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NSI N.V.

Quarterly Report Nov 8, 2013

3867_iss_2013-11-08_a2029461-a72e-495b-a025-44a5e06e0c9c.pdf

Quarterly Report

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Interim report per 30 September 2013

NSI N.V.

Report of the Management Board

NSI: Recapitalizing for the future

Transaction highlights

  • NSI announces a placement of new ordinary shares at an offer price of €4.00 per Share in order to raise €300 million.
  • The proceeds of the placement will be used to strengthen the company's balance sheet and take advantage of potential market opportunities in the Dutch market.
  • A group of investors has pre-committed to participate for a total amount of approx. €220 million, the remainder is underwritten by ABN AMRO, ING and Rabobank, who will procure qualified investors to subscribe for these shares.
  • Details of the transaction are announced in a separate press release.

Results

  • Direct investment result in the first three quarters of 2013 amounted to €36.1 million (€0.53 per share); for the 3rd quarter, €10.6 million (€0.16 per share)
  • Total investment result in the first three quarters of 2013 amounted to €88.5 million negative, comprising of a positive direct investment result of €36.1 million and a negative indirect investment result of €124.6 million.
  • Revaluations in the real estate portfolio amounted to €139.3 million negative in the first three quarters of 2013; €59.3 in the 3rd quarter
  • Improvement in the occupancy rate of the Dutch office portfolio continued, from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013
  • Stable like-for-like rental development (0.2%) in Dutch office portfolio in Q3 2013 vs Q2 2013
  • NSI realized for a total of €115.7 million of asset sales in the first three quarters of 2013, representing annualized gross rental income of €9.3 million.
  • Loan to value (LtV) amounted to 59.6% as at 30 September 2013 (58.9% at 30 June 2013)
  • According to the dividend policy, the dividend pay-out ratio and distribution is defined by the LtV post dividend. Since the LtV post dividend exceeds 60%, the company was due to pay dividends in shares over the third quarter according to the dividend policy. However, in light of the equity placement, the stock dividend over the third quarter will be foregone.
  • The equity placement will bring the LtV to approx. 45% (on a pro forma basis as at 30 September 2013) which is below the 55% threshold in the dividend policy, which corresponds with a pay-out ratio of 85 to 100% in cash going forward.

NSI will host conference calls to discuss the announcement of its equity placement. A presentation is available on the website (www.nsi.nl) Media are invited to join a call starting at 8:15 am CET . Dial-in: + 31 (0) 45 63 16 902 or + 44 207 153 20 27.

Analysts and investors are invited to join a call starting at 9:30 am CET.

Johan Buijs, CEO of NSI:

"The Netherlands is going through a very long and deep financial and economic crisis. As a result the Dutch real estate investment landscape has changed completely. Availability of real estate financing decreased and international investors averted from the Dutch market. In the office market oversupply increased and put pressure on rental levels. Low consumer confidence and spending started impacting the retail environment. As a result we have seen property values decline and since the start of the crisis 2008, the value of the Dutch office portfolio almost halved in value.

At the same time these circumstances create opportunities, especially in the Dutch office market. Crucial to benefit from these market circumstances is having the best leasing platform. NSI has a proven operational platform and has been constantly outperforming the market in terms of take up. Furthermore, the Dutch office investment market starts moving again, indicating that the market is gaining momentum. NSI has invested over the past years in creating a strong leasing platform

and scalable organization, which is perfectly positioned to play a consolidator role in the Dutch market and benefit from these improving circumstances.

Both mechanisms have urged NSI for a significant recapitalization. The transaction that we have announced today brings our balance sheet in line with today's market requirements, safeguards our strategy in the best interest of all stakeholders and enables NSI to leverage our strong leasing platform."

4

Operational highlights

Retail NL (26% of portfolio)

  • The occupancy rate decreased from 92.0% to 89.7%, mainly as result of the disposal of fully let retail centres
  • 3 assets sold in Q3: De Esch in Rotterdam, Kersenboogerd in Hoorn and Overwhere in Purmerend
  • Revaluation result in Q3 2013 (-€15.9 million) negatively impacted by some specific situations, including the temporarily lower rental income in shopping centre 't Loon until completion of the reconstruction and anticipated expiries in the large scale retail portfolio.

Offices NL (38% of portfolio)

  • Further improvement occupancy for 4th successive quarter to 73.1% as at 30 September 2013 (72.8% as at 30 June 2013).
  • Stable like-for-like rent development (0.2%) Q3 2013 vs Q2 2013.
  • Steadily outperforming the market in take up; take-up of 20,613 sqm in the first nine months of 2013 and 7,019 sqm in the 3rd quarter of 2013, representing over 3% of the take-up in the Dutch office market in the respective periods, while the NSI portfolio represents 1.2% of the total Dutch office market.
  • 2nd HNK Hoofddorp opened in September, HNK Utrecht to be opened in November.
  • First contract for HNK Utrecht signed (625 sqm).
  • HNK Rotterdam celebrated 1st anniversary. One year after the launch, the 'managed offices' are fully let. HNK Rotterdam will expand its space for managed offices to meet the demand for this proposition.

Belgium (31% of portfolio)

  • Slightly decreased occupancy rate at 84.8% (30 June 2013: 85.3%)
  • Redevelopment logistic sites Neerland 1 and Wilrijk progressing according to plan and to be completed by Mid December 2013.

Other (5% of portfolio)

  • Last remaining Swiss asset (Pérolles 2000 in Fribourg) sold at bookvalue in October 2013
  • Liquidation of Swiss entities in progress

Key figures

30-09- 2013 30-09-2012 31-12-2012
Results (x €1,000)
Gross rental income 109,404 120,228 160,545
Net rental income 92,890 103,042 137,334
Direct investment result 36,076 48,447 63,405
Indirect investment result -
124,556
-
124,296
-
166,522
Result after tax -
88,480
-
75,849
-
103,117
Occupancy rate (in %) 80.7 80.5 81.1
Loan-to-value (debts to credit
institutions/real estate 59.6* 57.6 58.2
investments in %)
Issued share capital
Ordinary shares with a nominal
value of €0.46 during period 68,201,841 66,897,112 68,201,841
under review
Average number of outstanding
ordinary shares during period 68,201,841 63,346,375 64,288,818
under review
Data per average outstanding
ordinary share (x €1)
Direct investment result 0.53 0.76 0.99
Indirect investment result -
1.83
-
1.96
-
2.59
Total investment result -
1.30
-
1.20
-
1.60
Data per share (x €1)
(Interim) dividend 0.19 0.75 0.86
Net asset value 8.18 10.50 9.78
Net asset value according to 9.03 11.73 10.95
EPRA
*) loan-to-value calculated before dividend; LtV after (theoretical) dividend distribution
exceeds 60%

Outlook 2013

The economic environment remains challenging. A number of economic indicators shows a cautious positive development, although there is not yet a broad and robust recovery. In this environment, the distinctive and operationally strong approach of NSI remains, even more, crucial.

Financing

NSI announced a placement of new ordinary shares at an offer price of €4.00 per share today, in order to raise €300 million. The proceeds of the Placement will be used to strengthen the company's balance sheet and take advantage of potential market opportunities in the Dutch market.

The equity placement will lower the LtV to around 45% post transaction (on a pro forma basis as at 30 September 2013) as a result of reducing certain term loans and committed revolving credit facilities, providing flexibility to re-use these funds for future investments. NSI intends to maintain the LtV sustainably to below 50%.

In connection with the improvement of the balance sheet through this transaction, NSI has agreed with its lending banks involved in this transaction on more favorable financing terms to lower its average costs of funds, and will initiate negotiations with other lending banks.

In the remaining part of 2013, NSI will specifically focus on:

Organisation

Further professionalisation of the operational organisation.

Offices

  • Further roll out of the HNK concept. HNK Hoofddorp opened in September and HNK Utrecht opens its doors in November. Over the next year NSI aims to open at least another two HNK's and with continuing success will accelerate the roll out process.
  • Through various business concepts and propositions, NSI aims to stabilise the effective rent level by providing an attractive leasing product and additional services and flexibility, like in the HNK concept.
  • NSI aims to improve the occupancy levels through intensified renegotiations with existing tenants and through focussed leasing efforts.

Retail

  • NSI will continue to actively pursue the right branch mix within its retail centers, including a further increase in the presence of convenience, food and discount chains.
  • NSI expects pressure on occupancy levels in the retail portfolio in the 4th quarter.

NSI expects a direct result for the full year 2013 in the range of €46 to €48 million.

7

Financial report

Total investment result

The total investment result, consisting of the balance of the direct and the indirect investment result, amounted to -€88.5 million in the first three quarters of 2013 (first three quarters of 2012: -€75.8 million).

Direct investment result

NSI uses the direct investment result (rental income less operating costs, service costs not recharged, administrative costs and financing costs) as a measure for the performance of its core business and for determining its dividend.

The direct investment result amounted to €36.1 million (first three quarters of 2012: €48.4 million) in the first three quarters of 2013. The direct investment result in the 3rd quarter of 2013 decreased to €10.6 million, compared with €12.1 million in the 2nd quarter of 2013, mainly as a result of increased financing costs (€1.3 million) and disposals.

Gross rental income amounted to €109.4 million (first three quarters of 2012: €120.2 million). In the 3rd quarter, gross rental income was €35.8 million, compared with €36.5 million in the second quarter of 2013, mainly as a result of disposals (€0.7 million). The like-for-like development of the 3rd quarter versus the 2nd quarter of 2013 was more or less stable.

The occupancy rate of the total portfolio decreased to 80.7% as at 30 September 2013, compared to 81.5% on 30 June 2013 (ultimo 2012: 81.1%). The occupancy in the Dutch office portfolio continued to improve for the fourth quarter in succession, from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013. The occupancy level of the retail portfolio decreased from 92.0% to 89.7%, mainly as result of the disposal of fully let retail centres in Rotterdam, Hoorn and Purmerend (impact 0.7%).

Leasing activities

Offices NL

The table below shows movements in occupancy in square meters. In addition the occupancy in square meters, NSI reports the financial occupancy rate, which improved from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013.

Leased 1 Leased in Vacated in period Portfolio per Leased per
January 2013 period 30 September 2013 30 September 2013
% sqm sqm sqm Sqm
%
68.2 26,939 34,393 622,189 421,521
67.7

'Leased in period' (see table) are leases that commenced in the first three quarters of 2013.

Take-up (new leases) concerns contracts signed during the period under review. Q3 was characterized by the usual seasonal pattern. NSI signed 7,019 sqm of new leases (take-up) in the Dutch office portfolio in the 3rd quarter and 20,613 sqm in the first three quarters of 2013, which represents over 3% of the total take-up in the Dutch office market 1in the respective periods. The NSI portfolio represents 1.2% of the total Dutch office market, showing that NSI continues to outperform the market average for take-up.

Retention:
Expiry sqm up to Renewed sqm up to Q3 Retention up to Q3
Q3 2013 2013 2013
84,763 51,806 61%

The like-for-like rental growth in the 3rd quarter versus the 2nd quarter was 0.2%.

The effective rent level of new leases in the office portfolio, taking incentives into account, amounted to €131 per sqm in the past 12 months (€112 per sqm in the 3rd quarter). The effective rent level for the overall portfolio amounted to €146 per sqm as at 30 September 2013 (30 June 2013: €145 per sqm). The average lease duration of the portfolio was 3.6 years as per 30 September 2013.

Retail NL

Q3 2013

The financial occupancy of the retail portfolio decreased to at 89,7% compared with 92.0% as per 30 June 2013, as result of the disposal of fully let retail centres in Hoorn and Purmerend (impact 0.7%). Furthermore, some units have been temporarily rented out to outlets to bridge the period until the strategic long term tenant moves in.

As previously indicated, the retail sector remained under pressure in the 3rd quarter of 2013 due to generally low consumer spending. NSI benefits from a balanced mix of tenants and sectors, with a strong presence of supermarkets. As a result of NSIs active leasing strategy, NSI managed to attract new tenants which improved the sector and retail mix in some retail centers.

Pressure through low consumer spending has also impacted the large-scale retail segment (16% of the retail portfolio), particularly in the home segment, where the impact of low spending is intensified by the lack of movement in the housing market. NSI expects that vacancy in this segment will increase.

Leased 1 Leased in Vacated in Portfolio per Leased per
January 2013
%
period
Sqm
period
sqm
30 September 2013
sqm
30 September 2013
Sqm
%
93.0 9.332 19.981 270.552 239,842 88.6
Expiry sqm up to Renewed sqm up to Q3 Retention up to Q3

2013

The table below shows the development of occupancy in square meters.

2013

The effective rent level for the entire portfolio amounted to €154 per sqm (30 June 2013: €155 per sqm). The average lease duration of the retail portfolio was 3.7 years as at 30 September 2013.

43,830 27,516 63%

1 According to market research of Dynamis, take up in the Dutch office market amounted to 185,700 in the 3rd quarter and 614,768 in the first three quarters of 2013

Belgium

The occupancy of the Belgian portfolio slightly decreased to 84.8% (30 June 2013: 85.3%) as a result of a rather stable performance in the office portfolio and a decrease in the logistics portfolio.

10

Rental income in the Netherlands, Switzerland and Belgium x €1,000

Up to Q3 2013 Up to Q3 2012
the Netherlands
Gross rental income 78,364 84,959
Net rental income 62,692 70,123
Switzerland
Gross rental income 1,122 4,384
Net rental income 950 3,179
Belgium
Gross rental income 29,918 30,885
Net rental income 29,248 29,740

Gross rental income up to Q3 2012 – up to Q3 2013

Gross rental income by segment in the Netherlands, Switzerland and Belgium:

x €1,000 Up to Q3
2012
Purchases Disposals Organic
growth
Up to Q3
2013
the Netherlands
Offices 47,630 - -
1,123
- 4,030 42,477
Retail 30,498 - -
1,194
501 29,805
Industrial 6,327 - -
285
-
193
5,849
Residential 504 - -
251
-
20
233
Total 84,959 - -
2,853
- 3,742 78,364
Switzerland
Offices 1,633 - -
1,269
-
61
303
Retail 2,751 -- -
1,898
-
34
819
Total 4,384 -
3,167
-
95
1,122
Belgium
Offices 19,733 - - - 1,144 18,589
Industrial 11,152 - -
569
746 11,329
Total 30,885 - -
569
-
398
29,918
Total NSI 120,228 -
6,589
- 4,180 109,404

Gross rental income Q2 2013 up to Q3 2013 Gross rental income by segment in the Netherlands, Switzerland and Belgium:

x €1,000 Q2 2013 Purchases Disposals Organic
growth
Q3 2013
the Netherlands
Offices 14,508 - - 104 33 14,437
Retail 9,895 - - 83 83 9,895
Industrial 1,662 - - 165 - 96 1,401
Residential 73 - - - 2 71
Total 26,138 - - 352 18 25,804
Switzerland
Offices 100 - - 1 101
Retail 318 - - 317 2 3
Total 418 - - 317 3 104
Belgium
Offices 6,238 - - - 153 6,085
Industrial 3,743 - - 1 57 3,799
Total 9,981 - - 1 - 96 9,884
Total NSI 36,537 - - 670 - 75 35,792

NSI continues its focus on cost discipline. Operating costs amounted to €13.2 million in the first three quarters of 2013 (first three quarters of 2012: €13.6 million). Operating expenses slightly decreased in the 3rd quarter (€4.4 million) in comparison with the second quarter (€4.5 million).

Administrative costs remained stable at €4.5 million (first three quarters of 2012: €4.5 million).

Financing costs increased in the first three quarters to €44.0 million in comparison with €41.5 million in the 1st three quarters of 2012, due to higher margins and financing costs, partially offset by lower interest rates, hedging costs and a reduction in outstanding loans . On a quarterly basis, financing costs increased from €14.4 million in the 2nd quarter to €15.6 million in the 3rd quarter, due to new financing agreements coming into effect .

Indirect investment result

The indirect investment result for the first three quarters of 2013 amounted to €124.6 million negative. The indirect investment result consists of both realized revaluations (sales results on investments sold) and unrealized revaluations. These unrealized revaluations concern the changes in the market value of the property portfolio (-€139.3 million) and the interest hedging instruments (€22.3 million).

The realised revaluations include the result on sales (-€2.0 million) of 15 sold properties. In the 3rd quarter, 3 Dutch retail centres (De Esch in Rotterdam, Kersenboogerd in Hoorn and Overwhere in Purmerend) and one Dutch office property in Heerhugowaard were sold.

The negative value of derivatives decreased on balance due to anticipated continuing low interest swap rates in combination with a decreased maturity of the derivative instruments.

NSI utilizes interest-rate hedging instruments exclusively to limit operational interest rate risks. There is no 'over-hedging situation' and NSI is not exposed to margin calls. The value of the financial derivatives automatically reverts to zero at the end of the duration of these instruments.

The revaluation of the total real estate portfolio amounted to -€139.3 million in first three quarters of 2013 (first three quarters of 2012: -€98.3 million). The revaluation of the Dutch real estate portfolio amounted to -€139.1 million in first three quarters of 2013 (first three quarters of 2012: - €92.3million). The revaluation in the 3rd quarter amounted to -€55.4 million (2nd quarter of 2013:- €43.0 million).

The value of the Dutch office portfolio decreased by €100.2 million in the first three quarters of 2013 (first three quarters 2012: -€78.8 million), of which €37.5 million in the 3rd quarter (2nd quarter: €29.4 million). Although occupancy rates improved slightly, pressure on market rents increased and yields also remained under pressure. Moreover, valuators are taking a more strict view on properties that have been largely vacant over a longer period, which has impacted some specific properties in the 3rd quarter. These additional write downs amounted to approx. € 7 million.

The revaluation of the retail portfolio was -€15.9 million in the 3rd quarter (2nd quarter 2013: - €11.7 million). In the retail portfolio, too, yields and market rents are under pressure. Furthermore, the revaluation result in this quarter was impacted by some specific situations, including the temporarily lower rental income in shopping centre 't Loon until completion of the reconstruction and anticipated expiries in the, in particular the large scale, retail portfolio. The total impact of these circumstances was approx. €7 million.

In the Belgian portfolio, a revaluation of -€0.1 in the office portfolio over the first three quarters of 2013 (€21.4 million) were offset by a positive revaluation in the logistics portfolio (€21.3 million).

Revaluation results of properties in the Netherlands (x €1,000)

Q3 Q2 Q1 Q4 Q3 Q2 Q1 2011* 2010* 2009* 2008*
2013 2013 2013 2012 2012 2012 2012
Offices -37,463 -29,394 -33,313 -23,264 - - - - - - -44,871
32,583 25,434 20,809 31,400 21,43 37,875
5
Retail -15,939 -11,716 -5,296 - 6,752 -2,893 -3,951 -2,828 -
622
- -7,920 7,770
1,179
Industrial -1,983 -1,865 -1,980 - 2,467 -2,145 -1,285 -
197
-1,351 - -5,504 -4,367
2,416
Residential -
20
- -
85
- -
25
-
125
-
5
135 - 44 -
248
1,747
Total -55,405 -42,975 -40,674 -32,483 - - - - - - -41,716
37,646 30,795 23,839 33,238 26,77 51,255
7

*) In accordance with IFRS the figures prior to the merger with VNOI (over the period 2008- first three quarters of 2011) have not been amended and represent only NSI. As of the fourth quarter of 2011 all results of NSI and VNOI are fully consolidated.

Revaluation results of properties in Belgium (x €1,000)

Q3 2013 Q2 2013 Q1 2013 2012 2011
Offices - 4,722 - 14,730 - 1,913 - 15,891 2,555
Industrial 872 20,240 198 2,420 - 6,126
Total - 3,850 5,510 - 1,715 - 13,471 - 3,571

Revaluation results of properties in Switzerland (x €1,000)

Q3 2013 Q2 2013 Q1 2013 . 2012 2011
Offices - 25 - 15 -
22
-
161
208
Retail - - 105 - - 1.782 - 1.152
Total - 25 - 120 -
22
- 1.943 -
944

14

Yields in % at 30 September 2013 and 31 December 2012

gross yield*
30-09-2013
net yield**
30-09-2013
gross yield*
31-12-2012
net yield**
31-12-2012
Offices 10.9 9.0 10.3 8.6
Retail 8.3 7.2 7.8 6.7
Industrial 8.6 7.8 9.1 8.3
Residential 8.0 7.3 7.2 6.8
Total 9.8 8.4 9.4 8.0

* gross yield: the theoretical annual rent expressed as a percentage of the market value of the property.

** net yield: . the theoretical net rental income expressed as a percentage of the market value of the property.

gross yield* net yield** gross yield* net yield**
30-09-2013 30-09-2013 31-12-2012 31-12-2012
The Netherlands 10.3 8.8 9.6 8.3
Switzerland 5.8 4.9 7.3 5.3
Belgium 8.8 8.6 9.0 8.7
Total 9.8 8.4 9.4 8.0

Balance sheet and financing

The equity placement announced today will lower the LtV to around 45% post transaction (on a pro forma basis as at 30 September 2013) as a result of reducing certain term loans and committed revolving credit facilities, providing flexibility to re-use these funds for future investments. NSI intends to maintain the LtV sustainably to below 50%. The LtV as per 30 September 2013 was 59.6%.

In connection with the improvement of the balance sheet by this transaction, NSI has agreed with its lending banks involved in this transaction on more favorable financing terms to lower its average costs of funds, and will initiate negotiations with the other banks.

The value of the real estate investments amounted to €1,863.9 million on 30 September 2013 (30 June 2013: €1,948.6 million, year end 2012: €2,106.1 million). This is the result of investments, disposals and revaluations.

NSI refinanced its €65 million credit facility with FGH Bank/ Rabobank. The debt that would initially mature in 2014 and 2015 has been extended until 2018. After this transaction, the remaining debt maturing in 2014 amounts to approx. €75 million for the Dutch loan portfolio. NSI has started the refinancing process regarding the remaining debt maturing in 2014.

In the first three quarters of 2013, NSI repaid debt of €118.7 million, in line with the aim to reduce the debt exposure. Debts to credit institutions amounted to €1,110.2 million as per 30 September 2013 (30 June 2013: €1,148.6 million, year-end: €1,226.4 million).

Equity

NSI's equity decreased to €686.6 million in the first three quarters of 2013 (year-end 2012: €789.8 million), mainly as the result of the negative total investment result of €88.5 million.

The number of outstanding shares remained unchanged in the first three quarters of 2013 (68.2 million). The net asset value (including deferred tax and the market value of the derivatives) amounted to €8.18 per share on 30 September 2013 (year end 2012: €9.78). If the deferred tax and the value of the derivatives are excluded (the net asset value according to EPRA), the net asset value amounts to €9.03 per share (year-end 2012: €10.95).

The number of shares will significantly increase as result of the €300 million equity raise announced today; 75 million of new shares will be issued, which will result in a total number of outstanding shares of 143.2 million.

Financial ratios

The funding available to the company under the committed credit facilities as at 30 September 2013 amounted to €53.2 million (30 June 2013: €52.4 million, year-end 2012: €71.3 million). The average remaining maturity of the loans remained stable at 2.6 years (30 June 2013: 2.6 years, 30 September 2012: 2.3 years).

Average costs of debt funding increased from 5.2% as at 30 June 2013 (30 September 2012: 4.8 %) to (including margin) 5.3% on 30 September 2013, mainly due to the refinancing of low interest loans at higher commercial margins.

The average cost of debt (%) is based on the current – increased - interest margins by quarter end, which does not reflect the average interest margin for the period. The interest coverage ratio amounted to 2.1 as per 30 September 2013 .

Interim dividend Q3 2013

In line with the dividend policy, the dividend pay-out ratio and distribution is linked to the LtV performance to safeguard the necessary funds to invest and execute the company's strategy. The pay out ratio and distribution is based on the LtV level post dividend distribution:

  • If LtV (post dividend) is below 55%; the pay-out ratio is 85% to 100% of the direct result in cash.
  • If LtV (post dividend) is above 55% but below 60%; the pay-out ratio is 50% of the direct result in cash.
  • If LtV (post dividend) is above 60%: the pay out ratio is 50% distributed as stock dividend until the LtV has been reduced to a level below 60%.

The LtV as per 30 September 2013 is 59.6% before dividend distribution. After (theoretical) dividend distribution, the LtV post dividend exceeds the 60% treshold. According to the dividend policy, the company was due to pay dividends in shares over the third quarter. However, in light of the equity placement, the stock dividend over the third quarter will be foregone.

The equity placement will bring the LtV to below the 55% threshold in the dividend policy, which corresponds with a pay-out ratio of 85 to 100% in cash going forward.

NSI distributed an interim dividend of €0.19 per share in cash over the 1st half year of 2013.

Developments in the portfolio

The value of the real estate portfolio decreased in the first three quarters of 2013 by €242.2 million to €1,863.9 million as at 30 September 2013 (yearend 2012: €2.106,1 million). This decrease is the result of revaluations (-€ 139.3 million), sales (€115.2 million), investments (€12.4 million), reclassification office own use (€0.8 million) and exchange rate differences (-€0.9 million).

In the 3rd quarter, 3 Dutch retail centres (De Esch in Rotterdam, Kersenboogerd in Hoorn and Overwhere in Purmerend) and 1 Dutch office property in Heerhugowaard were sold.

In the 1st half of 2013, 4 office buildings were sold in the Netherlands (Herengracht, Leidsegracht and Oudezijds Voorburgwal in Amsterdam , and Parklaan in Eindhoven) , 2 industrial properties (Cessnalaan at Schiphol and Archimedesbaan in Nieuwegein) and 2 retail properties (Mereveldplein in De Meern and Rozemarijndonk in Spijkenisse). In Belgium, an industrial property (Guldendelle in Kortenberg) and a plot of land were sold. In Switzerland, the HertiZentrum shopping mall was sold.

On average, the properties were sold slightly below (1.7%) book value.

In October 2013, the last remaining Swiss asset sold (Pérolles 2000 in Fribourg) was sold on book value.

NSI continues its efforts to divest non-strategic assets.

in % x €1,000
Sector spread
Offices 57 1,053,416
Retail 26 489,767
Industrial 17 316,505
Residential - 4,220
Total real estate investments 100 1,863,908
Geographical spread
The Netherlands 68 1,276,499
Switzerland 1 7,935
Belgium 31 579,474
Total real estate investments 100 1,863,908

As at 30 September 2013, the portfolio consisted of 48 residential units and 256 commercial properties, spread across:

Financial occupancy rate portfolio

The occupancy rate of the entire portfolio as at 30 September 2013 decreased to 80.7% (30 June 2013: 81.5%). Occupancy levels per sector were: 75.6% in offices, 88.9% in industrial premises and 89.7% in retail. Occupancy levels per country were: 79.1% in the Netherlands and 84.8% in Belgium.

Retail

The occupancy level of the retail portfolio decreased from 92.0% (30 June 2013) to 89.7%, as result of the disposal of fully let retail centres in Rotterdam, Hoorn and Purmerend (impact 0.7%). Furthermore, some units have been temporarily rented out to outlets to bridge the period until a strategic long term tenant moves in.

Offices

The occupancy rate in the offices portfolio improved slightly from 75.3% (30 June 2013) to 75.6% as at 30 September 2013, as the occupancy rate of the Dutch offices portfolio improved for the 4th successive quarter, from 72.8% as at 30 June 2013 to 73.1% as at 30 September 2013.

Industrial/logistics

The occupancy rate in the total logistics portfolio decreased to 88.9% as at 30 September 2013 (30 June 2013: 91.0%).

The theoretical gross annual rental income per segment in the Netherlands, Switzerland and Belgium per 30 September 2013: (x €1,000)

the Netherlands Switzerland Belgium Total
Offices 81,805 462 32,921 115,188
Retail 40,838 40,838
Industrial 9,166 18,101 27,267
Residential 335 335
Total 132,144 462 51,022 183,628

The annualized contractual rental income from the property portfolio as at 30 September 2013 amounted to €148.2 million (30 June 2013: €151.9 million).

Financial key figures

30-09-2013 30-09-2012 2012
Results (x €1,000)
Gross rental income 109,404 120,228 160,545
Net rental income 92,890 103,042 137,334
Direct investment result 36,076 48,447 63,405
Indirect investment result -124,556 -124,296 -166,522
Result after tax - 88,480 - 75,849 -103,117
Occupancy rate (in %) 80.7 80.5 81.1
Balance sheet (x €1,000)
Real estate investments 1,863,908 2,154,754 2,106,091
Shareholders' equity 686,639 828,575 789,788
Shareholders' equity attributable to 557,899 702,304 666,850
NSI shareholders
Net debts to credit institutions
(excluding other investments) 1,110,237 1,241,966 1,226,432
Loan-to-value (debts to credit
institutions/real estate investments 59.6* 57.6 58.2
in %)
Issued share capital (in shares)
Ordinary shares with a nominal value
of €0.46 during period under review 68,201,841 66,897,112 68,201,841
Average number of outstanding
ordinary shares during period under 68,201,841 63,346,375 64,288,818
review
Data per average outstanding ordinary
shares (x €1)
Direct investment result 0.53 0.76 0.99
Indirect investment result -
1.83
-
1.96
-
2.59
Total investment result -
1.30
-
1.20
-
1.60
Data per share (x €1)
(Interim-) dividend 0.19 0.75 0.86
Net asset value 8.18 10.50 9.78
Net asset value according to EPRA 9.03 11.73 10.95
Average stock-exchange turnover
(shares per day, without double 153,431 94,672 92,580
counting)
High price 7.00 9.70 9.70
Low price 4.86 5.95 5.95
Closing price 5.22 6.37 6.08

* loan-to-value calculated before dividend; LtV after (theoretical) dividend

distribution exceeds 60%

Consolidated direct and indirect investment result (x €1,000)

Gross rental income
109,404
120,228
35,792
Service costs not recharged to tenants
-
3,348
-
3,613
-
984
-
Operating costs
-
13,166
-
13,573
-
4,384
-
Net rental income
92,890
103,042
30,424
Financing income
227
84
71
Financing costs
-
43,980
-
41,466
- 15,640
Administrative costs
-
4,548
-
4,539
-
1,461
-
Direct investment result before tax
44,589
57,121
13,394
Corporate income tax
-
92
-
231
-
26
-
Direct investment result after tax
44,497
56,890
13,368
Direct investment result attributable
Up to Q3 2013 Up to Q3 2012 Q3 2013 Q3 2012
38,879
1,026
4,312
33,541
32
- 13,679
1,386
18,508
5
18,503
to non-controlling interest -
8,421
-
8,443
-
2,763
-
2,626
Direct investment result
36,076
48,447
10,605
15,877
Revaluation of real estate investments
-
139,277
-
98,322
- 59,281
- 37,955
Elimination of rental income
1,370
46
507
137
Net result on sales of real estate
-
1,998
-
*7,754
-
1,185
22
47
investments
Movements in market value of financial
22,259
-
19,176
4,670
-
8,283
derivatives
Exchange-rate differences
-
137
-
139
-
64
-
17
Allocated management costs
-
1,909
-
1,741
-
636
-
580
Indirect investment result before tax
-
119,692
-
127,086
- 55,989
- 46,651
Corporate income tax
-
61
**1,015
-
-
46
Indirect investment result after tax
-
119,753
-
126,071
- 55,989
- 46,697
Indirect investment result attributable
to non-controlling interest
-
4,803
1,775
154
706
Indirect investment result
-
124,556
-
124,296
- 55,835
- 45,991
Total investment result
-
88,480
-
75,849
- 45,230
- 30,114
Data per average outstanding share (x
€1)
Direct investment result
0.53
0.76
0.16
0.24
Indirect investment result
Total investment result
-
1.30
-
1.20
-
0.67
-
0.46
-
1.83
-
1.96
-
0.83
-
0.70

*) including €1.9 million costs related to early redemption of fixed interest CHF

loans and the provision of a rental guarantee (€1.2million).

**) including €1.3 million due to release of a provision of deferred tax liabilities in relation to the sale of Swiss assets.

Condensed consolidated interim financial information

30 September 2013

23

Consolidated statement of comprehensive income

(x €1,000)

Note Up to Up to Q3 Q3
Q3 2013 Q3 2012 2013 2012
Gross rental income 109,404 120,228 35,792 38,879
Service costs recharged 14,267 17,051 4,308 6,373
to tenants
Service costs in total
-17,615 -20,664 - 5,292 - 7,399
Service costs not
recharged to tenants - 3,348 - 3,613 -
984
- 1,026
Operating costs 6 -13,166 -13,573 - 4,384 - 4,312
Net rental income 4 92,890 103,042 30,424 33,541
Revaluation of -137,907 -98,276 -58,774 -37,818
Net results on sales of
investments
7 - 1,998 - 7,754 - 1,185 47
Total net proceeds from
investments
investments -47,015 - 2,988 -29,535 - 4,230
Administrative costs 8 - 6,457 - 6,280 - 2,097 - 1,966
Financing income
Financing costs
227
-44,117
84
-41,605
71
-15,704
32
-13,696
Movements in market value
of financial derivatives 22,259 -19,176 4,670 - 8,283 24
Net financing result -21,631 -60,697 -10,963 -21,947
Result before tax -75,103 -69,965 -42,595 -28,143
Corporate income tax 15 -
153
784 -
26
-
51
Result after tax -75,256 -69,181 -42,621 -28,194
Exchange-rate difference
on foreign participations -
2
70 -
1
39
Total non-realised result -
2
70 -
1
39
Total realised and non -75,258 -69,111 -42,622 -28,155
realised result
Result after tax
attributable to:
NSI shareholders
-88,480 -75,849 -45,230 -30,114
Non-controlling interest 13,224 6,668 2,609 1,920
Result after tax -75,256 -69,181 -42,621 -28,194
Total realised and non
realised result
attributable to
NSI shareholders:
-88,482 -75,779 -45,231 -30,075
Non-controlling interest 13,224 6,668 2,609 1,920
Total incomprehensive -75,258 -69,111 -42,622 -28,155
income
Data per average
outstanding share (x €1)
Diluted as well as non
diluted result after tax -
1.30
-
1.20
-
0.67
-
0.46

Consolidated statement of financial position

Before proposed profit appropriation Q3 2013 (x €1,000)

Note 30-09-2013 31-12-2012 30-09-2012
Assets
Real estate investments 9 1,855,973 2,036,114 2,117,210
Intangible assets 8,499 8,486 8,486
Tangible assets 2,949 3,750 3,836
Financial derivatives 14 429 666 -
Total fixed assets 1,867,850 2,049,016 2,129,532
Assets held for sale 10 7,935 69,977 37,544
Debtors and other accounts 11 24,820 21,915 21,554
receivable
Cash 12,049 7,007 7,601
Total current assets 44,804 98,899 66,699
Total assets 1,912,654 2,147,915 2,196,231
Shareholders' equity 25
Issued share capital 31,372 31,372 30,773
Share premium reserve 657,912 657,912 658,527
Other reserves -
42,905
80,683 88,854
Retained earnings -
88,480
-103,117 -
75,849
Total shareholders' equity
attributable to shareholders 557,899 666,850 702,305
Non-controlling interest 128,740 122,938 126,270
Total shareholders' equity 12 686,639 789,788 828,575
Liabilities
Interest-bearing loans 13 916,051 961,046 847,931
Financial derivatives 14 56,615 80,787 81,133
Deferred tax liabilities 15 157 164 670
Total long-term liabilities 972,823 1,041,997 929,734
Redemption requirement long-term 13 143,552 186,273 306,644
liabilities
Financial derivatives 14 1,561 - 436
Debts to credit institutions 62,683 86,119 94,992
Other accounts payable and 16 45,396 43,738 35,850
deferred income
Total current liabilities 253,192 316,130 437,922
Total liabilities 1,226,015 1,358,127 1,367,656
Total shareholders' equity and 1,912,654 2,147,915 2,196,231
liabilities

Consolidated cash flow statement (x €1,000)

Note 30-09-2013 30-09-2012
Result after tax -
75,256
-
69,181
Adjusted for:
Revaluation of real estate investments 139,277 98,322
Net result on sales of real estate 7 -
1,998
7,754
investments
Net financing expenses 21,631 60,697
Deferred tax liabilities 15 -
7
- 1,015
Depreciation 538 389
Cash flow from operating activities 159,441 166,147
Movements in debtors and other 11 -
2,905
-
7,597
accounts receivable
Movements in other liabilities,
accrued expenses and deferred income 1,394 -
6,309
Financing income 227 84
Financing expenses - 43,831 - 44,621
Cash flow from operations 39,070 38,523
Purchases of real estate and
investments in existing properties 9 - 12,387 - 21,419
Proceeds of sales of real estate 117,229 83,287
investments
Investments in tangible fixed assets -
563
-
344
Divestments of tangible fixed assets 16 31
Investments in intangible fixed assets -
50
-
Cash flow from investment activities 104,245 61,555
Dividend paid - 27,883 - 35,712
Costs related to optional dividend -
8
-
68
Share issue - 24,348
Repurchase of own shares - -
502
Drawdown of loans 13 31,835 30,043
Redemption of loans 13 -118,723 -136,382
Cash flow from financing activities -114,779 -118,273
Net cash flow 28,536 - 18,195
Exchange-rate differences -
58
132
Cash and debts to credit institutions - 79,112 - 69,328
as of 1 January
Cash and debts to credit institutions
as of - 50,634 - 87,391
30 September

Consolidated statement of movements in shareholders' equity (x €1,000)

The development of the item shareholders' equity over the first nine months ending at 30 September 2013 was as follows:

Issued
share
Share
premium
Other
reserves
Retained
earnings
Total
shareholde
Non
controllin
Total
shareholde
capital reserve rs' equity g interest rs' equity
attributab
le to
shareholde
rs
Balance as of 1 January 2013 31,372 657,912 80,683 - 103,117 666,850 122,938 789,788
Result first three quarters of - - - -88,480 -88,480 13,224 -75,256
2013
Exchange-rate differences on - - -
2
- -
2
- -
2
foreign participations
Total realised and non
realised results of first - - -
2
-88,480 -88,482 13,224 -75,258
three quarters of
2013
Distributed final dividend - - -
7,502
- - 7,502 - 7,422 -14,924 27
2012 in cash
Profit appropriation 2012 - - - 103,117 103,117 - - -
Distributed cash interim - - -
12,959
- -12,959 - -12,959
dividend 2013
Costs related to optional - - -
8
- -
8
- -
8
dividend
Total contributions by and to - - - 123,586 103,117 -20,469 - 7,422 -27,891
shareholders
Situation as of 30 September 31,372 657,912 -
42,905
-88,480 557,899 128,740 686,639
2013

The development of the item shareholders' equity per over the first nine months ending at 30 September 2012 was as follows:

Issued Share Other Retained Total Non Total
share premium reserves earnings shareholder controlling sharehol
capital reserve s' equity interest ders'
attrbutable equity
to
shareholder
s
Balance as of 1 January 2012 27,732 637,054 53,727 62,705 128,402 909,620
781,218
Result first three quarters of - - - - 75,849 -75,849 6,668 -69,181
2012
Exchange-rate differences on
foreign participations - - 70 - 70 - 70
Total realised and non-realised
results of first three quarters - - 70 - 75,849 -75,779 6,668 -69,111
of 2012
Distributed final dividend 2011 in - - - 7,539 - - 7,539 - 8,800 -16,339
Situation as of 30 September 2012 30,773 658,527 88,854 - 75,849 702,305 126,270 828,575
shareholders
Total contributions by and to 3,041 21,473 35,057 - 62,705 - 3,134 - 8,800 -11,934
Repurchase of own shares -
28
-
474
- - -
502
- -
502
Share issue 1,389 23,677 -
718
- 24,348 - 24,348
Costs related to optional dividend - -
25
-
8
- -
33
- -
33
Stock-dividend 995 -
995
- - - - -
2012
Distributed cash interim-dividend - - -19,373 - -19,373 - -19,373
Profit appropriation 2011 - - 62,705 - 62,705 - - -
Costs related to optional dividend - -
25
-
10
- -
35
- -
35
Stock-dividend 685 -
685
- - - - -
cash

Notes to the condensed consolidated interim financial statements

1. Reporting entity

NSI N.V. (referred to as 'The Company') is a company domiciled in the Netherlands (headquartered in Hoofddorp , statutory in Hoorn). These condensed consolidated interim financial statements ('interim financial statements') as at and for the nine months ended 30 September 2013 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates and a joint venture.

2. Basis of preparation

(a) Going concern

The condensed consolidated interim financial information has been prepared on the basis of the going concern principle. On the 8th of November 2013 NSI has announced a placement of new ordinary shares in order to raise an amount of € 300 million to strengthen the company's balance sheet.

(b) Statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2012.

These interim financial statements were authorised for issue by the Company's Management and Supervisory Board on 6 November 2013.

(c) Judgements and estimates

In preparing these interim financial statements, Management make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2012.

3. Significant accounting policies

Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2012. The following changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 December 2013.

IFRS 10 Consolidated financial statements (2011)

As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investees. IFRS 10 (2011) introduces a new control model that is applicable to all investees, by focusing on whether the Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to affect those returns. In particular, IFRS 10 (2011) requires the Group consolidate investees that it controls on the basis of de facto circumstances.

In accordance with the transitional provisions of IFRS 10 (2011), the Group reassessed the control conclusion for its investees at 1 January 2013.

IFRS 11 Joint arrangements

As a result of IFRS 11, the Group has changed its accounting policy for its interests in joint arrangements. Under IFRS 11, the Group classifies its interests in joint arrangements as either joint operations or joint ventures depending on the Group's rights to the assets and obligations for the liabilities of the arrangements. When making this assessment, the Group considers the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. Previously, the structure of the arrangement was the sole focus of classification.

The Group is not involved in a joint arrangement.

IFRS 13 Fair value measurement

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements, when such measurements are required or permitted by other IFRSs. In particular, it unifies the definition of fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. It also replaces and expands the disclosure requirements about fair value measurements in other IFRS, including IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required in interim financial statements for financial instruments; accordingly, the Group has included additional disclosures in this regard (see

Note 14).

Presentation of items of other comprehensive income(changes in IAS 1) As a result of the amendments to IAS 1, the Group has modified the presentation of items of other comprehensive income in its condensed consolidated statement of profit or loss and other comprehensive income, to present separately items that would be reclassified to profit or loss in the future from those that would never be. Comparative information has also been re-presented accordingly.

The adoption of the amendment to IAS 1 has no impact on the recognized assets, liabilities and comprehensive income of the Group.

IAS 19 Defined benefit plans (2011)

As a result of IAS 19 (2011), the Group has changed its accounting policy with respect to the basis for determining the income or expense related to defined benefit.

This change has no effect on the assets and liabilities, nor on realised and unrealised results, as the Group has insured its pension plan externally.

30

4. Segment information

Below, a summary of the results of each of the reporting segments is included.

Per country the Netherlands Switzerland Belgium Total
Up to Q3 Up to Q3 Up to Q3 Up to Q3 Up to Q3 Up to Q3 Up to Q3 Up to Q3
2013 2012 2013 2012 2013 2012 2013 2012
Gross rental income 78,364 84,959 1,122 4,384 29,918 30,885 109,404 120,228
Service costs not
recharged to tenants -
2,716
-
2,719
- 1 -
160
-
631
-
734
-
3,348
-
3,613
Operating costs - 12,956 -
12,117
- 171 -
1,045
-
39
-
411
- 13,166 - 13,573
Net rental income 62,692 70,123 950 3,179 29,248 29,740 92,890 103,042
Revaluation results -138,123 -
91,856
- 167 -
5,559
383 -
1,131
-137,907 - 98,276
Net result on sales -
3,017
-
123
- 1,113 -
7,771
2,132 140 -
1,998
-
7,754
Segment result - 78,448 -
21,586
- 330 - 10,151 31,763 28,749 - 47,015 -
2,988
Reconciliation
Administrative costs -
3,570
-
3,067
- 181 -
471
-
2,706
-
2,742
-
6,457
-
6,280
Net financing costs - 15,765 -
47,855
- 185 -
1,534
-
5,681
- 11,308 - 21,631 - 60,697
Result before tax - 97,783 -
72,508
- 696 - 12,156 23,376 14,699 - 75,103 - 69,965
Corporate income tax -
71
- - 10 862 -
72
-
78
-
153
784
Result after tax - 97,854 -
72,508
- 706 - 11,294 23,304 14,621 - 75,256 - 69,181
Non-controlling - - - - - 13,224 -
6,668
- 13,224 -
6,668
interest 31
Investment income
attributable to - 97,854 -
72,508
- 706 - 11,294 10,080 7,953 - 88,480 - 75,849
shareholders NSI
Per country the Netherlands Switzerland Belgium Total
30-9- 31-12- 30-9- 31-12- 30-9- 31-12- 30-9- 31-12-
2013 2012 2013 2012 2013 2012 2013 2012
Real estate 1,276,4 1,482,789 7,935 34,567 579,474 588,735 1,863,9 2,106,09
investments 99 08 1
Other assets 36,557 26,300 1,541 2,170 10,223 12,824 48,321 41,294
Non-allocated assets - - - - - - 425 530
Total assets 1,912,6 2,147,9
54 15
Long-term liabilities 751,228 782,016 157 164 221,438 259,817 972,823 1,041,997
Current liabilities 160,434 226,944 5,849 26,659 86,807 62,447 253,090 316,050
Non-allocated - - - - - - 102 80
liabilities
Total liabilities 1,226,0151,358,12
7
Purchases and
investments in 7,823 15,187 143 274 4,421 15,013 12,387 30,474
existing properties

5. Exchange-rate differences

In order to hedge currency risks, real estate investments in currencies other than the euro are generally funded by loans in the currency of the

investment (in this case Swiss Francs). As at 30 September 2013, the exchange rate for the Swiss Franc was: CHF1 = €0.81800 (30 September 2012: €0.82651).

6. Operating costs

The operating costs for the properties can be specified as follows:

Up to Q3 2013 Up to Q3 2012
Municipal taxes 2,953 3,483
Insurance premiums 559 605
Maintenance costs 2,896 2,867
Contributions to owner's associations 365 370
Property management (including attributed administrative 3,829 3,607
expenses)
Letting costs 1,638 1,307
Other costs 926 1,334
Total 13,166 13,573

7. Net results on sales of real estate investments

Up to Q3 Up to Q3 2012
2013
Sales of real estate investments 115,745 88,517
Book value at time of sale 115,231 92,266
Total 514 -
3,749
Sales costs -
2,512
-
4,005
Total -
1,998
-
7,754
33

The sales costs are including broker costs, legal costs, breakage costs for loan redemption and a rental guarantee.

8. Administrative expenses

The administrative costs can be specified as follows:

Up to Q3 2013 Up to Q3 2012
Management costs 9,265 8,936
Audit costs 209 322
Consultancy costs 435 537
Appraisal costs 326 335
Compensation of Supervisory Directors, members of the
Investments Advisory Board and Stichting Prioriteit NSI 188 189
Other costs 453 339
Total 10,876 10,658
Allocated to operating costs -
4,074
-
4,108
Allocated to real estate portfolio -
345
-
270
Total 6,457 6,280

9. Real estate investments

The development of the real estate investments in operation and under development was as follows:

30-09-2013 30-09-2012
Real estate investments in operation 1,836,953 2,101,565
Real estate investments under 19,020 15,645
development
Total 1,855,973 2,117,210

34

Real estate investments in operation and real estate investments under development are accounted for at fair value. The fair value is determined on the basis of one of the following levels in the hierarchy: Level 1: valuation on the basis of quoted prices in active markets; Level 2: values based on (external) observable information; Level 3: values based wholly of partially on not (external) observable information.

All real estate investments are defined as level 3. All real estate investments in Belgium are being appraised every quarter by an independent external appraiser. The fair value of Dutch real estate investments are being determined on the basis of internal valuation every quarter. At least once a year, or more frequent if required or desirable, in line with the valuation procedure, the Dutch real estate investments are valued by an external independent experts. Possible discrepancies between internal and external valuations are limited and are explained and substantiated on a quarterly basis.

Per 30 September 2013, 53.9% of the real estate investments have been externally appraised by independent, certified appraisers and all other properties have been externally appraised within the year. The fair value is based on market value (purchasing costs payable by purchaser, thus adjusted for acquisition costs like real estate transfer tax), which is the estimated amount for which a real estate investment can be traded on the valuation date between a buyer willing to enter into a transaction and a seller in an at arms' length transaction preceded by sound negotiations in which the parties are properly informed and were willing to enter the transaction.

When no actual market value in an active market is available, valuations are being determined on the basis of a net initial yield calculation, in which the net market rents are being capitalized. The yields applied are specific to the country, property type, location, state of maintenance and lettability of each asset. The basis for the determination of the yields is based on comparable transactions, complemented by market-and asset-specific knowledge.

The returns described in the management report represent market practice and are calculated by the (theoretical) net rent of the real estate property divided by the fair value expressed as a percentage. The total net yields as of 30 September 2013 was 8.4% (2012: 8.0%). The net yields were 8.8% for the Netherlands (2012: 8.3%), 4.9% for Switzerland (2012: 5.3%) and 8.6% for Belgium (2012: 8.7%). The yields are specific to the country, real estate type, location, state of repair and leasability of the object. The basis for determining the yields are comparable transactions supplemented with market and property-specific knowledge. These varied between 5.7% and 17.0% for the Netherlands (2012: between 5.4% and 14.0%) and between 6.0% and 9.5% for Belgium (2012: between 7.0% and 8.5%). Comparable transactions in the market were also taken into account in the valuation.

The most important valuation assumptions are:

the Switzerlan Belgium
Up to Q3 Netherlands Up to Q3 d Up to Q3 2012
2013 2012 2013 2012 2013
Average market rent per sqm
-- ----------------------------- -- -- -- --
(in €)
Offices 124 131 218 218 141 145
Retail 144 144 - 245 - -
Industrial 60 63 - - 44 47
Residential (per apartment) 549 670 - - - -
per month
Average gross yield (in %) 10.3 9.6 5.8 7.3 8.8 9.0
Average net yield (in %) 8.8 8.3 4.9 5.3 8.6 8.7
Vacancy 20.8 21.0 14.0 4.1 15.2 14.4

Assumptions are made per property, per tenant and per vacant unit based upon the possibility of (re)letting, expected duration of vacancy, incentives and letting costs.

Sensitivity analysis

The value of the real estate investments implies an average net yield of 8.3% (2012: 8.0%). If the yields applied in the calculation to determine the valuation of real estate investments as per 30 September 2013 would be 100 basis points lower than those currently used, the value of the real estate investments would increase by 13.6% (2012: 14.2%). NSIs equity would in this case increase by €253.2 million (2012: €299.7 million). The loan-to-value would then decrease from 59.6% (2012: 58.2%) to 52.4% (2012: 51.0%). In case the net yield would have been 100 basis point higher, the opposite would apply.

Real estate investments in operation

The development of the real estate investments in operation per country was as follows:

the Switzerla Belgium Total the Switzerla Belgium Total
Netherland nd 2013 Netherlan nd 2012
s ds
Balance on 1 1,437,009 - 583,860 2,020,8 1,605,790 123,084 587,889 2,316,7
January 69 63
Purchases - - - - - - 7,966 7,966
Investments 7,768 - 4,421 12,189 7,010 - 6,277 13,287
Reclassification
into real estate
investments under -
8,125
- - - 8,125 -
10,595
- - -10,595
development
Reclassification
into assets held - - - - - -119,925 - 1,225 -121,150
for sale
Reclassification to
tangible fixed -
1,665
- - - 1,665 - - - -
assets
Reclassifciation of
tangible fixed 2,512 - - 2,512 - - - -
assets
Sales - 41,725 - -12,402 -54,127 -
4,920
- - 3,865 - 8,785
Revaluations -138,045 - 3,345 -134,700 - 92,280 -
4,293
-
482
-97,055
Exchange-rate - - - - - 1,134 - 1,134

differences Balance on 30 September 1,257,729 - 579,224 1,836,9 53 1,505,005 - 596,560 2,101,5 65

The valuations contain:

the
Netherland
s
Switzerlan
d
Belgium Total
2013
the
Netherland
s
Switzerla
nd
Belgium Total
2012
Prepayment
and accrued
income in
relation to
incentives
6,992 - 4,260 11,252 8,099 - 4,720 12,819
Retail Offices Industrial Residential Total 2013
Balance on 1 January 551,377 1,146,269 318,898 4,325 2,020,869
2013
Investments 1,601 6,320 4,268 - 12,189
Reclassification to
tangible fixed assets - -
1,665
- - -
1,665
Reclassification of
tangible fixed assets - 2,512 - - 2,512
Reclassification into
real estate
investments under - -
8,125
- - -
8,125
development
Sales -
30,260
-
2,725
-
21,142
- -
54,127
Revaluations -
32,951
-
116,125
14,481 -
105
-
134,700
Balance on 30 September
2013
489,767 1,026,461 316,505 4,220 1,836,953

The development of the investments in operation by real estate type was as follows:

On 30 September 2013, properties with a book value of €1,279.6 million (2012: €1,507.2 million) were mortgaged as security for loans taken out and credit facilities at banks amounting to €845.9 million (2012: €951.0 million). It is possible to vary the level of securitisation within the banking arrangements, enabling NSI to create additional loan capacity within the existing facilities or allocate the securities partly to a different facility.

Real estate investments under development 2013 2012
Balance on 1 January 15,245 5,050
Investments 55 -
Reclassification of real estate investments in operation 8,125 10,595
Revaluations -
4,405
-
Balance on 30 September 19,020 15,645

Real estate investments under development contains four offices and two land positions per 30 September 2013.

10. Assets held for sale

The book value of real estate held for sale equals the expected sales proceeds, representing fair value.

2013 2012
Balance on 1 January 69,977 -
Reclassification of real estate investments in operation - 121,150
Investments 143 166
Sales -
61,103
-
82,256
Revaluations -
173
-
1,266
Exchange-rate differences -
909
-
250
Balance on 30 September 7,935 37,544

11. Debtors and other accounts receivable

The main items concern the expected insurance settlement in connection to shopping centre 't Loon, loan provided to buyer shopping centre Zug (€3.6

million), prepaid costs 2013 for an amount of €4.2 million, corporate income tax (€1.6 million) and rental income overdue for an amount of €4.5 million.

12. Shareholders' equity

The number of issued shares remained unchanged during the reporting period. The company set and distributed the following dividends:

  • Final dividend Q4 2012: €0.11 per share;
  • Interim-dividend Q1 2013: €0.10 per share;
  • Interim-dividend Q2 2013: €0.09 per share;

13. Interest-bearing debts

The development of the loans in the reporting period was as follows:

2013 2012
Balance on 1 January 1,147,319 1,259,837
Drawdowns 31,835 30,043
Redemptions -
118,723
-
136,382
Exchange-rate differences -
828
1,077
Balance on 30 September 1,059,603 1,154,575
Redemption requirement long-term debts up to 1 year 143,552 306,644
Balance on 30 September 916,051 847,931

Remaining maturities of the loans at 30 September 2013 was as follows:

Fixed interest Variable interest Total
Up to 1 year 28,263 115,289 143,552
From 1 to 2 years - 43,177 40
43,177
From 2 to 5 years 216,034 648,118 864,151
From 5 to 10 years - 8,722 8,722
More than 10 years - - -
Total loans 244,297 815,306 1,059,603

The interest-bearing debts are predominantly loans from banks and a €75 million Belgian bond with an average remaining maturity of 2.6 years. The weighted average interest on outstanding mortgages and interest-rate swaps at 30 September 2013 was 5.3% per annum including margin. The interest coverage ratio amounted to 2.1 as at 30 September 2013.

As collateral for the loans and the current account facilities at the banks, mortgages are registered on real estate with a value of €1,279.6 million, together with a possessory lien on the rental income in some cases.

14. Financial derivatives

At fair value valued Financial derivatives

The table below analyses recurring fair value measurements for financial assets and financial liabilities. These fair value measurements are categorized into different levels in the fair values hierarchy based on the inputs to valuation techniques used. The different levels are defined as follows:

Level 1: valuation on the basis of quoted prices in active markets; Level 2: values based on (external) observable information; Level 3: values based wholly of partially on not (external) observable information.

Level 2 apply to all derivative financial instruments; the counterparty uses a model in which fair value is determined on the basis of direct or indirect observable market data.

Level 2 fair values for simple over-the-couter derivative financial instruments are based on broker quotes. These quotes are tested for reasonableness by discounting expected future cash flows using market interest rate for a similar instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk if the Group entity and counterparty when appropriate.

Number of
contracts
Nominal Positive market
value
Negative market
value
Up to 1 year 6 65,000 - 1,561
From 1 to 5 years 34 649,704 - 44,126
From 5 to 10 years 4 99,300 - 12,489
Total swaps 44 814,004 - 58,176
Total derivatives
index loans 2 54,000 429 -
Total derivatives 46 868,004 429 58,176
41

The derivative financial instruments have the following maturities:

NSI limits its interest-rate risk by swapping the majority of the variable interest it pays on its loans into a fixed interest rate, by means of contracts with fixed interest rates varying from 2.14% to 4.61% and with maturity dates between 2014 and 2022. The market value of the financial derivatives amounted to €57.7 million as at 30 September 2013.

The weighted average remaining maturity of the financial derivatives is 3.2 years. NSI is hedged at a weighted interest rate of 3.1%, excluding margin. 6.7% of the current loans and credit facilities are subject to variable interest and are therefore not hedged.

15. Deferred tax liabilities

Deferred tax liabilities are recognized at nominal value for the corporate income tax payable in future periods that arise because of the differences between market value and value for tax purposes of the properties in Switzerland.

  1. Other accounts payables and accrued liabilities The largest items recognized under the other payables and accrued liabilities concern prepaid rent of €12.9 million, payable operational costs of €9.9 million and payable interest of €8.5 million.

17. Liabilities not appearing in the balance sheet

Divestments

NSI sold and transferred the office property Pérolles 2000 in Fribourg (Switzerland) on 4 October 2013. The sales price amounted to CHF9.7 million.

Management Board Supervisory Board

D.S.M. van Dongen, CFO H.J. van den Bosch

J. Buijs, CEO H.W. Breukink, chairman G.L.B. de Greef

Other information

Statement pursuant to the Financial Supervision Act

The Netherlands Authority for the Financial Markets granted a licence to NSI N.V. on 13 July 2006. A copy of this license can be obtained at the company's office as well as via its website: www.nsi.nl

The members of NSI's Supervisory Board and Management Board have no personal interests in any of the investments made by NSI. Furthermore, they never had any such interest at any time during the period under review. The company is not aware of any property transactions during the period under review with any people or organisations that could be considered to have a direct relationship with the company.

Holders of shares with a capital interest of 5% or more:

In accordance with the Financial Supervision Act, the Netherlands Authority for the Financial Markets received a notification of a shareholder with an interest of more than 5% in the company. According to the most recent notification, this interest was as follows: Habas Investments (1960) Ltd. and it subsidiaries (20.5%). The date of the notification mentioned above was 18 December 2012.

Management Board Statement

The Management Board states that, as far as they are aware:

  • this interim report, which has been prepared in accordance with IAS 34 "Interim Financial Reporting", gives a true and fair view of the assets, liabilities, the financial position and the results of NSI and the companies included in the consolidation as a whole;
  • the interim report provides a true and fair view on the condition as at the balance sheet date and the course of business during the half year under review of NSI N.V. and the related companies of which the data have been included in the interim statement, and the expected course of business; and
  • the interim report includes a true and fair review of the information required pursuant to section 5:25d,subsections 8 and 9 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

As described in detail in the annual report 2012, NSIs business is exposed to certain risks. NSI considers the credit risk, liquidity risk, interest risk and currency risks as financial risks.

Financial risks

Due to a higher awareness of financing partners in relation to real estate related risks, in combination with the overall economic situation and changing regulations (Basel III/ Solvency II), NSI notes a general decreased availability of real estate financing in the market. Processes of refinancing take significantly longer to complete. Margins and bank costs have been rising substantially since the beginning of the crisis as a result of aforementioned trends. However, NSI refinanced more than €850 million of its Dutch outstanding debt over the last six quarters. The process regarding refinancing debt that is due to mature in 2014 (approx. €100 million) has started.

Loan covenants tend to become more restrictive and are more intensively monitored for the effects of real estate valuations, property sales and developments in vacancy rates.

Negative revaluations lead to a lower solvency and a higher LtV. By doing additional repayments, the loan covenants can be met. Additional repayments may result in pressure on the liquidity of the company. Through adjustment of the dividend policy and selling off real estate this can be managed. Selling off real estate and the related net rental income, in combination with increasing financing costs, lead to pressure on the interest ratio.

The intended equity issue will strengthen the solvency and liquidity position, lowers the LtV as a result of reducing debt, which lead to lower financing costs and an improved interest ratio.

44

Market risks Market risks include changes in the economic environment and availability of funding in the credit markets, which is partially related to the euro crises, which may effect both the letting prospects as well as the market value of the properties. Market circumstances led to high negative revaluations of real estate in the preceding periods and it is uncertain when this will change.

Our risks are being monitored on a continuous basis.

Hoofddorp, 8 November 2013

Management Board

J. Buijs, CEO D.S.M. van Dongen, CFO

Review report

To the General Meeting of shareholders of NSI N.V.

Introduction

We have reviewed the accompanying, on page 17 to page 30, condensed consolidated interim financial information as at 30 September 2013 of NSI N.V., Hoofddorp (statutory seat Hoorn), which comprises the consolidated statement of financial position as at 30 September 2013, the consolidated statement of comprehensive income for the period of 3 months and 9 months ended 30 September 2013, the consolidated statement of movements in shareholders' equity and the consolidated cash flow statement for the period of 9 months ended 30 September 2013 and the notes. Management of the Company is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope

We conducted our review in accordance with Dutch law including standard 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information as at 30 September 2013 is not prepared, in all material respects, in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.

Amstelveen, 8 November 2013 KPMG Accountants N.V.

H.D. Grönloh RA

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