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Montea N.V.

Annual Report Feb 21, 2017

3978_er_2017-02-21_74e49b6f-f43c-480f-8207-903e28e192a4.pdf

Annual Report

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ANNUAL PRESS RELEASE FROM THE STATUTORY MANAGER FOR THE PERIOD FROM 01/01/2016 TO 31/12/2016 INCLUDED

REGULATED INFORMATION - EMBARGO UNTIL 21/02/2017 – 08.30 AM

SOLID RESULTS AND CONFIRMATION OF EARNINGS AND DIVIDEND FOR 2016:

EPRA RESULT OF € 24.0 MILLION IN 2016 COMPARED WITH € 21,1 MILLION IN 2015

CONSISTING OF EARNINGS ON A RECURRING BASIS OF € 24.8 MILLION, AN ONCE-OFF SEVERANCE COMPENSATION OF € 1.3 MILLION, RECEIVED IN Q1 2016, PARTIALLY OFFSET BY THE SETTLEMENT OF A HISTORIC INTEREST RATE SWAP (IRS) IN Q4 2016 FOR AN ONCE-OFF COST OF € 2.1 MILLION.

  • EPRA RESULT PER SHARE OF € 2.47 PER SHARE COMPARED WITH € 2.34 IN 2015
  • PROPOSED DIVIDEND OF € 2.11 PER SHARE, ON THE BASIS OF A PAYOUT RATIO OF 87% COMPARED WITH € 2.03 IN 2015 (INCREASE OF 4%)
  • INCREASE OF THE NET RENTAL INCOME BY 18% TO € 40.5 MILLION COMPARED WITH € 34.3 MILLION IN 2015
  • OPERATING MARGIN AMOUNTS TO 89.6% COMPARED WITH 85.8% IN 2015
  • EPRA VACANCY RATE OF 1.1% COMPARED WITH 3.2% IN 2015
  • DEBT RATIO OF 51.6% COMPARED WITH 55.8% AT THE END OF 2015 – AVERAGE TERM OF FINANCES 5.4 YEARS – AVERAGE TERM OF INTEREST RATE HEDGES 7.8 YEARS
  • AVERAGE TERM OF LEASES ON FIRST EXPIRY DATE OF 7.7 YEARS COMPARED WITH 6.8 YEARS AT THE END OF 2015
  • BUILDINGS WORTH € 84 MILLION WERE PURCHASED OR DEVELOPED AND BUILDINGS WORTH € 49 MILLION WERE SOLD (2 BUILDINGS IN FRANCE AND 1 BUILDING IN BELGIUM) IN 2016. THE FAIR VALUE OF THE PROPERTY PORTFOLIO WAS THEREBY INCREASED BY 7% TO € 552 MILLION, COMPARED WITH € 517 MILLION AT THE END OF 2015
  • PROSPECTS FOR 2017:
  • PROPERTY PORTFOLIO GROWS TO € 650 MILLION
  • EPRA VACANCY RATE REMAINS UNDER 5% - TERM OF LEASES AMOUNTS TO MORE THAN 7 YEARS ON AVERAGE
  • OPERATING MARGIN OF 89% ON AN ANNUAL BASIS
  • EPRA RESULT PER SHARE INCREASES WITH 5%

Summary

  • The EPRA result1 amounts to € 24.0 million, up 14% compared with the EPRA result of € 21.1 million in 2015. The EPRA earnings per share2 for 2016 amount to € 2.47, up 5.6% compared with € 2.34 per share in 2015. The most significant changes are:
  • o An increase in the net rental income of 18% from € 34.3 million in 2015 to € 40.5 million in 2016.
  • o An once-off cost of € 2.1 million paid in Q4 2016 for the early settlement of a historic Interest Rate Swap (IRS) to conclude subsequently a new swap at current market conditions which will have a positive impact on the financial earnings for the financial years to come.

The operating margin amounts to 89.6% compared with 85.8% the previous year.

  • The board of directors of the statutory management company of Montea will propose to the general meeting of shareholders to pay out a gross dividend of €2.11 per share on the basis of EPRA earnings of €2.47 per share, an increase of 4% compared with the previous year on the basis of a further lowering of the payout ratio from 89% in 2015 to 87% in 2016.
  • Buildings worth € 84 million were purchased or developed and buildings worth € 49 million were sold (2 buildings in France and 1 building in Belgium). The fair value of the property portfolio was thereby increased by 7%, from € 517 million at the end of 2015 to € 552 million at the end of 2016. The fair value of the Belgian, French and Dutch property portfolios amounts to € 278 million, € 98 million and € 176 million respectively.

The growth in the fair value is due chiefly to the delivery of 3 built-to suit projects in the first half of 2016 (CDS in Vorst, Movianto in Erembodegem and DSV Solutions in Ghent), the acquisition of the site in Willebroek (let to Federal Mogul) and the acquisition of 46,000 m² of land in Bornem for the development of a built-to-suit project, partially offset by the property in Herentals which was sold in Belgium on the one hand, and the purchase of the site in Eindhoven, De Keten (let to Jan De Rijk) as well as the development of the property in Aalsmeer for Bakkersland and Scotch & Soda in the Netherlands on the other. In France, the fair value of the property portfolio after the sale of 2 buildings to Patrizia Logistik Invest Europa I was offset partially by the purchase of a development area in Camphin-en-Carembault to the south of Lille.

• The EPRA vacancy rate3 amounts to 1.1% (compared with 3.2% at the end of December 2015), inclusive of the severance compensation that was received in 2016 for the discontinuance of the Neovia Logistics lease. If this is not taken into account, the EPRA vacancy rate amounts to 3.6%.

The average term of the contracts until their first termination option amounts to 7.7 years compared with 6.8 years at the end of 2015. The vacancy rate pertains mainly to half of the site at Milmort (BE).

• The debt ratio amounts to 51.6% compared with 55.4% at the end of September 2016.

1 Corresponds to the former name "Net Current Earnings." The description of Net Current Result was changed upon the entry into force of the European Securities and Market Authority (ESMA) guidelines on Alternative Performance Measures to core net earnings, i.e. the EPRA earnings. The use of the term 'current' is forbidden for the time being. The name was consequently changed to "core net earnings" and corresponds to the ERPA earnings as stipulated in the 'Best Practice Recommendations' of the European Public Real Estate Association (EPRA).

2 The EPRA earnings per share refer to earnings based on the weighted average number of shares, which does not correspond to the

former heading "net current earnings" per share, since Montea has always used the number of shares entitled to dividends as a basis. 3 Corresponds to the complement of the previous "Occupancy rate" with the difference that the occupancy rate used by Montea was calculated on the basis of square metres whereas the ERPA vacancy rate is calculated on the basis of the estimated rental value.

Alternative Performance Measures (APM)

In accordance with the guidelines recently adopted by the European Securities and Markets Authority (ESMA), the Alternative Performance Measures (APM) used henceforth by Montea are indicated with an asterisk (*) the first time they are mentioned in this press release, and then defined in a footnote. The reader is thereby apprised of the definition of an APM. The performance measures stipulated by IFRS rules or by law as well as the measures which are not based on the headings of the balance sheet or the income statement are not considered as APMs.

The detailed calculation of the PERA performance measures and of other APMs that are used by Montea, are indicated in Chapter 1.8 and 1.9 of this press release.

Table of contents

1. Management report

  • 1.1. Key figures
  • 1.2. Significant events and transactions during 2016 in Belgium, Nederland and France
  • 1.3. Value and composition of the property portfolio at 31/12/2016
  • 1.4. Summary of the abbreviated consolidated financial statements for the 2016 financial year
  • 1.5. Performance of Montea shares on the stock market
  • 1.6. Significant events after the balance sheet date
  • 1.7. Transactions with associated parties
  • 1.8. EPRA Performance measures
  • 1.9. Detail of the calculation of the APMs used by Montea
  • 1.10. Principal risks, uncertainties and outlook
  • 1.11. Corporate social responsibility sustainable business
  • 1.12. Notes regarding compliance with certain covenants relating to the bond issue
  • 2. Forward looking statements
  • 3. Financial calendar

Attachments

    1. Consolidated summary of the profit-and-loss account at 31/12/2016
    1. Consolidated summary of the balance sheet at 31/12/2016
    1. Consolidated summary of the changes in equity capital
    1. Summary of the consolidated overall result
    1. Summary of the consolidated cashflow overview
    1. Report from the independent property assessor at 31/12/2016
    1. Summary of the property portfolio at 31/12/2016
    1. Auditor's report

1. Management report

1.1. Key figures

31/12/2016 31/12/2015
12 months 12 maanden
Real estate portfolio
Real estate portfolio - Buildings (1)
Number of sites 47 45
Surface of the real estate portfolio
Logistics and semi-industrial warehouses sqm 715.310 682.503
Offices sqm 67.668 66.506
Total surface sqm 782.978 749.009
Development potential sqm 230.344 119.569
Value of the real estate portfolio
Fair value (2) K€ 532.063 480.721
Investment value (3) K€ 558.167 503.980
EPRA Vacancy Rate
EPRA Vacancy Rate (4) % 1,1% 3,3%
Real estate portfolio - Solar panels
Fair value K€ 9.978 10.369
Real estate portfolio - Solar panels
Fair value (2) K€ 10.281 25.640
Consolidated results
Results
Net rental result K€ 40.518 34.290
Operating result before the porfolio result K€ 36.304 29.437
Operating margin (5)* % 89,6% 85,8%
Financial result (excl. Variations in fair value of the financial
instruments) (6)*
K€ -11.780 -8.016
EPRA result (7)* K€ 24.018 21.097
Weighted average number of shares 9.722.190 9.012.751
EPRA result per share (8)* 2,47 2,34
Result on the portfolio (9) K€ 12.919 2.475
Variations in fair value of the financial instruments (10) K€ -616 438
Net result (IFRS) K€ 36.321 24.010
Net result per share 3,74 2,66
Consolidated balance sheet
IFRS NAV (excl. minority participations) (11) K€ 251.846 208.157
EPRA NAV (12)* K€ 276.651 232.345
Debts and liabilities for calculation of debt ratio K€ 307.164 306.564
Balance sheet total K€ 594.759 549.685
Debt ratio (13) % 51,6% 55,8%
EPRA NAV per share (14)* 27,80 25,22
EPRA NNAV per share (15)* 25,31 22,60
Share price (16) 46,37 39,20
Premium % 66,8% 55,4%
  • (1) Inclusive of real estate intended for sale.
  • (2) Accounting value according to the IAS/IFRS rules, exclusive of real estate intended for own use.
  • (3) Value of the portfolio without deduction of the transactions costs.
  • (4) *EPRA vacancy rate: estimated rental value of vacant surfaces divided by the estimated rental value of the total portfolio, exclusive that of projects under construction and/or renovation. Cf. www.epra.com
  • (5) *The operating margin is obtained by dividing the operating result before the earnings from the property portfolio by the net rental earnings.
  • (6) *Financial result (exclusive of variations in the fair value of the financial instruments): this is the financial result according in accordance with the Royal Decree of July 13, 2014 regarding regulated property investments companies excluding the variation in the fair value of the financial instruments, and reflects the actual financing cost of the company.
  • (7) *EPRA result: this concerns the underlying earnings from the core activities and indicates the degree to which the current dividend payments are supported by the profit. These earnings are calculated as the net earnings (IFRS) exclusive of the earnings from the portfolio and the variations in the fair value of financial instruments. Cf www.epra.comm.
  • (8) *EPRA result per share concerns the EPRA earnings on the basis of the weighted average number of shares. Cf. www.epra.com.
  • (9) *Result on the portfolio: this concerns the negative and/or positive variations in the fair value of the property portfolio, plus any capital gains or losses from the construction of real estate.
  • (10) Variations in the fair value of hedging instruments: this concerns the negative and/or positive variations in the fair value of the interest hedging instruments according to IAS 39.
  • (11)IFRS NAV: Net Asset Value for profit distribution for the current financial year in accordance with the IFRS balance sheet. The IFRS NAV per share is calculated by dividing the equity capital by the number of shares entitled to dividends on the balance sheet date.
  • (12) *EPRA NAV: The EPRA NAV is the NAV that was adjusted so as to comprise also property and other investments and their fair value, which excludes certain items which are not expected to assume a fixed form in a business model with property investments in the long term. Cf. www.epra.com.
  • (13)Debt ratio according to the Royal Decree of 13 July 2014 on regulated property companies.
  • (14) *EPRA NAV per share: The EPRA NAV per share concerns the EPRA NAV on the basis of the number of shares entitled to dividends on the balance sheet date. Cf. www.epra.com.
  • (15) *EPRA NNNAV: This is the EPRA NAV that was adjusted so as to comprise also the fair value of financial instruments, debts and deferred taxes. The EPRA NNNAV per share concerns the EPRA NNNAV on the basis of the number of shares entitled to dividends on the balance sheet date. Cf. also www.epra.com.
  • (16) Share price at the end of the period.

1.2. Significant events and transactions during 2016 in Belgium, France and The Netherlands

1.2.1. EPRA result per share4 * was € 2.47: a rise of 5.6% on a recurrent basis compared with the same period in the previous year

The EPRA result5 amount to € 24.0 million, up 14% during financial year 2016, compared with € 21.1 million during the same period in the previous year. The EPRA result per share amounts € 2.47 per share compared with € 2.34 per share last year.

This growth of € 2.9 million is due chiefly to:

  • The increase in the operating result before the result on the property portfolio of €6.9 million due to:
  • o The increase in the net rental income of € 6.2 million from € 34.3 million at the end of December 2015 to € 40.5 million at the end of December 2016. This new rental income is a direct consequence of the investments made and the delivery of built-to-suit projects during the previous financial year and the new investments and delivery of new projects in 2016;
  • o The recovery of the rental charges and "other rent-related income" has a positive impact of € 0.2 million, mainly as a result of an increase in the occupancy rate;
  • o A drop in the property charges and general expenses of the company of € 0.5 million owing to a drop in the marketing and communication, HR and legal costs.
  • Partially offset by an increase in the negative financial result (exclusive of variations in the fair value of the financial instruments)6 * of € 3.8 million, chiefly due to the settlement of an IRS contract in 2016 for a total amount of € 2.1 million so as to take out subsequently a new swap at current market conditions, which will ensure a positive impact on the average financing cost7 * in the future. Furthermore, the rise is a result of an increase in the hedge ratio8 * in 2016 on the one hand, and the average financial debt burden of € 53.0 million for investments in, among other places, Vorst (let to CDS), Erembodegem (let to Movianto) and Aalsmeer (let to Bakkersland) on the other. The acquisitions in Eindhoven (let to Jan De Rijk) and Bornem were also financed with borrowed capital.
  • The increase in taxation of € 0.2 million.

4 *EPRA result per share concerns the EPRA profit on the basis of the weighted average number of shares. Cf. www.epra.com. 5 *EPRA result: this concerns the underlying earnings from core activities and indicates the degree to which dividend payments are

supported by the profit. These earnings are also calculated as the net earnings (IFRS) exclusive of the result on portfolio and the variations in the fair value of financial instruments. Cf. www.epra.com

6 *Financial result (exclusive of variations in the fair value of the financial instruments); financial result in accordance in accordance with the Royal Decree of July 13, 2014, regarding regulated property investments companies, exclusive of the variations in the fair

value of the financial instruments; this result reflects the actual financing costs of the company.. 7 *The average financing cost pertains to the weighted average interest rate on an annual basis for the reporting period, taking account

of the average outstanding debts and hedge instruments during that period. 8 *Hedge ratio: ratio of the debts to fixed and variable interest that is hedged against fluctuations in interest rates by derivative financial instruments.

1.2.2. Lease activity during 2016

2016 saw the following lease activity:

18 February 2016 – Signing of two new lease agreements (BE)

The site in Bornem (Industrielaan 2-24), which has a total area of 14,343 m², is now fully leased. Montea and the Regie der Gebouwen have signed a lease agreement for a term of 9 years. The lease is for 8,760 m² of warehouse space, 590 m² of office space and 37 parking spaces. The Regie der Gebouwen will use the site as a warehouse facility for goods seized. This transaction was brokered by Ceusters NV.

Montea «Space for Growth» - Site Bornem (BE)

The remaining available space of 1,206 m² is leased to Beherman Motors NV (part of the Beherman Group) for a term of 9 years with a first break option after 3 years. Beherman Group (www.behermangroup.com) is the official importer of Mitsubishi for Belgium and Luxembourg and will use the site as workshop and storage space.

These two transactions together represent an annual rental income of approximately € 0.45 million.

04 Marsh 2016 – Long-term lease agreement signed with Roltex Belgium in Erembodegem (BE)

Montea and Roltex Belgium have signed a long-term lease agreement for a fixed term of 9 years at the site in Erembodegem. The lease includes 1,454 m² of warehouse space, 403 m² of office space and 201 m² of mezzanine.

Roltex Belgium already has a location in Erembodegem and was looking for additional space in the same region. Roltex is a producer of trays and other plastic catering/hospitality equipment for professional catering (www.roltex.be).

Montea "Space for Growth" - Erembodegem Site - Unit 8 (BE)

20 July 2016 – Signing of long-term lease agreement with Stylelabs in Vorst (BE)

On 20th July, a lease was signed with Stylelabs for the redevelopment of the old station building at the site in Vorst. The project involves renovating a building of approximately 2,000 m². Stylelabs will lease the building from March 2017, based on a 9 year lease with an initial break option after year 6. The annual rent for the property is € 281,000.

New tenant and 100% occupancy rate at the Erembodegem site (BE)

At the end of October 2016, Kris De Leeneer BVBA and Montea signed a new lease for 3,017 m² of warehousing, 70 m² of office space and a mezzanine area of 429 m². As a result of this transaction, the multi-tenant site is now fully leased. Kris De Leeneer BVBA will lease the unit from January 2017, based on a 9-year lease with an initial break option after year 3. The annual rent for the premises is € 128,826.

08 November 2016 - Montea leases approx. 14,000 m² to Scotch & Soda B.V. - 100% occupancy rate for the site Aalsmeer (NL)

Montea purchased 60,000 m² of land from Greenpark Aalsmeer (Schiphol Area Development Company). This new industrial development is aimed in particular at increasing the provision of logistics services in the vicinity of Amsterdam and Schiphol.

Since acquiring the site, Montea has already developed a large building of 40,000 m², of which 30,000 m² has been leased in advance to Bakkersland. The remaining 10,000 m² of high-quality logistics space has now been leased to Scotch & Soda, an internationally known fashion brand. The new lease has been signed for a term of

9 years (first break option after 5 years) and consists of 8,171 m² of warehousing, 487 m² of office space and a mezzanine area of 1,341 m². Montea will build an additional mezzanine of 4,143 m² at the request of Scotch & Soda.

Scotch & Soda will start operations at the complex during the first quarter of 2017. The site will be used to accommodate the company's logistics activities which have increased due to the worldwide expansion and success of the brand. This new lease means that Montea – exactly as planned – has now fully leased the entire complex of more than 40,000 m².

Industrial Real Estate Partners and DTZ Zadelhoff jointly advised Montea on the lease. The transaction was brokered by Van Gool ♦ Elburg Vastgoedspecialisten B.V on behalf of Scotch & Soda B.V.

EPRA vacancy rate9 * of 1,1% – Average term of leases on first expiry date of 7.7 years

At 31/12/2016 the EPRA vacancy rate amounts to 1,1%.

The overall vacancy is approximately 15,500 m², and relates mainly to the half of the site in Milmort (BE).

Thanks to the new investments with long-term leases and the new leases mentioned above, Montea achieved its goal in 2016 to obtain an average term of leases on first expiry date of more than 7 years. At the end of 2016, the average duration of contracts at first break date is 7.7 years.

1.2.3. Investment activity during 2016

18 February 2016 – Acquisition of a 17,135 m² logistics building in Eindhoven (NL)

Montea has completed the acquisition of a distribution on land of 36,200 m² at Eindhoven - Acht. The building comprises 16,700 m² of warehouse space and 435 m² of offices. Given its good location and the flexible layout of the building in 4 units, this distribution centre is extremely well suited for other tight-knit distribution and e-commerce purposes.

The building is leased with a triple net lease for a fixed term of 15 years. This transaction represents an investment of approximately € 18 million at a net initial yield of 6.6% and is in line with the valuation of the property assessor.

18 February 2016 - Acquisition of 46,000 m² of land for the development of a build-to-suit project in Bornem (BE)

Montea has acquired approximately 4.6 hectares of land from Beherman Invest NV (part of the Beherman Group) in Bornem. The site is strategically located in the "golden triangle" of Brussels/Antwerp/Ghent, in the immediate vicinity of the A12/E17 motorways. The existing building will be demolished and the site will be totally redeveloped. Montea has already begun marketing the land for the development of a build-to-suit

Montea "Space for Growth" – Bornem site – Build-to-suit (BE)

logistics building of +/- 26,000 m². The acquisition was financed with bank debt. This transaction represents an investment value of € 4.6 million.

9 *Estimated rental value of vacant surfaces divided by the estimated rental value of the total portfolio, exlusive of that of projects under construction and/or renovation. Cf. www.epra.com

18 February 2016 – Handover of build-to-suit building for Movianto in Erembodegem (BE)10

In June 2015 Montea began the development of a distribution centre for Movianto at Industriezone Zuid IV in Erembodegem. The state-of-the-art logistics distribution centre of 15,900 m², featuring two GDP-compliant

(2,900 m²) cross-docking spaces (+2+8°C and +15°C+25°C) and attached offices, was handed over on schedule in January 2016. The building is leased for a fixed term of 9 year, with the initial rent approximately € 1 million per year. This acquisition was financed with bank debt. The transaction represents an investment value of € 14 million.

Montea «Space for Growth» - Site Erembodegem, Waterkeringsstraat (BE)

18 February 2016 – Handover of build-to-suit building for CdS in Vorst (BE)11

As part of the redevelopment plan for the site in Vorst, Montea began the development of a second sustainable build-to-suit project for CdS in Vorst in April 2015. The 10,500 m² distribution centre is leased for a fixed term of 15 years, with the initial rent approximately € 0.5 million per year. This acquisition was financed with bank debt. The transaction represents an investment value of € 6.8 million.

Montea "Space for Growth" - Vorst site - CdS (BE)

10 For more information, please see our press release of 26/06/2015 or visit www.montea.com.

11 For more information, please see our press release of 03/04/2015 or visit www.montea.com.

23 Marsh 2016 – Handover of build-to-suit building for Federal Mogul at MG Park De Hulst in Willebroek12

This logistics complex was developed by MG Real Estate on land of approximately 48,000 m². The building comprises 27,100 m² of warehouse space, 800 m² of office space and a mezzanine area of approximately

1,100 m². The building can be extended by 6,800 m² in a second phase. It is owned by Nyssa NV and Robinia One NV.

The parties have signed a long-term lease for a fixed term of 10 years. This acquisition was conducted through the contribution of 100% of the shares in the two companies mentioned above. The contribution in kind was for a mixed payment, namely in cash (14%) and new shares (86%). The transaction represents an investment value of € 20.4 million.

Montea "Space for Growth" - Federal Mogul site at Park De Hulst

28 June 2016 - Delivery of 21,000 m² for DSV Solutions in Ghent (BE) – Building floor space now totals 45,500 m²13

In 2013 Montea acquired a new logistics platform for DSV Solutions, specialised in the handling and preparation of goods for specific customers for national, European and worldwide distribution. This site is strategically located along the Ghent-Terneuzen canal area, in the immediate vicinity of the R4, and provides a connection to important motorways (E34, E17 and E40).

The current 24,500 m² distribution centre has now been expanded by an additional 21,000 m² and comprises an investment value of approximately € 21 million.

"We are convinced of the growing importance of water-related logistics for our economy," said Jo De Wolf, Montea CEO. "We therefore believe that this expansion means absolute added value for our portfolio."

12 For more information, please see our press release of 17/09/2015 or visit www.montea.com.

13 For more information, please see our press release of 28/06/2016 or www.montea.com.

1.2.4. Development activity during 2016

18 february 2016 - Montea develops innovative logistics zone at Blue Gate, Antwerp

The City of Antwerp, ParticipatieMaatschappij Vlaanderen (PMV) and Waterwegen en Zeekanaal (W&Z) have selected Blue O'pen as their partner for the decontamination and redevelopment of Petroleum Zuid in Antwerp (approx. 63 hectares). Blue O'pen is a consortium between DEME and Bopro. For the development of and investment in the logistics zone of approx. 6.5 hectares within Blue Gate, the consortium opted to work exclusively with Montea.

Peter Demuynck, CCO Montea: We are always looking for innovative solutions for the logistics sector. Starting in the second half of 2017 we will be developing this unique location on the edge of the city and by the water to create a CO2-neutral logistics park, with particular focus on innovative logistics trends and urban distribution. When completed, the total development will represent an estimated

investment value of € 26 million.

Montea "Space for Growth" – Artist's Impression Blue Gate, Antwerp

10 June 2016 - Montea develops a new sustainable logistics project for Carglass on multimodal site in Bilzen (BE)14

Montea and Carglass Distribution have signed a partnership agreement for the development and the lease of a new sustainable logistics build-to-suit project of 50,000 m² in Bilzen.

Carglass Distribution, the division responsible for the distribution of all windscreens and accessories in Belgium and 8 Western-European countries, will centralize its activities, currently spread across 4 sites in Belgium, as of 2018 on a new site in Bilzen, at the industrial site Bilzen-Noord. The new site benefits from an ideal geographical localisation, at the centre of Europe.

This decision should enable more efficient activities, better and faster service to customers and a further activity development in the future. International real estate investor Montea will develop and finance the entire project with a potential of over 50,000m².

Montea «Space for Growth» - Artist Impression site Carglass, Bilzen (BE)

14 For more information, please see our press release of 10/06/2016 or www.montea.com.

For over 20 years Carglass Distribution is active in Belgium, the last couple of years at 4 different locations in Hasselt and Genk. Currently, 1.2M windscreens and 1.7M accessories are, on an annual basis, delivered from these locations to all Belgan Carglass Service Centers, but also to all subsidiaries in Germany, the Netherlands, Luxembourg, Denmark, Switzerland, Norway, Sweden and Greece.

These logistics and distribution activities are crucial to the entire company strategy. An efficient, fast and performing delivery of windscreens is the basis for a unique client service model, representing the Carglass brand. Montea will develop and finance the entire project of 50,000 m². The total development will represent an estimated investment value of € 25 million.

14 June 2016 – MONTEA and Built to Build Planontwikkeling (BTB) develop a new building for NSK EUROPEAN DISTRIBUTION CENTRE in Tilburg – Vossenberg (NL) 15

Montea and Built to Build signed a lease agreement with NSK European Distribution Centre. The partners will develop a new build-to-suit distribution centre comprising approximately 17,300 m² of warehousing, 1,900 m² of offices and mezzanine of 1,900 m² at the Vossenberg West logistics zone in Tilburg

Montea «Space for Growth» - Artist Impression site NSK European Distribution Centre, Tilburg (NL)

NSK is one of the world's leading producers of bearings, linear bearings and guidance systems. For the past 15 years NSK has been operating at the Kraaiven industrial zone in Tilburg. In view of the steady growth in the company's business, it was decided to search for a larger location within the logistics hotspot of Tilburg. The new EDC will be constructed in conjunction with Montea and Built to Build (BTB) at Industrieterrein Vossenberg. On handover, NSK will lease the building for a minimum period of 10 years.

BTB will again be working with Bouwbedrijf Van der Heijden on this project. On handover of the building, Montea will acquire the development, subject to the usual conditional terms, for an estimate investment value of € 15.4 million, representing an initial yield of 6.50%.

Construction works will begin once the environmental permit has been issued and the new build-to-suit project is expected to be operational by the third quarter of 2017.

15 For more information, please see our press release of 14/06/2016 or www.montea.com.

28 June 2016 - Custom development of a ca. 12,400 m² logistics building for Edialux (Pelsis Group) in Bornem (BE) 16

Headquartered in the UK, the Pelsis Group is the leader in ecological solutions for crop protection and pest control in Europe. The group employs some 270 workers in 10 sites worldwide.

Montea «Space for Growth» - nieuw logistiek gebouw voor Edialux (Groep Pelsis) te Bornem (BE)

In Belgium, Pelsis operates under the name of Edialux, which is also a market leading brand in the Belgian retail sector. Pelsis was in search of a state-of-the-art distribution centre in order to provide even better logistical service to its customers at home and abroad. Montea will undertake a build-to-suit project for that purpose in exchange for a 15-year lease contract. The contract will comprise ca. 11,400 m² operational space and 960 m² offices and will employ ca. 70 people.

The construction works for this project are expected to commence in the course of 2018. The investment will amount to ca. € 11 million and represent a yield of 6.65%. Edialux was guided and supported by Ceusters Immobiliën in this transaction.

28 June 2016 - Development of new state-of-the-art air cargo building (ca. 5,000 m²) for SACO Groupair at Brucargo (BE) 17

SACO Groupair, a well-known neutral forwarder headquartered in Hamburg and active for years at Brucargo (www.sacogroupair.com), has signed a cooperation agreement with Montea for the construction and rental of a new state-of-the-art air cargo building plus offices at Brucargo. This development will be implemented in cooperation with the Cordeel group.

Montea «Space for Growth» - Nieuw luchtvrachtgebouw voor SACO Groupair - Brucargo (BE)

16 For more information, please see our press release of 28/06/2016 or www.montea.com.

17 For more information, please see our press release of 28/06/2016 or www.montea.com.

The complex will consist of ca 4,200 m² storage space and ca. 800 m² office space. The site will employ some 35 people in all and enable the group to register accelerated growth.

SACO Groupair has signed a rental agreement for a fixed term of nine years. Montea will acquire this property in Q2 2017 on the basis of an initial yield of ca.7.8%, i.e. an investment value of € 3.6 million.

07 July 2016 - The municipality Oss and Montea conclude an agreement for the future development of a logistics plot at Vorstengrafdonk (NL)18

On Wednesday 29 June the alderman Frank den Brok has concluded with Hylcke Okkinga, director of Montea Nederland, an agreement for a plot of 5 ha at Vorstengrafdonk. At this plot, Montea – after letting - will develop a tailor-made distribution center. Montea Nederland will develop this project together with construction company van der Maazen.

Montea «Space for Growth» - Artist impression distribution centre Vorstengrafdonk - Oss (NL)

Montea Nederland and construction company Van der Maazen develop a building plan at the parcel, they check the plan with the municipality as to the desired image quality and the possibility to obtain an environmental permit. The construction plan meets the latest requirements of the logistics sector and is ready for the end-user. The building can consequently be developed in a very short period of time.

Meanwhile, the commercialization process was started. Montea and van der Maazen are granted a purchase option on the plot, they will search for users and will consequently develop a tailor-made distribution center.

15 September 2016 – Montea develops a new built-to-suit cross-dock centrum of approximately 8,000 m² for Mainfreight in Genk (BE)19

Mainfreight (Wim Bosman Group) and Montea have signed a collaborative agreement (subject to the usual conditions precedent) for the development of a new built-to-suit cross-dock centre consisting of approximately 8,000 m² of warehousing and approximately 800 m² of office space at Genk-Zuid. Mainfreight has signed a lease with a fixed term of 9 years.

18 For more information, please see our press release of 07/07/2016 or www.montea.com.

19 For more information, please see our press release of 15/09/2016 or www.montea.com.

The Wim Bosman Group (the European part of the worldwide Mainfreight network) is a 3PL+ service-provider with a strong network for customer-specific and preferably integrated warehousing, transport and distribution solutions with offices in the Netherlands, Belgium, France, Poland, Romania and Russia. Mainfreight is a worldwide logistics service-provider with locations in Australia, New Zealand, Asia, America and Europe (www.mainfreight.com).

Montea's investment in this built-to-suit project is approximately € 7.3 million and will generate an initial yield of 7.3% from Q2 2017. Around 150 people will be employed at this new location.

Montea "Space for Growth" – Artist's impression Mainfreight cross-dock centre - Genk (BE)

24th October 2016 – The municipality of Tholen and Montea signed a covenant for the future development of the "Welgelegen" business park (NL)20

On 24th October 2016, alderman Frank Hommel and Hylcke Okkinga, director Montea Netherlands, signed a covenant for 100,000 m² of land at the "Welgelegen" business park in Tholen. Once it is leased, Montea will construct a built-to-suit distribution centre. Montea will implement this project with Sprangers Bouwbedrijf as main contractor.

The municipality, Montea, Rewin and Invest in Zeeland will together handle the marketing of the land. Montea has a purchase option on the land and will develop a construction plan on the land. After examining the require image quality and obtaining an environmental permit, Montea will seek a user for the distribution centre and be responsible for its development with Sprangers Bouwbedrijf.

1.2.5. Divestment activity during 2016

The following divestments were implemented during 2016:

18 July 2016 – Montea sells site in Herentals to Kemin Europe NV (BE)

June 30 Kemin Europe NV exercised its purchase option for an amount of € 6.1 million. The actual sale took place on July 18, 2016. The site comprises ca 20,253 m² of land, 11,068 m² of warehouses, 1,782 m² of offices and 1,800 m² of mezzanine.

20 For more information, please see our press release of 24/10/2016 or www.montea.com.

29 December 2016 – Sale of 3 assets in France for € 60.4 million to Patrizia Logistik Invest Europa I21

At January 1st, 2017 Montea announced the sale of 3 assets from its existing portfolio in France. The total net selling value amounts to € 60,394,000.

It concerns the following buildings:

St-Cyr-en-Val (FR)

Logistics building Total floor space of ca 75.000 m² Let to FM Logistics

Tilloy-lez-Cambrai (FR)

Logistics building Total floor space of ca 11.000 m² Let to C-Log

Savigny-le-Temple (FR)

Logistics building Total floor space of ca 16.000 m² Let to Le Piston Français

The portfolio generates an annual rent income of € 4.4 million, and is sold at an average initial yield of 6.88%. The average term of the portfolio on the first due date amounts to 3.6 years.

The sale of the building in St Cyr en Val and the building in Tilloy-lez-Cambrai was closed on 29 December 2016. The sale of the building in Savigny-le-Temple will be closed at the latest on 31 December 2017, after a number of alteration works for the current tenant, at the latest on March 31, 2017.

The net selling price of the 3 buildings amounts to € 60.4 million, compared with a book value of € 51.1 million. "The capital gains constitute proof, in our view, of the prudent and conservative valuation of Montea's property portfolio in view of the great interest in qualitative logistics real estate on the market", says Els Vervaecke, CFO Montea. "The revenues from the sale will be used in 2017 to acquire a number of new projects in the development phase and to finance a number of our own developments. The full selling value is expected to be reinvested by the end of the second quarter of 2017.

21 For more information, please see our press release of 10/01/2017 or www.montea.com.

This operation will therefore have a temporary impact on the results, but Montea still aspires to have the net current result grow by 5% a year. In addition, this sale improves the average term of the leases in the portfolio from 6.8 to 7.2 years and reduces the debt ratio of 55.4% to 50.5%".

1.2.6. Further strengthening and diversification of the financing structure

23 March 2016 – Issue of 447,231 new shares as compensation for contribution in kind22

In its press release of 17 September 2015, Montea announced a partnership agreement with MG Real Estate (De Paepe Group) to develop a logistics complex for Federal Mogul at MG Park De Hulst in Willebroek. This project is to be developed on ca. 48,000 m² of land, and will consist of 27,100 m² of storage floor space, 800 m² of office floor space and a mezzanine of 1,100 m²23. It is the property of the real estate companies Nyssa NV and Robinia One NV.

Through the contribution in kind of all (100% of) the shares of these two aforementioned companies, Montea has acquired the aforementioned land and logistics building.

The contribution in kind was carried out against mixed compensation, namely compensation in cash, and compensation in new Montea shares.

The new Montea shares were issued as a result of an increase of capital in line with the authorised capital,24 by a decision of the Statutory Manager of Montea on 23 March 2016. The transaction led to a reinforcement of the equity capital of €16,212,123.75, of which an amount of €9,114,605 was allocated to the capital and an amount of €7,097,518.75 to issue premiums.

22 For more information, cf. the press release of 23 March 2016 or go to www.montea.com.

23 For more information, cf. the press release of 17 September 2016 or go to www.montea.com.

24 Through the contribution of all (100% of) the shares of Nyssa NV and Robinia One NV in Montea.

Issue price, trading and profit participation of new shares

The contributor was compensated with 447,231 new Montea shares for a total amount of € 16,212,123.75, and also with compensation in cash of €2,600,000. The 447,231 new Montea shares were ordinary shares, and have the same rights as the existing shares. They will share in the results of the complete financial year 2016.

In this way, the portfolio grows through a healthy combination of different financial sources and the debt burden is kept under control.

10 June 2016 – Realisation of the optional dividend25

To support the further growth of Montea, the statutory manager has offered shareholders an optional dividend. 76.33% of coupon no. 15 (which represents the dividend for financial year 2015) was surrendered for new shares.

In this way, 292,952 new shares were issued on 10 June 2016, for a total issue sum of €10,419,013.65 (€5,970,386.14 in capital and €4,448,627.51 in issue premium) in line with the authorised capital.

As a result, as of 10 June 2016, the share capital of Montea is represented by 9,951,884 shares. The dividend rights that were not contributed, were paid out in cash. The net total paid out amounted to €3,231,860.

Further optimisation of the debt structure

The sale of two buildings in France for € 51.2 million provides further financing of growth. The debt ratio fell from 55.8% at end 2015 to 51.6% on December 31, 2016.

In 2016, Montea has settled a contract for interest rate hedging of the IRS type (Interest Rate Swap) and closed subsequently a new hedge against current market conditions. This settlement will have a positive impact on the average funding cost for years to come.

Furthermore, Montea has took advantage of the low interest rates during 2016 in order to conclude new hedging instruments for a total notional amount of € 87.5 million through interest rate swaps with an average maturity of 8.5 years at an average rate of 0.6%. Due to this additional hedges and the reduction in debt because of the sale of two buildings in France, the hedge ratio amounted to 111% at 31 December 2016. This surplus cover is a direct consequence of the fact that the new hedges have been entered on December 31, 2016. At that time a part of the debt has already been repaid while the planned investments will be realised later in Q1 2017. This surplus cover is only temporary, the investments in Q1 2017 will decrease the hedging ratio below 100%. Montea expects that the investments of 2017 will decrease the hedge ratio to 85% by year end if no new hedging instruments are contracted.

25 For more information, cf. the press release of 10 June 2016 or go to www.montea.com.

1.2.7. Proposal to pay out a gross dividend of € 2.11 per share

On the basis of the EPRA earnings of € 24.01 million, the board of directors of the statutory management company of Montea will propose paying out a gross dividend of € 2.11 per share (€ 1.47 net per share), which entails a payout ratio26 of 87% with regard to the EPRA earnings. This means an increase of the gross dividend per share of 4% compared with 2015 (€ 2.03 gross per share), in spite of the increase in the number of shares entitled to dividends (from 9,211,701 to 9,951,884 shares) as a result of the contribution in kind and the optional dividend in 2016.

KEY RATIO'S 31/12/2016 31/12/2015
Key ratio's (€)
EPRA-profit per share (1) 2,47 2,34
Result on the portfolio per share (1) 1,33 0,27
Variations in the fair value of financial instruments per share (1) -0,06 0,05
Net result (IFRS) per share (1) 3,74 2,66
EPRA-profit per share (2) 2,41 2,29
Proposed distribution
Payment percentage (compared with EPRA earnings) (3) 87% 89%
Gross dividend per share 2,09 2,03
Net dividend per share 1,46 1,48
Weighted average number of shares 9.722.190 9.012.751
Number of shares outstanding at period end 9.951.884 9.211.701

(1) Calculation on the basis of the weighted average number of shares.

(2) Calculation on the basis of the number of shares entitled to dividends.

(3) The payout ratio is calculated in absolute figures on the basis of the consolidated result. The dividend is actually paid out on the basis of the statutory result of Montea Commm. VA.

1.2.8. Other events during 2016

01 March 2016 – Appointment of Els Vervaecke as Chief Financial Officer

On 1 March 2016, Els Vervaecke was appointed as the new CFO. The change in the management board in no way alters the objectives and strategic course of Montea.

Els Vervaecke used to work at EY as senior auditor. In the beginning of 2010, she started at Pylos (property developer) as Finance Manager for the Pylos Group, and became CFO for Pylos Benelux in 2014.

26 The payout ratio of 87% was calculated on the basis of the EPRA earnings and not on the basis of the earnings available for payout.

1.3. Value and composition of the property portfolio at 31/12/2016

The total property assets of Montea amount to € 552 million, consisting of the valuation of the property portfolio for buildings inclusive buildings held for sale (€ 532 million), the fair value of the current developments (€ 10 million) and the fair value of the solar panels (€ 10 million).

Total
31/12/2016
Belgium France The Netherlands Total
31/12/2015
Real estate portfolio - Buildings (0)
Number of sites 47 23 14 10 45
Warehouse space (sqm) 715.310 394.625 132.452 188.233 682.503
Office space (sqm) 67.668 36.794 13.671 17.203 66.506
Total space (sqm) 782.978 431.419 146.123 205.436 749.009
Development potential (sqm) 230.344 136.385 75.904 18.055 119.569
Fair value (K EUR) 532.063 268.364 94.418 169.282 480.721
Investment value (K EUR) 558.167 275.857 101.180 181.131 503.980
Annual contractual rents (K EUR) 38.929 19.850 7.515 11.565 36.448
Gross yield (%) 7,32% 7,40% 7,96% 6,83% 7,58%
Gross yield on 100% occupancy (%) 7,43% 7,63% 7,96% 6,83% 7,82%
Un-let property (m²) (1) 15.274 15.274 0 0 26.719
Rental value of un-let property (K EUR) (2) 619 619 0 0 1.150
EPRA Vacancy rate 1,1% 2,2% 0,0% 0,0% 3,3%
Real estate portfolio - Solar panels (3)
Fair value (K EUR) 9.978 9.978 0 0 10.369
Real estate portfolio - Developments (4)
Fair value (K EUR) 10.281 0 3.045 7.235 25.640

(0) Inclusive of the building held for sale.

(1) Exclusive of the site in Willebroek for which Montea received severance compensation from Neovia Logistics in 2016.

(2) Exclusive of the estimated rental value of projects under construction and/or renovation.

(3) The fair value of the investment in solar panels is entered under heading "D" of the fixed assets in the balance sheet.

(4) The fair value of the project developments is entered in heading "C" of the fixed assets in the balance sheet.

Increase in the fair value of the property portfolio for buildings by € 51 million to € 552 million, mainly due to:

  • − Belgium: Increase of € 43 million, consisting mainly of:
  • o The delivery of built-to-suit projects in Vorst (let to CDS) and in Erembodegem (let to Movianto) and delivery of the extension project in Ghent (let to DSV)
  • o The acquisition of the site in Willebroek De Hulst (let to Federal Mogul)
  • o The acquisition of 46,000 m² of land for the development of a build-to-suit project in Bornem
  • o Divestment of the site in Herentals
  • − France: Drop of € 40 million mainly due to:
  • o Divestment of the property in St-Cyr-en-Val and the property in Tilloy-lez-Cambrai
  • − The Netherlands: Increase of € 48 million consisting mainly of:
  • o The acquisition of the site in Eindhoven, de Keten (let to Jan De Rijk)
  • o The delivery of the development project in Aalsmeer (let to Bakkersland)
  • The total surface area of the property portfolio for buildings amounts to 782,978 m², spread over 23 sites in Belgium, 14 in France and 10 in the Netherlands.
  • Montea also has a total land bank of 230,344 m² of development potential on existing sites.
  • Based on the valuation of an independent property expert, the fair value of the property portfolio at constant composition (not taking account of the new investments described above) grew by € 8.7 million (2.04% of the total fair value of the property portfolio in the beginning of the financial year) and is chiefly due to a drop in the return on investment for some properties.
  • The gross return in real estate27 on the total property investments in buildings amounts to 7.5% on the basis of a fully rented portfolio, compared with 7.8% on 31/12/2015. The gross return, taking account of the current vacancy rate, is 7.3%.
  • The contractual annual rental income (exclusive of rent guarantees) amounts to € 38.9 million, up 7% compared with 31/12/2015, mainly attributable to the growth of the property portfolio.
  • The EPRA vacancy rate amounts to 1.1%. The vacancy rate consists mainly of the site in Milmort (BE).
  • Fair value of current developments of € 10.3 million

Montea has current developments worth € 10.3 million consisting of the development for Scotch & Soda in Aalsmeer (Netherlands) and the development land in Camphin-en-Carembault near Lille (France).

Fair value of the solar panels of € 9.98 million

The fair value of the solar panels pertains to eight solar panel projects: one in Brussels (Vorst), two in Wallonia (Heppignies and Milmort) and five in Flanders (Bornem, Herentals, Grimbergen, Puurs and Ghent).

27 Gross return on investment in real estate if 100% rented is calculated as current rental income of rented properties plus market rent of the vacant floor space, together, with regard to the fair value of the property portfolio.

1.4. Summary of the abbreviated consolidated financial statements for the 2016 financial year

1.4.1. Condensed consolidated (analytical) income statement for financial year 2016

ABBREVIATED CONSOLIDATED
PROFIT & LOSS ACCOUNT (K EUR)
Analytical
31/12/2016
12 months
31/12/2015
12 months
CONSOLIDATED RESULTS
NET RENTAL RESULT
PROPERTY RESULT
% compared to net rental result
TOTAL PROPERTY CHARGES
OPERATING PROPERTY RESULT
General corporate expenses
Other operating income and expenses
OPERATING RESULT BEFORE THE PORTFOLIO RESULT
% compared to net rental result
FINANCIAL RESULT excl. Variations in fair value of the hedging instruments
EPRA RESULT FOR TAXES
Taxes
40.518
41.258
101,8%
-1.043
40.215
-3.769
-142
36.304
89,6%
-11.780
24.524
-506
34.290
34.864
101,7%
-1.332
33.532
-4.037
-58
29.437
85,8%
-8.016
21.421
-324
EPRA Earnings 24.018 21.097
per share 2,47 2,34
Result on disposals of investment properties 8.131 5
Result on disposals of other non-financial assets 0 0
Changes in fair value of investment properties 4.788 2.470
Other portfolio result 0 0
PORTFOLIO RESULT 12.919 2.475
Changes in fair value of financial assets and liabilities -616 438
RESULT IN FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES -616 438
NET RESULT 36.321 24.010
per share 3,74 2,66

1.4.2. Notes on the condensed consolidated (analytical) income statement for financial year 2016

The net rental income amounts to € 40.5 million, up by 18% from the previous year – The operating result before the result on the property portfolio amounts to € 36.3 million, an increase of 23%

  • The net rental income amounts to € 40.5 million, for an increase of 18% compared with the same period last year (€ 34.3 million). This increase of € 6.2 million can be attributed entirely to the increase in rental income determined mainly by:
  • − The full year impact of the rental income from investments in 2015:

    • Acquisition of project in 's Heerenberg (let to JCL Logistics) (NL)
    • Acquisition of project in Apeldoorn (let to HSL) (NL)
    • Acquisition of project in Tilburg (let to Groep Verstijen) (NL)
    • Acquisition of project in Lyon (let to Cofriset) (FR)
  • − The rental income from the new investments during 2016:

  • Built-to-suit project in Vorst (let to CDS) (BE)
  • Built-to-suit project in Erembodegem (let to Movianto) (BE)
  • Delivery of extension project in Ghent (let to DSV) (BE)
  • Acquisition of project in Willebroek (let to Federal Mogul) (BE)
  • Acquisition of project in Eindhoven (let to Jan De Rijk) (NL)
  • Delivery of project in Aalsmeer (let to Bakkersland) (NL)

The once-off income of € 2.3 million from the termination of the lease with Neovia Logistics was received in Q1 2016 (€ 1 million of which is considered equal to the rental fee of 2016 as rental income on a recurrent basis).

The sale of the building in St-Cyr-en-Val (FR) and the building in Tilloy-lez-Cambrai (FR) took place on 29 December 2016, and as such it had no impact on the net rental income of 2016.

  • The operating result before the result on the property portfolio rose from € 29.4 million in 2015 to € 36.3 million in 2016. This growth of € 6.9 million is mainly due to:
  • − The increase of the net rental income of € 6.2 million (cf. supra);
  • − The positive impact of € 0.2 million on the recovery of rental charges "and other rent-related income" as a result of more limited non-recharging of a number of costs (due to the higher average occupancy rate);
  • − The drop in property charges and general expenses of the company of € 0.5 million due to a drop in the marketing and communication, HR and legal advice costs.
  • The operating margin28* amounts to 89.6% for the entire year 2016, compared with 85.8% for 2015.
  • Financial result exclusive of variations in the fair value of the financial instruments amounts to € 11.8 million compared with € 0.8 million the previous year

The financial result exclusive of variations in the fair value of the financial instruments amounts to € 11.8 million, up by 47% from the same period the previous year. The average debt burden rose by € 63.6 million (24%). Conversely, there was a drop in the average financing cost to 3.0%29* for financial year 2016.

The rise of the financial result exclusive of variations in the fair value of the financial instruments is chiefly due to the settlement of an Interest Rate Swap (IRS) contract in 2016 for € 2.1 million and the concluding of a new swap at current market conditions which will have a positive impact on the average financing cost in the future. Furthermore, the increase is due to the increase in the average outstanding debts. The extra interest rate swaps for € 87.5 were taken out on 30 December so they had no impact on the financial costs.

28* The operating margin is obtained by dividing the operating result before the result on the property portfolio by the net rental income. 29* The financial cost is an average over the entire year, inclusive of the leasing payables in France, Belgium and the Netherlands, and was

calculated on the basis of the total financial costs regarding the average of the opening balance and closing balance of the financial debt burden for 2016, without taking account of the valuation of hedge instruments.

On 31/12/2016, Montea had a total bank debt (bilateral lines of credit) of € 185.1 million with 6 financial institutions. The financial debts at fixed and variable interest rate were hedged on 31 December 2016 for 111% by IRS contracts. This overhedging is a direct consequence of the fact that the new swaps were concluded already on 31 December 2016 at a time when a part of the debts had already been settled, while the planned investments will be carried out later in Q1 2017. This overhedging is only temporary. The investments in Q1 2017 are to bring the hedging ratio below 100%. Montea expects that the investments of 2017 will bring the hedge ratio to 85% again by the year's end if no new hedge instruments are concluded.

The result on the property portfolio30 amounts to € 12.9 million

The result on the property portfolio amounts to € 12.9 million on 31/12/2016. This exceptional positive result is mainly due to the sale of the two buildings in France (St-Cyr-en-Val and Tilloy-lez-Cambrai) with a positive impact of € 8.1 million on the result from the sale of property investments, proof of the very prudent and conservative valuation of the property portfolio of Montea with regard to the great interest in the property market for quality logistics real estate. Furthermore, the result is due to a net positive variation in the fair value of the property portfolio as a result of a drop in the return on investment.

In the valuation of the solar panels, the capital gains are entered under a separate component of the equity capital. Capital losses are also entered under this component, unless they are realised or unless the fair value drops below the original investment cost.

The negative variations in the fair value of the financial instruments amount to € 0.6 million

The negative variations in the fair value of financial instruments arises out of the negative impact of the fair value of the existing interest hedging partially offset by the positive impact of the new IRS instruments taken out at the end of 2016 as a result of the renewed expectations of rising long-term interest rates.

Net result (IFRS) amounts to € 36.3 million, i.e. an increase of € 12.3 million from the previous year, strongly impacted by the positive result on the property portfolio

The EPRA earnings together with the result on the portfolio and the variations in the fair value of financial instruments, led to net earnings (IFRS) of € 36.3 million in 2016 compared with € 24.01 million in 2015. The net earnings (IFRS) per share amount to € 3.74 per share compared with € 2,66 per share in 2015. The result on the property portfolio and variations in the fair value of financial instruments are not cash items and have no impact on the EPRA earnings.

EPRA result of € 2.47 per share

The EPRA result on 31/12/2016 amount to € 24.0 million, an increase of 14% with respect to the same period last year.

On the basis of the distributable result, Montea will propose a gross dividend of € 2.11 per share to the general meeting of shareholders. This means an increase of the gross dividend per share of 4% compared with 2015, in spite of the dilution owing to the optional dividend and the increase of capital (by contribution in kind) carried out in 2015.

30 *Result on the property portfolio: this concerns the negative and/or positive variations in the fair value of the property portfolio plus any capital gains or losses from the construction of real estate.

1.4.3. Condensed consolidated balance sheet for financial year 2016

CONSOLIDATED
BALANCE SHEET (EUR)
31/12/2016
Conso
31/12/2015
Conso
NON-CURRENT ASSETS 545.461.627 517.685.997
CURRENT ASSETS 49.297.472 31.999.167
TOTAL ASSETS 594.759.099 549.685.164
SHAREHOLDERS' EQUITY 251.964.960 208.256.437
Shareholders' equity attributable to shareholders of the parent company 251.846.477 208.156.528
Minority interests 118.483 99.909
LIABILITIES 342.794.139 341.428.727
Non-current liabilities 310.381.242 291.353.554
Current liabilities 32.412.897 50.075.173
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 594.759.099 549.685.164

1.4.4. Notes on the consolidated balance sheet for financial year 2016

  • On 31/12/2016, the total assets (€ 594.8 million) consist primarily of investment properties (88% of the total), assets intended for sale (1% of the total), solar panels (2% of the total), and developments (2% of the total). The remaining amount of the assets (7% of the total) consists of the other tangible and financial fixed assets, including assets intended for proprietary use, assets intended for sale and current assets, including cash investments, trade and tax receivables.
  • The total liabilities consist of the equity capital of € 252 million and a total debt of € 342.8 million.

This total debt consists of:

  • A total amount of € 185.1 million in lines of credit at 6 financial institutions. Montea has € 235 million in lines of credit taken out and an unused capacity of € 49.9 million as a result of the settlement at the end of 2016 in connection with the sale of the 2 buildings in France. The lines of credit to be refinanced in 2017 were partially extended in December 2016. There remains a line of credit of € 10 million to be refinanced in 2017
  • A total amount of € 109.2 million with regard to the four debenture loans that Montea concluded in 2013, 2014, and 2015
  • A total lease debt of € 0.8 million for the further financing of the site in Milmort
  • The negative value of the ongoing hedging instrument to the tune of € 24.8 million
  • Other debts and deferred charges for an amount of € 21.8 million. The deferred charges comprise in large measure the rent already invoiced in advance for the subsequent quarter.

On 31/12/2016 the EPRA NAV31\* amounts to € 27.80 per share compared with € 25.22 per share at 31/12/2015. On 31/12/2016 the EPRA NNNAV per share amounts to € 25.31 per share compared with € 22.60 per share at 31/12/2015.

The debt ratio32 of Montea amounts to 51.65%. The drop in the debt ratio compared to 31/12/2015 (55.77%) and 30/06/2016 (56.22%) is a result of the sale of the French sites in St.-Cyr-en-Val and Cambrai. Enhanced impacts on the debt ratio are primarily the ongoing developments which are financed with bank debts.

Montea meets all debt ratio covenants it has concluded with its financial institutions on the grounds whereof Montea may not have a debt ratio that exceeds 60%.

Article 24 of the Royal Decree of 13 July 2014

If the consolidated debt ratio of the public Regulated Real Estate Company (RREC) and its subsidiaries is more than 50% of the consolidated assets, after deducting the authorised financial hedge instruments, the public RREC draws up a financial plan with an implementation schedule, where it gives a description of the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of the consolidated assets.

A special report is drawn up on the financial plan by the auditor, confirming that the latter has verified the drafting of the plan, particularly as regards the economic premises thereof, and that the figures contained in that plan correspond with the accounts of the public RREC. The financial plan and the auditor's special report are submitted to the FSMA for information.

The general guidelines of the financial plan are entered in detail in the annual and semi-annual financial reports, which contain a description and justification of (a) how the financial plan was carried out in the course of the relevant period, and (b) how the RREC will carry out the plan in the future.

Development of the debt ratio at Montea

The consolidated debt ratio amounted to 51.65% on 31 December 2016. In historical terms, the debt ratio has been over 50% since 2008, reaching the highest level of 57.62% in mid-2010. An increase of capital was carried out on 2 July 2010 as a result of which the debt ratio dropped below 50%.

The debt ratio then climbed to 55.29% in September 2012. An increase of capital of €21.1 million was carried out on 20 December 2012 to finance the project for DHL Global Forwarding on Brucargo, thereby bringing the debt ratio down again to 50.80% in the first quarter of 2013.

Owing also to the dividend distribution, the acquisition of the shares of Evenstuk NV (for the property let to DSV Solutions) and the acquisition of the shares of Acer Parc NV (for the build-to-suit property let to St. Jude Medical), the debt ratio rose again to 52.82% on 31/12/2013.

31 *EPRA NAV: the EPRA NAV isthe NAV, adjusted to include real estate and other investments at fair value includes and excludes certain items that will probably not be applied for a business model with long-term investment. Cfr: www.epra.com. EPRA NAV per share: the EPRA NAV per share is the EPRA NAV based on the number of shares outstanding at the balance date. Cfr: www.epra.com.

32 Calculated according to the Royal Decree of 13 July 2014 with regard to regulated real estate companies.

An increase of capital was carried out in the first half of 2014 to anticipate the planned acquisitions and investments in the second half of 2014. These concern redevelopments at the sites of Grimbergen and Vorst, 3 build-to-suit projects in Belgium (2 on De Hulst in Willebroek and 1 on Brucargo) and 1 build-tosuit project in the Netherlands (Oss) and 2 sale-and-lease back transactions (Beuningen and Waddinxveen).

In the first half of 2015 it was decided to proceed to a contribution in kind (for the acquisition of Apeldoorn) and to an optional dividend to bring the debt ratio down in mid-2015 after the acquisitions of 's Heerenberg (NL) and Cofriset (FR) and the finalisation of the build-to-suit project in Heerlen (NL).

In the second half of 2015, the property in Tilburg was acquired (let to the Verstijnen group, and financed fully with debt). Furthermore, a number of build-to-suit projects were initiated (Movianto in Erembodegem, CDS in Vorst and Bakkersland in Schiphol) where the ongoing works are financed fully with debt. As a result of these operations, the debt ratio stood at 55.77% on 31/12/2015.

The build-to-suit projects Movianto in Erembodegem, CdS in Vorst, and Bakkersland in Aalsmeer were delivered in 2016. The works of these 3 projects were financed with debt. Furthermore, the acquisition of the project in Eindhoven (Jan de Rijk) and the acquisition of the land in Bornem (Bornem Vastgoed) were likewise financed with debt. To keep the debt ratio within limits, the project in Willebroek (Federal Mogul) was acquired in March 2016 by contribution in kind and an optional dividend was successfully paid out in June. In December 2016, the sale of St.-Cyr-En-Val and Cambrai went through, as a result of which the debt ratio was brought down again to 51.65% on 31/12/2016.

The debt ratio has at no time reached alarming levels, not even during the periods of financial crisis which erupted as of the end of 2008.

Future investment potential

On the basis of this current debt ratio, the investment potential would amount to ca. € 226 million33 without exceeding the maximum debt ratio of 65%.

in euro 31/12/2016 Investment potential Balance sheet after
investment potential
Investment properties 535.136.085 226.000.000 761.136.085
Other assets 59.623.014 59.623.014
TOTAL ASSETS 594.759.099 226.000.000 820.759.099
Own capital 251.964.960 - 251.964.960
Liabilities 342.794.139 226.000.000 568.794.139
Non-current liabilities 310.381.242 226.000.000 536.381.242
Provisions - -
Other non-current financial liabilities 24.804.255 24.804.255
Deferred taxes - liabilities - -
Other non-current liabilities 285.576.988 226.000.000 511.576.988
Current liabilities 32.412.897 - 32.412.897
Provisions - -
Other current financial liabilities - -
Accruals 10.825.545 10.825.545
Other current liabilities 21.587.351 21.587.351
TOTAL LIABILITIES 594.759.099 226.000.000 820.759.099
Debt ratio 51,6% 65,0%

33 This calculation does not take account of the EPRA earnings for the future periods, the variations in the fair value of the property investments, nor any variations in the deferred charges, provisions for risks and deferred taxes of the liabilities.

Montea has concluded covenants with a number of banking institutions under the terms of which the debt ratio may not exceed 60%. Consequently, on the basis of the same calculation, the investment potential amounts to ca. € 124 million.

Balance sheet after
in euro 31/12/2016 Investment potential investment potential
Investment properties 535.136.085 124.000.000 659.136.085
Other assets 59.623.014 59.623.014
TOTAL ASSETS 594.759.099 124.000.000 718.759.099
Own capital 251.964.960 - 251.964.960
Liabilities 342.794.139 124.000.000 466.794.139
Non-current liabilities 310.381.242 124.000.000 434.381.242
Provisions - -
Other non-current financial liabilities 24.804.255 24.804.255
Deferred taxes - liabilities - -
Other non-current liabilities 285.576.988 124.000.000 409.576.988
Current liabilities 32.412.897 - 32.412.897
Provisions - -
Other current financial liabilities - -
Accruals 10.825.545 10.825.545
Other current liabilities 21.587.351 21.587.351
TOTAL LIABILITIES 594.759.099 124.000.000 718.759.099
Debt ratio 51,6% 60,0%

The variations in the fair value of the property portfolio can also have a significant impact on the debt ratio. On the basis of the equity capital, the maximum admissible debt ratio of 65% would be excluded only in the event of a negative variation in the fair value of the property investments of more than € 122 million. This corresponds to a drop of 21% in the existing portfolio.

Balance sheet after
in euro 31/12/2016 Investment potential investment potential
Investment properties 535.136.085 -
122.000.000
413.136.085
Other assets 59.623.014 59.623.014
TOTAL ASSETS 594.759.099 -
122.000.000
472.759.099
Own capital 251.964.960 -
122.000.000
129.964.960
Liabilities 342.794.139 342.794.139
Non-current liabilities 310.381.242 - 310.381.242
Provisions - -
Other non-current financial liabilities 24.804.255 24.804.255
Deferred taxes - liabilities - -
Other non-current liabilities 285.576.988 285.576.988
Current liabilities 32.412.897 - 32.412.897
Provisions - -
Other current financial liabilities - -
Accruals 10.825.545 10.825.545
Other current liabilities 21.587.351 21.587.351
TOTAL LIABILITIES 594.759.099 -
122.000.000
472.759.099
Debt ratio 51,6% 65,0%

On the basis of the current state and valuation of the portfolio by an independent expert, Montea sees no substantial possible negative variations in the fair value. Montea is therefore of opinion that the current debt ratio of 51.65% provides a sufficient buffer to deal with possible further negative variations in the existing portfolio.

The debt ratio has at no time reached alarming levels, not even during the periods of financial crisis which erupted as of the end of 2008.

Conclusion

Montea deems that the debt ratio will not rise above 65% and that no additional measures need to be taken on the basis of the planned changes in the composition of the real estate portfolio and the expected development of the equity capital.

Montea's goal remains to continue its financing with a debt ratio of ca. 55% and will see to it that said ratio will never exceed 60% (as contained in the bank covenants).

The debt ratio of 55% is perfectly justified given the nature of the real estate in which Montea invests, i.e. logistics and semi-industrial real estate, with an average net return of ca. 7%.

Should a situation nonetheless arise where certain events require an adjustment of the company's strategy, it will do so at once and inform the shareholders accordingly in the semi-annual and annual financial reporting.

1.4.5. Valuation rules

New standards, interpretations and changes applied by Montea

Montea has certain standards and amendments for the first time. This will apply to the financial years beginning at or after 1 January 2016. Montea has published no other standard, interpretation or amendment not yet in force, applied early.

While these new standards and amendments to be first applied in 2016, they had no material impact on the consolidated financial statements / the condensed consolidated interim financial statements of the Group.

Below the nature and effect of the new and / or revised standards and interpretations are explained:

  • Amendments to IFRS 10, IFRS 12 and IAS 28 Investment funds: The application of the exception based on consolidation, applicable from January 1, 2016
  • Amendments to IFRS 11 Joint Arrangements Processing of acquired interests in joint operations, applicable from January 1, 2016
  • Amendments to IAS 1 Presentation of Financial Statements Initiative in the area of disclosure, applicable from January 1, 2016
  • Amendments to IAS 16 Property, plant and equipment and IAS 38 Intangible Assets Clarification of acceptable methods of depreciation, applicable from January 1, 2016
  • Amendments to IAS 16 Property, plant and equipment and IAS 41 Agriculture bearing plants, applicable from January 1, 2016
  • Amendments to IAS 19 Employee benefits Defined benefit plans: Employee contributions, applicable from February 1, 2015
  • Amendments to IAS 27 Separate Financial Statements Equity method in the separate financial statements, applicable from January 1, 2016
  • Annual improvements to IFRS cycle 2010-2012 (published in December 2013), applicable as of Sunday, February 1st, 2015
  • Annual improvements to IFRS cycle 2012-2014 (published September 2014), applicable from January 1, 2016 • Amendments to IFRS 10, IFRS 12 and IAS 28 - Investment funds: The application of the exception based on consolidation, applicable from January 1, 2016

Annual Improvements to IFRS 2010-2012 Cycle

The purpose of the '2010–2012 cyclus' with improvements of the standards and interpretations is to remove inconsistencies and to clarify texts. The improvements apply to financial years that begin on or after 1 February 2015. It concerns the following improvements:

IFRS 2 Share-based payments: This amendment, which is prospectively applied, clarifies certain issues concerning the definitions for "performance condition" and "service condition" which were previously part of the definition of vesting conditions.

  • IFRS 3 Business combinations: This improvement, which is applied prospectively, clarifies that for all arrangements concerning conditional remuneration which arise out of a business combination as a liability or an asset, subsequent valuation takes place at fair value with processing of the value changes in the income statement, irrespective of whether they fall under the scope of IAS 39 Financial instruments: Recognition and Measurement (or IFRS 9 financial instruments).
  • IFRS 8 Operating Segments: The amendments, which are applied retrospectively, clarify that:
  • − Disclosure on judgements made by management in applying the aggregation criteria in IFRS 8.12, including a brief description of the operating segments which are consolidated and the economic characteristics that serve as a basis to assess whether the segments are similar (such as for instance selling and gross margins); and
  • − Indication of the connection of the segment assets to the total assets is requested if the connection is reported to the chief operating decision maker, as for the required information regarding segment liabilities.
  • IAS 16 Property, Plant and Equipment and IAS 38 Intangible assets: This improvement is applied retrospectively and clarifies that the revaluation can be carried out by adjusting the gross carrying amount of the asset to bring it in line with the carrying amount, or by bringing the carrying amount in line with the market value and adjusting the gross carrying amount accordingly. The accumulated depreciation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset.
  • IAS 24 Related party disclosures: This improvement, which is applied retrospectively, clarifies that a 'management entity' – an entity that provides management services – is identified as a related party on which the requirements on related party disclosures apply. An entity which uses such a management entity must henceforth report the costs incurred to that end.

Annual improvements to IFRS 2012-2014 cycle (published in September 2014)

The purpose of the '2012–2014 cycle' with improvements of the standards and interpretations is to remove inconsistencies and to clarify texts. The improvements apply to financial years that begin on or after 1 February 2015. It concerns the following improvements:

• IFRS 5 Non-current assets held for sale and discontinued operations. Assets (or groups of assets that are disposed of) are as a rule disposed of by sale or by payment to owners. The amendment clarifies that a switchover from one disposal method to the other is not considered as a new disposal plan, but as a continuation of the original plan. So there is no question of the application of the requirements of IFRS 5 being interrupted. The amendment is applied prospectively.

  • IFRS 7 Financial instruments: Disclosures
  • Servicing contracts: The amendment clarifies that a servicing contract where remuneration is included may entail continued involvement in a financial asset. An entity must assess the nature of the remuneration and the settlement on the basis of the guidelines in IFRS 7 for continued involvement in order to determine whether the requirements for disclosure apply. The assessment as to which servicing contracts entail continued involvement must be carried out retrospectively. The required information need not however be provided for periods that begin prior to the commencement of the financial year in which the entity applied the amendments for the first time. This amendment is applied retroactively.
  • Applicability of the disclosure requirements for offsetting on the interim condensed financial statements: The amendment clarifies that the disclosure requirements for setting off do not apply to interim condensed financial statements, unless the information to be provided concerns a significant adaptation of the information which is included in the most recent annual report. This amendment is applied retrospectively.
  • IAS 19 Employee benefits: The amendment clarifies that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid (thus, the depth of the market for high quality corporate bonds must be assessed at currency level). This amendment is applied retrospectively.
  • IAS 34 Interim financial reporting: The amendment clarifies that the required interim information must either be mentioned in the interim financial statements, or provided via references from the interim financial statements to the component of the interim financial report in which the information is contained (e.g. the management notes or the risk report). The other information in the interim financial report must be available for users under the same conditions and at the same time as the financial statement. This amendment is applied retrospectively.

The amendments have no impact for the group.

Published standards that are not yet in force

The standards and interpretations that were published on the date of publication of the Montea financial statements, but were not yet in force, are explained below. Where applicable, Montea plans to apply these standards and interpretations as soon as they enter into force.

  • Amendments in IFRS 2 Share-based payments Classification and valuation of share-based payment transactions, applicable as of 1 January 2018
  • Amendments to IFRS 4 Insurance contracts Application of IFRS 9 financial instruments with IFRS 43, applicable as of 1 January 2018
  • IFRS 9 Financial instruments, applicable as of 1 January 2018
  • IFRS 15 Revenue from contracts with customers, including amendments in IFRS 15: Entry into force of IFRS 15 and Clarification of IFRS 15, applicable as of 1 January 2018
  • IFRS 16 Leases 3, applicable as of 1 January 2019
  • Amendments in IAS 7 Statement of cash flows– initiative in information disclosure 3, applicable as of 1 January 2017
  • Amendments in IAS 12 Income taxes Recognition of deferred tax assets for unrealised losses, applicable as of 1 January 2017
  • Amendments in IAS 40 Investment property– Reclassification of investment property, applicable as of 1 January 2018
  • IFRIC 22 Foreign currency transactions and advance consideration3, applicable as of 1 January 2018
  • Annual improvements to IFRS 2014-2016 cycle (published in December 2016), applicable as of 1 January 2017 and 1 January 2018

1.5. Stock exchange performance of Montea share

STOCK MARKET PERFORMANCE 31/12/2016 31/12/2015
Share price (€)
At closing
Highest
46,37
48,42
39,20
40,00
Lowest
Average
35,10
42,36
33,08
36,75
Net asset value per share (€)
EPRA NNAV
EPRA NAV
Premium (%)
Dividend return (%)
Dividend (€)
Gross
Net
25,31
27,80
66,8%
4,5%
2,09
1,46
22,60
25,22
0,55
0,05
2,03
1,48
Volume (number of securities)
Average daily volume
Volume of the period
Number of shares
Market capitalisation (K €)
Market capitalisation at closing
Ratios (%)
Velocity
7.717
1.983.235
9.951.884
461.469
19,93%
4.156
1.059.158
9.211.701
361.099
11,83%

Dividend yield (%): Gross dividend divided by the stock price at the end of the period "Velocity": Volumefort he periode divided by the number of shares

Based on the closing price on 31/12/2016 (€ 46.37) the Montea shares were listed 66,8% above the value of the EPRA NAV34.

Montea's board of directors will propose to the General Meeting of Shareholders that a gross dividend be paid of € 2.11 gross per share (€ 1.48 net per share).

1.6. Significant events after the balance sheet date

There were no significant events after the balance sheet date.

1.7. Transactions between affiliated parties

There were no transactions between affiliated parties in 2016.

34 *EPRA NAV per share: the EPRA NAV per share is the EPRA NAV based on the number of shares outstanding at the balance sheet date. Cfr www.epra.com.

1.8. EPRA Performance measures

A. EPRA result

(in EUR X 1 000) 31.12.2016 31.12.2015
Net result (IFRS) 36.321 24.010
Changes for calculation of the EPRA result
To exclude:
(i) Variations in fair value of the investment properties and properties for sale -4.788 -2.470
(ii) Result on sale of investment properties -8.131 -5
(vi) Variations in fair value of the financial assets and liabilities 616 -438
EPRA result 24.018 21.097
Weighted average number of shares 9.722.190 9.012.751
EPRA result per share (€/share) 2,47 2,34

EPRA NAV

(in EUR X 1 000) 31/12/2016 31/12/2015
IFRS NAV 251.846 208.157
NAV per share (€/share) 25,31 22,60
Effect of exercise of options, convertible debt and other equity instruments
Diluted net asset value after effect of exercise of options, convertible debt and other equity instruments 251.846 208.157
To exclude
(iv)
IV. Fair value of financial instruments
24.804 24.188
EPRA NAV 276.651 232.345
Number of shares in circulation per end period 9.951.884 9.211.701
EPRA NAV per share (€/share) 27,80 25,22

EPRA NNNAV

(in EUR X 1 000) 31/12/2016 31/12/2015
EPRA NAV 276.651 232.345
Number of shares in circulation per end of period 9.951.884 9.211.701
EPRA NAV (€/share) 27,80 25,22
To add:
(i) I. Fair value of financial instruments -24.804 -24.188
(ii) II. Revaluations of the fair value of financials with fixed interest rate - -
EPRA NNNAV 251.846 208.157
Number of shares in circulation per end of period 9.951.884 9.211.701
EPRA NNNAV (€/share) 25,31 22,60

ANNUAL FINANCIAL REPORT OF THE STATUTORY MANAGER FOR THE PERIOD FROM 01/01/2016 TO 31/12/2016 INCLUDED REGULATED INFORMATION

EMBARGO UNTIL 21/02/2017 – 8.30 AM

EPRA VACANCY RATE
(in EUR X 1 000) (A) (B) (A/B) (A) (B) (A/B)
Estimated rental
value (ERV) for
vacancy
Estimated rental
value portfolio (ERV)
ERPA vacancy ratio Estimated rental value
(ERV) for vacancy
Estimated rental value
portfolio (ERV)
ERPA vacancy ratio
(in %) (in %)
31/12/2016 31/12/2016 31/12/2016 31/12/2015 31/12/2015 31/12/2015
Belgium 429 19.724 2,2% 874 15.714 5,6%
France - 7.175 0,0% 276 10.228 2,7%
The
Netherlands
- 11.659 0,0% - 8.680 0,0%
TOTAL 429 38.558 1,1% 1.150 34.623 3,3%

1.9. Detail of the calculation of the APMs used by Montea35

PORTFOLIO RESULT 31/12/2016 31/12/2015
(in EUR X 1 000)
Result on sale of property investments 8.131 5
Variations in fair value of property investments 4.788 2.470
PORTFOLIO RESULT 12.919 2.475
FINANCIAL RESULT exc. variations in fair value of financial instruments 31/12/2016 31/12/2015
(in EUR X 1 000)
Financial result -12.396 -7.578
To exclude:
Variations in faire value of financial assets & liabilities 616 -438
FINANCIAL RESULT exc. variations in fair value of financial instruments -11.780 -8.016

35 Exclusive of the EPRA measures, some of which are considered as an APM, and are calculated under Chapter 1.8 EPRA Performance measures.

OPERATING MARGIN 31/12/2016 31/12/2015
(in EUR X 1 000)
Net rental result 40.518 34.290
Operating result (before the result on portfolio) 36.304 29.437
OPERATING MARGIN 89,6% 85,8%
AVERAGE COST OF DEBT 31/12/2016 31/12/2015
(in EUR X 1 000)
Financial result -10.296 -7.578
Variations in fair value of assets and financial liabilities 616 -438
TOTAL FINANCIAL DEBT (A) -10.912 -7.140
AVERAGE OUTSTAND FINANCIAL DEBT (B) 324.766 261.185
AVERAGE COST OF DEBT (A/B) (*) 3,0% 3,1%

(*) exc. the one-off financial cost of the settlement of an IRS

HEDGE RATIO 31/12/2016 31/12/2015
(in EUR X 1 000)
Notional amount of interest rate swaps 242.500 155.000
Financial debt at fixed interest rate 774 1.598
Bonds at fixed interest rate 85.000 85.000
Financial debts at balance date at fixed rate and hedging instruments (A) 328.274 241.598
Long-term and short-term financial debt (IFRS) 295.906 294.598
Financial debts balance date at fixed rate and floating rate (B) 295.906 294.598
HEDGE RATIO (A/B) 111% 82%

1.10.Principal risks, uncertainties and outlook

1.10.1. Principal risks and uncertainties36

The Board of Directors of the statutory business manager of Montea and management are fully aware of the interest of developing and maintaining sound governance and, as a result, of retaining a good-quality portfolio. Montea imposes strict and clear standards for (i) optimising and improving existing buildings, (ii) commercial management, (iii) the technical management of buildings, and (iv) any investments in the existing buildings. The aim of these criteria is to limit vacancies, as well as to increase the maximum sustainable value of the property portfolio.

The principal risks and uncertainties for the remaining months of the financial year are focused on:

Rental risks

a) Description of the risks

Montea's turnover largely consists of the rent generated by leases to third parties. Non-payment by tenants and a decrease in the occupancy rate may have a negative impact on results.

Montea is moreover exposed to the risk of loss of rental income linked to the departure of tenants before the expiry of their lease. The risk actually entails that it takes longer to find new (suitable) tenants and that the latter moreover demand a lower rent. These elements can have a negative impact on the earnings of Montea. The average term of the leases also determines the risk profile of Montea. This amounts to 7.7 years on 31 December 2016 on the basis of the first expiry date.

b) Management of the risks

Montea actively manages and monitors its existing and future clients in order to minimise vacancies and the turnover of tenants in its property portfolio.

The vast majority of rental income includes annual indexation in the rent (in Belgium, indexation is annual, based on the health index; in France, it is based on the construction cost index37 while in the Netherlands, indexation is based on the consumer price index). All current lease agreements in France and the Netherlands are subject to movements in the indices mentioned. None of the current rental income is exposed to a reduction in the initial rent as the result of any fall in the index.

Before a new client is accepted, its solvency is checked. On signing each lease agreement, an unconditional bank guarantee is required as a minimum in which the amount guaranteed corresponds with 3 to 6 months of rent. Rent is payable in advance on a monthly, bi-monthly or quarterly basis

36 For more information about the strategy implemented by Montea, please see the Half-Yearly Financial Report of 30/06/2016 and the Annual Report of 31/12/2015. Where necessary, Montea's policy will be adjusted based on the risk factors described.

37 ICC – indice de coût de construction.

In the context of an alliance with third parties (project developers, landowners, etc.), Montea positions itself as an active partner in property development. In doing so, Montea aims to have a lease agreement already in place with a tenant prior to commencing the construction of a new development. Montea has no plans to become involved in speculative development projects (so-called "blank" projects, where there are no tenants arranged in advance).

In the property sector, Montea targets primarily logistics real estate (storage and transhipment of goods) and tries to spread its risk in terms of type of tenant/sector and geographic location.

Management of the property portfolio

a) Description of the risks

The Montea team, potentially assisted by external consultants, is responsible for the daily management of the buildings, handles the technical management of the property portfolio38 and presents efficient and flexible solutions for improving the portfolio's quality and sustainability. Moreover, the team will make every effort to proactively minimise any possible vacancies.

The internal team follows up the operational management of the technical maintenance of the buildings, as well as the coordination of the ongoing construction and renovation. The team submits a maintenance and renovation schedule to the Board of Directors for the purpose of securing optimal long-term portfolio profitability.

Taking its relatively small team into account, the Company is exposed to an organisational risk if certain staff members in a key position were to leave. The unexpected departure of some staff members could have adverse consequences for the development of the Company and could entail additional management costs.

b) Management of the risks

Montea conducts a policy whereby the vast majority of its building management costs are passed on to its tenants. In 2016, there were € 920 K of costs that could not be passed on to tenants. € 5.9 million was also invested in improvement works to the existing portfolio. This amount corresponds to 1.11% of the fair value of the property portfolio.

If certain employees who occupy key positions should leave, Montea can fill those vacancies temporarily through outsourcing. Montea offers a pay package in line with the market and provides additional courses and seminars on a regular basis so that its employees can get further training in their field.

38 However, Montea is assisted by external partners in carrying out certain tasks. Montea continues to take responsibility for these areas and also handles coordination.

Liquidity and financing risk

a) Description of the risks

The liquidity risk takes the form of Montea running the risk at a given moment in time of not having the necessary cash resources and no longer being able to obtain the required financing to meet its short-term debts.

On 31 December 2016, Montea had a total of € 235 million in lines of credit, of which € 185.1 million was already drawn down. During 2017, only € 10 million of these lines of credit fall due and will have to be repaid or refinanced.

b) Management of the risks

The liquidity and financing risk is restricted by:

  • The diversification of funding sources: the total financial debt, excluding rental guarantees received, consists 63% of lines of credit drawn down and 37% of debenture loans;
  • The diversification of the drawn down lines of credit with six financial institutions (ING, Belfius, BNP Paribas Fortis, KBC, Bank Degroof and Banca Monte Paschi); this diversification provides attractive financial market terms;
  • Term of financial debt. Montea is currently analysing its debt situation so that it can be prepared, prior to the maturity dates of its lines of credit, to refinance its debt on terms that are in line with the market.

To prevent a future liquidity problem, Montea is currently taking action to secure in good time the funding, required for the further growth of the portfolio. The company currently foresees no problem in securing further funding sources in order to maintain the balance between the funding cost, as well as the term and the diversification of these funding sources.

Risks associated with changes in interest rates

a) Description of the risks

The short-term and/or long-term rates on the (international) financial markets are subject to significant fluctuations.

With the exception of lease agreements39 and 3 of the 4 debenture loans,40 all of Montea's financial debts have been agreed at a variable interest rate (bilateral lines of credit at the EURIBOR 3-month rate).

39 Montea has financial debt in relation to a current lease agreement of €0.8 million. This lease agreement expires in 2017. At the time,

this agreement was entered into with a fixed quarterly payment (including the interest charge). 40 In 2014 Montea issued a debenture loan with a fixed interest rate of 3.355% and in 2013 one at a fixed interest rate of 4.107%. For more information, please refer to the press releases of 20/05/2014 and 24/06/2013. In 2015, Montea issued two additional debenture loans of €25 million each, one with a variable EURIBOR 3-month interest rate + 205 bps, and one with a fixed interest rate of 3.42%. For more information on these 2 last issues, please refer to the press release of 26/06/2015 or www.montea.com.

b) Management of the risks

To hedge the risk of increases in interest rates, Montea conducts a policy whereby part of its financial debt is covered by interest rate hedging instruments. This prudential policy prevents a rise in nominal interest rates without a simultaneous growth in inflation, resulting in an increase in real interest rates. Any rise in real interest rates cannot be offset by an increase in rental income through indexation. It is also a fact that there is always a time lapse between a rise in nominal interest rates and the indexation of rental income.

Taking account of the lines of credit with variable interest rates, the hedging instruments, the fixed interest rate on the bond loan and the fixed interest rates on the lease agreements, the average interest rate charge in 2016 amounted to 3.0%.

1.10.2. Outlook

Economic climate

Montea's business is affected partly by the overall economic climate. Lower economic growth can have an indirect effect on occupancy rates and rental income. It can also increase the risk that some tenants may not be able to fulfil their obligations under their lease.

For Montea, this risk is offset to some extent by the diversification of its revenue streams (e.g. solar panels), as well as its geographical diversification (Belgium, France and the Netherlands) and the signing of leases for longer terms with high-quality clients from a range of different sectors.

We also see a growing appetite for logistics real estate in Belgium, France and the Netherlands, which puts downward pressure on the investment yields. As a result, Montea has to be involved from the beginning of the project.

Specific outlook for Montea

Investment pipeline

In the current climate of yield compression, and taking account of the sound investment policy pursued by Montea, it is more difficult to acquire quality Class A buildings on the basis of reasonable returns. As a result, build-to-suit projects are acquiring increasing importance in our investment portfolio. We expect that the property portfolio will grow to € 650 million in financial year 2017.

EPRA vacancy rate and term of the leases

On 31/12/2016, the EPRA vacancy rate amounted to 1.1%, chiefly as a result of the current vacancy at the site in Milmort. Montea's goal is to keep the EPRA vacancy rate below 5%. The average term of leases until the first termination option is 7.7 years. On the basis of already announced growth, Montea expects to maintain the average term for its leases above 7 years by the end of the financial year.

Financing strategy

Taking account of the 60% debt ratio restriction, Montea still has an investment capacity of € 124 million. Montea is striving for a diversified financing policy, where the aim is to bring the term of our loans (currently 5.4 years) in line with the term of our leases (currently 7.7 years on average). In December 2016, Montea analysed its debt position, and, prior to the expiry dates of a number of lines of credit, refinanced debts at lower market conditions. We expect the hedge ratio to fall to 8% by the end of 2017 as a result of growth in the portfolio and thus of debt charges.

Operating margin

The operating margin amounted to 89.6% on 31/12/2016. On the basis of already announced growth, Montea expects to be able to maintain the operating margin over 89%.

EPRA results

On the basis of the EPRA earnings of € 24.0 million in 2016, the coming net income from the acquired projects and, taking account of an estimated extension of certain leases and the letting of currently vacant premises, Montea expects growth of at least 5% in EPRA earnings per share in 2017, in spite of the temporary impact in the beginning of 2017 of the sales in France at the end of 2016.

1.11.Corporate responsibility and sustainable business

As a benchmark player in the logistics and semi-industrial property sector, Montea makes every effort to conduct itself as a socially responsible company. For this reason, Montea is involved in an ongoing improvement process in which economic, environmental and social considerations are systematically taken into account in the way the business is conducted on a day-to-day basis. Montea aims not only to comply with statutory requirements, but through its initiatives and actions, seeks to go further than the legislation in effect.

Montea's management is convinced that taking a responsible approach to these activities is a decisive factor in the company's sustainability.

1.11.1. Further implementation of the "Blue Label" plan

Montea has implemented, together with its outside specialists, its own "Blue Label". The plan encompasses Montea's overall approach with regard to sustainability, both for its existing portfolio and for new investments.

There are various standards worldwide in relation to sustainability for the property sector. The best known of these are: HQE (France), BREEAM (UK standard) and LEED (US standard). Montea has included the most important standards in its "Blue Label" plan.

"Blue Label" includes:

  • − an efficient approach to energy, water and waste management;
  • − cost-conscious and proactive maintenance management;
  • − limiting CO2 emissions;
  • − creating comfort and safety in the work environment;
  • − risk management;
  • − monitoring and improving energy consumption;
  • − document management and making documents available to customers and partners;
  • − the repeated screening of the property portfolio and related activities.

1.11.2.Montea places the spotlight on sustainability with the Lean and Green Star (Award & Star)

As a member of the VIL (Flemish Logistics Institute), Montea supports the Lean and Green sustainability programme. Lean and Green encourages and supports companies in making dramatic reductions to their CO2 emissions. Given that Montea is very much involved with sustainability and making its property portfolio sustainable, it was the ideal time to join in with this project.

On 10 December 2013, Montea was presented by the Lean and Green Award by Minister Joke Schauvliege for its efforts made regarding the sustainability of its property portfolio.

On 8 May 2015, Montea was the first Belgian property investor to earn the be awarded the Lean & Green Star in recognition of reducing CO2 emission in the Belgian portfolio b 26%. The Lean & Green Star certificate was officially issued on 16 June 2015.

By obtaining this additional independent recognition, Montea is able to pass on its sustainability targets to both its partners (contractors, architects, suppliers, etc.) and to its tenants.

At Montea, we are convinced that we, as the owner of logistics buildings, can act as the catalyst to promote the Lean and Green programme with our tenants and in so doing develop a coherent concept on sustainability. DHL Freight, VDAB, Coca-Cola Enterprises Belgium and XPO are all Montea tenants that have received the Lean and Green Award.

Efforts already made for the sustainability of Montea's Belgian property portfolio:

  • − 156,000 m2 of logistical space has been equipped with energy monitoring systems for the day-to-day evaluation of the energy consumption of tenants (> 50% of the Belgian portfolio);
  • − 80% of existing buildings have already undergone an in-depth energy scan. Based on these scans, sustainable investments have been carried out (increase insulation values, reduce ventilation losses, increase lighting yields, more effective HVAC systems, etc.);
  • − A total capacity of 4 MWp in solar panels was placed on the roofs of the portfolio in Belgium, good for the generation of 3,800 MWh, comparable to ca. 1,100 households.
  • − 108,000 m2 of buildings have been bought or built in which the K-value is lower than K35 (the legal maximum is K=40)

1.11.3. Sustainable development

As a responsible company, Montea is well aware of the potential consequences of its business activities for the environment in the broad sense of the word and as such it subscribes to targets in relation to sustainable development.

The Company undertakes to manage its property assets with respect for the following aspects:

1.11.3.1. Energy management

Montea has developed a rational policy aimed at optimising the use of energy.

In 2012 the programme regarding energy scans was further optimised, along with the implementation of Life Cycle Analyses. On the basis of these detailed analyses and additional energy calculations a complete study was performed for the sites in Mechelen and Puurs.

This study enabled Montea to draw up a full investment programme with these items:

  • investments with an immediate impact on energy;
  • investments in consultation with the tenant based on its operations;
  • refurbishment and replacement investment objectives;
  • investments from a commercial point of view.

With this in-depth study Montea confirms its focus on optimising the sustainability and quality of its real estate portfolio.

Montea also took the initiative to equip the sites at Erembodegem, Mechelen, Milmort, Heppignies, Bornem, Herentals, Puurs Schoonmansveld 18 and Grimbergen with a monitoring system. Montea can thus monitor its energy management closely and to make adjustments when there is extreme consumption.

1.11.3.2. Solar panels

From the monitoring mentioned above, the total energy produced from the PV installations is up to the forecast expectations: MWh was produced by the solar panels, representing a saving of 1,100 tonnes of CO2 emissions.

Depending on their operations, our tenants use up to 90% of the solar energy produced. Each quarter, we inform our tenants about the solar energy generated, as well as the solar energy consumed locally and the financial benefit.

In 2016, 40% of the total consumption of electricity for the Belgian property portfolio consisted of green electricity.

1.11.3.3. Facility Management programme

At the end of 2011, a Facility Management programme was introduced. This programme is an internal management system and also provides tenants with access to a secure "My Montea" web portal. The Facility Management programme features the following applications:

• By using the "work order" module in "My Montea", Montea is able to monitor and track its work orders and their due dates accurately and then generate reports for each site, project and, if required, each tenant.

  • Tenants can also use our "My Montea" web portal to register and monitor all messages/problems/queries themselves so that the service and communication relating to buildings management can run clearly and smoothly.
  • For four sites the maintenance module can be used so that maintenance purchase orders relating to these buildings are generated automatically and the maintenance can be tracked in detail. In 2013, a maintenance plan will be implemented for all sites.

Implementation of the Facility Management programme fits in perfectly with the "Blue Label" plan and the transparency that Montea wishes to give its tenants and partners.

1.11.3.4. Waste management

Montea encourages its tenants to sort their waste, making separate containers available and offering solutions for waste collection.

1.12. Statement on compliance with certain bond issue covenants

In compliance with article 5.11 of the issue terms for the bonds issued on 28 June 2013 (totalling € 30 million), on 28 May 2014 (totalling € 30 million), and on 30 June 2015 (totalling € 50 million), Montea will make a statement in its consolidated annual and half-yearly figures regarding the compliance with certain covenants imposed in art. 5.10 of these issue terms.

Montea declares that:

  • The consolidated debt ratio is 51.6%, thereby making it below the 65% mark required in Article 5.10 point (d) of the information memorandum of the debenture loans issued in 2013 and 2014 and Article 5.10 point (c) of the information memorandum of the debenture loans issued in 2015;
  • The "Interest Cover" is 3.00, thereby making it higher than 1.5 as required in Article 5.10 point (e) of the information memorandum of the debenture loans issued in 2013 and 2014 and Article 5.10 point (d) of the information memorandum of the debenture loans issued in 2015.

2. Forward-looking statements

This press release also contains a number of statements focused on the future. Statements such as these are subject to risks and uncertainties that may result in the actual results differing substantially from the results that might have been expected from the forward-looking statements made in this press release. Some of the major factors that may affect these results include changes to the economic situation, as well as commercial and competitive circumstances resulting from future court rulings or changes to legislation.

3. Financial calendar

  • 21/02/2017 Annual results on 31/12/2016
  • 16/05/2017 General meeting of shareholders
  • 16/05/2017 Interim statements on 31/03/2017
  • 19/05/2017 Ex date
  • 22/05/2017 Record date
  • 23/06/2017 Pay date (rights distribution)
  • 08/08/2017 Half-yearly report 30/06/2017
  • 07/11/2017 Interim statements 30/09/2017

This information is also available on our website www.montea.com.

About MONTEA "SPACE FOR GROWTH"

Montea Comm. VA is a public property investment company (PPIC – SIIC) under Belgian law specialising in logistical property in Belgium, France and the Netherlands, where the company is a benchmark player. Montea literally offers its customers room to grow by providing versatile, innovative property solutions. In this way, Montea creates value for its shareholders. Montea was the first Belgian property investor to be awarded the Lean & Green Star in recognition of effectively reducing CO2 emissions in the Belgian portfolio by 26%. On 31/12/2006 Montea's property portfolio represented total space of 782,978 m² across 46 locations. Montea Comm. VA has been listed on NYSE Euronext Brussels (MONT) and Paris (MONTP) since 2006.

MEDIA CONTACT FOR MORE INFORMATION

Jo De Wolf www.montea.com +32 53 82 62 62 [email protected]

Follow MONTEA in SHAREHOLDERSBOX of:

ANNEX 1: Consolidated overview of the income statement on 31/12/2016

CONSOLIDATED
PROFIT & LOSS ACCOUNT (EUR x 1.000)
31/12/2016
12 months
31/12/2015
12 months
I. Rental income 41.833 35.438
II. Write-back of lease payments sold and discounted 0 0
III. Rental-related expenses -1.315 -1.148
NET RENTAL RESULT 40.518 34.290
IV. Recovery of property charges 0 0
V. Recovery of charges and taxes normally payable by tenants on let properties 4.942 4.832
VI. Costs payable by tenants and borne by the landlord for rental damage and refurbishment 0 0
at end of lease
VII. Charges and taxes normally payable by tenants on let properties -5.863 -5.824
VIII. Other rental-related income and expenses 1.660 1.565
PROPERTY RESULT 41.258 34.864
IX. Technical costs -122 -114
X. Commercial costs -257 -233
XI. Charges and taxes of un-let properties -31 -102
XII. Property management costs -590 -839
XIII. Other property charges -43 -43
PROPERTY CHARGES -1.043 -1.332
PROPERTY OPERATING RESULT 40.215 33.532
XIV. General corporate expenses -3.769 -4.037
XV. Other operating income and expenses -142 -58
OPERATING RESULT BEFORE PORTFOLIO RESULT 36.304 29.437
XVI. Result on disposal of investment properties 8.131 5
XVII. Result on disposal of other non-financial assets 0 0
XVIII. Changes in fair value of investment properties 4.788 2.470
XIX. Other portfolio result 0 0
OPERATING RESULT 49.223 31.912
XX. Financial income 656 581
XXI. Net interest charges -12.308 -8.556
XXII. Other financial charges -128 -41
XXIII. Change in fair value of financial assets & liabilities -616 438
FINANCIAL RESULT -12.396 -7.578
XXIV. Share in the result of associates and joint ventures 0 0
PRE-TAX RESULT 36.827 24.334
XXV. Corporation tax -506 -324
XXVI. Exit tax 0 0
TAXES -506 -324
NET RESULT 36.321 24.010
Attributable to:
Shareholders of the parent company 36.321 24.010
Minority interests 0 0
EPRA EARNINGS 24.018 21.097
Number of shares in circulation at the end of the period 9.951.884 9.211.701
Weighted average of number of shares of the period 9.722.190 9.012.751
EPRA earnings per share (EUR) 2,47 2,34

ANNEX 2: Consolidated overview of the balance sheet on 31/12/2016

CONSOLIDATED
BALANCE SHEET (EUR x 1.000)
31/12/2016 31/12/2015
I. NON-CURRENT ASSETS 545.462 517.686
B. Intangible assets 189 214
C. Investment properties 535.136 506.934
D. Other tangible assets 10.098 10.500
G. Trade receivables and other non-current assets 39 38
II. CURRENT ASSETS 49.297 31.999
A. Assets held for sale 7.721 0
D. Trade receivables 10.499 7.691
E. Tax receivables and other current assets 6.607 4.069
F. Cash and cash equivalents 3.350 4.930
G. Deferred charges and accrued income 21.121 15.309
TOTAL ASSETS 594.759 549.685
TOTAL SHAREHOLDERS' EQUITY 251.965 208.256
I. Shareholders' equity attributable to shareholders of the parent company 251.846 208.157
A. Share capital 200.282 185.288
B. Share premiums 32.439 20.893
C. Reserves -17.196 -22.035
D. Net result of the financial year 36.321 24.010
II. Minority interests 118 100
LIABILITIES 342.794 341.429
I. Non-current liabilities 310.381 291.354
B. Non-current financial debts 285.577 267.165
a. Credit institutions 175.132 156.333
b. Financial leasings 184 774
c. Other 110.261 110.058
C. Other non-current financial liabilities 24.804 24.188
E. Other non-current liabilities 0 0
II. Current liabilities 32.413 50.075
B. Current financial debts 10.590 27.491
a. Credit institutions 10.000 26.667
b. Financial leasings 590 824
c. Other 0 0
C. Other current financial liabilities 0 0
D. Trade debts and other current debts 10.848 7.915
a. Exit taks 2.014 1.455
b. Other 8.833 6.460
E. Other current liabilities 150 3.993
F. Accrued charges and deferred income 10.826 10.677
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 594.759 549.685

ANNEX 3: Consolidated overview of changes to shareholders' equity (€ '000')

CHANGES IN SHAREHOLDERS' EQUITY
(EUR x 1.000)
Share capital Share premiums Reserves Result Deduction of
transfer rights and
costs
Minority
interests
Shareholders'
equity
ON 31/12/2015 185.288 20.893 1.222 24.010 -23.256 100 208.256
Elements directly recognized as equity 14.994 11.546 1.599 0 -2.070 18 26.087
Capital increase 14.994 11.546 0 0 0 0 26.540
Impact on fair value of estimated transfer rights and costs resulting
from hypothetical disposal of investment properties
0 0 2.070 0 -2.070 0 0
Positive change in value of solar panels (IAS 16) 0 0 -720 0 0 0 -720
Own shares 0 0 249 0 0 0 249
Own shares held for employee option plan 0 0 0 0 0 0 0
Minority interests 0 0 0 0 0 18 18
Corrections 0 0 0 0 0 0 0
Subtotal 200.282 32.440 2.820 24.010 -25.326 118 234.344
Dividends 0 0 -18.700 0 0 0 -18.700
Result carried forward 0 0 24.010 -24.010 0 0 0
Result for the financial year 0 0 0 36.321 0 0 36.321
0 0 0 0 0 0 0
ON 30/06/2016 200.282 32.439 8.130 36.321 -25.326 118 251.965

(1) + (2) The total reserves in the balance sheet under "C. Reserves" consist of the 'Reserves (1)' and of the "Deduction Right of transaction costs (2)"

ANNEX 4: Overview of the consolidated comprehensive income

ABBREVIATED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME (EUR x 1.000)
31/12/2016
12 months
31/12/2015
12 months
Net result 36.321 24.010
Other items of the comprehensive income -2.790 -5.230
Items taken in the result
Impact on fair value of estimated transfer rights and costs resulting from
hypothetical disposal of investments properties
-2070
-2.070
-5443
-5.443
Changes in the effective part of the fair value of authorized cash flow hedges 0 0
Items not taken in the result -720 213
Impact of changes in fair value of solar panels -720 213
Comprehensive income 33.531 18.780
Attributable to:
Shareholders of the parent company 33.531 18.780
Minority interests 0 0

ANNEX 5: Consolidated overview of the cash flow summary (€ '000')

CONSOLIDATED
CASH FLOW STATEMENT (EUR x 1.000)
31/12/2016
12 months
31/12/2015
12 months
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR 4.930 4.250
Net result 36.321 24.010
Financial cash elements (not dedectable of the net profit) to become the operating result 11.780 8.016
Received interests -656 -581
Payed interests on finances 12.436 8.597
Received dividends 0 0
Taxes (dedected from the net result) to become the operating result
Non-cash elements to be added to / deducted from the result
506
-12.598
324
-2.774
Depreciations and write-downs 211 139
Depreciations/write-downs (or write-back) on intangible and tangible assets (+/-) 200 196
Write-downs on current assets (+) 11 2
Write-back of write-downs on current assets (-) 0 -59
Other non-cash elements -12.808 -2.913
Changes in fair value of investment properties (+/-) -4.788 -2.470
IAS 39 impact (+/-) 616 -438
Other elements 0 0
Realized gain on disposal of investment properties
Provisions
-8.131
0
-5
0
Taxes -506 0
NET CASH FROM OPERATING ACTIVITIES BEFORE CHANGE IN WORKING
CAPITAL REQUIREMENTS 36.009 29.576
Change in working capital requirements -11.920 1.880
Movements in asset items -11.159 -3.047
Trade receivables -1 -1
Other long-term non-current assets -2.808 4.762
Other current assets -2.538 -2.483
Deferred charges and accrued income -5.812 -5.327
Movements in liability items
Trade debts
-762
2.865
4.927
-2.487
Taxes, social charges and salary debts 68 2.861
Other current liabilities -3.843 3.205
Accrued charges and deferred income 149 1.347
NET CASH FLOW FROM OPERATING ACTIVITIES (A) 29.018 31.456
Investment activities -23.498 -85.177
Acquisition of intangible assets -66 -180
Investment properties and development projects -31.174 -85.843
Other tangible assets
Solar panels
-55 -93
Disposal of investment properties -330
8.127
-2.841
3.780
Disposal of superficy 0 0
NET CASH FLOW FROM INVESTMENT ACTIVITIES (B) -23.498 -85.177
FREE CASH FLOW (A+B) 5.520 -53.721
Change in financial liabilities and financial debts 1.502 66.073
Increase (+)/Decrease (-) in financial debts 1.511 66.511
Increase (+)/Decrease (-) in other financial liabilities -9 -438
Increase (+)/Decrease (-) in trade debts and other non-current liabilities 0 0
Change in other liabilities
Increase (+)/Decrease (-) in other liabilities
0
0
0
0
Increase (+)/Decrease (-) in other debts 0 0
Change in shareholders' equity 8.108 595
Increase (+)/Decrease (-) in share capital 14.994 9.227
Increase (+)/Decrease (-) in share premium 11.546 6.243
Increase (+)/Decrease (-) in consolidation differences 0 0
Increase (+)/Decrease (-) in minority interests 19 0
Dividends paid -18.700 -15.262
Increase (+)/Decrease (-) in reserves 249 387
Increase (+)/Decrease (-) in changes in fair value of financial assets/liabilities
Disposal of treasury shares
0
0
0
0
Dividend paid (+ profit-sharing scheme) 0 0
Interim dividends paid (-) 0 0
Financial cash elements -11.780 -8.016
NET FINANCIAL CASH FLOW (C) -2.170 58.651
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR (A+B+C) 3.350 4.930

ANNEX 6: Independent expert's report on 31/12/201641

p

41 The full report from the property assessor dated 31/12/2016 was not included in this annual report, but only the conclusions. This is because the full report contains confidential information that may be of interest to competitors.

31/12/2016
Initial Yield passing rent Potential rent ERV Investment value Fair value Net value ('kosten
koper')
Belgium 7,27% 20.051.934 4 21.690.586 ( 19.914.215 6 275.856,500 ¢ 269.128.400 251,623,500
The Netherlands 6,38% 11,565,044 € 11.658.760 € 11,658,760 € 181.131.200 € 169,281,600 0 169.281.600
France 7,43% 7.514.800 7.514.800 6 7.174.535 6 101.179.700 € 94.417.600 94.417.600 (
TOTAL 7,01% 39.131.778 C 40.864.146 C 38.747.500 € 558.167.400 € 532.827.600 € 515.322.700 0

EMBARGO UNTIL 21/02/2017 – 8.30 AM

ANNEX 7: Overview of the property portfolio on 31/12/2016

Construction year / Year most
important renovations
Offices m² Warehouses m² Total m² Contracted Rent
Income
Estimated Rental
Value (*)
Occupancy rate (as
% of total m²)
Belgium
AALST (ABDEFG), TRAGEL 48-58
AALST (CHIJ), TRAGEL 48-58
1975 - 2002 - 2009
2002 - 2009
2.098
540
16.606
19.017
18.704
19.557
599.668
1.239.397
597.440
858.762
100,0%
100,0%
AALST (KLM), TRAGEL 48-58 1985 - 2009 1.397 4.591 5.988 278.313 255.615 100,0%
BORNEM, INDUSTRIEWEG 4-24 1977 - 2016 1.437 13.163 14.600 598.915 573.855 100,0%
GRIMBERGEN, EPPEGEMSESTWG 31-33 1980 - 1995 - 1996 - 2003 -2014 2.033 31.136 33.169 1.198.311 1.392.784 98,4%
HOBOKEN SMALLANDLAAN 7 2001 402 3.836 4.238 125.000 85.980 100,0%
NIJVEL, RUE DE L'INDUSTRIE 2000 1.385 12.649 14.034 385.842 552.325 100,0%
PUURS, SCHOONMANSVELD 18 1998 1.334 11.907 13.241 874.327 583.000 100,0%
EREMBODEGEM, INDUSTRIELAAN 27 1973 - 2007 3.457 13.316 16.773 889.677 840.380 99,3%
MECHELEN, ZANDVOORTSTRAAT 16 1984 - 1990 - 1998 - 2013 1.979 27.246 29.225 1.169.534 941.030 100,0%
VORST, HUMANITEITSln 292, SITE LIPTON
VORST, HUMANITEITSln 292, SITE CM
1984 - 2007
1966 - 2007 - 2014
778
0
4.819
7.150
5.597
7.150
351.226
363.938
254.220
286.000
100,0%
100,0%
VORST, HUMANITEITSln 292, SITE RESTAURANT (STATION) 1971 - 1995 2.110 0 2.110 0 189.900 0,0%
VORST, HUMANITEITSln 292, SITE METRO 2015 0 3.850 3.850 551.296 269.500 100,0%
VORST, HUMANITEITSln 292, SITE CdS 2016 0 10.505 10.505 500.730 457.900 100,0%
MILMORT, AVENUE DU PARC INDUSTRIEL 2000 1.225 29.112 30.337 566.359 1.090.095 53,6%
HEPPIGNIES, RUE BRIGADE PIRON 2011 730 13.381 14.111 811.199 564.830 100,0%
ZAVENTEM, BRUCARGO 830 2012 4.328 23.951 28.279 2.156.811 1.999.390 100,0%
ZAVENTEM, BRUCARGO 831 2013 1.896 7.891 9.787 629.257 677.685 100,0%
GENT, EVENSTUK 2013 - 2016 755 48.154 48.909 1.707.748 1.862.778 100,0%
ZAVENTEM, BRUCARGO 763 1995 -1999 / 2007 / 2009 1.198 4.875 6.073 274.000 333.215 100,0%
GENT, KORTE MATE 2011 1.012 12.024 13.036 663.241 608.620 100,0%
ZAVENTEM, BRUCARGO 738-1
WILLEBROEK, DE HULST SITE NEOVIA
2014
2014
1.574
512
4.471
21.500
6.045
22.012
482.142
0
488.775
953.940
100,0%
100,0%
WILLEBROEK, DE HULST SITE DACHSER 2014 1.652 7.381 9.033 1.019.849 844.155 100,0%
WILLEBROEK, DE HULST SITE FEDERAL MOGUL 2016 789 28.328 29.117 1.416.422 1.334.490 100,0%
EREMBODEGEM, WATERKERINGSTRAAT 1 2016 1.516 14.423 15.939 996.573 951.851 100,0%
Total Belgium 36.137 395.282 431.419 19.849.775 19.848.515 96,6%
France
SAVIGNY LE TEMPLE, RUE DU CHROME 1992 / 2007 646 15.650 16.296 621.861 602.952 100,0%
FEUQUIERES, ZI DU MOULIN 80 1995 - 1998 - 2000 763 8.230 8.993 358.000 247.308 100,0%
ROISSY, RUE DE LA BELLE ETOILE 280 1990 - 2001 737 3.285 4.022 312.885 281.540 100,0%
BONDOUFLE, RUE HENRI DUNANT 9-11
DECINES-CHARPIEU, RUE ARTHUR RIMBAUD 1
1990
1996
1.307
1.108
2.678
2.713
3.985
3.821
236.353
374.396
239.100
293.080
100,0%
100,0%
LE MESNIL AMELOT, RUE DU GUE 4 1992 - 2015 1.375 7.241 8.616 832.941 775.422 100,0%
ALFORTVILLE, LE TECHNIPARC 2001 0 1.995 1.995 220.490 219.450 100,0%
ROISSY, RUE DE LA BELLE ETOILE 383 2001 1.965 4.492 6.457 640.211 615.885 100,0%
LE MESNIL AMELOT, RUE DU GUE 1-3 1998 1.211 4.043 5.254 492.692 472.860 100,0%
SAINT PRIEST, RUE NICEPHORE NIEPCE 2008 1.000 15.803 16.803 600.000 662.544 100,0%
MARENNES, LA DONNIERE 1998 - 2000 / 2001 524 19.965 20.489 860.538 860.538 100,0%
SAINT-LAURENT-BLANGY, ACTIPARK 2006 747 18.828 19.575 635.558 604.856 100,0%
SAINT-MARTIN-DE-CRAU 2002 1.300 18.445 19.745 825.274 795.400 100,0%
SAINT PRIEST, PARC DES LUMIERES 2006 988 9.084 10.072 503.600 503.600 100,0%
Total France 13.671 132.452 146.123 7.514.799 7.174.535 100,0%
Netherlands
ALMERE, STICHTSE KANT 2008 510 25.338 25.848 1.195.410 1.291.901 100,0%
WADDINXVEEN, EXPORTWEG 2009 2.069 17.380 19.449 970.990 1.033.745 100,0%
OSS, VOLLENHOVERMEER 2014 680 26.825 27.505 1.044.328 1.218.225 100,0%
BEUNINGEN, ZILVERWERF 2009 2.987 14.908 17.895 1.035.436 909.753 100,0%
S HEERENBERG, DISTRIBUTIEWEG 2009 2.376 20.593 22.969 1.384.815 1.391.685 100,0%
HEERLEN, BUSINESS PARK AVENTIS 2015 4.787 9.273 14.060 1.460.804 1.176.973 100,0%
APELDOORN, IJSELDIJK 2011 701 8.308 9.009 553.538 617.128 100,0%
TILBURG, GESWORENHOEKSEWEG 2004 1.546 19.150 20.696 1.001.874 1.078.210 100,0%
Aalsmeer, Japanlaan 2016 1.097 29.653 30.750 1.717.488 1.873.040 100,0%
Total Netherlands 17.203 188.233 205.436 11.564.682 11.658.759 100,0%

ANNEX 8: Auditor's report

The statutory auditor, Ernst & Young Bedrijfsrevisoren, represented by Joeri Klaykens, confirms that their control activities on the consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union, have been substantially completed and that these did not result in any significant corrections that should be made to the accounting figures, resulting from the consolidated financial statements and included in this press release.

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