Altarea

Investor Presentation • Oct 28, 2011

ALTAREA COGEDIM

EXPANDS ITS ONLINE PRESENCE: LAUNCH OF A TAKEOVER BID FOR A LEADING PLAYER IN E-COMMERCE IN FRANCE

Information meeting - 28 October 2011

M. Alain Taravella, Chairman and Founder of Altarea Cogedim

M. Gauthier Picquart, Chairman, Chief Executive Officer and Co-founder of RueduCommerce

M. Patrick Jacquemin, Co-founder of RueduCommerce

• 1. ABOUT ALTAREA COGEDIM
• 1. ABOUT RUE DU COMMERCE
• 1. THE OFFER
• 1. OUTLOOK: AN UNPARALLELED COMBINATION
• 1. Q&A

ABOUT ALTAREA COGEDIM

Information meeting – 28 October 2011 - 4

ABOUT ALTAREA COGEDIM

• Founded in 1995 by Alain Taravella and Jacques Nicolet

• Altarea Cogedim is one of the major players in the French real estate market, as the country's third-largest developer and third-largest listed retail REIT

• Originally a developer of shopping centres, Altarea Cogedim has built up a standing portfolio of shopping centres worth €2.7bn

• In 2007, Altarea acquired Cogedim, a long-standing residential and office property developer in France. Since then, Cogedim's market share in the French residential property market has risen from 2.5% to 6.2% in terms of value
• Altarea Cogedim is a listed company with 800 employees and a market capitalisation of €1.3bn in October 2011

Information meeting – 28 October 2011 - 5

A MAJOR PLAYER IN THE 3 MAIN REAL ESTATE MARKETS

• Portfolio worth €2.7bn

• Rental income of €158m

• Annual sales of €1.2bn

• 6.2% market share

• Construction of 2.5 million sqm in 10 years

• 7% market share

A model combining recurring income and added value

Information meeting – 28 October 2011 - 6

RETAIL: AT THE VERY HEART OF THE BUSINESS MODEL

OPERATING PROFIT (€M)

• Business model based on three different Business lines
• Growth as history
• Proven track record of seizing new markets

2016 target: Retail portfolio worth €3.0-3.5bn Ongoing investment pipeline of €856m

OUR VIEW ON RETAIL

• 1. The physical shopping experience remains fundamental and irreplaceable for customers
• 1. Internet tools are to be more and more embedded within shopping centres (couponing, e-CRM, social networks...)
• 1. Consumers already use all available channels (online/physical) jointly or as an alternative
• 1. The e-commerce market is expected to double in size by 2016

Taking position on the e-commerce market: A logical step

ABOUT RUE DU COMMERCE

Information meeting – 28 October 2011 - 9

A LEADING NAME IN E-COMMERCE

• Founded in 1999 by Gauthier Picquart and Patrick Jacquemin

• Rue du Commerce is one of the leading names in ecommerce in France, with a business volume of €380 million in 2010

• A listed company (market capitalisation of €65m), profitable since 2003

• The website has initially been launched as a high-tech products retailer (IT and consumer electronics)
• Since 2007, Rue du Commerce has expanded its offering to include other product categories via the launch of the first "online shopping centre", allowing retail partners to sell their products via the Rue du Commerce platform
• In 2009, Rue du Commerce launched its integrated advertising agency in order to monetise its website audience

E-COMMERCE: A VERY FAST-GROWING MARKET

Market set to double in size in 5 years

Information meeting – 28 October 2011 - 11

A LEADING WEBSITE IN TERMS OF AUDIENCE AND VISITOR NUMBERS

			6 to 8 million unique visitors per month (44% women, 56% men)	5.5 million customer accounts	87% awareness rate
	Website		Activities		(1) U.V. per month
1	Ebay		Generalist, C2C marketplace		11.2
2	Amazon		Generalist, B2C marketplace		9.1
3	Voyages-sncf.com		Travel, B2C direct sales		8.6
4	Cdiscount		Generalist, B2C deals		7.5
5	PriceMinister		Generalist, B2C deals		7.4
6	Fnac		Culture, B2C direct sales		7.2
7	Groupon		Generalist, B2C deals		6.9
8	La Redoute		Fashion/home, B2C direct sales		6.8
9	Rue du Commerce (2)		High tech, B2C direct sales + Generalist, B2C marketplace		5.9
10	Venteprivée.com		Clothing, B2C deals		5.6
11	Carrefour		Generalist, B2C direct sales		5.5
12	3 Suisses	Fashion/home, B2C direct sales			5.2
13	Brandalley		Fashion, B2C deals		4.8
14	Pixmania High tech, B2C direct sales + Generalist, B2C marketplace			4.6

Source: FEVAD

(1) July 2011, quarterly average number of individuals visiting the website at least once during the month, in millions of unique visitors (2) Including TopAchat and Alapage

Information meeting – 28 October 2011 - 12

A REAL ONLINE SHOPPING CENTRE

• A secure platform
• A strong brand reputation
• A wide range of products
• Efficient infrastructures
• Marketing and search engine optimisation (natural referencing)

PC • Software • Components • Storage • Peripherals • Printers/Scanners • Networking - • WiFi Home • automation	TVs • Home cinema • Photography • Camcorders • Accessories • Digital sound • Hifi / Sound • systems Home Studio •	Mobiles and • smart phones Mobile • accessories Fixed-line • telecoms Mobile and • Internet contracts €1 packs •	Satnav • Audio/Video • Vehicle sales • Car centre • Driving aids • Tuning/Competition • Home • maintenance equipment Cleaning products • Motorcycles/Scooters •	Washing/drying • Fridges & • freezers Floor cleaners • Cooking • Laundry care • Air conditioning • & treatment Heating • Personal care •	Living/dining • Kitchen • Bathroom • Bedroom • Storage • Office furniture • Garden • DIY •	Men's • fashion & accessories Women's • fashion & accessories Children's • fashion Nursery • Health & • beauty	Games & • consoles Toys •	Books • Music • DVD & Blu • ray Musical • instruments Gift sets • Wines • Gourmet • Sport •

More than 2 million products available on "La Galerie"

DIRECT SELLING OF HIGH-TECH PRODUCTS

"LA GALERIE"

"LA GALERIE": HOW IT WORKS

Interest for RueDuCommerce

• Enlarged offering
• No logistics nor stocks
• Associated services

Interest for the seller

• Reputation / traffic
• Rapid increase in sales

The customer relationship is fully managed by RueduCommerce, which passes on to the retail partner a confirmed and secure order

"LA GALERIE": A SUCCESSFUL MODEL

HALF-YEAR BUSINESS VOLUME (€M BEFORE TAX)

Average commission rate 7.4%

A revenue model similar to that of a shopping centre

Information meeting – 28 October 2011 - 17

OUR VIEW ON E-COMMERCE

• 1. The e-commerce is to keep on growing at a 15%-20% yearly rate
• 1. The most visible platforms will prevail
• 1. The vast majority of e-commerce retailers will eventually use 2 to 3 marketplaces alongside with their website and/or physical store
• 1. The size of the e-commerce market now implies new investment and capital requirements

The backing by a powerful group: A logical step

THE OFFER

INDICATIVE TIMETABLE AND LEGAL TERMS¹

THURSDAY 27 OCTOBER

Signature of an agreement to acquire 28.64% of RDC via a subsidiary of Altarea (Altacom)

Signature of an agreement with the founders/managers to acquire 20% of Altacom, subject to a 10-year shareholders' agreement

Submission of a takeover bid by Altacom for the remaining RDC shares

LATE FEBRUARY 2012

End of transactions (settlement/delivery)

• Step up investments, in particular to ensure the development of La Galerie
• Reallocation of profits to growth
• Maintain the company's listing

		Implied value per share	Premium
	Spot price at 26/10/2011 High (1 year rolling) Low (1 year rolling)	€6.08 €6.90 €5.20	48.0 % 30.4 % 73.1 %
Premium to share price	Weighted average by volume 1 month 3 months 6 months 12 months	€5.87 €5.86 €6.41 €6.45	53.4 % 53.7 % 40.5 % 39.5 %
Premium to valuation	Discounted cash flow Peer comparison method Average of broker targets	€7.44 €7.06 €7.65	21.0 % 27.4 % 17.6 %

Potential investment of €105m for 100%

OUTLOOK: AN UNPARALLELED COMBINATION

Information meeting – 28 October 2011 - 23

COMPLEMENTARY EXPERTISE IN PHYSICAL/ONLINE RETAIL

• Expertise in physical retail
• Relationship with retailers/brands
• Financial strength

• Tenants' turnover: €2.0bn

• Expertise in online retail

• Relationship with online retailers/manufacturers
• Strong reputation
• Business volume: €0.4bn¹

VERY SIMILAR REVENUE MODELS

	Revenue model	Underlying
Shopping centres owned	Rental income	% of revenues generated by retailers
Shopping centres managed for third parties	Management fees	% of revenues generated by retailers
Galerie	Commission	% of revenues generated by retailers
Direct sales	Retail margin	% of revenues

• Entrepreneurial spirit
• Growth as a target
• Profitability and risk management central to strategy
• Development through innovation

ALTAREA: DEVELOPMENT THROUGH INNOVATION

RUE DU COMMERCE: DEVELOPMENT THROUGH INNOVATION

(1) Pre-tax online sales (La Galerie + direct sales) (2) Mobile payment platform shared by 3 French telecoms operators

Information meeting – 28 October 2011 - 28

A GROWTH DRIVER MODEL

THE 1ST MULTICHANNEL RETAIL REIT