Wereldhave Belgium — Earnings Release 2011

Feb 10, 2012

Results 2011

• Direct result per share € 4.34 (2010: € 4.22)
• Dividend proposal of € 4.00 (2010: € 3.92)
• Low debt ratio 18.3% (2010: 12.3%)
• Positive revaluation result € 15.2 mln (2010 : € -1.4 mln)
• Net asset value per share: € 74.63 (2010 : € 71.40)

1. Note to the consolidated balance sheet and profit and loss account

01/01/11 - 31/12/11	01/01/10 - 31/12/10
38,301	21,054
23,126	22,495
15,175	-1,441
4.34	4.22
7.18	3.95
December 31, 2011	December 31, 2010
398,408	395,381
74,428	27,815
11,371	11,523
1) 397,909	1) 380,691
1) 74.63	1) 71.40
18.3 %	12.3 %
5,331,947	5,331,947

1) before profit distribution and dividend payment

Profit	The profit for 2011 amounts to € 38.3 mln (2010: € 21.1 mln). The profit per share amounts to € 7.18 (2010: € 3.95). The increase is mainly due to the improved revaluation result and higher rental income. The revaluation of the investment properties amounts to € 15.2 mln (2010: € -0.9 mln). The profit consists of the direct and indirect results.
Direct result	The direct result for 2011 amounts to € 23.1 mln (2010: € 22.5 mln). This slight increase is mainly due to a higher occupancy rate in the office portfolio resulting in a direct result per share of € 4.34 (2010: € 4.22).
	EPRA* occupancy on December 31 stood at 93.1%, an increase of 1.7% compared to December 31, 2010. EPRA occupancy levels per sector on December 31, 2011 (December 31, 2010) were 100% (100%) for retail and 83.1% (80.6%) for offices.

* The EPRA best practices recommendations are available on the website www.epra.com.

Indirect result	The indirect result arises mainly from realised and unrealised changes in the value of assets in the portfolio. Revaluation of the investment properties portfolio for 2011 amounts to € 15.2 mln (2010: € -0.9 mln). On August 4, 2011, the office building at Avenue Régent 58 in Brussels was sold. The selling price of € 2.8 mln was in line with the book value.
Shareholders' equity and net asset value	Shareholders' equity at December 31, 2011, before profit distribution, amounts to € 397.9 mln (December 31, 2010: € 380.7 mln). The net asset value per share at December 31, 2011, including the profit for the current year, amounts to € 74.63 (December 31, 2010: € 71.40).
Property portfolio	Investment properties
	At December 31, 2011, the fair value of the investment properties portfolio – excluding development projects - amounts to € 398.4 mln (December 31, 2010: € 395.4 mln). The net increase of € 3.0 mln can be attributed to investments on buildings in the portfolio of € 1.6 mln plus a positive net revaluation of € 4.2 mln of the investment properties portfolio minus the sale of the office building at Avenue Régent 58 in Brussels (€ 2.8 mln). Fair value is after the deduction of transaction costs (10%-12.5%) and other costs incurred in the sales process.
	Shopping centres
	Wereldhave Belgium focuses on mid-sized centres that are dominant in their catchment area, and preferably with the potential for further expansion. The sicafi wants to create value by actively managing shopping centres and (re)developing shopping centres for its own portfolio. All shopping centres are fully occupied.
	Offices
	During 2011 eight new leases were signed, both in the business park "De Veldekens" in Antwerp and in the 'Business & Mediapark" in Vilvoorde for a total area of approximately 6,000 m². Most of these contracts started in the second half of 2011.
	The office building Orion (5,230 m²), situated at Bischoffsheimlaan 22-25 in Brussels, is fully let as of September 1, 2011. A lease for nine years was completed with 'Bruxelles–Formation'.
	Development projects
	At December 31, 2011, the fair value of the portfolio development projects amounts to € 74.4 mln (December 31, 2010: 27.8 mln). The net increase of € 46.6 mln can mainly be attributed to investments relating to the construction of the extension of the shopping centre in Nivelles and a positive net revaluation of the extension of € 10.6 mln.
	By developing projects for its own portfolio and at cost, Wereldhave Belgium aims to create value for its shareholders. Wereldhave Belgium aims to maintain a healthy balance between the size of the development portfolio and the existing investment properties portfolio.
	The construction of the extension (12,500 m²) of the shopping centre in Nivelles is almost completed. Opening of the extension is scheduled for the end of March 2012. Meanwhile, about 95% of the project has already been let.
	The project in Tournai involves a substantial expansion of the shopping centre whilst a retail park will also be integrated. The building/planning application will probably be submitted in the first quarter of 2012.

	works are expected to start by the end of 2012.	Meanwhile the building permit application, regarding the redevelopment and extension of the shopping centre ' Shopping Genk 1 ', has been submitted. The
		All other development projects are still in the planning and consent stages.
	Real estate certificates
		As at December 31, 2011, Wereldhave Belgium holds two interests in listed stock exchange real estate certificates 'Kortrijk Ring Shopping Centre' (16.2%) and 'Basilix' (6.9%). At December 31, 2011, fair value of the portfolio real estate certificates amounts to € 11.4 mln (December 31, 2010: € 11.5 mln).
Annual figures and dividend	March.	The Annual General Meeting of Shareholders is to be held on Wednesday April 11, 2012 at 11 a.m. at the company's registered office. A dividend of € 4.00 gross - € 3.16 net per share will be proposed to the General Meeting of Shareholders (2010: € 3.92 gross - € 3.332 net). The dividend will be payable as from April 19, 2012. The annual financial report will be available as from mid
Dispute	into continuation at the hearing of March 8, 2012. For more detailed information, please refer to our website.	In the case regarding, amongst others, Comm. VA Wereldhave Belgium SCA, the Penal Court in Brussels decided at the hearing on November 18, 2010 to declare the case as inadmissible as it was considered that a "reasonable period" had been exceeded. The Public Ministry lodged an appeal against this verdict. On the hearing of the Court of Appeal held on February 7, 2012, the case was set
Related parties	considered as related parties of the company.	In 2011 no transactions took place between persons or institutions which can be
Prospects	monitored. consolidate and increase the occupancy rate.	Rental growth by active shopping centre management remains one of the key tasks for the Management Company. The development projects in Nivelles, Tournai, Genk and Waterloo are in the planning or consent stages and are closely The Management Company will do everything possible in order to structurally
	Vilvoorde, February 10, 2012	N.V. Wereldhave Belgium S.A. Statutory Management Company

For further information:

Wereldhave Belgium Eddy De Landtsheer Tel. + 32 2 732 19 00

2. Financial statements Consolidated balance sheet at December 31, 2011

(x € 1,000)

		December 31, 2011	December 31, 2010
Assets
Non-current assets
Goodwill	2,020		1,891
Investment properties		2,020		1,891
Investment prop. excl. dev. projects	398,408		395,381
Development projects	74,428	472,836	27,815	423,196
Other tangible assets	358		90
Financial tangible assets
Assets available for sale
Real estate certificates	11,371		11,523
Trade receivables and other non-current
assets	1,341		1,790
		13,070		13,403
Current assets
Current financial assets
Trade receivables	4,517		1,155
Tax receivables and other current assets	695		652
Cash and cash equivalents	3,281		1,899
Total assets		8,493 496,419		3,706 442,196
Shareholder's equity and liabilities
Shareholder's equity
Capital	224,969		224,969
Reserves
Available reserves	5,627		5,627
Accumulated result	127,395		127,272
Variations in the fair value of financial
assets available for sale	1,617		1,769
Net result book year	38,301		21,054
		397,909		380,691
Liabilities Non-current liabilities
Provisions
Pension obligations	188		252
Non-current financial debts
Credit institutions	60,000
Leasehold obligations			3,949
Rent guarantees received	156		156
Differed taxes - liabilities	1,186		1,714
		61,530		6,071
Current liabilities
Current financial debts
Credit institutions	7,000		47,280
Other	307		298
Trade payables and other current debts
Other	117
Suppliers	22,912		4,996
Taxes, remunerations and social security	428		99
Accruals and deferred income Real estate income received in advance	629		1,334
Other	5,587		1,427
		36,980		55,434
Total shareholder's equity and
liabilities		496,419		442,196
Net asset value per share (x € 1)		74.63		71.40

Consolidated profit and loss account till December 31, 2011

(x € 1,000)

	2011		2010
Rental income
Rent	25,235		24,817
Indemnification for early termination of
lease	1,003		505
Net rental income		26,238		25,322
Recovery of rental charges and taxes normally paid by the tenant on let
properties	3,181		2,988
Rental charges and taxes normally paid by
the tenant on let properties	-3,740		-3,316
		-559		-328
Property result		25,679		24,994
Technical costs
Recurrent technical costs
Repairs	-514		-890
Compensation for total guarantees	-144		-133
Insurance premiums	-43		-38
		-701		-1,061
Commercial costs
Agency commissions	-278		-338
Publicity	-113		-37
Property management costs
(Internal) property management costs	-519		-341
Property charges		-910		-716
Property operating results		24,068		23,217
General company costs
Staff costs	-859		-487
Other	-730		-519
Other operating income and charges	714		-201
		-875		-1,207
Operating results before result on the
portfolio		23,193		22,010

Profit and loss account till December 31 – continued (x € 1,000)

Result on disposals of investment property Net property sales (selling price – transaction costs) 2,698 Book value of the property sold -2,782 -84 Result on disposals of other non financial assets Net sales of other non financial assets (sale price - transaction costs) 4 23 Book value of the sold other non financial assets 4 23 Variations in the fair value of investment property Positive variations in the fair value of investment property 21,050 3,404 Negative variations in the fair value of investment property -6,303 -4,290 14,747 -886 Other portfolio result -555 14,667 -1,418 Operating result 37,860 20,592 Financial income Interest and dividends received 898 908 Net interest charges Nominal interest charges on loans -784 -301 Other financial charges Bank charges and other commissions -28 -41 Financial result 86 566 Pre-tax result 37,946 21,158 Corporate tax Corporate tax -157 -104 Positive deferred taxes on market fluctuations 512 355 -104 Net result 38,301 21,054 Net result shareholders of the Group 38,301 21,054 Result per share (x € 1) 7.18 3.95 Diluted result per share (x € 1) 7.18 3.95 2011 2010

Consolidated direct and indirect result to December 31, 2011

(x € 1,000)

In accordance with legal regulations, the direct statutory result is used as basis for the payment of dividend. The direct result consists of rental income, property charges, general costs and financial result. The indirect result consists of the valuation results, results on disposals, actuarial profit and losses from pension schemes and other results not taken into account for the direct result. This presentation is not obligatory under IFRS.

	01-01-2011/31-12-2011			01-01-2010/31-12-2010
	Direct	Indirect	Direct	Indirect
Rental income	26,238		25,322
Rental charges paid by the	-559
tenants			-328
Property charges
Technical costs	-701		-1,061
Commercial costs	-391		-375
Property management costs	-519		-341
General company costs	-1,589		-999
Other operating income and
charges	714		-201
Operating results before
result on the portfolio	23,193		22,017
Result on disposals of investment		-84
property
Result on disposals of other non
financial assets	4		23
Change in fair value of the
investment properties
- positive		21,050		3,404
- negative		-6,303		-4,290
Project costs business combinations				-555
Result on the portfolio		14,663		-1,441
Operating result	23,197	14,663	22,040	-1,441
Financial result	86		559
Pre-tax result	23,283	14,663	22,599	-1,441
Tax on result	-157		-104
Positive deferred taxes on market
fluctuations		512
Net result	23,126	15,175	22,495	-1,441
Profit per share (x €1)	4.34	2.85	4.22	-0.27

Consolidated cash flow statement to December 31, 2011

(x € 1.000)

	01-01-2011/ 31-12-2011		01-01-2010/ 31-12-2010
Cash flow from operating activities
Net result Dividend received	38,301 -856		21,054 -849
Result exclusive of dividend received		37,445		20,205
Less: movements in valuation Movements in provisions Movements in short term debts	-14,747 -1,098 -344	-16,189	886 1,145 -128	1,903
Net cash flow from operating activities		21,256		22,108
Cash flow from investment activities Real estate certificates Investments Dividend received Net cash flow from investment activities	-19,900 856	-19,044	-16 -17,372 849	-16,539
Cash flow from financing activities
Credit institutions Dividend paid Net cash flow from financing activities	19,720 -20,550	-830	15,000 -20,901	-5,901
Net cash flow		1,382		-332
Cash & bank balances At January 1 Increase/decrease cash and bank balances		1,899 1,382		2,231 -332
At December 31		3,281		1,899
Movements in equity (amounts x € 1,000)
		2011		2010
At January 1 Net result Dividend Change in fair value of financial assets and liabilities		380,691 38,301 -20,901 -152		380,980 21,054 -20,901 -442
Transfer from reserves		-30
At December 31		397,909		380,691

Segment information

The segmentation of rental income, property charges, investment properties and revaluations are segmented to the following sectors:

2011

	Offices	Retail	Total
Rental income	9,769	16,469	26,238
Rental charges and taxes	-428	-131	-559
Technical costs			-701
repairs	-416	-98
compensation for total guarantees	-86	-58
insurance premiums	-19	-24
Commercial costs			-391
agency commissions	-275	-2
publicity	-44	-70
Property management costs	-193	-326	-519
Property operating results	8,308	15,760	24,068
Unallocated costs			-875
Operating result before result on the portfolio			23,193
Positive variations in the fair value of investment
property	1,786	19,264
Negative variations in the fair value of investment
property Variations in the fair value of investment property	-2,746	-3,557
net property sales			14,747
book value of the property sold	2,698
Disposals of investment property	-2,782
Sale of non financial assets			-84
Operating result			4
Financial result			37,860
Result before taxes			86
Corporate tax			37,946
Positive deferred taxes on market fluctuations			-157 512
Net result			38,301
Investment properties
Balance at 01/01	143,158	252,223	395,381
Investments	-703	-448	-1,151
Revaluation	-960	5,138	4,178

Balance at 31/12 141,495 256,913 398,408

	Offices	Retail	Total
Rental income	9,766	15,556	25,322
Rental charges and taxes	-217	-111	-328
Technical costs			-1,061
repairs	-771	-119
compensation for total guarantees	-81	-52
insurance premiums	-19	-19
Commercial costs			-375
agency commissions	-338
publicity	-14	-23
Property management costs	-133	-208	-341
Property operating results	8,193	15,024	23,217
Unallocated costs			-1,200
Operating result before result on the portfolio			22,017
Positive variations in the fair value of investment
property		-555	-555
Negative variations in the fair value of investment
property Variations in the fair value of investment property	1,935	1,469
Sale of non financial assets	-3,652	-638
Operating result			-886 23
Financial result
Result before taxes			20,599 559
Result before taxes
Taxes			21,158 -104
Net result			21,054
Investment properties
Balance at 01/01	144,783	237,090	381,873
Investments	92	14,302	14,394
Revaluation	-1,717	831	-886
Balance at 31/12	143,158	252,223	395,381

2010

Movements in investment properties (amounts x € 1,000)

At January 1, 2011	395,381
Disposals (Regent 58)	-2,762
Transfert from investments to developments	-2,084
Investments	3,696
Revaluations	4,177
At December 31, 2011	398,408

Share data (amounts per share x € 1)	01/01/11 - 31/12/11	01/01/10 - 31/12/10
Number of shares qualifying for dividend	5,331,947	5,331,947
Profit per share qualifying for dividend	7.18	3.95
Average number of shares	5,331,947	5,331,947
Profit per share	7.18	3.95
Direct result per share	4.34	4.22
Net asset value including current result	74.63	71.4

No stocks convertible into shares have been distributed by the company.

Basis of preparation 2011

The Group's functional currency is the Euro. The financial statements of Wereldhave Belgium have been presented in Euros, rounded to the nearest thousand. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as approved by the EU. The consolidated financial statements and the company financial statements have been prepared on the historical cost basis, unless specified otherwise.

The accounts have been prepared before distribution of profit. The consolidated balance sheet and the profit and loss account are established in accordance with the scheme applicable to all Belgian sicafis, conforming to the Royal Decree of June 21, 2006 and to the Royal Decree of December 7, 2010.

Consolidation

The published figures in this press release are consolidated figures. In accordance with the relevant legislation, the subsidiaries and associates are consolidated.

Significant events after December 31, 2011

After December 31, 2011, no significant events occurred requiring adjustments to the accounts or further disclosure.

In accordance with article 76 of the law of July 20, 2004, the Management Company confirms taking into account social, ethical and environmental aspects when controlling the financial means and when executing rights conferred by securities in the portfolio. See financial annual report 2010, page 18-19, "Corporate social responsibility".

Audit

The statutory auditor has confirmed that the audit, which is substantially complete, has not to date revealed any material misstatement in the draft annual accounts, and that the accounting data reported in the press release is consistent, in all material respects, with the draft accounts from which it has been derived. The unqualified opinion on the financial statements will contain an explanatory paragraph drawing attention to the disclosure that the statutory manager of the company has included in the accounts in the context of the penal dispute relating to the sale of a company.

3. Obligations regarding the provision of information to the public (R.D. of November 14, 2007)

Mr. L. Plasman and Mr. J. Pars, both Managing Directors of the statutory Management Company of the sicafi, declare, in the name and on behalf of the statutory Management Company, in the function of managing entity of the sicafi, that, as far as they know,

• a) the set of financial statements, prepared in accordance with the applicable accounting standards, gives a true and fair view of the assets, liabilities, financial position and results of the sicafi and the undertakings included in the consolidation taken as a whole;
• b) the financial report over 2011 includes a fair review of the information required.