representation of men and women within its membership,
conditions for the preparation and organization of the work of
the Board of Directors, and internal control and risk management
procedures implemented by the Company (The Report of the
Chairman of the Board of Directors drawn up pursuant to
Article L. 225-37 of the Commercial Code) can be found in
Chapter 7 of this annual report.
Icade applies all AFEP-MEDEF Recommendations with the
exception of the following, for the reasons mentioned below:

The internal regulations of the Board of Directors also stipulate


the terms under which the work of the board is assessed.
In 2012 the Board of Directors conducted a self-evaluation to
assess its ability to respond to shareholders expectations by
analysing its composition, organization and operating procedures,
as well as the composition, organization, and operating procedures
of its committees. In particular, it checked that major issues
were suitably prepared and debated and measured the effective
contribution of each director to the work of the Board and the
committees on the basis of their skills and their involvement in
discussions.
The results of this work were presented and discussed by the
Board of Directors on 20 December 2012.
This self-evaluation showed that the directors feel adequately
informed by the Companys management and that they believe
that the Board discussions led by the Chairman facilitate dialogue.
They expressed a desire for more information on comparisons
with other companies within the sector, tracking of strategic
decisions and the internal operations of the Company.

Staggered renewal of the terms of corporate officers


Given the expiration dates of the various current terms of
directors, the staggered renewal of the terms of corporate
directors is actually being applied and there has been no need
for it to be formally organized, specifically in the corporate
Articles of Association.
All bonus shares awarded to the senior executive corporate
officer subject to performance conditions
Most, but not all, of the options or bonus shares awarded to the
Chairman and CEO are subject to performance conditions.
However, the Chairman and CEO agreed, during the Board of
Directors meeting on 20 December 2012, to propose that the
Board make all options and bonus shares that may be awarded
to him in the future subject to performance conditions.
The internal regulations of the Company describe the composition
and duties of the Board of Directors and the rules governing its
functioning. In particular it describes the criteria used to qualify an
independent director, sets the rules for assessing the work of the
board and the composition, duties and responsibilities of each of
the committees. The Icade directors charter specifies the duties
and obligations of each director particularly in terms of conflicts
of interest, participation in the work of the board and contribution
to good governance. Lastly, the Board of Directors has prepared
a guide to the prevention of insider trading containing a series of
specific obligations covering permanent and occasional insiders.

As a result, there are plans to improve the information made


available to the directors to monitor strategic decisions and the
internal operations of the Company and to regularly provide them
with analyses comparing the organizations performance to that
of other companies in the sector.
The number of meetings held in the past year and members rate
of attendance along with a summary of each of the committees
activities during the previous year are provided in the Chairmans
Report.
The regulations governing the payment of directors fees and
individual payments made to directors as well as the allocation
criteria are set out in Chapter 7, Paragraph 7.2, page 194 and
Chapter 9, Paragraph 10.2.2, page 270 of the reference document.
The Share Subscription Option Plans 1-2008 and 1.2-2008
determined by the Board of Directors of Icade on 30 November
2007 and 24 July 2008 respectively, that is, prior to the publication
of the AFEP-MEDEF recommendations on the remuneration
of senior executive corporate officers of listed companies, to
some extent anticipated the said recommendations as they
provided the performance conditions for exercising a part of the
options awarded. Furthermore, over 60% of the total number of
options awarded under Plans 1-2008 and 1.2-2008, the exercise of
which is partially subject to performance conditions, were for the
benefit of beneficiaries who are not senior executive corporate
officers and to whom the AFEP-MEDEF recommendations do not
apply. These recommendations were applied to senior executive
corporate officers who are beneficiaries of the 1-2011 Stock
Option Subscription Plan approved by Icades Board of Directors
of 16 February 2011 and of the 2-2012 Stock Option Purchase
Plan approved by Icades Board of Directors of 16 February 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT 337

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

In connection with the reappointment of the Chairman and


Chief Executive Officer, the Board of Directors, at its meeting
of 7 April 2011 resolved to grant him, in the event of a forced
departure related to a change of control (within the meaning
of Article L.233-3 of the French Commercial Code) or strategic
disagreement with the Board of Directors, a severance payment
of which (i) the amount will be capped at two years fixed and
variable remuneration and (ii) the payment will be subject to
performance conditions in accordance with applicable regulations
and the AFEP-MEDEF recommendations.

Icades Board of Directors made a case-by-case examination of


the independent character of these six directors and decided,
on recommendation from the Appointments and Remuneration
Committee, to consider these six directors, who fulfil the following
criteria, as independent:

In addition, the Company, as a member of the FSIF (Federation


of Property and Investment Companies) refers to the Code of
Ethics of listed property investment companies, established
by the FSIF. Thus, Icades board meeting of 18 December 2009
adopted the Icade Code of Ethics, covering the application
and compliance with the Code of Ethics for listed investment
companies established by the FSIF.

b) he/she is not a corporate officer of a company in which the


Company directly or indirectly holds a directorship or in which
an employee designated as such or a corporate officer of the
Company (current or having been so for less than five years)
holds a directorship;

9.1.1.2. Composition of the Board of Directors and


directorships
The Icade Board of Directors consists of 15 directors, six of whom
are independent directors (more than a third):

Christian Bouvier;

Caisse des Dpts et Consignations, represented by Antoine


Gosset-Grainville;

Ccile Daubignard, independent director;

Olivier de Poulpiquet, independent director;

Jean-Paul Faugre;

Benot Faure-Jarrosson, independent director;

Nathalie Gilly;

Thomas Francis Gleeson, independent director;

Serge Grzybowski, Chairman and Chief Executive Officer


of Icade;

Marie-Christine Lambert, independent director;

Benot Maes, independent director;

Olivier Mareuse;

Alain Quinet;

Cline Scemama and

Sabine Schimel.

Since 19 January 2011, the permanent representative of Caisse des


Dpts, a director of Icade, has been Antoine Gosset-Grainville,
Deputy Chief Executive Officer.

338 ICADE 2012 FINANCIAL AND LEGAL REPORT

a) he/she is not an employee or corporate off icer of the


Company, an employee or corporate officer of a company
or entity belonging to the Group and has not been so for the
last fiveyears;

c) he/she is not a customer, supplier, commercial banker or


financial banker of the Company or its Group, or for which the
Company or its Group represent a significant share of activity
nor is linked directly or indirectly to any of the individuals
mentioned above;
d) he/she has no close family ties with a corporate officer or
employee holding management positions with a Group
company or entity;
e) he/she has not been, during the last five years, a statutory
auditor of the Company, or of a company or entity holding at
least 10% of the Companys share capital or of a company in
which the Company holds at least 10% of the share capital,
when his/ her term of office ended;
f) he/she has not been a company director for more than
12years, noting that the loss of status of independent director
occurs only upon expiration of the term of office during which
the 15-year duration is exceeded;
g) he/she is not or does not represent a shareholder owning more
than 10% of the share capital or voting rights in the Company
or the parent company.
Further, the internal regulation of the Icade Board of Directors
notes that the board may always take the position that a director,
although meeting the above criteria, must not be considered
as independent given his or her specific situation or that of the
Company, with regard to its shareholder structure or for any other
reason, and vice versa.
Icade, whose Board is composed of a total of 15 directors with
more than a third of the directors being independent (40%), and
at least 20% being female (33.3%), is in compliance with the rule
set by the Vienot report of July 1999 and Articles 6.3 and 8.2 of
the AFEP-MEDEF Corporate Governance Code.

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

The following table gives the names, appointment and term expiration dates, and other corporate offices held by Icades Board Members
over the past five years:
First name,
last name and
business address
Caisse des Dpts
(CDC)
56, rue de Lille
75007 Paris
Shares held: 1
Permanent
representative:
Antoine GossetGrainville
46 years old

Date of
appointment

Date of expiry
of office

Appointed by
the Combined
General Meeting
of 30/11/2007
Re-elected by
the Combined
General Meeting
of 07/04/2011

General Meeting
ruling on the
accounts for
the year ending
31/12/2014

Office and main


function in the
Company
Director

Other offices and positions held over the last five years
Current

Expired

Deputy Chief Executive


Officer
Caisse des Dpts

Deputy Director of the Office of


Prime Minister Franois Fillon
(2007-2010)

Chairman of the
Appointments and
Remuneration
Director
Committee
Compagnie des Alpes SA
Veolia Transdev
Schneider Electric

Permanent
representative of CDC:
On the board of directors
of CNP Assurances;
Icade; Fonds Stratgique
dInvestissement.
Functions:
Chairman of the Audit
and Risk Committee of
Compagnie des Alpes;
Chairman of Icades
Appointments and
Remuneration
Committee;
Member of the Audit
Committee of Schneider
Electric.

Bouvier Christian
64, rue Madame
75006 Paris
75 years old
Shares held: 80

Re-elected by
the General
Meeting of
16/04/2008

Daubignard Ccile
48 route de
Montesson
78110 Le Vsinet
48 years old
Shares held: 1

Appointed by
the General
Meeting of
22June 2012

First appointed
on 23 June 1999
at Icade
(ex-EMGP)
Re-elected by
the General
Meeting of
22June 2012

General Meeting
ruling on the
accounts for
the year ending
31/12/2015

Director
Member of the
Strategy and
Investment
Committee

General Meeting (Independant)


ruling on the
Director
accounts for
the year ending
31/12/2015

Director
Socit dAutoroute ASF
Socit dAutoroute Escota
HLM Pax Progres Pallas
HLM Domaxis

Chairman of the Board of Directors


Fonds Stratgique dInvestissement
Director
Fonds Stratgique dInvestissement;
CNPAssurances; Dexia
Permanent representative of CDC:
On the board of directors of La Poste
Functions:
Member of the Audit and Risk
Committee, Investment Committee,
and Appointments and Remuneration
Committee of the Fonds Stratgique
dInvestissement.
Member of the Appointments and
Remuneration Committee of La Poste

Director
tablissement Public
du Palais de Justice de Paris
Member of the Appointments and
Remuneration Committee
Icade

Director
Amaline Assurance
Member of the
Supervisory Board
Runima
Director
of STAR

ICADE 2012 FINANCIAL AND LEGAL REPORT 339

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
De Poulpiquet de
Brescanvel Olivier
11 Ardmore Park
29-01 259957
Singapore
47 years old
Shares held: 1

Date of
appointment

Date of expiry
of office

Co-opted by
the Board of
Directors on
22June 2012

General Meeting
ruling on the
accounts for
the year ending
31/12/2013

Office and main


function in the
Company
(Independant)
Director
Member of the
Strategy and
Investment
Committee
Member of the
Appointments and
Remuneration
Comittee

Other offices and positions held over the last five years
Current

Expired

Co-Chairman
Morgan Stanley Real Estate
Investing (MSREI)

Director
Pirelli RE SPA

Investment Co-Director
Morgan Stanley Real Estate
Investing (MSREI)

Member of the Management Board


EPRA (European Public Real Estate
Association)

Director
Japan Core Property Fund
Ltd
MBA Real Estate de
Columbia University
Member of the
Investment Committee
Japan Core Property Fund
Ltd

Faugre Jean-Paul
4, place Raoul Dautry
75716 Paris cedex 15
56 years old
Shares held: 20

Co-opted by
the Board of
Directors on
20December
2012

General Meeting
ruling on the
accounts for
the year ending
31/12/2014

Director

Faure-Jarrosson
Benot
20, rue de Seine
75006 Paris
49 years old
Shares held: 1

Appointed by
the Combined
General Meeting
of 30/11/2007
Re-elected by
the Combined
General Meeting
of 07/04/2011

General Meeting
ruling on the
accounts for
the year ending
31/12/2014

Director
(independent)

Member of the
Strategy and
Investment
Committee

Chairman of
the Audit, Risk
and Sustainable
Development
Committee

Chairman of the Board


of Directors
of CNP Assurances
(29/06/2012)
Director
Caixa Seguros Brsil
(13/11/2012)
Managing Partner
Faure-Jarrosson
Financial analysis
Faure-Jarrosson Arbitrage
Director
Strand Europe Cosmetics SA
Gestion 21 SA
Cie Immobilire Acofi SA
Chairman of the Index
Committee
IPD France SAS

340 ICADE 2012 FINANCIAL AND LEGAL REPORT

Member of the Audit, Risk and


Sustainable Development
Committee
Icade

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Gilly Nathalie
15, quai Anatole
France
75007 Paris
48 years old
Shares held: 1

Office and main


function in the
Company

Date of
appointment

Date of expiry
of office

Appointed by
the Combined
General Meeting
of 07/04/2011

General Meeting Director


ruling on the
accounts for
the year ending
31/12/2014

Other offices and positions held over the last five years
Current

Expired

Director of Banking
Services
Caisse des Dpts

Chairman of the Board of Directors


CDC Trsor Premire Montaire

Chairman of the Board of


Directors
CDC Placement
Fonsicav
Obliscurit Sicav

Director
AEW Europe
SAGACARBON
Permanent representative
CDC Trimestriel
At the office of the APCC

Director
CDC Climat
Informatique CDC
GIP ADAJ
Permanent
representative of CDC
At the General Assembly of
the Fondation pour le Droit
Continental
On the board of Elan CDC
On the board of Caisse
Nationale des Autoroutes
On the board of ASINCA
Other positions
Representative of Elan CDC
on the board of DINAMIC
Gleeson Thomas
Francis
12, avenue des
Peupliers
75016 Paris
59 years old
Shares held: 15

Re-elected by
the Combined
General Meeting
of 15 April 2009
First appointed
at the former
Icade Emgp by
the Board of
Directors on
15February
2005 (ratified
by the Ordinary
General Meeting
of 19 April 2005)

General Meeting Director


ruling on the
(independent)
accounts for
the year ending
31December
2012

Chairman
Glibro Investments Ltd (Irl)

Chairman
Eirn Consultancy Ltd

Chairman and Director


Glibro Holding SAA. (Lux)
Glibro Design Ltd (Irl)
North Paris Real
Estate Fund (Irl)
Glibro Services Ltd (UK)
Wigam Holdings (Cyprus)

Chief Executive Officer


Glibro Chemol Ltd

Director
Glibro Chemol Ltd (Irl)
Consultancy Ltd (Irl)
Eirn

Director
Eirn Consultancy Ltd
Water Development & Energy Co Ltd (Irl)
City North Developments Ltd
Director
Icade, absorbed by Icade (ex-Icade Emgp)

Re-elected
by the Annual
General Meeting
of 22 March
2006 at Icade
(ex-EMGP)

ICADE 2012 FINANCIAL AND LEGAL REPORT 341

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Grzybowski Serge
35, rue de la Gare
75019 Paris
54 years old
Shares held: 1

Date of
appointment

Date of expiry
of office

Appointed by
the Combined
General Meeting
of 30/11/2007
Re-elected by
the Combined
General Meeting
of 07/04/2011

General Meeting
ruling on the
accounts for
the year ending
31/12/2014

Office and main


function in the
Company
Chairman of the
Board of Directors
and CEO

Other offices and positions held over the last five years
Current

Expired

Director
SILIC SA

Chairman and Chief Executive


Officer
Icade, absorbed by Icade (ex-Icade Emgp)

Chairman of
the Strategy
and Investment
Committee

Chairman of the Board of Directors


Compagnie La Lucette (Merged by Icade)
Chairman
Icade Tertial Rgions SAS
Icade Tertial SAS
Icade Property Management SAS
(ex-Icade Gestion Tertiaire)
Icade Eurogem SAS
Member of the Executive
Management Committee
HSBC France
Head of Financial Institution Group,
European Head, Real Estate HSBC plc
Director
Icade, absorbed by Icade (ex-Icade Emgp)
Icade Foncire des Pimonts, absorbed by
Icade (ex-Icade Emgp)
Compagnie la Lucette (absorbed by
Icade)
Permanent representative of
the manager/co-manager in the
SCI/SNC
Icade
Permanent representative of Icade
Director of Icade (ex-Icade Emgp);
Director of Icade Patrimoine, absorbed
by Icade (ex-Icade Emgp)

Lambert
Marie-Christine
208, rue Raymond
Losserand
75014 Paris
59 years old
Shares held: 10

Co-opted by
the Board of
Directors on
6December
2011
Re-elected by
the General
Meeting of
22June 2012

General Meeting
ruling on the
accounts for
the year ending
31/12/2015

Director
(independent)
Member of the
Audit, Sustainable
Development and
Risk Committee

Group Financial
Controller
France Tlcom/Orange
Director
Orange France
Co-entreprise Buy in
(France Tlcom/Deutsche
Telekom)
Member of the
Supervisory Board and
Audit Committee
Telekomunikacja Polskan
(Poland)

342

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Maes Benoit
26 rue de lUniversit
75007 Paris
55 years old
Shares held: 1

Date of
appointment

Date of expiry
of office

Appointed by
the General
Meeting of
22June 2012

General Meeting
ruling on the
accounts for
the year ending
31/12/2015

Office and main


function in the
Company
(Independant )
Director
Member of the
Appointments and
Remuneration
Committee

Other offices and positions held over the last five years
Current

Expired

Chairman of the Board of


Directors
Compagnie Foncire
Parisienne
Chairman of the Board of
Directors
France Gan
Chairman of the Board of
Directors
Groupama Asset
Management
Director
Groupama Gan Vie
Chairman of the Board of
Directors
Groupama Immobilier
Chairman of the Board of
Directors
Groupama Japon Stock
Chairman of the Board of
Directors
Groupama Private Equity
Chairman of the
Supervisory Board
Reunima
Chairman of the Board of
Directors
Securi-Gan
Director
La Banque Postale
Assurances IARD
Groupama SA permanent
representative
Groupama Banque
(Director)

ICADE 2012 FINANCIAL AND LEGAL REPORT 343

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Mareuse Olivier
56, rue de Lille
75007 Paris
49 years old
Shares held: 1

Office and main


function in the
Company

Date of
appointment

Date of expiry
of office

Co-opted by
the Board of
Directors on
31May 2011

General Meeting Director


ruling on the
accounts for
the year ending
31/12/2014

Other offices and positions held over the last five years
Current

Expired

Chief Financial Officer


Caisse des Dpts

Investment Director
CNP Assurances
(1999-2010)

Director
Director
AEW Europe
Socit Forestire de la CDC Fonds Stratgique dInvestissement
CDC Infrastructure
CDC Entreprise
DEXIA Groupe SA
Permanent
representative of CDC
Qualium Investissement
(Director)
Veolia Environnement
(Director)

344 ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Quinet Alain
92, avenue de France
75013 Paris
51 years old
Shares held: 1

Office and main


function in the
Company

Date of
appointment

Date of expiry
of office

Co-opted by
the Board of
Directors on
24 July 2008
and ratified by
the Combined
General Meeting
of 15 April 2009
Re-elected by
the General
Meeting of
22June 2012

General Meeting Director


ruling on the
accounts for
the year ending
31/12/2015

Other offices and positions held over the last five years
Current

Expired

Chief Operating Officer


Rseau Ferr de France

Member of the Management


Committee
Director of Finance and Strategy of the
CDC group

Observer
CNP Assurances SA
Director
Lyon Turin Ferroviaire SAS

Chairman and Chief Executive


Officer
CDC Entreprises Capital Investissement
Financire Transdev
Chairman of the Board of Directors
CDC Infrastructure
Egis
Director
Accor
Compagnie des Alpes
Dexia SA
Dexia Crdit local
Eiffage
Rseau Ferr de France
Socit Forestire de la CDC
Member of the Supervisory Board
lectricit Rseau Distribution
France
Compagnie des Alpes
Permanent representative of
CDC, member of the Supervisory Board
of Compagnie Nationale du Rhne
CDC, Director of CDC International
CDC, Director of the Fonds Stratgique
dInvestissement
Financire Transdev, Director of Transdev
Member of the Strategic Committee
CNP Assurances
Member of the Strategy and
Investment Committee
Icade
Functions
Chairman of the Commitments
Committee of Egis
Member of the Audit Committee of CNP
Assurances
Chairman of the Commitments
Committee of Rseau Ferr de France
Member of the Strategy Committee of
Electricit Rseau Distribution France
Member of the Commitments
Committee of Accor
Member of the Strategy Committee and
Remuneration Committee of Compagnie
des Alpes
Member of the Accounts Committee
ofEiffage
Member of the Audit and Risks
Committee, the Investment Committee
and the Remuneration Committee of FSI

ICADE 2012 FINANCIAL AND LEGAL REPORT 345

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Scemama Cline
56, rue de Lille
75007 Paris
41 years old
Shares held: 1

Date of
appointment

Date of expiry
of office

Appointed by
the Combined
General Meeting
of 07/04/2011

General Meeting
ruling on the
accounts for
the year ending
31/12/2014

Office and main


function in the
Company
Director
Member of the
Strategy and
Investment
Committee

Other offices and positions held over the last five years
Current

Expired

Director in charge
of the real estate
portfolio, forests, capital
expenditure and financial
holdings
Caisse des Dpts

Director
Verdun Participations 1
Verdun Participations 2

Chairman and Chief


Executive Officer
Socit Foncire Mogador
Director
SITQ Les Tours SA
Permanent
representative of CDC
AIH France (Director)
Foncire Franklin (Director)
SAGITRANS (Director)
SAFITRANS (Director)
GIE RER 97 (sole Director)
Socit dpargne
Forestire, Forts Durables
(Member of the Supervisory
Board)
Chairman of the
Investment Committee
Socit dpargne
Forestire, Forts Durables
Member of the Advisory
Board
European Property Investors
PBW Real Estate Fund NV
European Property Investors
Member of the
Investment Committee
Patrimonio Uno
Curzon Capital Partners
II LLP

346

ICADE 2012 FINANCIAL AND LEGAL REPORT

Permanent representative of CDC


Alteau SAS
CDC Arkhineo (Chairman)
Member of the Strategic Committee
CDC Arkhineo
Neocase Software

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

First name,
last name and
business address
Schimel Sabine
98, rue dAssas
75006 Paris
49 years old
Shares held: 1

Date of
appointment

Date of expiry
of office

Appointed by
the Combined
General Meeting
of 16/02/2010

General Meeting
ruling on the
accounts for
the year ending
31/12/2013

Office and main


function in the
Company
Director
Member of
the Audit, Risk
Management,
and Sustainable
Development
Committee

Other offices and positions held over the last five years
Current

Expired

Director of the
Department for
the Development
of Subsidiaries and
Affiliates
at Caisse des Dpts

Permanent representative of CDC


Compagnie des Alpes (Director)
Member of the Strategic Committee
Compagnie des Alpes

Permanent
representative of CDC
La Poste (Director)
Chairman of the Audit
Committee
La Poste
Member of the Strategy
and Investment
Committee
La Poste

Permanent representative of CDC


Financire Transdev (Director)
Permanent representative of CDC
SNI (Chairman of the Supervisory Board)
Member of the Audit Committee
SNI
Permanent representative of CDC
Transdev (Director)
Chairman of the Remuneration
Committee
Transdev

Member of the Quality


and Sustainable
Permanent representative of CDC
Development Committee CDC Entreprises (Director)
La Poste
Permanent representative of CDC
Permanent
CDC Entreprises Elan PME (Director)
representative of CDC
Permanent representative of CDC
EGIS (Director)
CDC Climat (Director)
Chairman of the
Chairman of the Remuneration
Commitments
Committee
Committee
CDC Climat
EGIS
Permanent
representative of CDC
Veolia Transdev (Director)
Chairman of the Audit
Committee
Veolia Transdev
Member of the Strategic
Committee
Veolia Transdev
Member of the
Appointments
and Remuneration
Committee
Veolia Transdev

As far as the Company is aware: there are no family links between


the corporate officers and the other senior managers of the
Company; no corporate officer and no senior manager of the
Company has, over the last five years (I) been convicted of fraud,
(II) been associated with bankruptcy, placed under compulsory
administration or liquidation or (III) been charged with an offence

and/or official public sanction ordered by statutory or regulatory


authorities; no corporate officer has been prevented by a Court
from acting as a member of a management or supervisory body
of an issuer or from being involved in the management or conduct
or the business affairs of an issuer over the last five years.

ICADE 2012 FINANCIAL AND LEGAL REPORT 347

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

9.1.1.3. Personal information concerning current


members of the Board of Directors
The directors have the following experience:
Antoine Gosset-Grainville
A graduate of the Paris Institute of Political Science and of
the Paris IX Dauphine University with a DESS postgraduate
degree in banking and finance and a student of the 1993 class of
the cole Nationale dAdministration (ENA), Antoine GossetGrainville began his career in the General Inspectorate of Finance.
He then became Deputy Secretary General at the Economic and
Financial Committee of the European Union in 1997. From 1999 to
2002, he served the European Commission as advisor on economic
and industrial affairs to the office of European Commissioner
for Trade, Pascal Lamy. A member of the Paris and Brussels Bar
Associations, in 2002 he became a partner of the Gide Loyrette
Nouel law firm. He led the Brussels office of this firm from 2002
to 2007. In 2007 he was named Deputy Director to the office
of Prime Minister Franois Fillon. Following his appointment by
decree of the President of France on 31 March 2010, he became
Deputy Chief Executive Officer of the Caisse des Dpts Group,
in charge of finance management, strategy and holdings, as well
as the groups international activities.
Christian Bouvier
Christian Bouvier began his career as official representative of the
Deputy General of the Paris Region and then as engineer to the
Essonne public works department (DDE), responsible for major
works and public building. From 1970 to 1978, he was Director
of the Tte Dfense project within the tablissement Public
pour lAmenagement de la Dfense (EPAD), and then became
technical adviser to the Office of Michel dOrnano, Minister of the
Environment and Living Standards. From 1981 to 1987, he was
a director of SGE Construction and then became Chairman and
Chief Executive Officer of BORIE-SAE, a public works subsidiary
of the SAE. From 1993 to 2004, he held the position of Managing
Director at EPAD.

Olivier de Poulpiquet
Holding an MBA from Columbia University, Olivier de Poulpiquet
began his career in the Banking and Investment division of Morgan
Stanley in 1994 and two years later joined Morgan Stanley Real
Estate Investing (MSREI). He served as Head of Acquisitions in
Italy and, a few years later, Co-Head of European Real Estate
Investing, where he was in charge of all of MSREIs European funds
(Core, Special Situations and MSREF). In 2004, de Poulpiquet left
Morgan Stanley to join Pirelli RE and in June 2008 was named
Executive Board Member of Pirelli RE and Chief Investment Officer,
responsible for raising funds, allocation of real estate assets,
investment decisions and asset management for the group.
In May 2010, he joined Morgan Stanley. Based in London until
mid-2011, he currently serves as Co-Chief Executive Officer
and Co-Chief Investment Officer at Morgan Stanley Real Estate
Investing in Singapore.
Jean Paul Faugre
A former student of the cole Polytechnique and the cole
Nationale dAdministration, Jean Paul Faugre, 56 years old,
served as Director of the Office of the Prime Minister from 2007 to
2012. Prior to this, he worked as Director of the Office of Franois
Fillon (in charge of Social Affairs, then of National Education)
from 20022005 and Prefect of the Alsace-Bas Rhin region from
20052007. Faugre has been Chairman of the Board of Directors
of CNP Assurances since 29 June 2012.
Previously, he has held the following positions and offices:
Insurance Commissioner (1980-1981), Auditor to the Conseil
dtat (1983), Deputy Secretary General of the Conseil dtat
(19861987), Technical Adviser of the Ministry of Infrastructure,
Housing, Territorial Development and Transport (19871988),
Government Commissioner to the Combined Court of the Conseil
dtat (19881990), Financial Director (19911994) of the French
Atomic Energy Commission (CEA), Director of Civil Liberties and
Legal Affairs for the Ministry of the Interior and Spatial Planning
(19941997), Prefect of Loir-et-Cher (19972001), Prefect of the
Vende (20012002), and member of the Conseil dtat (1998).

Ccile Daubignard

Benot Faure-Jarrosson

A graduate of the cole Centrale de Lyon, with an MBA from


the cole Suprieure de Commerce de Lyon, a graduate of the
Centre dtudes Actuarielles (CEA), and a member of the French
Actuarial Institute, Ccile Daubignard began her career at the
Mazars accounting firm, in charge of auditing and consulting.

Benot Faure-Jarrosson, who holds a Masters degree in Business


Law, a postgraduate DESS degree in Banking Law from IAE
de Paris, a DESCF postgraduate degree in Accounting and
Finance, and a DEA postgraduate degree in History of Law, has
been a financial analyst since 1987. An independent consultant
since1989, he has been in the property sector since 1992, working
with IEIF from 1992 to 1994), stockbrokers Fideuram-Wargny
from 1995 to 2006 and then Invest Securities. From 1990 to
2006 he also wrote a stock market column for the magazine
Challenges, taught property analysis at the University of Paris XII
and published numerous articles on property investment analysis.
He is responsible for the property sector group of the SFAF (Socit
Franaise des Analystes Financiers French Society of Financial
Analysts), and is Chairman of the IPD France Indices Committee.

In 1995 she joined the Groupama group as Auditing Manager


within the Gan Auditing Department, and then joined the Health
Department in 1997 as Manager of Accounting and Actuarial
Services.
In 1999 she joined the International Department of Groupama
S.A., where she headed the Financial Engineering Department
then the Planning, Budget and Results Department. She managed
the Initial Public Offering project in 2002 within the Groups
Finance Department and in 2005 became project officer to the
CEO of Groupama SA.
In January 2008, Ccile Daubignard was named Chief Strategy
Officer. She joined the Executive Management Committee of
Groupama SA in July 2011.

348 ICADE 2012 FINANCIAL AND LEGAL REPORT

Nathalie Gilly
Nathalie Gilly is a graduate of the Paris Institute of Political Science
(IEP de Paris) and holder of a DESCF postgraduate degree
in Accounting and Finance. She began her career in 1987 at
Price Waterhouse and joined Caisse des Dpts in 1994 in the

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

Department of Banking and Finance Operations (DABF) as a


financial auditor and then as Head of Internal Audit. In 2000
Nathalie Gilly joined the Department of Statutory Banking and in
2003 became Head of the Strategy and Customer Department.
After serving as Deputy to the Director of Banking Services
from 2008, she was appointed Director of Banking Services in
2010 and in that capacity is a member of the Caisse des Dpts
Management Committee.
Thomas Francis Gleeson
A graduate of the Dublin Institute of Technology and holder of
a Masters in Applied Economics from Paris Dauphine University,
since 1992 Thomas Francis Gleeson has been a Director and
shareholder of Glibro Holding SA, whose main subsidiary is Glibro
Investments Limited, a company based in Ireland and specializing
in financing produce businesses and loan financing. In 2004 he
became a member of the Board of Directors and Director of City
North Developments Limited. Since 2006 he has also been a
member of the Board of Directors and Chairman of Paris North
Real Estate Fund Limited.
Serge Grzybowski
A graduate of the Paris Institute of Political Studies and former
pupil of the ENA, Serge Grzybowski began his career as Civil
Administrator in the Local Development Department of Caisse des
Dpts from 1983 to 1987 then in the sub-department of savings
and financial markets of the Office of Housing and Construction
Financing of the Treasury Department from 1987 to 1989. He was
Deputy Managing Director of the Bourdais Group from 1989 to
1992, Deputy Managing Director and then Managing Director of
the Banque la Henin from 1992 to 1997, Member of the Executive
Board and Managing Director of the Banque du Developpement
des PME, the CEPME and Sofaris from 1997 to 2000, Managing
Director and Chairman of Banque Worms from 2000 to 2001. He
then continued his career in Gecina as Managing Director from
2001 to 2005 and then joined HSBC France in 2006 as Director of
Financial Institutions and European Property Manager. Appointed
Chairman and Chief Executive Officer of Icade in August 2007
and Icade Emgp in September 2007, he was re-elected Chairman
and Chief Executive Officer of Icade (formerly Icade Emgp) on
30November 2007, following the merger-absorption of Icade.
Grzybowski has been Chairman of France Green Building Council
since October 2010.
Marie-Christine Lambert
Marie-Christine Lambert, a Finance graduate of ESC Dijon, has
been Group Financial Controller at France Tlcom/Orange
since 2008. After joining France Tlcom in 1992, she served
successively as Finance Director of the IT subsidiaries, Finance
Director of cell phones in France, Chief Financial Officer of the
Orange division (the Groups mobile phone arm) and then Director
of Finance and Operations Management in France (landlines
and cell phones). Lambert began her career in 1975 in a French
subsidiary of ITT, then worked in operational finance in industry,
services and telecommunications.
Benot Maes
A Corps des Mines engineer and graduate of the French Actuarial
Institute, Benot Maes began his career working in government.
He served as Official Representative to the Prefect of the Centre

region from 1982 to 1985, Secretary General of the French Energy


Observatory from 1987 to 1988, and Technical Advisor to the
Office of the Minister of Industry from 1988 to 1990. In 1991
he joined the Gan group, where he held various managerial
positions within the Group Technical Analysis Department, in
the Individual Life and Distribution divisions, before becoming
Deputy Chief Executive Officer of Gan Assurances in 2002.
Maes became Groupama SAs Executive Director of Auditing
and Actuarial Services in 2005. In2007 he was named Managing
Director of GanAssurances. In2010, he became Managing Director
of Groupama Gan Vie and Director of Individual Insurance for
Groupama SA. He has been the Chief Financial Officer of Groupama
SA since December 2011.
Olivier Mareuse
A graduate of the Institute of Political Studies in Paris and the cole
Nationale dAdministration (ENA), Olivier Mareuse began his career
in 1988 in the collective insurance department of CNP Assurances
as Deputy Manager of the Department of Financial Institutions
and then, in 1989, Technical, Administrative and Accounting
Manager. In 1991 he was appointed Official Representative of the
Chief Executive Officer and in 1993 became Director of Strategy,
Management Control and Shareholder Relations. In 1999 he was
appointed Head of Investments with CNP Assurances and in
October 2010 joined Caisse des Dpts as the groups Deputy
Chief Financial Officer. Since December 2010 he has served as
Chief Financial Officer of the Caisse des Dpts group.
Alain Quinet
Former student of the cole Nationale dAdministration (ENA),
he successively held the following positions of Economist: at the
Forecasting Department of the Ministry of the Economy, Finance
and Industry (19881992), at the Department of Economic Affairs
of the Organization for Economic Co-operation and Development
(OECD) (19921994), Head of the Office of Economic Forecasting at
the Forecasting Department (19951997), Head of the Department
of Macro-Economic Studies for France at the Banque de France
(19971999), Sub-Director of Macro-Economic and Financial
Summaries at the Forecasting Department (19992002), Economic
Adviser to Jean-Pierre Raffarin (Prime Minister) (20022005),
Deputy Director for Economic Affairs of the cabinet of Dominique
de Villepin (Prime Minister) (20052007), and General Finance
Inspector (since 2007). Since 2008 he has been the Director
of Finance and a member of the Management Committee at
Groupe Caisse des Dpts and since December 2010 Deputy
Chief Executive Officer of Rseau Ferr de France.
Cline Scemama
Cline Scemama is a graduate of the cole Suprieure de
Commerce de Paris, holds a DESS postgraduate degree in Human
Resources and is a member of the French Society of Financial
Analysts, SFAF. She joined Caisse des Dpts 18 years ago and is
currently in charge of unlisted portfolios. Cline Scemama spent
10years working in the Department of Structured Finance in Paris
and New York, where she worked on real estate financing, LBOs,
and project and asset financing. She then joined the Department of
Strategy where she worked on a number of strategic investments,
including an infrastructure asset portfolio. Cline Scemama
also strategically monitors some of the Groups subsidiaries and
shareholdings.

ICADE 2012 FINANCIAL AND LEGAL REPORT 349

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

Sabine Schimel

Working of the Board of Directors

Sabine Schimel has been a member of the Board of Directors of


La Poste since 7 April 2011.

In order to specify the internal operating procedures, at its meeting


of 22 June 2011, the Board of Directors of the Company adopted
a new version of its bylaws.

Born in 1963 and a graduate of the cole Polytechnique et


Administratrice of the French Institute of Statistics (INSEE), Sabine
Schimel began her career in 1989 with the Forecasting Department
of the Ministry of Finance. In 1993 she joined CNP Assurances
and was responsible for supervising management of individual
insurance, then of the central actuarial service.
She became Manager of the Financial Institution Partnerships
Centre and led the division in charge of collective insurance.
In 2005, she took over management of the performance of
international subsidiaries.
In 2009, she joined the Caisse des Dpts et Consignations,
where she served as Director of Development, Subsidiaries
and Affiliates.
9.1.1.4. Working of the Board of Directors
Powers of the Board of Directors
The Board of Directors establishes the Companys business
strategy and supervises its execution. Subject to the powers
expressly reserved for Shareholder Meetings and within the
limit of the corporate purpose, it addresses all questions relating
to thedue and proper functioning of the Company and settles
matters concerning it through its discussions.
In its reports with third parties, the Company is committed even
by acts of the Board of Directors that are beyond the scope of
the corporate purpose, unless it can prove that the third party
knew that the act was beyond the scope of said purpose or the
third party could not have failed to know that fact, given the
circumstances; the publication of the Articles of Association on
its own not being sufficient proof. The Board of Directors conducts
checks and controls as it deems appropriate.
The Chairman or Chief Executive Officer of the Company is bound
to provide every Director with all the documents and information
necessary to the performance of his mission.
With the assistance of committees, the Board:
(I)

defines powers within the Company and exercises the


respective powers and responsibilities of the Companys
bodies;

(II) ensures that no person has the power to commit the Company
without control;
(III) oversees the smooth running of the internal control bodies
and the satisfactory performance of their duties by the
auditors. The Board monitors the quality of the information
supplied to shareholders and the financial markets through
the accounts and annual report it produces.

350

ICADE 2012 FINANCIAL AND LEGAL REPORT

Icades internal regulations are available on the Companys


website (see: http://w w w.icade.fr/fo/fr/content /ar ticle/
icade-emgp-gouvernance.do).
The Board of Directors meets at least twice a year and as frequently
as the interests of the Company so require, upon a notice of
meeting from its Chairman or at the written request to the
Chairman of at least three of its members.
If the Board has not met for more than two months, a group of
directors representing at least one third of the members in office
can ask the Chairman to call a meeting of the Board with a specific
agenda. If the positions of Chairman and Chief Executive Officer
are separate, the Chief Executive Officer can ask the Chairman
to call a meeting of the Board with a specific agenda.
The Chairman is bound by requests sent to him and must call a
meeting of the Board of Directors as quickly as possible and in
any case within seven days of receiving such a request.
Notices of meeting are issued at least five days in advance by
any written means. This five day period may be reduced if three
Directors (including the Chairman) agree to hold the meeting
sooner.
The meeting is held at the registered office or any other venue
indicated in the notice of meeting.
Before the meeting, the Directors receive the agenda for the board
meeting and, whenever circumstances permit, the information
necessary for their consideration.
Every member of the Board of Directors has the freedom and
responsibility to ask the Chairman to include any topics he or she
considers to come within the purview of the Board of Directors
on the draft agenda.
The following are deemed to be present for calculating the
quorum and majority: Directors who attend the Board of Directors
meeting by videoconferencing, telecommunications or remote
transmission enabling them to be identified and guaranteeing
their actual participation in the Board of Directors meeting,the
deliberations of which are transmitted continuously and
simultaneously. This provision is applicable in all circumstances
permitted by applicable legal and regulatory provisions and in
accordance with the same.
The Board can only deliberate validly if at least half the directors
are present. Decisions are taken by a majority of the votes of
members present or represented. In the event of a split vote, the
Chairman of the meeting shall have the casting vote.
In respect of each item on the agenda, the decision adopted must
be clearly expressed and identified in the minutes.

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

Icades Board of Directors met eight times in 2012. The level of


attendance of Board members was 76.6% during this financial
year.

9.1.2.

Management bodies

The positions of Chairman of the Board of Directors and Chief


Executive Officer of the Company are not separate and on the
date of this report are filled by Serge Grzybowski.
No Deputy Chief Executive Officer has been appointed.
9.1.2.1. Powers of the Chief Executive Officer
Serge Grzybowski, in his capacity as Chief Executive Officer, is
invested with the most extensive powers to act on behalf of the
Company in all circumstances. He exercises his powers within
the limits of the corporate purpose and subject to those that the
law expressly assigns to Shareholders Meetings and the Board
of Directors.
He represents the Company in its relationships with third parties.
The Company is committed even by actions by the Chief Executive
Officer that are beyond the scope of the corporate purpose,
unless the Compant can prove that the third party knew that
the act was beyond the scope of said purpose or could not have
failed to know that fact, given the circumstances; the publication
of the Articles of Association alone not being sufficient proof.
The clauses of the Articles of Association or the decisions of the
Board of Directors limiting the powers of the Chief Executive
Officer may not be invoked in relation to third parties.
Neither the Companys Articles of Association, nor the Board of
Directors have set limits on the commitment authority of the Chief
Executive Officer with the exception of the implementation of the
stock purchase program approved by the General Shareholders
Meeting on 22 June 2012. Further, the Board of Directors meeting
on 22 June 2012 gave all authority to the Chairman and CEO, up
to a maximum of 2.5% of the Companys share capital and within
the limit of a maximum purchase price per share of 100 euros,
excluding acquisition expenses, to negotiate and sign any new
settlement agreement, approve any bourse or over-the-counter
orders, and allocate the acquired shares for the various purposes
of this program.
9.1.2.2. Management
The principal senior managers of the Company are as follows:
Marianne de Battisti, member of the Executive Committee
and head of Key Accounts, Institutional Relations and
Communications
A graduate of the Institutes of Political Studies in Grenoble and
Paris, as well as the Ecole Nationale des Ponts et Chausses,
Marianne de Battisti gained operational experience at Icade where
she successively held the position of Development Director in
Lyon, Branch Director in Grenoble and Rouen, and Institutional
Director for northern France and the Paris Region. At the same
time she had management responsibilities in several public/
private property companies. In 2001 she took the position of

Managing Director of Icade Cits. In 2004, de Battisti became


a member of the Executive Committee, in charge of Icades
marketing and communication. In 2005, in addition to her previous
positions, she was appointed International Director of Icade.
She has been in charge of Key Accounts, Institutional Relations
and Communications on Icades Executive Committee since
2011. In 2012, she became Enterprise and Media Director, as an
ASC-certified corporate executive (IFA 2012) and was named
director of SCET. She received the title of Chevalier in the French
National Order of Merit in September 2012. She is a member of
the RICS (Royal Institution of Chartered Surveyors).
Dominique Bghin, member of the Executive Committee
and head of the Commercial Property Investment Division
and International Business
Dominique Bghin graduated from the Ecole Suprieure du
Btiment, de lIndustrie et des Travaux Publics in 1979. He was
director of investment at Gnrali Immobiliare, having been
Development Director for the group Atrium European Real Estate,
Executive Director at Morgan Stanley, Deputy Director for12years
at Sgec Klpierre, and having held various management
positions at Eiffage Real Estate for 11 years.
Bghin joined Icade in April 2011 as a member of the Executive
Committee and head of the Commercial Property Investment
Division and International Business.
Herv Manet, member of the Executive Committee and
head of the Property Development Division
Herv Manet graduated from IEP in Lyon and holds a DEUG
postgraduate degree in economics. After 17 years with SAE,
including six as managing director for property development
inle-de-France, he moved on to become Chairman and Director
of Bouwfonds Marignan Immobilier for eight years. A member
of the le-de-France Property Club, he also serves as Chairman
of the Federation of Property Developers and Builders (FPI),
le-de-France region, and member of the national committee of
the FPI. Manet joined Icade in November 2007 where he is head
of the property development division.
Nathalie Palladitcheff, member of the Executive Committee
and head of Finance, Legal Matters, IT and the Property
Services Division
Nathalie Palladitcheff graduated from ESC Dijon and holds a
DESCF and a DECF. She began her auditing and consulting career
at Coopers & Lybrand Audit (1991-1997), then joined Banque
Franaise Commerciale Ocan Indien (Crdit Agricole Indosuez)
(19972000) as Director of Financial Affairs and Management
Audits, before becoming Deputy Managing Director of Socit
Foncire Lyonnaise de Paris (20002006). She served as Managing
Director of Dolmea Real Estate (Axa Group) beginning in May2006
before joining Icade in September 2007 as member of the
Executive Committee and head of Finance, Legal Affairs and
IT. In addition to the positions listed above, she was appointed
Head of the Property Services Division in 2010. Palladitcheff
received the title of Chevalier in the French National Order of
Merit in April 2012.

ICADE 2012 FINANCIAL AND LEGAL REPORT 351

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

Corinne Lemoine, member of the Executive Committee


and head of Human Resources
A graduate of CELSA (1984) and the IGS (1993), Corinne Lemoine
began her career working for Transearch International (19841986).
She then joined Partner Consulting Group, where she servedas
a consultant (1986-1992). In 1992, she joined Scetauroute (Egis
group) where she was in charge of hiring and professional mobility
counselling. Lemoine became Scetauroutes Human Resources
Director in 1998. She has been Director of Human Resource
Development at Egis SA since October 2007.
Lemoine joined Icade on 1 February 2013 as a member of the
Executive Committee and head of Human Resources.

progress every six months and looks at related indicators. It


manages for ward studies aimed at better understanding
customers sustainable development expectations and needs,
and keeps up to date with changes in regulatory frameworks.
It oversees the running of demonstration projects and makes
recommendations with regard to priority training programs. It
holds five meetings per year.
The Commitments Committee
The Commitments Committee is responsible for examining
and giving its opinion on all investment and disinvestment
commitments of Icade and its subsidiaries, whether on or off
the Group balance sheet. It meets twice a month and whenever
circumstances so dictate.

9.1.2.3. Management committees

The Executive Committee meets every week to address matters


relating to Icades finances, organization, customers and staff. It
also systematically reviews ongoing projects.

It examines all projects over a certain threshold. The projects


submitted for Icades Commitment Committees opinion are
subject to a prior opinion from the commitment committees
and/or offices of each business, which express an opinion on
all projects with no consideration threshold. The Commitments
Committee gives its opinion, with no consideration threshold, on
all international development projects, new business development
projects and external growth operations as well as holdings,
disposal of securities, businesses, mergers and partnerships.

The Icade Executive Committee comprises the following members:

The Human Resources Committee

In addition to the six existing management committees, the


Companys management created an additional committee: the
Information Systems Committee.
The Executive Committee

Serge Grzybowski, Chairman and Chief Executive Officer;

Marianne de Battisti, member of the Executive Committee


and head of Key Accounts, Institutional Relations and
Communications;

Dominique Bghin, member of the Executive Committee


and head of the Commercial Property Investment Division
and International Business;

Herv Manet, member of the Executive Committee and


head of the Property Development Division;

Nathalie Palladitcheff, member of the Executive Committee


and head of Finance, Legal Matters, IT and the Property
Services Division;

Corinne Lemoine, member of the Executive Committee


and head of Human Resources.

The Risks, Rates, Cash Flow and Financing Committee


The Risks, Rates, Cash Flow and Financing Committee is responsible
for studying and deciding upon the Groups refinancing and
rate-risk hedging policy and relations with banks and financial
market players. It is responsible for monitoring asset/liability
management, allocation of Group resources and market risks
in the event of investment (credit, rates, etc.). It also monitors
macro-economic indicators and market factors influencing
Icades business sector as well as the financial activity indicators
of Icades cash and debt sectors. It meets once a month.

The Coordination Committee

The Information Systems Committee

The Coordination Committee meets to discuss the Companys


strategy, developments in operational activities, business
acquisitions and disposals and synergies between companies in
the Group.

In addition to unifying technology and streamlining skills, the


main challenge for the Information Systems Department is in
pooling and integrating the business and financial resources
of each subsidiary so that all subsidiaries have an overall and
cohesive view of the information system. Consequently Icade is
faced with a number of decisions to make regarding a projects
relevance, priority and budget. To remain responsive and not
hinder the Companys development projects, the Information
Systems Committee provides an opinion on key projects annually
and is consulted as necessary throughout the year.

Sustainable Development Committee


The Sustainable Development Committee is tasked with steering
the Groups sustainable development policy and ensuring its
foothold within the operating teams and relevance to market
developments. It coordinates the monitoring of the Groups
program of sustainable development initiatives, reviews its

352

The Human Resources Committee usually meets every two weeks


to discuss human resources matters within the Group and in
particular the monitoring of major dossiers in progress, reporting
on mobility in progress, recruitment, legislation and legal aspects,
training and the introduction and monitoring of procedures.

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

The Marketing Committee

9.2.

The purpose of the Marketing Committee is to bring together all


of Icades business lines and the Key Accounts Department on a
bi-monthly basis to examine the following on a Group-wide level:

REMUNERATION AND BENEFITS


FOR CORPORATE OFFICERS

9.2.1.

Policy of determining remuneration


of corporate o}cers

actions taken with key accounts (such as Frances CAC


40 companies);

actions taken with potential users for assets to be leased;

prospects for our commercial property development


activities.

The Marketing Committee is chaired by Serge Grzybowski.

9.1.3.

Con_icts of interest between management


bodies and general management

As far as the Company is aware, there are no potential conflicts of


interest between the duties of members of the Board of Directors
and general management towards the Company and their private
interests. As far as the Company is aware, there is no restriction
accepted by a member of the Board of Directors regarding the
disposal of his holding in the share capital of the Company within
a certain period of time. It is however pointed out that according
to Article 10, Paragraph 2 of the Articles of Association, each
director must hold at least one share in the Company throughout
his mandate.

9.1.4.

Transactions in Icade shares carried out


by management bodies

In 2012, no transactions in Icade shares were carried out by


members of the management bodies.

In accordance with Article L. 225-37 of the French Commercial


Code, the principles and rules for determining remuneration and
benefits of any kind granted to corporate officers are specified in
the Chairman of the Board of Directors report on the conditions
for preparing and organizing the Boards work and on the internal
control procedures.
The rules for allocating the variable part of the remuneration of
the Chairman and Chief Executive Officer are as follows:
Based on a recommendation from the Appointments and
Remuneration Committee, the Board of Directors, at its meeting
of 26 March 2012, revised the criteria determining the variable
portion of the remuneration for Icades Chairman and CEO in order
to adapt it to Icades business and its development.
Three quantitative criteria were selected for 30% of the fixed
remuneration (Icades profitability: EBITDA/revenues, profitability
of the Development business: operating profit/revenues and
current net cash flow) and three qualitative criteria for 30%
of the fixed remuneration (execution of the Silic operation,
continuation of the sustainable development strategy, reporting
and management).
The variable portion of the Chairman and Chief Executive Officers
remuneration is capped at 60% of his basic annual salary.

9.2.2. Individual and detailed remuneration


of corporate o}cers
The following table lists the pay and benefits of all types paid to
each corporate officer (including directors fees) during 2011
and 2012.
The Chairman and Chief Executive Officer does not hold a contract
of employment with Icade. He is remunerated in respect of his
corporate position, under the conditions set by the Board of
Directors.

ICADE 2012 FINANCIAL AND LEGAL REPORT 353

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

Variable
portion
gross

2011

2012

Variable
portion
gross Directors Directors
(B)
fees
fees

Variable
portion
gross Directors Directors
(B)
fees
fees

Variable
portion
gross

Total
gross
(A) + (B)

Fixed
portion
gross
(A)

Amounts
due

Amounts
paid

Amounts
due

5.6

675.0

400.0

184,4(2)

329.2(6)

0.0(1)

0.0(1)

6.0

729.2

64.5(2)

0.0

0.0

0.0

0.0

0.0

78.8(4)

90.8(3)

0.0

0.0

6.4

25.0

0.0

0.0

0.0

0.0

0.0

0.0

6.4

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

3.0

18.0

0.0

0.0

0.0

0.0

0.0

0.0

3.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

BERTHEZENE MICHEL/Director

0.0

0.0

0.0

3.0

22.5

0.0

0.0

0.0

0.0

0.0

0.0

3.0

0.0

0.0

BOUVIER CHRISTIAN/Director

0.0

0.0

0.0

24.0

24.0

0.0

0.0

0.0

0.0

0.0

19.5

24.0

0.0

0.0

BRAIDY PHILIPPE/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

CALVET JACQUES/Director

0.0

0.0

0.0

3.2

21.8

0.0

0.0

0.0

0.0

0.0

0.0

3.2

0.0

0.0

DAUBIGNARD CECILE/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

6.0

0.0

0.0

0.0

FAUGERE JEAN-PAUL/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

1.5

0.0

0.0

0.0

FAURE JARROSSON BENOIT/Director

0.0

0.0

0.0

21.4

19.5

0.0

0.0

0.0

0.0

0.0

20.5

21.4

0.0

0.0

GALLOT JROME/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

GAUBERT THIERRY/Director

0.0

0.0

0.0

12.0

15.0

0.0

0.0

0.0

0.0

0.0

0.0

12.0

0.0

0.0

GILLY NATHALIE/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

GLEESON THOMAS FRANCIS/


Director

0.0

0.0

0.0

16.5

16.5

0.0

0.0

0.0

0.0

0.0

12.0

16.5

0.0

0.0

LAMBERT MARIE-CHRISTINE/
Director

0.0

0.0

0.0

4.5

0.0

0.0

0.0

0.0

0.0

0.0

16.5

4.5

0.0

0.0

MAES BENOIT/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

4.5

0.0

0.0

0.0

MAREUSE OLIVIER/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

MUNK ALFONSO/Director

0.0

0.0

0.0

16.5

13.5

0.0

0.0

0.0

0.0

0.0

7.5

16.5

0.0

0.0

PEENE CHRISTIAN/Director

0.0

0.0

0.0

4.5

24.2

0.0

0.0

0.0

0.0

0.0

0.0

4.5

0.0

0.0

DE POULPIQUET OLIVIER/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

7.5

0.0

0.0

0.0

QUINET ALAIN/Director

0.0

0.0

0.0

15.0

0.0

0.0

0.0

0.0

0.0

0.0

7.5

15.0

0.0

0.0

SCEMAMA CELINE/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

SCHIMEL SABINE/Director

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

400.0

329.2

275.0

220.8

264.5

5.6

675.0

400.0

184,4

329.2

181.8

220.8

6.0

729.2

Fixed
portion
gross
(A)

Amounts
due

Amounts
paid

Amounts
due

400.0

329.2(6)

275.0(5)

0.0(1)

0.0(1)

CDC/Represented by A. GOSSET GRAINVILLE/Director

0.0

0.0

0.0

90.8(3)

ALPHANDERY EDMOND/Director

0.0

0.0

0.0

ARKWRIGHT EDWARD/Director

0.0

0.0

AUTHEMAN MARC ANTOINE/


Director

0.0

BAILLY OLIVIER/Director

Members of the
Board of Directors
Surname/First name/Function
(in thousands of euros)

Amounts Benefits in
paid kind (car)

Amounts Benefits in
paid kind (car)

Total
gross
(A) + (B)

Icade
GRZYBOWSKI SERGE/Chairman
and CEO

TOTAL
(1)
(2)
(3)
(4)
(5)
(6)
(7)

354

After waiving Icades prot.


Total directors fees paid to CDC (including those of Olivier Bailly, Philippe Braidy, Jrme Gallot, Alain Quinet and Sabine Schimel).
Total directors fees paid to CDC (including those of Edward Arkwright, Olivier Bailly, Philippe Braidy, Jrme Gallot, Nathalie Gilly, Olivier Mareuse, Cline Scemama and Sabine Schimel).
Total directors fees paid to CDC (including those of Edward Arkwright, Nathalie Gilly, Olivier Mareuse, Cline Scemama and Sabine Schimel).
Amount decided by the Board of Directors on 16 February 2011.
Amount decided by the Board of Directors on 16 February 2012.
Amount decided by the Board of Directors on 20 February 2013.

ICADE 2012 FINANCIAL AND LEGAL REPORT

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

Each Board member owned at least one Icade share at 31 December 2012, in accordance with legal requirements.

Table summarizing remuneration, options and shares awarded to each senior executive corporate o}cer
2011

2012

734.8

590,4

671.4

N/A

N/A

290,1

(in thousands of euros)

Serge GRZYBOWSKI/Chairman and CEO


Remuneration due for the year (*)
Valuation of options awarded during the year

(**)

Valuation of performance shares allocated during the year

(*) Including a one-o bonus for the Silic operation in 2011 for 120 thousand euros .
(**) This value corresponds to the value of options and nancial instruments during their allocation as held within the scope of application of IFRS 2, having taken
in account, in particular, any discount associated with performance criteria and with the probability of service in the Company at the start of the acquisition
period, but prior to the eect of spreading of the charge under IFRS 2 over the acquisition period.

Table summarizing benets (concept of employment contract, pension scheme, compensation or benets owed or
which may be owed due to termination or change of functions or compensation relating to non-competition clause)

Employment
Contract

Senior Executive Corporate Officers

Yes

Serge GRZYBOWSKI
Chairman and Chief Executive Officer
Date of start of office: 30/11/2007
Date of end of office: 31/12/2014(*)

Compensation or
benefits owing or
likely to be owing
due to termination
or change of
functions

Additional
pension scheme
No

Yes

No

Yes

No

Compensation
relating to
non-competition
clause
Yes

No

(*) At the end of the general meeting which will give a ruling on the accounts for the year ending 31 December 2014.

9.2.3.

Compensation, pension liabilities and


other benets

9.2.3.1. Liabilities and benefits granted to


Mr Serge Grzybowski
On 7 April 2011, the Icade Board of Directors agreed to pay Serge
Grzybowski a severance payment in the event of forced departure
associated with a change of control (under Article L. 233-3 of
the Commercial Code) or with a strategic disagreement with the
Board of Directors.
In accordance with Article L. 225-42-1 of the Commercial Code,
this severance pay shall be subject to compliance with conditions
related to the beneficiarys performance in terms of value creation
established at Icade level according to the procedures described
below. Reference to the NPGS below means after restatement of
capital gains from disposals.

a. Determining the change in the NPGS


The change in the NPGS shall be assessed by making a comparison
between the last known NPGS during the calendar year preceding
the date of dismissal of Serge Grzybowski (hereinafter referred to
as the last NPGS) on the one hand, and the average of the NPGS
for the two calendar years preceding the last NPGS (hereinafter
referred to as the NPGS of the reference period).
If the last NPGS is the same as or more than the NPGS of the
reference period, the payment shall be due.
b. Taking into account changes in market trends
This severance payment will be equal to:

twice the total gross salary (fixed and variable portions)


received during the twelve months before his position is
terminated, if he has served as Chairman and Chief Executive
Officer for at least twelve months; or

ICADE 2012 FINANCIAL AND LEGAL REPORT 355

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

if the effective duration of his term as Chairman and CEO is


less than 12 months, his remuneration received during the
latest months of his previous term as managing director will
be taken into account, in order that the Severance Payment
may be calculated over a 12-month period.

Icades Board of Directors meeting of 7 April 2011 agreed for


the Company to purchase an unemployment insurance policy
for Serge Grzybowski from GSC (Garantie Sociale des Chefs et
Dirigeants dEntreprise), a French insurance association. The
cost of this insurance policy was 17,001 euros for coverage for
the period from 1 January to 31 December 2012.
Icades Board of Directors meeting of 7 April 2011 also decided to
grant Serge Grzybowski a company car as per the rules defined
within Icade.
9.2.3.2. Liabilities and benefits granted to other
corporate officers
At 31 December 2012, no compensation is planned for the other
corporate officers of Icade on termination of their directorship
within the Company.
As at that same date, Icade has not given any retirement pension
or similar undertaking to its corporate officers. In addition,
none of the Icade corporate officers has a company-sponsored
supplemental retirement plan.
As at the date of this document, Icade has not granted any loans,
advances, or guarantees to any of its corporate officers, and
neither Icade nor its subsidiaries have any agreements in place
to grant benefits to Icade Board Members, except those listed in
Chapter 7 D 2 of this report.

9.2.4.

Stock options and bonus share allocation


or purchase of shares assigned during the
nancial year to each senior executive
corporate o}cer by the issuer and by any
company within the Group

During the period 2007-2008, the Board of Directors adopted two


plans for options for the allocation of shares, after a proposal from
the Appointment and Remuneration Committee.
An initial plan 1-2008 was finalised by the Board of Directors
meeting of 30 November 2007. The beneficiaries may, with no
condition for the prior achievement of economic objectives,
exercise 40% of the total number of options assigned to them.
The exercising of 60% of the assigned options depends on the
prior achievement of economic objectives (share price and net
profit Group share).
A second plan 1.2-2008 was finalised by the Board of Directors
meeting of 24 July 2008. The beneficiaries may, with no condition
for the prior achievement of economic objectives, exercise 80%
of the total number of options assigned to them. The exercising of
20% of the assigned options depends on the prior achievement
of economic objectives (over-performance of the share price in
relation to the Euronext IEIF French Property index).
The following table gives the stock options and bonus shares held
by Icade corporate officers following this redistribution, based on
options granted according to the stock option and bonus share
allocation plans described in the corresponding special report,
as at 31 December 2012.
On 16 February 2012, Icades Board of Directors adopted a bonus
share allocation plan for corporate officers (Article L225-185 of
the Commercial Code).

Share subscription or purchase options assigned during the year to each senior executive corporate o}cer by
the issuer and by any company within the Group
Bonus shares assigned to the corporate officer during the financial year

Name of senior
executive
corporate officer
Serge GRZYBOWSKI

356

Number of
shares assigned
during the
financial year

Value of options
according to the
method used for
the consolidated
accounts

Acquisition
date

Date available

Plan 2-2012
2 March 2012

5,984

290,104

02/03/14

03/03/16

100% of shares
are subject to
achievement of
current net cash
ow objectives

Plan 1-2012
2 March 2012

15

NS

02/03/14

03/03/16

No conditions
(accessible plan)

No. and date of


plan

ICADE 2012 FINANCIAL AND LEGAL REPORT

Performance
conditions

ADDITIONAL INFORMATION ADMINISTRATION AND MANAGEMENT

9.3.

BOARD OF DIRECTORS COMMITTEES

Through a desire to be transparent and to provide information to


the public, Icade has put in place the three specialised committees
described below: The three committees are the Audit, Risk
Management, and Sustainable Development Committee, the
Appointments and Remuneration Committee, and the Strategy
and Investment Committee.
These committees have consultative power and operate under
the responsibility of the Board of Directors.
In areas falling within their jurisdiction, the function of the
committees is to prepare and facilitate the work of the Board of
Directors. They issue recommendations for the attention of the
Board of Directors.
The committees consist of a minimum of three and a maximum of
five members, at least two thirds of whom must be independent
directors in respect of the Audit, Risks and Sustainable Development
Committee, selected by the Board of Directors from among its
members. Members are appointed in a personal capacity and
may not have themselves represented.

9.3.1.

The Audit, Risk Management and


Sustainable Development Committee

Assignments
The Audit, Risk Management and Sustainable Development
Committee is responsible for ensuring the accuracy and
truthfulness of Icades annual and consolidated f inancial
statements and the quality of internal audit and the information
provided to shareholders and to the markets.
It assesses major risks and ensures adherence to the individual
and collective values upon which Icades operations are founded,
and the codes of conduct which all its staff must apply. Amongst
these values are Icades specific responsibilities as regards
protecting and improving the environment and sustainable
development.
Composition and operation
The three members of the Audit, Risk Management and Sustainable
Development Committee, two thirds of whom are independent
directors, are Benot Faure-Jarrosson (Committee Chairman and
independent director), Marie-Christine Lambert (independent
director) since 22 June 2012, replacing Alfonso Munk, and Sabine
Schimel.
This Committee meets as often as it considers it necessary or
appropriate, upon any kind of notice of meeting from its Chairman
or, with the latters consent, from the Secretary of the Board of
Directors.
The Committee met five times in 2012. The level of attendance
of Committee members was 93.3% during this financial year.

9.3.2.

Appointments and Remuneration


Committee

Assignments
The Appointments and Remuneration Committee is responsible
for assessing applications for the appointment of corporate
officers and for making suggestions as regards their remuneration.
It is involved in establishing the Companys employee profitsharing policy and for making suggestions on resolutions to
grant subscription and/or purchase options for the Companys
shares to all or some of the employees and on the allotment of
shares free-of-charge.
Composition and operation
The three members of the Appointments and Remuneration
Committee are Antoine Gosset-Grainville (Chairman), Benot
Maes (independent director) since 22 June 2012, replacing
Marie-Christine Lambert, and Olivier de Poulpiquet (independent
director) since 20 December 2012, replacing Serge Grzybowski.
This Committee meets as often as it considers it necessary or
appropriate, upon any kind of notice of meeting from its Chairman
or, with the latters consent, from the Secretary of the Committee.
The Committee met four times in 2012. The level of attendance
of Committee members was 91.7% during this financial year.

9.3.3.

Strategy and Investment Committee

Assignments
The duty of the Strategy and Investment Committee is to examine
any investment or disinvestment project by the Company greater
than 50 million euros and any external growth operation greater
than 30 million euros. It examines the policy of development by
internal growth and the strategic policies of the Group.
Composition and operation
The five members of the Strategy and Investment Committee are
Serge Grzybowski (Chairman), Olivier de Poulpiquet (independent
director) since 22 June 2012, Jean-Paul Faugre since 20 December
2012, replacing Edward Arkwright, Christian Bouvier and Cline
Scemama.
This Committee meets as often as it considers it necessary or
appropriate, upon any kind of notice of meeting from its Chairman
or, with the latters consent, from the Secretary of the Board of
Directors.
Due to the nature of its work, this Committee meets at least
once a year to give a progress report on the execution of the
strategic plan.
This committee met seven times in 2012, twice with an enlarged
composition of directors who wished to participate. The level
of attendance of Committee members was 96.7% during this
financial year.

ICADE 2012 FINANCIAL AND LEGAL REPORT 357

ADDITIONAL INFORMATION PERSONS RESPONSIBLE

10. Persons responsible


10.1. PERSON RESPONSIBLE FOR THIS
DOCUMENT
Serge Grzybowski, Chairman and Chief Executive Officer of Icade.

10.3. STATUTORY AUDITORS


Principal Statutory Auditors
PricewaterhouseCoopers Audit

10.2. DECLARATION BY THE PERSON


RESPONSIBLE FOR THIS DOCUMENT
I, the undersigned, Serge Grzybowski, Chairman and Chief
Executive Officer of Icade certify, having taken all reasonable
measures to that end, that the information contained in this
reference document, to my knowledge, conforms to reality and
does not contain any omission likely to alter its scope.
I declare, to the best of my knowledge, that the financial statements
are established in accordance with applicable accounting standards
and give a true picture of the assets, the financial situation and the
results of the Company and all of the companies included in the
consolidation and that the management report (shown on pages
2-62, 64-143, 150-184, 302-318, 321-328 and 337-361) gives a true
picture of the development of the business, profit/loss and the
financial situation of the Company and all the companies included
in the consolidation, together with a description of the main risks
and uncertainties to which they are exposed.
I have obtained a letter of completion of works from the statutory
auditors in which they state that they have checked the information
relating to the financial situation and accounts given in this
reference document and have read the whole document.
The consolidated financial statements for the year ended
31December 2012 have been the subject of a report by the
statutory auditors, which is presented on pages 146-147, and
which contains the following observation:
Without calling into question the opinion expressed above, we draw
your attention to the portion of Note 22 of the appendix concerning
the accounting treatment used for the tax audit your company
underwent with regard to the financial year 2007.
The consolidated financial statements for the year ended
31 December 2012 have been the subject of a report by the statutory
auditors, which is presented on pages 186-187, and which contains
the following observation:
Without calling into question the opinion expressed above, we draw
your attention to the portion of Note 4.8 of the appendix concerning
the accounting treatment used for the tax audit your company
underwent with regard to the financial year 2007.
The consolidated financial statements for the years ended
31 December 2011 and 31 December 2010 have been the subject
of reports by the statutory auditors, presented on pages 138-139
of reference document no. D.12-0150 filed with the AMF on 13
March 2012, and in Chapter 4, pages 138-139 of reference document
no.D.11-0097, filed with the AMF on 7 March 2011 respectively, which
contain a number of observations.
Signed in Paris on 6 March 2013
Serge Grzybowski
Chairman and Chief Executive Officer

358

ICADE 2012 FINANCIAL AND LEGAL REPORT

Member of the Compagnie Regionale des Commissaires aux


Comptes de Versailles
63, rue de Villiers
92200 Neuilly sur Seine
Nanterre Commercial and Companies Register no. 672 006 483
Represented by Jean-Baptiste Deschryver
Date first appointed: 22 June 2012
Date of end of office: at the end of the Annual General Meeting
of Shareholders ruling on the accounts for the year ended
31December 2017.
Mazars
Member of the Compagnie Regionale des Commissaires aux
Comptes de Versailles
Tour Exaltis
61, rue Henri Regnault
92400 Courbevoie
Nanterre Commercial and Companies Register no. 784 824 153
Represented by Gilles Rainaut and Jrme de Pastors
Date first appointed: 22 March 2006
Date mandate renewed: 5 April 2007
Date of end of office: at the end of the Annual General Meeting
of Shareholders ruling on the accounts for the year ended
31December 2012.

Deputy Statutory Auditors


Guillaume Potel
Deputy to Mazars
Tour Exaltis
61, rue Henri Regnault
92400 Courbevoie
Date first appointed: 22 March 2006
Date mandate renewed: 5 April 2007
Date of end of office: at the end of the Annual General Meeting
of Shareholders ruling on the accounts for the year ended
31December 2012.
Yves Nicolas
Deputy to PricewaterhouseCoopers Audit
63, rue de Villiers
92200 Neuilly sur Seine
Date first appointed: 22 June 2012
Date of end of office: at the end of the Annual General Meeting
of Shareholders ruling on the accounts for the year ended
31December 2017.

ADDITIONAL INFORMATION PERSONS RESPONSIBLE

10.4. FEES OF THE LEGAL AUDITORS AND MEMBERS OF THEIR NETWORKS FOR 2011

Mazars
Amount net
of tax

PricewaterhouseCoopers
Audit
Amount net
of tax

(in millions of
euros)

% EGM

KPMG
Amount net
of tax

(in millions of
euros)

% EGM

(in millions of
euros)

% EGM

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

Issuer

0.5

0.4

33.3

22.2

0.5

55.6

0.4

50.0

Fully consolidated subsidiaries

0.9

1.4

60.0

77.8

0.4

44.4

0.1

0.4

50.0

50.0

0.1

6.7

0.1

50.0

1.5

1.8

10
00

100

0.9

100

0.2

0.8

100

100

Legal, fiscal, social

Others (to be stipulated if > 10% of


audit fees)

Sub
btota
al

1.5

1.8

100

100

0.9

100

0.2

0.8

100

100

Audit
Auditing, certification, examination
of individual and consolidated
accounts

Other work and services directly


related to the Statutory Auditors
work
Issuer
Fully consolidated subsidiaries
Sub
btota
al
Other services provided by the
networks to fully integrated
subsidiaries

TOTAL

10.5. PERSONS RESPONSIBLE FOR THE


FINANCIAL INFORMATION

10.6. PERSONS RESPONSIBLE FOR


SHAREHOLDER INFORMATION

Serge Grzybowski

Nathalie Palladitcheff

Chairman and Chief Executive Officer


35, rue de la Gare - 75019 Paris
Telephone: serge.grzybowski@icade.fr

Member of the Executive Committee, in charge of Finance, Legal


matters and IT and the Property Services Division
Telephone: 01 41 57 70 12
nathalie.palladitcheff@icade.fr

Nathalie Palladitcheff
Nicolas Dutreuil
Member of the Executive Committee, in charge of Finance, Legal
matters and IT and the Property Services Division
35, rue de la Gare - 75019 Paris
Telephone: 01 41 57 70 12
nathalie.palladitcheff@icade.fr

Head of Corporate and Financing, in charge of Investor Relations


Telephone: 01 41 57 71 50
nicolas.dutreuil@icade.fr

ICADE 2012 FINANCIAL AND LEGAL REPORT 359

ADDITIONAL INFORMATION INFORMATION FROM THIRD PARTIES, SURVEY


DECLARATIONS AND DECLARATIONS OF INTEREST - APPRAISERS CONDENSEDREPORT

11. Information from third parties, survey


declarations and declarations of
interest - appraisers condensed report
11.1. GENERAL BACKGROUND OF THE
VALUATION MISSION

11.2. CONDITIONS FOR PERFORMING


THE ASSIGNMENT

General background

Study elements

Icade has asked us, through a contract, to estimate the market


value of the real estate assets of its portfolio. This condensed
report, which summarizes the circumstances surrounding our
engagement, was drawn up to be included in the Companys
Annual Report.

This mission has been carried out based on the documents and
informations provided to us, which are assumed to be accurate and
inclusive of all of the informations and documents in theCompanys
possession or of which the Company is aware, and are likely to
have an effect on the buildings market value.

Our assignments are carried out totally independently.

Reference frameworks

Our company has no capital link with Icade.

The surveyors due diligence and the valuations have been carried
out in accordance with:

Our company confirms that the valuations have been carried out
by and under the responsibility of qualified appraisers and that
the company has carried out its task as an independent external
appraisers qualified for the needs of the assignment.
Our annual fees invoiced to Icade represent less than 10% of our
companys turnover recorded in the previous accounting year.
We have not identified any conflict of interest on these assignments.
The assignments comply with the AMFs recommendation
regarding the presentation of the elements of valuation and
risks of the property assets of listed companies published on
8February 2010.

nationally:

the recommendations of the Barths de Ruyter report on the


valuation of the property assets of listed companies making
public offerings for investment, published in February 2000,

the Property Valuation Survey Charter,

the principles set by the SIIC code of ethics;

internationally, these standards being applied either as


alternatives to one another or in combination:

the Tegova (The European Group of Valuers Association)


European valuation standards published in its European
Valuation Standards blue guide;

and also the standards of the Royal Institution of Chartered


Surveyors (RICS) Red Book published in its Appraisal and
valuation manual.

the IVSC (International Valuation Standard Committee)


provisions.

Current assignment
Our assignments have consisted in the estimation of the market
value of the buildings as they are being used on 31 December 2012.
We would remind you here that when the client is the lessee
underthe terms of a leasing contract, the Surveyor only values
the assets underlying the contract and not the leasing contract.
Inthesame way, when the property is owned by a special purpose
vehicle company, the value of the property has been estimated
based on the sale of the underlying property asset and not that
of the Company.

360

ICADE 2012 FINANCIAL AND LEGAL REPORT

Methodology used
The valuations are based on the discounted cash flow method,
the net revenue capitalization method, the developer balance
sheet method and the direct comparison method.

ADDITIONAL INFORMATION INFORMATION FROM THIRD PARTIES, SURVEY


DECLARATIONS AND DECLARATIONS OF INTEREST - APPRAISERS CONDENSEDREPORT

11.3. OVERALL MARKET VALUE ON 31 DECEMBER 2012


The overall market value corresponds to the sum of the unit values of each asset. It is calculated both after fees (after deducting duties)
and before fees (market value before deducting any duties).

No. of assets
appraised

No. of assets
visited during
the Dec. 2012
campaign

(in millions of euros)

78

10

3,721

Market value
excluding fees at
31/12/2012(1)

Jones Lang LaSalle

French offices/Healthcare

DTZ Eurexi

French offices/Business parks

104

2,157

CBRE Valuation

French offices/German offices/


Warehouses/Housing

135

10

1,227

Catella

Shops and shopping centres

42

483

Impact of the average values for


assets appraised twice

(1,134)

Non-appraised assets or assets


recognized at a different value

396

TOTAL ASSETS

6,850

(1) Market value excluding duties and excluding legal duties and taxes restated from the share not held by Icade for assets held by proportionally consolidated
companies in the consolidated accounts.

11.4. GENERAL COMMENTS


These values are understood to be subject to market stability and the lack of significant modifications in the buildings between the
date the valuations were carried out and the value date.
This condensed report is an inseparable element of the whole of the work carried out in respect of the valuation assignment.
Each of the four appraisers confirms the values of the properties that he appraised and may not be held responsible for the values
determined by the other appraisers.
Michael Morris

Philippe Dorion

President

Director

Jones Lang LaSalle Expertises

DTZ Eurexi

Denis Franois

Jean-Franois Drouets

President

President

CBRE Valuation

Catella Valuation

ICADE 2012 FINANCIAL AND LEGAL REPORT 361

362

ICADE 2012 FINANCIAL AND LEGAL REPORT

Contracts
1. Major contracts .............................................................................. 364
2. Related-party transactions ......................................................... 364
2.1. Service-provision contracts and brand license ....................................................... 364
2.2. Financing contracts ................................................................................................... 365

 J;JJX?""!X?;'@@!?;@" .................................... 365

ICADE  2012 FINANCIAL AND LEGAL REPORT 363

CONTRACTS MAJOR CONTRACTS

Chapter 12

Contracts
1. Major contracts
Icade and its subsidiaries did not conclude any significant contracts, outside the normal course of business, for the unit consisting of
Icade and its subsidiaries during the two years preceding the date of this report.

2. Related-party transactions
Icade and/or some of its subsidiaries concluded some contracts.
The most significant of these contracts include: service-provision
contracts and a brand license between Icade and its subsidiaries;
financing contracts; a memorandum of understanding with SNI.
The report produced by Icades statutor y auditors on the
agreements and regulated commitments mentioned in Article
L. 225-38 of the French Commercial Code, which were authorized
or which continued during the year ended 31 December 2012, is
reproduced in Chapter 11 of this annual report.

2.1.

SERVICE-PROVISION CONTRACTS
AND BRAND LICENSE

The Group has consolidated some support functions within Icade.


Thus, in 2008, Icade concluded service-provision and brand
licensing contracts with its subsidiaries effective 1 January 2008,
which were continued in 2012.

2.1.1.

Service-provision contracts

Icade undertakes for the benefit of the subsidiaries a group of


services in the following areas: market studies, development,
human resource management, operational communication,
financial, legal and fiscal control, insurance, information systems,
treasury, investments and financing.
Icades remuneration is determined according to actual costs
(excluding taxes) incurred by Icade in performing its duties, plus
a margin of 3%, split between the subsidiaries concerned using
a distribution key according to the contributory consolidated
revenue (excluding taxes) of the subsidiary. The amount invoiced
$    !  $    _\    ?@\? 
 
?|}` 
}

364

ICADE  2012 FINANCIAL AND LEGAL REPORT

The service contracts were concluded for an indefinite period


and, in principle, may be terminated by either party at the end
of the current financial year, by giving ten days notice. More
flexible termination procedures are provided in the event of a
change of control or if the agreement were to endanger any of
the companies as a result of the occurrence of certain events.


  !?$X;J";'J@!?J"
Icade grants to the subsidiaries concerned a non-exclusive right
to use the name Icade and the Icade trademarks and stylized
I, the dot of which shows the Caisse des Dpts badge, in their
company name and/or sign within the scope of their business
activities, as well as the right to use the logo owned by Icade.
Icades remuneration amounts to 0.9% of the consolidated revenue
of the company in question and, if applicable, its subsidiaries
excluding taxes. The amount invoiced by Icade for the year ended
31 December 2012, comes to 10.98 million euros.
The brand license contracts were concluded for an initial period
of one year, tacitly renewable annually for a further three years.
The brand license contracts can be terminated annually by either
party by giving at least three months notice before the end of
the current year. Furthermore, Icade may cancel the license (I) if
the other party does not carry out its obligations subject to three
months notice, (II) immediately in the event of non-performance
which adversely affects the image or interests of Icade, or (III)
subject to one months notice, in the event of the managers of
the company concerned being prohibited from or forfeiting their
right to manage, or in the event of a change of control of Icade.

CONTRACTS RELATED-PARTY TRANSACTIONS

2.2.

FINANCING CONTRACTS

The following table lists the financing contracts concluded between Icade and/or its subsidiaries and the companies related to it, for
which the outstanding capital as of 31 December 2012 is more than 5 million euros.

^@

"?$;'
as of
31/12/2012

(in millions
of euros)

';$?

End date

(in thousands
of euros)

Reference
Rate

?!';
or rate
(as a %)

143.37

15/01/2009

05/03/2026

119,400.85

Fixed

4.22

Borrower

Lender

Icade

Dexia CLF

Icade

Dexia Crdit Local

150

17/09/2008

31/07/2015

150,000.00

Euribor

0.72

Icade

Dexia Crdit Local

30

16/06/2003

02/06/2023

19,995.84

Euribor

0.00

Icade

Dexia Crdit Local

32.50

17/10/2005

02/11/2015

9,750.00

Euribor

0.30

Icade

Dexia Crdit Local

11.96

02/05/2007

01/11/2019

6,696.67

Euribor

0.50

Icade

Dexia Crdit Local

11.14

02/05/2007

02/05/2019

6,056.47

Euribor

0.27

Icade

Dexia Crdit Local

10

16/06/2003

03/07/2023

5,375.00

Euribor

0.65

317,274.83

Borrower

Lender

Silic

Icade

^@

"?$;'
as at
31/12/2012

(in millions
of euros)

Start date

End date

(in thousands
of euros)

Reference
Rate

?!';
or rate
(as a %)

350

30/07/2012

19/07/2017

350,000.00

Euribor

350,000.00
* Variable as a function of Sislics LTV

 J;JJX?""!X?;'@@!?;@"
None.

ICADE  2012 FINANCIAL AND LEGAL REPORT 365

366

ICADE  2012 FINANCIAL AND LEGAL REPORT

Statutory Auditors
special report on related
party agreements and
commitments
Statutory Auditors special report on related
party agreements and commitments ............................................ 368

ICADE 2012 FINANCIAL AND LEGAL REPORT 367

STATUTORY AUDITORS SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

Chapter 13
Statutory Auditors special report
on related party agreements and
commitments
ANNUAL GENERAL MEETING FOR THE APPROVAL OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012

This is a free translation into English of the Statutory Auditors special report on related party agreements and commitments issued
in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and
construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,
In our capacity as Statutory Auditors of Icade, we hereby report to you on related party agreements and commitments.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements
and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting
on their relevance or substance or identifying any undisclosed agreements or commitments. Pursuant to the article R. 225-31 of the
French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements and
commitments are appropriate and should be approved.
Where applicable it is also our responsibility to provide shareholders with the information required by article R. 225-31 of the French
Commercial Code in relation to the implementation during the year of agreements and commitments already approved by the Annual
General Meeting.
We performed the procedures that we deem necessary for this task in accordance with professional standards applicable in France to
such engagements. These procedures consisted in verifying that the information given to us agree with the underlying documents.

AGREEMENTS AND COMMITMENTS TO BE SUBMITTED FOR THE APPROVAL OF


THE ANNUAL GENERAL MEETING
Agreements and commitments authorized during the year
Pursuant to the provisions of article L. 225-40 of the French Commercial Code, we were informed of the agreements and commitment
which received the prior approval of your board of Directors.
1. Implementation of two specific financing loans with Silic
The Board of Directors of 22 June 2012 approved the implementation of two specific financing loans:
(i) one loan of 350 million, for a period of 5 years, for which the interest paid is based on Euribor 3M plus a margin determined by
the level of the Loan To Value ratio. The purpose of this loan is to enable Silic to manage its financing deadlines of the second half
of the year 2012; and
(ii) one advance of 50 million, one year-long, for which the interest paid is based on Euribor 3M plus a margin determined by the level
of Loan To Value ratio. The purpose of this advance is to provide Silic the financial flexibility in line with its short-term commitments.

368

ICADE 2012 FINANCIAL AND LEGAL REPORT

STATUTORY AUDITORS SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

The income recorded by Icade related to these agreements for the year 2012 amounted respectively to 4,246,842 and 216,667.
Directors concerned: Caisse des Dpts, Edward Arkwright, Nathalie Gilly, Olivier Mareuse, Cline Scemama, Sabine Schimel and Serge
Grzybowski.
2. Repurchase by the CDC of 29% stake in SAS PNE hold by Icade Promotion
The engagement committee of Caisse des Dpts has confirmed, during the meeting held 12 December 2012, the repurchase by the
CDC of 29% of the share capital in SAS PNE hold by Icade promotion for 1, including the balance of the current account with Icade
(estimated around 4 million euros).
In the meantime, in order to comply with legal obligations, a part of the related current account will be capitalized through a share
capital increase to satisfy with the legal minimum level of net equity of the SAS PNE.
The Board of Directors of Icade held 20 December 2012 approved the sale, by Icade Promotion to the CDC, of the 29% of the share
capital of SAS PNE for 1, including the balance of the current account with Icade Promotion (estimated about 4 million euros).
Directors concerned: Caisse des Dpts, Nathalie Gilly, Olivier Mareuse, Cline Scemama and Sabine Schimel.

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE ANNUAL GENERAL MEETING


Agreements and commitments approved in previous years
Pursuant to provisions of the article R. 225-30 of the French Commercial Code, we were informed that the following agreements and
commitments, approved by the Annual General Meeting in previous years, remained in force during the year ended 31 December 2012.
a) Of which the execution continued during the financial year
1. Benefit of an insurance contract in favour of your Chairman and CEO
The Board of Directors of 7 April 2011 approved the benefit, for your Chairman and CEO benefits, of an unemployment insurance
dedicated to corporate officers. The cost recorded for this agreement in 2012 is 17,001.
Director concerned: Mr. Serge Grzybowski.
2. Signing of a protocol and firm offering letter with a view to a combination between Icade and Silic
The Board of Directors of 12 December 2011 approved, in the context of the targeted combination of Icade and Silic, the signing of
the protocol between Caisse des Dpts, Groupama and Icade, the signing of a firm offering letter, and the execution of operations
planned into, and gave the authorization to the CEO, with an option of sub-delegation, to negotiate, finalize and sign the letter of offer,
given that any change in the terms of the public offering, this must be re-approved by the Board of Directors before its filing to the
Autorit des Marchs Financiers.
The protocol and firm offering letter were signed on 13 December 2011 and 22 December 2011, respectively.
Directors concerned: Caisse des Dpts represented by Mr. Antoine Gosset-Grainville, Mr. Edward Arkwright, Mrs. Nathalie Gilly,
Mr.OlivierMareuse, Mrs. Cline Scemama and Mrs. Sabine Schimel.

ICADE 2012 FINANCIAL AND LEGAL REPORT 369

STATUTORY AUDITORS SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

b) Without execution during the financial year


3. Allocation of a severance payment to your Chairman/CEO
In case of a forced departure related to a change of control or related to a strategic disagreement with the Board of Directors, your
Chairman CEO will receive a severance benefit determined as twice of the amount of his total gross retribution (fixed and variable)
received over the 12 months prior to his departure.
Pursuant to Article L. 225-42-1 of the Commercial Code, the severance benefit will be calculated upon fulfillment of a performance
criteria: the severance benefit will be paid if the latest Group net income per share (GNIS) for the financial year previous the departure
is greater than or equal to the average GNIS for the two previous financial years (GNIS: Group Net Income per share as communicated
in the consolidated financial statements, and after adjustment related to net proceeds from asset disposals).
Director concerned: Mr. Serge Grzybowski.
Courbevoie and Neuilly-sur-Seine, 20 February 2013
The Statutory Auditors (French original signed by)

Mazars
Gilles Rainaut

370

Pricewaterhouse Coopers Audit


Jrme de Pastors

ICADE 2012 FINANCIAL AND LEGAL REPORT

Jean-Baptiste Deschryver

Documents
accessible to
the public
Documents accessible to the public ............................................... 372

ICADE 2012 FINANCIAL AND LEGAL REPORT 371

DOCUMENTS ACCESSIBLE TO THE PUBLIC

Chapter 14

Documents accessible
tothe public
The Articles of Association, minutes of General Meetings and
other corporate documents of Icade, as well as historical financial
information and any valuation or declaration produced by an
expert at Icades request to be made available to shareholders
in accordance with applicable legislation, may be consulted at
Icades registered office.

372

ICADE 2012 FINANCIAL AND LEGAL REPORT

Regulated information as defined under Article 221-3 of the


Financial Markets Authoritys (AMF) general regulations is available
on Icades website at http://www.icade.fr

Annual information
document
Annual information document ......................................................... 374

ICADE  2012 FINANCIAL AND LEGAL REPORT 373

ANNUAL INFORMATION DOCUMENT

Chapter 15

Annual information
document
Entities
Paris Court Clerk

(1)

Publication or
filing date

Type of document

03/01/2012

Director resignation
Director co-option

25/01/2012

Capital increase
Prescribed amendments

04/05/2012

The clerk of the Commercial Court of Paris filed the merger/absorption agreement of
Icade Services by the Icade company

22/05/2012

Capital increase
Prescribed amendments

19/07/2012

Filing the Annual Accounts


Filing the Annual Accounts (Consolidated)

23/07/2012

Directorship renewal
Director appointments
Change of statutory auditors regular and alternate
Capital increase and decrease authorization
Director resignation
Director co-option
Capital increase
Prescribed amendments

09/08/2012

Capital increase
Prescribed amendments

BALO(2)

374

25/10/2012

SCI PDM3 merger project

08/11/2012

BODACC advertising certificate

20/02/2012

Notice of the General Shareholders Meeting of 26 March 2012

09/03/2012

Convening of the General Shareholders Meeting of 26 March 2012

04/05/2012

Notice of simplified merger project between Icade (absorber) and Icade Service
(absorbed)

16/05/2012

Notice of the General Shareholders Meeting of 22 June 2012

06/06/2012

Convening of the General Shareholders Meeting of 22 June 2012

01/08/2012

Periodic publication of Annual Accounts

ICADE  2012 FINANCIAL AND LEGAL REPORT

ANNUAL INFORMATION DOCUMENT

Entities
Legal announcements
newspaper

Publication or
filing date

Type of document

17/01/2012

Official announcements: Capital increase

09/03/2012 and
10/03/2012

Companies Special Journal General Shareholders Meeting of 26/03/2012

16/05/2012

Official announcements: Capital increase

05/06/2012

Companies Special Journal: General Shareholders Meeting of 22/06/2012

19/07/2012

Official announcements: Director nominations


Official announcements: Nomination of regular statutory auditors
Official announcements: Nomination of alternate statutory auditors
Official announcements: Director resignation (BOD 22/06/2012)
Official announcements: Director co-option (BOD 22/06/2012)
Official announcements: Capital increase (BOD 22/06/2012)

Financial press

Icade companys website


(press release)(3)

30/07/2012

Official announcements: Capital increase (BOD 25/07/2012)

20/02/2012

Les chos: Annual results

20/02/2012

Les chos: General Shareholders Meeting of 26/03/2012

16/05/2012

Les chos: General Shareholders Meeting of 22/06/2012

27/07/2012

Les chos: 2012 semi-annual results

05/01/2012

Monthly report on total number of shares and voting rights comprising


the capital stock

18/01/2012

Icade an Altarea Cogedim sell a 12,400 m2 office building to Foncire Investissement,


a subsidiary of the Crdit Mutuel Arka Group located in Lyon Gerland

26/01/2012

Two marketing successes for Icade in Boulogne and Aubervilliers

07/02/2012

Monthly report on total number of shares and voting rights comprising capital stock

16/02/2012

Combination of Icade and Silic


Offer by Groupama of the balance if its investment in Silic

16/02/2012

Annual results
A current net cash flow of 223 million euros above 28% for the year 2011

20/02/2012

Half-yearly review of liquidity contract with Rothschild & Cie Banque

27/02/2012

Signing of an agreement for the sale of Icade Rsidences Services in Nexity

27/02/2012

Terms of availability or consultation of the preparatory documents for the annual


shareholders meeting of 26 March 2012

05/03/2012

Monthly report on total number of shares and voting rights comprising the
capital stock

14/03/2012

Combination of Icade with Silic


Filing by Icade of its public offer project on Silic with the Financial Markets
Authority (AMF)

16/03/2012

Availability of the Presidents report on the terms of preparation and organization of


the BOD works and on the internal control procedures.

16/03/2012

Availability of the table of fees of of legal controllers of accounts and members of


their networks for the year 2011

19/03/2012

Icade places the 1st foundation stone for the UrbaGreen offices at Joinville-le-Pont (94)

ICADE  2012 FINANCIAL AND LEGAL REPORT 375

ANNUAL INFORMATION DOCUMENT

Entities
Icade companys website
(press release)(3)

376

Publication or
filing date

Type of document

28/03/2012

Annual shareholders meeting of 26 March 2012: result of the vote resolution by


resolution

05/04/2012

Monthly report on total number of shares and voting rights comprising the capital stock

11/04/2012

Initial public offering of Icade Sant

26/04/2012

The Financial Markets Authority declares conformance of the Icade public offer on Silic

26/04/2012

Public exchange offer targeting the actions of Silic and public offer targeting settled
bonds in cash and/or new and/or existing shares (ORNANEs) issued by Silic

26/04/2012

Updating of the reference document

07/05/2012

Monthly report on total number of shares and voting rights comprising the capital stock

11/05/2012

Recourse against the public exchange offer on Silic

14/05/2012

Activity for the 1st quarter of 2012

24/05/2012

Terms of availability or consultation of the preparatory documents for the annual


shareholders meeting of 22 June 2012

05/06/2012

Monthly report on total number of shares and voting rights comprising the capital stock

25/06/2012

Annual shareholders meeting of 22 June 2012: result of the vote resolution by


resolution

25/06/2012

Description of Icades programme to purchase its own shares authorised by the


General Shareholders Meeting on 22 June 2012

26/06/2012

Action for annulment of the AMF (Financial Markets Authority) conformity decision
relating to the Icade public offer on Silic
Setting of the procedure schedule by the Paris Court of Appeal

26/06/2012

Icade opens the Pierre Curie residence in Cenon


In the spirit of diversity and energy performance

27/06/2012

Icade and the Caisse dpargne Aquitaine Poitou-Charentes lay the first foundation
stone of Monnaie-Gouverneurs in Bayonne
When heritage goes hand in hand with modernity!

29/06/2012

Opening of the Cit sanitaire of Saint-Nazaire

05/07/2012

Semi-annual review of liquidity contract with Rothschild & Cie Banque

05/07/2012

Monthly report on total number of shares and voting rights comprising the capital stock

12/07/2012

Icade opens the student residence Euro 13 in Marseille

16/07/2012

The Caisse des Dpts and Icade formally deny the rumours of the revision of
the exchange parity of the Icade offer targeting the Silic shares

23/07/2012

Icade signs a banking Club Deal of 1.55 billion euros

25/07/2012

Semi-annual results. A current net cash flow of 113 million euros above 13% for
the first half of 2012

07/08/2012

Monthly report on total number of shares and voting rights comprising the capital stock

30/08/2012

Le Millnaire shopping centre continues its progress

ICADE  2012 FINANCIAL AND LEGAL REPORT

ANNUAL INFORMATION DOCUMENT

Entities
Icade companys website
(press release)(3)

Publication or
filing date

Type of document

10/09/2012

Monthly report on total number of shares and voting rights comprising the capital stock

17/09/2012

Icade launches the restoration of Les Docks program in Strasbourg (67)

18/09/2012

Icade displays an information campaign on sustainable development on the trams



``

21/09/2012

Icade signs an HQE Amnagement (High Environmental Quality in planning)


agreement an approach certified by Certiva for Le Parc des Closbilles in Cergy (95)

21/09/2012

Icade lays the first foundation stone for the restoration of the 250 office building
in La Madeleine (59)

08/10/2012

Monthly report on total number of shares and voting rights comprising the capital stock

10/10/2012

Icade Sant acquires 3 clinics from the CLINIPOLE Group

23/10/2012

The RATP and Icade laid the first foundation stone of Le Garance Lagny Pyrnes
operation in Paris (20th)

24/10/2012

Activity for the 3rd quarter of 2012

06/11/2012

Icade Counsel develops its offer of services

08/11/2012

Monthly report on total number of shares and voting rights comprising the capital stock

22/11/2012

Icade and Codic sell the Start building in the heart of St Quentin en Yvelines (78)

26/11/2012

Icade sold the 250 office building in Lille La Madeleine to the SCPI Notapierre,
Unofi Group

28/11/2012

New capital increase for Icade Sant and continuation of its development

06/12/2012

Monthly report on total number of shares and voting rights comprising the capital stock

 "\|}}}   `\


7 "\|}}} #Y#$  #
 "\|}}}

ICADE  2012 FINANCIAL AND LEGAL REPORT 377

378

ICADE  2012 FINANCIAL AND LEGAL REPORT

Correspondence
table
Correspondence table ...................................................................... 380

ICADE  2012 FINANCIAL AND LEGAL REPORT 379

CORRESPONDENCE TABLE

Chapter 16

Correspondence table
Topics (headings of Appendix 1
of European Regulation no. 809/2004)

1.

Institutional specification

Legal and financial


specification

Perrso
ons responsib
ble
1.1

Name and position of persons responsible

Chap. 11 10, p. 358

1.2

Declaration from persons responsible

Chap. 11 10.2, p. 358


Chap. 11 10.3, p. 358
Chap. 11 11, p. 360

Chap. 11 10.3, p. 358


Chap. 11 10.4, p. 359

2.

Sta
atutory Auditors

3.

Sellected financiall information

4.

Rissk factors
4.1

43 to 49

Legal risks

Chap. 11 7.1, p. 321


Chap. 11 6.2, p. 321

4.2 Industrial and environmental risks

Chap. 11 7.2, p. 323

4.3 Operational risks

Chap. 11 7.4, p. 324

4.4

Chap. 1 4.3.3, p. 62
Chap. 3 26, p. 121
Chap. 11 7.6, p. 327
Chap. 3 notes 23.2 and 23.3,
p. 114 and 115
3 note 26.1, p. 121

Liquidity and covenant risks

4.5 Market risks Interest rates

5.

Chap. 3 26.2, p. 123


Chap. 11 7.7.1, p. 327
Chap. 1 4.3.3, p. 62

4.6 Market risks Foreign exchange

Chap. 3 26, p. 121

4.7

Chap. 11 7.7.3, p. 328

Market risks Equities

4.8 Credit derivatives

Not applicable

4.9

Chap. 11 6.1, p. 319


Chap. 11 6.2, p. 321
3 note 22, p. 112

Insurance Disputes

Info
form
mation aboutt the issuer
5.1

History and development of the Company

3 to 11

5.1.1

Company name and trading name of issuer

Chap. 11 1.1.1, p. 300

5.1.2

Place of registration and registration number of issuer

Chap. 11 1.1.2, p. 300

5.1.3 Date of constitution and term of issuer

Chap. 11 1.1.3, p. 300

5.1.4

Chap. 11 1.1.4, p. 300

Registered office, legal form of the issuer, legislation


governing its activities, country of origin, address and
telephone number of its registered office

5.1.5 Important events in the development of the


issuers activities

380 ICADE  2012 FINANCIAL AND LEGAL REPORT

Chap. 1 2.2.1, p. 5

CORRESPONDENCE TABLE

Topics (headings of Appendix 1


of European Regulation no. 809/2004)

5.2 Investments

6.

8.

Chap. 11 7.4.7, p. 325

5.2.1 Description of the principal investments (including


amounts) made by the issuer during each year of the
period covered by the historical financial information, up
to the date of the registration document

Chap. 1 2.2.1, p. 5
Chap. 1 2.5.1.2, p. 20
Chap. 1 2.5.1.1, p. 19

5.2.2 Description of the issuers main investments in progress,


including the geographical distribution of these
investments (both domestically and abroad) and their
method of funding inernal and external)

Chap. 1 2.5.2.1, p. 32
Chap. 1 2.5.2.2, p. 34
Chap 1 2.5.1.4, p.30-31

5.2.3 Provide information concerning the main investments


that the issuer intends to make in the future and for
which its management bodies have already made
firm commitments

Main activities

12 to 49

Chap. 1 2.5, p. 19

6.2 Principal markets

Chap. 1 2.4, p. 12

6.3 Exceptional events

6.4 Extent to which the issuer is dependent on patents, licenses,


industrial, commercial or financial contracts or new
manufacturing processes

Not concerned

6.5 The basis for any statements made by the issuer regarding its
competitive position

Chap. 1 2.4, p. 12

Not concerned

Org
gan
nizational strructure
7.1

Brief description of the Group

66

Chap. 1 3.1, p. 46

7.2

List of significant subsidiaries

66

Chap. 5 8.6, p. 182


Chap. 11 1.5.1, p. 312

13

Chap. 1 3.1, p. 46
3 note 10, p. 97

Pro
ope
erty, plant an
nd equipmen
nt
8.1

Existing or planned material tangible fixed assets

8.2 Environmental issues that may affect the use of the tangible
fixed assets

9.

Legal and financial


specification

Bussin
ness overview
w
6.1

7.

Institutional specification

15, 17, 21, 25, 31, 35

Chap. 11 7.1, p. 321,


and 7.2, p. 323
Chap. 9 1, p. 213
Chap. 9 2.2.1, p. 232
Chap. 9 20.6,
p. 240-241-242
Chap. 9 29.2, p. 256
Chap. 9 29.3, p. 257
Chap. 9 31, p. 265

Exa
amination of th
he financial posittion
9.1

Financial position

43 to 49

Chap. 3, p. 68

9.2

Operating profit

48

Chap. 3 3, p. 85

Chap. 3 (Table of changes


on consolidated capital
and reserves), p. 72
Chap. 3 20, p. 110

10. Cassh flow and cap


pital resourccess
10.1 Information concerning capital resources

ICADE  2012 FINANCIAL AND LEGAL REPORT 381

CORRESPONDENCE TABLE

Topics (headings of Appendix 1


of European Regulation no. 809/2004)

Institutional specification

Legal and financial


specification

10.2 Sources and amounts of cash flow

Chap. 1 2.5, p. 19
Chap. 1 2, p. 5
Chap. 3 (Table of
consolidated cash flow),
p. 71
Chap. 3 3, p. 85

10.3 Information on borrowing requirements and


financing structure

Chap. 1 4.2, 4.3, p. 59


and 61
Chap. 3 23, p.114

10.4 Restrictions on the use of capital resources that have materially


affected, or could materially affect the Companys operations

Chap. 3 20, p. 110


Chap. 11 1.3.1.1, p. 302

10.5 Sources of expected funds needed to fulfill firm investment


commitments made by the managers and planned tangible
fixed assets

Chap. 3, p. 68
Chap. 3 note 26.1, p. 121

11. Ressea
arch and dev
velopment, patten
nts and licensess

None

12. Tre
end
d information
n
13. Pro
ofitt forecasts orr estimates

None
Chap. 1 2.3, p. 11

None

None

14. Boa
ard
d of Directorss and Seniorr Man
nagement
14.1 Information on the members of the Board of Directors and
Senior Management
14.2 Conflicts of interest

51 to 55

Chap. 11 10, p. 358

Chap. 11 9.1.3, p. 353

15.1 Amount of remuneration paid and benefits


in kind

Chap. 3 33, p. 135


Chap. 5 8.4, p. 181
Chap. 7 1.6, p. 198
Chap. 11 9.2, p. 353

15.2 Amount set aside or accrued to provide pension,


retirement or similar benefits

Chap. 11 9.2.2, p. 353


Chap. 11 9.2.3, p. 355

Chap. 11 9.1.1.2, p. 338

15. Rem
muneration and
d benefits

16. Boa
ard
d operating practices
16.1 Date of expiry of current terms of office
16.2 Service contracts binding the members of the
Board of Directors

None

None

16.3 Information about the Committees

53,55

Chap. 7 2, p. 201
Chap. 11 9.3, p. 357

16.4 Statement of compliance with the corporate


governance regime
17. Em
mplo
oyees

382

Chap. 11 9.1.1.1, p. 337

56,57

17.1 Number of employees

Chap. 5 8.5, p. 181


Chap. 9 2.1.1, p. 222

17.2 Shareholdings and stock options of corporate officers

Chap. 7 1.6, p. 198


Chap. 11 8.1.2, p. 329
Chap. 11 9.2.4, p. 356

17.3 Agreement for employees shareholding scheme

Chap. 3 29, p. 128


Chap. 5 3.16, p. 159
Chap. 9 3.4, p. 225

ICADE  2012 FINANCIAL AND LEGAL REPORT

CORRESPONDENCE TABLE

Topics (headings of Appendix 1


of European Regulation no. 809/2004)

Institutional specification

Legal and financial


specification

18. Ma
ain shareholderss
18.1 Shareholders holding more than 5% of the share capital
 !

18.2 Existence of different voting rights

65

Chap. 11 1.4.1, p. 309

None

None

18.3 Control of the issuer

Chap. 11 1.4, p. 309

18.4 Any agreement, known to the issuer, the operation of which


$ 

  
 !  

Chap. 11 1.4.3, p. 311

Chap. 12 2, p. 364

19. Rellate
ed-party tran
nsactions
20. Fin
nan
ncial informattion concern
nin
ng the issuers asssets,
financia
al position and profits and lossse
es
20.1 Historical financial information

43 to 49

20.2 Pro forma financial information

None

Chap. 2, p. 64
Chap. 3, p. 68
None

20.3 Company accounts

Chap. 5, p. 150

20.4 Auditing of historical annual financial information

Chap. 4, p. 146
Chap. 6, p. 186

20.5 Date of latest financial information

Chap. 2, p. 64

20.6 Interim information and other financial information

None

None

20.7 Dividend distribution policy

Chap. 3 consolidated
financial statements
note 20, p. 110
Chap. 11 4, p. 316

20.8 Legal and arbitration proceedings

Chap. 11 6.2, p. 321

20.9 Significant change in the financial or trading position

Chap. 1 2, p. 5

p. 110, 165, 302

21. Add
dittional information
21.1 Share capital
21.1.1 Amount of subscribed capital and, in respect of each
category of shares:
a) the number of authorized shares;

Chap. 11 1.3.1.2, p. 303

b) the number of shares issued and fully paid and the


number of shares issued but not fully paid;

Chap. 5 4.6, p. 165

c) the nominal value per share, or the fact that the shares
have no nominal value; and

Chap. 3 note 20, p. 110

d) a comparison between the number of shares in


circulation on the opening and closing date of the
year. If more than 10% of the capital was paid up using
assets other than cash during the period covered by the
historical financial information, specify;

Chap. 5 4.6, p. 165


Chap. 11 1.3.1.8, p. 308

21.1.2 Shares not representing capital, number and


principal characteristics;

Not applicable

21.1.3 Number, book value and nominal value of shares held by


the issuer itself or in its name or by its subsidiaries;

Chap. 5 4.6, p. 165


Chap. 11 1.3.1.4, p. 304
Chap. 11 1.4.1, p. 309

21.1.4 Value of convertible or exchangeable securities or those


with warrants, mentioning conversion, exchange or
subscription conditions and procedures;

Chap. 3 20, p. 110

21.1.5 Information on conditions governing any rights of


acquisition and/or any obligation relating to the
subscribed, but not paid, capital, or any company aiming
to increase the capital;

Not applicable

ICADE  2012 FINANCIAL AND LEGAL REPORT 383

CORRESPONDENCE TABLE

Topics (headings of Appendix 1


of European Regulation no. 809/2004)

Institutional specification

Legal and financial


specification

21.1.6 Information on the capital of any member of the Group


subject to an option or conditional or unconditional
agreement intended to place it under option and the
details of these options, including the identity of any
persons to whom they relate;

Chap. 11 1.3.1.6, p. 305


Chap. 11 8.1.2, p. 329

21.1.7 Historical review of share capital for the period covered


by the historical financial information, clearly showing
any and all changes that have taken place

Chap. 11 1.3.1.7, p. 306


Chap. 11 1.3.1.8, p. 308

21.2 Memorandum and Articles of Association

21.2.1 Corporate object of the issuer

Chap. 11 1.2.1, p. 300

21.2.2 Summary of the provisions of the issuers Memorandum,


Articles of Association, charter or rules regarding the
members of its administrative, management and
supervisory bodies

Chap. 11 1.2, p. 300


Chap. 11 9.1.2.1, p. 351
Chap. 11 9.3, p. 357

21.2.3 Rights, privileges and restrictions related to each


category of existing shares

Chap. 11 1.2.2, p. 301

21.2.4 Shares necessary to change shareholder


rights and where the conditions are stricter than

= $"

Not applicable

21.2.5 Conditions governing the way in which the Annual


General Meetings and Extraordinary General Meetings
of shareholders are convened, including admission
conditions

Chap. 11 1.2.3, p. 301

21.2.6 Provisions of the issuers Memorandum, Articles of


Association, charter or rules that could delay, defer or
prevent a change in control

Not applicable

21.2.7 Provisions of the Memorandum, Articles of Association,


charter or rules establishing a threshold above which any
holding must be disclosed

Chap. 11 1.3.1.9, p. 309

21.2.8 Conditions, imposed by the Memorandum and the


Articles of Association, charter or rules governing
changes to capital where these conditions are stricter
than the law stipulates

Not applicable

22. Majorr contracts

Chap. 12 1, p. 364

23. Thiird--party inform


mation, state
emen
nts by experts and
decclarations of intterest

Chap. 11 11, p. 360

24. Doccum
ments Accesssible to the
e Pub
blic

Chap. 14, p. 372

25. Info
form
mation on ho
oldings

Chap. 11 1.5, p. 312

384 ICADE  2012 FINANCIAL AND LEGAL REPORT

CORRESPONDENCE TABLE

THEME-BASED TABLE OF THE FINANCIAL REPORT


The theme-based table below enables identification of the information required by the French Financial Markets Authority, in respect
of the annual financial report, in accordance with article 212-13 VI of its General Regulations.
Topics (in compliance with article 222-3 of AMF Regulations)

Legal and financial specification

1. Annu
uall accounts

Chap. 5, p. 150

2. Conssollidated accou
unts

Chap. 3, p. 68

3. Management reporrt
3.1 Analysis and comments on business activities and results
3.1.A Accounting policies, scope of consolidation

Chap. 1 2.1, p. 5

3.1.B Highlights, key figures 2010

Chap. 1 2.2, p. 5

3.1.C Business activities and results 2010

Chap. 1 2.5, p. 19

3.2 Net asset value

Chap. 1 3, p. 46

3.3 Financial resources

Chap. 1 4, p. 58

3.4 Social, environmental and R&D information

Chap. 9 1, p. 212
Chap. 9 Annex 1, p. 278
Chap. 9 Annex 2, p. 279
Chap. 9 2, p. 221

3.5 Description of principal risks

Chap. 11 7, p. 321

3.6 Governance

Chap. 11 10, p. 358

3.7 Share capital and securities transactions

Chap. 11 1, p. 300

3.8 Outlook

Chap. 1 2.3, p. 11

4. Chaiirm
mans statement

Chap. 11 11.2, p. 300

5. Repo
ortt of the Statuttory Auditors on
n the annual acccounts
and con
nsolidated acccounts

Chap. 4, p. 146
Chap. 6, p. 186

This reference document was filed with the Autorit des marchs financiers on
7 March 2013, in accordance with Article 212-13 of its General Regulations. It
may be used to support a financial transaction if accompanied by an operation
notice approved by the AMF. This document has been prepared by the issuer
and its signatories therefore assume responsibility.
Copies of this reference document are available free of charge from the
Company (35 rue de la Gare 75019 Paris) and on Icades website (www.icade.fr)
and the AMFs website (www.amf-france.org).

ICADE  2012 FINANCIAL AND LEGAL REPORT 385

Market listings
Icades shares are listed on Euronext Paris
Code: FR0000035081 ICAD
Financial information and investor relations
Nathalie Palladitcheff Member of Icades Executive Committee,
Head of finance, legal matters and IT and Head of the Property Services division
Tel.: +33 (0)1 41 57 70 12 E-mail: nathalie.palladitcheff@icade.fr
Nicolas Dutreuil Head of Corporate and Financing, in charge of Investor Relations
Tel.: +33 (0)1 41 57 71 50 E-mail: nicolas.dutreuil@icade.fr
Icades Key Accounts, Institutional Relations and Communications Department March 2013
Photo and image credits: Icade photo library/Icade archives, F. Achdou, Beal and Blanckaert, BDVA,
J-P. Caulliez, Chaix & Morel, Y. Chanoit, C. Coignard, Calq, Fassio-Viaud, M. Favaro, Dietmar Feightinger,
E. Fernault, A. Gilbert, P. Guignard, J-P. Houdry, Groupe 6 architectes associs, G. Heintz/A.S Kehr,
E. Lechangeur, A. Longeaud, R. Meigneux, B. Metra, MVRDV, J. Millet, M. Mimram, G. Perret, Richez et associs,
M. Roche, E. Roger, E. Sempe, Sud architectes, J-P. Viguier, F. Urquijo, 11h45, DC.
Design and production of the corporate section:
Design and the production of the financial and legal report section:
Icade Millnaire 1 35, rue de la Gare 75019 Paris
A French socit anonyme capitalized at 79,263,666.20
Paris Commercial and Companies Register No. 582 074 944
www.icade.fr
This report is printed on FSC certied paper originating from sustainable sources.

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