Icade Annual Report 2012 Reference Document

ANNUAL REPORT – 2012 REFERENCE DOCUMENT

Our vision for ��

SummaryAnnual Report – 2012 Reference DocumentPart 1: CorporatePart 2: Financial and legal report

01 / All about Icade01 Profile

02 Businesses

03 Highlights

02 / We bring life to the city

08 Interview with Serge Grzybowski

12 The expanding city

24 The welcoming city

34 The innovating city

03 / Businesses and results42 Property Investment: a proven model

45 Property Development: a backlog maintained in a difficult environment

47 Services: a streamlined scope

48 2012 key figures: a sharp rise in net current cash flow (+13%)

04 / Transparency, responsibility, commitment53 Management Committees

54 The Board of Directors

56 Leveraging talents at Icade

58 A word from 4... employees

05 / Figures and key information62 Consolidated income statement and balance sheet

65 Shareholders

66 Simplified organization chart

67 Property assets

In the CD-Rom at the end of this document you will find the whole of part 2: financial and legal report

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

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

��Icade is active in every type of urban property: ��shopping centres, public amenities, healthcare facilities and residential property.

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

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Businesses�� to all of its clients’ needs and cater for every type of urban development project. This wide-ranging expertise makes us a leading developer of complex urban projects.

��/�%��Icade has a portfolio of outstanding property assets, �� parks, shopping centres, and clinics.

��%�� units, shopping centres and public and healthcare amenities.

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

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The authorizing of the combining of Icade and Silic, a specialist in rental business parks,

by the French Competition Authority on 13 February 2012, has allowed Caisse des Dépôts to acquire a majority stake in Silic

through the holding company HoldCo SIIC.

HIGHLIGHTSICADE in 2012

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Two audiovisual companies have signed 9-year leases !��" �� "�� #�Endemol is the leading French producer of programs " �� !��#��!�� $�&�'**��/�in building 521 of Les Portes de Paris in Aubervilliers, ��$��;��<��#�=�� company, the sports television station BeinSport, �� > �� $��? �� "��**��2 within the Factory building, designed by the Catalan architect Josep Lluis Mateo. The two buildings are labelled HQE® (Haute Qualité Environnementale - High Environmental Quality).

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��@��K��V�� ;�� "�� "��@��$X��to the Millénaire 3 building, in 2015, through the signing of both a lease and a promise to buy. =��!�� "��! ��Y*Z��" ��Y�***��/�� [��$��;�� "��\�]�� ;�� "��!��Icade and the Ministère de la Justice.

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Many projects were completed in 2012 in every business. Let’s take a look at 12 months of highlights, �� ® housing program to the opening up of Icade Santé to investors.

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June

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On 29 June 2012, the Cité Sanitaire healthcare complex !�� $� ��#�=�� !��the property world. It was the second largest public-private ��]��!�� $�^_�� #�It also performs highly environmentally: priority was given to renewable energy by opting for a biomass heating system for the production of heat for the site and the installing of solar panels for domestic hot water production. The complex ��`**��!��? �� "�'Y��**��/#

Launch of BIHOME®��@��

For several months Icade’s teams studied family, social and ;��!�� !�expectations, to devise an appropriate real estate solution. This

was achieved with the launch in June of BIHOME®, an apartment � ��?�� X��!�!$�� "�� $�

maintaining the independence of each person. BIHOME® apartments cater for several types of living patterns and adapt over

time to the lifestyle of their occupants. Three BIHOME® projects are already under way in Greater Lyon.

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In April 2012, Icade completed a capital increase for its subsidiary Icade Santé. This involved a total of €250 million,

reserved for three institutional investors, the main ones being Crédit Agricole Assurances and BNP Paribas Cardif.

Each insurer has invested through its own real estate investment vehicle approved for this purpose. At the end of

2012 a new capital increase was also subscribed by a new institutional investor, Groupe Macif.

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ICADE / ��

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Icade Santé is buying three new clinics in the Languedoc-Roussillon region. The operator, Clinipôle, is a major private healthcare player in the region, ��"��#��{��|��" ��continuing its development by establishing itself in a region where it wasn’t previously active.

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On 3 July, Pushed Slab entered its construction phase. =��Z'�***��/�� ""}�� >�~�� Rives de Paris, with delivery scheduled for February 2014, is plot A of the future environmentally-friendly district of the Zac de la Gare de Rungis. Pushed Slab was designed by the architect Winy Maas. It will be HQE®��;��>>�® and meet the requirements of the city of Paris Climate Plan.

The Parc des ?��7��+��+��

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On September 21, Icade and the mayor of Cergy-Pontoise signed

a “HQE® Urban development” agreement for the Parc

des Closbilles project.�=��__�***��/�mixed program is particularly ambitious in its application of

sustainable development on the scale of an urban district. The environmental

�� $��?��in the measures it has taken to obtain

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H&E and Qualitel.

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Thanks to an active letting policy following the departure of SCOR, Icade has signed several leases, notably with the CAC 40 companies Total and EDF (ERDF), bringing the building’s occupancy rate to 98%.

��%��K the start of a new era!

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

Bleu Capelette is the name of the future leisure, cinema and

shopping complex that is the ;�� "��!�� "�the northern districts of Marseilles.

Jointly developed by Icade and Sifer, Bleu Capelette is developing ��"�� "�_'�***��/#��!��

have 80 shops, a new “Auchan � �� `��

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is scheduled for 2015.

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Tour EQHO. Courbevoie-La Défense (92). Architects: Hubert et Roy.

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

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INTERVIEW WITH �3�W3W�\])�Y�^/, CHAIRMAN AND CEO OF ICADE

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��+�W�>�7��*�KAs a promise kept! We announced double-digit cash flow growth in 2012, and we achieved this, despite a difficult economic environment. If this year met our expectations, it is thanks to the effectiveness of our property investment development model and the continuing of our strategy of refocusing Icade’s activities on the commercial property sector.

This year more than any other has shown the solidity of our financial structure, with a fall in the average cost of debt, the extending of its maturity and the diversification of our sources of funding. 2012 also saw the active letting of our commercial buildings and the continued development of our portfolio of clinics, which makes Icade Santé the leading ��$%&'�'$()'&(�$�*��*$�+�3%4$��53'�667&)3%3&��5%$8�5��'��$�'(%�9�:;7<3))3�%:�This division was been so successful that we decided to open it up to 4 major life insurance partners. Strategically, this diversification is helping to generate major cash flow for Icade, allowing it to finance new commercial property developments.

Another strength is the refocusing of our retail property development activity on block sales, which has ensured that sales and the backlog have held up well despite an uncertain environment.

This year has called for discernment, a fighting spirit and internal cohesion. Thanks to our teams’ constant efforts, our ability to give priority to quality over quantity in our choice of investments, our management of the risks relating to our developments and excellent relationships with our clients, banking partners and shareholders, Icade was able to stay on course in 2012.

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�[W[KIn a still uncertain market, we are approaching this new year with realism and confidence.

��&(8$>��?�53))�(<�4$�())�<$�(�+$(��consolidating the industrial and financial logic of Icade/Silic, with whom we are planning to combine in the coming months. This new combined entity will be the leading office property investment company in the Paris region, 53'�%$(�)+�9��7<3))3�%��($�(%8�%$(�)+��7�3))3�%7�@��)(%8��$$�4$��<$�8$4$)�*$8�over the long term. This change in scale will confirm the effectiveness of our model, thanks to the coherence of the businesses operated by Icade and Silic. We complement each other geographically and will have a strong presence 3%�'$�67�(B��8$4$)�*�$%�C�%$�3%�'$��(�3�region, with a diverse offer of existing products or products to be developed, allowing us to offer our clients made-to-measure property solutions.

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1��/��NK�'$�D��(��(�FG�(3�%>�(�%$5��*��%�'$��7��(Eole) line, will serve Porte d’Aubervilliers.

/��!KMetro line 12 will be further extended by the sta-tions “Aimé Césaire” and “Mairie d’Aubervilliers”.

1��N��Metro line 12 has been extended with the new

(3�%�D��%��*�)(3�$G>�(��%8��OQ��(%�'��U(3%V�(C(�$��(3%�(3�%:

N��The T3 Tramway connects Porte de la Chapelle to Porte de Vincennes with a stop at Porte d’Aubervilliers.

N��3 river shuttles depart from Corentin Cariou.

Front populaire metro station.

T3 tramway.

River shuttles.

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Claude Bernard ZAC

Les Mines-Fillettes station

Bus stops for lines 239 and 65

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

RER B

Tramway Opened 15 December 2012

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Le Millénaire. Paris (75).

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��!�� " / THE EXPANDING CITY

As the point of convergence between people and &��*(%3$>�3%��(%&$�&33$�%�5�'��$�5�V'3�8�of the population. This trend is continuing to pick up pace and real estate operators must be sure to combine urban development with economic

8$4$)�*�$%>�(%8��<�3$+�(%8�$%$�Z+�$[&3$%&+�53'�&��(<)$�living conditions for residents and employees.

We are experimenting, innovating and creating new ways to develop cities.

"$$�8(+>�5$�5$�$�'$��8$4$)�*�&��*��($�&(�*�$�3%�'$�North East of Paris.

��8(+>��$��3))]%(3�$>��$��$�8$��(�3>�(%8��$��%�8$��)(%8�$�'(4$�become synonymous with the vibrancy of North East Paris. These constantly changing districts are being reinvented and developed as users’ needs change. Around a hundred private and public enterprises are now contributing to the exceptional economic vitality of our region.

Tomorrow, as part of the development project for the Paris region, Icade is preparing to play the role of contributor of innovative solutions. The combining of Icade with the commercial property group Silic opens up the prospect of a potential two million square metres to be developed, according to demand.

Is economic development compatible with a virtuous and sustainable approach to real $($�'(�<$%$��())^� Icade is a forward-looking property investment company making an expert contribution to the issues raised by the expansion of the city.

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> ��{��/��%��have been HQE®��}��7��))?®./��%��+��7��=��7��>��%��%��>��5��+�>��7��7��*�[15��5��%��5��7��5�5��7��%��7��[

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Les Portes de ParisIcade has been able to bring economic, social and environmental ��$%��3�(�$(��'��(��(�3:��$$8<(&F��%�(�*3)��experiment and an urban renewal model.

�$��3))]%(3�$>��$��$�8$��(�3�(%8��$��%�8$��)(%8�$�$�<�8+�'$�renewal of an industrial district in line with the highest sustainable development standards.

�&�%��3&� �$%$5()_� 53'� ��$� '(%� Q��7 &��*(%3$� �&&�*+3%Z�6��>�� @� (%8� )(%8� �$$�4$� (4(3)(<)$� �� %$5� 8$4$)�*�$%>�Icade has contributed to the economic revitalisation of North East Paris. Ideally sited at the gateway to Paris, these business parks are strategically located closed to major road hubs and public transport stations that serve the capital and its outskirts through a varied and &�%(%)+�8$4$)�*3%Z��`$��z3%&)�83%Z�'$��$��>��>��(�5(+>�<�>�river shuttles and Vélib’).

Environmental renewal: Icade has succesfully renovated an architectural legacy loaded with history in keeping with the highest environmental standards. Whether it is restructuring existing buildings or developing new ones, each of Icade’s projects are 8$3Z%$8� �� <(3%� '$� '3Z'$� |�()3+� &$�3�&(3�%� (%8� )(<$)_�'$��® renovations label Rénovation pour les réhabilitations and +$�(3&� }�®�&$�3�&(3�%��%$5�<�3)83%Z:

U�&3()��$%$5()_��&(8$~�&��*)$�$�(�$�5��F�(%8�)343%Z�*(&$��`$�3%Z�a range of shops, services and recreational facilities that make users’ everyday existence easier. Inter-company restaurants, cafeterias, sports halls, concierge services and creches have been set up to �`$��$4$��Z�$($��&��:�

Pont de Flandre sports hall.

Inter-company restaurant “Le Millénaire”.

LES PORTES DE PARIS COMPRISES:

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Le Millénaire

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Le Beauvaisis: Paris (75) Architect: CALQ.

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Le Pont de Flandre. Paris (75).

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Le Millénaire 3. Paris (75). Architect KPF


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

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15��5�%�5��/�� 5��3F$��$�'(%�Q��&��*(%3$>�'$+�'(4$�&'�$%��$��*�'$3��'$(8��[&$� 53'3%�'$��[&$�&��*)$�$�8$4$)�*$8�<+��&(8$:��3�'(%8�(&&��%:::

W��&�� Center Parcs ��%��+��5��&��?��+��@��;��[“We then wanted to move to Paris”��9��%��`��W��%��[

“We were put in touch with Icade, which was designing the building that we have occupied since. We were able to very actively participate in the design process and were present alongside Icade throughout its construction.” ��(7��+��'$�!��*��'(8��[&$�3%�B��%$�<�3)83%Z�(%8�%�5��&&�*3$�'�$$>�5'3&'�(�$��Z(%3C$8�3%�(��V'(*$�(%8�&�%%$&$8��Z$'$��%�$(&'��<+�Z)(�5()F5(+:��'$�&��*)$��'��&�$($8�'$�$��$��(�4(��[&$�*(&$�&�%%$&$8�<+�&��%3&(3%Z�*((Z$-5(+��$(3$��&3�&�)(3�%:��'$�)(�Z$�Z)(C$8��(�$(��'$�'�$$�<�383%Z��`$��(�)��3%��5��F�*(&$>��$3%��&$8�<+�'$�'3Z'�&$3)3%Z:�A large central hall opens onto the complex, providing reception and relaxation areas. 15�*��K��7��The reasons for this choice were the reasonable rent and the ac-cessibility of the site, by metro, bus, car, tramway and soon the RER, which is much appreciated by our employees. “�� $�*)�+$$�also appreciate the green spaces that make the site more pleas-ant and services such as the company creche, restaurants and cafeterias. It’s all within reach, without having to leave.” When it &��$� �� '�*>� '$� %$(�<+� (4$%�$� 8$� �)(%8�$� �`$�� (&&$� ��all sorts of shops and stores, which is very handy for shopping. “The fact that the site is secure 24/7 also gives us all peace of mind!”, concludes Jocelyne Rivet.

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A WORD FROM…

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“We have expanded a lot over the last ten years. This site has allowed us to adapt the �� additional buildings. We made this decision as we plan to stay at the Pont de Flandre site for a long time.”

A WORD FROM… (��

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D��$��'(43%Z��[&$�3%��3))$*3%$>�5$�5(%$8��4$�&)�$��(�3�to be near to new partners in the capital. We also wanted to bring all of our activities together within the same property complex” explains !3))$��3(�8>� $(8��!$%$�()�U$�43&$��'$�'$(8��[&$:� ��'$�3$�&'�$%�3%�U(3%V�$%3��$�'$�%$$8��<$�(�'$�'$(��(�economically vibrant city on the move. The close access to roads (%8�*�<)3&��(%*��()��`$�$8�(84(%(Z$_�DWe wanted to remain in the same department for the convience of our employees. We appreciated the access to the A1 motorway and the site is very well $�4$8�<+�*�<)3&��(%*��>�53'�'$�U(3%V�$%3�(3�%�&)�$�<+>�<��stops and Vélib’ stations, as well as Icade’s free shuttles.”

��5��%��}��+5�The quality of the architecture played a central role in the decision ��4$��'$��(�&:��'$�<�3)83%Z>�(�'())�<�3)�3%�'$� (��(%%3(%�style in the 19th century, was initially a Parisian bread store. The Eif-fel framework was retained, as were the gritstone exteriors. It now *��438$�*�$�3$��$(��3%Z��>��7�2>�3%&)�83%Z�Q>;��7�2��[&$>��7�2��$�F3&'$%�(%8��7�2 dedicated to the company’s in-house training centre.

,��=��=��%��'$�4(�3$+�(%8�|�()3+��'$�$�43&$��`$�$8�(�'$�'$(��'$��(�&�5$�$�8$$��3%3%Z��(&��3%�}�3&F~��%()�8$&33�%_�DWe appreciated '$�<�CC�&�$($8�<+�'$�'�**3%Z�&$%�$�(%8��())�'�*�$��*�there, as well as the six restaurants on site, in addition to the inter-&��*(%+��$(��(%:��'$�&�%&3$�Z$�$�43&$�'(�()��Z(3%$8��7%$5��$�<$��(��%Z��?�7$�*)�+$$:��'$�4(�3��(&3433$�within the Parc make the complex very lively and pleasant. The level of security also sets it apart.”

A WORD FROM…

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��!�"��architecture and the gritstone frontage ��buildings of this type to have kept its initial shape despite several successive tenants ��#��$

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19

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�� -��stresses Edouard Patino, Group head of real estate and general resources. The public transport facilities, which at the time were just a pipe dream, have 3%&$��)�)$8�'$3��*��3$�53'�'$�$�$%83%Z��'$��?��$�8$�)(��'(*$))$�(%8�'$�$�$%83%Z�� )3%$7��<$�43))3$�:� �%��6>�'$��(��(�F�(3�%��%�'$��7��)3%$�53))�()��<$�3%��*$�(3�%:��%�(8833�%>�'$�3$��`$��(&&$��(B��3%$�%(3�%()��(%*��'�<_��!��"#��$

15��7��%�� -��&��#��"��$� An 3�(Z$��(&��$3%��&$8�<+�'$�433<3)3+��`$�$8��'$��$�<�3)8-ing: �� $

7��+��5��%��+�%��'��-(��$�%��(��(�� $� %�� )��*��"��-(�� +,��$” This clear, clean and transparent architecture Z34$��`�(%�3�*�$3�%��Z�$(�3�*)3&3+>�&�%�3<�3%Z��(�*)$((%�environment. There are many meeting places, including the interior garden, the company restaurant, an ampitheatre, a concierge ser-vice, a sports hall and, of course, meeting rooms.

A WORD FROM…

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�%��#��three major urban commercial property ��&��'��*+�,/��0��1��!��'��Masséna and Bercy sites. We think that North East Paris will be the fourth. Here we have the two conditions needed for the ��*��2��2��+�4��close at hand.”

VEOLIA’S HEAD OFFICE:

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Veolia. Architect: Dietmar Feichtinger.

20

ICADE / ��


^��- February 8, 2010: call for projects by Veolia Environnement

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- April 2011: choice of the Aubervilliers site.

- June 17, 2011: signing of the partnership agreement between Icade and Veolia.

- July 8, 2011: pre-selecting of 12 architects based on their applications.

- September 7 and 8, 2011: selecting of the short list of 4 architects based on interviews.

- October 12, 2011: launch of the architecture competition at Veolia by Antoine Frérot and Serge Grzybowski.

- January 24, 2012: submission of architecture projects.

- From February 2 to March 26, 2012: analysis of the projects by the technical committee.

- April 3, 2012: submission of the analysis report to Veolia.

- April 20, 2012: presentation of the report to the jury.

- July 31, 2012: target date for the signing of an agreement between Icade and Veolia on the terms and conditions of a promise.

- October 31, 2012: signing of a memorandum of understanding �� "��" �^_�***��/� "� ��#

- January 9, 2013: presentation of the project blueprints.

-��V��$��Z��Y*Z�� "�� }��#

?��<�?0�

> 3��+�� 5��/��5��5��7��<��5��+��[15��5��5��5��+��+��5��5�5��5��5��*��7��5��/��%��&��3�%��5��+��+��[ ��+��7�5��5�7��+��5��&��%��5��7��}��%��+��%��*��+�%��&��`�+�[/��7��%��}��7�%��5��5��[15�7��+��+��5�5�5�+5��7��%��(�{5�+5��+��Q��+��7��5��+��=��+U�5��5��7�`�3®��)�33 ,®=&��W��}��[

�� (��%8� ��$$%� +$(�>� �3$�(�� $3&'3%Z$�� '(� <$$%� (� '$�'$(8��(%�(Z$%&+��6�(�&'3$&��?�83`$�$%�&��%�3$:��'3�834$�3+�&(%�$4$%�<$�$$%�3%�'$�(�&'3$&��()�+)$�*$&3�&�to his school and residential buildings created by the architect’s team, which favors mixing interior and structural work. As well as 8$3Z%3%Z��(%+�<�38Z$�zU3��%$�8$��$(�4�3��5()F5(+>��3��(+�5()F5(+�<$5$$%��(%&$�(%8�!$��(%+�(%8�'$�*((Z$5(+�)$(8-ing to the rock at Mont Saint-Michel), he has also designed numer-��[&$>�&�)��()�&$%�$>�&'��)�&��*)$�$�(%8�'��3%Z��%3:

��X��7��'$�8�(�3%Z��'$�*$&3�&(3�%�(%8�'$�)(�%&'��'$�(�&'3$&��$�competition required project-based preparatory work, bringing all of the participants to the table: Icade’s Property Investment and Prop-$�+��$4$)�*�$%�$(��(%8�'$�)�&()�(�'��33$�z�)(3%$��%$�(%8�'$��(�3�(%8��<$�43))3$��5%� ())��53'�'$��**��&�%�)-(%�*$&3()3C$8�3%��(3%(<)$�8$4$)�*�$%�(%8�$&'%3&()�(*$&:� �'$�&�))$&34$�8$&33�%��%�'$��%()�*��B$&�5(��%8$8��%�$4$�()�key criteria: N�'$�(�&'3$&��()�<�)8%$��'$�*��B$&_�(��%3|�$��&��$>�8$-veloping employees’ feeling of belonging, in line with Veolia’s values and image;N�'$�<�3)83%Z~�<)$%83%Z�53'�'$��<(%�$%43��%�$%_�(%��Z(%3C(3�%�consistent with the densely built area surrounding avenue Victor �Z�>�(%8�(�8$3Z%�Z343%Z��%��'$�'(�<��<(3%�(%8��`$�3%Z�(�meeting place between Millénaire 1 and the shopping centre.

Dietmar Feichtinger.

21

15��+��K ��=��=��/��Icade is heavily involved in the development of North East Paris, experimenting with new ways to bring life to the expanding city.

Icade is a long-standing Parisian real estate operator, operating through its three businesses in the Paris region. As a property investment company, Icade develops corporate campuses offering office buildings, shops, transport and associated services. Its complexes connected by a rich and varied transport system create a new unity between districts that were very much separate previously (%8�%�5�&�%%$&��<$�43))3$�>�U(3%V�$%3�(%8��(�3��$�)3%Z�3%�(�new economic, social and environmental vibrancy. As a property 8$4$)�*$�>��&(8$�3�*��8�&3%Z��>��7%$5�'��3%Z��%3�3%�'$��(�3�region (half of its national production) giving priority to the two inner rings that are the districts emblematic of Greater Paris’s development.

Through property management in particular, Icade focuses most of 3�$�43&$�(&343+��%��(��]�$%$�(%8�3�*��43%Z�3$)��<$�(%�$�*$��in the management and maintenance of high rise buildings in the Paris region.

Given its historical and geographical roots in the region, it was natural for Icade to actively participate in the Greater Paris region project. In 2012 this involvement took three complementary forms. The �3��5(�'$�(**�3%�$%�3%��%$��$(%V�3$��$��(�%�(� $(8��

��<)3&��(�%$�'3*�(%8�!�$($��(�3�z$$�3%$�43$5�:� 3��)$�3��coordinate and steer Icade’s teams in certain flagship Greater Paris projects and particularly the Contrat de Développement Territorial z��V��$Z3�%()��$4$)�*�$%��%�(&��3%��8$��*(�3&3*($�3%�'$3��practical implementation. The second is the increased rate of construction of new residential property in the Paris region. This significant effort shows the new vibrancy injected by Icade, although its strategy remains driven by the commercial property sector. Icade, which still has from 6��>�� 7 �3))3�%� �$$�� |�(�$8� �� <�3)83%Z� �3Z'� �%� '$�land that is owns is studying the construction of several thousand new housing units with Plaine Commune, the urban community encompassing the towns of Aubervilliers, Épinay-sur-Seine, �)$VU(3%V�$%3>� �3$��$�3$V��VU$3%$>� U(3%V�$%3>� U(3%V��$%>�Stains and Villetaneuse.The third is the combining of Icade and the commercial property investment company Silic, which should be completed in the first half of 2013. The new entity should be a market leader in the Q7�($Z3&�8$4$)�*�$%�C�%$� 3%�!�$($��(�3_� 3%�'$��'�'$��)(3%$��%$�83�3&>�3%�'$��$��(��]�$%$O�(%$��$>�3%�'$�U��'��)+O��%Z3�(%8�3%�'$��'��(��3+:�

��X��

Rueil-Malmaison

Le Bourget

Sarcelles Roissy-CDG

Clichy-Montfermeil

Descartes-Noisy

Villejuif

MassySaclayOrly

Nanterre

Cergy

Maisons-AlfortVersailles

Bobigny

Ivry

La Courneuve

Champigny-sur-Marne

Aulnay-sous-Bois

Parc d’expositionsParis-Nord

Rungis

Villebon-Courtaboeuf

Bagneux

Genevilliers

Asnières-sur-Seine

Argenteuil

Paris

Thiais

Roissy – Paris Nord

Courcouronnes Evry

>€100 million

€50 to €100 million

€0 to €50 million

Office Property Investment

Business Parks Property Investment

Property Management

Property Development

Tour First (La Défense)

Tour EQHO (La Défense)

H2O (Rueil-Malmaison)

Les Closbilles (Cergy)

La Factory (Boulogne) Tour Montparnasse (Paris 15e) Le Garonne, Metropolitan (Villejuif)

L'Opéra, Metropolitan (Villejuif)

Le Millénaire (Paris 19e)

Centre commercial Le Millénaire (Aubervilliers)

22

ICADE / ��

Tram Bd McDonald

The Parc des Closbilles operation in Cergy.


Vert & O program.

QUESTIONS TO… Jean-Pierre Matton, Head of Public Partnerships and Greater Paris

Y5��/��+�5��5��Z��%��7��+��5��+��%�7��j

9[�[,K It has many, but I’ll mention just 5�_��())>��&(8$�'(�(�Z�$(��$$�4$�of land right in the two inner rings of Paris. This land is of course useable for the real estate projects that will help to bring life to Greater Paris, making us (�F$+�*)(+$��3%�'3�*��B$&:��$&�%8�asset is our fundamental nature as a company with one foot in the public sec-

tor and the other in the private sector, putting us at just the right distance and creating just the right balance for us to &��%3&($�$`$&34$)+�53'�())��'$�project’s stakeholders.

?��+�%��X��/��5��5�%��7��5��%��5��+��j

9[�[,K�%�'$��'$��38$��'$��3%Z��(8�we are creating nearly a thousand new housing units through the Macdonald warehouse operation. In Cergy, with the Parc des Closbilles operation, nearly �>��7 %$5� '��3%Z� �%3� 53))� <$� *��-8�&$8�3%�?7*'($:��'3�())�'$)*��$$�'$�(�Z$��;�>��7%$5�'��3%Z��%3�in Greater Paris.

23

The ��+��

Herblay (95)(36 plots) housing unit + 6 houses��

ICADE / ��

��!�� " / THE WELCOMING CIT Y

Icade’s vision is of an inclusive city. We are innovating and adapting our property solutions to new living and spending patterns, as well as the growing demand for property for healthcare facilities and for a high standard of care.

Through its healthcare subsidiary, for more than 5 years Icade has been making sustainable investments in clinics, which have made it the leading property investment company in the sector. In 2012, Icade further stepped up its investments in clinics, so as ��5%�(��$$��(&3)33$�(<)$��$$��8(+~�(%8��5~�public healthcare needs.

In 2011, we opened the Millénaire shopping centre, at Les Portes de Paris. This new ultra high quality shopping complex, embod-3$8�<+�3��(%83%Z�(�&'3$&��$>�3�%�5�<$%$�3%Z��'$�intensive development of the Portes de Paris, both in terms of transport services and new inhabitants and users.

As the city welcomes people of every (Z$�(%8�*��)$�3��`$��(�)(�Z$��(%Z$�of high quality and varied services to its inhabitants. In shopping, recreation, education, sport and healthcare, Icade �`$��$()�$($��)�3�%�'(��$$� the many needs of its inhabitants.

?��<�?0�

> Y5��%��/��5��7��5��+��5��5��[/��%��%��5�7��+��5��+��5��X��;��5�5��5��st<��55��X��7��`�3®��}��[/��%��%��%��=��across France. As with Les Portes de ��5��%��7��7��+��5�5��5��+��[

25

`��5�� /�%��+��&(8$�3�'$�)$(83%Z��$%&'�'$()'&(�$�*��*$�+�3%4$��>��5%3%Z� 66�'$()'&(�$��(&3)33$:��+�Z�$()+�8$4$)�*3%Z�3�(&|�333�%�(%8�<�3%Z3%Z� in new investors in 2012, Icade is proving its long-term vision.

$()'&(�$�3�(�Z��53%Z�&�%&$�%��'$��$%&':��$%)+>�6Q��Z3&()�3%$�4$%3�%�(%8�?��'�*3()�(+�(�$�*��438$8�<+�'$�*�34($�$&��:��4$��'$�*(�6�+$(�>��&(8$�'(�'$�$��$�created a portfolio of 55 healthcare facilities through its subsidi-(�+��&(8$�U(%]>��)+�*$&3()3C3%Z�3%�Z$%$�()��$83&3%$>��Z$�+>�obstetrics and to a lesser degree follow-up care, re-education and psychiatry.

Through its investments in the healthcare sector, it is assisting with the restructuring and concentration of private sector operators, ��5'��'$��&3%Z��*��*$�+��`$��Z�$($��$&�%��3&�$[&3$%&+:� �+� <�+3%Z� '$()'&(�$� �(&3)33$� (%8� )$(3%Z� '$�� operators for a minimum 12-year period, Icade allows them to 3%&�$($�'$3��'$()'&(�$��`$��(%8��*3�3C$�'$3��<�3%$��8$):

��&(8$>�3%4$3%Z�3%�&)3%3&�'(�(��&3()�Z�()_�(�(��<383(�+��(3$�8$��]*�>�'$�&��*(%+�'(�(��&3()��)$��*)(+�(�(�)�%ZV$��3%4$��$�43%Z�'$�Z$%$�()�3%$�$:��+�&�%&$%�(3%Z�3�investments on healthcare areas where needs will grow, and by Z343%Z�*�3��3+��5$))V)�&($8��(&3)33$��(�3Z%3�&(%�3C$�z��$�'(%��6�7<$8��Z$%$�()��$83&3%$>��Z$�+�(%8��<$�3&�>�3�3�contributing to the development of a supply of high quality health-care that caters for the needs of the population.

These investments are also in keeping with a partnership approach �5(�8��*$�(��_��&(8$�'(��3%(%&$�3Z%$8��)$($�53'�;�7$%(%�&)3%3&��*$�(��'(�3�(3�53'�'$3��8$4$)�*�$%:

This growth momentum was strengthened in 2012 by open-ing up the division to 4 long-term institutional investors (life 3%��(%&$�:��&(8$�U(%]��(3$8�9?��3))3�%��38$�&(*3()>�())�53%Z�3��&�%�)38($�3�*�33�%�<+��(F3%Z�9?��3))3�%�of investments in 2012.

Vedici. François Chénieux Clinic. Limoges (87).

1/�/��9��/'��4��;��<=>?@�

26

ICADE / ��

%2;,!9;G�J�9K!UX%1YZ!9*

�st��investor��5�<��55��5�� sector

"�[!7� of assets

55��

$['�� %��+��

QUESTIONS TO… <�� Icade’s head of public and healthcare amenities

How does Icade assist ��5��5��j

<�K $()'&(�$��(&3)33$�(�$�*��&'($8�under partnership agreements entail-ing systematic consultation. Icade Santé can in this way respond to requests from operating partners to outsource the clinics that they own and above all assist them with their development projects by responding

with them to requests for quotations for clinics for sale, on the basis that Icade Santé will be the owner.

Y5��/��;��+�7��X��-��+��j

<�KThis partnership with healthcare facility operators gives them the capacity to develop while relying on a stable partnership and gives Icade Santé an additional avenue for sourcing. This makes it possible for an ambitious investment program to be implemented with Icade Santé’s operator partners without neglecting market opportunities with other play-ers. This partnership approach will be continued in the future and will give Icade Santé the means to achieve its ambitions while remaining selective.

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

� �� !�� " / THE WELCOMING CIT Y

27

Villar Bruges Clinic (33).

)34��1?` �1 /4W�Head of,� ��%�� ,;��=��“As the third private healthcare operator by volume and with one of the highest profit ��our real estate to achieve precise objectives: developing our resources dedicated to ��<��for our future projects and reducing our debt. Outsourcing our real estate also allowed us to refocus on our core business. We wanted to work with a “property investor/developer” who would offer us the benefit of their technical expertise and their stated ambition in the healthcare ��growth by financing the outfitting and extensions ��<��<��

\��%��9��/��<��<��]^__�%��expert operator. We wanted to find a partner with ��%��2��,/�`��the ideal property investment company. We sold ��]^_]��qz>^{��Icade Santé perfectly answered our wish to have a real partner: we are now working on developing ��%��we expect Icade Santé to help us to optimize our property platform through its expertise in technical areas such as energy consumption.”

A WORD FROM… �5��5��

28

��!�� " / THE WELCOMING CITY

Parc Castelnau-le-Lez Clinic (34) . ��Z��2��=~]@�

3,3�/?�3�&/4�`��%�� ?�;�� +�� ;��#��nursing homes. We then decided that a further opportunity lay in ��#��facilities. This is why we warmly welcomed the proposed partnership ��%��<��%��9��/�\��#��complementary with what we have already applied to our investment ��"��determining factors in our property investment policy. Icade Santé is now showing that it is worthy of all the faith that we put in it.”

29

�5��Z��+ ��X��'$��3))]%(3�$�'�**3%Z�&$%�$�3%&)�8$�6�>��@��'�*� and restaurants, inviting visitors to shop at the water’s edge.

The shopping centre’s glass canopy.

The shopping centre’s esplanade.

+��/��;��=?�@�

The shopping centre’s terraces.

Le Millénaire, designed by the architect Antoine Grumbach, houses ��$�'(%��Q�7�$(3)�<(%%$��(%8��$(��(%��$4$�+�8$&�3*3�%�in an exceptional location at the gateway to North Paris. The site 5(��(833�%())+��&&�*3$8�<+�'$��%�$*��$��(Z(3%�!]%]�(��de Paris and has kept the bricks and warehouses, while blending in the modernity of glass, steel and wood. Its location at the 5($�~�$8Z$��`$��%*�$&$8$%$8�(&&$�'��Z'�(��34$��'�)$�&�%%$&3%Z�3��(�3�43(�'$�U(3%V�$%3�&(%():

Since the start of 2012, the Millénaire shopping centre has <$%$�$8��(&&$��%$5�*�<)3&��(%*��$_�$�$%83%Z��$��)3%$��53'�'$��%��*�)(3�$�(3�%�(%8��*$%3%Z��the T3 with a stop at Porte d’Aubervilliers. These new routes should help to increase visitors to the centre, which numbered more than 6 million in 2012, and continue to raise its revenue. �'$%�'$�'$(8��[&$��'$��3%3��$�8$� )(� ��3&$�(%8��$�)3(�Environnement move to the site and with the construction of new housing programs, more than 20,000 new inhabitants and $�*)�+$$�53))�<$��$383%Z�&)�$��'$�&$%�$�3%�'$�%$��?7+$(�:

30

ICADE / ��

Le Millénaire shopping centre. Aubervilliers (93). Architect: Grumbach.

� �� !�� " / THE WELCOMING CIT Y

TRANSPORT

��1��Z��5�� +��7��K��X��7��5��

�<��5�1(1��+��

��?5��&�� %�� 7��%��[

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ENVIRONMENT

=��{15��+��5��7��7��{��5��*��5��%��5��+5��+��5�+��5��+��+5��5�5��+��5��7��of visitors

=(�{Y��(�{��5��5��5��*��*��5�+�� 5��

X�15��5��`�3®?�� )�33 ,®3X��}��

31

32

@�� 5��*��?��

“The hypermarket has been at the site since it was ��;��]^__�\��'��%��clear and spacious site. Our main customers are the inhabitants of ;��'��_�th�_?th��_^th districts.”

��+�� 5�]%��5��5��

“This centre is perhaps the best in the Paris region. Come here once and you’re bound to come back! It is also a great environment for working in. %��;��]^__�z^��'��the area and inhabitants of Seine-Saint-Denis department. In the past few months visitors to the centre have risen. This is probably due to the new ��$

A WORD FROM… #�5��at Le Millénaire

33

��!�� " / THE WELCOMING CITY

)��*��+�� 5�� “I chose to set up in a shopping centre as it would bring in more customers than in a city ��%��&��<��architecture. ��<��'��who work within the Parc and the inhabitants of neighbouring towns. I believe greatly in the development of the local customer base for the centre’s future.”

,�X��>�5��+��5�<��5 �7��%��

“Setting up in shopping centres is a major avenue for development for Flunch. We believe that they ��#��stream of customers. So why this shopping ��'�� "��<�� \��,��]^_]��~��_^��9��other shops are closed. Our customers are clearly split between two categories: “functional” diners ��z��groups after 4pm and in the evening.”

34 4444443333433344333333344444334333344444333433344443333434444334333444444433333444443333334444443343444 443333334444333333444444Spi West. Lyon (69).

ICADE / ��

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35

��!�� " / THE INNOVATING CITY

Icade assists all of the city’s players with their management of new urban challenges, including adaptation to families’ new living patterns, the integration of seniors and the wish of companies to develop a virtuous environmental approach. This focus on innovation reaches down into '$�4$�+�&��$��3��Z(%3C(3�%:

Tomorrow’s city is being designed today: Icade upholds this conviction in developing an ambitious innovation policy.

This was proven by three areas of innovation in 2012:

��%��K to cater for the increase in dependency, the new living patterns of families and the late departure of children from the parental home, Icade has developed the “Patios liberté®” (%8�� ® concepts.

3�%��%��K the need to reduce energy costs is prompting companies to rethink their property decisions, their living patterns and their pattern of consumption at work. Icade advises them and guides them, notably by helping them to look ahead to the future rollout of the “green lease”, with very positive results in terms of reducing consumption.

��+�%��%��K an innovative company is ()��(�&��*(%+�'(�F%�5�'�5��(F$�*3�%$$�3%Z�8$&33�%:��several years, Icade has pursued a policy of increasing the number of women in its governance bodies, which currently puts it in the vanguard on this issue.

?��<�?0�> /��%��+7��%��+��5��7��%��5��/��5��7��5��+�5�))?® ��%��7��+��%��[/��%��5��7��KLe Beauvaisis at the Pont ��<��3�5��@��;��[/��%��%��%��+�5��%��X��5��5��+��5��7��}+��5��5��5��[

@�7��Always ahead of the environmental regulations. �%��>��&(8$�8$4$)�*$8�%$5��`$��'(�(%3&3*($� and amplify future standards.

��`�3® 0�7��%��+��5?��+�=��In September 2012, Icade and the town of Cergy-Pontoise an-%��%&$8�'$�3Z%3%Z��(� }�® ��<(%��$4$)�*�$%�(Z�$$�$%��%�the operational launch of the “Parc des Closbilles” urban develop-ment project. The aim of this project managed in close collaboration is to create a residential area that is exemplary in terms of sustainable development, and is bold and innovative on the scale of an urban district. The operation proposes unprecedented solutions promot-3%Z�Z$%$�(3�%()�834$�3+>�$%$�Z+�$[&3$%�<�3)83%Z>�$[&3$%�5($��management, environmentally-friendly construction, living comfort, '$�$`$&34$��(%(Z$�$%��*(&$�(%8�'$�3%��8�&3�%��Z�$$%�Z�4$�%(%&$��Z�(�(%$$�$`$&34$�(%8��(3%(<)$��(%(Z$�$%:��'$�$%43��%�$%()�(�<33�%�8$4$)�*$8�<+��&(8$�3��$�$&$8�3%�&$�-3�&(3�%�(%8�)(<$))3%Z�*��Z�(��'$�5'�)$��'$�*��B$&_� }�® ��<(%��$4$)�*�$%>�&$�3�$8�<+��$�34](>��Z$�$%�8]�(�&'$� }�>��[%$�Z3$��z��>� ��(%8�}�()3$):

��&��}�� 5��+��There has been a relationship of trust between Icade and Groupe �3$��$7�7�(&(%&$��$�'(%��+$(�:��'$�&��*(%+�&'�$��$��*�3��[&$�3%�*�$�3$�%$5)+�<�3)�<+��&(8$>� 3%��>�(�'$��%�8$��)(%8�$�3$:��(%+��(�$(�$�&$$83%Z��>��7�2 the !�$%$))$7��)(5��$|�3�$�'$�3Z%3%Z��(��Z�$$%�)$($��(��(%�(�+�1, 2012, the two companies, wishing to improve their environmental performance, decided to get ahead of schedule. An environmental appendix was therefore concluded in 2009. This committed the two companies to conducting an audit of energy and water consump-tion and estimating the building’s waste production. It also required �(**3%Z��'$�<�3)83%Z~�$&'%3&()�$|�3*�$%:��3%())+>�3��$|�3�$8�the implementation of action plans to reduce water and energy consumption and reduce waste production. Three years later, and without any improvement works, the performance achieved is re-markable! Energy and water consumption have been reduced by ��(%8��Q��(%8�5($�*��8�&3�%�<+��:��'3�3�())�8�$��3�*)$�initiatives, such as stopping lighting buildings at night.

The HQE®Y��,�� the town of Cergy for the Closbilles real estate program.

LE PARC DES CLOSBILLES:

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�'(5��+��Q�U

?��<�?0�> ��+��/��5��%��+Q��+��7��U��[15��+�%��+�5��+��}��7��+��/��%��7��5��%��57��+��5�7��+��+��[15��+�%��/��7��7��+�5��%��5��%��7��%��%��5��X��+��5��%��Q+��U��5��[

(1) 401 collective housing units available for purchase, `�� " �� Z��}��residence with 79 housing units, 1 subsidized student residence !��Z^�� Z��!��`*�� #

36

ICADE / ��

Patios liberté®

With the Bihome® and “Patios liberté®” solutions, Icade has become a pioneering player in new residential living patterns for families and seniors.


'��2�� Head of research - Médico-social Division

��5��+��K��7��5��+The ageing of the population, the loss of independence of seniors, (%8�()��'$�'��3%Z�83[&�)3$��<)3Z3%Z�+��%Z�*$�*)$��(+�3%�'$�parental home for longer are, for Icade, all social changes that have a major impact on the way in which residential property is designed. This property must adapt to new ways of living together and make the daily lives of its occupants easier. Two projects started in 2012 *$��$&)+�$�<�8+�'3�($��3%8:��'$��>��(3��)3<$�]®G>��`$��a new generation of housing units/homes that maintain the inde-pendence of their inhabitants while adapting to their needs given reduced mobility.

The second, �� ®, is a housing concept designed to adapt to the changing living patterns of their owners. It consists of a main apartment to which a second living space is added that has its own facilities and is intended to house a loved one or student or to be used for working from home. This space has two entrances: one that gives directly onto the apartment and a second entrance that is completely independent.

1��+��+K/��5�� X��5�5�04

/� 4�%��7�� =,�� ?5�� 5�� 5��5��/��=��%��-%��7��5�0��4��3��?��3��Q043?3U��5�04��5��W��%��5��@��%��%��-��K��X��;��+��+��%��Q15��+��+��+K��7��%��+�%��5��+��U��5�55��/��7�5��5��+� ��?��[ 37

38

15�1'�� 4�� , ,��,��5��Marc Mimram designed the building/ bridge project the Panorama, a 25,000 m2 �� the 13th district of Paris.“The Panorama has four innovative components that coexist in a balanced and consistent way: ��#��component as a building had to be built above ��>��#��structures being organized according to the sun’s ��\��%��#��*��%��condition wasn’t just a constraint but was also able to drive innovation.”

@3W � 4?3)��+��,��5��In designing Le Garance, a mixed property project at the heart of the 20th district of Paris, Brigitte Métra, architect and urban developer, prioritized blending with the urban environment.�\��+�1��it is one of the largest urban mixing projects in Paris ��<��z�^^^�] ��>��*��_?^��Z;�'��^�^^^{�]� ��&�#��#��that permission has been given to build in the city centre above a bus depot with a fuel station. What is remarkable ��&��=��Z;�'�%��'��@��and very constructively together.”

A WORD FROM… #��5��

39


,)�3�� @3,��<�%��5��The partners in the Lyons-based agency AFAA Architecture designed the "Ambre" building, which is a cornerstone of the development of the future Les Girondins business park in the Gerland district.�;�� in relation to its urban setting on one of Lyons’ ��<��\��#��<��#��"��innovative and open spaces. There is a great deal �� of large windows and air-permeable frames.”

ILOT E��%��<��9��=)��&��5��=�� "�� that will soon be built at the Portes de Paris site, in Saint-Denis. One of its unique features is its combining of wood and concrete, through an innovative construction technique.�%��!��#�� ]��^^�]��]��^^��%��#��X��that combines wood and concrete according to new ��\�"��* �� ceilings that therefore have a good ceiling height and also keeps the worksite dry and clean as all of the ��X��it also allows us to reduce the construction time. We ��which isn’t usually done as wood ages. To maintain its �� the whole structure visible.”

13 / 14

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Pushed Slab. ZAC de Rungis. Paris (75). Architect: Winy Maas, MVRDV.

Businesses��

42 / ��/�%��K��%��45 / ��%��K�7�*��+��%��47 / ��%��K��48 / ��*��}+��K��5��5��Q��({U

��/�%��K ��%��The property investment business performed particularly well in 2012 given the subdued economic climate.

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

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�[3X��In 2012, Icade signed 71 new leases, covering nearly ;?>Q��7��z3%&)�83%Z��>��@��($Z3&�($��(%8��$*�$$%3%Z�9��:��3))3�%�3%�'$(8)3%$��$%:��&(8$�therefore achieved commercial success in terms of its main assets delivered and currently being leased.Icade has continued with its rental policy in 2012, which consists of offering its primary tenants the possibility of renewing their leases in order to secure sustained cash flows. This asset management work �$�)$8�3%�'$�3Z%3%Z��?�)$($��;�>;��@:��'$�*)(%�<+�'$��3%3��$�8$�)(��3&$�(%8��$�)3(��set up their offices in the Parc du Millénaire were also &�%�3��$8�3%��:��+��6>�%$5�<�3)83%Z��&'�(�'$�Millénaire 3 should therefore be constructed to host

(�)(�Z$�*��*��3�%��'$�(��(�'$��3%3��$�8$�)(�Justice. This new 32,000 m2 complex, designed by the �$5�"��F��3��z��'%>��$8$�$%��&3($�>�will cater for around 1,600 employees on 7 floors. The project is based on an atrium protected by a glass roof, at the base of which all of the services will be grouped together (lobbies, restaurant, cafeteria, concierge $�43&$�:� �� '(� }�®� (%8� ��® -Excellent &$�3�3&(3�%�(%8�53))�()��<$�)(<$))$8��:An off-plan lease was signed on January 31, 2013 �� '$� 8$)34$�+� �� Q6>��7 �@>� <�3%Z3%Z� �Z$'$�� ())�of Veolia Environnement’s existing sites at the Parc du Millénaire complex, at Porte d’Aubervilliers. Veolia Environnement’s new head office, whose delivery is expected in mid-2016, will provide office space for more than 2,000 people. This building, which meets

42

ICADE / ��

��U��UU�U��U��U�/��3�1]/4&3�1,341

��7��*� ��5��7��5��+��[

OUTER RING

€358 M

PROVINCES

€1,811 M

WESTERN CRESCENT

€1,007 M

LA DÉFENSE

€707 M

PARIS

€1,069 M

GERMANY

€233 M

INNER RING

€1,408 M

T��%��of office assets��(��

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the best sustainable development standards and was 8$3Z%$8�<+� '$�(�&'3$&��3$�(�� $3&'3%Z$��(%8�8$4$)�*$8� <+� �&(8$>� 53))� '(4$� }�®� (%8� ��® certification.

�[ ��%�� In 2012, Icade continued its active policy of disposing of non-strategic assets, including logistics, international and residential property. Icade is stepping up the disposal of its warehouse portfolio and its disposals in Germany and is continuing to sell its residential property so as to focus on two asset portfolios: N�(�*��)3�� ($Z3&�($_��3&$� 3%� '$��(�3�region and business parks in the North East of Paris;N�(�*��)3��()$�%(34$� 3%4$�$%_�&)3%3&�(%8�shopping centres.

Icade’s continued refocusing on office assets is also shown by the disposal of non-strategic assets in the serviced accommodation, residential property and security fields: N�()$�3%��(�&'��&(8$��]38$%&$�U$�43&$>�(� &��*(%+� *$&3()3C3%Z� 3%� �(%(Z3%Z� �8$%�residences;

N�<)�&F�()$��Q�6�'��3%Z��%3�3%��*3%(+V��VU$3%$�(93) and the signing of a promise to buy in January 2013 relating to the block sale of 849 housing units in Sarcelles (95).

([/��7��*�7�� 7��2012 saw the appeal of Icade’s business complexes increase, particularly thanks to the opening of the ��%��*�)(3�$��$��(3�%>��$�3%Z�83�$&�(&&$�to the Parc du Millénaire and the Parc des Portes de Paris. The extending of the T3 tramway line to Porte d’Aubervilliers also brings the parks’ residents to within a few minutes of the station. In 2015, the opening of the new RER E station serving Porte d’Aubervilliers and the extending of metro line 12 by 2017 will make the Parcs du Millénaire and Portes de Paris even easier to access.

43

Veolia. Aubervilliers (93) Architect: Dietmar Feichtinger.

#[`��5��K��7�� 7��%��Since it was created in 2007, Icade Santé has become '$� ��$%&'� �(�F$� )$(8$�� 3%� '$()'&(�$� *��*$�+�investment with 55 facilities managed by the 7 most *�$3Z3��*$�(��>�5��'��$�'(%�9�:;�<3))3�%� in assets. At the start of 2012, Icade opened up its subsidiary Icade Santé to investment in the amount of 9�6�7�3))3�%�<+�3%3�3�%()�3%4$��3%&)�83%Z��]83��Z�3&�)$��(%&$�(%8��(�3<(��(�83�:

A further capital increase in the fourth quarter of �� Z$%$�($8� (%� (8833�%()� 9�� 3))3�%� ��its existing shareholders and a new institutional investor, Groupe Macif. These successful operations involving such solid investors prove the success of this development.This diversification offers Icade a large cash flow that can be used to finance new business park developments.

�%��>��()�(&|�333�%�&(�$��9?��3))3�%�(%8�included the acquisition of 11 healthcare facilities. �'$$�($�z�;?>��7��V��>��<$8��(�$��<B$&�to firm leases of 12 years, signed with the operators Médi-Partenaires (the 3rd largest group of private '�*3()�3%��(%&$>��*$�(3%Z��$�'(%��6�&)3%3&�>��$83&3�(%8��)3%3*�)$:��'$$��(%(&3�%�())�5��&(8$�to continue its development and diversification based on rental in the healthcare sector.

These new acquisitions form part of the investment strategy that Icade is operating in the healthcare sector (a strategy of building up an attractive portfolio in terms of net yield, with several operators and therefore with enough diversification to limit rental risk). The acquisitions also complete Icade’s nationwide coverage, with a total portfolio of 9,600 <$8�(%8�(��)��(�$(��%$(�)+�;��>��@:

N[?��5��The combining of Icade and Silic, planned for 2012, is subject to legal proceedings that are delaying its completion. Preparations were nevertheless made in ��'$��$��Z(%3C(3�%>�53'�'$�(��3%Z��U3)3&~�&'(3��(%'3*�<+��(3$�8$��]*��(%8�'$�'�)83%Z��Q�$(��%�'$��(�8��3�$&��<+��&(8$:�The effective combining of Icade and Silic opens up '$�*$�*$&34$��(%�$%3+�53'�%$(�)+�9��<3))3�%��($>�(��%8��5'3&'�(�$�(&&��%$8� ��<+�business parks and offices.

44

ICADE / ��

��%��K �7�*��+�� %��Given the uncertainties over what will replace the current tax measures (such as the Scellier law), in 2012 the property development businesses continued to refocus their residential activity on block sales.

��U��UU�U��U��U�/��3�1]�3&3@��,341

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

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��$&$�<$��?�>��>��$$�4(3�%��8�(�Q>?�Q�housing units and plots (including 2,000 block hous-ing unit reservations by institutional lessors, in other 5��8�%$(�)+�Q��$$�4(3�%�:This performance validates a model built on two pillars:- a selective policy consisting of maintaining margins

rather than revenue when an operation is launched, by raising the bar ever higher for pre-letting require-�$%�z��6��

- a lower share of individual buyers/investors in the &)3$%�*��)3��z?��%�(4$�(Z$��&(8$�:

U()$��V3�$�<�+$��%$4$�'$)$��$�(3%�(�'$�heart of Icade’s development activity. It is developing operations dedicated to these clients.

As the result of a prudent pre-letting policy, 5,697 resi-dential properties and building plots were let during 2012 compared with 6,874 in 2011.�'$�<(&F)�Z�'(��3$%��9�>��;:��3))3�%�3%��9�>��:��3))3�%�3%��>��$*�$$%3%Z�(�6:��3%&�$($:

45

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OFFICES AND SHOPS:

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HEALTHCARE FACILITIES:

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The property portfolio of housing units and building *)�� 3� ;>�;6� *)�� z�>�?6� *)�� (� �$&$�<$�� ?�>��53'�*�$%3()��$4$%�$�$3�($8�(�9�:��<3))3�%�z&��*(�$8�53'�9�:��<3))3�%�(��$&$�<$��?�>��>�(%��:6��3%&�$($�3%�4()�$�&��*(�$8�53'��$&$�<$��31, 2011. Production under development represents approximately 2 years’ activity.

?��%��In an uncertain economic environment the market is proving resilient, but is becoming very selective and concentrated on the best assets.

��3&$�($�(%8�'�*_�Against this backdrop, Icade nonetheless continued its efforts, signing the following contracts:- Joinville (94): off-plan sale of the Urbagreen building

3%��$�$)8'(4$�z��>�6��@��3&$�*(&$��%�5'3&'�work began in the first half of 2012 ;

- Nantes (44): off-plan sale of the Le Viviani building z�>�;��@��3&$�*(&$��'$��3+��(%$�(%8�the Conseil Général;

- Guyancourt (78): off-plan sale of the Start building z?�>�Q�7�@��3&$�*(&$��U��

- Paris 19th: off-plan sale of the office part of the Paris ��8V��*��B$&�(%8�B�3%�8$4$)�*�$%�53'��(�3<(�z�;>��@�:

In the Shops business note:V��'$�)(�%&'��83$��'$��*(&$��&](%�&��*)$��

*��B$&�3%�U(3%V�$%3�3%��(��]�%3�%�

- the active marketing of the floor space with the 3Z%3%Z� �� '$� �)$�� (*$)$$� '�**3%Z� &$%�$~�cinemas in Marseilles.

Public and healthcare amenities:In terms of large projects, Icade won the request for |��(3�%��'$��*(&$��&](%��<(%�*��B$&�3%�U��$%3�8$��(��]�%3�%�z�?>��@��'��3%Z��%3>�shops, offices, hotels and public amenities) and signed the concession agreement in May 2012;In PPPs, the large Cité Sanitaire project in Saint �(C(3�$� 5(� 8$)34$�$8� �%� &'$8�)$� 3%� $(�)+� ��:��F� �%� '$� �(�3� C��>� 5'3&'� 53))� <$� 8$)34$�$8� 3%��Q>� &�%3%�$8� (&&��83%Z� �� &'$8�)$:� �5$4$�>�the Campus university projects due to be launched in 2012 are subject to an audit moratorium imposed by the Ministry.

�%� $()'&(�$>�(%8�8$*3$�'$�)�58�5%�3%�'�*3()�funding, large hospital projects continued on &'$8�)$�z��)](%>��%F$�|�$>��$)�%>��3%$V�V�3�$>��V8$V��(%&$�(%8��](�:�In 2012, Icade continued its strong growth in the medical-social sector and residential assistance for seniors with the signing of nursing home development &�%�(&_��$� (4�$>�UV�(C(3�$>��%Z��) �$�(%8��z�$*:��(�$�'$�)(�Z$�*��B$&:�

46

ICADE / ��

��%��K ��The service businesses were expanded this year with the creation of Icade Asset Management.

Tour FirstLa Défense (92)

�%��'$�U$�43&$�83433�%��$��&�$8��%�'$��[&$�<�3%$�)3%$�(%8��%��(B��3%3�3�%()�&)3$%:� $%&$�the sale in March 2012 of the serviced accommoda-tion activity, for instance, allowed the business to concentrate on two central business lines: property management and consultancy.

��+��Through its property management business line, Icade provides the operational management of real estate assets for its clients.- Management agents for commercial properties:

�&(8$� '(%8)$� ())� �� '$� $&'%3&()>� �%(%&3()>� (%8�environmental issues relating to its clients’ as-sets. The management agent activity represented �>Q��>��7�@�3%��:

V��*$�+�($��(%(Z$�$%_��&(8$��(�3�3C$�'$��$%()>�$&'%3&()>��%(%&3()>�(8�3%3�(34$>�)$Z()�(%8�accounting management of its clients’ assets na-tionwide. The property asset management activity �$*�$$%$8��>66�>��@�3%��:

�4$�())>� '$�*��*$�+��(%(Z$�$%�<�3%$�8$()�with 4,200,000 m2 of assets under management, 3%&)�83%Z�6��>��@�(��(��]�$%$�z��3�O��(%F)3%�>�3%��:

?��&(8$� �`$�� (� *��*$�+� &�%�)(%&+� (**��(&'� '(�combines strategic and implementation aspects, easier decision-making and long-term assistance for its clients, who include investors, public and private �*$�(��>��%()��$�>�(%8��&3()�'��3%Z�(%8�&��$�-cial operators. Icade works with public and private key accounts on large-scale and increasingly complex pro-B$&�(%8�'(�8$4$)�*$8�*$&3�&�F3))�3%�'$�(%()+3>�restructuring and processing of property information. In 2011, Icade expanded its services by incorporating asset management for third-parties. Several contracts were signed by Icade Asset Management in the course �� 3&$� <�3)83%Z� �&'� (� '$� �(��(%>� Liberté II, and a building on rue de l’Université with a %$��(�$(��%$(�)+��>��@:�

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47

��*��}+��K��5��5��Q��({U��%��&(8$~� �$4$%�$� 5(� 9�>Q��:?� �3))3�%� (� �$&$�<$�� ?�>� ��&��*(�$8�53'�9�>Q��:�7�3))3�%�(��$&$�<$��?�>��:

�&(8$~�&�%�)38($8��$4$%�$�(��$&$�<$��?�>��<�$(F�8�5%�(��))�5_��:;��*$�+��%4$�$%>�;�:Q��*$�+��$4$)�*�$%>�Q:��U$�43&$�(%8�z�:?��'$��(&3433$:

�$4$%�$� �� &��$�&3()� ($� 3%&�$($8� <+� ��:Q�� 4$��$&$�<$��?�>��>�(%83%Z�(�9?;;:�7�3))3�%�(��$&$�<$��?�>�2012. This growth comes mainly from structure effects (acquisitions of healthcare assets, deliveries of office and shopping centre assets), as well as from letting in 2011 and 2012.

�'$��$4$%�$��'$��*$�+��$4$)�*�$%�83433�%�(��$&$�<$��?�>��5(�8�5%�9?6:��3))3�%�&��*(�$8�53'�'$�(�$�*$�3�8�3%� ��>� 3%&)�83%Z� 9;�:;� �3))3�%� �� '$� �$38$%3()� ��*$�+��$4$)�*�$%�<�3%$>��(3%)+�8�$��(�6:��())�3%�'$�%��<$��*)��8$4$)�*$8�&��*(�$8�53'��$&$�<$��?�>��>�(%8��$�<+�(�9Q6:��3))3�%�3%&�$($�3%�'$��$�&3()��*$�+��$4$)�*�$%�business following the launch in the first half of 2012 of new development projects.

�'$�U$�43&$�83433�%~��%�4$��5(�8�5%�9Q�:;��3))3�%�&��*(�$8�53'� �$&$�<$�� ?�>� ��>� �(3%)+� 8�$� �� '$� 83*�()� �� 8$%��$38$%&$��(%(Z$�$%�(&3433$�3%��(%&$�(%8�U*(3%�3%��(%8�$(�)+��z)��$4$%�$��9Q�:��3))3�%�:�

EBITDA�'$��&(�$��9?�Q:6��3))3�%�(��$&$�<$��?�>��>�(��**�$8��9?66:6��3))3�%�(�'$�(�$�8($�3%��:��'3�<�$(F�8�5%�(��))�5_��Q:��*$�+��%4$�$%>��;:��*$�+��$4$)�*�$%>��:Q��U$�43&$�(%8�z?:?��'$��(&3433$:

�'$��$4$%�$��(3��'$��*$�+��%4$�$%�83433�%�5(��:��(��$&$�<$��?�>��>�4$��;�:;��(��$&$�<$��?�>��:�This improvement is the result of the increase in the percentage �� &��$�&3()� ($>� 5'�$� ��O�$4$%�$� ��8� (� �Q:?�� (��$&$�<$��?�>��:�

�'$��6:��())�3%�'$��'$��*$�+��$4$)�*�$%��3433�%�3�explained by the booking of significant cost overruns relating to the 8$4$)�*�$%�5��F��%�'$��*��B$&�z�$*�$$%3%Z�9;:?��3))3�%��(%8�(�9Q:��3))3�%��$8�&3�%�3%�'$��$38$%3()��*$�+��$4$)�*�$%�<�3%$~�&�%�3<�3�%��<$5$$%��(%8��:

�'$�U$�43&$�83433�%~��(��$&$�<$��?�>��$))�<+�6�:Q��4$��$&$�<$��?�>��:��'$�&�%�3<�3�%��(7�$&$�<$��31, 2011 of the companies disposed of in 2011 and 2012 represented 9Q:Q��3))3�%:

4��5��In line with its announcement when the 2011 results were published, Icade achieved double-digit growth in its net current cash flow in ��:��'3�3%&�$($8�<+��:67��9�6�:Q��3))3�%�(��$&$�<$��?�>�2012, further illustrating the strength of Icade’s model.

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Property Investment

Property Development Services

Others (Icade SA and intra-group inter-business line).

Property Investment

Property Development Services

Others (Icade SA and intra-group inter-business line).

400

1,071

63

(34)

364

1,106

110

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323

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287

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48

ICADE / ��

49

This performance is mainly due to the growth of the Commercial Property Investment business related to commercial successes in 2011 and 2012 and a significant increase in the volume of investments in the healthcare sector in 2011 and 2012 (combined �()��9;��3))3�%�:��'$�3%&�$($8��3%(%&3()�$�*$%$�&(%��(3%)+�be explained by the rise in the financial debt due to the financing of investments, partially offset by the fall in the average cost of debt. The fall in the current tax liabilities is mainly related to the fall in the (�(<)$�3%&��$��'$��$�&3()��*$�+��$4$)�*�$%��3433�%:

NAV�&(8$~�($�&��$��9�>�Q�:;��3))3�%�$�&)�83%Z�8�3$>�&��*(�$8�53'�9�>;�;:?��3))3�%�(�'$�$%8��>�3:$:�(�&'(%Z$��9��:Q7�3))3�%��4$��z��:��:��'3�4()�(3�%��%)+�3%&��*��($�'$�$&��$�(%8�funded share of the business parks’ development potential. At constant structure, the value of the commercial assets drops by �:��>�8�$�%�(<)+��'$�4()�$�(8B��$%��'$��} �:�

�� $&$�<$�� ?�>� ��>� '$� �� 3%Z)$� %$� ($� 4()�$� 5(�9Q>?��:;��3))3�%>� 3:$:��Q:;�$��*$��'(�$>�8�5%�?:��&��*(�$8�53'��$&$�<$��?�>��>�(%8�'$��3*)$�%$�($�4()�$�5(�9Q>��:��3))3�%>�3:$:��:;�$��*$��'(�$>�8�5%�?:��&��*(�$8�53'��$&$�<$��?�>��:�

Debt��$&$�<$��?�>��>��&(8$~�%$�8$<��8�(�9�>;�6:Q��3))3�%�z&��*(�$8�53'�9�>��:��3))3�%�(��$&$�<$��?�>��:��%��>�Icade increased its laibilities with:

V��'$�3Z%3%Z��(�&)�<�8$()��9�>66��3))3�%�$�� 3%� ��)+��>�divided into three tranches. This financing structure, in line with the profile of the future Icade/Silic combined entity, has enabled Icade to streamline its debt repayment schedule, while extending the average maturity of its debt and strengthening its financial structure.

V��'$�3Z%3%Z�3%��$&$�<$��(��V+$(��Z(Z$�)�(%�(Z(3%�3��(�&�8��%�8$��)(%8�$>�8$��%�(3%Z�'$�(**$()��<�3%$�*(�F:� �'3� �(3$8� 9�� 3))3�%� �� (� )$(83%Z� �(�F$� 3%��$�>�extending the average maturity of Icade’s debt by six months and confirming the Group’s desire to diversify its funding sources.

V��'$�9?��3))3�%�'(�$�&(*3()�3%&�$($�&(��3$8��<($8��%�'$�NAV by leading institutional investors in Icade Santé.

�&(8$~��3%(%&3()��&��$�3��)38�53'�(�(<)$��(3��?�:��(%8�no covenant-related issues.

��{��[�{

C5��+��5��%�� (in millions of euros, excluding duties)

HealthProperty assets Non-Strategic

Business parks

OfficesFrance

Shops and shopping centres:

(2) Buildings valued at their appraisal value.

1,000

830

370

1,416

2,513

��

'��$Q�U

Stra

tegi

c an

d A

ltern

ativ

e 84

%

864

1,317

437

1,542

2,567

��

'!�!Q�U

Stra

tegi

c an

d A

ltern

ativ

e 87

%

��

1,570

1,725

442

687

2,426

'��N�Q�U

Stra

tegi

c an

d A

ltern

ativ

e 90

%

N��5��(in millions of euros)(1)

(1) IFRS data restated in 2010 for non-recurring measures relating to the disposal of residential property (€15 million)

��

�N�

��(

�$��[N{

��U��UU�U��U��U�/��^3]</W0�3�

53 / ,��+��?��54 / The Board of Directors56 / @�%��+��+��/��58 / ��[[[#��

=��@��<��@��]��<��X{��<��=�<@��{��=��=�{��{��=��]��=��{#

1�� 7��

Icade’s Governance team

�'$�3��$�<$��&(8$~��$&�34$��3$$7(�$�5$))VF%�5%�3%�'$�$&��>�(%87())7'(4$�'$�$�*$�3$%&$>�*��$3�%()3��(%87F3))�

required for Icade’s expansion.

�[4��5��5�Z, �� "�;��

legal matters and IT and head of the Property Services division;

�[��+�W�>�7��*�, Chairman and Chief Executive

�� "��

([,��)��, Head of key accounts, institutional relations

and communications;

#[?��@��, Head of human

resources;

N[`��%;,��, Head of the Property

Development division;

'[��)�+5��, Head of the Commercial

Property Investment division and international business.

�[ ([�[

6.5.#[

52

ICADE / ��

53

��U��">��U��U��">��O MANAGEMENT COMMITTEES

,��+��?��

15�3X��%�?��

The Executive Committee meets every week to address matters relating to Icade’s �3%(%&$>� ��Z(%3C(3�%>� &)3$%� (%8� (��:�It also systematically reviews ongoing projects.

15�?��?��

The Coordination Committee is a cross-business body working alongside the Executive Committee. This committee is a thinktank and a forum for discussions, proposals and for the bottom-up and top-down information sharing. It meets 4 times a year and for a 2-day annual seminar.

The Coordination Committee meets to dis-cuss the Company’s strategy and guidelines, developments in operational activities, busi-ness acquisitions and disposals and syner-gies between companies within the Group.

15�?��?��

The Commitments Committee is respon-sible for examining and giving its opinion on all of the investment and divestment commitments of Icade and its subsidiaries, 5'$'$��%��`�'$�!��*�<()(%&$�'$$:�It meets twice a month and whenever cir-cumstances dictate.

15��*��?��5<�� <��+?��

�'$��3F>��($>��('��)�5�(%8��3%(%&3%Z�Committee is responsible for studying the Company’s refinancing and rate-risk hedging policy and relations with banks (%8��%(%&3()��(�F$�*)(+$�>�(%8�8$&383%Z�upon them. It is responsible for monitoring asset/liability management, allocation of the company’s resources and market risks in the event of investment (credit, interest rate, etc.). It also monitors macroeconomic indicators and market factors affecting �&(8$~�<�3%$�$&��(�5$))�(�'$��%(%-cial activity indicators of Icade’s cash and debt sectors. It meets once a month.

15�/��?��

The role of the Information Systems Com-mittee is to assess the utility of the various subsidiaries’ key projects involving the development or creation of business and �%(%&3()�(**)3&(3�%�(%8�'$�3%$Z�(3�%��these applications in order to have a coher-ent overview of the information system. It meets at least once a year and as often as necessary during the year.

15�,��*��+?��

The cross-business Marketing Committees meets twice monthly, bringing together members from all of the business lines (%8� �&(8$~� �$+� �&&��%� �$*(��$%� ��examine:��'$� (**��(&'$� �(8$� �� F$+� (&&��%�

(including CAC 40 companies),��'$�3%33(34$�(�Z$3%Z�*�$%3()��$��

rental assets,

��'$��)��F� ��&��$%�&��$�&3()�property development activities.

This Marketing Committee is chaired by U$�Z$�!�C+<�5F3:

��7��%��?��

�'$�U�(3%(<)$��$4$)�*�$%��3$$�is tasked with steering the Group’s sus-tainable development policy, ensuring its appropriation by the operating teams and that the policy keeps pace with market de-velopments. It coordinates the monitoring of the Group’s program of sustainable devel-opment initiatives, reviews its progress every six months and looks at related indicators. It manages forward-looking studies aimed at gaining a better understanding of custom-ers’ sustainable development expectations and needs and of foreseeable changes to regulatory frameworks. It oversees the run-ning of demonstration projects and makes recommendations with regard to priority training programs. It holds five meetings per year.

15�`��?��

�'$� ��(%��$��&$��3$$��())+�meets every two weeks to discuss human resources matters within the Group and particularly the monitoring of major cur-rent projects, information about current transfers, recruitment, legislation and legal aspects, training and the introduction and monitoring of procedures.

�N��'��5��

��+�W�>�7��*�, Chairman and Chief Executive Officer

Antoine W��=W��%��, Deputy Managing Director, Caisse des Dépôts

Christian Bouvier Benoît Faure-Jarrosson, Financial analyst and independent director

4��5��W��, Director of banking and trust services, Caisse des Dépôts

15��<��W��

Independent director

��%��,��, Chief Financial Officer, Caisse des Dépôts

9��=��<��+��, Chairman of the Board of Directors, CNP Assurances

��, Deputy Managing Director, Réseau Ferré de France

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

?;��7�+��, Head of Group Strategy and M&A, Groupama, and independent director

Marie-Christine @��7��, Management control director, France Telecom/Orange Group, and independent director

��%��, Vice Chairman, Morgan Stanley Real Investing, and independent director

?;��, Head of the property, forests, capital investment and financial holdings portfolio ��]�� "�Caisse des Dépôts

��7��5��, Director of Development, subsidiaries and holdings, Caisse des Dépôts

54

ICADE / ��

The Board of Directors

��U��">��U��U��">��O 1`3)� ��<�/�3?1��

�'$��(�8��3�$&��8$&38$��%��&(8$~�business strategies and ensures that they are implemented. Subject to the powers expressly reserved for shareholders’ meet-ings and within the limit of the corporate purpose, it addresses all questions relating to the due and proper functioning of Icade and settles matters concerning it through its 8$)3<$�(3�%:��'$��(�8��3�$&��$$�at least twice a year and whenever required 3%� '$�&��*��($� 3%$�$:� �&(8$~��(�8��3�$&��$�$3Z'�3�$�3%��:

)��

�'$� ��(�8� �� 3�$&�� '(� &�$($8� '�$$�specialist committees to support its work. The committees have a consultative role and perform their role under the responsibility ��'$��(�8��3�$&��3%�'$��$)8�53'3%�their remit. The committees are composed ��<$5$$%�'�$$�(%8��4$�*$�*)$>�&'�$%�<+�'$��(�8��3�$&��(��%Z�3��$�-bers; for the Audit, Risk Management and U�(3%(<)$��$4$)�*�$%��3$$>�5�Vthirds of the members must be independent directors; the Appointments and Remunera-tion Committee must be composed of a ma-jority of independent directors. Members are appointed in a personal capacity and cannot be represented by proxy.

��+��/�%��?��

�3��4�/)/@/1/3�K The Strategy and Investment Committee is responsible for examining any company investment or 834$�$%�*��B$&�$�&$$83%Z�96��3))3�%�(including property development projects) and any acquisitions or investment dispos-()�$�&$$83%Z�9?��3))3�%:� ��$�(�3%$�'$�organic growth policy and the Group poli-&3$�&�%38$�$8��<$��($Z3&�<+�'$��(�8��3�$&��:

,3,)3��KThe members of the Strategy and Investment Committee are: Serge Gr-C+<�5F3� z�'(3��(%�>� �'�33(%� ��43$�>��$(%V�(�)��(�Z��$��)343$��8$��)*3|�$�z3%-dependent director) and Céline Scemama.

��?��

�3��4�/)/@/1/3�K The Appointments and Remuneration Committee is respon-sible for assessing applications for the (**�3%�$%��&��*��($��[&$��(%8��making suggestions as regards their remu-neration. It is involved in establishing the ��*(%+~�$�*)�+$$�*��V'(�3%Z�*�)3&+�and for making suggestions on decisions to grant subscription and/or purchase options for the Company’s shares to all or some of the employees and on the free allocation of shares.

,3,)3��K The members of the Appoint-ment and Remuneration Committee are: �%�3%$�!�$V!�(3%43))$�z�'(3��(%�>��$%�¡��($�z3%8$*$%8$%�83�$&��(%8��)343$��8$�Poulpiquet (independent director).

15� ��*,��+��7��%��?��

�3��4�/)/@/1/3�K The Audit, Risk Man-(Z$�$%� (%8� U�(3%(<)$� �$4$)�*�$%�Committee is responsible for ensuring the accuracy and truthfulness of Icade’s annual (%8�&�%�)38($8��%(%&3()�($�$%�(%8�the quality of its internal auditing and the information provided to shareholders and to '$��(�F$:��($$�3Z%3�&(%��3F�(%8�ensures compliance with the individual and collective values on which Icade’s activity is

based and with the rules of conduct that all of its employees must apply. Among these 4()�$� (�$� �&(8$~� *$&3�&� �$*�%3<3)33$�as regards protecting and improving the environment and sustainable development.

,3,)3��K The members of the Audit, Risk �(%(Z$�$%�(%8�U�(3%(<)$��$4$)�*�$%��3$$� (�$_� �$%�¡� �(��$V�(��%�(Chairman and independent director), Marie-Christine Lambert (independent director) and Sabine Schimel.

?��<�?0�> /��+��5��5��+��[ Y��5#${��N��{��/��5��+��7��7��*��[

,��<��5��7��+��+�%��7��5��)��[15�?��;=\��+��9��%��5��5��*��{��+��7��7��#��#�{7��![ �/��5��%��('{��5��N��5�)��+��[

55

@�%��+��+��/�� 5�$�$�*)(�+�(�&��*(%+�3�&(%�<$��$(��$8�(<�4$�())�'��Z'� the commitment of its employees to sharing the responsibilities and convictions that give the company’s activities their meaning.Icade daily undertakes to train, inform, develop skills and promote equal opportunities between the 1,712 men and women that make up its dynamic pool of talent.

1� /4/4W��W� ,

Contributing to the Group’s performance by developing our employees’ skills.

��$� �� &'(%Z$� 3%� '$� *��$3�%()� $%43��%�$%>� '$� *$��-mance logic and adaptation to the market, the professional skills and practices of Icade’s employees require constant adjusting. To achieve this end, Icade has implemented a training policy open to all of its employees, determined based on the summary of '$�(%%�()�$�*)�+$$�(**�(3()�53'�'$3��(%(Z$��(%8�( �̀�$43$5�<+�'$��(%(Z$�$%:��%��>��:;��$�*)�+$$�'(8�appraisals. This is an opportunity for discussion and sharing used ��($�F3))>�8$�%$��(3%3%Z�%$$8>�&�%�)38($�&(�$$��8$4$)�*-ment wishes and also promote transfers within the Group.

�%�(8833�%��'$�3%83438�()��(3%3%Z��`$�$8��8$$*$%�(%8�3%-crease professional expertise, common training given to all of the Group’s subsidiaries has been rolled out to create a shared culture, particularly when it comes to client relations, the management relationship and sustainable development.

3�0 @/1]/41`3Y��^�@ ?3

Icade strives to maintain a balance between the work and home life of its employees through measures such as the possibility of part-time work, the maintaining of an employee’s salary when he 3��%�*($�%()�)$(4$�(%8�'$��Z(%3C(3�%��&(�$$��3%$�43$5��employees going on maternity/paternity leave.

In 2012, based on a report comparing the situation of men and women within the company, Icade began in-depth work with �%3�%��Z(%3C(3�%�3%��8$��38$%3�+�(4$%�$��3�*��4$�$%�in favor of gender equality.

This work has led to the reinforcing of the monitoring indicators 8$�%$8� (%8� '$� 3%��8�&3�%� �� (� %��<$�� $(��$� (%8�precise targets in terms of recruitment, professional training and &(�$$��8$4$)�*�$%:��%�'$$�<($>�(�%$5�(&3�%�*)(%�'(�<$$%�8$�%$8�(%8�53))�<$��))$8��'��Z'��?:�

?��<�?0�

> /��5��%��5�5��7��%��+��7��+�?��5��%��%��5��[@�7��5��5��5�5��/��%��[

56

ICADE / ��

1`3, 4 W3,341�3@ 1/�4�`/��3<3�34?3�]�13,

The management relationship reference system is the result of collaborative work led for several months by the members of Icade’s Coordination Committee. It compiles the human and 3%$�*$��%()�|�()33$�'(�(�$�43()��(%�$`$&34$��(%(Z$�:�

DISABILITY POLICY AND MISSION HANDICAP

Icade’s policy for disabled workers is designed to help employees gain recognition of their disabled worker status and develop partnerships with disability-friendly companies.

2012 saw the signing of a 3-year agreement with representative union bodies based on the main areas described below:

>��$83&(3%Z� '��(%� (%8� �%(%&3()� �$��&$� �� '$� 83(<3)3+�*�)3&+>�*(�3&�)(�)+� 3%&)�83%Z�'$�(**�3%�$%��(��3(<3)3+V�34$�3+��(%(Z$�>

> Taking measures to ensure that a greater allowance is made for disability in the professional and private life of employees, such as CESUs (personal services payment vouchers) for the disabled, the possibility of working part time and working from '��$�(%8��$�3<)$�5��F�'��>

> Creating a dedicated information area on Icade’s intranet site, which is available to all employees and is regularly updated with new content.

> Continuing with disability communication and awareness-raising initiatives in the Paris region and beyond, such as send-ing all employees the booklet presenting the measures signed as part of the new agreement, the signing up of managers to '$��(3%3%Z�*��Z�(��."��z�*$%3%Z��*�to disability) and communication surrounding the paralympic games in London including a photo exhibition,

>��$4$)�*3%Z� �$(��$� �� 3%&�$($� �$&��3�$%>� *(�3&�)(�)+�through work-study or traineeship contracts with higher edu-cation institutions providing training in Icade’s business areas and with dedicated associations (such as Tremplin and the �$8$$'�z83(<)$8��8$%�(�&3(3�%�>

> Expanding the partnership with disability-friendly companies. ��3%(%&$>�'$��.��"#��/��Handicapées�z�$$F��'$��*)�+�$%��3(<)$8��$�*)$��was dedicated to developing sub-contracting with this sector.

TEAM DYNAMIC

VISION AND SENSE OF SHARING

FULFILMENT THROUGH SUCCESS INTERPERSONAL

SKILLS

CONFIDENCE

THE MANAGERIAL RELATIONSHIP

57

58

W��1�>��,�� Asset manager

�9��%��%��#��from one training course a year on average. ��"��particularly the training course on Client Z��G��$��'��that allow us to move forward in our activities while being consistent with our company’s ��%��#��$��has proven to be very useful in my work as an asset manager: a concise training course that allows you to learn about and factor in the latest regulations and keep in step with a constantly changing sector.”

,�+��,�5�� Deputy managing director, service division

“We have worked collectively with the coordination committee to produce a management relationship reference system. %��#��their skills and resolved to reach targets through good management of their resources.!"��certain standard of conduct and good interpersonal skills. They persuade employees to follow a vision that brings meaning through mastery of the collective ��"��the company’s targets. This reference system was sent ��#��management relationship.”

A WORD FROM... #��

��U��">��U��U��">��O Y��<��,[[[#3,�@�]33�

Corinne Notarianni IT project manager in the Information System Department

�%��%��_?�� %��1�� suggested that I register as a Disabled Worker. ��%��#��for my hearing aids and my work station was ��*��and possibility of working from home for part of the week. Working from home means that I don’t have ��which is tiring for me as I live a long way from �� $��for Icade and for myself as I now have fewer ��"��;��%�� \��%��$

?5��+��=��%�� Head of labor relations

“The place of women is a major issue for Icade. Since the end �]^__��<��the workplace by introducing an action plan notably designed to facilitate a balance between work and home life. At the ��]^_]��%��work with union organizations in order to identify avenues for improvement and reinforce measures already taken in favor ��<��]^_��;��"��society operates in general. We believe that it is possible to ��*��#��]^_��within the company is perceived. This is a simple but practical ��$

59

13 / 14

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Le Viviani. Nantes (44). Architects: Beal et Blanckaert

<�+�� *��AT DECEMBER 31, 2012

/��7��5��(��$&$�<$��?�>��

(in millions of euros) (�_��_�� (�_��_��

��%�� #$$[( ��#$�[�

EBITDA (�#[N (NN[N

��0�� 12$3�0 14$5�0

�$*�$&3(3�%�&'(�Z$�%$��3%4$�$%�Z�(% (176.8) (148.6)

Charges and reversals related to impairment losses on tangible, financial and other current assets (87.2) (32.3)

Net income from disposals 80.8 63.7

4��+�� [� �(�[(

��0�� 64$7�0 63$8�0

<�� Q��['U Q$![�UIncome tax (37.2) (44.1)

4�� '�[! $�[�

W�� N�[! $([�

4��5�� N�[# ��([N

��5��K

�� 26�9:2�853 26�3:2�342

�� ;6$81 ;6$58

!�� ;7$53 ;7$41

62

ICADE / ��

ASSETS (in millions of euros) (�_��_�� (�_��_��

Goodwill 77.2 79.7

Net intangible assets 5.8 7.3

Net property, plant and equipment 121.5 129.4

Net investment property 4,820.4 4,878.1

Non-current securities available for sale 2.5 2.7

Equity-accounted securities 0.0 1.3

Other non-current financial assets 5.1 9.8

Deferred tax assets 14.8 20.9

1�1 @4�4=?0��341 ��31� N��#![( N��$[�

Inventories and work-in-progress 692.3 628.4

Trade receivables 584.2 516.5

Amounts due from customers (building contracts and off-plan sales) 18.8 22.1

Tax receivables 10.5 6.9

Miscellaneous receivables 383.0 424.6

Current securities available for sale 0.8 0.1

Other current financial assets 407.6 38.3

Cash and cash equivalents 443.6 414.3

Assets held for sale 214.9 99.4

1�1 @?0��341 ��31� ��!NN[' ��N�['

TOTAL ASSETS !��[$ !��!$[�

LIABILITIES (in millions of euros) (�_��_�� (�_��_��

Group capital and reserves 2,652.9 2,738.3

Minority interests 310.7 1.7

? �/1 @ 4��3�3�&3� ��$'([' ��!#�[�

Non-current provisions 42.5 42.3

Non-current financial debt 2,878.4 2,575.3

Tax payable 3.4 0.0

Deferred tax payable 9.6 9.2

Other non-current liabilities 219.8 188.2

1�1 @4�4=?0��341@/ )/@/1/3� (��N([! ��#[$

Current provisions 16.8 22.6

Current financial accounts payable 510.6 423.9

Tax payable 7.2 20.0

Trade payables 550.2 498.8

Amounts due to customers (building contracts and off-plan sales) 8.1 1.1

Miscellaneous current payables 549.6 657.5

Other current financial liabilities 18.1 11.4

Liabilities intended for sale 25.0 89.6

1�1 @?0��341@/ )/@/1/3� ��'�N[' ��!�#[$

1�1 @@/ )/@/1/3��? �/1 @ 4��3�3�&3� !��[$ !��!$[�

63

NAV

(in millions of euros)(�_��_�� (�_�'_�� (�_��_��

?5��+��_��

Q��%��U

?5��+��_��

Q��{U

Net single EPRA NAV Group share 4,399.7 4,400.8 4,508.3 (108.6) (2.4)%

Net single EPRA NAV per share (Group share - fully diluted in €) 84.7 84.9 87.5 (2.8) (3.1)%

Net triple EPRA NAV Group share 4,190.1 4,188.7 4,312.5 (122.4) (2.8)%

4��3�� 4 &��5��QW��5��=��"U ��[! ��[� �([! Q([�U Q(['U{

(in millions of euros) (�_��_�� (�_�'_�� (�_��_��?5��+�

��_��Q��%��U

?5��+��_��

Q��{U

Net financial debt 2,725.4 2,666.6 2,690.9 + 34.5 + 1.3%

Appraisal value of Property Investment Division Portfolio 6,849.7 6,756.6 6,727.3 + 122.4 + 1.8 %

@��%��Q@1&U ($[�{ ($[N{ #�[�{

/��7��5��(��$&$�<$��?�>��

64

ICADE / ��

,��*��/��5��Q��5��%��U3�� SBF �� (base 100 at 31/12/2011)

130

125

120

115

110

105

100

95

90

85

30 %

25 %

20 %

15 %

10 %

5 %

0

– 5 %

– 10 %

– 15 %

31/12/11 2/03/12 2/05/12 2/07/12 2/09/12 2/11/12

EPRASBF 120

ICADE

/��5��5��(�_��_��

Float (of which 0.36% for the FCPE (2))

43.98 %

HoldCo SIIC(1) 55.57 %

Treasury shares

0.45 %

Data Sheet

ISIN Code FR0000035081

Mnemonic ICAD

Market Listing Euronext Paris – Euronext – Domestic Shares

Market Local Securities – Compartment A (Large Caps)

Business sector (Euronext classification)

8670, Real Estate Investment Trusts

Stock Savings Plan (SSP) ineligible (except shares purchased before October 21, 2011)

Deferrred Settlement eligible

ICB sectoral classification ICB Industrial & Office REITS, 8671

Indexes SBF 120, CAC ALL-TRADABLE, Euronext 100, IEIF Siic France, CAC All Shares, CAC Mid & Small, CAC Mid 60, CAC Financials, CAC Real Estate

Capitalization as of 31/12/2012 €3,479,874,597.64

Number of listed shares as of 31/12/2012

52,000,517 z��(B��3+��5%$8�<+��:z��%8�&��%�8$�*)(&$�$%�8~$%�$*�3$�z&��*(%+��()��%8�:

��7��(��K - Icade’s share capital stands at €79,263,666.20 divided into 52,000,517 shares. - the company’s market capitalization is €3,479,874,597.64.

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% value 5:$5�0 688$8�0 72$9�0 11$8�0 7$9�0 ::$9�0

of which Paris (75) 292 811 8 - - 1 1,112

of which Seine-et-Marne (77) - - 4 - - - 4

��5'3&'�"4$)3%$�z;�� - - - 151 - 15 166

of which Essonne (91) 31 - - - 9 24 65

��5'3&'� (�V8$VU$3%$�z�� 1,714 - - - - 20 1,733

��5'3&'�U$3%$VU(3%V�$%3�z�?� - 759 190 34 - 114 1,097

of which Val-de-Marne (94) 351 - - 193 - 14 558

��5'3&'��()V8~�3$�z�6� - - - - - 70 70

��+�� (� - �#� ��(#' �� '[N{

% value 6$7�0 8$8�0 27$4�0 95$8�0 :2$4�0 8$4�0

/�� (( �(( ([#{

% value 5$5�0 8$8�0 8$8�0 8$8�0 8$8�0 8$8�0

W343� @1�1 @ ��'N$ ��N!� ##� ��!�N �$! �N! '��N�

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`��5 Warehouses `��+ TOTAL {

��+�� N�'�� #!N�(!� (N�#�� N�� !�$#� ��!� ��!�!��! '#[�{

% value 98$6�0 688$8�0 63$5�0 64$8�0 2$8�0 ::$7�0

of which Paris (75) 29,499 148,633 2,470 - - 353 180,955

of which Seine-et-Marne (77) - - 5,308 - - - 5,308

��5'3&'�"4$)3%$�z;�� - - - 32,230 - 40,309 72,539

of which Essonne (91) 24,703 - - - 27,941 700,975 753,619

��5'3&'� (�V8$VU$3%$�z�� 154,762 - - - - 12,913 167,675

��5'3&'�U$3%$VU(3%V�$%3�z�?� - 326,745 27,634 14,350 - 160,733 529,462

of which Val-de-Marne (94) 76,716 - - 54,948 - 45,274 176,938

��5'3&'��()V8~�3$�z�6� - - - - - 840,521 840,521

��+�� N'$ �!N�$(# '!��!$$ N(#��#' ��NN! ��#��$�N (([N{

% value 2$2�0 8$8�0 54$1�0 59$8�0 :2$8�0 8$3�0

/�� $$�#!( $$�#!( �[({

% value 17$7�0 8$8�0 8$8�0 8$8�0 8$8�0 8$8�0

W343� @1�1 @ #�!�!�� #!N�(!� ��(#' !��(�! N'��$�! ��'(N #��#$�($#

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France (��#$ �!#�($� �N�!!! ��!( #�'��

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Le Marignan - 29,31,33, av. des Champs-Élysées

Paris 8th 75 9,966 6,028 3,717 221 0 2004 1950 �� Pino Élysées - Eurotradia

��>�<��)$4(�8� (��(%% Paris 8th 75 7,208 6,630 578 0 184 2004 1990 �� U�U$&��33$

��7=��7�� (�# ��$(� ($� � !' Link - 28-32, bd de Grenelle Paris 8th 75 10,651 10,259 392 0 71 2009 2009 �� Ingenico - Monop’

7, rue Armand Moisant Paris 15th 75 1,674 1,674 0 0 5 2007 1968 �� !��*$��(�3<(

��7=��=@��;�� $�N�� #(� � ��'$ #�� Tour Scor - 1, avenue du Général de Gaulle

Paris - La �]�$%$

92 18,774 18,774 0 0 276 2009 0 �� V��U�

��%33()$�V��>�$��($��$))3%3 Puteaux 92 10,727 9,658 0 1,069 142 2004 2003 ??�� RTE - Nexity

��7=��Y�� N��'� ��#�NN� �N# 558 ��(NN Crystal Park - 62-64, <��)$4(�8��3&�� Z�

Neuilly-sur-Seine

92 39,911 39,911 0 0 720 2009 2003 �� PWC

84, rue de Villiers Levallois 92 26,516 26,516 0 0 478 2006 2006 �� 3%3��$�8$�l’Intérieur

2��V��>��$�8$��(�3%$ Rueil-

Malmaison92 21,730 21,640 0 90 458 2007 2008 �� $3%$F$%��%�$*�3$�

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��)�Z%$V�3))(%&��

92 13,856 13,702 154 0 251 2009 2010 �� )��(C$$�(�U*��

�;>��$��(�3))$��$��)3% Issy-les-Moulineaux

92 9,064 9,064 0 0 213 2004 1999 �� Coca-Cola

Etoile Park - 123, rue Salvador Allende

Nanterre 92 5,606 5,484 0 122 68 2009 - �� Société Générale - Infotel Conseil

��V�6>�(4$%�$��3C$ ��)�Z%$V�3))(%&��

92 4,982 4,982 0 0 131 2004 2000 �� %3&��$83(�!��

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Neuilly-sur-Seine

92 1,805 1,805 0 0 36 2009 - �� MTV Networks

Charles de Gaulle - 93, avenue Charles de Gaulle

Neuilly-sur-Seine

92 1,792 1,446 0 346 0 2009 - �� })3F$&'�V��$C38�� $)

��7=�� 5��+�� #�$ $#�!#� N�(�( ��('' ��N!� Îlot 3 Loire - 32-36, avenue de Paris

Villejuif 94 19,717 19,283 434 0 250 2010 - �� LCL

Îlot 5 Seine - 10-12, avenue de Paris

Villejuif 94 14,341 14,341 0 0 238 2008 - �� LCL

�)��Q��'�%$�V� 14-20, avenue de Paris

Villejuif 94 8,007 8,007 0 0 99 2010 - �� LCL

Îlot 6 Rhin - 2-4, avenue de Paris

Villejuif 94 20,652 20,226 426 0 256 2011 - �� LCL

�)��)<3(&�V� 35-43 avenue de Paris

Villejuif 94 9,968 8,726 328 914 197 2012 - �� LCL

Européen - 98, allée des Champs-Élysées

Évry 91 12,907 10,559 2,182 166 246 2009 - �� U$�43&$��3&(��8$�l’Essonne - Groupe ITIS

��C(��V�?�VQ�>� rue Paul Claudel

Évry 91 6,344 5,255 1,027 62 134 2009 - �� Groupe Carrefour - El Campo

Champs - 60-72, boulevard des Champs-Élysées

Évry 91 5,451 4,534 917 0 125 2009 - �� !��*$��(�3<(�V�Crédit du Nord

Maisons-Alfort - 31, cours des Juilliottes - 2, rue Louis Pergaud

Maisons-Alfort

94 4,032 3,808 0 224 26 2009 - �� Egis Amenagement - ��UU

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��+�� N'$ ��! N�'�( �#��N$ �# 13, rue Carnot �(��)�&'$ 72 400 0 226 174 0 2007 n/d �� Maisons du Monde

Champion - 27, avenue de Paris

Reims 51 2,177 0 2,177 0 0 2007 2003 �� Amidis et Cie

Le Triangle - avenue Jules Mihau

Montpellier 34 2,708 0 2,528 180 0 2007 1975 �� (��$�3$��Z)(�V�Sauramps

6�>��$�8$��Z�Z%$ ��%(3%$V)�V�3B�%�

21 1,576 1,131 445 0 54 1976 1976-1982 �� Groupe Icade

2, rue Jean Artus ��8$(�� 33 1,203 956 247 0 30 1978 1978 �� Association Rénovation - Aquitanis

��&'$��)��$��)(Z%(& �)(Z%(& 31 968 0 0 968 0 2008 2008 �� L’imagine R

CERS - 83, av. du Gal de Lattre de Tassigny

Capbreton 40 8,417 0 0 8,417 0 2009 0 �� Générale de Santé

�(*��)�<� �$)�V��?>�(4:�8��Général de Lattre de Tassigny

Capbreton 40 5,120 0 0 5,120 0 2009 0 �� Générale de Santé

/�� $$�#!( �!�� #!� (��(#

Munich-Allach - �(&'(�$��U�($��6

Munich 58,758 52,752 0 6,005 3,554 2006 2003/2004 �� GMG Generalmiet-gesellschaft mb

�'$%C�))$�%8(��6� �$�)3% 11,803 9,868 0 1,934 47 2006 2000 �� McPaper AG

�'$%C�))$�%8(��6�� $�)3% 11,929 9,596 0 2,333 30 2006 2000 �� 3)��U$�43&$��$�)3%�!�<

$38$%F(�5$Z (�<��Z 9,476 8,747 0 729 108 2006 2000 �� Atos Information �$&'%�)�Z+�!�<

Goldsteinstrasse 2 ��(%F�� 7,508 6,038 0 1,470 95 2006 1958 �� Stadtentwässerung ��(%F��

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��$�5 �#��'(( ��(N �('�'�� $ ��$$� �(�&�8��%�8$��)(%8�$ Paris 19th 75 90,513 6,546 82,907 0 1,060 1,137 2002 �� !��*$��3$��$��

Vacances - Club Méditerranée

Parc du Millénaire Paris 19th 75 58,120 4,289 53,773 0 59 861 2002 �� Groupe Icade - Agence Régionale de

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��=��=��Q$(U (�'�!#N ��N ��'! #��'�� $(( ��!#�

Parc des Portes de Paris 206,012 114,535 62,659 27,220 1,598 1,442

�V�U(3%V�$%3 U(3%V�$%3 93 66,484 43,487 19,035 3,884 78 599 2002 �� $83(��(%&$�V�Eurosites

�V��(3Z(�3$�� Aubervilliers 93 10,327 5,732 4,595 0 0 0 2002 �� Win’s et Co Eurasia Groupe

- Aubervilliers Gardinoux Aubervilliers 93 129,201 65,315 39,029 23,337 1,520 843 2002 �� $83(��(%&$�V�Eurasia Groupe

Pilier sud Aubervilliers 93 23,084 20,793 0 1,276 1,015 0 2002 �� Eurasia Groupe - �%$��3�%��(%&$

�(�&�� Aubervilliers 93 67,199 38,303 26,249 2,647 0 744 2002 �� Groupe Rhodia - �%8$��)��(%&$

Parc du quartier du Canal Aubervilliers 93 5,444 5,144 300 0 0 188 2002 �� &(<$��V��F3(��(%&$

Parc le Mauvin Aubervilliers 93 16,305 2,351 4,157 9,477 320 166 2002 �� Lapeyre - Aquila Audiovisuel

Parc du Millénaire Aubervilliers 93 8,702 0 8,702 0 0 200 2011 6��La ��

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��7��5�,�[)��+�W�� N!��'# £��8$��$�)$��%>��$��$��$�8$��$�)$��% Allonne 60 11,033 2008 2000s �� :��3&�)(Z$�!��*

�()(��&��33� �()(��&V)$V�3$�� 34 8,669 2009 2008 �� :��3&�)(Z$�!��*

6Q�>�(4$%�$��]�%��)�� <]�3$�V$%V��Z$+ 1 6,452 2008 1984 �� :��3&�)(Z$�!��*

£��8$��'($(�Z(+ ��$�( 3 5,695 2008 2002 �� :��3&�)(Z$�!��*

Rue des Mérovingiens U(3%V�3C3$� 52 5,549 2010 n/d �� :��3&�)(Z$�!��*

£��8$��(C(�8 ��34$V)(V!(3))(�8$ 19 5,536 2008 1999 �� :��3&�)(Z$�!��*

£��8$�)(��'$%(3 Saint-Jouan-des-Guerets 35 5,453 2008 2000 �� :��3&�)(Z$�!��*

Rue Alexandre Guillon Guéret 23 5,414 2008 2003 �� :��3&�)(Z$�!��*

115, Route Nationale U(3%V!$�4(3V�(V�� 41 5,406 2008 1970s/1988 �� :��3&�)(Z$�!��*

Route de Sens ��%$�$(�V�(�)V"�%%$ 77 5,308 2009 2000 �� :��3&�)(Z$�!��*

�4$%�$�8$�)~�Z()3]�V�£��8~ $))3$�)$�� U(3%V�3] 88 4,884 2008 1992/2000 �� :��3&�)(Z$�!��*

Espace Saumur Soleil - St Lambert des Levées Saumur 49 4,846 2008 1990s/2001 �� :��3&�)(Z$�!��*

£��$��)(3�3�%�V��4$%�$� (��(% Auxerre 89 4,502 2008 1980s �� :��3&�)(Z$�!��*

Espace commercial de la Gaillard Saint-Clément 89 4,474 2008 n/d �� :��3&�)(Z$�!��*

Rue René Cassin Pithiviers 45 4,358 2008 1996/1998 �� :��3&�)(Z$�!��*

Centre Commercial La Tuilerie Sablé-sur-Sarthe 72 4,248 2008 1990s �� :��3&�)(Z$�!��*

66>�(4$%�$�8$�)(��3433�%��$&)$�& Avranches 50 4,199 2008 2001 �� :��3&�)(Z$�!��*

��:��3&�)(Z$�V��;�>�(4$%�$��(��&'$))$ Niort 79 4,158 2011 n/d �� :��3&�)(Z$�!��*

Centre Commercial Carrefour - Route de Rennes Condé-sur-Sarthe 61 3,773 2008 1990s �� :��3&�)(Z$�!��*

Espace Commercial Les Latteux Migennes 89 3,743 2008 1993/1998 �� :��3&�)(Z$�!��*

��$�!3�$�V�}�(�3$��8$��)$� Vienna 38 3,582 2008 1987/1992/1997/2001 �� :��3&�)(Z$�!��*

1118, Avenue de Paris U(3%V�� 50 3,553 2008 2001 �� :��3&�)(Z$�!��*

��:��3&�)(Z$��<<$43))$�V��$�8~��3$% Abbeville 80 3,547 2011 n/d �� :��3&�)(Z$�!��*

91, rue de Longwy Longwy 54 3,500 2008 1990s �� :��3&�)(Z$�!��*

�$%�$��$�&3()� +*$��V��4$%�$�8$�)(��(3%$� �$� $�<3$� 85 3,493 2008 1990s �� :��3&�)(Z$�!��*

Allée Maxenu Pierry 51 3,361 2008 2000s �� :��3&�)(Z$�!��*

;;>��$�8$��% �)$� 61 3,276 2008 1984/2002 �� :��3&�)(Z$�!��*

191, av du Gal de Gaulle Libourne 33 3,002 2008 1987 �� :��3&�)(Z$�!��*

��:��3&�)(Z$��$&��V�£��8$��%Z&'(�* Ruffec 16 2,960 2011 n/d �� :��3&�)(Z$�!��*

�6>��$�8$�)(��3��)(%&'$ Autun 71 2,795 2008 1999 �� :��3&�)(Z$�!��*

Centre Commercial - 15, rue d’Anet Saussay 28 2,687 2008 1980s �� :��3&�)(Z$�!��*

��8$��3&(�83$ �(+$ 2 2,579 2008 n/d �� :��3&�)(Z$�!��*

?Q>��$�8$��$�3))+�V��>��$�8��)�%$)��C(%�� Paris 12th 75 2,470 2008 n/d �� :��3&�)(Z$�!��*

12, route de Pau Tarbes 65 2,385 2008 1989 �� :��3&�)(Z$�!��*

Route de Montargis Noyers 45 1,881 2008 1989 �� :��3&�)(Z$�!��*

£��8��3%3$� Melle 79 1,876 2008 2007 �� :��3&�)(Z$�!��*

£��$�8$��$%%$ Saint-Méen-le-Grand 35 1,810 2008 1979/2002 �� :��3&�)(Z$�!��*

Centre commercial Carrefour - Route du Plan Trans-en-Provence 83 1,407 2008 1993 �� :��3&�)(Z$�!��*

�5��+?��Q/��+��5��U N(�#�� 8+$��V�£��*��(�3(%%$� Montpellier 34 12,679 2009 2009 6�� V��(�+�

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�8+$��V��)$�)�83|�$��$�� Montpellier 34 13,169 2008 2001 6�� 5)3%Z��8+$��V��(�3%Z��8+$��

Aubervilliers - Le Millénaire Aubervilliers 93 27,634 2011 2011 6�� Carrefour Group - ��(%&$

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Centre Médico-Chirurgical de Parly II - 21, rue Moxouris

Le Chesnay 78 15,818 0 15,818 0 280 2008 1971/1997 �� Générale de Santé

Clinique du bon secours - 9, place de la Préfecture

Arras 62 23,269 0 23,269 0 284 2009 2007 �� Générale de Santé

�*3()��34]�8$�)~��$�Parisien - 14, avenue Castiglione

Trappes 78 16,412 0 16,412 0 274 2008 1975/2000 �� Générale de Santé

�*3()��34]��(%8��3))(�8�- 3-5, avenue Watteau

Nogent 94 13,170 0 13,170 0 240 2008 2003/2006 �� Générale de Santé

�*3()��34]��(�)�8~�Z3%$�V� Q>�(4$%�$��(��+�

Champigny 94 11,421 0 11,421 0 233 2008 2001/2007 �� Générale de Santé

�*3()��34]�8$��(�%$��(�Vallée - 33, rue Léon Menu

��+V��VMarne

94 12,305 0 12,305 0 190 2010 2009 �� Générale de Santé

�)3%3|�$�8��Z$�V� 7-7, bis rue Rigaud

�$��Z$ 93 7,893 0 0 7,893 150 2010 2007 �� Générale de Santé

�)3%3|�$�8��3�8~��V��>�(4$%�$��3�8~��

��(%&+ 93 6,457 0 0 6,457 104 2009 2009 �� Générale de Santé

Clinique de la Roseraie - �>��$��$�4$V8$V)~ �*3()

Soissons 2 5,035 0 5,035 0 81 2009 2010 �� Générale de Santé

Clinique Monet - 34, rue de Verdun

Champigny 94 6,177 0 6,177 0 130 2011 2011 �� Générale de Santé

�*3()��34]�8$��3))$%$�4$�8~�&|�V��$��$&�$3)>��$� (��du Recueil

Villeneuve- d’Ascq

59 23,032 0 23,032 0 225 2010 2012 �� Générale de Santé

�(�8��$%8��3�V��3$��83�“Sous Grand Champ”

Naveil 41 3,240 3,240 0 0 45 2011 2012 �� Générale de Santé

Polyclinique de l’Atlantique - ��$��)(�8$��$�%(�8

UV $�<)(3% 44 32,506 0 32,506 0 309 2008 1993/2002 �� Vedici

Polyclinique de Poitiers - 1, rue de la Providence

Poitiers 86 19,631 0 19,631 0 206 2008 1990/2004 �� Vedici

�)3%3|�$��]]&'] Nantes 44 17,756 0 17,756 0 180 2009 2004/2007 �� Vedici

��)+&)3%3|�$�8$��$�(�8�$%�V�Rue Ernestine de Tremaudan V�£��8$��$�(�8�$%

��$ 29 15,896 0 15,896 0 182 2010 2007 �� Vedici

Clinique de l’Archette - rue Jacques Monod

�)34$ 45 15,354 0 15,354 0 165 2007 2000 �� Vedici

�)3%3|�$�8$�)~�&&3(%3$�V� ��>�(4$%�$��$�%(�8��

Muret 31 13,358 0 13,358 0 170 2008 1973 �� Vedici

�)3%3|�$�UV��(%¤�3�V� �>��$��))(%8��'3$�

Mainvilliers 28 11,212 0 11,212 0 155 2007 1998/2000 �� Vedici

Maison de convalescence ��C��4��V��>��$�8��

Nantes 44 6,653 0 0 6,653 95 2008 1989/1996 �� Vedici

Clinique Saint-Charles - 3, rue de la Providence

Poitiers 86 4,110 0 0 4,110 76 2008 1990/2004 �� Vedici

Clinique de l’Elorn - ?�>��$��)(�8$��$�%(�8

Landerneau 29 5,019 0 0 5,019 60 2010 2010 �� Vedici

Clinique du Pont de Chaume - 330 avenue Marcel Unal

Montauban 82 28,544 0 28,544 0 248 2011 2006 �� Vedici

Clinique Pasteur - 22 rue de la Petite Saussaie

Vitry-sur-Seine

94 6,120 0 6,120 0 109 2011 2007 �� Vedici

�)3%3|�$��(%¤�3��'$%3$��V�18, Rue du Général Catroux

Limoges 87 26,604 0 26,604 0 292 2012 2008 �� Vedici

Centre Clinical - 2, chemin 8$��$Z$%$�3)�

Soyaux 16 20,932 0 20,932 0 233 2012 2009 �� Vedici

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Le Mans 72 36,900 0 36,900 0 472 2012 2006 �� Vedici

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Polyclinique du Maine - Q>�(4$%�$�8$��(%¤(3��3<�$

Laval 53 13,679 0 13,679 0 154 2008 1987/1994 �� ?

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Les Essarts 85 1,916 0 0 1,916 40 2008 1987/1988 �� ?

Clinique du Renaison - 75, rue du Général Giraud

Roanne 42 12,274 0 12,274 0 170 2010 - �� C2S

Clinique du Parc - 9 bis, rue Piot

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��8$(�� 33 15,919 0 15,919 0 227 2011 2007 �� Medi Partenaire

�)3%3|�$��)$�U(%]�République - 105, avenue de la République

Clermont- �$��(%8

63 29,231 0 29,231 0 270 2011 2008 �� Medi Partenaire

�)3%3|�$�8��(*�8~��V�1361, avenue des Anciens Combattants d’Indochine

La Seyne-sur-Mer

83 6,454 0 6,454 0 100 2011 2009 �� Medi Partenaire

Polyclinique Inkermann - 84, route d’Aiffers

Niort 79 21,434 0 21,434 0 223 2011 2009 �� Medi Partenaire

Clinique Richelieu - 22, rue Montlouis

Saintes 17 5,416 0 5,416 0 82 2011 2004 �� Medi Partenaire

Polyclinique du Parc - Q��<3>��$� $%�3��(�<�$

Saint-Saulve 59 17,084 0 17,084 0 174 2011 2004 �� Medi Partenaire

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94 5,755 0 5,755 0 80 2011 2005 �� Medi Partenaire

Clinique Majorelle - 1240, avenue Raymond Pinchard

Nancy 54 11,729 0 11,729 0 146 2011 2006 �� Medi Partenaire

Clinique Ambroise Paré - 387, route Saint Simon

Toulouse 31 17,213 0 17,213 0 222 2011 2004 �� Medi Partenaire

Clinique Pasteur - 6Q>��$��$$��CC3

�$�Z$�(& 24 9,006 0 9,006 0 137 2011 2007 �� Medi Partenaire

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Clinique Villette - 18, rue Parmentier

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Clinique du Parc - 50 rue Emile Combes

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� �&/@3� �!��#�# (��'# $'N

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Porte de Vincennes vente Paris 75 353 1968 �� 6

��7=��!� �� NN

Gémeaux Les Mureaux 78 429 1977 �� 6

U��3��$ ��%3Z%+V)$V��$�%%$�� 78 1,370 1979 �� 21

Romarins Montigny 78 114 1977 �� 2

Castillan Poissy 78 141 1958 �� 3

��&(�)8 Poissy 78 96 1954 �� 2

Corniche Poissy 78 282 1954 �� 6

��$ Poissy 78 152 1958 �� 2

6-16, Montaigne Poissy 78 1,316 1954 �� 28

78-88, Maladrerie Poissy 78 1,833 1954 �� 38

��>��$�8$��%(3Z%$V�+(�$+ Poissy 78 1,396 1954 �� 35

Square Cocteau Trappes 78 807 1974 �� 11�$��C Versailles 78 64 1976 �� 1

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�V�>�8~��<(+ ��(4$3) 91 119 1957 �� 2

Colombe Épinay-sous-Sénart 91 345 1967 �� 6

1, rue Weber Épinay-sous-Sénart 91 967 1967 �� 12

11, rue du Petit Pont Épinay-sous-Sénart 91 994 1967 �� 13

6��(%&$ Épinay-sous-Sénart 91 587 1967 �� 7

9-13, rue Johann Strauss Épinay-sous-Sénart 91 1,820 1967 �� 28

Saint Marc vente (Massy) Massy 91 429 1960 �� 6

Toulouse Lautrec (Massy) Massy 91 783 1960 �� 15

12-16 Mogador Massy 91 865 1968 �� 17

2-8 Lisbonne Massy 91 735 1968 �� 12

�'��$C Massy 91 219 1968 �� 3

�)�� Massy 91 185 1968 �� 3

�)�� Massy 91 944 1968 �� 13

��<3� $��3� Massy 91 1,860 1968 �� 25

Q� $��3� Massy 91 1,289 1968 �� 16

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Éluard �(Z%$�� 92 91 1972 �� 1

Galilée �(Z%$�� 92 240 1959 �� 3

Vaux Germains Vente Chatenay 92 107 1959 �� 2

��**]$�z�'¦3))�%� Chatillon 92 142 1983 �� 3

�3$��$��3�z�'¦3))�%� Chatillon 92 63 1956 �� 1

La Roue vente ��%$%(+ 92 412 1958 �� 8

Voltaire Rueil 92 295 1956 �� 5

Arthur Rimbaud Rueil 92 345 1957 �� 6

Gibets II Rueil 92 475 1957 �� 10

3, place André Malraux Villeneuve-la-Garenne 92 2,784 1980 �� 43

9-10 Malraux Villeneuve-la-Garenne 92 6,446 1980 �� 91

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Pont de Pierre ��<3Z%+ 93 2,573 1957 �� 46

Pasteur ��%8+ 93 177 1955 �� 3

�(%%3%O��3% Gagny 93 4,979 1959 �� 70

Moulin vente Gagny 93 51 1957 �� 1

��( Gagny 93 586 1959 �� 9

�$(%��3% Gagny 93 666 1959 �� 10

Moulin vente II Gagny 93 837 1957 �� 16

Couperin Rosny 93 55 1983 �� 1

$��83( Rosny 93 341 1960 �� 6

108/112 Alsace Rosny 93 1,000 1960 �� 18

��O�Q��*$�3%V��)]�3�C Rosny 93 1,340 1960 �� 25

�V��$�)(��(%8$ Rosny 93 1,172 1976 �� 22

2-4 Couperin Rosny 93 1,464 1960 �� 25

�VQ��(%&F Rosny 93 1,028 1975 �� 18

Sicopar Sevran 93 117 1974 �� 2

6��*��$ Tremblay 93 48 1967 �� 1

;��*��$ Tremblay 93 71 1967 �� 1

��*��$ Tremblay 93 490 1967 �� 7

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Cachan II Cachan 94 579 1957 �� 9

Plumerette Créteil 94 102 1961 �� 2

�$��C Créteil 94 56 1961 �� 1

Savignat Créteil 94 194 1961 �� 4

1/3 Arcos Créteil 94 642 1958 �� 11

1/5 Timons Créteil 94 686 1958 �� 14

8/12 Vildrac Créteil 94 2,040 1958 �� 30

Roussel Créteil 94 1,838 1961 �� 27

��)��343��$�z��$%$� ��$%$ 94 209 1957 �� 4

��$�z (+� �~ (§V)$V��$ 94 476 1957 �� 7

�$3%�$�z (+� �~ (§V)$V��$ 94 259 1957 �� 4

�'¦$(��8$�U�&+�4$%$ Sucy 94 57 1954 �� 1

Cytises Sucy 94 702 1965 �� 10

Rodin Villejuif 94 348 1957 �� 5

Rembrandt Villejuif 94 358 1957 �� 5

10-16, rue Léon Moussinac Villejuif 94 944 1954 �� 15

�(�)��(�� Villejuif 94 1,837 1954 �� 32

Parc Leblanc Villeneuve-le-Roi 94 250 1957 �� 4

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Justice Cergy 95 6,235 1983 �� 92

(��8$��$�Z+ Cergy 95 517 1983 �� 8

Cergy Pissaro Cergy 95 207 1983 �� 3

Van Gogh Ermont 95 136 1961 �� 2

��$�U��8�$�4$%$ ��(%&�%43))$ 95 480 1967 �� 8

Entrée de Ville (1,2 et 3) Sarcelles 95 1,008 1972 �� 11

U$V �%��3%$ Taverny 95 186 1975 �� 3

Pompon �3))3$�V)$V�$) 95 60 1965 �� 1

Lalo �3))3$�V)$V�$) 95 108 1965 �� 2

Varagne �3))3$�V)$V�$) 95 40 1958 �� 1

��7=��+�� #�� 6

SCI Grande terre des Vignes Vénissieux 69 482 1966 �� 6

TOTAL HOUSING UNITS �N(�� #��#' $'N

�1`3� ��31� ��3%$�(%8�$�3(�+�($ 15,103 ��

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76

ICADE / ��

ANNUAL REPORT – 2012 REFERENCE DOCUMENTPART 2: FINANCIAL AND LEGAL REPORT

Our vision for ��

ICADE • 2012 FINANCIAL AND LEGAL REPORT I

Summary

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

CHAPTER 2 HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

CHAPTER 3 CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

CHAPTER 4 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED

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

CHAPTER 5 INDIVIDUAL ANNUAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

CHAPTER 6 STATUTORY AUDITORS’ REPORT ON THE ANNUAL

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

CHAPTER 7 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 189

CHAPTER 8 STATUTORY AUDITORS’ REPORT PURSUANT TO ARTICLE L. 225-235 OF

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

CHAPTER 9 CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSER) . . . . . . . . . 211

CHAPTER�10 DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE REPORT FROM THE INDEPENDENT AUDITOR REGARDING LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION . . . . . . . . . . . . . . 293

CHAPTER 11 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298

CHAPTER�12 CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 363

CHAPTER�13 STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED

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

CHAPTER�14 DOCUMENTS ACCESSIBLE TO THE PUBLIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 371

CHAPTER�15 ANNUAL INFORMATION DOCUMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373

CHAPTER�16 CORRESPONDENCE TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 379

ICADE • 2012 FINANCIAL AND LEGAL REPORTII

ICADE • 2012 FINANCIAL AND LEGAL REPORT 1

Items of business1. Income statement and consolidated balance sheet

at � 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2. Analysis and comments on business activities and results . . .52.1. Accounting policies, scope of consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.2. Highlights, key ; gures - 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.3. Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112.4. The main trends in the property market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122.5. Business activities and results 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3. Adjusted net asset value at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . 463.1. Valuation of property assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 463.2. Valuation of property development and services businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553.3. Methodology for calculating net asset value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 553.4. Calculating EPRA net asset value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

4. Financial resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 584.1. Liquid assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 594.2. Debt structure as at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 594.3. Financial structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ICADE • 2012 FINANCIAL AND LEGAL REPORT2

ITEMS OF BUSINESS – INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET AT�31 DECEMBER 2012

Chapter�1Items of business1. Income statement and consolidated balance sheet

at� 31 December 2012

(in millions of euros) 31/12/2012 31/12/2011

Turnnoveer 1,4999.3 1,4992.0

EBITTDAA 3884.5 3555.5

As a % of revenues 25.6% 23.8%

Depreciation charges net of investment grants (176.8) (148.6)

Charges and reversals related to loss in value on tangible, financial and other current assets (87.2) (32.3)

Profit/loss from disposals 80.8 63.7

Opeeratiingg income 2001.2 2338.3

As a % of revenues 13.4% 16.0%

Finaanciial profit/loss (1001.6) (97.2)

Profit tax (37.2) (44.1)

Net Income 61.7 98.1

Net profit Group share 52.7 93.0

Net current cash flow 251.4 223.5

Data per share in euros

Average number of diluted shares in circulation used in the calculation 51,795,086 51,695,635

Group share of net diluted earnings per share €1.02 €1.80

Net current cash flow per diluted share €4.86 €4.32




Goodwill 77.2 79.7

Net intangible assets 5.8 7.3

Net tangible assets 121.5 129.4

Net investment property 4,820.4 4,878.1

Non-current securities available for sale 2.5 2.7

Equity-accounted securities 0.0 1.3

Other non-current financial assets 5.1 9.8

Deferred tax assets 14.8 20.9

TOTTAL NNOON-CURRENTT ASSETS 5,0447.3 5,1229.2

Stocks and work in progress 692.3 628.4

Accounts receivables 584.2 516.5

Amounts due from customers (building contracts and off-plan sales) 18.8 22.1



Current securities available for sale 0.8 0.1

Other current financial assets 407.6 38.3


Assets held for sale 214.9 99.4

TOTTAL CCUURRENT ASSEETS 2,7555.6 2,1550.6

TOTAL ASSETS 7,802.9 7,279.8


Capital and reserves - Group share 2,652.9 2,738.3

Minority interests 310.7 1.7

SHAAREHOOLDERS’ EQUUITY 2,9663.6 2,7440.0

Non-current provisions 42.5 42.3

Long-term financial borrowings 2,878.4 2,575.3

Tax payable 3.4 0.0

Deferred tax payable 9.6 9.2

Other non-current liabilities 219.8 188.2

TOTTAL NNOON-CURRENTT LIABILITIEES 3,1553.7 2,8114.9

Current provisions 16.8 22.6

Current financial liabilities 510.6 423.9



Amounts due to customers (building contracts and off-plan sales) 8.1 1.1

Miscellaneous current payables 549.6 657.5

Other current financial liabilities 18.1 11.4

Liabilities intended to be sold 25.0 89.6

TOTTAL CCUURRENT LIABBILITIES 1,6885.6 1,7224.9

TOTAL LIABILITIES AND CAPITAL AND RESERVES 7,802.9 7,279.8



NAV (in millions of euros) 31/12/2012 30/06/2012 31/12/2011

Change 2011/2012

(in value) (as %)

Group share of EPRA NAV 4,399.7 4,400.8 4,508.3 (108.6) (2.4)%

EPRA NAV per share (Group share – fully diluted in €) 84.7 84.9 87.5 (2.8) (3.1)%

Group share of EPRA triple net NAV 4,190.1 4,188.7 4,312.5 (122.4) (2.8)%

EPRRA trriple net NAV peer share (Grouup shharee – fully diluted inn €) 80.7 80.8 83.7 (3.0) (3..6)%

(in millions of euros) 31/12/2012 30/06/2012 31/12/2011

Change 2011/2012

(in value) (as %)

Net financial debt 2,725.4 2,666.6 2,690.9 +34.5 +1.3%

Appraisal value of Property Investment Division Portfolio 6,849.7 6,756.6 6,727.3 +122.4 +1.8%

Loan too vaalue (LTV) 39.8% 39.5% 40.0%


ITEMS OF BUSINESS – ANALYSIS AND COMMENTS ON BUSINESS ACTIVITIES AND RESULTS

2. Analysis and comments on business activities and results

2.1. ACCOUNTING POLICIES, SCOPE OF CONSOLIDATION

The consolidated f inancial statements of the Icade Group are established as of 31 December 2012 in accordance with International Accounting Standards (IFRS) as adopted by the European Union pursuant to European Regulation No. 1606/2002 dated 19 July 2002. They were adopted by the Icade Board of Directors’ meeting on 20 February 2013 and will be submitted for the approval of the Annual General Meeting, which will be7held on 12 April 2013. The consolidated financial statements published by the Group on 31 December 2011 were finalized in accordance with the same principles and methods, given what is stated in Paragraph 1.1 of the Appendix to the consolidated accounts.

As of 31 December 2012, the scope of consolidation includes 328 companies, 62 of which are active in Property Investment, 259 in Property Development and seven in Property Services.

A list of the fully and proportionally consolidated companies and companies consolidated by the equity method is set out in note 37 “scope” of the consolidated appendix.

2.2. HIGHLIGHTS, KEY FIGURES - 2012

2.2.1. Highlights of } nancial year 2012

For Icade, 2012 was mainly characterized by the continued active optimisation of its portfolio of activities and the increased focusing of its assets on commercial property.

This led to disposals which have been completed or are currently being finalized:

◆ the sale at the end of February 2012 of Icade Résidences Services, a company specialised in managing student residences, for 24.2 million euros;

◆ exclusive negotiations in preparation for the disposals in the 1st half of 2013 of the Property Development Division’s Building Engineering business and Icade Suretis, a company specialised in managing security and remote surveillance services;

◆ the continued disposal of non-strategic assets in France (7,300 m2 of businesses and shops in jointly-owned properties, 36,400 m2 of warehouses) and in Germany (two off ice buildings in Berlin and Hamburg with a total surface area of 21,500 m2 and land banks);

◆ the signing of an undertaking to sell in January 2013, relating to a portfolio of 11 logistics platforms representing a total surface area of 380,000 m2 for 145 million euros;

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

◆ the signing of an undertaking to sell in January 2013, relating to the block sale of 849 residential properties in Sarcelles (95) for 43.2 million euros;

◆ the signing of undertakings to sell in 2012, relating to a business park in Berlin (11,900 m2), an off ice building in Frankfurt (7,500 m2) and land in Germany for a total amount of 88.3 million euros.

But also by investments:

◆ the delivery in January 2012 of the Le Beauvaisis property in Parc du Pont de Flandre (Paris 19th). It has 12,000 m2 of HQE certified office space split over seven floors. It has received the BBC renovation label. It is currently in the process of being marketed (3,400 m2 leased so far);

◆ the delivery of the fifth and final building in the Metropolitan transaction in Villejuif in March 2012 (12,000 m2 out of a total of 80,000 m2). The entire complex has been leased to LCL;

◆ the continued restructuring of the EQHO Tower in La Défense (92). Total investments in 2012 amount to 96.0 million euros. Delivery is scheduled for mid-2013. The asset is in the pre-marketing stage.

In addition, Icade raised, with French institutional investors, 360 million euros in order to increase the capital of its subsidiary company, Icade Santé, enabling continued development in this business line. Icade Santé then acquired 11 clinics during the financial year, for a total of 310 million euros.

Property Investment Division: steady rental activity during 2012

In addition to the investments and arbitrage detailed above, and despite tensions in the rental market in 2012, Icade leased 60,000 m2 of vacant surface area in its strategic portfolio (Offices and Business Parks), enabling it to record a financial occupancy rate for the year of 94.8%, not far from the level of the previous financial year.

Icade therefore achieved commercial success in terms of its main assets delivered and currently being marketed:

◆ finalization of leasing of the H 2O building in Rueil-Malmaison

(92);

◆ leasing of 10,700 m2 in the 521 building in Aubervilliers, contributing to a f inancial occupancy rate of 82% at 31 December 2012. Remaining vacant surface area amounts to approximately 2000 m2;

◆ the signing of 6,000 m2 in the Factory building in Boulogne increasing the occupancy rate to 43.1%;

◆ the start of leasing of the Le Beauvaisis property in the Parc du Pont de Flandre (3400 m2 signed in January 2013).

As part of its policy to rotate its strategic assets, in December 2012 Icade sold a property located at 7/9 Avenue de Messine (Paris 8th) for 107.5 million euros.



Property Development Division: slowdown in residential property business in 2012 and a new cycle in the commercial property business

In a sluggish market , the operating prof it of the Property Development Division (excluding the PNE development), as at 31 December 2012, amounted to 69.8 million euros compared with 80.7 million euros during the same period in 2011.

As announced on 30 June 2012, the economic climate and the schedule for the removal of tax benefits signif icantly slowed down the Property Development business in the 2nd half of 2012. Turnover from that business fell 9.5% between 2011 and 2012 (669.9 million euros in 2012 compared with 740.5 million euros in 2011). EBITDA is meanwhile down 7.2% compared with 2011. It represents 7.7% of turnover for 2012 compared with 7.5% in 2011.

Icade has therefore confirmed its selective policy of preserving its margins without systematically looking to increase its turnover in its f inancial indicators.

EBITDA for the Commercial Property Development business (excluding engineering ) is down by 15.4% compared with 31 December 2011, particularly as a result of the deliveries of the university hospital in Saint-Nazaire (property development contract – 92,300 m2) and the final building in Villejuif (property development contract – 12,000 m2). This change also reflects the launch of a new production cycle from 2012 (launch in the 1st half of 2012 of new products marketed in 2011).

In December 2012, the corporate governance bodies of CDC and Icade authorised the takeover by CDC of Icade’s stake in development company PNE SAS. This transaction, which will come into effect in early 2013, will allow Icade to focus on its role as a developer in the residential , business and off ice aspects of the operation. The f inancial impact of this disposal was calculated based on an independent technical and f inancial audit carried out in the 2nd half of the year, and entirely posted in 2012. This results in an operating loss of 17.9 million euros in Icade’s consolidated accounts in relation to the development company Paris Nord Est SAS.

The backlog of all the activities of the Property Development Division has fallen by 6.4% compared with 31 December 2011 with a 5.2% increase in the Residential Property Development business (1,081.6 million euros) and a 21.6% decrease in the Commercial Property Development business (611.6 million euros). This reduction in the Commercial Property Development business is due to the launch in 2012 of operations marketed at the end of 2011 and during 2012. This resulted in a significant increase in turnover for the Property Development Division and an automatic reduction in the backlog.

Valuation of assets

The overall value of Icade’s property assets has increased slightly by 1.8% compared with 31 December 2011, to stand at 6,849.7 million euros. The assets of the Commercial Property Investment Division, which represent almost 96% of the total assets, have increased by 2.8%.

On a like-for-like basis, the value of the whole portfolio is down by 1.7% due in particular to an adjustment in the appraisal value of the EQHO Tower of 58 million euros.

Financing strategy

Icade used 2012 to continue its policy of optimising its f inancial structure to enable it to look to the future with confidence. Even though it has no short-term needs, Icade wanted to strengthen its prudent approach to managing its f inancial resources, with the aims of proactively managing its schedule and diversifying its f inancial resources.

Icade therefore carried out two major f inancing transactions in 2012:

◆ signature in July 2012, with a pool of seven banks, of new block financing of 1,550 million euros divided into three tranches:

– a Medium Term Credit Line for 625 million euros with a maturity of five years, to allow Icade to cover the combined medium-term needs of Icade and Silic. For this purpose, Icade has granted Silic two financing streams for a total in principal amount of 400 million euros,

– a Revolving Credit Facility in the sum of 550 million euros with a maturity of three years, to allow Icade to strengthen its financial structure by increasing its available credit lines,

– a Forward Start Credit Line for 375 million euros, to allow Icade to forecast the refinancing of a portion of the maturity of its syndicated loan of 900 million euros in July 2014.

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

◆ signature in December 2012, of a 12-year mortgage financing against its Parc du Pont de Flandre, demonstrating the appeal of business parks. This raised 200 million euros from a leading market insurer, extending the average maturity of Icade’s debt by six months and confirming the Group’s ability to diversify its funding sources.

Post-closing events

◆ The funds resulting from the 200 million euros 12-year mortgage financing, agreed at the end of the year with an institutional investor, were released at the end of January 2013. This financing is backed by the Parc Tertiaire du Pont de Flandre in Paris.

◆ The CDC committed to buy shares in Paris Nord Est, a company owned by the Group, via an irrevocable purchase offer received on 15 January 2013.

◆ On 21 Januar y 2013, an undertaking to sell subject to condit ions precedent was signed in relat ion to 117warehouses. The associated financial impacts were all posted in the 2012 financial year.

◆ On 30 Januar y 2013, the Group signed a unilateral undertaking to sell relating to 849 residential properties in Sarcelles (95).



2.2.2. Combination with Silic

Recap of events and next steps:

Following the signature of a non-binding protocol agreement on 13 December 2011 between the Caisse des Depots, Icade and Groupama, on 22 December, 2011, Icade and the CDC made Groupama a firm offer which was accepted on 30 December 2011.

The combination between Icade and Silic is structured in three stages:

1. Stage one: contribution to a subsidiary of the CDC, HoldCo SIIC, (a) of the shareholding held by the CDC in Icade and (b) of a fraction of the shareholding held by Groupama in Silic

On 30 January 2011, the CDC contributed 55.57% of its capital and voting rights in Icade to HoldCo SIIC. At the same time, Groupama offered 6.5% of its capital and voting rights in Silic to HoldCo SIIC.

Each contribution was made based on an exchange parity of f ive Icade shares for four Silic shares, 2011 dividend attached for each company. The valuation of HoldCo SIIC was determined by transparency on the basis of this parity.

On 6 February 2012, CDC and Groupama signed a shareholders’ agreement governing their relationship within HoldCo SIIC. This agreement relating to HoldCo SIIC is valid for a term of 20 years and includes the following stipulations:

◆ an agreement to not sell the shares in HoldCo SIIC owned by Groupama for 30 months from the date of signature of the shareholders’ agreement;

◆ a preferential r ight for CDC at the end of the period prohibiting the sale of the shares;

◆ a proportional joint opt-out right for Groupama in the event that the CDC wants to sell all or some of its shares in HoldCo SIIC to a 3rd party other than an affiliate;

◆ liquidity for Groupama.

A summary of the clauses in the shareholders’ agreement which fall within the scope of the provisions of Article L. 233-11 of the French Commercial Code was given to Icade and was the subject of a notice published by the AMF on 17 February 2012 under the number 212C0291.

2. Stage two: contribution by Groupama of the balance of its shareholding in Silic to HoldCo SIIC

After permission was obtained from the Competition Authority on 13 February 2012, the CDC and Groupama, as shareholders of HoldCo SIIC, approved the contribution by Groupama of 37.44% of the capital and voting rights in Silic following a decision on 16 7February 2012. The balance of Silic shares owned by Groupama was contributed according to the same parity as the 1st contributions, i.e. f ive Icade shares for four Silic shares, 2011 dividend attached for each of the companies.

As a result of the contributions described above, 75.07% of HoldCo SIIC’s capital is owned by CDC and 24.93% is owned by Groupama. In addition, HoldCo SIIC holds (i) 55.57% of the capital and voting

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

3. Stage three: filing by Icade of a mandatory public offer for Silic

After HoldCo SIIC, acting in concert with CDC and Icade, crossed the 30% threshold, Icade f iled a mandatory offer for Silic on 13 7March 2012.

The offer included a public exchange offer for Silic shares as well as a public offer to purchase bonds redeemable in cash and/or new shares and/or existing shares (ORNANEs) issued by Silic.

The terms of the offer are as follows:

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

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

On 24 April 2012, the AMF declared the offer to be in compliance and appended stamp n°12-179 to Icade’s information notice and stamp n°12-180 to Silic’s response, which are available on the websites of Icade (www.icade.fr), Silic (www.silic.fr) and the AMF (www.amf-france.org).

The compliance decision and the notice of initiation of the offer were published by the AMF on 24 April 2012 under the number 212C0533 and on 26 April 2012 under the number 212C0547 respectively.

In proceedings on 3 May and 4 May 2012, SMA Vie BTP and the ADAM respectively brought an application to annul the AMF’s compliance decision before the Paris Court of Appeal.

In its comments f iled at the Paris Court of Appeal on 31 May 2012, the AMF agreed “in the interest of the market and as a precautionary measure, to extend the closing date of the public offer, originally set for 1 June 2012, so that the closing date shall be at least eight days after the decision of the court ruling on the annulment of the AMF’s decision”.

On 26 June 2012, the Paris Court of Appeal set 21 March 2013 as the date of the appeal hearing.

This date was confirmed at a procedural hearing on 27 November 2012.

The Court of Appeal is likely to announce its ruling by the end of the 1st half of 2013.

In accordance with the AMF’s decision in relation to an extension on 15 May 2012, the offer shall remain open until further notice.



2.2.3. Key } gures

(in millions of euros) 31/12/2012 31/12/2011 Change

Turnover 1,499.3 1,492.0 +0.5%

EBITDA 384.5 355.5 +8.2%

Profit/loss from disposals 80.8 63.7 +26.7%

Operating income 201.2 238.3 (15.6%)

Financial Profit/Loss (101.6) (97.2) +4.5%

Tax expense (37.2) (44.1) (15.7)%

Net income, Group share 52.7 93.0 (43.3)%

Net current cash flow 251.4 223.5 +12.5%

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

(in millions of euros) 31/12/201231/12/2011

restated Reclassifications(**) 31/12/2011 Change

Turnover

Property investment 399.7 364.6 0.6 364.0 +9.6%

Development 1,070.7 1,106.3 1,106.3 (3.2)%

Services 62.8 109.5 (0.6) 110.1 (42.7)%

Other(*) (33.9) (88.4) (88.4) (61.6)%

Total revenues 1,499.3 1,492.0 0.0 1,492.0 +0.5%

(*) The “Other” activities consist of what the Icade Group calls its “head oP ce” charges and eliminations of Icade’s intra- group operations.

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

The turnover of the Commercial Property Investment Division at 31 December 2012 is split into 94.4% for commercial property assets and 5.6% for residential assets.

Turnover from commercial property assets has risen by 11.4% compared with 31 December 2011, totalling 377.2 million euros at 31 December 2012. This increase is primarily from effects of change of scope (acquisitions of healthcare properties, delivery of off ice properties and shopping centres), as well as leasing which occurred in 2011 and 2012.

The turnover of the Property Development Division, as at 31 December 2012, was down 35.6 million euros compared with the same period in 2011, including 70.7 million euros for the Residential Property Development business, mainly due to, a 5.9% fall in the number of lots developed compared with 31 December 2011, and offset by a 45.2 million euros increase in the Commercial Property Development business following the launch in the 1st half of 2012 of new development projects.

The Services Division’s turnover was down by 46.7 million euros compared with 31 December 2011, mainly due to the disposal of student residence management activities in France and Spain in 2011 and early 2012 (loss in turnover of 42.8 million euros).

The change in Other turnover, corresponding to the elimination of intra- group transactions, reflects the reduction in the number of transactions by the Property Development Division on behalf of the Property Investment Division.

Icade’s consolidated revenues, as at 31 December 2012, break down as follows: 26.7% from Property Investment, 71.4% from Property Development, 4.2% from Services and (2.3)% from Other activities.

EBITDA totalled 384.5 million euros as at 31 December 2012, compared with 355.4 million euros on the same date in 2011. The breakdown for Investment is 84.0%, for Development 17.9%, for Services 1.4% and for Others (3.3)%.





EBITDA

Property investment 323.1 287.0 (0.7) 287.7 +12.6%

Development 68.9 82.0 82.0 (15.9)%

Services 5.2 10.9 0.7 10.2 (52.4)%

Other(*) (12.7) (24.4) (24.4) (48.0)%

TOTAL EBITDA 384.5 355.5 0.0 355.5 +8.2%



The EBITDA/turnover ratio for the Property Investment Division was 80.8% as at 31 December 2012 compared with 78.7% as at 317December 2011. This improvement came predominantly from an increase in commercial property assets, for which the EBITDA/turnover ratio 84.3% as at 31 December 2012.

The 15.9% fall in EBITDA of the Property Development Division is explained by the f inding of signif icant additional costs in relation to the development work of the PNE project representing 7.37million euros and a 4.0 million euros reduction in the Residential Property Development business’s contribution to EBITDA between 2011 and 2012.

The EDITDA of the Services Division as at 31 December 2012 was down by 52.4% compared with 31 December 2011. The companies sold in 2011 and 2011 contributed 4.4 million euros to the EBITDA of 31 December 2011.

Operating Profit totalled 201.2 million euros as at 31 December 2012 compared with 238.3 million euros as at 31 December 2011.



Operating income

Property investment 137.9 175.6 (0.2) 175.8 (21.5)%

Development 51.9 77.1 77.1 (32.7)%

Services 3.4 9.5 0.2 9.3 (63.7)%

Other(*) 8.0 (23.9) (23.9)

TOTAL OPERATING PROFIT 201.2 238.3 0.0 238.3 (15.6)%



The change between 2011 and 2012 in the components of the EBITDA and the operating profit/loss are as follows:

◆ The net capital gains on disposals in 2012 were 80.8 million euros compared with 63.7 million euros in 2011. This difference is principally related to disposals of residential property assets (41.6 million euros), of Icade Résidences Services which was sold in March 2012 (20.8 million euros posted in “Other”) and the disposal of an offices property in Avenue de Messine (Paris 8th) for 13.4 million euros;

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

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



The Net Profit, Group Share reached 52.7 million euros compared with 93.0 million euros as at 31 December 2011.

Net Current Cash Flow stood at 251.4 million euros as at 31 December 2012, up 12.5% compared with 31 December 2011 (223.5 million euros).

This performance is mainly due to the growth of the Commercial Property Investment business related to commercial successes

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

Key figures (in millions of euros) 31/12/2012 31/12/2011 Change

EBITTDAA 3884.5 3555.5 +88.2%%

PNE SAS classified as non-current(*) 2.3

Currrentt EBITDA 3886.8 3555.5 +88.8%

Financial profit (loss) (101.6) (97.2) +4.5%

PNE SAS classified as non-current 0.4

Currrentt financial profit/loss (1011.1) (97.2) +44.0%

Corporate tax(**) (37.2) (44.1) (15.7)%

Tax on provision for depreciation on client contracts and net release of investment provisions – Property Development Division (1.2) 0.0

Tax on capital gains from sales 1.9 9.3

PNE SAS classified as non-current 0.1

Exit tax 2.0

Currrentt coorporate tax (344.3) (34.8) (1..4 )%

NET CURRENT CASH FLOW 251.4 223.5 +12.5%

(*) Following elimination of internal margins achieved by the Property Development Division.

(**) The corporate tax results partly from the activities of the Property Development and Services Divisions and partly from Icade’s Holding business.

Loan to value (LTV)

Key figures (in millions of euros) 31/12/2012 30/06/2012 31/12/2011

Net financial debt(*) 2,725.4 2,666.6 2,690.9

Appraisal value of Property Investment Division Portfolio 6,849.7 6,756.6 6,727.3

Loan too vaalue (LTV)(**) 39..8% 399.5% 400.0%

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

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

At 31 December 2012, Icade’s net debt stood at 2,725.4 million euros (compared with 2,690.9 million euros at 31 December 2011).

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

Icade’s “loan to value” (LTV) ratio is calculated conservatively as the ratio between the Group’s net debt on all business activities including funding development, service and public & private partnership (PPP) operations, and the appraisal value of the assets (excluding duties) of the Property Investment Division without taking into consideration the value of development and services assets.

It was 39.8% on 31 December 2012 compared with 40.0% as at 31 December 2011.



NAV

NAV (in millions of euros) 31/12/2012 30/06/2012 31/12/2011Change

2011/2012Change

in %

EPRA single net NAV Group share 4,399.7 4,400.8 4,508.3 (108.6) (2.4)%

EPRA NAV single net per share (Group share – fully diluted in €) 84.7 84.9 87.5 (2.8) (3.1)%

Group share EPRA triple net NAV(*) 4,190.1 4,188.7 4,312.5 (122.4) (2.8)%

EPRRA trriple net NAV peer share(*)

(Grouup shharee – fully diluted inn €) 80.7 80.8 83.7 (3.0) (3.6)%

(*) EPRA triple net NAV presented in chapter 1 paragraph 3.4.6.

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

After restatement of the dividend of 3.72 euros (including an exceptional dividend of 0.37 euros) per share paid in June 2012, the EPRA triple net asset value increased 0.9%.

2.3. OUTLOOK

Over the coming years, Icade plans to continue to develop ways of improving its net current cash flow, particularly involving:

◆ the continued marketing of existing assets or assets to be delivered in 2013;

◆ the development of major secure projects located in business parks illustrates Icade’s desire to draw on the expertise of its commercial property development business to develop operations that can generate future cash flows and create value in the medium term;

◆ the accelerated implementation of diversif ication of f inancing sources to allow the continued reduction in the average cost of debt;

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

In the longer term, Icade’s positioning will be based on the significant potential to be found in developing its business parks on the outskirts of Paris, particularly as part of the Grand Paris project. The successful management of its unique land reserves will allow Icade to offer a comprehensive range of products, whose pace of development will be determined by market needs.

This in the context in which the merger with Silic will take place, enabling Icade to position itself as a leader in French commercial property investment and to strengthen its stock market status, while retaining a solid f inancial structure.



2.4. THE MAIN TRENDS IN THE PROPERTY MARKETS

2.4.1. Commercial Property Market

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

2.4.1.1. Investment in commercial real estate: higher than expected volumes

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

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

0

5

10

15

20

25

30

2003 2004 2005 2006 2007 2008 2009 2010 2012

9.711.7

16.0

23.5

27.4

12.6

7.7

11.714.5

2011

16.1

HY1

(in billions of euros)

HY2

QUARTERLY CHANGE IN COMMERCIAL REAL-ESTATE COMMITMENTS IN FRANCE

0

5

10

15

20

25

30

2003 2004 2005 2006 2007 2008 2009 2010 2012

9.711.7

16.0

23.5

27.4

12.6

7.7

11.714.5

2011

16.1

3.12.6

6.7

4.8

5.5

3.0

3.6

5.35.47.8

Q1


Q2 Q3 Q4

(Source: CB Richard Ellis)



The market performed consistently well throughout 2012, with particularly strong performance in the 2nd and 4th quarters, which recorded nearly 4.1 billion euros and 5.4 billion euros of investment respectively. Despite financing, which is still more restricted than it has been in the past, and despite the lack of tax incentives, 2012 recorded no fewer than 38 transactions for more than 100 million euros, which alone accounted for 53% of the year’s commitments. Investors continued to focus above all on the most secure, and even ultra-secure, core properties (51% and 24% respectively), entirely leased to solid tenants, with leases of at least six years at the time of acquisition, at values close to market rents. At the other extreme, the segment covering small transactions for less than 25 million euros, remained dynamic, with 372 transactions accounting for almost 20% of investments. This polarization tempered the increase in medium-size transactions, which worked out at slightly less than 30 million euros.

Geographically, the trend is still concentrated in the Île-de-France region. A premium exists for prime locations, such as urban shopping centres and Paris business districts. The inner suburbs performed exceptionally, with an 8% increase in activity. For the second consecutive year the Northern inner suburbs recorded very good results, with more than 200,000 square meters of take-up in 2012, the highest level since 2000.

Regionally, investment amounted to 3.3 billion euros, representing 23% of volumes invested, excluding indivisible multi-city portfolios (compared with 19% in 2011, 23% in 2010 and 26% in 2009).

The commercial property investment market was dominated by large, foreign institutional investors. Large transactions were

mainly due to rich, foreign institutional investors. For instance, 87% of transactions for more than 200 million euros involved international investors. This strong re-internationalization of the market was accompanied by greater diversity in the origin of foreign investors, with a particular increase in sovereign wealth funds. These invested directly during 2012, attracted by trophy assets in Paris.

The market in off-plan sales remained subdued, representing just 14% of office transactions. And investors’ risk aversion was reflected in a three-fold decrease in the volume of speculative sales which fell to 37% of off-plan office sales, from 76% in 2011.

In terms of product types, two-thirds of investments focused on office space, with a share of 69% or 9.9 billion euros (-20% in a year) – a historically low level. Retail property fully benefitted from its reputation as a defensive asset, accounting for 22% of investments or 3.3 billion euros (+30% in a year), particularly businesses on the ground floors of buildings and city-centre shopping malls. These alone made up 60% of retail volumes invested. Shopping centres declined slightly, however. Finally, investment in industrial space continued its slow recovery, with a total of 9% of volumes or 1.37billion euros (+33% in a year), representing the largest increase. This impressive result can be explained by the logistics portfolios segment, which accounted for nearly 50% of volumes.

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

0

2

4

6

8

10

12

14

16

Proportion of Warehouses and Business Premises

Proportion of Retail Total amount invested

1.5 1.30.6 0.9 1.0 1.11.9

2.83.3

2.4

10.0

5.2

8.0

9.9

12.7 12.6

7.7

11.7

16.114.5

2008


2009 2010 2011 2012


2.4.1.2. Offices

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



TAKE-UP AND IMMEDIATE SUPPLY IN THE ÎLE-DE-FRANCE REGION – CHANGE IN GDP (FRANCE)

-2

2011 201220102009200820072006200520042003200220012000

Supply Immediately Available(in thousands of m2) (in thousands of m2)

(in thousands of m2) in %

0

1,000

2,000

3,000

4,000

Change in GDP France(in %)

2.7 2.4

3.6

1.9

3.6

2.2

3.6

2.5

3.6

2.4

-3

-1

0

1

2

3

4

(Sources: CB Richard Ellis/Insee)

The volume of off ice take-up in the Île-de-France region was 2.47million m2 in 2011 (-3% in a year). The relative dynamism of the market in 2012 can particularly be explained by the resilience of transactions for more than 5,000 m2 which, after a disappointing f irst half of the year (277transactions for take-up of 322,200 m2), picked up in the second half. There was a total of 70 transactions for more than 5,000 m2 in 2012 (compared with 71 in 2011), totalling 1.1 million m2 of take-up (8%). More than 60% of these surface areas were pre-sold.

The proportion of new and restructured surface areas was 41% (4 points above its historic average), that of renovated property 27% and that of used office space 32%.

With 852,000 m2 of take-up in 2012, activity in Paris fell sharply (-10%) although at 36% it still accounts for a significant share of volumes in the Île-de-France region. In the absence of any mega deals, the Western Crescent experienced a decrease of around 15% in surface areas marketed. Activity in the inner suburbs and La Défense increased by almost 40%. In fact, the number of transactions for more than 3,000 m2 doubled in the inner suburbs.

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

0.0

0.5

1.0

1.5

2.0

2.5

3.0

2003200220012000 2004 2005 2006 2007 2008 2009 2010 20122011

2.8

1.51.8 1.7

2.02.2

2.9 2.8

2.4

1.92.2

2.42.5

Q1

(in millions of m2)

Q2 Q3 Q4


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



CHANGE IN IMMEDIATE SUPPLY IN THE ÎLE-DE-FRANCE REGION AT THE END OF THE YEAR

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

2003200220012000199919981997 2004 2005 2006 2007 2008 2009 2010 2011 2012

3.50

2.57

1.78

1.11

1.52

2.47

2.94 2.932.72

2.50 2.432.74

3.63 3.60 3.61 3.58

(in millions of m2)

New/restructured Renovated/second-hand


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

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

2013 2012 2011 2010 2009

Paris Centre West 5.2% 4.9% 5.6% 6.2% 4.1%

Paris South 3.6% 4.2% 5.9% 6.1% 3.1%

Paris North East 3.5% 3.3% 3.4% 4.3% 4.0%

Averagee PParis 4.4% 4.4% 5.3% 5.8% 33.8%

La Défense 6.6% 7.0% 6.0% 4.5% 3.6%

Western Crescent 10.8% 10.4% 9.9% 10.1% 8.2%

Inner Ring North 10.5% 11.7% 9.1% 10.5% 7.9%

Inner Ring East 7.6% 7.9% 8.4% 6.9% 4.3%

Inner Ring South 7.8% 7.3% 8.6% 11.6% 11.6%

Outer Ring 5.6% 6.0% 6.3% 5.8% 5.4%

Averagee Îlle-de-France 6.5% 6.6% 6.8% 6.8% 55.4%


In terms of rental values, a decrease has been recorded in the areas with the most supply. As at 1 January 2013, the weighted average rent for new, restructured or renovated surface areas in the Île-de-France region had fallen by 1.3% in a year, to 295 euros excl. taxes and charges/ m2/year. This relatively limited fall can be explained by the high proportion of turn-key transactions in the year’s take-up. The average rent for used surface areas remained fairly stable at 215 euros.

Conversely, for the North-East Paris area, the average weighted rent for new, restructured or renovated surface areas is up +2.8%,

to 330 euros excl. taxes and charges/ m2/year. Rent for used surface areas has risen 2.4% over a year, to 256 euros.

The market continues to be characterised by very selective behaviour on the part of potential users. Companies are proving very demanding when defining their specifications and are now very ready to expand their initial search parameters, forcing some owners to review their strategy in light of newly established competing areas. Significant sales incentives are meanwhile being offered, even tending to increase over the second half of the year.



Average prime rent in Paris Centre West increased slightly over the period (3%) to 771 euros excl. taxes and charges/ m2/year. A number of users still have an appetite for high-quality buildings at prestigious addresses, although these remain scarce.

Average prime rent in La Défense continued to fall, to 441 euros excl. taxes and charges/ m2/year (-4% in three months, -11% in a year), due to the shortage of transactions signed for more than 500 euros.

CHANGE IN RENTAL VALUES IN THE ÎLE-DE-FRANCE REGION BETWEEN 1990 AND 2012

€771

€441

€295

800

700

600

500

400

300

200

100

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

(in current € excl. taxes and charges/m²/year)

Paris Center West “prime” La Défense “prime” Average Île-de-France


2.4.2. New housing market in France: a sharp fall in�activity

(Sources: BIEN Database - Paris and Île-de-France Notaries/FPI/MEEDDAT/SESP: SOeS, ECLN/CBRE)

Dynamic sales in January 2012, due to the exceptional spike ahead of the announced tax reform, dried up sharply over the following months.

The downward spiral in volumes can be explained by the combined effect of:

◆ the major reduction in tax benef its granted to rental investment (rate of Scellier tax exemption reduced to 13% in 2012 for new LEB buildings compared with 22% in 2011);

◆ consumers’ wait-and-see attitude in light of the uncertain economic outlook;

◆ the significant reduction in help for first-time buyers due to reform of PTZ+ (zero-interest rate loans) at the end of 2011;

◆ the tightening of lending conditions for buyers, with rates remaining low (f ixed at 3.31% on average in November according to the Crédit Logement obser vator y) but conditions still restrictive:

– the level of contribution required remains between 15% and 20% of the price of the property (compared with 10% to 15% a year earlier),

– the average term of loans granted continues to be reduced, with 25-year loans accounting for just 18.1% of production during the first 9 months of 2012 (compared with 24.5% in 2011);

◆ continued downward pressure on prices and the prospect of rent caps mean a less attractive rental return for investors.

2.4.2.1. Housing construction

Following a good year in 2011, with 421,000 new homes, there was a sudden reversal in the trend, due to the low numbers of f irst-time buyers in particular. Between December 2011 and November 2012, construction start-ups fell by 11.3% to 360,000 units. These construction start-ups are broken down into 164,000 collective housing units, 174,000 individual housing units (including 127,000 purely individual and 47,000 grouped individual) and 22,000 units in residences.

The number of building permits granted between December 2011 and November 2012 was 514,000 units, broken down into 248,000 collective housing units, 228,000 individual housing units (including 155,000 purely individual and 73,000 grouped individual) and 38,000 units in residences. This represents an annual decrease of 1.4%



CHANGE IN CONSTRUCTION START-UPS AND BUILDING PERMITS ACROSS THE WHOLE OF FRANCE

(including Overseas Departments and Territories)

2012201120102009200820072006200520042003200220012000

330 308 322 308 328 311

379

461512

570 548

456397

454

535

314363

410 421 435369

333 346 360

514

421

Building permits Construction start-ups(situation at end of november 2012)

0

100,000

200,000

300,000

400,000

500,000

600,000

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

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

2.4.2.2. Number of housing units sold in metropolitan France

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

NEW RESIDENTIAL PROPERTY PLACED ON THE MARKET, SOLD OR AWAITING SALE IN FRANCE

(Activity by developers, programs with at least ; ve housing units, total for last 12 months)

3Q123Q00

Property placed on the market Sales Property for sale

0

50,000

100,000

150,000

200,000

3Q01 3Q02 3Q03 3Q04 3Q05 3Q06 3Q07 3Q08 3Q09 3Q10 3Q11

(Sources: CBRE/MEDDTL: SOeS, ECLN)



Due to the increase in commercial property for sale and the decline in sales, the average stock disposal time (ratio: stock/sales), for mainland France, increased to 13 months in the 3rd7quarter of 2012 (compared with 8.6 months in the 3rd quarter of 2011). This is slightly shorter for apartments (12.8 months) than for detached houses (15.0 months).

In the Île-de-France region, stock rose slightly to 8.7 months on sale, compared with 5.5 months one year earlier.

Production of new residential property has been sustained by tax or government incentives for more than 10 years. The effect

of these has been to steer the real-estate development market towards tax-exemption and first-time buyer products. The number of sales fell sharply in 2012, particularly investor sales (43% of total sales in 2012, compared with 57% in 2011 and 63% in 2010). The numerous tax reforms are doing nothing to stimulate the market.

The end of the Scellier scheme in 2013, replaced by the “Duflot” system, currently being drawn up, should lead to a refocusing on more social housing products, with capped rents and almost certainly lower returns, in return for large, although capped, tax7benefits.

VOLUME OF SALES OF NEW RESIDENTIAL PROPERTY IN FRANCE

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

2003200220012000 2004 2005 2006 2007 2008 2009 2010 20122011

Sales to investors

0

50,000

100,000

150,000

(Source: FPI)

In France, in the 3rd quarter of 2012 the average sale price per square meter for new apartments was stable, and even rose slightly, at 3,821 euros (+0.9%), compared with the 3rd quarter of 2011 (3,785 euros).

In the Île-de-France region, the average price per square meter of new apartments stood at 4,687 euros/ m2 in the 3rd quarter of 2012 (compared with 4,948 euros/ m2 in the 2nd quarter of 2012 and 4,913 euros/ m2 in the 1st quarter of 2012). This is a 5% decrease over a year (4,687 euros/ m2 compared with 4,954 euros/ m2 in the 3rd quarter of 2011).

The rise in prices is again linked to developers’ needs to offset the rise in construction costs, particularly in relation to environmental standards. Since 2011, the increase in commercial property for sale and the fall in demand have limited the effect of these inflationary influences, however.



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

2,000

2,500

3,000

3,500

4,000

4,500

5,000

2005

2,850

3,683

3,137

4,178

3,316

4,108

2006 2007 2008

3,314

4,070

2009

3,451

4,374

2010

3,618

4,543

2011

3,731

5,022

3Q2012

3,821

4,687

Île-de-France region Whole of France

(Source: MEEDDAT/SESP: SOeS, ECLN)

2.5. BUSINESS ACTIVITIES AND RESULTS 2012

2.5.1. Property Investment Division

2.5.1.1. Overview

Key figures (in millions of euros) 31/12/201231/12/2011

restated Reclassifications(*) 31/12/2011 Change

Turnover 399.7 364.6 0.6 364.0 +9.6%

EBITDA 323.1 287.0 (0.7) 287.7 +12.6%

EBITDA/Revenue 80.8% 78.7% 79.0% +2.7%

OPERATING PROFIT 137.9 175.6 (0.2) 175.8 (21.5)%

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

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

Strategic assets portfolio

Offices in France

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

Business Parks

Icade owns a site of nearly 80 hectares in the communes of Paris 19th, Saint-Denis and Aubervilliers. It is creating a business campus there, combining diversity and services with the aim of sustainable development.

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

Over 2012, the business parks have built up an additional 14,000 m2 with the delivery of the Beauvaisis building (12,000 m2) in January 2012 and various extensions in the Parc des Portes de Paris.



Alternative assets portfolio

Shops and Shopping Centres

This activity covers:

◆ the ownership, since its delivery in October 2009, of a shopping centre in Montpellier (50% ownership, jointly with Klépierre);

◆ the ownership, since its delivery in April 2011, of a shopping centre in Aubervilliers (50% ownership, jointly with Klépierre);

◆ the ownership of stores such as “Mr. Bricolage” which are instant and recurring cash flow generators.

Healthcare

Icade has become a major player in healthcare. Since 2007, Icade has been building a portfolio of 55 healthcare establishments, which are characterized by:

◆ assets that are instant cash flow generators;

◆ initial f ixed-term leases of 12 years;

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

Icade benefits here from a reputable team and expertise in this market.

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

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

Non-strategic assets portfolio

Warehouses

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

Offices in Germany

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

Residential Property Investment

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

The aim is to withdraw from these assets in the short or medium term.

2.5.1.2. Key figures

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

Turnover (in millions of euros) 31/12/2012

31/12/2011 restated Reclassifications(*) 31/12/2011 Change

Change on a like -for-

like basis

Offices France 128.0 119.1 20.5 98.6 +7.5% +5.2%

Business Parks 94.6 96.4 0.6 95.8 (1.9)% (0.7)%

Straateggic aassets portfoolio 222.7 215.55 21.1 1944.4 +3.3% +22.6%

Shops and shopping centres 24.8 22.1 22.1 +12.3% +1.5%

Healthcare 91.5 62.1 (20.1) 82.2 +47.3% +2.3%

Alteernaativve assets porrtfolio 116.3 84.22 (20.1) 1044.3 ++38.1% +22.1%

Nonn-strrattegic assets pportfolio 61.3 65.99 0.6 655.3 (7.0)% +00.1%

Investment intra- group businesses (0.6) (1.0) (1.0) (42.9)% (42.9)%

PROPERTY INVESTMENT DIVISION 399.7 364.6 0.6 364.0 +9.6% +2.1%

(*) Sale of Healthcare business assets on 1 January 2012 not owned by Icade Santé (mainly the Levallois building leased to the Ministry of Interior) to the OP ces

France business. The Healthcare business now therefore only includes the assets owned by Icade Santé (of which 63% are owned by Icade). Sale on 1 January

2012 of Icade Inmobiliaria by the Services business to the Property Investment business.



The table below displays the changes from 2011 to 2012 of rental income:

Dec 2011 Acquisitions Indexing Rentalbusiness

Dec 2012Disposals and refurbishments

Commercial Property Investment (in millions of euros)

361.9 396.8

+38.9

(11.6) (2.5)

+10.2

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

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

Rental Income (in millions of euros) 31/12/2011 Reclassifications

31/12/2011 restated

Acquisitions/ deliveries

Disposals/ restructuring Indexing

Rental business 31/12/2012

Offices France 97.9 20.0 117.9 7.6 (4.9) 2.9 3.4 126.8

Business Parks 95.7 0.6 96.4 1.0 (2.1) 3.4 (4.1) 94.6

Strattegicc asssets 193.6 20.6 214.3 8.6 (7.0) 6.3 (0.7) 221.5

Shops and shopping centres 22.1 22.1 2.4 0.7 (0.3) 24.8

Healthcare 81.7 (20.0) 61.6 28.0 2.4 (0.5) 91.5

Alterrnattivee assets 103.8 (20.0) 83.7 30.3 3.1 (0.8) 116.3

Non-straategic assets 64.4 64.5 (4.6) 0.4 (1.0) 59.2

Investment intra- group businesses (0.6) (0.6) 0.5 (0.1)

PROPERTY INVESTMENT DIVISION - Rental Income 361.8 0.0 361.9 38.9 ( 11.6) 10.2 (2.5) 396.8

Other Revenues 2.2 0.6 2.8 0.1 2.9

PROPERTY INVESTMENT DIVISION - Revenues 364.0 0.6 364.6 38.9 ( 11.6) 10.2 (2.4) 399.7

Acquisitions and deliveries of assets: have generated 38.9 million euros in additional revenue during 2012 and mainly consist of:

◆ investments made by Icade Santé at the end of 2011 and in 2012. Icade Santé has acquired 24 new clinics since January 2011 (11 of which in 2012), which has generated 23 million euros in additional revenue during 2012;

◆ the delivery of two office assets in Villejuif (7.5 million euros in additional rent) completed in December 2011 and March 2012 respectively and leased to LCL;

◆ the commissioning, in April 2011, of the le Millénaire Shopping centre in Aubervilliers, managed in partnership with Klépierre and which has generated 2.4 million euros in additional revenue.



Disposals and restructuring: 11.6 million euros in loss of rent in 2012.

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

Rentals (rentals, re-rentals, renewals and departures) and other: 2.4 million euro decrease in rent.

This mainly concerns lettings which occurred between the 2nd

half of 2011 and the 1st half of 2012, the main effects of which are:

◆ 3.4 million euros in additional revenue for Offices which mainly consists of:

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

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

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

– the letting, at the start of 2012, of Le Factory building in Boulogne -Billancourt has generated additional revenue of 1.7 million euros,

– exceptional sales negotiations which led to a protocol of reduced rent in the sum of 2.8 million euros on the PB5 asset,

– the increase in financial vacancy on the Champs -Elysées building has led to 0.6 million euros in lost rent as at 30 7December 2012;

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

– 1 million euros, for exceptional index-linking on the construction lease for the land for the Le Millénaire shopping centre in April 2011,

– 0.6 million euros for non-recurring rental adjustments over previous years,

– 2.5 million euros for lease renewals, including rent reductions in return for extensions to their residual terms;

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

◆ for the Warehouse business, the 0.5 million euro fall in rental income is primarily related to renegotiated leases for the Longvic warehouse.

The net rent of the Commercial Property Investment Division stood at 353.7 million euros for the year 2012, i.e. a margin of 89.1%, an improvement of 1.5 point compared with 2011.


31/12/2012 31/12/2011

Net rental income Margin

Net rental income Reclassifications

Restated net rental

income Margin

Offices France 117.6 92.7% 87.1 19.2 106.3 90.2%

Business Parks 81.2 85.9% 87.2 0.8 88.0 91.3%

Straateggic aassets 198.9 89.8% 174.3 20.00 194.3 91.3%

Shops and shopping centres 21.5 86.7% 20.1 (1.2) 18.9 85.5%

Healthcare 90.5 98.9% 80.3 (19.1) 61.0 99.0%

Alteernaativve assets 112.0 96.3% 100.4 (220 .3)) 79.9 955.5%

Nonn-strrattegic assets 42.4 71.7% 42.4 42.4 655.7%

Investment intra- group businesses 0.4 0.3 0.3

PROPERTY INVESTMENT DIVISION 353.7 89.1% 317.1 0.0 316.9 87.6%



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

◆ The improvement in the net margin of the Offices business is related to the letting of the buildings in Villejuif and to the improved occupancy rate of office buildings.

◆ The fall in the net rental income of Business Parks is the result of losses on unrecoverable receivables (2.0 million euros) and payment of severance compensation of 1.1 million euros. These losses were for very old debts and litigation, fully funded in Icade’s accounts. In addition, the Beauvaisis building, completed in January 2012, is in the

process of being leased. It is still generating unrecoverable charges of up to 1 million euros.

◆ The increased margin of Shops and Shopping Centres is related to the launch costs of the le Millénaire Shopping Centre, which put a serious strain on the rate of recovery of charges in 2011.

◆ The Healthcare business’s margin remains stable.

◆ The improved margin for non-strategic assets is mainly due to the improvement in the Residential Property Investment Division’s 2012 margin, which was impacted in 2011 by non-recoverable charges linked to disposals in previous years.

The Operating Profit/Loss for the Property Investments Division was 137.9 million euros as at 31 December 2012, 37.7 million euros less than in 2011.


31/12/2012 31/12/2011

Operating profit/loss

Operating profit/

revenueOperating

profit/loss Reclassifications

Restated operating

profit/loss

Operating profit/

revenue

Offices France 16.0 12.5% 33.1 16.5 49.6 41.7%

Business Parks 40.0 42.3% 43.5 0.8 44.3 45.9%

Straateggic aassets portfoolio 56.0 25.2% 76.6 117.3 94.0 433.6%

Shops and shopping centres 5.7 23.1% 6.6 (1.2) 5.3 24.2%

Healthcare 43.3 47.3% 45.1 (16.1) 29.0 46.7%

Alteernaativve assets porrtfolio 49.0 42.2% 51.7 (17 .3) 34.3 400.8%

Nonn-strrattegic assets pportfolio 32.9 53.6% 47.3 - 47.3 71.9%

Investment intra- group businesses

PROPERTY INVESTMENT DIVISION 137.9 34.5% 175.6 - 175.6 48.2%

This change is due to:

◆ an increase in net rent compared with 31 December 2011 (an increase of 36.8 million euros) associated with the effects of changes in scope and better recoverability of the operating expenses of the buildings;

◆ an increase in capital gains from the sale of assets, mainly belonging to the Residential Property Investment Division, of 7.2 million euros (see details of the sales in section 2.5.1.5 Arbitration Activity);

◆ asset depreciation of 71.2 million euros, mainly associated with the EQHO Tower (55.4 million euros over 2012);

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



2.5.1.3. Commercial Property Rental business

Breakdown of indicators by business

Classes of assetsRentable

floor spaceLeased

surface area

Financial occupancy

rate

Index-linked IFRS Rental

Income(€m)

Residual fixed lease average

duration(*)

(years)

Offices Frrance 3008,249 2887,292 94.0% 1111.6 5.6

Business Parks 475,378 439,384 91.0% 96.3 4.2

Parc du Mauvin 16,305 15,148 92.3% 1.9 3.0

Parc du Millénaire 66,822 64,327 96.6% 21.1 4.3

Parc du Pont de Flandre 90,513 78,011 85.6% 24.0 5.7

Parc des Portes de Paris Aubervilliers 229,810 214,500 91.4% 37.2 3.1

Parc des Portes de Paris (Saint-Denis) 66,484 61,955 91.1% 10.7 5.1

Quartier du Canal 5,444 5,444 100.0% 1.4 0.7

Shoops aandd shopping ceentres 211,346 2009,287 97.2% 24.2 4.7

Shopping centres 53,482 51,423 95.5% 14.5 1.9

Mr. Bricolage stores 157,864 157,864 100.0% 9.7 8.9

Heaalthccarre 7880,327 7880,327 100.0% 1115.5 9.6

Warrehoousses 5661,987 5007,230 90.4% 21.7 4.8

Offices Geermany 999,473 884,958 90.1% 12.9 7.5

COMMERCIAL PROPERTY INVESTMENT 2,436,759 2,308,478 94.8% 382.3 6.4

(*) All of the rents collected for the term of the lease.

The f inancial occupancy rate improved by 0.1 points at 31 December 2012 compared with 31 December 2011 (94.7%). This change is due to the lettings detailed below.

As at 31 December 2012, the average fixed lease term is 6.4 years and is slightly up compared with 31 December 2011. This rise is associated with the lease renewals signed in 2012, with the new sales that occurred over the year and with acquisitions (mainly clinics) made in 2012.

The policy adopted in relation to Business Parks involves maintaining a shorter average lease term for certain buildings than for offices, in order to benefit from a degree of flexibility in terms of asset management.

New Signings

In 2012, Icade signed 71 new leases, relating to nearly 73,400 m2 (including 60,000 m2 of strategic assets) and representing 20.8 million euros in headline rents. Icade therefore achieved commercial success in terms of its main assets delivered and currently being marketed.

New Signings for Assets Currently in Use

◆ Letting of 43% of vacant surface areas in the Factory building in Boulogne-Billancourt (92) in January 2012 to the companies BienSport (4,600 m2 – start date 24 January 2012), Elekta (667 m2 – start date 11 May 2012) and Rps Research (681 m2 – start date 1 December 2012). 7,900 m2 remains to be let as at 31 December 2012.

◆ Letting of the remaining vacant surface areas in the H2O building in Rueil -Malmaison in August 2012 to Geostock (2,700 m2 - start date 1 January 2013) and Kia Motors in September 2012 (2,600 m2 - start date 1 December 2012).

◆ Letting of 59% of vacant surface areas in the 521 building in January 2012 to the Endemol France Group (6,900 m2 – start date 1 July 2012), CNAV in March 2012 (700 m2) and Navaho in October 2012 (3,100 m2 - start date 1 January 2013). There is 2,100 m2 of vacant space remaining, made up of a 845 m2 office lot and two business lots of 1,255 m2 (including a 580 m2 lot reserved for an inter-company restaurant).



◆ Letting of 36% of surface area in the 026 building in October 2012 to the Maif (2,800 m2 - start date 1 May 2013). There is 1,800 m2 of vacant space remaining.

◆ Letting in June 2012, of a unit in the Eurofret Strasbourg warehouse to Dachser France (4,750 m2 – effective from 1 July 2012).

◆ Letting of 98% of leasable surface area in the PB5 tower in La Défense, following the departure of its sole tenant Scor, to the companies Total SA (6,100 m2 – start date November 2012), Ubiqus, Rehalto and Scor (4,900 m2 – start date December 2012) and ERDF in December 2012 (5,600 m2 – start date 1 January 2013). 11,400 m2 was taken off the market to allow the completion of refurbishment works during 2013.

◆ Letting of 28% of the surface area of the Le Beauvaisis building in the Parc du Pont de Flandre in January 2013 to ARD (3,350 m2 – start date 1 May 2013).

◆ Letting of 39% of the surface area of Millénaire 5 in the Parc du Millénaire in February 2013 to Numergy ( 1,9007m27– start date 18 February 2013).

New Agreements - Developing Assets

◆ Signing of an off-plan lease, in January 2013, following an exclusive partnership with Veolia Environnement concerning the establishment of its 45,000 m2 head office, in the Le Millénaire district of Porte d’Aubervilliers, due to house 2,000 employees by the 1st half of 2016.

Icade is also continuing its programming for the development of the north-eastern district of Paris. Veolia Environnement is bringing together it business lines in a single building, thereby contributing to the district ’s regeneration. The project meets the latest technological requirements in terms of the environment and energy performance. With HQE and BREEAM Very Good certif ication, it will also be labelled BBC.

◆ Signature, in December 2011, of a protocol agreement with the Government , confirmed in a f irm agreement signed in February 2012, for the lease and/or the sale of Le Millénaire 3 to the Ministry of Justice. In January 2012, Icade has thus initiated the design studies of this building of around 32,000 m2 net floor area.

The building permit, f iled in July 2011, was obtained on 9 7December 2011. Work began at the start of 2013, in line with the schedule. Delivery is planned for April 2015.

It is a new-build with seven levels over the ground floor, also including two infrastructure levels containing 345 parking spaces and archive premises. The project, entrusted to the KPF architectural f irm, is based on an atrium protected by a glass roof, at the base of which all of the services will be grouped together (lobbies, restaurant, cafeteria, concierge service). With HQE and BREEAM Excellent certif ication, it will also be labelled BBC.

Renewals

Icade has continued with its rental policy in 2012, which consists of offering its key tenants a renewal of their leases in order to secure sustained cash flows. This asset management work resulted in the signing of 23 leases covering 76,700 m2.

The renewals have secured 17.1 million euros in face rents with an average firm period of 5.6 years.

Departing Tenants

As previously announced, Icade saw the departure of its sole tenant from the PB5 tower on 31 December 2012. Scor had given notice on its lease, which expired at the end of 2012. Its departure represents a 12.8 million euro loss in annual rent. However, 17,200 m2 has already been re-let by Icade’s asset management teams.

Apart from Scor, departures in 2012 related to 73 leases (48,800 m2) and represented a rental loss of 8.7 million euros.

In terms of strategic assets, departures amounted to 63 leases (34,600 m2). These break down as follows:

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

◆ The balance of around 22,650 m2 corresponds to the voluntary departure of tenants at the end of their leases.



The nature of the vacant space as at 31 December 2012 is diverse and should therefore be adjusted in terms of the impact, depending on the designated use.

It mainly involves the following assets:

Assets in Operation TownsVacant Space

(in m2)

Potential annual rental income


Factory Boulogne-Billancourt 7,900

29-31-33 Champs -Elysées Paris 2,700

European Evry 2,700

Other Offices France 7,700

Sub Total Offices Fraance 21,0000 7.1

Building 028 Paris 8,600

Building 265 Aubervilliers 5,200

Building 134 Saint-Denis 2,600

Millénaire 5 Aubervilliers 2,400


Building 026 Paris 1,800


Other Business Parks 11,700

Sub Total Business PParks 36,0000 9.5

CC Le Millénaire Aubervilliers 1,500

Other Shopping Centres 500

Sub Total Shopping Centrres 2,0000 0.7

Tharabie Saint -Quentin -Fallavier (38) 31,500

Eurofret Strasbourg (67) 14,600

Casino Servian (34) 5,600

Other warehouses 3,100

Sub Total Warehousees 54,8000 2.3

Other Offices Germany 14,500

Sub Total Offices Geermany 14,5000 1.4

COMMERCIAL PROPERTY INVESTMENT 128,300 21.0

As at 31 December 2012, vacant sur face areas represent 57,000 m2 of strategic assets for potential rental income of 16.6 million euros.

On a like-for-like basis (without taking account of the Le Beauvaisis building delivered at the start of 2012, whose letting was delayed by works on the T3 tramway), vacant surface areas are down by 13.3%.

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



List of main tenants as at 31 December 2012

Assets excluding Healthcare

Occupants Rent (as %) Area rented (as %)

PwC 8.2% 2.0%

Crédit Agricole SA 7.5% 4.8%

Casino group (11 warehouses) 6.2% 25.8%

French Interior Ministry 4.3% 1.7%

Mr. Bricolage group (38 stores) 3.6% 10.1%

Icade Group 3.2% 1.6%

GMG (T-Systems) 2.4% 2.6%

Pierre & Vacances group 2.4% 1.3%

Rhodia group 2.0% 2.6%

Agence Régionale de Santé 2.0% 1.1%

Euro Média France 1.9% 2.2%

Ingenico group 1.7% 0.7%

Club Mediterrannée 1.5% 0.8%

I.F.F. 1.3% 0.3%

Coca-Cola group 1.3% 0.6%

UBS Securities 1.3% 0.4%

RTE group 1.3% 0.4%

Tribunal de Grande Instance (regional court) 1.2% 0.5%

Eurasia group 1.2% 1.3%

Heineken group 1.1% 0.6%

Balance 44.6% 38.5%

100.0% 100.0%

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



Healthcare assets

Occupants Rent (as %) Area rented (as %)

Vedici group (16 facilities) 30.9% 35.0%

Médi Partenaire group (15 facilities) 27.1% 26.4%

Générale de Santé (12 facilities) 24.8% 18.5%

Harpin group ( 2 facilities) 6.3% 6.4%

3H group ( 4 facilities) 4.9% 6.1%

Clinipôle group ( 3 facilities) 3.3% 3.6%

C2S group ( 3 facilities) 2.7% 4.0%

55 facilities as at 31/12/2012 100% 100%

Schedule of leases per Business in annual rents (€m)

BusinessesOffices France

Business Parks

Shops and shopping

centres Healthcare WarehousesOffices in Germany Total %

2013 11.2 13.1 4.7 0.3 0.3 1.4 31.1 8.1%

2014 13.9 12.7 2.8 - 5.6 0.1 35.2 9.2%

2015 16.4 13.4 6.0 - 4.1 0.7 40.5 10.6%

2016 8.7 16.8 0.3 - - 0.7 26.4 6.9%

2017 8.1 10.0 - - 2.4 1.0 21.6 5.7%

2018 6.2 5.2 - - 0.8 - 12.1 3.2%

2019 2.7 10.6 0.8 10.6 - 2.4 27.2 7.1%

2020 3.5 2.2 0.2 28.8 8.5 - 43.2 11.3%

2021 29.4 11.2 8.8 8.6 - - 58.0 15.2%

> 2021 11.5 1.1 0.7 67.1 - 6.6 87.1 22.8%

TOTAL 111.6 96.3 24.2 115.5 21.7 12.9 382.3 100.0%

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



Rental Position – Risk of Rent Revisions

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

The analysis, made within the scope of the Commercial Property Investment Division, nevertheless shows that the risk is limited.

In fact, the potential risk of a return to market rental values is 2.6 million euros, representing a risk of potential loss of rent of around 0.7% of rents for the entire Commercial Property Investment Division.

When risk is demonstrated by official notif ication from a tenant, Icade posts a provision for risk of rental provision in its consolidated accounts.

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

Businesses Appraisal incl. duties

12/2012 (in millions of euros) o/w HQE < 10 years > 10 years

Offices France 1,993 604 1,524 469

Business Parks 1,535 489 673 862

Shops and shopping centres 462 202 370 92

Healthcare 1,812 - 1,326 486

Warehouses 200 - 130 70

Offices in Germany 203 - 146 57

COMMERCIAL PROPERTY INVESTMENT 6,206 1,295 4,169 2,036

67% 33%

The average age of the assets was calculated taking into account the latest asset-restructuring events that have taken place.

With regard to the assets operated by the Commercial Property Investment Division, based on appraisal values (duties included) as at 31 December 2012 of the assets in operation, close to 67% were built or renovated after fewer than 10 years.

In addition, the share of HQE certif ied assets in operation is almost 21% as at 31 December 2012, which is stable compared with 31 December 2011 (the EQHO Tower does not fall within this indicator since it was under development as at 31 December 2012, although on delivery it is likely to receive the “BBC Renovation” label). In the coming years, the EQHO Tower, Véolia’s future head office and Le Millénaire 3 should improve this ratio.



Geographical Breakdown of Assets

Geographic regionAnnualised rents

(in millions of euros) %Rentable

floor space %

Paris CBD 10.0 2.6% 17,174 0.7%

Western suburb 69.9 18.3% 154,762 6.4%

Other Paris 48.4 12.7% 163,427 6.7%

Other suburb 109.2 28.6% 590,575 24.2%

Regional 131.9 34.5% 1,411,348 57.9%

Outside France 12.9 3.4% 99,473 4.1%

COMMERCIAL PROPERTY INVESTMENT 382.3 100.0% 2,436,759 100.0%

The Commercial Property Investment Division’s strategic assets are located in Paris and Île-de-France. The alternative assets portfolio is mainly located in Île-de-France and the regions.

2.5.1.4. Investment

Icade has continued to add value to its assets in order to increase the generation of cash flows in the longer term, and at the same time it has acquired healthcare assets that produce immediate cash flows. Total investments over the period amounted to 557.5 million euros.

To finance its investments in 2012, Icade mainly used its own cash flow, corporate credit lines and, specifically for investments in its subsidiary Icade Santé, capital increases carried out with institutional investors.

Assets Total Asset

acquisitions Asset

restructuring Construction

extensions

Renovation/ major

maintenance

Offices France 115.4 - 96.0 3.5 15.9

Business Parks 53.1 - 2.7 22.9 27.5

Straateggic aassets portfoolio 168.6 - 98.7 26.5 443.4

Shops and shopping centres 1.0 - - - 1.0

Healthcare 377.7 309.6 - 68.1 -

Alteernaativve assets porrtfolio 378.7 309.6 - 68.1 1.0

Nonn-strrattegic assets 10.2 - - - 110.2

PROPERTY INVESTMENT DIVISION 557.5 309.6 98.7 94.6 54.7

This policy can be divided into four types of investments:

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

◆ Offices in France for 96 million euros, including work on the EQHO Tower as part of its refurbishment;

The EQHO Tower:

Icade started renovation work on the tower it owns in March 2010, signing a corporate general works contract with the company BATEG (VINCI group).

These works began with the cleaning and removal of asbestos from all the levels of the tower and have continued with the total renovation of all internal spaces.

Moreover, it was decided during the course of 2010 to carry out the 2nd phase of the work, which consists of replacing the façade of the tower and renovating the car park and the exterior spaces; an amendment to the contract for the work was signed with BATEG in December 2010.

The building permit, relating to category 3 of the works was obtained on 26 April 2011 and work on this phase commenced at the beginning of October 2011. The base of the tower is to be refurbished (floors -1 to 4), creating a 2nd access from Boulevard Circulaire in La Défense, and to create a certain number of services areas at ground level of the building.



The renovated tower can claim an equivalent positioning to the latest generation towers in La Défense (quality of services, environmental labels, and “premium” rent level).

It will be available for lease at the start of the 2nd half of 2013 and is already in the pre-marketing phase.

◆ Business Parks: 2.7 million euros concerning the renovation work on Le Beauvaisis.

Constructions & extensions of assets: these investments mainly involve:

◆ Business Parks: investments represented 22.9 million euros in 2012 and mainly related to studies into the Millénaire 3, Millénaire 4 and Veolia projects as well as Îlot E.

◆ Healthcare: this essentially involves construction or extension work on clinics, to a sum of 68.1 million euros. This work is part of the rental conditions, fixed contractually on acquisition, and will lead to a rent supplement on delivery.

Renovations/Major Maintenance & Repairs: mainly refer to the expenses of renovation work on business parks and accompanying measures (leaseholders’ work).

Asset acquisitions: a selective strategy concerning the assets with high profitability and instant cash f lows. In 2012, total acquisitions represent 309.6 million euros and relate to the acquisition of 11 healthcare facilities. These assets (173,0007m27- 2,100 beds) are subject to firm leases of 12 years, signed with the operators Médi-Partenaires (the 3rd largest group of private hospitals in France, operating more than 25 clinics),

Vedici7and Clinipôle. These transactions allow Icade to continue its development and diversif ication based on rental in the healthcare sector.

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

Finally, it is worth noting that the majority of the leases are very favourable to the Clinics business, since the tenant is contractually obliged to take on all the charges and the expenses for maintenance and renovation (net triple rent).

2.5.1.5. Trade-offs

Icade is carrying out an active trade-off policy on its assets, based on three main principles:

◆ optimization and turnover: sale of mature assets, for which most of the asset management work has been done and where there is a high probability of capital gain on the sales;

◆ rationalization of the portfolio: sale of assets of modest size or held under joint ownership;

◆ shift to the commercial sector, disposal of non-strategic assets: sale of assets, which do not belong in the core of the Commercial Property Investments Division.

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

Assets Total Optimisation Portfolio

rationalisation

Shift to the commercial

sector

Offices France 206.3 107.5 98.8 -

Business Parks 2.8 - 2.8 -

Straateggic aassets portfoolio 2209.0 1107.5 1101.5 -

Shops and shopping centres - - - -

Healthcare - - - -

Alteernaativve assets porrtfolio - - - -

Nonn-strrattegic assets pportfolio 1117.2 - - 1117.2

PROPERTY INVESTMENT DIVISION 326.2 107.5 101.5 117.2

This relates primarily to the following:

◆ the sale of the 7,100 m2 HQE certified Mistral office building in Paris 12 for the sum of 60 million euros. Sold off-plan to the Agence Française de Développement (AFD) [French Development Agency], the building was delivered at the start of 2012;

◆ the sale in December 2012 of the office building located on Avenue de Messine in Paris for 107.5 million euros, representing 8,400 m2 ;

◆ the sales in March and July 2012 of commercial properties in Paris Montparnasse, Mâcon and Evreux for 8.9 million euros;



◆ the sale in October 2012 of a jointly-owned property in a building in Neuilly-sur-Seine (92) with a surface area of 2,034 m2 to BNP Real Estate for 16.9 million euros;

◆ the sale in October 2012 of a jointly-owned property on the 21st f loor of the Areva Tower in Courbevoie (92) with a surface area of 2,100 m2 for 12.2 million euros;

◆ the sales in July and December 2012 of two warehouses in Toulon and Rognac with a total surface area of 36,4007m2 for 9.1 million euros;

◆ the sale in December 2012 of land with a surface area of 704,000 m2, located in Bad Homburg to the north of Munich and Stuttgart as well as land in Munich for a total of 17.2 million euros;

◆ the sale in December of an office building with a surface area of 11,200 m2, located in Berlin for 25.5 million euros;

◆ the sale in December of an office building with a surface area of 1 0,200 m2, located in Berlin for 14.0 million euros;

◆ the signing of undertakings to sell in 2012, relating to a business park in Berlin (11,900 m2), an off ice building in Frankfurt (7,500 m2) and land in Germany for a total amount of 88.3 million euros.

◆ in 2012, Icade continued the process of selling residential units, notably including the block sale of 495 units located in Epinay-sur-Seine for 33.0 million euros and of 86 single units for a total amount of 10.1 million euros;

◆ shops in the ground floors of buildings, located mainly in Saint-Denis, Créteil and Epinay-sous-Sé nart, were sold in 2012 for 4.3 million euros;

◆ various properties were sold for a total amount of 3.2 million euros, including land in Saint-Denis for 1.9 million euros.

On 12 July 2012, Icade signed an undertaking to sell relating to jointly-owned properties in a building in Tour Arago à Puteaux (92) with floor space of approximately 2,400 m2. The sale is expected to be completed during the 2nd half of 2013.

After closing of the accounts, Icade signed:

◆ an undertaking to sell concerning 11 of Icade’s logistics platforms for a total of 145.0 million euros. Final completion of the sale is expected to take place during the 1st half of 2013;

◆ an undertaking to sell concerning the block sale of 8497units located in Sarcelles (95) for 43.2 million euros. Final completion of the sale is expected to take place during the 1st half of 2013.

2.5.2. Property Development Division

2.5.2.1. Key figures

Real-estate markets experienced a general slowdown in 2012.

Uncertainty over the future of the eurozone dissipated to some extent, making way for bleak prospects for economic growth in France for 2013.

Despite concerns, interest rates remained at historically low levels, although in a general context of tighter credit.

As expected, f iscal real-estate conditions deteriorated, with the announcement that the Scellier scheme would end on 31 December 2012, and reform of taxation on capital gains from real estate.

Despite the continuation of schemes to support activity, the market is entering a period of uncertainty due to rising unemployment, a heavier tax burden, and reduced and selective bank lending.

A decline in volumes of activity can be expected in 2013.

However, sales results recorded over the previous year have maintained a high level of activity during 2012. In fact, despite a 9.5% loss in revenue recorded by the Residential Property Development business, EBITDA is down by 7.2% compared with 2011, representing a EBITDA/turnover ratio of 7.7%, 0.2 points higher than the previous year.

Operating profit/loss for the Residential Property Development Division is down 8.9% (46.3 million euros as at 31 December 2012 compared with 50.8 million euros as at 31 December 2011).

The Residential Property Development Division remains vigilant in its commitments by adapting production to market conditions and tightening its commitment criteria to preserve operations margins rather than revenue.

With regard to the Commercial Property Development business, operating profit/loss was down 29.6% compared with 2011 mainly because of the delivery during the 1st quarter of 2012 of the operation in Saint-Nazaire and the 5th and final office building in Villejuif.

In December 2012, the corporate governance bodies of CDC and Icade authorised the takeover by CDC of Icade’s stake in development company PNE SAS. The f inancial impact of this disposal was calculated based on an independent technical and financial audit carried out in the 2nd half of the year, and entirely posted in 2012. This results in an operating loss of 17.9 million euros in Icade’s consolidated accounts in relation to the development company Paris Nord Est SAS.

As at 31 December 2012, the operating profit of the Property Development Division was 51.9 million euros, or 4.8% of turnover compared with 77.1 million euros and 7.0% of turnover as at 31 December 2011. This deterioration is mainly due to the additional loss incurred by the PNE development activity (17.97million euros in operating loss over the course of the year). Excluding this activity, 2012 operating profit stands at 6.6% of turnover.



Key Figures(in millions of euros) 31/12/2012

31/12/2011 restated Reclassifications(**) 31/12/2011 Change

Residential Property Development 669.9 740.5 740.5 (9.5)%

Commercial Property Development 408.9 363.7 (9.6) 373.3 +12.4%

PNE Development 16.0 9.6 9.6 0.0 +67.1%

Inter-business Development (24.1) (7.6) (7.6)

REVENUES(*) 1,070.7 1,106.2 0.0 1,106.2 (3.2)%

Residential Property Development 51.7 55.7 (1.0) 56.7 (7.2)%

Commercial Property Development 19.6 25.2 (0.1) 25.3 (22.4)%

PNE Development (7.3) 1.1 1.1 0.0 N/A

Inter-business Development 5.0 0.0 0.0

EBITDA 68.9 82.0 0.0 82.0 (15.9)%

Residential Property Development 46.3 50.8 (6.6) 57.4 (8.9)%

Commercial Property Development 21.1 29.9 10.2 19.7 (29.6)%

PNE Development (17.9) (3.6) (3.6) 0.0 N/A

Inter-business Development 2.4 0.0 0.0 0.0

OPERATING PROFIT 51.9 77.1 0.0 77.1 (32.7)%

(*) Turnover based on progress, after inclusion of the commercial progress and work progress of each operation.

(**) Reclassi( cation of the PNE Residential Property activity to the Residential Property Development business and of the name of the PNE Development activity.

Turnover

Development-PNE Project

1.5%

Services

17%

Residential

61.2%

Engineering

2.5%

Public and healthcare facilities

14.1%

Project management services

3.8%

The Residential property business is the main contributor, representing 61.2% of overall business (66.5% as at 31 December 2011).

The commercial property development businesses are up overall at 408.9 million euros (363.7 million euros as at 317December 2011) with:

◆ a decline in Public Facilit ies and Healthcare (-28.5% to 1547 million euros), offset by Commercial Property Development (+152.3% to 186.3 million euros);

◆ a fall of 9.7% for the services business, to 41.3 million euros (compared with 45.7 million euros as at 31 December 2011), and of 5.4% for the engineering business compared with 31 December 2011 (27.3 million euros turnover compared with 28.8 million euros as at 31 December 2011).

Development backlog and Service order book

The backlog represents the revenue signed (before tax) but not yet recognized on development operations based on progress and signed orders (before tax).

The order book represents the service contracts (before taxes) that have been signed but are not yet productive.



Property development backlog as at 31 December 2012 (in millions of euros) Total

Île-de-France region Regions

Residential development (inc. subdivision) 1,081.6 599.0 482.6

Commercial Property Development 380.8 321.7 59.1

Public and Healthcare Facilities Development 123.5 35.5 88.0

Engineering order book 38.6 19.9 18.7

Project management services order book 68.7 41.5 27.2

TOTAL 1,693.2 1,017.6 675.6

The total backlog of the Proper t y Development Division stands at71,693.2 million euros (compared with 1,808.2 million euros as at 31 December 2011), a fall of 6.4% compared with 31 December 2001.

These changes can be analysed as follows:

◆ a 5.2% increase in the Residential Property Development backlog, from 1,027.9 million euros in 2011 to 1,081.6 million euros in 2012. The guaranteed portion, corresponding to deeds of sale, is 58% of the total (compared with 66% at 31 December 2011);

◆ a fall in the Commercial Property Development backlog, from 485 million euros to 380.8 million euros, mainly due to the start of operations such as Joinville Urbagreen,

Guyancourt Le Start , Saint-Denis Sisley, Lyon Ambre and Opale;

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

◆ stability in the engineering order book at 38.6 million euros (38.8 million euros in 2011) and a decrease in the Services Division order book from 77.2 million euros to 68.7 million euros (-11%).

2.5.2.2. Residential Property Development



Revenues(*) 669.9 740.5 - 740.5 (9.5)%

EBITDA 51.7 55.7 (1.0) 56.7 (7.2)%

Margin (EBITDA/Revenues) 7.7% 7.5% - 7.7% -

Opeeratiingg income 46.3 50.8 (6.66) 57.4 (8..9)%



Turnover is down, at 669.9 mill ion euros compared with 740.5 7million euros at 31 December 2011.

The market was not supported by private investors like it was last year and the flow of commercial stock has slowed down (flow has fallen 7.8% compared with 12.6% in 2011).

However, lettings are active with corporate lessors in block sales and first-time customers.

EBITDA is 51.7 million euros, i.e. 7.7% of revenues (7.5% of revenues at 31 December 2011 at 55.7 million euros) confirming a good level of profitability for 2012.

As at 31 December 2012, unsold completed stock comprised 1177residential properties, representing 21.0 million euros in revenues compared with a stock of 118 plots as at 31 December 2011 for 16.37million euros in revenues.



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

Île-de-France region Regions Total

Number of plots 2,427 3,270 5,697

Revenues (potential in millions of euros) 534.3 591.4 1,125.7

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

Launch of projects to build new residential properties and building plots as at 31 December 2012

Île-de-France region Regions Total

Number of plots 1,759 2,410 4,169

Revenues (potential €m) 358.6 525.8 884.4

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

Reservations of new homes and plots of building land

31/12/2012 31/12/2011 Change

Number of housing reservations 4,295 5,377 (20.1)%

Housing reservations in millions of euros (including tax) 814.8 1,108.5 (26.5)%

Housing withdrawal rate 19% 15% -

Number of building plot reservations 99 246 (59.8)%

Reservations of building plots in millions of euros (including tax) 7.0 23.1 (69.7)%

In 2012, the housing unit withdrawal rate was 19%, an increase compared with 2011 (15%).

Breakdown by type of housing customer

Buyers

34.2%

Individual investors

25.0%

Social Institutional Investors Social-housing companies-investors

26.4%

Institutional investors

14.4%

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



Average sale price and average surface area based on reservations

31/12/2012 31/12/2011 Change

Average price including taxes per habitable m2 (€/m2) 3,256 3,465 (6.0)%

Average budget including tax per residential unit (in thousands of euros) 189.6 206.2 (8.1)%

Average floor area per residential unit (m2) 58.2 59.5 (2.2)%

The average budget for residential units reserved for the year is 189.6 thousand euros, down 8.1% compared with 2011.

The average price including tax per m2 is 3,256 euros, down 6% compared with 2011.

The sale of several student and senior residences during the 1st7half7of 2012 and the sale in 2011 of 713 plots in the PNE project in inner Paris had a direct effect on the fall in average surface area sold, the average budget per residential unit and the average price per habitable m2.

As at 31 December 2012, the number of notarised sales has decreased by 23.7% (and by 24.7% as an amount) to 775.5 million

euros for 4,069 residential units and plots compared with 1,029.8 million euros and 5,330 residential units and plots as at 31 December 2011.

Property portfolio

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

2.5.2.3. Commercial Property Development



Revenues(*) 408.9 363.7 (9.6) 373.3 +12.4%

EBITDA 19.6 25.2 (0.1) 25.3 (22.4)%

Margin (EBITDA/Revenues) 4.8% 6.9% - 6.8% -

Operating income 21.1 29.9 +10.2 19.7 (29.6)%

Turnover (in millions of euros) 31/12/2012 31/12/2011


Commercial Property Development 408.9 363.7 (9.6) 373.3 +12.4%

Public and Healthcare facilities 154.0 215.4 - 215.4 (28.5)%

Services 186.3 73.8 - 73.8 +152.3%

Project Management Assistance 41.3 45.7 - 45.7 (9.6)%

Engineering 27.3 28.8 - 28.8 (5.4)%

Others - - (9.6) 9.6 0.0%





Public and Healthcare business

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

◆ in terms of large projects, Icade won the consultation for the “Espace Océan” urban project in St Denis in La Réunion (83,000 m2 of residential property, commercial property, offices, hotels and public amenities) and signed the concession agreement in May 2012;

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

◆ in the field of Healthcare, and despite the slowdown in hospital funding, large hospital projects continued on schedule (Orléans, Dunkerque, Melun, Pointe-à-Pitre, Fort-de-France and Nouméa). Major new contracts were won: Saint-Pierre-de-La-Réunion, Libourne, Gonesse, Strasbourg university hospital institute, Hôpital Nord Nouvelle Calédonie and calls for architectural bids were re-launched for the project to build a new hospital in Monaco;

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

development contracts. Le Havre, St -Nazaire, Angoulême and Err (66) are the largest projects. New partnerships have been developed with the main investors (including the Caisse des Dépôts) and nursing home operators;

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

◆ f inally, Icade set up an operational organisation to support the Greater Paris development dynamic.

Revenues for 2012 from the “Public and Healthcare” Property Development business fell 29.0% to 154.0 million euros. This forecast decline in business is mainly due to the end of the PPP project for the hospital at Saint-Nazaire, which was delivered at the end of February 2012.

As at 31 December 2012, Icade’s project portfolio in the Public and Healthcare Development sector, consisted of 198,717 m2 of projects (compared with 357,028 m2 as at 31 December 2011), comprising:

◆ 111,490 m2 (compared with 210,989 m2 in 2011) of projects under construction, including 10,000 m2 for PPPs;

◆ 87,227 m2 of projects at the initial development stage (146,039 m2 as at 31 December 2011).

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

Operations in progress

Rounded floor area

(in m2 Net Floor

Area) Type of development Set-up Location

Expected completion

date

Vincennes Zoo (PPP) 10,000 Zoological gardens Property development contract Paris 12 (75) 2013

Montpellier Grisettes 7,405 Medical-social facility Property development contract Montpellier (34) 2013

Site de Loire in Tours 9,372 Nursing homes Property development contract Tours (37) 2014

Saint-Denis 7,441 Hospital car parks Property development contract La Réunion (974) 2013

Dijon Mutualité Gérontopôle 13,000

Medical-social establishment O ̀-plan Dijon (21) 2013

Montpellier ERR Cerdan 6,103 Geriatric center Property development contract Montpellier (34) 2014

Bourgoin-Jallieu Synergie 11,355 Medical centre O ̀-plan Bourgoin-Jallieu

(69) 2013

Principal operations delivered in 2012:

◆ St -Nazaire: Hospital PPP, under a property development contract for 92,300 m2;

◆ Saint-Claude (Guadeloupe): Business school in Guadeloupe (UMAG), under a property development contract for 6,577 m2;

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

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

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

◆ Sablé-sur-Sarthe Student medical centre under a property development contract for 16,001 m2;

◆ Marseille: Mucem, museum archives PPP, under a property development contract for 13,000 m2;

◆ St -Yriex -la -Perche: Obesity centre under a property development contract for 4,850 m2;

◆ Nantes Viviani: Orpéa nursing home under a property development contract for 5,282 m2.



Since 1 January 2012, 56.8 million euros (Icade’s proportional share) of contracts were signed for off-plan sales (VEFA) or property development contracts (CPI):

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

◆ Isle d’Espagnac (16) la Source: Nursing home under a property development contract for 4,750 m2;

◆ Tours: Loire site nursing home as a property development contract of 9,372 m2;

◆ Lahonce: Services centre under a property development contract for 3,465 m2;

◆ Le Havre: St Just nursing home as an off-plan sale for 5,241 m2;

◆ Le Havre: La Mare au Clerc nursing home as an off-plan sale for 3,280 m2;

◆ Dethel Tassin: Nursing home under a property development contract for 6,196 m2.

Commercial Property and Shops

In an uncertain economic context the market is proving resilient, but is becoming very selective and concentrated on the best assets.

In this context, Icade nonetheless continued its efforts, signing the following contracts:

◆ Joinville (94): Off-plan sale for the Urbagreen building with Wereldhave (18,950 m2 of offices), work for which began in the 1st half of the year;

◆ Orléans (45) Ilot Calvin: Offices as a property development contract for 5,283 m2 for Immobilière Lelievre;

◆ Nantes Viviani (44): Off-plan offices of 6,271 m2 for the city of Nantes/General Council;

◆ Guyancourt (78) “Start”: Off-plan offices of 30,241 m2 with SCOR;

◆ Lille La Madeleine (59): Off-plan offices of 4,468 m2 with Unofi (Scpi Notapierre);

◆ Paris 19 PNE: Off-plan offices in co-development with BNP PARIBAS (27,600 m2).

The following are notable in terms of the Retail business:

◆ the launch of studies for the Espace Océan complex project in Saint-Denis, La Réunion;

◆ active letting of surface areas, with contract signed with cinemas at the Bleu Capelette shopping centre in Marseille.

As at 31 December 2012, revenues of the Off ices and Shops Development business (186.3 million euros compared with 73.8 million euros last year) have clearly increased, due to the start of new operations, particularly in Île-de-France.

The main operations that have contributed to turnover for 2012 are:

◆ Joinville “Urbagreen” for WERELDHAVE;

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

◆ Paris “Le Garance” (Paris 20th) for the RATP;

◆ Bordeaux “Prélude Armagnac” for UFG;

◆ Lyon NEXANS “Opale et Ambre” for ARKEA;

◆ Guyancourt “Start” for SCOR;

◆ Saint-Denis Landy “Le Sisley” for Silic.

The main projects delivered in 2012 were:

◆ Villejuif 1 Rhin: 10,839 m2 of off ices on behalf of Icade (tenant: LCL);

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

As at 31 December 2012, Icade Promotion had a portfolio of projects in Commercial Property and Shops Development of about 891,112 m2 (667,104 m2 as at 31 December 2011), which breaks down as:

◆ projects under construction for 220,308 m2 (129,124 m2 as at 31 December 2011), representing future revenue of 380.87million euros (485.5 million euros as at 31 December 2011). The 31 December 2012 also marks the end of development operations in synergy with Icade’s Property Investment Division.



The main projects currently under development are summarized in the table below:

Operations in progress

Rounded floor area (in m2 Net

Floor Area) Type of

development Set-up Purchasers

Expected completion

date

Saint-Denis Landy (50%) “Le Sisley” 22,001 O[ ces Property development

contract

Silic 2014

Lyon Nexans Îlot L “Opale” 12,837 O[ ces O ̀-plan ARKEA – Crédit Mutuel

2013

Joinville “Urbagreen” 18,950 O[ ces O ̀-plan Wereldhave 2013

ZAC Rungis – PARIS 13 “Pushed Slab” 18,900 O[ ces O ̀-plan BPRP 2014

Toulon 6,698 O[ ces O ̀-plan SCP AGPM 2013

Bordeaux “Prélude Armagnac” 9,347 O[ ces O ̀-plan UFG 2013

Lyon Nexans Block M “Ambre” 12,320 O[ ces O ̀-plan ARKEA – Crédit Mutuel

2013

Guyancourt (50%) “ Le Start” 30,241 O[ ces O ̀-plan COLIGNY SAS 2013

Paris North-East “Activities” 15,368 Business premises

O ̀-plan RIVP 2015

Paris North-East “Offices” (50%) 27,624 O[ ces O ̀-plan BNP PARIBAS 2014

Paris 20th – PYRENEES “Garance” 1,814 O[ ces Property development

contract/O ̀-plan

CICOBAIL/NatioCrédit Bail

2015

Paris 20th – PYRENEES “Garance” 28,186 O[ ces O ̀-plan * 2015

Lille La Madeleine 4,468 O[ ces O ̀-plan SCPI Notapierre - UNOFI

2013

Orléans Calvin Îlot 5,283 O[ ces Property development

contract

Immobilier Lemeunier- Lelièvre

2013

Nantes Viviani 1 Maison Icade 6,271 O[ ces O ̀-plan City of Nantes/General Council

2013

Total 220,308

* Speculative developments.

As at 31 December 2011, 91% of sur faces under construction had been sold (73.7% as at 31 December 2011).

◆ Other projects under construction are also posted in Icade’s consolidated accounts using the equity method. These represent 92,207 m2 as at 31 December 2012, an identical amount to 2011.

◆ As at 31 December 2012, projects at the set-up stage represented 578,597 m2 (compared with 445,773 m2 as at 7 31 December 2011), representing revenues of 1,029.3 million euros (1,007.9 million euros as at 31 December 2011). The

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



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

Total rounded floor area (in m2 Net Floor Area)

Type of development (offices, shops, etc.) Expected completion date

33,086 O[ ces 2014

6,334 O[ ces 2014

11,995 O[ ces 2015

5,535 O[ ces 2015

19,082 O[ ces 2016

996 O[ ces 2014

5,461 O[ ces/shops 2015

3,200 O[ ces 2015

58,982 Shops 2014

144,671 Total

As at 31 December 2012, the projects being prepared, with controlled development of land but with no building permit, are summarized in the following table:

Total rounded floor area (in m2 Net Floor Area)

Type of development (offices, shops, etc.) Expected completion date

13,876 O[ ces 2015

9,865 O[ ces/Hotel 2014

16,484 O[ ces/Craft village 2016

103,000(*) O[ ces/residential units 2016

2,938 O[ ces 2014

146,163 Total

(*) Posted in Icade’s consolidated accounts using the equity method.

These speculat ive operations represent an ir reversible commitment that comes to 192.7 million euros (excluding taxes).

Project Management Assistance

Project Management Assistance includes contracts to provide contracting authority assistance and studies performed for customers in the Public and HealthCare, Commercial and Retail Property sectors.

In 2012, revenue from project management assistance fell 9.6% to 41.3 million euros.

In the offices segment, the principal contracts for 2012 relate to the Commercial Property Investment Division’s projects:

◆ The EQHO Tower in La Défense;

◆ Le Beauvaisis (Paris 19th);

◆ The Îlot E building in Saint-Denis;

◆ The Veolia project in Aubervilliers;

◆ The Millénaire 3 and 4 buildings in Paris 19th.

The order book totals 68.7 million euros, representing approximately 20 months of business (revenues based on the last 12 months).



Engineering

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

◆ Bezanes clinic in Reims, the largest private project in France with 400 beds;

◆ Clinic with 216 beds in Nouméa which groups together the two largest clinics on the island.

In the commercial building area, several operations were started in Île-de-France, providing a high-quality business portfolio.

The development strategy of the energy performance and “sustainable development” consultancy niche is already proving its worth and several major redevelopments of businesses have been started.

The order books – signed contracts that are not yet productive – of the two companies have risen: 38.6 million euros, i.e. approximately 17 months of activity, for Icade Arcoba, Icade Gestec and Icade Sethri-Setae, up compared with the end of December 2011 (16 months of activity).

Exclusive negotiations are currently underway to sell this business line in 2013.

2.5.2.4. PNE Development


restated Reclassifications (**) 31/12/2011 Change

Revenues(*) 16.0 9.6 9.6 - +66.7%

EBITDA (7.3) 1.1 1.1 - N/A

Margin (EBITDA/Revenues) (45.4)% +11.0% +11.0% -

Operating income (17.9) (3.6) (3.6) - N/A



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

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

Therefore, on the basis of operations balance sheets and numerous technical studies, the development company SAS PNE has valued and sold the land charges to Icade Promotion and other developers in order to build assets of residential units, off ices, shops and facilities.

It has turned out that mandatory work concerning servicing and strengthening the structures is more expensive and longer than anticipated for the following reasons:

◆ the quality of the ground cannot support the future buildings;

◆ the foundations are not sufficient and have led to micro-piles being injected into the base of all the posts;

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

◆ the finding of higher than expected soil contamination.

In its operating profit/loss during 2012, SAS PNE has therefore recorded additional costs of works, which were not initially stipulated in the operations balance sheets given to the corporate developers, resulting in an operating loss of 17.9 million euros at 31 December 2012.

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

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

◆ residential: this includes social housing, private housing and council housing. As at 31 December 2012, the number of residential units sold or reserved represents 907 units – a letting rate of over 80%;

◆ off ices: project carried out as a co-development, for 27,600 m2, and sold off-plan in March 2012. Construction works began in 2012

◆ businesses: 15,400 m2 of business property. The off-plan sale for this project was signed in early 2013.



Intra-Group operations with the Commercial Property Investment Division

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

For Project Management Assistance:

◆ the construction of the Millénaire 3 and 4 buildings in Paris 19th;

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

◆ the major renovation of the Beauvaisis building in Parc du Pont de Flandre in Paris (75);

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

◆ the draft agreement concerning the construction of Veolia’s future headquarters in Aubervilliers (93).

Targeted revenue as at 31 December 2012 amounted to 10.1 million euros.

Requirements for working capital and borrowing

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

Up by 135.5 million euros, it is difficult to compare with the levels of the previous financial year, due to the significant inflows at the end of 2011 due to Scellier sales. The exceptional commitment at the end of 2012 to large-scale residential projects in Île-de-France also contributed to significantly increasing the need for working capital towards the end of the year.

The Commercial Working Capital/Revenues ratio has increased slightly, while the Residential ration has fallen significantly, from 18% of revenues in 2011 to 39% in 2012.

Net borrowing increased from (86.8) million euros to 19.6 million euros as a result of the change in working capital, representing a slightly negative position.

2.5.3. Services Division

The Services Division now consists of two divisions: the Property Management business and the Consultancy and Solutions business.

In 2012, the refocusing of activities continued with the sale of Icade Résidences Services, specialising in the management of student residences in France during the 1st half of the year.

Key Figures (in millions of euros) 31/12/2012

31/12/2011 restated Reclassifications(*) 31/12/2011 Change

Turnover 62.8 109.5 (0.6) 110.1 (42.7)%

Property Management 33.3 34.3 - 34.3 (2.8)%

Consultancy and Solutions 14.9 17.6 - 17.6 (14.9)%

O/w Icade Solutions Immobilière (ISI) 11.3 12.9 - 12.9 (11.8)%

O/w Others 3.6 4.7 - 4.7 (23.5)%

Intra-business services (0.4) (0.4) - (0.4) (13.3)%

Activities sold or in the process of being sold 14.9 58.1 (0.6) 58.7 (74.3)%

EBITDA 5.2 10.9 0.7 10.2 (52.4)%




O/w Others 0.1 0.5 - 0.5 (78.2)%

Intra-business services - - - - -

Activities sold or in the process of being sold (0.1) 4.4 0.7 3.7 (101.9)%

Operating income 3.4 9.5 0.2 9.2 (63.7)%




O/w Others 0.1 0.2 - 0.2 (65.0)%

Intra-business services - - - - -

Activities sold or in the process of being sold (0.6) 3.7 0.2 3.5 (116.6)%

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



Revenues from the Services division reached 62.8 million euros as at 31 December 2012 compared with 109.5 million euros as at 31 December 2011. This change is mainly related to the effects of change in the scope. In fact, the sale in 2011 of the Spanish subsidiary specialising in the management of student residences and more recently, in 2012, of Icade Résidences Services has led to a loss in revenues of 42.8 million euros.

On a like-for-like basis, the revenue represents 55.5 million euros as at 31 December 2012, down 6.5% compared with 31 December 2011.

This change is due to:

◆ the fall in 2012 turnover for Icade Solutions Immobilières (ISI), comprising the property consultancy and valuation businesses, as a result of the economic climate.

In 2012, Icade Conseil participated in the conclusion of major transactions including the Austerlitz II building, some Caisse des Mines properties and a building on Rue de l’Université (Paris 7th).

Icade Asset Management was also created in 2012, providing institutional investors with an integrated offer in addition to the services of Icade Conseil, I-Porta and Icade Expertise.

Following Icade Conseil’s acquisition consultancy work over the course of the year, several asset management contracts were signed in 2012 by Icade Asset Management, for office buildings including Farman, Liberté II, as well as a building on Rue de l’Université totalling more than 98,000 m2 Net Floor Area. Management mandates were also won at the end of 2012 for mixed-use Haussmann-style properties and a diversif ied portfolio of seven assets, the full effects of which will be felt in 2013.

Again in relation to services provided by Icade Solutions Immobilière (ISI), I-Porta was awarded an assignment by Plastic Omnium to supply and implement a ver y comprehensive real-estate information system capable of describing and documenting its global real-estate portfolio;

◆ a fall in turnover from the Property Management business compared with 31 December 2011, mainly due to strategic rationalisation of the management mandate portfolio.

Assets managed in France as at 31 December 2012:

◆ 2,550,000 m2 as manager;

◆ 1,416,000 m2 as managing agent;

◆ 227,000 m2 as controller;

◆ 15,300 residential units managed for institutional owners.

Intra- group operations with Icade’s other business lines

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

As a result, the Services Division not only plays a part in the management of residual housing units, but also in the sale of those housing units and assets traded off by Icade.

In technical consulting matters, the Services Division provides support to Icade to ensure the security of all its own and I-Porta’s business parks and continues to support property investment in some projects.

The Services Division’s EBITDA on a like-for-like basis is down 22.4% compared with 2011, standing at 5.1 million euros as at 31 December 2012. This is mainly due to lost revenues.

Operating Profit on a like-for-like basis represents 6.9% of turnover as at 31 December 2012. This is down 34.3% compared with 2011 and stands at 3.8 million euros as at 31 December 2012.

2.5.4. Others

The “Other” activities consist of what the Icade Group calls its “head off ice” charges and eliminations of Icade’s intra- group operations.

“Other” turnover was (33.9) million euros to 31 December 2012, as opposed to (88.4) million euros in 2011. This corresponds basically to the elimination of turnover associated with intra- group activities.

The Commercial Property Investment Division buys services from the Commercial Property Development Division: Offices in Villejuif (94), EQHO Tower in La Défense (92), Millénaire 3 in Paris 19th. The impact on turnover as at 31 December 2012 is (13.8) million euros compared with (66.0) million euros as at 31 December 2011.

Further to the opening of Icade Santé’s capital to external investors in 2012, Icade sold various services to Icade Santé (asset management and property management contracts). Turnover in 2012 amounted to 6.2 million euros.

The operating profit “Other” totalled 8.0 million euros as at 31 December 2012 compared with (23.9) million euros in 2011.

In 2012, this consisted of:

◆ margin eliminations on Icade’s intra- group operations for (7.2) million euros;

◆ the negative contribution of Icade’s “head office” charges for (8.4) million euros;

◆ the profit from the sale of Icade Résidences Services, which took place in March 2012.

The negative contribution of Icade’s “head off ice” totalled (7.1) million in 2011, representing an increase of 1.3 million euros in 2012, mainly explained by the impact of non-recurring provisions allocated in 2012.



2.5.5. Pro} t/Loss 2012

2.5.5.1. Financial Profit/Loss

At 31 December 2012, Icade produced a f inancial loss of 101.6 million euros compared with a loss of 97.2 million euros at 31 December 2011.

This change can mainly be explained by the rise in the financial debt to finance investments during the year, partially offset by the fall in the average cost of debt.

This is part of the policy of continuous improvement for Icade’s f inancial resources, accompanied by prudent management of interest rate risks and stabilisation of its Loan to Value ratio at below 40%.

2.5.5.2. Tax expense

The tax charge for 2012 amounts to (37.2) million euros compared with (44.1) million euros as at 31 December 2011. This fall is mainly related to the fall in the Property Development business.

Moreover, in 2011, Icade recorded 4.9 million euros in non-current tax charges after capital gains from the sale of shops in the ground floors of buildings by Icade Commerce (a company that is not under the SIIC regime).

We recall that when the accounts were audited during the 2010 financial year, in its proposed correction (8 December 2010), the tax authorities questioned the market values as at 31 December 2006, based on the property valuations that were used as the basis for calculating the exit tax (corporate tax at the rate of 16.50%) during the merger/absorption of Icade Patrimoine (Assets) as at 1 January 2007. As a result, the exit tax bases were increased, generating additional tax of 204 million euros in principal. In another proposed correction dated 26 April 2012, the tax authorities informed Icade that it was considering changing the rate of taxation applicable to some of the revised amounts from 16.5% to 19%. The additional tax would then be 206 million euros. In consultation with its legal f irms, the Company continues to dispute this assessment.

Consequently, as was the case at 31 December 2011, no provision was recorded for this purpose at 31 December 2012.

As the process currently stands, the disagreement between the tax authorities and Icade on the value of these assets as at 31 December 2006 is subject to the opinion of the “Commission Nationale des Impôts Directs et Taxes sur le Chiffre d’Affaires”.

2.5.5.3. Net Profit Group Share

After taking into account all of the above factors, the Net Profit Group Share was 52.7 million euros on 31 December 2012, compared with 93.0 million euros on 31 December 2011.

2.5.6. Obligations of the SIIC Regime and Distribution

The ratio of activities not eligible for the SIIC regime in the parent company’s balance sheet totalled 11.72% as at 31 December 2012.

Icade’s 2012 net book profit was 61.2 million euros, corresponding to a f iscal profit of 122.0 million euros.

This tax base breaks down over the various sectors as follows:

◆ 68.8 million euros in exempt current prof its from SIIC activities, subject to an 85% distribution obligation;

◆ (2.8) million euros in proceeds from disposals;

◆ 43.7 million euros in tax-exempt dividends from SIIC subsidiaries, subject to a 100% distribution obligation;

◆ taxable profit, which stands at 12.3 million euros before allocation of previous deficits.

The distribution obligation amounted to 102.2 million euros in 2012 including:

◆ 58.5 mil l ion euros relat ing to the rental business (85% obligation);

◆ 43.7 million euros relating to dividends from SIIC subsidiaries (100% obligation).

2.5.7. Non tax deductible charges

The financial year’s charges do not include expenditure which is non-deductible by the tax authorities, as defined by the provisions of article 39-4 and 223 quater of France’s General Tax Code.




Fiscal Profit/Loss Distribution obligation

Fiscal Profit/Loss Distribution obligation

31/12/2012 % Amount 31/12/2011 % Amount

Current profit/loss from SIIC activities 68.8 85.0% 58.5 49.5 85.0% 42.1

Profit/loss from disposals (2.8) 0.0% 0.0 13.5 50.0% 6.7

Dividends from SIIC subsidiaries 43.7 100.0% 43.7 (21.7) 0.0% 0.0

Taxable profit/loss 12.3 0.0% 0.0 (16.4) 0.0% 0.0

TOTAL 122.0 102.2 24.9 48.8

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


Dividend (in millions of euros) 189.3 193.4

O/w current dividend 189.3 174.2

O/w exceptional dividend 0.0 19.2

Dividend (in €/share) 3.64 3.72

O/w current dividend 3.64 3.35

O/w exceptional dividend 0.0 0.37


ITEMS OF BUSINESS – ADJUSTED NET ASSET VALUE AT 31 DECEMBER 2012

Icade’s property assets are valued by independent property surveyors twice a year for the publication of the half-yearly and annual f inancial statements, according to arrangements compliant with the SIIC code of ethics published in July 2008 by the “Fédération des sociétés immobilières et foncières” [Federation of property and real-estate companies].

The property valuations were performed by Jones Lang LaSalle, DTZ Eurexi, CBRE Valuation and Catella.

At the beginning of 2011, Icade launched a consultation with the main property surveyors as part of the renewal of property valuations of its office assets in France, business parks, shops and shopping centres and warehouses. The surveyors were retained not only according to the criteria of independence, qualif ication, reputation, skill in property valuation, organizational ability and resourcefulness and proposed price level, but also with a desire to conduct a rotation of surveyors by portfolio. At the end of this process, a three-year contract was signed with the surveyors used.

At the start of 2012, the mission to value the Santé portfolio was renewed for three years.

For the off ice portfolios in Germany and housing, a valuation contract renewable every year was established between Icade and the property surveyors, conducting an internal rotation of their teams at the end of seven years.

The property valuation fees are billed to Icade based on a flat remuneration, taking into account the specifics of the buildings (number of units, number of square meters, number of current leases etc.) and independent of the value of the assets.

The surveyors’ assignments, for which the main methods of valuation and the conclusions are presented hereafter, are performed according to the standards of the profession, in particular:

◆ the Property Valuation Charter, fourth edition, published in October 2012;

◆ the “Barthès de Ruyter” report from the COB (AMF) dated 3 February 2000 on the valuation of the property assets of companies making public offerings for investment;

3. Adjusted net asset value at 31 December 2012

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

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

Value of assets excl. Duties(in millions in euros)(1) 31/12/2012 31/12/2011

Change(in millions

of euros) Change

(in %)

Change on a like-for-like

basis(2)

(in millions of�euros)


basis(2)

(in %)

Strategic assets portfolio(3) 3,996.4 4,109.6 (113.2) (2.8)% (74.6) (1.9)%

Alternative assets portfolio(4) 2,166.0 1,754.1 +411.9 +23.5% +36.9 +2.1%

Non-strategic assets portfolio(5) 687.3 863.6 (176.3) (20.4)% (73.5) (9.8)%

Value of the property assets 6,849.7 6,727.3 +122.4 +1.8% (111.2) (1.7)%

(1) Based on the scope of consolidation as at 31 December 2012 (100% of assets consolidated by the full consolidation method and up to the percentage interest

for other consolidated assets).

(2) Net variation in disposals and investments during the period.

(3) Includes OP ces France and Business Parks.

(4) Includes Shops and Shopping Centres and Healthcare.

(5) Includes Warehouses, OP ces Germany and Residential.

3.1. VALUATION OF PROPERTY ASSETS

3.1.1. Summary of expert valuations of Icade’s assets

Icade’s assets work out at 6,849.7 million euros excluding duties, compared with 6,727.3 million euros at the end of 2011, i.e. a

change of +122.4 million euros over 2012 (+1.8%). On a like-for-like basis, the annual change in portfolio value stands at (111.2) million euros, i.e. a decrease of (1.7)% compared with 31 December 2011, as shown in the table below:



◆ at international level, the TEGoVA (The European Group of Valuers’ Association) European valuation standards published in April 2009 in the Blue Book and the standards of the Red Book from the Royal Institution of Chartered Surveyors (RICS).

These various texts specify the qualif ication of the surveyors, the rules for good conduct and ethics and the basic definitions (values, surface areas, rates and the main valuation methods).

On each valuation assignment and during the presentation of values, Icade ensures the consistency of the methods used for valuation of these assets within the panel of surveyors.

The values are established on the basis of “duties included” and “duties excluded”, the “duties excluded” values being determined after deduction of fees and legal expenses calculated on an outright basis by the surveyors.

The Crystal Park office building and the EQHO and PB5 towers are appraised twice, the valuation retained corresponds to the average of the two appraised values.

The sites are systematically visited by the surveyors for all new assets coming into the portfolio. New site visits are then organized according to a long-term schedule or each time that a specific event in the life of the building requires it (occurrence of significant modifications in its structure or environment).

Following their work, the surveyors issue a surveyor’s report, which is generally presented in the form of a summary surveyor’s report and/or a surveying certificate. For assets that were not surveyed, the surveyors update their previous reports after reviewing changes that have occurred in their legal, urban planning or rental situations.

Following the procedures currently in practice within the Group, all Icade’s assets were valued at 31 December 2012, with the exception of:

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

11 warehouses (Andrézieux, Aix 1, Aix 2, Aix 3, Limoges, Montmorillon, Auxerre, Grigny, Longvic, Sennecé-les-Mâcon and Marignane), the Goldsteinstrasse off ice building in Frankfurt, jointly-owned properties in the Arago tower and office in Fontaine-les-Dijon;

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

◆ public buildings and works held via a PPP (public-private partnership) which are not valued, as the ownership ultimately returns to the State at the end of the concession. These assets are therefore held at the net book value and are not listed in the property assets currently published by Icade.

◆ buildings purchased off-plan and/or by the Development Division which are also valued at their cost price until the date of their delivery; no assets fall within this category as at 31 December 2012, as the last building in Villejuif was delivered during the 1st half of 2012;

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

3.1.2. Strategic assets portfolio

The overall value of this strategic portfolio stood at 3,996.4 million euros excluding transfer duties at 31 December 2012 compared with 4,109.6 million euros at the end of 2011, representing a decrease of 113.2 million euros (-2.8%).

Strategic property portfolio (excluding duties) (in millions of euros) 31/12/2012

31/12/2011 restated(1)

Restate-ments(1) 31/12/2011

Change(in millions

of euros) Change

(in %)


basis(in millions

of�euros)


basis(as a %)

Offices France 2,426.1 2,567.6 197.2 2,370.4 (141.5) (5.5)% (51.7) (2.2)%

Business Parks 1,570.3 1,542.0 1,542.0 +28.3 +1.8% (22.9) (1.5)%

Strategic 3,996.4 4,109.6 197.2 3,912.4 (113.2) (2.8)% (74.6) (1.9)%

(1) The OP ces in Levallois-Perret, the CERS, the Cap Breton hotel and the crèche in Blagnac were reclassi( ed from the Healthcare Division to the OP ces Division

as at 31 December 2012 and, due to homogeneity concerns, the ( gures from 31 December 2011 were adjusted to take this new classi( cation into account.



After eliminating the impact of investments and disposals carried out during 2012, the change in the value of strategic assets amounted to -1.9% on a like-for-like basis.

By value, 99% of the portfolio is located in Île-de-France.

Valuation of the strategic property assets by geographical sector

Valuation excluding duties(in millions of euros)

Change(€m)


basis (in millions

of�euros)


basis (as %) 31/12/2012 31/12/2011

Paris CBD 183 270 (87) +14 +8.3%

Paris (excluding CBD) 878 915 (37) +1 +0.1%

La Défense 707 698 +9 (76) (11.1)%

Western Crescent 1,006 1,022 (16) 0 0%

Inner Ring 1,148 1,122 +26 (3) (0.2)%

Outer Ring 36 38 (2) (6) (15.8)%

Subbtotaal ffor the Île-de--France regiionn 3,958 4,065 (107) (70) (1..8)%

Regional 38 45 (7) (5) (11.9)%

TOTAL 3,996 4,110 (114) (75) (1.9)%

The amount of land and projects under development amounted to 666.0 million euros as at 31 December 2012 and breaks down to 32.7 million euros in land and 633.3 million euros in projects under development.

3.1.2.1. Offices in France

The overall value of this portfolio stood at 2,426.1 million euros7excluding duties at 31 December 2012 compared with 2,567.67million euros at the end of 2011, representing a decrease of 141.5 million euros.

During 2012, investments made in office assets, which mainly include work on the EQHO Tower, amounted to a total of 104.4 million euros. By neutralising the impact of these investments and disposal of the Messine and Le Mistral buildings in Paris,

La7Vigie in Brest, jointly-owned properties in the Neuilly-Madrid building in Neuilly-sur-Seine and the Areva tower in La Défense, properties in the Montparnasse shopping arcade and shops in Evreux and Mâcon, the change in value of the Offices Division assets as at 31 December 2012 was -51.7 million euros on a like-for-like basis, i.e. -2.2%. It should be noted that the change in value in 2012 of the EQHO alone was -57.5 million euros particularly as a result of the surveyors’ revision of letting assumptions.

The overall change can be explained by the impact of a business plan for the buildings, which includes the change in the rental situation and the works budget and the effect of indexation on rent, of -71.8 million euros, and the impact of the downward adjustment in rate of return and discount rates used by the property surveyors to reflect changes in the real-estate market, of +20.1 million euros.



Return on assets and reversion potential

Valuation of office assets

Valuation including

duties(1)


Valuation excluding

duties(2) (in millions of

euros)

Net rate of return, excl.

duties(3)

Average price €/m2(4)

Paris 306 292 6.2% 9,902

La Défense 206 194 8.0% 4,482

Western Crescent 1,051 1,004 6.5% 8,018

Inner Ring 353 347 6.5% 4,770

Outer Ring 38 36 11.4% 1,236

Totaal foor the Île-de-Fraance region 11,954 11,873 6.7% 6,252

Regional 40 38 8.7% 1,681

TOTAL 1,994 1,911 6.7% 5,932

Property reserves and projects under development(5) 524 515 n/a n/a

TOTAL 2,518 2,426

(1) Valuation (including duties) of oP ce assets established from the average of surveyed values as at 31 December 2012.

(2) Valuation (excluding duties) of OP ces France established from the average surveyed values as at 31 December 2012 (after deducting fees and lump-sum

legal expenses calculated by the surveyors).

(3) Net annualised rents for rented ~ oor areas added to potential net rents of vacant ~ oor areas at the market rental value related to the surveyed value excl.

duties of the rentable ~ oor areas.

(4) Established in relation to valuation value excluding duties.

(5) Mainly includes the EQHO Tower.

The return from the Off ice Division’s buildings was 6.7% at 31 December 2012 (compared with 6.8% at the end of 2011) for a reversion potential(*) valued at -2.3% according to the market rental values estimated by the property surveyors.

3.1.2.2. Business Parks

The property assets of the Business Parks consist of built assets in use as well as property reserves and building rights for which property projects have been identif ied and/or are under development.

The market value of the assets of the Business Parks was valued at 1,570.3 million euros excl. duties as at 31 December 2012, compared with 1,542.0 million euros as at 31 December 2011, representing an upward variation of 28.3 million euros (+1.8%).

Icade allocated 51.2 million euros in maintenance and development investments in its Business parks in 2012.

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

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



Geographical breakdown of assets

Valuation of the property assets of Business Parks

Valuation excluding duties

(in millions of�euros) (as %)

Paris (75) 769 48.9%

Saint-Denis (93) 164 10.5%

Aubervilliers (93) 637 40.6%

TOTAL 1,570 100%

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

Return on assets and reversion potential

Valuation of the property assets of Business Parks

Valuation including

duties (in millions

of�euros)

Valuation excluding

duties

(in millions of�euros)


duties

Average price €/m2

Parc du Pont de Flandre 421 400 7.3% 4,417

Parc des Portes de Paris 706 669 8.7% 2,130

Parc du Millénaire 344 324 6.7% 4,853

Parc le Mauvin 28 26 8.3% 1,621

TOTAL 1,499 1,419 7.8% 2,911


TOTAL 1,652 1,570

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

Based on the rent at 31 December 2012, and in the context of rent increases due to indexation, the returns of the Business Park assets were 7.8% (compared with 7.6% at the end of 2011). The reversion potential of the portfolio is estimated at +0.3%, calculated according to the market rental values provided by property surveyors based on their knowledge of the market and

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

3.1.3. Alternative assets portfolio

These assets include Shops and Shopping Centres and the Healthcare portfolio.

Value of property assets (in millions of euros) 31/12/2012

31/12/2011restated(1) Restatements(1) 31/12/2011

Change (in millions

of euros) Change

(in %)

Change on a like-for-like basis


Change on a like-

for-like basis(as %)

Retail and Shopping Centres 441.5 437.1 437.1 +4.4 +1.0% +2.8 +0.6%

Healthcare 1,724.5 1,317.0 (197.2) 1,514.2 +407.5 +30.9% +34.1 +2.6%

Alternative 2,166.0 1,754.1 (197.2) 1,951.3 +411.9 +23.5% +36.9 +2.1%

(1) The OP ces in Levallois-Perret, the CERS, the Cap Breton hotel and the crèche in Blagnac were reclassi( ed from the Healthcare Division to the OP ces Division

as at 31 December 2012 and, due to homogeneity concerns, the ( gures from 31 December 2011 were adjusted to take this new classi( cation into account.

Consequently, as at 31 December 2012, the Healthcare Division only consists of assets owned by Icade Santé.



3.1.3.1. Shops and Shopping Centres

At 31 December 2012, this class of assets includes the Odysseum shopping centre in Montpellier opened in 2009, the Le Millénaire shopping centre located in Aubervilliers, delivered in April 2011, as well as the portfolio of Mr. Bricolage stores acquired at the beginning of 2008. Both shopping centres were developed

by Icade’s Development Division and are owned in a 50/50 partnership with Klépierre.

At 31 December 2012, the overall value of the Shops and Shopping Centre assets stood at 441.5 million euros excluding duties, compared with 437.1 million euros at the end of 2011, representing an increase of 4.4 million euros (+1.0%).

Valuation of Shop and Shopping Centre assets(in millions of euros) 31/12/2012 31/12/2011

Change(in millions

of euros) Change

(in %)


basis(in millions

of�euros)


basis(as�%)

Shopping centres 319.4 317.0 +2.4 +0.8% +0.8 +0.2%

Icade Bricolage 122.1 120.1 +2.0 +1.7% +2.0 +1.7%

TOTAL 441.5 437.1 +4.4 +1.0% +2.8 +0.6%

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

surveyors; the revision of the business plan assumptions for the buildings accounts for +3.8 million euros.

Return on assets

Valuation of Shop and Shopping Centre assets

Valuation including

duties(in millions

of�euros)

Valuation excluding

duties(in millions

of�euros)


duties Average

price €/m2

Paris 8 8 6.1% 3,198

Inner Ring 202 190 5.5% 6,374

Outer Ring 4 4 7.5% 744

Regional 248 240 6.7% 1,362

TOTAL 462 442 6.2% 2,068

The net return on the retail portfolio was 6.2% as at 31 December 2012 (compared with 6.1% at the end of 2011).

3.1.3.2. Healthcare

The Healthcare property portfolio consists of clinics and healthcare establishments.

The offices in Levallois-Perret, the CERS, the Cap Breton hotel and the crèche in Blagnac were reclassified from the Healthcare Division to the Off ices Division as at 31 December 2012 and, due to homogeneity concerns, the f igures from 31 December 2011 were adjusted to take this new classif ication into account. Consequently, as at 31 December 2012, the Healthcare Division only consists of assets owned by Icade Santé.

The overall value of this portfolio was estimated at 1,724.5 million euros excluding duties at 31 December 2012, compared with 1,317.0 million euros at the end of 2011, representing an increase of 407.5 million euros, mainly due to the acquisition of Healthcare facilities at the end of the year.

On a like-for-like basis, after eliminating investments during the year of 49.7 million euros and acquisitions of 323.7 million euros, the value of the portfolio changed by +34.1 million euros over 2012, i.e. +2.6%. This change can be explained by the impact of buildings’ business plans (+30.3 million euros) and the impact of interest rates (+3.8 million euros).



Geographical breakdown of assets

Valuation of Healthcare assets

Valuation excluding duties

(in millions of euros) (as�%)

Inner Ring 70 4.1%

Outer Ring 309 17.9%

Totaal Îlee-dde-France reggion 379 222.0%

Regional 1,346 78.0%

TOTAL 1,725 100%

Return on assets

Valuation of Healthcare assets

Valuation including

duties(in millions

of�euros)

Valuation excluding

duties(in millions

of�euros)


duties(1)

Average price €/m2

Clinics and other healthcare establishments 1,817 1,725 6.9% 2,208

Property reserves and projects under development 0 0 n/a n/a

TOTAL 1,817 1,725

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

contracted if work is carried out.

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

3.1.4. Non-strategic assets portfolio

These assets include Warehouses, Offices in Germany and Residential.

Value of property assets(in millions of euros) 31/12/2012

31/12/2011restated 31/12/2011

Change (in millions

of�euros)Change

(in�%)


basis (in millions

of�euros)


basis(as %)

Warehouses 197.4 247.3 247.3 (49.9) (20.2)% (44.1) (18.5)%

Offices in Germany 233.0 304.5 304.5 (71.5) (23.5)% (18.0) (7.3)%

Residential 256.9 311.8 311.8 (54.9) (17.6)% (11.4) (4.3)%

NON-STRATEGIC 687.3 863.6 863.6 (176.3) (20.4)% (73.5) (9.8)%

3.1.4.1. Warehouses

The market value of the warehouse assets was assessed at 197.4 million euros excluding duties at 31 December 2012 compared with 247.3 million euros at 31 December 2011, representing a downward change of -49.9 million euros (-20.2%).

Following the increase in return and discount rates as at 30 June 2012, a further fall in value was observed at 31 December, resulting

in an annual change of -44.1 million euros, a fall confirmed by the purchase price offered for 11 warehouses which were subject to an undertaking to sell signed in early 2013.

It should be noted that two warehouses in Rognac and Toulon-La Farlède were sold in the 2nd half of the year. These assets were values at 8.6 million euros as at 31 December 2011.



Return on assets

Valuation of Warehouse assets

Valuation including

duties(in millions

of�euros)

Valuation excluding

duties(in millions

of�euros)


duties Average

price €/m2

Outer Ring 10 9 17.0% 335

Regional 190 188 12.3% 352

TOTAL 200 197 12.5% 351

The return on Warehouse assets was 12.5% as at 31 December 2012 (compared with 10.4% as at 31 December 2011).

3.1.4.2. Offices in Germany

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

course of the year (in Munich, Ludwigsfelde and Bad Homburg) as well as the Suderstrasse 30 building in Hamburg and the Charlottenstrasse building in Berlin.

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

Return on assets

Valuation of property assets in Germany

Valuation including

duties(in millions

of�euros)

Valuation excluding

duties(in millions

of�euros)


dutiesAverage

price €/m2

Offices in Germany 181 174 8.3% 1,717


TOTAL 242 233

(1) Includes land (Arnulfstrasse 61 in Munich, Mercedesstrasse in Düsseldorf, Hohenzollerndamm and Salzufer in Berlin) and the Turlenstrasse development

project in Stuttgart.

The return on Of f ice assets in Germany was 8.3% as at 31 December 2012 (compared with 7.5% as at 31 December 2011).

3.1.4.3. Residential

The assets of the Residential Property Investment Division as at 31 December 2012 are composed of buildings managed by the SNI, together with the joint ownership housing and various residual assets of the Residential Property Investment Division, which were valued on the basis of property valuations.

The value of the Commercial Property division portfolio was 256.9 million euros excl. duties as at 31 December 2012, compared with 311.8 million euros at the end of 2011, i.e. a variation of-54.9 million euros (-17.6%).

This change is mainly due to the effect of disposals. On a like-for-like basis, the change in the valuation of the Residential Property Division’s assets is -11.4 million euros (-4.3%).

3.1.5. Methodology used by the surveyors

The methodologies used by the surveyors were identical to those used in the previous fiscal year.

The investment buildings are valued by the surveyors by combining two methods: the revenue method (the surveyor using the net rent capitalization or discounted cash flow method, whichever is the most appropriate) and cross checking using the method of direct comparison with the prices of transactions recorded on the market on equivalent assets in terms of nature and location (unit, block or building price).

The net revenue capitalization method consists of applying a rate of return to revenue, whether that revenue is established, existing, theoretical or potential (market rental value). This approach may be carried out in different ways according to the revenue basis considered (actual rent, market rent and net revenue) to which different rates of return correspond.

The discounted cash f low method assumes that the value of the assets is equal to the discounted sum of the financial flows expected by the investor, including resale at the end of the holding period. In addition to the resale value obtained by applying a theoretical rate of return on the rents for the last year, which differs depending on the sites, the financial f lows integrate the rents, the different charges not recovered by the owner and the heavy maintenance and repair work. It should be noted that discounting



rates can be determined either by adding the risk-free rate plus risk premiums (premium in relation to the real-estate market and premium associated with the building, considering its qualities in terms of location, construction and revenue reliability) or using the WACC method.

Whether the capitalization or discounting method is used, valuation calculations are performed on a lease-by-lease basis except in special cases or where there is a justif ied exception.

For operational buildings (head off ice in particular), these are appraised at the value of a building in service leased under market conditions on the date of the survey (in other words, operational buildings, particularly those used as offices, are not considered to be vacant and internal leases are not taken into account).

In the case of property reserves and buildings under development, the valuation principles for these assets are detailed below.

Special case: buildings under development on own land

The notion of buildings under development covers an extremely wide diversity of situations and the issue is currently not particularly well covered by regulatory or professional texts. Only the accounting consideration of this class of assets is covered by a specific assignment, depending on the applicable regime. Before explaining the principal methods used in valuating these assets, an introduction lists the main categories of buildings under development on the understanding that each category may itself cover several variables:

Principal categories of buildings under development

1) Property reserves

This category of assets covers large property units, which are only partially provided with services, where the ability to build is sometimes subject to additional development and may not be implemented globally and immediately (question of delay in obtaining authorizations, need to carry out development work, problem of absorption by the market). These reserves can be valued since they constitute an asset, but with a certain amount of caution in the light of the conditions described above.

2) Building land or building rights

This second category relates to medium-sized individual property units marketable as such on the market in an urban or suburban location, serviced and able to be built on in the medium term.

3) Residual building land

Residual building land is building land not used by individual plots already containing buildings. Residual building land can also be valued from the moment it can legally and technically be built on, subject to the rights of any tenants in the buildings and related town planning constraints.

4) Buildings under development

Buildings under development cover bui lding land with authorizations such as demolition permits, building permits, authorization from the Commercial Property Departmental Commission (CDEC), where the exit horizon is usually within a period of two to four years with a degree of risk and revaluation, which changes over time until the building is delivered, marketed and placed in service.

5) Buildings under redevelopment

Buildings under redevelopment relate to individual plots containing buildings, whether occupied or not , which were originally considered as investment properties but which, either due to a town planning decision or a strategic decision of the owner, fall into the “redevelopment” category (tenant leaving or evicted, demolition and redevelopment works).

Valuation methods used by surveyors for buildings under development

For the purposes of calculating the revalued NAV, projects under development are valued on the basis of a clearly identif ied and documented project, as soon as planning permission can be examined and implemented. Insofar as they were originally valued as investment properties, buildings “under redevelopment” or “under reconstruction” can be valued on the basis of their future following approval by Icade’s undertakings committee.

The methods used by sur veyors in valuing projects under development primarily include the method produced on the basis of a developer balance sheet and/or DCF, supplemented if necessary by the comparison method (see details of both these methods above).

The method established on the basis of a developer balance sheet consists of producing the financial balance sheet for the project according to the approach of a property developer to whom the land has been offered. From the selling price of the building on delivery, the surveyor deducts all the costs to be incurred, building costs, fees and margin, f inancial expenses as well as the amount that could be assigned to the land cost.

Whichever method is selected, it is ultimately up to the property surveyors to set a value and discount rate in line with the risks inherent in each project and, in particular, the state of progress of the various authorization and building phases (demolition permit, building permit, objections, progress of work, any pre-marketing or rental guarantee). From the exit value, the surveyors must explain which procedure they followed in estimating the degree of risk and revaluation attaching to the building in the light of the circumstances under which they work and the information made available to them.



The buildings of the clinics or healthcare establishments which are considered as single -use property assets are valued by the experts using the rent capitalization (or rental value) method or by the discounted future cash flow method.

It should be noted that the market value of a hospital is essentially dependent on operation and its ability to generate suff icient revenues to ensure a normal return on the property investment. These buildings fall under the category of single-use buildings and the value given by the surveyor nevertheless is totally related to its operation and consequently the value of the business. Being unsuitable for use as another business without substantial conversion works, these premises are not subject to renewal rent capping or review, or the traditional rules for determining the rental value, because the configuration and specialization of the building imposes objective physical limits on the operator (number of beds or rooms etc.) regardless of its qualities.

The market rental value used by the property surveyors is therefore based on taking into account a quota share of the average revenue or EBITDA that the establishment made over the last few years of operation, with or without adjustment, in the light of its category, contents, its administrative environment, the quality of its operating structure (price positioning, subsidies, operating accounts, etc.) and any competition. The establishment’s

premises could otherwise be valued by capitalization of the rental income advised by Icade.

3.2. VALUATION OF PROPERTY DEVELOPMENT AND SERVICES BUSINESSES

Icade’s development and service companies have been valued by an independent firm for the purposes of calculating the NAV (net asset value). The method used by the surveyor, which remains identical to that used for the previous year, is essentially based on each company’s discounted cash flow over the term of their business plan, together with a terminal value based on a normative cash flow increasing to infinity.

On this basis, at 31 December 2012, the Company value of the property development and service businesses corresponded to 470.4 million euros compared with 475.2 million euros at the end of 2011, a decrease of 1.0%.

The equity value used to calculate NAV was reached by deducting net debt from the company value.

Consequently, the equity value of development and service companies was 426.7 million euros compared with 426.6 million euros at 31 December 2011. Once the value of IRS, a company which was sold during the 1st half of 2012, is subtracted, the increase in value is 4.5%.

Change from Company value to equity value

Value of development and service companies 31/12/2012 31/12/2011

Company value 470.4 475.2

Net debt (1.3) (0.4)

Other adjustments (42.4) (48.2)

Equity value 426.7 426.6

The value of these companies on 31 December 2012 breaks down as 91% for the development companies and 9% for the service companies.

Among the financial parameters adopted, the surveyor used a stable weighted average cost of capital (as compared with the valuation made at the end of 2011), ranging from 8.95% to 13.06% for the development companies and from 8.35% to 10.89% for the service companies.

3.3. METHODOLOGY FOR CALCULATING NET ASSET VALUE

The EPRA single Net Asset Value (NAV) was calculated on the basis of the shareholders’ equity established according to the IFRS standards, the following items being added or subtracted:

(+) the impact of the dilution of securities providing access to capital;

(+) the unrealised capital gain on property assets established on the basis of property valuations, excluding conveyance charges and asset disposal costs. For assets under promises of sale signed during the year, the reference value is that appearing in the promise;

(+) the unrealised capital gain on the property development values and the service companies established on the basis of the independent valuation that was carried out;

(+/-) cancellation of the positive or negative effects of converting cash flow hedging instruments at market value, included in the consolidated capital and reserves as per the IFRS standards.



The EPRA triple net NAV is the simple net EPRA NAV minus the following items:

(+/-) the consideration of the positive or negative effects of emphasizing the cash f low hedge instrument market, accounted for in the consolidated shareholders’ equity in IFRS standards;

(+/-) the positive or negative effects of converting the fixed-rate financial debts not taken into account under IFRS standards into market value (pursuant to IFRS, derivative f inancial instruments are shown on the balance sheet and financial debts are accounted for at cost) ;

(-) the tax position on unrealised capital gains on buildings (this tax position being limited to unrealised capital gains on assets not eligible for the SIIC regime) and unrealised capital gains on holdings in development and service companies.

The capital and reserves used as a reference for calculating the EPRA NAV include the net result for the reference period. The EPRA NAV is calculated in terms of Group share and then diluted per share after cancelling any treasury shares and taking account of the diluting impact of stock options or stock purchases.

3.4. CALCULATING EPRA NET ASSET VALUE

3.4.1. Consolidated shareholders’ equity

As at 31 December 2012, the Group share of consolidated capital and reserves came to 2,652.9 million euros, including a Group share of net profit of 52.7 million euros. Over 2012, the development of the hedge instrument cash flow market had a negative impact of 9.3 million euros on capital.

3.4.2. Unrealised capital gains on property assets

Unrealised capital gains to be taken into account stem from the valuation of property assets which are still accounted for at cost on the balance sheet. At 31 December 2012, unrealised capital gains excluding duties and legal fees came to 1,495.4 million euros.

3.4.3. Unrealised capital gains on development and services companies

A valuation of development and service companies was carried out on 31 December 2012 by an independent surveyor. It showed unrealised capital gains of 71.3 million euros which were taken into account in the calculation of the EPRA NAV at 31 December 2012, compared with unrealised capital gains of 101.7 million euros at 31 December 2011.

This sharp fall is partly due to a fall in unrealised capital gains as a result of the sale of IRS and partly due to the impact of the undistributed profits for 2011 of development companies on the capital included in the calculation of unrealised capital gains.

3.4.4. Market value of debt

Pursuant to IFRS rules, derivative f inancial instruments are accounted for on Icade’s consolidated balance sheet at their fair value. Converting fixed rate debt to fair value had a negative impact of 23.1 million euros and is taken into account in the calculation of the EPRA Net Asset Value.

3.4.5. Calculation of unrealised tax

The tax liability on unrealised capital gains on buildings not eligible for the SIIC regime is calculated at a rate of 34.43% on the difference between the fair value of the assets and their net book value. This amounted to 1.7 million euros at 31 December 2012. This tax liability applies primarily to the assets of Icade REIT in Germany, taxed at 15.83%.

The tax liability on unrealised capital gains on holdings in service and development companies is calculated at a rate of 34.43% for securities held for less than two years and a rate of 4.13% for securities held for over two years. These rates increased to 36.10% and 4.33% respectively for the exceptional contribution for the shares that Icade held directly. As at 31 December 2012, the tax liability on unrealised capital gains on equity shares totalled 12.17million euros.

3.4.6. Treasury shares and securities giving rights to capital

The number of fully-diluted shares used when calculating the EPRA NAV at 31 December 2012 was 51,943,243, after cancelling treasury stock (236,229 shares) and the impact of diluting instruments (178,955 shares) as at 31 December 2012.

In the EPRA NAV calculation, the dilution related to stock-options had the effect of increasing consolidated shareholders’ equity and the number of shares will be deducted from the number of exercisable shares at the end of the fiscal year.

The Group share of the simple EPRA NAV was 4,399.7 million euros at 31 December 2012, i.e. 84.7 euros per share.

The Group share of the triple EPRA NAV was 4,190.1 million euros at 31 December 2012, i.e. 80.7 euros per share.



Determining the Group share of the EPRA NAV (in millions of euros) 31/12/2012 30/06/2012 31/12/2011

Group share of consolidated capital (1) 2,652.9 2,672.6 2,738.3

Impact of share dilution giving access to capital (2) 7.4 0.0 0.0

Unrealised capital gain on property assets (excl. duties) (3) 1,495.4 1,523.0 1,504.7

Unrealised capital gain on development companies(1) (4) 58.4 24.9 71.0

Unrealised capital gain on service companies(2) (5) 12.9 8.0 30.8

Restatement of the revaluation of rate hedging instruments

(6) 172.7 172.4 163.5

EPRRA siinggle net NAV GGroup share(7) = (1) ++ (2) + ((3) + (4) +�(5)) + (6) 4,3999.7 44,400.8 4,5008.3

Restatement of the revaluation of rate hedging instruments (8) (172.7) (172.4) (163.5)

Revaluation of fixed-rate debt (9) (23.1) (26.9) (18.5)

Tax liability on unrealised capital gain on property assets (excl. duties) (10) (1.7) (3.5) (4.4)

Tax liability on unrealised capital gain on securities for development companies (11) (10.6) (7.6) (7.6)

Tax liability on unrealised capital gain on securities for services companies

(12) (1.5) (1.8) (1.8)

EPRRA trriplle net NAV Grroup share(13) = (7) + (8) ++ (9) + (10) + (111) + (112) 4,1900.1 44,188.7 4,3112.5

Number of fully diluted shares in millions n 51.9 51.8 51.6

Singgle nnett EPRA NAV pper share (in Group share - fully diluted in euros) (7)/n 844.7 84.9 887.5

Annual growth (3.1)%

Triple net EPRA NAV peer share(in Group share - fully diluted in euros) (13)/n 800.7 80.8 883.7

Annual growth (3.6)%

(1) The reduction in unrealised capital gains is due to the impact of the undistributed pro( t for 2011 taken into account in the calculation on the capital of

development companies.

(2) The fall in unrealised capital gains is due to the disposal of IRS.



Change in EPRA triple net NAV in euros per share

EPRRA trriple net NAV, GGroup share ass att 31/12/2011 (in euros per share) 833.7 €

Dividends paid during the 1st half of the year (3.7) €

Group share of consolidated profit for the year +1.0 €

Change in fair value of financial derivative instruments (0.2) €

Impact of the opening of the capital of Icade Santé(1) +0.9 €

Change in capital gains on property assets (0.2) €

Change in the capital gain on property-development and service companies (0.3) €

Change in the scope of the Property Services Division(2) (0.3) €

Change in the fair value of fixed-rate debt (0.1) €

Others (0.1) €

EPRRA trriple net NAV, GGroup share ass att 31/12/2012 (in euros per share) 800.7 €

(1) Impact linked to the of realization of latent capital gains on Healthcare assets due to Icade Santé’s capital increase based on the Company’s NAV.

(2) Impact of the sale of IRS (capital gains from sale included in the pro( t/loss for the year).

EPRA triple net NAV fell 3.6% over the course of 2012.

Rationalisation of this change should be considered in light of the fact that changes in asset value can impact two lines: both

unrealized capital gains for assets and directly on profit-loss for depreciated assets and assets and securities sold during the year. Changes in scope can also have an impact on unrealised capital gains and on equity, for example Icade Santé’s share capital increase.

4. Financial resources

In response to general market uncertainty in the liquidities segment and to changes in banking market constraints, Icade has developed innovative financing solutions with financial partners.

This approach has led the Company to anticipate all the combined needs of Icade and Silic, by signing new block funding of 1,550 million euros in July 2012, with a pool of seven banks. This is divided into three tranches:

◆ a Medium Term Credit Line for 625 million euros with a maturity of five years, to allow Icade to cover the combined medium-term needs of Icade and Silic. For this purpose, Icade has granted Silic two financing streams for a total in principal amount of 400 million euros;

◆ a Revolving Credit Facility in the sum of 550 million euros with a maturity of three years, to allow Icade to strengthen its financial structure by increasing its available credit lines;

◆ a For ward Start Credit Line for 375 million euros, to allow Icade to forecast the refinancing of a portion of its syndicated loan of 900 million euros maturing in July 2014.

This f inancing structure, in line with the profile of the future combined entity, enables Icade to smooth its debt maturity, whilst extending the average maturity of its debt, and to strengthen its f inancial structure by increasing its total back-up credit lines.

At the end of the year, Icade also agreed a 12-year mortgage against the Pont de Flandre business park in Paris. This raised 200 million euros from a leading insurer, extending the average maturity of Icade’s debt and confirming the Group’s capacity to diversify its funding sources to include alternative lenders, while benefiting from a context of historically low long-term interest rates.

This f inancing was signed at the end of December 2012 and the funds released at the end of January, so it is not included in the outstanding debt as at 31 December 2012.


ITEMS OF BUSINESS – FINANCIAL RESOURCES

4.1. LIQUID ASSETS

New financial resources were obtained during 2012 by renewing existing credit lines and by setting up new confirmed credit lines. The main financing activities over 2012 were as follows:

◆ setting-up of 650 million euros of medium-term revolving credit lines;

◆ setting-up of a 625 million euro medium-term credit line;

◆ renewal of a 10 million euro short-term revolving credit line;

◆ signing of 200 million euros of long-term mortgage financing.

The credit lines have an average spread of 210 base points and an average term of 4.6 years.

Icade has drawing capacity on short and medium-term credit lines of 895 million euros, to be used entirely as it sees fit. These backup lines of credit and available cash as at 31 December 2012 cover two years of repayments of capital debt.

4.2. DEBT STRUCTURE AS AT 31�DECEMBER 2012

4.2.1. Nature of debt

The gross financial debt of 3,389.0 million euros as at 31 December 2012 consisted of the following:

◆ 2,690.7 million euros in corporate loans;

◆ 384.7 million euros in mortgage financing;

◆ 93.5 million euros in private investment;

◆ 142.4 million euros in direct-financing leases;

◆ 11.6 million euros in other debt (feeder loans, debt associated with holdings);

◆ 66.1 million euros in bank overdrafts.

Net financial debt totalled 2,725.4 million euros at 31 December 2012, up by 34.5 million euros compared with 31 December 2011. The change between these dates primarily reflects:

◆ repayments of 210 million euros for credit lines used at the end of 2011 and repaid at the start of the 1st half of 2012;

◆ new debts for 404 million euros (mainly corresponding to the medium-term loan of 625 million euros net of the intra- group loan granted to Silic, and the 99 million euros of long-term loans following Icade Santé’s acquisition of properties);

◆ natural debt amortization and repayments of corporate credit lines for a total of 95 million euros;

◆ natural amortization on finance leases and exercising of options of 28 million euros;

◆ a 34 million euros decrease in the value of hedging instruments;

◆ an increase of around 29 million euros in cash and 18 million euros in other current financial assets (excluding the Silic intra- group loan).

4.2.2. Maturity of debt

The maturity schedule of the debts drawn by Icade (excluding overdrafts and excluding repayment of the Silic intra- group loan) as at 31 December 2012 is given below, in millions of euros:

DEBT MATURITY

0

100

200

300

400

500

600

700

800

2013 2014 2015 2016 2017 2018 2019 2020 2021 andsubsequent years

431

635

463

364

575

12945 43

295




BREAKDOWN OF DEBT BY MATURITY DATE (31 7DECEMBER 2012)

More than 1 year and less than 5 years

68%

More than 5 years

17%

Less than 1 year

15%

The average lifespan of the debt at 31 December 2012 is 4.3 years (3.8 years before inclusion of the mortgage financing). At 31 December 2011, it was 3.8 years, indicating that the financing raised in 2012 extended the average maturity of Icade’s debt.

4.2.3. Debt by business

After allocation of the intra- group refinancing, nearly 94.2% of the Group’s debt relates to the Property Investment Division and 5.8% relates to the Property Development Division. The share assigned to the Services business line is insignif icant. These proportions are stable compared with the 2011 financial year.

4.2.4. Average cost of debt

The average cost of f inancing in 2012 was 1.79% before hedging and 3.83% after hedging, compared with 2.20% and 4.08% respectively in 2011.

As a result of current interest rates and the new financing agreed, the average cost of Icade’s debt fell in 2012, particularly in the 2nd half of the year.

4.2.5. Interest rate risk

The monitoring and management of financial risks are centralised within the Treasury and Debts Division of the Finance Department.

This department reports on a monthly basis to Icade’s Risk, Rates, Treasury and Finance Committee on all matters related to finance, investment, interest-rate risk management and liquidity management.

Changes in financial markets can entail a variation in interest rates, which may be reflected in an increase in the cost of refinancing. To finance its investments, Icade focuses on the use of variable rate debt, which is then hedged, thus conserving its ability to prepay loans without penalties. This represents, before hedging, nearly 87.3% of its debt as at 31 December 2012 (excluding debts associated with equity interests and bank overdrafts).

In 2012, Icade continued its prudent debt management policy by maintaining limited exposure to interest-rate risks by setting up appropriate hedging contracts (only plain vanilla swaps) and changing rate benchmarks on revolving debts, hedged by base swaps.

BREAKDOWN BY FIXED RATE/VARIABLE RATE

(excluding investment-related debt and bank overdrafts)

( 31 December 2012)

Hedgedvariable rate

79%

Non-hedged variable rate

8%

Fixed rate

13%

The main amount of the debt (91.3%) is protected against a rise in interest rates (f ixed rate debt or variable rate debt hedged by vanilla instruments such as swaps or caps). Short-term drawdowns over 2012 have not been hedged as interest rates have remained at historically low levels.

The notional hedging amounts, €m, for future years are as follows:

OUTSTANDING HEDGED POSITIONS

0

250

500

750

1,000

1,250

1,500

1,750

2,000

2013 2014 2015 2016 2017 2018 2019 2020 2021 and subsequent

years

1,799

1,189

923 892

312220

55 47142




Given the financial assets and the new hedges set up, the net position is given in the following table:

31/12/2012(in millions of euros)

Financial Assets(*)

(a)

Financial Liabilities(**)

(b)

Net exposurebefore hedging

(c)�= (a) - (b)

Rate hedging instrument

(d)

Net exposureafter hedging(e)�= (c) +�(d)

Fixed Rate

Variable Rate

Fixed Rate

Variable Rate

Fixed Rate

Variable Rate

Fixed Rate

Variable Rate

Fixed Rate

Variable Rate

Less than one year 851.9 29.3 481.3 (29.3) 370.6 433.3 (29.3) 803.9

More than 1 year and less than 5 years 77.1 2,296.2 (77.1) (2,296.2) 1,568.2 (77.1) (728.0)

More than 5 years 282.2 223.0 (282.2) (223.0) 311.6 (282.2) 88.7

Total 851.9 388.5 3,000.5 (388.5) (2,148.5) 2,313.1 (388.5) 164.5

(*) Current and non-current ( nancial assets and cash and cash equivalents.

(**) Gross ( nancial debt.

The average maturity of variable rate debt is 3.1 years, whereas that of the associated hedging is slightly shorter at 2.9 years. This is partly explained by the fact that the 625 million euro medium-term loan was only partially hedged.

Finally, Icade favours classifying its hedging instruments as “cash flow hedges” according to the IFRS standards, which requires that the variations in the fair value of these instruments be recognized as equity (for the effective portion) rather than as profit/loss.

Considering the year’s profile, and the change in interest rates, the change in fair value of hedging instruments has had a negative impact on the capital and reserves of 18.6 million euros.

4.3. FINANCIAL STRUCTURE

4.3.1. Financial structure ratio

The LTV (Loan To Value) ratio: (Net f inancial debt/Net asset value excl. duties) comes out at 39.8% as at 31 December 2012 (compared to 40% as at 31 December 2011).

To recap, the LTV at 31 December 2011 adjusted by the opening of the capital of Icade Santé was 36.3%. The increase in this level is mainly due to the total of investments and the distribution of the dividend which were only partly offset by cash flows for the period.

Of the slight fall compared with 31 December 2011, 0.5% is due to the increase in net debt and 0.7% to the increase in the net asset value.

Undertakings to sell were also signed at the end of the year for some assets, meaning the restated LTV of these assets subject to undertakings was 38.4%.

This ratio remains well below the ceiling levels to be met under the f inancial covenants stipulated in the banking documents (50%7and 52% in the majority of cases where this ratio is mentioned as a covenant).

Finally, the LTV calculated by Icade is the result of a prudent calculation because it includes all of Icade’s debt (debt related to property-development, ser vices and PPP, etc. ) without taking into consideration the value of these assets or of these companies, since it is calculated only on the value of the assets of the Commercial Property Division, excluding duties. After taking into account the value of the Development and Service companies and the value of the PPP assets, the adjusted LTV ratio was 37.2% as at 31 December 2012.



4.3.2. Interest hedging ratio

The ratio of interest hedging by operating income (corrected for depreciation) was 3.52x over 2012. This ratio decreased in comparison with previous years (3.77x in 2011), considering the decrease in operating profit and the rise in interest rates over the year. Compared with EBITDA, this ratio works out as 3.58x.

Financial ratios 31/12/2012 31/12/2011

Net financial debt/net asset value excl. duties (LTV) 39.8% / 38.4%(1) 40.0%

Net financial debt/net asset value including development and service companies (adjusted7LTV) 37.2% 37.4%

Ratio of interest hedging to operating profit/loss (ICR) 3.52x 3.77x

(1) LTV restated for assets subject to undertakings.

4.3.3. Covenants table

Covenants 31/12/2012

LTV(1) Maximum < 45% < 50% and < 52%

39,8%

ICR Minimum > 2 3.52x

CDC control(2) Minimum 34% / 50% - 51% 55,57%

Value of investment property assets(3) Minimum > 3 billion euros> 4 billion euros> 5 billion euros

6.8 billion euros

Debt ratio of subsidiaries/Consolidated gross debt Maximum 33% 16.52%

Surety on assets Maximum < 20% of property assets 8.4%(4)

(1) Around 33% of the debt relating to an LTV covenant has a limit of 52%, 62% of the debt has a limit of 50%, and the remaining 5% has a limit of 45%.

(2) Around 84% of the debt relating to the covenant for the CDC change of control clause has a limit of 34%, and the remaining 16% has a limit of 50-51%.

(3) Around 56% of the debt relating to the Value of Investment Property Assets covenant has a limit of 3 billion euros, 7% of the debt has a limit of 4 billion euros,

and the remaining 37% has a limit of 5 billion euros.

(4) Maximum calculation under the loan agreements.

The covenants were respected as at 31 December 2012.


Historical } nancial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Historical � nancial information


HISTORICAL FINANCIAL INFORMATION

Chapter 2Historical � nancial informationIcade’s consolidated f inancial statements and annual accounts, together with the Statutory Auditors’ report on the consolidated financial statements and on the annual accounts for the 2012 financial year are featured in Chapters 3, 4, 5 and 6 of this report.

Pursuant to article 28 of EC Regulation No. 809/2004 relating to the prospectus, the following information is included by reference in this reference document:

◆ the consolidated financial statements for the fiscal year ended 31 December 2011 prepared according to international accounting standards, and the report from the statutory auditors on these accounts, as they are presented on pages 61 to 139 of the reference document filed with the Financial Markets Authority on 13 March 2012 under number D. 12-0150;

◆ the consolidated financial statements for the fiscal year ended 31 December 2010 prepared according to international accounting standards, and the report from the statutory auditors on these accounts, as they are presented on pages 59 to 139 of the reference document recorded by the Financial Markets Authority on 7 March 2011 under number D. 11-0097;

The reference documents are available on Icade’s website (www.icade.fr) and that of the Financial Markets Authority (www.amf-france.org).

The table of fees for the statutory auditor appear in chapter 11 paragraph 10.4.


HISTORICAL FINANCIAL INFORMATION


Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Consolidated balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Consolidated cash � ow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

Consolidated statement of change in equity and reserves . . . . . . . . 72

Notes to the consolidated } nancial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 741. Accounting policies ...........................................................................................................................742. Main transactions concerning the consolidation scope

occurring during the 2012 ; nancial year ..................................................................................833. Operating segments .........................................................................................................................854. Elements of EBITDA ...........................................................................................................................885. Pro; t/loss from disposals ...............................................................................................................916. Financial pro; t/loss ..........................................................................................................................927. Taxes ........................................................................................................................................................938. Goodwill .................................................................................................................................................949. Intangible assets .................................................................................................................................9510. Tangible assets and investment properties and sensitivity of net book values ......................... 9711. Securities available for sale ......................................................................................................... 10012. Other non-current ; nancial assets .......................................................................................... 10113. Stocks and in progress .................................................................................................................. 10314. Trade receivables ............................................................................................................................ 104

Consolidated � nancial statements


15. Building contracts and o� -plan sales ...................................................................................... 10516. Miscellaneous receivables ........................................................................................................... 10617. Other current ; nancial assets .................................................................................................... 10618. Cash and cash equivalents .......................................................................................................... 10719. Investment properties and other assets held for sale ...................................................... 10820. Shareholders’ equity .......................................................................................................................11021. Non controlling interests ..............................................................................................................11222. Provisions ............................................................................................................................................11223. Financial debts ..................................................................................................................................11424. Miscellaneous payables .................................................................................................................11825. Other ; nancial liabilities and derivatives ................................................................................11926. Financial risk management ..........................................................................................................12127. Fair value of ; nancial assets and liabilities .............................................................................12428. Earnings per share .......................................................................................................................... 12729. Commitments to personnel ........................................................................................................ 12830. Headcount ......................................................................................................................................... 13131. Stock option subscription and bonus share plans ............................................................. 13132. O� -balance sheet commitments .............................................................................................. 13433. Related parties ................................................................................................................................. 13534. Events after closure ........................................................................................................................ 13635. Interests in joint ventures ............................................................................................................ 13636. Equity-accounted securities ....................................................................................................... 13737. Scope of consolidation ................................................................................................................. 13838. Fees of statutory auditors .............................................................................................................14239. List of standards and interpretations not applied early ....................................................142


CONSOLIDATED FINANCIAL STATEMENTS – CONSOLIDATED INCOME STATEMENT

Consolidated income statement

(in millions of euros) Notes 31/12/2012 31/12/2011

Turnover 3-4 1,499.3 1,492.0Other operating income associated with the activity 5.5 3.3Financial operating income associated with the activity 1.5 1.7Income from operating activities 1,506.3 1,497.0Purchases used (810.4) (793.7)Outside services (111.1) (145.2)Tax, duty and similar payments (26.5) (24.6)Personnel charges, profit sharing and share incentive scheme (167.6) (173.9)Other business related charges (6.2) (4.1)Chaargess oon operating activities (1,1221.8) (1,1441.5)EBITDA 4 384.5 355.5Depreciation charges net of investment grants 3 (176.8) (148.6)Charges and reversals related to loss in value on tangible, financialand other current assets 3 (85.7) (32.3)Profit/loss from disposals 5 80.8 63.7Depreciation of goodwill and intangible assets (1.6) -OPERATING PROFIT 201.2 238.3Gross cost of indebtedness (109.5) (105.4)Income from cash and cash equivalents 2.1 2.9Cost of net debt (107.4) (102.5)Other financial income and charges 5.8 5.3FINANCIAL PROFIT/LOSS 6 (101.6) (97.2)Share in profit/loss of companies consolidated by the equity method (0.7) 1.0Profit tax 7 (37.2) (44.1)Profit/loss from discontinued activities - -NET PROFIT 61.7 98.1Profit/ loss : Share of non controlling interests 9.0 5.1Net proofit: Group sharee 552.7 993.0Net income, Group share per share (in euros) 28 1.02 1.80of which net earnings per share, Group share, from discontinued activities - -Number of shares used in the calculations 51,727,115 51,655,339

Net income, Group share per share after dilution (in euros) 28 1.02 1.80of which net earnings per share, Group share, from discontinued activities - -Number of shares used in the calculations 51,795,086 51,695,635Net profit/loss for the period 61.7 98.1Other elements of net overall profit:Financial assets available for sale - -

*changes in fair value recognized directly in equity - -*transfer to profit/(loss) of instruments that do not qualify for hedge accounting - -

Conversion differentia - -Cash flow hedging (12.0) (32.8)

*changes in fair value recognized directly in equity (18.6) (36.7)*transfer to profit/(loss) of instruments that do not qualify for hedge accounting 6.6 3.9

Actuarial differences and adjustments to the limitation of assets - -Tax on elements directly recognised in shareholders’ equity(1) - -Other adjustments - -Total overall profit/loss recognized as capital and reserves (12.0) (32.8)

- of which transferred to net profit/loss - -Total overall profit/loss for the period 49.7 65.3

- Share of minority interests 9.0 5.1- Group share 40.7 60.2

(1) Taxes on variations in fair value in securities available for sale and on hedging future cash ~ ows are zero for ( nancial years 2011 and 2012.


CONSOLIDATED FINANCIAL STATEMENTS – CONSOLIDATED BALANCE SHEET

Consolidated balance sheet

ASSSETSS(in millions of euros) Notes 31/12/2012 31/12/2011

Goodwill 8 77.2 79.7

Net intangible assets 9 5.8 7.3

Net tangible assets 10 121.5 129.4

Net investment properties 10 4,820.4 4,878.1

Non-current securities available for sale 11 2.5 2.7

Equity-accounted securities 36 - 1.3

Other non-current and derivative financial assets 12 - 25 5.1 9.8

Deferred tax assets 7 14.8 20.9

TOTAL NON-CURRENT ASSETS 5,047.3 5,129.2

Stocks and work in progress 13 692.3 628.4

Accounts Receivable 14 584.2 516.5

Amounts due from customers (building contracts and off-plan sales) 15 18.8 22.1


Miscellaneous receivables 16 383.0 424.6

Current securities available for sale 11 0.8 0.1

Other current and derivative financial assets 17 - 25 407.5 38.3

Cash and cash equivalents 18 443.6 414.3

Assets held for sale 19 214.9 99.4

TOTAL CURRENT ASSETS 2,755.6 2,150.6

TOTAL ASSETS 7,802.9 7,279.8


CONSOLIDATED FINANCIAL STATEMENTS – CONSOLIDATED BALANCE SHEET

LIABBILITIEES(in millions of euros) Notes 31/12/2012 31/12/2011

Capital 79.3 79.3

Premiums 1,303.9 1,303.4

Treasury shares (22.0) (36.1)

Revaluation reserves (173.3) (164.0)

Other reserves 1,412.3 1,462.7

Net Profit Group Share 52.7 93.0

Capital and reserves - Group share 20 2,652.9 2,738.3

Non controlling interests 21 310.7 1.7

SHAREHOLDERS’ EQUITY 2,963.6 2,740.0

Non-current provisions 22 - 29 42.5 42.3

Long-term financial borrowings 23 2,878.4 2,575.2

Tax payable 3.4 -

Deferred tax payable 7 9.6 9.2

Other non-current liabilities 25 219.8 188.2

TOTAL NON-CURRENT LIABILITIES 3,153.7 2,814.9

Current provisions 22 16.8 22.6

Current financial liabilities 23 510.6 423.9



Amounts due to customers (building contracts and off-plan sales) 15 8.1 1.1

Miscellaneous current payables 24 549.6 657.5

Other current and derivative financial liabilities 25 18.1 11.4

Liabilities intended to be sold 19 25.0 89.6

TOTAL CURRENT LIABILITIES 1,685.6 1,724.9

TOTAL LIABILITIES AND CAPITAL AND RESERVES 7,802.9 7,279.8


CONSOLIDATED FINANCIAL STATEMENTS – CONSOLIDATED CASH FLOW STATEMENT

Consolidated cash � ow statement(in millions of euros) 31/12/2012 31/12/2011

I TRANSACTIONS RELATED TO OPERATIONAL ACTIVITYNet profit 61.7 98.1Net allocations to depreciation, amortization and provisions 262.3 170.8Unrealized gains and losses due to changes in fair value 0.4 (1.5)Other accruals 12.6 9.7Capital gains or losses on disposal of assets (82.7) (53.2)Capital gains or losses on disposal of consolidated participating interests (1.9) (20.5)Share of profit/(loss) of equity-accounted companies 0.7 2.6Dividends received (0.8) (0.4)Caashh flow from opperating acttivvitiees after cost of net financiial debbt and tax 2252.3 2005.6Cost of net financial debt 103.0 116.3Tax expense 37.2 44.1Caashh flow from opperating acttivvitiees before cost oof net finanncial debt and tax 3392.5 3666.0Interest paid (117.4) (118.4)Tax paid (49.4) (23.0)Change in working capital requirement related to operating activities (147.2) (3.5)NET CASH FLOW FROM OPERATING ACTIVITIES 78.5 221.1

II INVESTMENT TRANSACTIONSTangible and intangible assets and investment properties

– acquisitions (425.6) (726.2)– disposals 226.8 192.3

Investment grants received - -Change in deposits paid and received (2.2) 0.9Change in financial accounts receivable 4.5 3.8Opperrational invesstments (196.5) (529.2)Securities available for sale

– acquisitions (0.8) -– disposals 0.1 19.1

Consolidated securities– acquisitions (34.7) (2.2)– disposals 38.1 12.6– impact of changes in consolidation scope (11.6) 0.2

Dividends received 1.4 0.4Finnanncial investmments (7.5) 330.1NET CASH FLOW FROM INVESTMENT ACTIVITIES (204.0) (499.1)

III FINANCING ACTIVITIESSums received from shareholders on increases in capital

– paid by Icade shareholders 0.5 11.7– paid by non controlling interests of consolidated subsidiaries 357.7 -

Dividends paid during the financial year – dividends (including deduction at source) and interims paid in the year by Icade (192.6) (170.6)– dividends and interims paid in the year to non controlling interests of consolidated subsidiaries (3.9) (4.6)

Buy-back of treasury stock 14.3 1.4Chhannge in cash flow from cappittal transactions 1176.0 (162.1)Issues or subscriptions of borrowings and financial debts 903.0 576.2Repayment of borrowings and financial debts (580.4) (467.3)Acquisitions and disposals of current financial assets (338.3) 76.7Chhannge in cash flow from finanncinng activities ((15.7) 1885.6NET CASH FLOW FROM FINANCING ACTIVITIES 160.3 23.5NET CHANGE IN CASH POSITION (I+II+III) 34.8 (254.5)NET CASH POSITION AT THE START OF THE YEAR 342.7 597.2NET CASH POSITION AT THE END OF THE YEAR 377.5 342.7Cash and cash equivalents 443.6 414.3Bank overdrafts (excluding accrued interest not due) (66.1) (71.6)NET CASH POSITION 377.5 342.7


CONSOLIDATED FINANCIAL STATEMENTS – CONSOLIDATED STATEMENT OF CHANGE IN EQUITY AND RESERVES

Consolidated statement of change in equity and reserves

(in millions of euros) Capital

Issue premium

and merger

premium

Cash flow hedging

net of corporate

tax

Securities available

for saleOther

reserves

Total shareholders’ equity Group

share

Non controlling

interests

Total share-

holders’ equity

At 1 January 2012 79.3 1,303.4 (163.4) (0.6) 1,519.6 2,738.3 1.7 2,740.0

Cash flow hedges

– changes in value recognizeddirectly in equity(1) - - (18.0) - - (18.0) (0.6) (18.6)

– transfer to profit/(loss) of instruments that do not qualify for hedge accounting - - 6.6 - - 6.6 (0.1) 6.5

Fair value of securities available for sale

– variation in fair value - - - (0.5) - (0.5) - (0.5)

– transfer to profit/loss for the period - - - 0.6 - 0.6 - 0.6

Totaal chhannges recognizzed direectlyy inn reserve accoounts (I) - - (11.4) 0.1 - (11.3) (0.7) (12.0)

Net proofit//(loss) (II) - - - - 52.7 522.7 9.0 661.7

Totaal reecoognized incomme and exppennses (I) + (II) - - (11.4) 0.1 52.7 411.4 8.3 449.7

Dividends for 2011 - - - - (192.6) (192.6) (8.7) (201.3)

Variation in percentage interest - - 2.0 - 46.8 48.8 308.9 357.7

Additions to the consolidation scope - - - - - - - -

Capital increase - 0.5 - - - 0.5 - 0.5

Increase in capital following takeover of companies - - - - - - - -

Reduction in capital - - - - - - - -

Treasury shares(2) - - - - 14.4 14.4 - 14.4

Others(3) - - - - 2.1 2.1 0.5 2.6

At 31 December 2012 79.3 1,303.9 (172.8) (0.5) 1,443.0 2,652.9 310.7 2,963.6

(1) The negative changes in cash ~ ow hedges relate to the low medium and long-term interest rates at 31 December 2012, which went down compared to those

seen on 31 December 2011.

(2) As at 31 December 2012, Icade held 236,229 treasury shares valued at €22.0 million.

(3) This item notably includes up to €2.5 million worth of the positive impact, on reserves, from conditional stock options.


CONSOLIDATED FINANCIAL STATEMENTS – CONSOLIDATED STATEMENT OF CHANGE IN EQUITY AND RESERVES

(in millions of euros) Capital

Issue premium

and merger

premium

Cash flow hedging

net of corporate

tax


for saleOther

reserves

Total shareholders’ equity Group

share

Non controlling

interests

Total share-

holders’ equity

At 1 January 2011 79.0 1,374.6 (130.6) (0.6) 1,510.8 2,833.2 0.8 2,834.0

Cash flow hedges

– changes in fair value recognized directly in equity(1) - - (36.7) - - (36.7) - (36.7)

– transfer to profit/(loss) of instruments that do not qualify for hedge accounting - - 3.9 - - 3.9 - 3.9

Fair value of securities available for sale

– variation in fair value - - - - - - - -

– transfer to profit/loss for the period - - - - - - - -

Totaal chhannges recognizzed direectlyy inn reserve accoounts (I) - - (32.8) - - (332.8) - (332.8))

Net proofit//(loss) (II) - - - - 93.0 93.0 5.1 98.1

Totaal reecoognized incomme and exppennses (I) + (II) - - (32.8) - 93.0 60.2 5.1 65.33

Dividends for 2010 - - - - (170.6) (170.6) (3.7) (174.3)

Variation in percentage interest - - - - - - (0.5) (0.5)

Additions to the consolidation scope - - - - - - - -

Capital increase(2) 0.3 19.3 - - (7.8) 11.8 - 11.8

Increase in capital following takeover of companies - - - - - - - -

Increase in capital following a Merger - - - - - - - -

Reduction in capital - (90.5) - - 90.5 - - -

Treasury shares(3) - - - - 1.4 1.4 - 1.4

Others(4) - - - - 2.3 2.3 - 2.3

At 31 December 2011 79.3 1,303.4 (163.4) (0.6) 1,519.6 2,738.3 1.7 2,740.0

(1) The negative changes in cash ~ ow hedges relate to the low medium- and long-term interest rates at 31 December 2011 which were also lower than the same

date the previous year.

(2) Increases in capital related to the exercise of stock subscription options stood at €11.8 million.

(3) As at 31 December 2011, Icade held 456,229 treasury shares valued at €36.1 million.

(4) This item notably includes up to €2.2 million worth of the positive impact, on reserves, from conditional stock options.


CONSOLIDATED FINANCIAL STATEMENTS – ACCOUNTING POLICIES�

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Accounting policies

1.1. STANDARDS APPLIED

The consolidated f inancial statements of the Icade Group (‘ the Group’) as at 31 December 2012 have been prepared in accordance with International Accounting Standards (IFRS) as adopted in the European Union in application of European regulation no.1606/2002 dated 19 July 2002. They were established by the board meeting of Icade on 20 February 2013 and will be subject to the approval of the general meeting on 12 April 2013. The consolidated financial statements published by the Group on 31 December 2011 were determined according to the same principles and methods, with the exception of what is specified below.

The International Accounting Standards are published by the IASB (International Accounting Standards Board) and have been adopted by the European Union. They include the IFRS (International Financial Reporting Standards), the IAS (International Accounting Standards) and their interpretations.

Compared to the consolidated financial statements presented as at 31 December 2011, application of the amendment to IFRS 7: “Information to be supplied on the transfer of f inancial assets” had no effect on the Group’s consolidated financial statements.

The Group did not make early application of any standards or interpretations (see note 39).

1.2. BASES OF ASSESSMENT, JUDGMENT AND USE OF ESTIMATES

The financial statements have been prepared using the historical cost method, with the exception of certain financial instruments recognized at fair value.

The preparation of the financial statements requires the use of estimates and assumptions to determine the value of assets and liabilities, assess any positive or negative unanticipated unknowns on the closing date, and income and expenses for the year.

The signif icant estimates made by the Group for preparing its f inancial statements mainly cover:

◆ the valuation of tangible and intangible assets and property assets by independent surveyors as specified in note 1.11;

◆ the review of proper t y-development programmes (note 1.17);

◆ the evaluation of profit/loss according to the progress of construction projects, off-plan sale projects and certain service-provision contracts as specified in note 1.6;

◆ the evaluation of personnel benefits and provisions as specified in notes 1.21, 1.22, 22 and 29

◆ the valuation of the fair value of f inancial instruments.

Due to the uncertainties inherent in any assessment process, the Group reviews its estimates on the basis of regularly updated information. It is possible that the future results of the activities concerned may differ from those estimates.

In addition to using estimates, the Group’s management makes judgments to def ine the appropriate accounting treatment for certain activities and transactions where current IFRS interpretations do not specif ically deal with the accounting problems concerned. In particular, the management board has applied its judgment in classifying lease contracts (ordinary lease and direct f inancing lease) and in determining the accounting treatment of certain activities for which the IFRS standards do not provide any specific details.

Lastly, in application of the principle of materiality implemented by the Group, the only information presented is that which is considered relevant and useful to users in understanding the consolidated financial statements.

1.3. CONSOLIDATION METHODS

The Icade Group’s consolidated financial statements include the financial statements for Icade SA, its subsidiaries, and companies subject to joint control or significant influence:

◆ subsidiaries over which the Group exercises exclusive control are fully consolidated;

◆ companies in which the Group exercises joint control are proportionately consolidated;

◆ consolidation by the equity method is applied to affiliates over which the Group exercises a significant influence.

All internal transactions and posit ions are eliminated in consolidation; totally, for fully consolidated companies and in proportion to the Group’s percentage interest for proportionately consolidated companies and equity associates.

A list of the fully and proportionally consolidated companies and equity associates is set out in note 37 “Consolidation.”


CONSOLIDATED FINANCIAL STATEMENTS – ACCOUNTING POLICIES

1.4. BUSINESS COMBINATIONS AND ACQUISITION OF ASSETS

An analysis is f irst carried out in order to ascertain whether it is a matter of an acquisition of securities, falling within the area of application of business combinations, or the acquisition of an isolated asset.

◆ The acquisition of the securities of legal entities, holding one or more investment properties as the principal asset is accounted for in accordance with the revised IFRS 3 standard, depending on the date of the takeover, in line with the principles described below.

◆ The acquisition of isolated assets, meeting the definition of investment properties, by a legal entity, is accounted for in accordance with IAS 40.

The accounting method for investment properties and their depreciation is described in notes 1.9 and 1.11.

◆ Business combinations completed from 1 January 2010 are recognised according to the acquisition method, in accordance with the revised IFRS 3 standard.

The counterparty transferred must include the premiums valued at fair value.

“Non-controlling interests” are recognised, optionally for each business combination, at their fair value on the date of acquisition or on the basis of their proportionate share in the identif iable net assets of the acquired company.

According to the acquisition method, the buyer must, on the date of acquisition, account for the identifiable assets, liabilities and potential liabilities of the acquired entity (with the exception of non-current assets held for sale) at their fair value on that date.

The residual difference ascertained between the fair value of the transferred counterpart (increased by the recognised amount of the non-controlling investment) and the net balance of the amounts, on the date of acquisition, of identif iable assets and liabilities valued at their fair value, constitutes goodwill. This discrepancy is recorded under the buyer’s assets if positive and accounted for immediately in the income statement if negative.

The costs of acquisition are recognised as expenses.

Variations in scope are recognised, from 1 January 2010, in accordance with the revised IAS 27 standard.

Variations in the percentage of non-controlling interests (additional acquisition or disposal) entail a new distribution of the shareholders’ equity between the Group share and the share relative to non-controlling interests.

Variations in the percentage of interests resulting in loss of control of an entity are expressed by recognising income from sale, and by revaluing the fair value of the percentage interest retained in exchange for the income.

The buyer has twelve months from the date of acquisition to definitively determine the fair value of the assets and liabilities acquired.

Goodwill is not amortized but tested for impairment at the end of the year, or more frequently if there are identif ied signs of impairment. The procedures for carrying out the depreciation tests are set out in note 1.11.

1.5. SECTOR INFORMATION

The sector report presented corresponds to the organization of internal reporting for the Group’s management.

The Icade Group has adopted a position as “Developer REIT” and has structured itself in relation to the various businesses. Activities are segmented into three businesses which each have specific risks and benefits:

◆ the property investment business consists mainly of holding property for the rental and arbitraging of these assets;

◆ property development corresponds essentially to building property assets with a view to selling them;

◆ ser v ices are pr imar i ly concerned with “proper t y management” activities (administration of property assets) and providing consulting and property solutions.

The sector profit/loss corresponds to the profit/loss for the businesses and does not therefore take into account, unlike the profit/loss presented in the consolidated financial statements, the financial profit/loss, the profit/loss of companies consolidated by the equity method or taxation, all of which are analysed as a total at the Group level.

Operations carried out within the same business and between different businesses are presented in the sector report in the same way as operations carried out with third parties. Eliminations and reclassif ications relating to those operations appear in a separate column.

The property investment, development and services sectors each include several sub-categories presenting similar economic characteristics in terms of the IFRS 8 standard.

1.6. REVENUES, OTHER OPERATING INCOME, FINANCIAL OPERATING INCOME ASSOCIATED WITH THE ACTIVITY

Turnover

The Group’s revenues comprise four types of income:

◆ rental income, including financial rent;

◆ building contracts and off-plan sales;

◆ sale of goods;

◆ provision of services.



Rental income, including financial rent

Rental income from ordinary leases includes rent from housing, off ice blocks, warehouses, business premises and shopping centres.

Rental income is recorded by the straight line method over the firm terms of the leases. Consequently, any particular provisions and benefits specified in the leases (exemptions, payment holidays, key money) are spread over the fixed term of the lease, without taking indexing into account. The reference period used is the first f irm term of the lease.

Rental charges re-invoiced to tenants are deducted from the corresponding charges accounts and excluded from revenues.

Income from finance leases includes financial rent from property assets leased within the framework of operations conducted with public partners. Financial rent is accounted for on the basis of a formula translating a constant periodic rate of return on the lessor’s net investment in the finance lease contract.

Building lease contracts may be qualif ied as ordinary lease contracts or direct f inancing lease contracts according to the risks and benefits retained by the lessor.

Building leases relating to land are generally qualified as ordinary lease contracts, f irstly because of the retention of the land by the lessor following the period of the lease and secondly because of the indefinite economic lifetime of land.

The income from building lease contracts is booked according to whether the building lease is qualif ied as an ordinary lease or as a direct-financing lease.

Building contracts and off-plan sales

Revenues are recognized in line with progress.

Revenues accounted for during the year corresponds to the estimated f inal forecast turnover for the operation recorded pro rata to the progress of works, accrued at the end of the year, less any turnover accounted for in previous years in respect of operations already in the construction phase at the beginning of the year.

Recognition of revenues in line with progress relates only to plots sold and commenced on signature of the notarized deed.

Sale of goods

Sales of goods relate essentially to property agent transactions.

Provision of services

Services provided essentially cover the following items:

◆ surveys and assistance to contracting authorities: the revenue is recognised as the service progresses;

◆ services and technical functions (management, building maintenance, general ser vices, etc. ): the revenue is recognised as the service is provided;

◆ property management (management, managing agent,…): commissions and fees are recorded as income when the service is provided.

Re-invoiced rental charges and expenses incurred on behalf of third parties are deducted from the corresponding charges if the Group does not bear any risk in respect of those services.

Other operating income associated with the activity

Other operating income associated with the activity includes income that is not directly related to the operations described in the paragraph entitled “Revenues.”

Financial operating income associated with the activity

Financial operating income includes f inancial income earned on funds received in respect of mandate operations and other financial income related to operating activities.

1.7. EARNINGS PER SHARE

The non-diluted earnings per share (basic earnings per share) are the Group share of net earnings attributable to the ordinary shares compared to the weighted average number of shares in circulation during the period. The average number of shares in circulation during the period is the number of ordinary shares in circulation at the beginning of the year, adjusted by the number of ordinary shares bought back or issued during the period.

In calculating the diluted earnings per share, the average number of shares in circulation is adjusted to take into account the diluting effect of equity instruments issued by the Company and likely to increase the number of shares in circulation.

1.8. INTANGIBLE ASSETS

An intangible asset is a non-monetary element with no physical substance, which must be both identif iable and controlled by the Company as a result of past events which may bring future economic benefits. An intangible asset is identif iable if it can be separated from the acquired entity or if it stems from legal or contractual rights.



Intangible assets whose useful l ives can be determined are amor tized by the straight l ine method over their forecast useful lives.

1.9. TANGIBLE ASSETS AND INVESTMENT PROPERTIES

Tangible assets are primarily composed of property assets occupied by the Group and office furniture amortised according to the straight line method, generally over f ive years.

Investment properties are properties held in order to earn rent, increase capital, or both. This category of buildings is not used in the production or supply of goods or services or for administrative purposes and neither are they intended to be sold within the framework of ordinary business activities.

Buildings under development with a view to future use as investment properties , as well as advances paid on those properties, are classif ied under investment property.

In accordance with the option offered by IAS 40, investment properties are accounted for at cost less accrued depreciation and any impairment (see note 1.11).

The cost of investment properties consists of:

◆ the purchase price stated on the deeds or the construction price, including non-recoverable taxes, after deducting any rebates, trade or payment discounts;

◆ the cost of refurbishment works;

◆ all directly attributable costs incurred in order to put the investment property in a condition to be leased in accordance with the use intended by management. Thus, conveyance charges, fees, commission and document costs related to the acquisition and commission related to leasing are included in the cost;

◆ costs relating to bringing the property in line with safety and environmental regulations;

◆ capitalized loan costs (see note 1.13).

Any public investment grants received are deducted from the value of the corresponding assets. These are therefore accounted for as income over the useful life of the asset depreciable by means of a reduction in the depreciation charge.

The gross value is split into separate components which have their own useful lives.

Investment properties are depreciated by the straight line method over periods which correspond to their expected useful life. Land is not depreciated. The depreciation periods used (in years) are as follows:

Components

Offices

Housing

Warehouses and business

premises Health“Haussmann”

buildingOther

properties

Roads, networks, distribution 100 40 - 60 50 15 80

Building shell, structure 100 60 50 30 80

External structures 30 30 25 20 20 - 40

General and technical installations 20 - 25 10 - 25 25 10 - 15 20 - 35

Internal fittings 10 - 15 10 - 15 15 - 25 10 - 15 10 - 20

Specific equipment 10 - 30 10 - 30 15 - 25 10 20 - 35

The useful lives are revised at the end of each year, particularly in respect to investment properties which are the subject of a refurbishment decision.

In accordance with IAS 36, where events, changes in the market environment or internal factors indicate a risk of impairment of investment properties, they are tested for impairment (see note 1.11).

Intangible assets Useful life Depreciation method

Contracts and customer relations acquired Duration of contracts Straight line

Others(1) 1 to 3 years Straight line

(1) Other intangible assets consist primarily of software.



1.10. ASSETS HELD FOR SALE

In accordance with IFRS 5, if the Group decides to dispose of an asset or group of assets, it classif ies it as an asset held for sale if:

◆ the asset or group of assets is available for immediate sale in its current condition, subject only to customary conditions regarding the sale of such assets;

◆ and it is likely to be sold within one year.

For the Group, only assets meeting the above criteria and subject to a formal disposal decision at the appropriate management level, or failing that, the General Meeting, are classified as non-current assets held for sale. The accounting consequences are as follows:

◆ the asset (or group of assets) intended to be sold is valued at its book value or fair value less selling costs, whichever is lower;

◆ the asset stops being depreciated with effect from the date of transfer.

1.11. PROCEDURES FOR CONDUCTING ASSET IMPAIRMENT TESTS

IAS 36 provides that goodwill and intangible assets with an indeterminate lifespan must be tested at least once a year and other non-financial long term assets such as investment properties must be checked to see if there is any indication that they may have become impaired.

An indication of impairment may be:

◆ a substantial reduction in the market value of the asset;

◆ a change in the technological, economic or legal environment.

Impairment of an asset is accounted for where the recoverable value is less than the book value.

Procedures for depreciation of investment properties

The recoverable value of investment properties is the fair value less disposal costs or the going value, whichever is higher. The fair value is the market value excluding rights, determined by independent surveyors (see note 10.2). The going value is the present value of expected rental income from those assets.

If there is an indication of impairment, and where the estimated recoverable amount is less than the net book value, the difference between those two f igures is accounted for as impairment. Accounting for impairment entails a review of the basis of depreciation and possibly the depreciation plans of the investment properties concerned.

If there is no longer, or a reduced, indicator of impairment, the impairment relating to the investment property may subsequently

be reversed if the recoverable value again becomes higher than the net book value. The value of the asset after reversal of the impairment is capped at the book value which would have been determined net of depreciation if no impairment had been accounted for in previous years.

Procedures for depreciation of goodwill, intangible assets and other tangible assets

These assets are tested individually or combined with other assets if they do not generate any cash flow independently of other assets.

If there is no longer, or a reduced, indicator of impairment, the impairment relating to the investment property may subsequently be reversed if the recoverable value again becomes higher than the net book value.

Impairment relating to goodwill cannot be reversed.

Goodwill and intangible asset impairment tests are carried out per cash generating unit on the basis of future discounted cash flows stemming from medium term plans (f ive year forecasts following those of the closing).

The discount rates used are determined before tax.

1.12. LEASES

Within the framework of its business activities, the Group uses assets taken or given under leases.

These leases are subject to analysis in the light of the situations described and indicators provided in IAS 17 in order to determine whether they are ordinary leases or direct f inancing leases.

Direct f inancing leases are leases which transfer virtually all the risks and benefits of the assets concerned to the lessee. All leases which do not match the definition of direct f inancing lease are classif ied as ordinary leases.

From the lessee’s point of view

Direct financing lease

When first accounted for, assets used within the framework of direct financing leases are accounted for under tangible assets with financial debt as the counterpart entry. The asset is accounted for at the fair value of the leased asset on the start date of the lease or the discounted value of minimum payments if that is lower.

Ordinary lease

Payments made under ordinary leases (other than service costs such as insurance and maintenance) are accounted for under charges on the income statement on a straight line basis over the term of the lease.



From the lessor’s point of view

Direct financing lease

When f irst accounted for, assets held by vir tue of a direct f inancing lease are presented as accounts receivable for an amount equal to the net investment in the lease. These accounts receivable, including initial direct costs, are presented under “Trade receivables.”

After being booked for the first time, f inancial income is spread over the term of the lease. This appropriation is made on the basis of a scheme reflecting a constant regular return on the net investment in the direct financing lease. Payments received under the lease corresponding to the period, excluding cost of services, are charged to the gross investment resulting from the lease to reduce both the principal and financing income not acquired. The initial direct costs are included in the initial valuation of the account receivable and reduce the revenue accounted for over the rental period.

Ordinary lease

In these leases, rental income is recorded by the straight line method over the f irm terms of the leases. Consequently, any particular provisions and benefits specif ied in the leases (exemptions, payment holidays, key money) are spread over the fixed term of the lease, without taking indexing into account. The reference period used is the first f irm term of the lease.

Any expenses directly incurred and paid to third parties for setting up a lease are recorded under the assets, under “investment properties” and amortized over the fixed term of the lease.

1.13. ACTIVATED BORROWING COSTS

Loan costs directly attributable to construction or production are included in the cost of the corresponding assets until work is completed.

The borrowing costs incorporated into the value of assets are determined as follows:

◆ where funds are borrowed in order to construct an individual building, the borrowing costs that can be incorporated are the actual costs incurred over the year less any financial income from investing the borrowed funds temporarily;

◆ where the borrowed funds are used to construct several buildings, the borrowing costs that can be incorporated into the cost of the building are determined by applying a capitalization rate to the building costs. This capitalization rate is equal to the weighted average of current borrowing costs for the year other than the costs of borrowings specif ically taken out for the construction of specif ic buildings. The capitalized amount is limited to the amount of costs actually borne.

1.14. SECURITIES AVAILABLE FOR SALE

Securities available for sale are accounted for at their fair value on the closing date. For shares of listed companies, the fair value is determined on the basis of the stock market quotation on the closing date in question. For unlisted companies, the fair value is determined using recognized valuation techniques (reference to recent transactions, discounting of future cash flows, etc.). Exceptionally, certain securities, which do not have a price quoted on an active market and whose fair value cannot be assessed reliably, are valued at cost.

Unrealized gains and losses in relation to the acquisition price are accounted for under capital and reserves, revaluation reserves, up to the date of disposal. However, where an impairment test leads to the recognition of a potential capital loss in relation to the acquisition cost and this is similar to a significant or lasting impairment, that impairment is accounted for in the income statement. It cannot subsequently be reversed in the income statement in respect of shares and other variable income securities.

Securities available for sale are depreciated individually if there is an objective indication of depreciation as a result of one or more events that have occurred since acquisition. With regard to variable income securities listed on an active market, a prolonged or significant fall in price below its acquisition cost constitutes an objective indication of depreciation.

1.15. OTHER FINANCIAL ASSETS

Other financial assets essentially consist of:

◆ UCITS which do not meet the criteria for classif ication as cash equivalents, accounted for at fair value by result;

◆ receivables associated with investments, loans, deposits and guarantees paid, term deposits, accounted for at amortized cost.

Depreciation is established for other f inancial assets if there is an objective indication of measurable impairment related to an event occurring after the setting up of the loan or acquisition of the asset. Depreciation is analysed on an individual basis as the difference between the book value before depreciation and the estimated recoverable value. This depreciation is accounted for in the income statement as an unrealized capital loss.

1.16. STOCKS

Inventor y and work in progress are accounted for at their acquisition or production cost. At each close, it is valued at its production cost or net realization value whichever is lower.

The net realization value represents the estimated selling price in the normal course of business, less expected costs to complete or realize the sale.



Impairment is booked if the net realization value is less than the booked cost.

Inventory primarily consists of land, property reserves and unsold plots from the housing development business (under way or f inished).

1.17. BUILDING CONTRACTS AND OFF-PLAN SALES

The Group applies the progress method to determine revenues from and costs related to building contracts and off-plan sales to be accounted for in the income statement for each period.

Building contracts and off-plan sales costs are production costs directly assignable to the contract as well as borrowing costs incurred up to the date of completion of the works.

Marketing fees and management expenses are recorded under charges, and management fees have been included in new program inventory since 1 January 2010.

If it is likely that the total cost of the contract will be higher than the total income, the Group recognizes a termination loss under charges for the period.

Par t payments received on these contracts , before the corresponding work has been carried out, are accounted for on the liabilities side under advances and payments on account received.

In accordance with the application of the interpretation of IFRIC 15, property building contracts are accounted for in the following manner when buyers can specify the major structural elements in their design before construction begins and/or if they can specify the major structural changes once construction is under way: the amount of costs incurred increased by profits recognised and reduced by losses recognised, as well as intermediate invoicing, is determined contract by contract.

If this figure is positive, it is accounted for on the asset side under “amount due by customers in respect of building contracts and off-plan sales”.

If it is negative, it is accounted for on the liabilities side under “amount due to customers in respect of building contracts and off-plan sales”.

1.18. TRADE RECEIVABLES

Trade receivables primarily consist of short term receivables. Depreciation is established where the book debt is higher than the amount recoverable. Trade receivables are depreciated on a case by case basis according to various criteria such as collection problems, litigation or the debtor’s situation.

1.19. CASH AND CASH EQUIVALENTS

Cash includes liquid assets in current and at-sight deposit bank accounts. Cash equivalents consist of cash UCITS and investments maturing in less than three months, easily convertible into a known amount of cash and subject to a negligible risk of change in value, held in order to meet short term cash commitments.

Overdrafts are excluded from the notion of cash and cash equivalents and are accounted for as current financial debts.

1.20. TREATMENT OF PROPERTY BROKERAGE ACTIVITIES

As an agent, the Group, via the Group’s property-management companies, runs the principals’ accounts and represents them in its own balance sheet. Specif ic balance sheet accounts are used under the headings “miscellaneous receivables” and “miscellaneous payables.” The principals’ accounts on the balance sheet thus represent the position of managed funds and accounts.

1.21. PROVISIONS

A provision is accounted for as soon as there is a current Group obligation to a third party, resulting from past events, the extinction of which should result in an outflow of resources representing economic advantage for the Group, the value of which can be estimated reliably. If the date of realization of that obligation is beyond one year, the amount of the provision is subject to a discounting calculation, the effects of which are recorded under financial profit/loss.

All kinds of identified risks, particularly operational and financial risks, are monitored on a regular basis, which enables the amount of provisions considered necessary to be decided.

1.22. EMPLOYEE BENEFITS

Pension liabilities and long-service bonuses

Contributions paid under schemes which are analysed as defined contribution schemes, in other words where the Group has no obligation other than to pay the contributions, are accounted for under expenses for the year.

Pension schemes, similar payments and other welfare benefits, which are analysed as defined benefits schemes (scheme in which the Group undertakes to guarantee a defined amount or level of benefit), are accounted for on the balance sheet on the basis of an actuarial assessment of the liability on the closing date, less the fair value of the assets of the related scheme which are dedicated to them.

The provision appearing in the consolidated accounts is calculated according to the projected credit units method and takes the related social security charges into account.



Actuarial discrepancies are due to distortions between the assumptions used and reality or changes in the assumptions used to calculate commitments and the assets assigned to cover them:

◆ staff turnover rates;

◆ rate of wage increases;

◆ discount rates;

◆ mortality tables;

◆ rate of return on assets.

The actuarial discrepancies are accounted for in the income statement in the year in which they are noted.

As the IAS 19 standard does not specify the accounts treatment in the case of legislative or regulatory reforms impacting pre-existing regimes, the option accepted by the Group consists of considering these impacts as a change of regime, in terms of the cost of past services spread over the residual duration of rights acquisition.

Bonuses paid for long-service during the working life of employees are covered by a provision. This is assessed taking into account the likelihood that the employees will reach the required length of service for each stage and is discounted at the end of each year.

Employee shareholding

The provision for the employee profit sharing scheme is determined in accordance with a current Group agreement.

1.23. PAYMENTS BASED ON SHARES

Pursuant to IFRS 2 relating to payments based on shares, option plans for the purchase or allocation of shares give rise to the recording of a personnel charge in respect of the fair value of the services to be rendered over the acquisition period. The fair value is determined on the day of assignment. This is not subsequently modified. For plans subject to acquisition conditions, this charge is spread in a straight line over the acquisition period of the right in return for an increase in reserves.

1.24. FINANCIAL DEBTS AND RATE HEDGING

Financial debts

Borrowings and other interest bearing f inancial liabilities are valued, after their initial booking, by the depreciated cost method using the effective interest rate of the loan. Expenses and issue premiums affect the opening value and are spread over the life of the loan via the effective interest rate.

In the case of financial debts resulting from accounting for direct f inancing leases, the financial debt recorded as the counterpart of the asset is initially accounted for at the fair value of the leased asset or the discounted value of minimum payments under the lease if that is lower.

Derivatives and hedge accounting

The Group uses financial derivatives to hedge its exposure to the market risk stemming from interest rate fluctuations. Derivatives are used within the framework of a Group rates risk management policy. The financial risk management strategies and methods used to determine the fair value of f inancial derivatives are set out in note 26 Financial risk management.

Financial derivatives are recorded on the balance sheet at their fair value.

The Group uses derivatives to hedge its variable rate debts against rate risks (hedging future cash f lows) and applies hedge accounting where the documentation and effectiveness conditions (beforehand and retrospectively) are fulfilled. In this case, changes in the fair value of the f inancial derivative are accounted for net of tax under capital and reserves (revaluation reserves) until the hedged transaction occurs in respect of the effective part of the hedging. The ineffective part is recorded immediately in the income statement for the period. Accrued gains and losses in capital and reserves are reclassif ied in the income statement under the same heading as the hedged item for the same time that the hedged cash flow affects the result.

Where the f inancial derivatives do not satisfy the conditions laid down by the standard for using hedge accounting, they are classif ied under the category of transaction assets and any changes in fair value are accounted for directly in the income statement for the period.

The fair value of derivatives is calculated by commonly accepted models (future discounted cash flow method, Black and Scholes method, etc.) and based on market data.

1.25. PRIORITIZATION OF THE FAIR VALUE OF FINANCIAL INSTRUMENTS

The financial instruments (assets or liabilities) accounted for at their fair value are evaluated using three methods, each reflecting levels of priority, the methodology for which is presented under note 27.

1.26. TAX

The eligible companies of the Icade Group benefit from the SIIC tax regime specific to property companies (Listed Property Investment Companies); the other companies within the Group apply the common law regime.



SIIC tax regime

Icade SA and its subsidiaries eligible for Listed Property Investment Companies SIIC tax status have adopted this regime. Two distinct taxable sectors have been identif ied within the Group:

◆ a SIIC sector exempt from tax on current earnings from leasing activities, capital gains on disposals and dividends received from subsidiaries subject to the SIIC regime;

◆ a sector taxable under the conditions of common law in respect of other activities.

Characteristics of the SIIC tax regime

In return for tax exemption, the adoption of the SIIC regime entails specific obligations with regard to distribution, and the immediate payment of an exit tax at a rate of 19% calculated on the unrealized capital gains relating to investment properties and partnerships not subject to corporation tax. This tax is payable per quartile from 15 December, of the year of the option and the balance is spread over the following three years.

The specific obligations concerning the distribution of dividends are as follows:

◆ 85% of profits from leasing activities;

◆ 50% of capital gains on disposals; and

◆ 100% of the dividends paid by subsidiaries having opted to being subject to corporation tax.

The exit tax debt is discounted according to its payment schedule on the basis of a market rate plus a premium.

The debt and the tax charge initially booked are reduced by the impact of conversion to current value; upon each closure until maturity, a f inancial charge is booked in consideration of the accretion of the tax debt.

Common law regime

Tax payable

The tax charge payable is determined on the basis of current rules and rates applicable to Group companies not benefiting from the SIIC regime, and for operations not coming under the SIIC exonerated sector.

Deferred taxes

In accordance with IAS 12, deferred tax is recorded on short term differences between the book values of assets and liabilities and their values for tax purposes. According to the variable carry-over method, they are calculated on the basis of the expected tax rate for the year in which the asset will be realized or the liability paid off. The effects of changes in tax rates from one year to the next are recorded in the result for the year in which the change occurs. Deferred tax assets and liabilities for the same tax entity are compensated when it concerns tax on income paid to the same tax authority.

Deferred tax relating to items accounted for directly under capital and reserves is itself accounted for under capital and reserves.

With regard to short term differences relating to investments in subsidiaries not having opted for the SIIC regime, consolidated by the equity method or proportionally consolidated, a deferred tax liability is accounted for unless:

◆ the Group is in a position to control the date on which the short term difference will be reversed, and;

◆ the short term difference does not reverse within the foreseeable future.

Deferred tax assets resulting from short term differences, tax deficits and tax credits which can be carried over are limited to the estimated value of the recoverable tax.

This is assessed at the close of the year according to the forecast taxable results of the entities concerned. The forecasts, validated by the management, are taken from plans over the medium-term to five years. Deferred tax assets and liabilities are not discounted.

Value added contribution of companies

The Group has chosen to account for the value-added contribution of companies in operating expenses.


CONSOLIDATED FINANCIAL STATEMENTS – MAIN TRANSACTIONS CONCERNING THE CONSOLIDATION SCOPE OCCURRING DURING THE 2012 FINANCIAL YEAR

2. Main transactions concerning the consolidation scope occurring during the 2012 } nancial year

2.1. 2012 FINANCIAL YEAR

Foreword

Silic

Following the signature of a non-binding protocol agreement on 13 December 2011 between the Caisse des Depots (CDC), Icade and Groupama, Icade and the CDC issued 22 December 2011 made Groupama a f irm offer which was accepted on 30 December 2011.

The combination between Icade and Silic is structured in three stages:

(i) First stage: contribution to a subsidiary of the CDC, HoldCo SIIC, (a) of the shareholding held by the CDC in Icade and (b) of a fraction of the shareholding held by Groupama in Silic.

On 30 December 2011, the CDC contributed 55.57% of its capital and voting rights in Icade to HoldCo SIIC. At the same time, Groupama offered 6.5% of its capital and voting rights in Silic to HoldCo SIIC.

Each contribution was made based on an exchange parity of f ive Icade shares for four Silic shares, 2011 dividend attached for each company. The valuation of HoldCo SIIC was determined by transparency on the basis of this parity.

On 6 February 2012, the CDC and Groupama signed a shareholders’ agreement governing their relationship within HoldCo SIIC.

This agreement relating to HoldCo SIIC is valid for a term of 20 years and includes the following stipulations:

◆ an agreement to not sell the shares in HoldCo SIIC owned by Groupama for 30 months from the date of signature of the shareholders’ agreement;

◆ a preferential r ight for CDC at the end of the period prohibiting the sale of the shares;

◆ a proportional joint opt-out right for Groupama in the event that the CDC wants to sell all or some of its shares in HoldCo SIIC to a third party other than an affiliate; and

◆ liquidity for Groupama.

A summary of the clauses in the shareholders’ agreement which fall within the scope of the provisions of Article L. 233-11 of the French Commercial Code was given to Icade and was the subject of a notice published by the AMF on 17 February 2012 under the number 212C0291.

(ii) Second stage: contribution by Groupama of the balance of its shareholding in Silic to HoldCo SIIC.

After permission was obtained from the Competition Authority on 13 February 2012, the CDC and Groupama, as shareholders of HoldCo SIIC, approved the contribution by Groupama of 37.44% of the capital and voting rights in Silic following a decision on 16 February 2012. The balance of Silic shares owned by Groupama was contributed according to the same parity as the f irst contributions, i.e. f ive Icade shares for four Silic shares, 2011 dividend attached for each of the companies.

As a result of the contributions described above, 75.07% of HoldCo SIIC’s capital is owned by the CDC and 24.93% is owned by Groupama. In addition, HoldCo SIIC holds (i) 55.57% of the capital and voting rights in Icade and (ii) in conjunction with the CDC and Icade, 43.94% of the undiluted capital and voting rights in Silic.

(iii) Third stage: f iling by Icade of a mandatory public offer for Silic

After HoldCo SIIC, acting in concert with the CDC and Icade, crossed the 30% threshold, Icade f iled a mandatory offer for Silic on 13 March 2012.

The offer included a public exchange offer for Silic shares as well as a public offer to purchase bonds redeemable in cash and/or new shares and/or existing shares (ORNANEs) issued by Silic.

The terms of the offer are as follows:

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

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

On 24 April 2012, the AMF declared the offer to be in compliance and appended stamp n°12-179 to Icade’s information notice and stamp n°12-180 to Silic’s response, which are available on the websites of Icade (www.icade.fr), Silic (www.silic.fr) and the AMF (www.amf-france.org).

The compliance decision and the notice of initiation of the offer were published by the AMF on 24 April 2012 under the number 212C0533 and on 26 April 2012 under the number 212C0547 respectively.

In proceedings on 3 May and 4 May 2012, SMA Vie BTP and the ADAM respectively brought an application to annul the AMF’s compliance decision before the Paris Court of Appeal.


CONSOLIDATED FINANCIAL STATEMENTS – MAIN TRANSACTIONS CONCERNING THE CONSOLIDATION SCOPE OCCURRING DURING THE 2012 FINANCIAL YEAR

In its comments f iled at the Paris Court of Appeal on 31 May 2012, the AMF agreed “in the interest of the market and as a precautionary measure, to extend the closing date of the public offer, originally set for 1 June 2012, so that the closing date shall be at least eight days after the decision of the court ruling on the annulment of the AMF’s decision”.

On 26 June 2012, the Paris Court of Appeal set 21 March 2013 as the date of the appeal hearing.

The Court of Appeal is likely to announce its ruling by the end of the 1st half of 2013.

In accordance with the AMF’s decision in relation to an extension on 15 May 2012, the offer shall remain open until further notice.

Property investment

Offer of shares in Icade Santé and acquisition of clinics

The offer of shares in Icade Santé, following the implementation of two capital increases in the 2012 f inancial year subscribed by institutional investors, has diluted Icade, which nevertheless retains control of its subsidiary.

Overall, the capital increases during the financial year stood at €405 million: €250 million were subscribed in the first half-year and €155 million in the second half of 2012. The capital increase fees, standing at €2.3 million, were booked as issue premium.

As of 31 December 2012, Icade held 62.79% of Icade Santé.

This increase in shareholders’ equity notably allowed financing acquisition of 11 health institutions during the second half-year of 2012, in the form of acquisition of companies (Sarl Immobilière La Pinède, the companies Le Rocher du Parc, Saint Lazare, Espace Santé du Petureau and Pôle Santé SUD-CMTR) or premises. On 31 December 2012, Sarl Immobilière La Pinède and Le Rocher du Parc were merged within Icade Santé.

The value of the premises for the clinics acquired during the financial year stood at €309.6 million, fees included.

Disposals in Germany

The disposals of the subsidiaries Arnulfstrasse MK8 GMBH, Ahrensdorf GMBH, Kochstrasse GMBH and Friesenstrasse 3 GMBH, during the second half of 2012, confirm the Group’s disengagement internationally.

Services

Disposal of Icade Résidences Services

Icade Résidences Services, a company specialised in managing student residences and wholly owned, was sold at the end of February for €24.2 million.

2.2. 2011 FINANCIAL YEAR

Main changes

There were no significant changes to scope during the financial year.

Property investment

A Sarl Breton office building was sold in July 2011.

Development

The equity interest in Sci Retail Park Nimes, held by Icade Promotion, relating to an off-plan project, was sold in November 2011.

Services

The sale of its Spanish subsidiaries, Fincas Anzizu in January 2011 and Resa in December 2011, confirm the Group’s disengagement from international business, in Services.


CONSOLIDATED FINANCIAL STATEMENTS – OPERATING SEGMENTS

3. Operating segments


31/12/2012

Property investment Development Services(2) Others

Intra-group inter-

business eliminations

Non-assignable Total

INCOOME SSTATEMENT

Consolidated turnover 399.7 1,070.7 62.8 6.4 (40.3) - 1,499.3

– Inter-business sales (Group) (2.7) (60.4) (1.1) (1.9) (40.7) - (106.8)

– Total sales, including inter-business lines (Group) 402.4 1,131.1 63.9 8.3 0.4 - 1,606.1

EBITTDAA 323.0 68.9 5.2 (5.5) ((7.1) - 3884.5

– Amortization and depreciation net of investment grants (173.3) (1.5) (0.8) (3.0) 1.8 - (176.8)

– Impairment of assets(1) (89.3) (26.4) (1.4) - - - (117.1)

– Reversal of impairment of assets 18.1 11.2 0.4 0.1 - - 29.8

– Profit from disposals 59.4 (0.3) - 20.5 1.2 - 80.8

Operating profit 137.9 51.9 3.4 12.1 (4.1) - 201.2

Share in equity-accounted companies - (0.7) - - - - (0.7)

– Cost of net debt - - - - - (107.4) (107.4)

– Other financial income and charges - - - - - 5.8 5.8

– Income tax - - - - - (37.2) (37.2)

Net profit - - - - - - 61.7

BALLANCEE SHEET

Acquisition of intangible and tangible assets and investment properties 359.7 2.7 0.9 1.3 0.1 - 364.7

Holdings in equity-accounted companies - - - - - - -

Segment assets 5,410.5 1,237.3 119.8 29.9 (94.3) - 6,703.2

Other non-segment assets (I) - - - - - 1,099.7 1,099.7

Total assets - - - - - - 7,802.9

Segment liabilities 165.6 882.7 96.0 28.1 (5.2) - 1,167.2

Other non-segment liabilities (II) - - - - - 3,672.0 3,672.0

Total liabilities except capital and reserves - - - - - - 4,839.2

CASSH FFLOOW

Tangible and intangible investments and investment properties (422.8) (0.5) (0.9) (1.4) - - (425.6)

Disposal of tangible and intangible assets and investment properties 225.9 0.2 - 0.7 - - 226.8

I. The other non-sector assets comprise current and non-current ( nancial assets and derivatives, current and non-current deferred tax assets, cash and cash

equivalents and assets held for sale.

II. The other non-sector liabilities comprise current and non-current ( nancial debts and derivatives, tax debts and other current and non-current ( nancial

liabilities.

(1) The losses of value on assets mainly concerned investment buildings including the EQHO tower, the PB5 tower (formerly named the SCOR tower) and

warehouses.

(2) As of 31 December 2012, the reduced contribution of services to the income statement (revenue and EBITDA) and of sector assets and liabilities, is mainly

related to the disposal of Icade Résidences Services, which occurred at the end of February 2012.

The income from the sale of Icade Résidences Services was recognised in the “others” sector.




31/12/2011

Property investment Development Services Others

Intra-group inter-

businessNon

assignable Total

INCOOME SSTATEMENT

Consolidated turnover 364.0 1,106.3 110.1 0.2 (88.6) - 1,492.0

– Inter-business sales (Group) (3.3) (43.2) (0.8) (1.0) (88.2) - (136.5)

– Total sales, including inter-business lines (Group) 367.3 1,149.5 110.9 1.2 (0.4) - 1,628.5

EBITTDAA 287.7 82.0 10.2 (3.5) (220.9) - 3555.5

– Amortization and depreciation net of investment grants (143.6) (1.2) (1.2) (3.9) 1.3 - (148.6)

– Impairment of assets(1) (38.8) (23.4) (0.6) (2.5) - - (65.3)

– Reversal of impairment of assets 18.8 11.3 0.4 2.5 - - 33.0

– Profit/(loss) from disposals(2) 51.7 8.3 0.5 0.3 2.8 - 63.7

Operating profit 175.8 77.1 9.3 (7.1) (16.8) - 238.3

Share in equity-accounted companies - 1.0 - - - - 1.0

– Cost of net debt - - - - - (102.5) (102.5)

– Other financial income and charges - - - - - 5.3 5.3

– Income tax - - - - - (44.1) (44.1)

Net profit - - - - - - 98.1

BALLANCEE SHEET

Acquisition of intangible and tangible assets and investment properties(3) 725.4 0.4 1.0 2.3 (16.5) - 712.6

Holdings in equity-accounted companies - 1.3 - - - - 1.3

Segment assets 5,493.4 1,151.5 124.3 17.6 (100.7) - 6,686.1

Other non-segment assets (I) - - - - - 593.7 593.7

Total assets - - - - - - 7,279.8

Segment liabilities 191.0 915.7 111.9 23.7 (20.0) - 1,222.3

Other non-segment liabilities (II) - - - - - 3,317.5 3,317.5

Total liabilities except capital and reserves - - - - - - 4,539.8

CASSH FFLOOW

Tangible and intangible investments and investment properties (721.5) (0.8) (1.0) (2.9) - - (726.2)

Disposal of tangible and intangible assets and investment properties 193.8 0.1 - (1.6) - - 192.3

I. The other non-sector assets comprise current and non-current ( nancial assets and derivatives, current and non-current deferred tax assets, cash and cash

equivalents and assets held for sale.

II. The other non-sector liabilities comprise current and non-current ( nancial debts and derivatives, tax debts and other current and non-current ( nancial

liabilities.

(1) Impairments on assets relate mainly to investment properties, including the SCOR building.

(2) The proceeds from the disposal of commercial property is mainly composed of disposals of homes and shops as well as the sale of SARL Breton.

(3) The increase in sector assets over 2011 mainly relates to property development and corresponds principally to the acquisitions of clinics and related works in

the amount of €460 million and to restructuring work on the EQHO tower in the amount of €103 million.



RECONCILIATION OF INDICATORS WITH THE INCOME STATEMENTS


SEGGMENTT ASSETS

Goodwill 77.2 79.7

Intangible assets 5.8 7.3

Tangible assets 121.5 129.4

Investment property 4,820.4 4,878.1

Equity-accounted securities - -

Stocks and work in progress 692.3 628.4

Trade accounts and notes receivable 584.2 516.5

Amounts owed by customers (building contracts and off-plan sales) 18.8 22.1


Total segment assets 6,703.2 6,686.1

Other non-segment assets 1,099.7 593.7

Total Assets 7,802.9 7,279.8

SEGGMENTT LIABILITIESS

Provisions (current and non-current) 59.3 64.9

Amounts owed to customers (Building contracts and off -plan sales) 8.1 1.1

Trade debtors and related accounts 550.2 498.8

Miscellaneous payables 549.6 657.5

Total segment liabilities 1,167.2 1,222.3

Other non-segment liabilities and capital and reserves 6,635.7 6,057.5

Total liabilities and capital and reserves 7,802.9 7,279.8

OPERATIONAL SECTORS BY GEOGRAPHICAL ZONE


France Europe

31/12/2012 31/12/2011 31/12/2012 31/12/2011

Non-current assets 4,867.5 5,076.9 179.8 52.3

Turnover 1,482.9 1,467.8 16.4 24.2


CONSOLIDATED FINANCIAL STATEMENTS – ELEMENTS OF EBITDA

4. Elements of EBITDA

4.1. REVENUE

Revenues by type are detailed as follows:


Rental income(1), including financial rent 396.8 361.8

Building contracts and off-plan sales 1,000.3 979.5

Provision of services 100.9 147.9

Sale of goods 1.3 2.8

Total revenues 1,499.3 1,492.0

(1) Rental income from property investment companies.

4.2. INFORMATION ON LEASES (FROM THE POINT OF VIEW OF LESSOR AND LESSEE)

4.2.1. Ordinary leases (lessor’s point of view)

Basis of determination of

Basis for determining conditional rent Housing Offices

Warehouses and business premises

HealthLessees’ revenue

Renewal or purchase option conditions

Tacit renewal or renewal offer with increase in rent

Renewal offer 6 months before expiry of 3 year term

Renewal offer 6 months before expiry of 3 year term

Proposal to renew before expiry for a minimum firm period of 9 years

Indexation clauses Rent reference index Cost of construction index and service-sector activities rent index

Cost of construction index and index on commercial premises upon request from the lessee

Cost of construction index (ICC), index on commercial rents (ILC) and composite index (ICC/ILC)

Term 6 years renewable by tacit agreement

Leases for 3/6/9/12 years maximum

Leases for 3/6/9/12 years maximum

Lease of 12 years firm triple net



4.2.2. Direct } nancing leases and ordinary leases (lessor’s point of view)


Direct financing leases running at closing date

Total gross initial investment in the lease A 582.7 582.7

Rents due B 112.0 90.3

Gross initial investment in the lease at less than one year 22.1 21.7

Gross initial investment in the lease at one to five years 94.1 92.8

Gross initial investment in the lease at more than five years 354.5 377.8

Grosss innveestment in thhe lease at ccloosinng date C = AA - B 4770.7 4992.4

Financial income acquired at closing date D 86.7 69.4

Accrued financial income not acquired at closing date E = C - I - D - F 181.1 198.7

Impact of non-discounting F (10.4) (6.6)

Non-guaranteed discounted residual values reverting to lessor G 12.8 12.8

Discounted value of minimum payments receivable at less than one year 16.8 16.6

Discounted value of minimum payments receivable at one to five years 59.5 59.0

Discounted value of minimum payments receivable at more than five years 124.2 126.9

Totaal discoounted valuee of minimum paayments receivaable H = C - D - E - FF - G 2000.5 2118.1

Net investment in the lease I 213.3 230.9

Non-guaranteed residual values reverting to lessor 43.9 43.9

Accrued correction to value of non-recoverable minimum payments under the lease - -

Conditional rent accounted for under income for the period - -




Direct financing leases signed but for which the investment was not made at the closing date

Total gross initial investment in the lease A - -

Rents due B - -

Gross initial investment in the lease at less than one year - -

Gross initial investment in the lease at one to five years - -

Gross initial investment in the lease at more than five years - -

Grosss innveestment in thhe lease at ccloosinng date C = AA - B - -

Financial income acquired at closing date D - -

Accrued financial income not acquired at closing date E = C - I - D - F - -

Impact of non-discounting F - -

Non-guaranteed discounted residual values reverting to lessor G - -

Discounted value of minimum payments receivable at less than one year - -

Discounted value of minimum payments receivable at one to five years - -

Discounted value of minimum payments receivable at more than five years - -

Totaal discoounted valuee of minimumm paayments receivaable H = C - D - E - FF - G - -

Net investment in the lease I - -

Non-guaranteed residual values reverting to lessor - -

Accrued correction to value of non-recoverable minimum payments under the lease - -

Conditional rent accounted for under income for the period - -


Ordinary and financial leases

Rental income from ordinary leases 379.6 344.3

Rental income from financial leases 17.2 17.5

Totaal reentaal income 3996.8 3661.8

of which conditional rent 0.6 7.2

– Rental charges not reinvoiced (9.9) (12.9)

– Other property charges(1) (33.2) (31.9)

Net renntall income 3553.7 3117.0

At less than one year 344.3 320.1

One to five years 1,032.3 918.0

More than five years 793.7 719.0

Minimum rents to be received under non-cancellable ordinary leases 2,171.0 1,957.1

(1) Other property charges correspond to charges incumbent on the owner and mainly consist of charges related to the upkeep, repair and maintenance of

properties, taxes and duty and charges related to property management.



4.2.3. Direct } nancing leases and ordinary leases (lessee’s point of view)


Direct financing leases, tangible assets and investment properties

At less than one year (21.4) (32.4)

One to five years (74.5) (56.0)

More than five years (71.7) (87.2)

Minimuum rents to be ppaid (167.6) (175.6)




Disccounnteed value of paayments unndeer ddirect financingg leases (1442.5) (144.6)


Straightforward rentals

Rental charges (10.0) (25.7)

Revenues from subletting 5.6 30.7




Minimuum rents to be ppaid under nnonn-ccancellable ordinary leasess (225.0) (121.7)

5. Pro} t/loss from disposals


Profit/(loss) from disposals of investment properties 26.7 32.3

of which block sales of buildings 18.8 21.0

of which sales of individual housing units 7.9 11.3

Profit/(loss) from disposals of other tangible and intangible assets (0.4) 0.6

Profit/(loss) from disposals of consolidated securities 17.3 16.6

Profit/loss from disposals of assets held for sale 37.2 14.2

Total profit/(loss) from disposals 80.8 63.7

The proceeds from the disposal of investment properties relate mainly to sales of offices, homes and shops.

The proceeds from the disposal of consolidated securities relate mainly to the sale of Icade Résidences Services and the Group’s disengagement from Germany.


CONSOLIDATED FINANCIAL STATEMENTS – FINANCIAL PROFIT/LOSS

6. Financial pro} t/loss


Interest charges on financial debts (47.9) (54.1)

Interest charges on derivative instruments (55.1) (47.4)

Recycling in profit/(loss) of interest rate hedging derivatives (6.5) (3.9)

Grosss ccost of indebteddness (1009.5) (1005.4)

Income from interest on cash and cash equivalents 1.5 1.3

Change in fair value by profit/(loss) of cash equivalent instruments 0.6 1.6

Income from cash and cash equivalents 2.1 2.9

Cost of f neet debt (1007.4) (1002.5)

Revenue from securities available for sale - -

Profit/(loss) from disposals of securities available for sale (0.5) 3.7

Recycling of the change in fair value of securities available for sale - -

Income from disposals of other financial assets at fair value through profit or loss 0.3 2.6

Income from other financial assets at fair value through profit or loss - 0.1

Change in fair value through profit or loss of other financial assets - -

Net income from shareholdings 0.8 0.4

Allocations and reversal of impairment of securities available for sale 0.4 -

Change in fair value of trading derivatives 0.0 -

Revenue from loans and receivables 8.8 5.5

Charges associated with loans and receivables (3.4) (5.8)

Profit/(loss) from disposals of loans and debts (0.3) (0.1)

Allocations to and reversals of impairments of loans and receivables (0.2) -

Other financial income 1.5 0.7

Other financial charges (1.6) (1.8)

Other financial income and charges 5.8 5.3

FINANCIAL PROFIT/LOSS (101.6) (97.2)


CONSOLIDATED FINANCIAL STATEMENTS – TAXES

7. Taxes

7.1. ANALYSIS OF THE LIABILITY


Current taxes (29.2) (48.5)

Exit tax (SIIC regime) (1.9) -

Deferred taxes (6.1) 4.4

Total tax charge recognized in the income statement (37.2) (44.1)

Taxes on items recognized in capital and reserves - -

(in millions of euros) 31/12/2012

Pre-tax earnings 98.9

Theoretical tax rate 34.43%

Theorettical tax chargee (34.1)

Imppact onn the theoretiical tax of:

Permanent differences (26.0)

Sector exempt from the SIIC regime 31.6

Variation in unrecognised tax assets (including deficits that can be carried over) (7.3)

Rate differentials (France and abroad) (0.8)

Tax borne by minority interests 0.1

Other impacts (including exit tax, provision for tax,…) (0.7)

Effeectivve ttax charge (37.2)

Effeectivve ttax rate 377.6%

The establishment of the exceptional contribution of 5% of the amount of corporate tax, due temporarily for f inancial years ending between 31 December 2011 and 31 December 2013, brings the tax rate under the common law to 36.1%.


CONSOLIDATED FINANCIAL STATEMENTS – TAXES

7.2. ORIGIN OF THE DEFERRED TAX


Deferred tax related to temporary differences

– Provisions for non-deductible assets 1.5 1.0

– Provisions for staff related commitments 4.2 4.5

– Provisions for non-deductible liabilities 5.7 6.3

– Leasing (10.5) (9.2)

– Others 0.7 2.1

Deferred tax assets related to loss carry forwards 3.6 7.0

Net deferred tax position 5.2 11.7

Net deferred tax assets 14.8 20.9

Net deferred tax liabilities (9.6) (9.2)

Net deferred tax position 5.2 11.7

At 31 December 2012, non-activated losses which could be carried over stood at €82.7 million, excluding the deficits of Compagnie la Lucette prior to its takeover, while awaiting approval from the tax administration.

8. Goodwill


31/12/2012

Gross value Impairments Net value

Property investment 5.3 (1.3) 4.0

Development 46.4 - 46.4

Services 24.1 (0.2) 23.9

Others 2.9 - 2.9

Goodwill 78.7 (1.5) 77.2


31/12/2011

Gross value Impairments Net value

Property investment 6.1 (0.2) 5.9

Development 46.6 - 46.6

Services 27.4 (0.2) 27.2

Goodwill 80.1 (0.4) 79.7

A surveyor carried out an impairment test on 31 December 2012 and on 31 December 2011.

The method used by the surveyor for measuring fair value is based on future discounted cash flows. The zero-risk rate used was the 5-month average of the 10-year OAT TEC. The risk premiums applied are specific to each business and take into account developments in their markets over the 2012 financial year.

The pre-tax discount rates accepted for determining the going-concern value varied from 8.35% to 13.06% during the 2012 financial year (8.66% to 12.94% during the 2011 financial year) depending on the assets tested.


CONSOLIDATED FINANCIAL STATEMENTS – GOODWILL

9. Intangible assets

Table of changes


Contracts and customer

relations acquired Others TOTAL

Gross value at 31 December 2011 43.2 25.5 68.7

Increases - 1.2 1.2

Capitalized production - - -

Decreases - (2.1) (2.1)

Impact of changes in consolidation scope - - -

Other movements - (0.3) (0.3)

Grosss vvaluue at 31 Deceember 20122 443.2 224.3 667.5

Depreciation and amortization at 31 December 2011 (42.2) (18.8) (61.0)

Increases (0.2) (1.8) (2.0)


Decreases - 2.1 2.1


Other movements - - -

Depprecciattion and amoortization att 331 DDecember 20122 (422.4) (18.4) (600.8)

Impairment at 31 December 2011 (0.2) (0.2) (0.4)

Increases - (0.5) (0.5)


Decreases - - -



Imppairmmeent at 31 Deceember 20122 (00.2) (00.7) (00.9)

Net value at 31 December 2011 - 6.5 7.3

Increases - 0.7 0.7


Decreases - - -

Allocations to depreciation and amortization (2.0) (1.8) (2.0)



Net value at 31 Decemmber 2012 0.6 5.2 5.8


CONSOLIDATED FINANCIAL STATEMENTS – INTANGIBLE ASSETS


Contracts and customer

relations acquired Others Total


Increases - 1.4 1.4


Decreases - (0.8) (0.8)

Impact of changes in consolidation scope 0.8 (0.7) 0.1




Increases - (2.8) (2.8)


Decreases - 0.8 0.8

Impact of changes in consolidation scope - 0.3 0.3




Increases - - -


Decreases - - -




Net value at 31 December 2010 - 9.1 9.1

Increases - 1.4 1.4


Decreases - - -

Allocations to depreciation and amortization - (2.8) (2.8)

Impact of changes in consolidation scope 0.8 (0.4) 0.4


Net value at 31 December 2011 0.8 6.5 7.3


CONSOLIDATED FINANCIAL STATEMENTS – TANGIBLE ASSETS AND INVESTMENT PROPERTIES AND SENSITIVITY OF NET BOOK VALUES

10. Tangible assets and investment properties and sensitivity of net book values

10.1. TABLE OF CHANGES

(in millions of euros) Land

Buildings and other tangible

assets

Tangible assets under construction

Total tangible assets

Investment property

of which fixed assets under

direct financing leases

Grosss vaaluee at 31 Decembber 2011 18.44 159.2 0.5 178.1 55,575.3 309.1Increases(1) - 1.2 0.6 1.8 382.5 69.8Capitalized production - - - - 11.5 -Decreases - (1.9) - (1.9) (168.4) (2.4)Impact of changes in consolidation scope - (0.1) - (0.1) 98.5 -Fixed assets reclassified to “assets held for sale” - - - - (248.9) -Other movements - 0.2 (0.3) (0.1) (0.2) (71.6)Grosss vvaluue at 31 DDeceemmber 2012 18.44 158.6 0.8 1777.8 5,,650.3 3004.9(1) Including €4.7 million in capitalized ( nancial costs.

Deprreciaatioon and amortizzation at 31 DDecemmbber 2011 - ((48.7) - (448.7) ((592.6) (337.2)Increases - (9.5) - (9.5) (165.2) (9.9)Decreases - 1.8 - 1.8 30.8 0.3Impact of changes in consolidation scope - - - - 8.9 -Fixed assets reclassified to “assets held for sale” - - - - 44.5 -Other movements - 0.1 - 0.1 - 15.1Deprreciaatioon and amortizzation at 31 DDecemmbber 2012 -- (56.3) - (56.3) (6673.6) (31.7)

Impaairmmennt at 31 Decembber 2011 - - - - ((104.6) ((2.9)Increases - - - - (68.6) -Decreases - - - - 12.3 0.3Impact of changes in consolidation scope - - - - - -Fixed assets reclassified to “assets held for sale” - - - - 4.6 -Other movements - - - - - 2.7Impaairmmennt at 31 Decembber 2012 - - - - (1156.3) 0.1

Net vvaluue aat 31 December 2011 18.44 110.5 0.5 129.4 44,878.1 269.0Increases(1) - (8.3) 0.6 (7.7) 148.7 59.9Capitalized production - - - - 11.5 -Decreases - (0.1) - (0.1) (125.3) (1.8)Impact of changes in consolidation scope - (0.1) - (0.1) 107.4 -Fixed assets reclassified to “assets held for sale” - - - - (199.8) -Other movements - 0.3 (0.3) 0.0 (0.2) (53.8)Net valuue aat 31 Decembber 2012 18.44 1102.3 0.8 1221.5 4,,820.4 2773.3(1) Including €4.7 million in capitalized ( nancial costs.



(in millions of euros) Land

Buildings and other

tangible assets

Tangible assets under construction

Total tangible assets

Investment property

of which fixed assets under direct

financing leases

Grosss vaaluee at 31 Decembber 2010 18.4 159.88 2.0 180.22 5,057.5 2264.3

Increases(1) - 1.3 3.5 4.8 655.0 60.8

Capitalized production - - - - 36.7 -

Decreases - (1.9) - (1.9) (65.2) -

Impact of changes in consolidation scope(2) - (1.3) - (1.3) (93.2) -

Fixed assets reclassified to “assets held for sale” - - - - (15.8) -

Other movements - 1.3 (5.0) (3.7) 0.3 (16.0)

Grosss vvaluue at 31 Deceember 2011 18.4 159.22 0.5 1178.11 5,575.3 3009.1(1) Including €7.7 million in borrowing costs included in the cost of assets during the ( nancial year.(2) Including sale of SARL Breton (€93.2 million).

Deprreciaatioon and amortization at 311 Deccemmber 2010 - (43.8) - (43.88) (480.5) (332.9)

Increases - (10.6) - (10.6) (137.4) (8.2)

Decreases - 1.7 - 1.7 19.1 -

Impact of changes in consolidation scope - 0.9 - 0.9 2.6 -

Fixed assets reclassified to “assets held for sale”(1) - - - - 3.6 -

Other movements - 3.1 - 3.1 - 3.9

Deppreciattion and amortization at 31 Deeceember 2011 - (48.7)) - ((48.77) (592.6) (337.2)(1) Including sale of SARL Breton (€2.6 million).

Impaairmmentt at 31 Decembber 2010 - (0.77) - (0.77) (81.3) (2.2)

Increases - - - - (33.9) (1.4)

Decreases - 0.7 - 0.7 10.6 -

Impact of changes in consolidation scope - - - - - 0.7

Fixed assets reclassified to “assets held for sale” - - - - - -

Other movements - - - - - -

Imppairmmeent at 31 Deceember 2011 - - - - (104.6) ((2.9)

Net vvalue att 31 Decemberr 2010 18.4 115.33 2.0 135.77 4,495.7 2229.2

Increases - (9.3) 3.5 (5.8) 483.7 51.2

Capitalized production - - - - 36.7 -

Decreases - 0.5 - 0.5 (35.5) -

Impact of changes in consolidation scope - (0.4) - (0.4) (90.6) 0.7

Fixed assets reclassified to “assets held for sale” - - - - (12.2) -

Other movements - 4.4 (5.0) (0.6) 0.3 (12.1)

Net valuue at 31 Decemmber 2011 18.4 110.55 0.5 1129.44 4,878.1 2669.0



SENSITIVITY OF NET BOOK VALUES OF INVESTMENT PROPERTIES TO POTENTIAL CHANGES IN FAIR VALUE

31/12/2012

Variations in the fair values of investment properties

Impact on the net book values(in millions of euros)

-5.0% -49.3

-2.5% -21.5

2.5% 20.7

5.0% 41.4

10.2. FAIR VALUE OF INVESTMENT PROPERTIES

At each closing, the investment proprieties of each property investment company are valued by independent property surveyors, who are members of the Association Française des Sociétés d’Expertises Immobilières.

In the case of the implementation of a strategy of full divestiture of a portfolio’s assets, the property surveyors may apply a discount expressing the portfolio effect and market conditions for large-scale transactions.

Pursuant to the Group’s methodology, buildings being sold, including those under promise of sale, are valued based on the contractual sale price.

10.2.1. O� ce blocks, business premises, shopping centres, business parks and healthcare establishments

Property Investment is mainly present in the offices and business parks segment in the Paris region and in the health institutions and shopping centres segment.

The investment properties of these businesses are valued using the revenue method (discounted future cash flow method and net rent capitalization method) cross-checked against the direct comparison method for the main assets. For single use properties in the healthcare sector, the quota share of average revenues or EBITDA realized in past years is taken into account in determining the rental value.

10.2.2. Buildings under development

Buildings under development cover various situations: land reserves that are not fully supplied with all mains services, building land or building rights, residual building land, properties under development and redevelopment. These properties are valued using the method based on a developer report and/or discounted cash f lows, supplemented where necessary by the comparison method.

The fair values given below are appraisal values excluding rights, excluding assets acquired at the end of the year and those held for sale whose fair values are defined in note 1.10.


Net book value

31/12/2012Fair value

31/12/2012

Net book value

31/12/2011Fair value

31/12/2011

Offices – France 2,137.0 2,426.1 2,135.0 2,370.4

Business 890.2 1,570.3 873.6 1,542.1

Diversification assets (Healthcare and Shopping centres) 1,808.2 2,166.0 1,674.4 1,951.2

Other surveyed assets 454.3 687.3 555.7 863.6

Total 5,289.7 6,849.7 5,238.7 6,727.3

of which investment properties(1) 4,820.4 6,304.8 4,878.1 6,260.8

of which tangible assets 114.5 188.4 121.0 195.4

of which assets held for sale 189.9 191.4 71.6 103.1

including financial receivables 165.0 165.0 168.0 168.0

(1): TThiss ittem includes investmentt pproperties undder ddireect financingg leases 273.3 320.1 2269.0 3554.4

The ratio of net f inancial debt to property asset value (Loan To Value) stands at 39.8% at 31 December 2012.


CONSOLIDATED FINANCIAL STATEMENTS – SECURITIES AVAILABLE FOR SALE

11. Securities available for sale


31/12/2012

Gross Impairments Net

Shares and other variable income securities 2.8 (0.3) 2.5

Totaal noon--current secuurities availaabble for sale 2.8 (0.33) 2.5

Other current securities available for sale 0.8 - 0.8

Totaal cuurreent securitiees available fforr saale 0.8 - 0.8

Total securities available for sale 3.6 (0.3) 3.3


31/12/2011


Shares and other variable income securities 3.0 (0.3) 2.7

Totaal noon--current secuurities availaabble for sale 3.0 (0.33) 2.7

Other current securities available for sale 0.1 - 0.1

Totaal cuurreent securitiees available fforr saale 0.1 - 0.1

Total securities available for sale 3.1 (0.3) 2.8

(in millions of euros) Net

Balaancee att 31 Decembber 2011 2.8

Acquisitions 0.3

Disposals (0.1)

Impact of changes in value of capital and reserves (0.5)

Net charges related to impairment in income statement -

Impact of changes in consolidation scope and capital 0.1

Others 0.7


(in millions of euros) Net


Acquisitions 0.6

Disposals (16.0)

Impact of changes in value of capital and reserves -


Impact of changes in consolidation scope and capital -

Others -



CONSOLIDATED FINANCIAL STATEMENTS – OTHER NON-CURRENT FINANCIAL ASSETS

12. Other non-current } nancial assets

(in millions of euros)� Notes

31/12/2012


Receivables associated with equity ownership andother related parties 0.9 (0.9) -

Receivables associated with equity ownership 0.2 - 0.2

Deposits and guarantees paid 4.4 - 4.4

Others 0.5 - 0.5

Totaal ottheer non-currennt financial aassetts at amortized cost 6.0 (0.9) 5.1

Derivatives 25 - - -

Total other non-current financial assets 6.0 (0.9) 5.1

(in millions of euros) Notes

31/12/2011


Receivables associated with equity ownership and other related parties 5.6 (0.8) 4.8

Loans 2.1 - 2.1

Deposits and guarantees paid 2.3 - 2.3

Others 0.6 - 0.6

Totaal ottheer non-currennt financial aassetts at amortized cost 10.6 (0.8) 9.8

Derivatives 25 - - -

Total other non-current financial assets 10.6 (0.8) 9.8

(in millions of euros)Non-current

financial assets

Balaancee att 31 December 2011 9.8

Acquisitions 2.5

Disposals (7.1)

Impact of changes in value of capital and reserves -


Impact of changes in scope of consolidation and capital -

Others (0.1)

Balance at 31 December 2012 5.1


CONSOLIDATED FINANCIAL STATEMENTS – OTHER NON-CURRENT FINANCIAL ASSETS

FINANCIAL ASSETS AT AMORTISED COST


Less than one year

(current)

One to five years

(non-current)

More than five years

(non-current)Total non-

current share

Receivables associated with equity ownership and other related parties 357.1 357.1 - - -

Loans 0.3 0.1 0.1 0.1 0.2

Deposits and guarantees paid 4.7 0.3 3.1 1.3 4.4

Associated current accounts 21.9 21.9 - - -

Others 0.5 - - 0.5 0.5

Total other financial assets measured at amortized cost - net 384.5 379.4 3.2 1.9 5.1


Less than one year

(current)

One to five years

(non-current)


(non-current)Total non-

current share

Receivables associated with equity ownership and other related parties 8.4 3.6 4.8 - 4.8

Loans 2.2 0.1 2.0 0.1 2.1

Deposits and guarantees paid 2.5 0.2 0.9 1.4 2.3

Associated current accounts 8.9 8.9 - - -

Others 0.6 - - 0.6 0.6

Total other financial assets measured at amortized cost - net 22.6 12.8 7.7 2.1 9.8

The receivables attached to investments and other related parties are mainly composed, as of 31 December 2012, of the financing granted by Icade to Silic for an amount of €350.0 million in principle.


CONSOLIDATED FINANCIAL STATEMENTS – STOCKS AND IN PROGRESS

13. Stocks and in progress

13.1. ANALYSIS OF INVENTORY


Land and property reserves 2777.4 1770.3

Work in progress 441.6 483.5

Finished but unsold plots 5.4 3.9

Others - 0.1

Grosss vvaluue 7224.4 6557.8

Impairments (32.1) (29.4)

Net valuue 6992.3 6228.4

13.2. IMPAIRMENTS


Opeeninng bbalance (229.4) (20.4)

Allocations in the financial year (15.2) (17.0)

Impact of changes in consolidation scope - -

Reversals in the financial year 6.2 8.0

Transfer to assets held for sale 6.3 -

Others - -

Clossingg baalance (332.1) (29.4)


CONSOLIDATED FINANCIAL STATEMENTS – TRADE RECEIVABLES

14. Trade receivables


31/12/2012


Trade accounts and notes receivable 323.2 (9.0) 314.2

Financial accounts receivable 270.0 - 270.0

Total trade receivables 593.2 (9.0) 584.2


31/12/2011


Trade accounts and notes receivable 254.2 (12.2) 242.0

Financial accounts receivable 274.5 - 274.5

Total trade receivables 528.77 (12.2) 5116.5

Depreciation of trade debtors has developed as follows:

(in millions of euros) Gross Impairments Net

Balaancee att 31 Decembber 2011 528.77 (12.2) 5116.5

Changes in the financial year 64.2 2.8 67.0

Impact of changes in consolidation scope 0.3 0.4 0.7


(in millions of euros) Gross Impairments Net


Changes in the financial year (12.1) 2.2 (9.9)

Impact of changes in consolidation scope (3.9) - (3.9)


As of 31 December, the analysis of the payment schedule of trade receivables and related accounts is as follows:

(in millions of euros) TotalReceivables

not due

Receivables due

< 30 days 30<X<60 days 60<X<90 days 90<X<120 days > 120 days

2012 314.2 248.2 30.5 16.8 2.5 2.2 14.0

2011 242.0 187.7 15.5 22.4 1.7 8.6 6.1


CONSOLIDATED FINANCIAL STATEMENTS – BUILDING CONTRACTS AND OFF-PLAN SALES

15. Building contracts and oZ -plan sales


The buyer has the option to define the major structural elements in the construction of a property before and during the construction phase

31/12/2012 31/12/2011

Commercial property

Intra-group inter-

business eliminations Total

Commercial property

Intra-group inter-


Aggregate receivables, including tax, according to the progress method 496.7 - 496.7 463.7 - 463.7

Work in progress 5.3 - 5.3 3.8 - 3.8

Termination loss - - - - - -

Collected calls for funds (491.3) - (491.3) (449.0) 2.5 (446.5)

Amoounnt oowed by custoomers 18.8 - 18.8 222.1 - 222.1

Amoounnt oowed to custoomers (8.1) - (8.1) (33.6) 2.5 ((1.1)

Total Income for the year 91.9 - 91.9 194.2 (56.4) 137.8

Concerning contracts ongoing at the date of closure and those completed during the period:

Total amount of costs incurred and profits recognized (less losses recognized) until 31 December 28.0 - 28.0 33.9 (4.4) 29.5

Amount of advances received relative to non-started contracts - - - 0.4 - 0.4

Reciprocal off-balance-sheet commitments(notarized instruments including tax - collected calls for funds) 106.7 - 106.7 119.0 - 119.0


Limited option for the buy to define the major structural elements in the construction of a property

31/12/2012 31/12/2011

Commercial property Housing

Intra-group inter-


Commercial property Housing

Intra-group inter-


Total Income for the year 244.6 649.7 (2.0) 892.3 95.6 710.2 - 805.8

Concerning contracts ongoing at the date of closure and those completed during the period:

Total amount of costs incurred and profits recognized (less losses recognized) until 31 December 37.1 - - 37.1 33.3 112.2 (19.9) 125.6

Amount of advances received relative to non-started contracts 3.1 56.4 - 59.5 87.7 - - 87.7

Reciprocal off-balance-sheet commitments (notarized instruments including tax - collected calls for funds) 363.1 574.9 - 938.0 402.5 610.1 (1.2) 1,011.4


CONSOLIDATED FINANCIAL STATEMENTS – MISCELLANEOUS RECEIVABLES

16. Miscellaneous receivables


31/12/2012 31/12/2011

Gross Impairments Net Net

Suppliers advances 28.2 - 28.2 7.6

Receivables from disposal of assets 5.8 - 5.8 15.5

Agency transactions(1) 179.7 - 179.7 217.4

Prepayments 3.1 - 3.1 3.0

Tax receivables 146.2 - 146.2 158.1

Social security receivables 0.3 - 0.3 0.4

Other receivables 49.5 (29.8) 19.7 22.6

Total miscellaneous receivables 412.8 (29.8) 383.0 424.6

(1) Detail on Agency transactions below.


Accounts receivable 0.9 3.9


Total agency transactions 179.7 217.4

17. Other current } nancial assets


31/12/2012



Loans 0.1 - 0.1

Deposits and guarantees paid 0.5 (0.2) 0.3

Associated current accounts 21.9 - 21.9

Others - - -

Totaal ottheer current financial assetts at amortized cost 12 3880.1 (0.7) 3779.4

Other UCITS at fair value through profit or loss 0.4 - 0.4

Derivatives 25 27.7 - 27.7

Totaal ottheer current financial assetts 4008.2 (0.7) 4007.5

The fair value of short term assets is equal to the net book value.


CONSOLIDATED FINANCIAL STATEMENTS – OTHER CURRENT FINANCIAL ASSETS


31/12/2011



Loans 0.1 - 0.1

Deposits and guarantees paid 0.3 (0.2) 0.1

Associated current accounts 8.9 - 8.9

Others - - -

Totaal ottheer current finaancial assetts at amortized cost 12 13.3 (0.5) 112.8

Other UCITS at fair value through profit or loss 0.2 - 0.2

Derivatives 25 25.3 - 25.3

Totaal ottheer current finaancial assetts 338.8 (0.5) 338.3

(in millions of euros)Current financial

assets


Acquisitions 349.9

Disposals -

Impact of changes in value of profit or loss -

Short term change in financial assets 19.9

Short-term change in interest accrued not due 0.1

Impact of changes in scope of consolidation and capital 0.2

Others (0.9)


18. Cash and cash equivalents


Money-market UCITS 296.6 258.7

Cash eqquiivalents 2996.6 2558.7

Cash assets 147.0 155.6

Cash annd cash equivallents 4443.6 4114.3


CONSOLIDATED FINANCIAL STATEMENTS – INVESTMENT PROPERTIES AND OTHER ASSETS HELD FOR SALE

19. Investment properties and other assets held for sale


Investment properties

held for saleOther assets held for sale

Total assets held for sale



Grosss vvaluue at 31 Deceember 2011 75.6 227.8 1003.4 -

Reclassification as “assets held for sale” 248.9 25.1 274.0 -

Impact of changes in consolidation scope - (27.7) (27.7) -

Decreases (72.3) (0.2) (72.5) -

Other movements - - - -


Deppreciattion and amortization at 311 DDecember 2011 (4.0) - (44.0) -

Reclassification as “assets held for sale” (44.5) - (44.5) -

Impact of changes in consolidation scope - - - -

Decreases 3.5 - 3.5 -



Imppairmmeent at 31 Deceember 2011 - - - -



Decreases - - - -

Other movements (12.7) - (12.7) -

Imppairmmeent at 31 Deceember 20122 (117.3) - (177.3) -

Net valuue at 31 Decemmber 2011 71.6 227.8 99.4 -


Impact of changes in consolidation scope - (27.7) (27.7) -

Decreases (68.8) (0.2) (69.0) -

Other movements (12.7) - (12.7) -


Investment properties intended for sale are mainly warehouses. The other assets and liabilities intended to be disposed of mainly concern the company Paris Nord Est (property development), following the buyback commitment notif ied by the Caisse des dépôts (note 34).


CONSOLIDATED FINANCIAL STATEMENTS – INVESTMENT PROPERTIES AND OTHER ASSETS HELD FOR SALE


Investment properties

held for saleOther assets held for sale

Total assets held for sale



Grosss vvaluue at 31 Deceember 2010 124.7 - 1224.7 -



Decreases (79.8) - (79.8) -

Other movements 14.9 - 14.9 -





Decreases 8.8 - 8.8 -




Reclassification as “assets held for sale” - - - -


Decreases - - - -



Net valuue at 31 Decemmber 2010 115.5 - 115.5 -



Decreases (71.0) - (71.0) -

Other movements 14.9 - 14.9 -



CONSOLIDATED FINANCIAL STATEMENTS – SHAREHOLDERS’ EQUITY

20. Shareholders’ equity

20.1. CAPITAL

31/12/2012 31/12/2011

Number of shares

Capital(in € million)

Number of shares

Capital(in € million)

Shares issued

Fully paid in 52,000,517 79.30 51,992,262 79.30

Total 52,000,517 79.30 51,992,262 79.30

The holding company HoldCo SIIC, 75.07% controlled by the Caisse des Dépôts, holds 55.57% of the equity capital of Icade.

20.2. CHANGES IN NUMBER OF SHARES IN CIRCULATION

Number of shares

Capital(in millions of euros)

Share ccappital at 31 Deccember 2010 551,8002,133 779.0

BRS redemption 2,471,328 3.8

Decrease in capital of self-held shares following the conversion of the BRS (2,469,845) (3.8)

Increases in capital related to the exercise of subscription options 188,636 0.3

Increases in capital related to the exercise of bonus shares 10 0.0


Increases in capital related to the exercise of stock subscription options 8,255 0.0


On 1 January 2011, Icade’s share capital was €78,961,282.79 divided into 51,802,133 shares.

As a result of the exercise of share subscription options and the ORA redemptions, Icade’s share capital increased by 190,129 shares during fiscal 2011.

As at 31 December 2011, Icade’s share capital stood at €79,251,083.22 divided into 51,992,262 shares.

As a result of the exercise of share subscription options, Icade’s share capital increased by 8,255 shares during fiscal 2012.

As at 31 December 2012, Icade’s share capital stood at €79,263,666.20 divided into 52,000,517 shares.


CONSOLIDATED FINANCIAL STATEMENTS – SHAREHOLDERS’ EQUITY

20.3. DIVIDENDS


Payment to shareholders of Icade SA

– dividends deducted from the fiscal profit exempt from tax (applying the SIIC treatment) 192.6 228.4

– dividends deducted from the profit taxable at the ordinary rate - 147.4

– interim dividends - (205.2)

Total 192.6 170.6

The dividends per share distributed for f inancial years 2012 and 2011 pursuant to the results of f inancial years 2011 and 2010 respectively stood at €3.72, including an exceptional dividend of €0.37, and at €7.30 per share.

The general meeting to approve Icade’s f inancial statements for 31 December 2012 will be convened on 12 April 2013.

20.4. CHANGE IN REVALUATION RESERVES



for saleFuture cash

flow hedging

Tax on changes in value Total

Balaancee att 31 December 2011 (0.6) ((163.4) - (164.0)

Change in fair value (0.5) (18.0) - (18.5)

Impact of changes in consolidation scope - 2.0 - 2.0

Transfer to profit/(loss) for the period 0.6 6.6 - 7.2




for saleFuture cash

flow hedging

Tax on changes in value Total


Change in fair value - (36.7) - (36.7)


Transfer to profit/(loss) for the period - 3.9 - 3.9



CONSOLIDATED FINANCIAL STATEMENTS – NON CONTROLLING INTERESTS

21. Non controlling interests


Net situuattion as of 31 DDecember 220111 1.7 0.8

Acquisitions of non controlling interests - -

Other movements (0.2) -

Impact of changes in consolidation scope on non controlling interests 308.9 (0.5)

Profit (loss) 9.0 5.1

Dividends (8.7) (3.7)

Change in non controlling interests - -

Net situuattion as of 31 DDecember 220112 3110.7 1.7

The variations in scope on non-controlling investments are mainly composed of subscriptions to increases in the capital of Icade Santé made by institutional investors during the 2012 financial year.

22. Provisions

(in millions of euros) 31/12/2011 Allocations Utilizations ReversalsVariations

in scope Reclassification 31/12/2012

Retirement benefits and similar obligations 18.7 3.4 (0.9) - 0.2 (0.3) 21.1

Losses on contracts 6.6 10.5 (1.0) (2.8) - (11.4) 1.9

Tax risks 0.1 0.2 (0.2) - 0.2 - 0.3

Contingencies – other 38.0 8.9 (10.1) (2.7) - - 34.1

Liabilities – other 1.5 0.7 - - (0.1) (0.2) 1.9

Total 64.9 23.7 (12.2) (5.5) 0.3 (11.9) 59.3

Non-current provisions 42.3 7.8 (7.3) - 0.2 (0.5) 42.5

Current provisions 22.6 15.9 (4.9) (5.5) 0.1 (11.4) 16.8

including: operating profit (23.2) 11.6 5.5 - -

financial profit/(loss) (0.5) 0.6 - - -

tax charge - - - - -


CONSOLIDATED FINANCIAL STATEMENTS – PROVISIONS

(in millions of euros) 31/12/2010 Allocations Utilizations ReversalsVariations

in scope Reclassification 31/12/2011

Retirement benefits and similar obligations 19.4 0.8 (0.7) - - (0.8) 18.7

Losses on contracts 2.5 5.4 (1.1) (0.2) - - 6.6

Tax risks - 0.2 - - - (0.1) 0.1

Contingencies – other 47.9 7.8 (11.6) (3.6) - (2.5) 38.0

Liabilities – other 1.0 0.3 (0.4) (0.3) - 0.9 1.5

Total 70.8 14.5 (13.8) (4.1) - (2.5) 64.9

Non-current provisions 7.1 4.9 (8.2) (0.8) - (0.7) 42.3

Current provisions 23.7 9.6 (5.6) (3.3) - (1.8) 22.6

including: operating profit (13.3) 13.8 4.1 - -

financial profit/(loss) (1.2) - - - -

tax charge - - - - -

Icade identifies several types of provisions. In addition to pension payments and similar commitments, which are subject to specific explanations (see note 29), provisions are made whenever the risks identif ied are the result of past events creating a current obligation and it is probable that this obligation will cause an exit of resources.

The identif ied risks are:

◆ losses on service contracts and on off-plan contracts (note that losses on property development contracts appear under “amounts owed by customers” and “amounts due to customers”);

◆ tax risks: the provisions cover the estimated tax risks for which reassessment notices were received on 31 December 2012.

We recall that the accounts of Icade SA were audited during the 2010 financial year.

In its proposed correction dated 8 December 2010, the tax authorities questioned the market values as of 31 December 2006, based on the property valuations that were used as the basis for calculating the exit tax (corporate tax at the rate of 16.50%) during the combination/absorption of Icade Patrimoine (Assets) with Icade as of 1 January 2007.

As a result, the exit tax bases were increased, generating additional tax of €204 million in principal. In another proposed correction dated 26 April 2012, the tax authorities informed Icade that it was considering changing the rate of taxation applicable to some of the revised amounts from 16.5% to 19%. The additional tax would then be €206 million. In consultation with its legal f irms, the Company continues to dispute this assessment.

Consequently, as was the case at 31 December 2011, no provision was recorded for this purpose at 31 December 2012.

As the process currently stands, the disagreement between the tax authorities and Icade on the value of these assets as at 31 December 2006 is subject to the opinion of the Commission Nationale des Impôts Directs et Taxes sur le Chiffre d’Affaires .

◆ the other provisions for risks, standing at €34.1 million, mainly concern property development and property investment for the respective amounts of €24.5 million and €8.3 million. They mainly cover mainly business risks, disputes with employees, and litigation.

In particular, these include provisions covering several significant lawsuits on property development for an overall amount of €8.2 million on 31 December 2012, against 8.1 million of provisions existing on 31 December 2011.


CONSOLIDATED FINANCIAL STATEMENTS – FINANCIAL DEBTS

23. Financial debts

23.1. NET FINANCIAL DEBT


Long and medium term financial debt (non-current) 2,878.4 2,575.2

Short term financial debt (current) 510.6 423.9

Grosss fiinaancial debt 3,3889.0 2,9999.1

Interest rate risk derivatives (assets and liabilities) 163.4 129.1

Grosss fiinaancial debt affter taking aacccouunt of derivativees 3,5552.4 3,1228.2

Securities available for sale and other non-current financial assets(excluding interest-rate risk derivatives and deposits paid) (3.2) (10.2)

Securities available for sale and other current financial assets(excluding interest-rate risk derivatives and deposits paid) (380.2) (12.8)

Cash and cash equivalents (443.6) (414.3)

Net finaanccial debt 2,7225.4 2,6990.9

23.2. FINANCIAL DEBTS BY TYPE


Loans with credit institutions 2,658.9 2,365.2

Direct financing leases 126.0 116.3

Other loans and similar debts 93.5 93.7

Debts associated with equity interests - -

Long annd medium termm financial ddeebtss 2,8778.4 2,5775.2

Loans with credit institutions 416.5 309.8

Direct financing leases 16.4 28.3

Other loans and similar debts 0.5 0.7

Debts associated with equity interests 11.1 13.4

Bank overdrafts 66.1 71.7

Shoort teermm financial deebts 5110.6 4223.9

Total gross financial debt 3,389.0 2,999.1

Net financial debt totalled €3,389.0 million as of 31 December 2012, up by €389.9 million in comparison with 31 December 2011. This change primarily reflects:

◆ subscriptions to new loans or credit drawdowns at €903 million, of which €795 million for Icade (notably the establishment of a medium-term loan of €625 million, including 350 million corresponding to the Silic loan), €61 million for Icade Finances and €28 million for Icade Santé;

◆ repayments of loans and redemption of debt for a total amount of €580 million, of which 353 million euros for Icade, €80 million for Icade Finances and €53 million for Icade Santé;

◆ the entry into scope of the debt from structures acquired by Icade Santé at a level of €99 million;

◆ and the reimbursement of 40 million of corporate debt consecutive to the disposal of the German subsidiaries.



23.3. FINANCIAL DEBTS BY MATURITY

(in millions of euros) 31/12/2012Less than

one year

Share at more than one year to three years

Share at more than

three years to five�years


Loans with credit institutions 3,075.4 416.5 1,573.1 722.1 363.7

Direct financing leases 142.4 16.4 31.4 29.7 64.9

Other loans and similar debts 94.0 0.5 0.1 16.9 76.5

Debts associated with equity interests 11.1 11.1 - - -

Bank overdrafts 66.1 66.1 - - -

Total financial debts 3,389.0 510.6 1,604.6 768.7 505.1


one year

Share at more than one year to three years

Share at more than

three years to five�years


Loans with credit institutions 2,675.0 309.8 1,394.9 391.8 578.5

Direct financing leases 144.6 28.3 24.9 21.7 69.7

Other loans and similar debts 94.4 0.7 - 8.6 85.1

Debts associated with equity interests 13.4 13.4 - - -

Bank overdrafts 71.7 71.7 - - -

Total financial debts 2,999.1 423.9 1,419.8 422.1 733.3

The average lifetime of the debt as of 31 December 2012 was 4.3 years (3.8 years before taking into account mortgage financing). On 31 December 2011, it stood at 3.8 years. The financing raised in 2012 therefore increased the average maturity of Icade’s debt.

The average term of variable rate debt works out at 3.1 years. That of the associated hedging stood at 2.9 years, the slightly lower duration partly explained by the fact that the medium-term loan of €625 million was only covered partially.

Financial covenants

Loans taken out by Icade are subject to covenants based on f inancial ratios (Loan To Value and interest charge hedging notions) which may lead to an early repayment obligation. As at 31 December 2012, these ratios have been complied with.



The other financing taken out by the Icade Group may, in some cases, contain early repayment clauses in the event that the Caisse des Dépôts’s holding were to fall below a threshold of 34% or 50%.

At 31 December 2012, the company HoldCo SIIC, which is 75.07% controlled by the Caisse des Dépôts, held 55.82% of the voting rights and 55.57% of the capital of Icade.

Covenants 31/12/2012

LTV (Loan To Value)(1) Maximum < 45% < 50% and <52% 39.8%

ICR (Interest Coverage Ratio) Minimum > 2 3.45

Control CDC(2) Minimum 50.1% 55.57%

Value of investment property assets(3) Minimum > €3 billion €6.8 billion

> €4 billion

> €5 billion

Surety on assets(4) Maximum < 20% of property assets 8.41%

(1) About 33% of the debt concerned by a covenant on LTV has a 52% limit, 62% of the debt has a 50% limit and the remaining 5% has a limit of 45%.

(2) About 84% of the debt concerned by a covenant on the CDC “change of control” clause has a limit of 34% and the remaining 16% has a limit of 50%-51%.

(3) About 56% of the debt concerned by a covenant on the value of property assets has a limit of €3 billion, 7% of the debt has a limit of €4 billion and the

remaining 37% has a limit of €5 billion.

(4) Maximum calculation under the loan agreements.

23.4. FINANCIAL DEBTS BY RATE TYPE

31/12/2012


Distribution by rate

Total Fixed Variable

Loans with credit institutions 3,075.4 253.8 2,821.6

Direct financing leases 142.4 32.6 109.8

Other loans and similar debts 94.0 94.0 -

Debts associated with equity interests 11.1 8.1 3.0

Bank overdrafts 66.1 - 66.1

Total financial debts 3,389.0 388.5 3,000.5

31/12/2011


Distribution by rate

Total Fixed Variable

Loans with credit institutions 2,675.0 234.4 2,440.6

Direct financing leases 144.6 15.8 128.8

Other loans and similar debts 94.4 94.2 0.2

Debts associated with equity interests 13.4 10.7 2.7

Bank overdrafts 71.7 - 71.7

Total financial debts 2,999.1 355.1 2,644.0



23.5. FAIR VALUE


Variable rate debt 3,113.6 2,687.6

Fixed rate debt 415.0 382.6

Total fair value 3,528.6 3,070.2

23.6. LOAN GUARANTEE UNDERTAKINGS GIVEN


31/12/2012 31/12/2011

Comprehensive total of guaranteed

liabilities

Comprehensive total of guaranteed

liabilities

Tangible assets

Mortgage financing and preferential mortgages 384.7 326.6

Financial assets

Pledged securities 48.8 52.5

Leasing 142.4 144.6

Outtstanndiings guarantteed excludingg peersonal suretiess 5575.9 5223.7

Sureties and guarantees: net amount 17.0 48.6

Comprehensive total of guaranteed liabilities 592.9 572.3


CONSOLIDATED FINANCIAL STATEMENTS – MISCELLANEOUS PAYABLES

24. Miscellaneous payables


Advance payments from customers 190.1 257.9

Debts on acquisition of assets - -

Shareholders – dividends payable 0.1 0.5

Bearers of ORA - remuneration of the shareholders’ equity component to be paid - -

Agency transactions(1) 179.7 217.4

Deferred income 30.2 26.2

Guarantee deposits received - -

Social security payables 47.2 51.4

Tax payables excluding profit tax 75.2 68.5

Other debts 24.6 32.2

Employee profit sharing 2.5 3.4

Total current miscellaneous payables 549.6 657.5

Total miscellaneous payables 549.6 657.5

(1) The details of the Agency transactions are presented in the table below:


Payables 178.8 215.0


Total agency transactions 179.7 217.4


CONSOLIDATED FINANCIAL STATEMENTS – OTHER FINANCIAL LIABILITIES AND DERIVATIVES

25. Other } nancial liabilities and derivatives

25.1. PRESENTATION OF OTHER FINANCIAL LIABILITIES (EXCLUDING DERIVATIVES)


Deposits and sureties received 43.3 39.6

Others - -

Other nnonn-current finaancial liabilitiees 443.3 339.6

Deposits and sureties received 3.4 4.7

Others 0.1 0.6

Other ccurrent financiaal liabilities 3.5 5.3

25.2. DERIVATIVE INSTRUMENTS: PRESENTATION ON THE BALANCE SHEET

(in millions of euros) Score 31/12/2012 31/12/2011

Assets: non-current 12 - -

current 17 27.7 25.3

Liabilities: non-current (176.5) (148.6)

current (14.6) (6.1)

Totaal deerivvatives - Ratee risk (163.4) (129.4)

Assets: current - -

Totaal deerivvatives - Pricce risk - -

Total derivatives (163.4) (129.4)

25.3. DERIVATIVE INSTRUMENTS: ANALYSIS OF NOTIONAL AMOUNTS BY MATURITY


31/12/2012

Notional contract value

Average rate TotalLess than one

yearOne to five

yearsMore than five years

Rates swaps – fixed payer 3.64% 2,108.3 309.1 1,487.6 311.6

Rates options 4.13% 236.0 124.2 111.8 -

Total derivatives - Rate risk 2,344.3 433.3 1,599.4 311.6




31/12/2011

Notional contract value

Average rate TotalLess than one

yearOne to five


Rates swaps – fixed payer 3.91% 1,676.2 50.3 1,204.5 421.4

Rates options 3.24% 544.0 316.9 227.1 -

Total derivatives - Rate risk 2,220.2 367.2 1,431.6 421.4

25.4. DERIVATIVE INSTRUMENTS: CHANGES IN FAIR VALUE


Fair value 31/12/2011

(1)

Additions to the

consolidation scope

(2)

Fair value change

through profit or

loss(3)

Impact of downgrade and

disposals(4)

Fair value change

through equity

(5)Fair value 31/12/2012

(6)�= (1)+(2)+(3)+(4)+(5)

Rates swaps – fixed payer (151.8) (12.5) (5.7) - (18.6) (188.6)

– Variations in accrued interest not due for cash flow hedging instruments (5.2)

– Ineffective portion (0.5)

Total future cash flow hedging instruments (151.8) (12.5) (5.7) - (18.6) (188.6)

Rates swaps – fixed payer (2.9) (0.2) - 0.6 - (2.5)

Rates options - - 0.0 - - 0.0

Totaal insstruuments not eliigible for hedgee accoounttingg (2.9) (0.2) 0.0 0.6 - ((2.5)

Total instruments - rate risk - excluding margin calls (154.7) (12.7) (5.7) 0.6 (18.6) (191.1)

Derivative instruments: margin calls 25.3 - 2.4 - - 27.7

Totaal insstruuments - rate rrisk (129.4) (12.7) (3.3) 0.6 (18.6) (1663.4)




Fair value 31/12/2010

(1)

Fair value change

through profit or loss

(2)

Impact of downgrade and

disposals(3)

Fair value change

through equity(4)

Fair value 31/12/2011(5)�= (1)+(2)+(3)+(4)

Rates swaps – fixed payer (140.7) 1.6 24.0 (36.7) (151.8)

– Variations in accrued interest not due for cash flow hedging instruments 1.7 -

– Ineffective portion (0.1) -

Total future cash flow hedging instruments (140.7) 1.6 24.0 (36.7) (151.8)

Rates swaps – fixed payer - 0.1 (3.0) - (2.9)

Rates options 16.3 (1.8) (14.5) - -

Totaal insstruuments not eliigible for hedgee accoounttingg 16.33 (1.7) (17.55) - ((2.9)

Total instruments - rate risk - excluding margin calls (124.4) (0.1) 6.5 (36.7) (154.7)

Derivative instruments: margin calls 22.6 2.7 - - 25.3

Totaal insstruuments - rate rrisk (101.88) 2.6 6.5 (36.7) (1229.4)

26. Financial risk management

The monitoring and management of financial risks are centralised within the Treasury and Debts Division of the Finance Department.

The latter reports on a monthly basis to Icade’s Risk, Rates, Treasury and Finance Committee on all matters related to finance, investment and rate risk management policies.

26.1. LIQUIDITY RISK

The Group has short-term back-up lines to the value of nearly €895 million, fully available for drawing.

During this year, Icade has continued to access liquidity under good conditions and has substantial margin to manoeuvre in terms of the mobilization of funds.


CONSOLIDATED FINANCIAL STATEMENTS – FINANCIAL RISK MANAGEMENT

The residual contractual maturities of f inancial liabilities (excluding building contracts and off-plan sales shown in note 15) can be analysed as follows:


31/12/2012

Due immediately

Less than one year

Share at more than

one year to three years

Share at more

than three years to

five�yearsMore than five years Total

Loan interest - 49.9 94.6 64.0 108.7 317.2

Bonded loans repayable in shares - - - - - -

Loans with credit institutions - 408.8 1,574.6 720.6 363.7 3,067.7

Direct financing leases - 16.5 29.8 31.3 64.9 142.5

Other loans and similar debts - 0.1 - 17.0 76.5 93.6

Debts associated with equity interests - 9.3 - - - 9.3

Bank overdrafts - 66.0 - - - 66.0

Accounts payable and tax debts - 556.8 3.4 - - 560.2

Financial derivatives - 66.3 86.3 - 18.7 220.7

Total - 1,173.7 1,788.7 882.3 632.5 4,477.2


31/12/2011

Due immediately

Less than one year

Share at more than

one year to three years

Share at more

than three years to

five�yearsMore than five years Total

Loan interest - 68.3 108.9 58.5 125.0 360.7

Bonded loans repayable in shares - - - - - -

Loans with credit institutions - 295.1 1,394.9 391.8 578.5 2,660.3

Direct financing leases - 28.4 24.9 21.7 69.7 144.7

Other loans and similar debts - 0.1 - 8.6 85.1 93.8

Debts associated with equity interests - 11.0 - - - 11.0

Bank overdrafts - 71.6 - - - 71.6

Accounts payable and tax debts - 518.9 - - - 518.9

Financial derivatives - 39.2 71.7 32.8 17.0 160.7

Total - 1,032.6 1,600.4 513.4 875.3 4,021.7

The maturities related to interest on loans and derivative instruments are determined based on the latest known spot rates.



26.2. INTEREST-RATE RISK

Changes in financial markets can entail a variation in interest rates, which may be reflected in an increase in the cost of refinancing. To finance its investments, Icade focuses on the use of floating-rate debt, which is then hedged, thus conserving its ability to prepay loans without penalties. This represents, before hedging, nearly 87.3% of its debt as at 31 December 2012 (excluding debts associated with equity interests and bank overdrafts).

During the f inancial year 2012, Icade continued its policy of carefully managing its debt by maintaining limited exposure to interest rate risks by:

◆ establishing appropriate hedging contracts (vanilla swaps), and;

◆ changing rate benchmarks on revolving debts, hedged by base swaps.

Therefore, three base swaps, for a total of €150 million were concluded to support a change in the maturity of drawdowns, which were already previously hedged.

A swap over 12 years of €12 million was also established on a property financial-leasing contract and €150 million of fixed-rate swaps were contracted for a period of seven years to support part of a medium-term loan raised in July 2012. They were concluded for a longer period than the hedged debt in order to secure future cash flows.

The average term of variable rate debt works out at 3.1 years. That of the associated hedges, of a slightly lower duration, was 2.9 years; this is partly explained by the fact that the medium-term loan of €625 million was only covered partially.

In total, the main amount of the debt (91.3%) is protected against a rise in interest rates (fixed rate debt or floating rate debt hedged by vanilla instruments such as swaps or caps). Short-term drawdowns over the financial year 2012 have not been hedged as the markets were anticipating a drop in the Euribor rate.

These rate risk hedging instruments are taken out with top-tier f inancial establishments so as to limit the counterparty risk and therefore any possible counterparty default.

Finally, the Group prefers to describe its hedging instruments as “cash flow hedging” according to IFRS so as to minimize the impact of variations in fair value in the income statement.

Given the profile of the year and the evolution of interest rates, the variations in the fair value of hedging instruments had a negative impact on shareholders’ equity of €18.6 million.

After taking derivatives into account,

◆ an instantaneous 0.5% increase in short-term interest rates applied to the financial liabilities would have a maximum positive impact of €32.8 million on capital and reserves and a positive impact of €0.6 million on the income statement;

◆ an instantaneous 0.5% decrease in short-term interest rates applied to the financial liabilities would have a maximum negative impact of €33.8 million on capital and reserves and a negative impact of €0.6 million on the income statement.

26.3. EXCHANGE RISK

As the Group does not conduct any transactions in foreign currencies, it is not open to any exchange risk.

26.4. CREDIT RISK

The Group has introduced procedures to satisfy itself as to the credit quality of customers and third parties before dealing with them. In the property investment business, a customer solvency analysis is carried out and in the property development business a check is made on the financing of insurance and the guarantee. These procedures are subject to regular monitoring.

Impairment of accounts receivable is estimated after analysing unpaid balances. Customer dossiers are analysed on an individual basis or on a collective basis in respect of small amounts receivable where there are statistical bases. Debts due for more than three months are usually depreciated, except in special cases.

The Group’s maximum exposure to credit risk corresponds to the book value of accounts receivable less deposits received from customers, i.e., €267.5 million on 31 December 2012, versus €197.7 million on 31 December 2011.

The Group is not exposed to a credit concentration risk owing to the diversity of its business activities and customers.

26.5. CAPITAL MANAGEMENT

The Group manages changes in its capital and makes the necessary adjustments in order to take into account changes in the economic environment. The capital is adjusted by taking into account the dividend payment policy which complies with the payment obligations related to the SIIC regime or by issuing new securities.

Furthermore, the Group monitors the following elements:

◆ Financial structure ratio

During 2012, Icade continued to finance its development by debt; bearing in mind changes to survey values, the LTV reached 39.8% as at 31 December 2012 versus 40.0% as at 31 December 2011.



This ratio nevertheless remains well below the levels to be met under the financial covenants stipulated in the banking documents (50% and 52% in the majority of cases where this ratio is mentioned as a covenant).

Furthermore, this f igure reflects a prudent position since it includes all Icade’s debts (debts related to property development activities, services, etc.) without taking the value of those assets or those companies as counterparty.

After taking into account the value of the Development and Service companies and the value of the PPP assets, the adjusted LTV ratio was 36.9% as at 31 December 2012.

◆ Interest hedging ratio

The ratio of coverage of interest by operating prof it (excluding depreciation) stands at 3.45 for 2012 versus 3.77 in 2011.

27. Fair value of } nancial assets and liabilities


31/12/2012

Book valueFair

value

Assets available

for saleLoans and

receivables

Assets at fair value through

profit or loss Total Total

Financial assets

Current and non-current securities available for sale 11 3.3 - - 3.3 3.3

Other current and non-current financial assets and derivative instruments 12, 17, 25 - 384.6 28.1 412.7 412.7

Accounts Receivable 14 - 584.2 - 584.2 584.2

Other operating receivables(1) 16 - 50.2 - 50.2 50.2

Cash and cash equivalents 18 - - 443.6 443.6 443.6

Total financial assets 3.3 1,019.0 471.7 1,494.0 1,494.0

(1) Excluding agency transactions, deferred charges and social security and tax receivables.


31/12/2012

Book valueFair

value

Liabilities at amortized

cost

Liabilities at fair value by

shareholders’ equity

Liabilities at fair value through

profit or loss and held for trading Total Total

Financial liabilities

Current and non-current financial debt 23 3,389.0 - - 3,389.0 3,528.6

Other current and non-current financial liabilities and derivatives 25 46.8 177.4 13.7 237.9 237.9

Trade payables 550.2 - - 550.2 550.2

Other operating debts(1) 24 205.5 - - 205.5 205.5

Total financial liabilities 4,191.5 177.4 13.7 4,382.6 4,522.2

(1) Excluding agency transactions, deferred income and social security and tax debts.


CONSOLIDATED FINANCIAL STATEMENTS – FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES


31/12/2011

Book valueFair

value

Assets available

for saleLoans and

receivables

Assets at fair value through

profit or loss Total Total

Financial assets

Current and non-current securities available for sale 11 2.8 - - 2.8 2.8

Other current and non-current financial assets and derivative instruments 12, 17, 25 - 22.6 25.5 48.1 48.1

Accounts Receivable 14 - 516.5 - 516.5 516.5

Other operating receivables(1) 16 - 39.0 - 39.0 39.0

Cash and cash equivalents 18 - - 414.3 414.3 414.3

Total financial assets 2.8 578.1 439.8 1,020.7 1,020.7

(1) Excluding agency transactions, deferred charges and social security and tax receivables.


31/12/2011

Book valueFair

value

Liabilities at amortized

cost

Liabilities at fair value by

shareholders’ equity

Liabilities at fair value through

profit or loss and held for trading Total Total

Financial liabilities

Current and non-current financial debt 23 2,999.1 - - 2,999.1 3,070.2

Other current and non-current financial liabilities and derivatives 25 44.9 145.8 8.9 199.6 199.6

Trade payables 498.9 - - 498.9 498.8

Other operating debts(1) 24 283.2 - - 283.2 283.2

Total financial liabilities 3,826.1 145.8 8.9 3,980.8 4,051.8

(1) Excluding agency transactions, deferred income and social security and tax debts.

Prioritization of the fair value of } nancial instruments

The table below presents the prioritization of fair value of these financial instruments according to the three following levels:

1) level 1: the fair value of the financial instrument corresponds to prices (not adjusted) quoted in active markets for similar assets or liabilities;

2) level 2: the fair value of the financial instrument is established on the basis of data observed either directly (i.e., prices), or indirectly (i.e., data derived from prices);

3) level 3: the fair value of the financial instrument is determined using market data not observed directly.


CONSOLIDATED FINANCIAL STATEMENTS – FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

(in millions of euros) Score

31/12/2012

Level 1: quotation

on an active market

Level 2:valuation

technique using

observable data

Level 3: valuation

technique using non-

observable data

Book value on 31/12/2012

(fair value)

Assets

Financial assets held for trading 17 - - - -

Financial assets designated at fair value through profit or loss - - - -

Derivatives (assets) 12, 17, 25 - 27.7 - 27.7

Assets available for sale 11 - - 2.5 2.5

Cash equivalents 18 296.6 - - 296.6

Liabilities

Financial liabilities held for trading - - - -

Liabilities designated at fair value - - - -

Financial liabilities designated at fair value through profit or loss

- - - -

Derivatives (liabilities) 25 - 191.1 - 191.1

(in millions of euros) Score

31/12/2011

Level 1: quotation

on an active market

Level 2:valuation

technique using

observable data

Level 3: valuation

technique using non-

observable data

Book value on 31/12/2011

(fair value)

Assets

Financial assets held for trading 17 - - - -

Financial assets designated at fair value through profit or loss - - - -

Derivatives (assets) 12, 17, 25 - 25.3 - 25.3

Assets available for sale 11 - - 2.7 2.7

Cash equivalents 18 258.7 - - 258.7

Liabilities

Financial liabilities held for trading - - - -

Liabilities designated at fair value - - - -

Financial liabilities designated at fair value through profit or loss

- - - -

Derivatives (liabilities) 25 - 154.7 - 154.7

Financial instruments whose fair value is determined using a valuation technique based on non-observable data correspond to non-consolidated unlisted securities.


CONSOLIDATED FINANCIAL STATEMENTS – EARNINGS PER SHARE

28. Earnings per share

Notes 31/12/2012 31/12/2011

Net profit for calculating earnings per share (in millions of euros)

Net income Group share 52.7 93.0

Impact of diluting instruments: - -

Diluted net income Group share 52.7 93.0

Net income Group share in discontinued operations - -

Impact of diluting instruments - -

Diluted net income Group share in discontinued operations - -

Net income Group share in continuing operations 52.7 93.0

Impact of diluting instruments - -

Diluted net income Group share in continuing operations 52.7 93.0

Number of shares used for calculating earnings per share

Average number of shares outstanding (1) 51,727,115 51,655,339

Shares to be provided to redeem BRS - -

Average number of shares used for the calculation 51,727,115 51,655,339

Impact of diluting instruments (stock subscription options and bonus shares) 67,971 40,296

Average diluted number of shares in circulation 51,795,086 51,695,635

Earnings per share (in euros)

Net income Group share per share 1.02 1.80

Diluted net income Group share per share 1.02 1.80

Net income Group share in discontinued operations per share - -

Diluted net income Group share in discontinued operations per share - -

Net income Group share in continuing operations per share 1.02 1.80

Diluted net income Group share in continuing operations per share 1.02 1.80

Note (1)Number of shares at the opening of the financial year 51,992,262 51,802,133

Increase in the average number of shares associated with redemption of BRS - 735

Increase in the average number of shares associated with the exercise of share subscription options 7,317 143,429

Average number of own shares outstanding 272,464 290,958

Average number of shares used for the calculation 51,727,115 51,655,339


CONSOLIDATED FINANCIAL STATEMENTS – COMMITMENTS TO PERSONNEL

29. Commitments to personnel

29.1. VARIATION IN COST OF SERVICES RENDERED AND FAIR VALUE OF HEDGING


31/12/2012 31/12/2011

Commitment hedged

Commitment not hedged Total

Commitment hedged


Opeeningg acctuarial debt (1) 13.0 - 133.0 13.0 - 113.0

Impact oof cchanges in plaan – costs of beeneffitss to be amortizzed 0.4 - 00.4 - - -

Impact oof cchanges in consolidation and otheer mmovements (2) (00.2) - (00.2) (0.5) - ((0.5)

Cost of services rendered during the year (a) 1.2 - 1.2 1.0 - 1.0

Financial cost for the year (a) 0.6 - 0.6 0.3 - 0.3

Past service costs recognized (a) 0.7 - 0.7 0.6 - 0.6

Costs for the period ±(a) 2.5 - 2.5 1.9 - 1.9

Benefits paid out (3) (1.2) - (1.2) (1.9) - (1.9)

Actuarial (gains) losses for the year (4) (0.4) - (0.4) 1.1 - 1.1

Past service costs recognized (5) (0.7) - (0.7) (0.6) - (0.6)

Clossingg acctuarial liability(A)=(1)+(2)+

±±(a)+ (3)+(4)+(5) 133.4 - 133.4 13.0 - 113.0

Value of hedging assets - - - - - -

Opening fair value of hedging assets (6) - - - - - -

Impact of changes in consolidation and other movements (7) - - - - - -

Impact of capping hedging assets recognized - - - - - -

Amount of charges to be repaid recorded separately under assets - - - - - -

Return on assets (b) - - - - - -

Contributions (b) - - - - - -

Benefits provided (b) - - - - - -

Actuarial gains (losses) for the year (b) - - - - - -

Closing fair value of hedging assets (B)=(6)+(7)+ ±(b) - - - - - -



29.2. AMOUNTS RECOGNIZED ON THE BALANCE SHEET AND INCOME STATEMENT


31/12/2012 31/12/2011

Commitment hedged


Commitment hedged


Closing actuarial liability 13.4 - 13.4 13.0 - 13.0

Fair value of hedging assets - - - - - -

Net actuarial debt at closing 13.4 - 13.4 13.0 - 13.0

Cost of benefits provided not recognized still to be spread 3.5 - 3.5 4.6 - 4.6

Liabbilitiiess recognized iin the balanncee shheet 16.9 - 16.9 117.6 - 117.6

Cost of services rendered during the year 1.2 - 1.2 1.0 - 1.0

Financial cost for the year 0.6 - 0.6 0.3 - 0.3

Return on assets - - - 0.1 - 0.1

Actuarial (gains) losses for the year (0.4) - (0.4) 1.1 - 1.1

Past service costs recognized (0.7) - (0.7) (0.6) - (0.6)

Impact of reduction or liquidation of plan - - - - - -

Incoomee annd expenses recognized inn thhe incoomee sttatement 0.7 - 0.7 1.9 - 1.9

29.3. VARIATION IN NET LIABILITIES RECOGNIZED ON THE BALANCE SHEET


31/12/2012� 31/12/2011�

Commitment hedged


Commitment hedged


Net liabilities at opening 17.6 - 17.6 18.1 - 18.1

Impact of changes in consolidation and other movements (0.2) - (0.2) (0.5) - (0.5)

Income and expenses recognized in the income statement 0.7 - 0.7 1.9 - 1.9

Benefits paid out (1.2) - (1.2) (1.9) - (1.9)

Contributions paid - - - - - -

Net liabbilitties at closinng 16.9 - 16.9 17.6 - 117.6

Commitments to personnel were valued on 31 December 2012 according to the terms and conditions of the Single Group Agreement signed on 17 December 2012.

The impact of this new agreement on the evaluation of retirement benefits was (0.4) million euros and, as it was a modification of a regime, it corresponds to the cost of past services not recognised over the financial year and remaining to be paid.

In total, the cost of services rendered that are not recognised and remain to be spread, related to the various changes of regime, stood at €3.5 million on 31 December 2012, against €4.6 million on 31 December 2011.

Under the application of the revised IAS 19 standard, the cost of services rendered but not yet recognised will affect the net situation on opening the financial years on 1 January 2012 and 1 January 2013 (see note 39).



The following actuarial assumptions were used:

◆ discount rate: 2.80% at 31 December 2012 and 3.05% at 31 December 2011;

The discount rate chosen from closure on 31 December 2012 is now defined in relation to the reference iBoxx € Corporates AA 10+. This reference is, to our knowledge, the most explicit representation of the yield of top-ranking corporate bonds as of 31 December 2012.

◆ male/female mortality tables: TH 2008 - 2010 and TF 2008 - 2010 to 31/12/2012;

◆ inflation rate: 2%;

◆ retirement age from 2008: 62 for employed categories and employees, technicians and supervisors and 64 for managers.

Wage increases and staff turnover rates are defined by business, occupational category and age range. Social security and tax rates on salaries are defined by job and occupational category. Pension payments are valued according to the probable determination method.

Moreover, the Group recognizes long-term commitments in the form of long-service bonuses and jubilee payments.


Long-service bonuses and jubilee payments 4.2 1.1

Long-term benefits 4.2 1.1

The impact of the single agreement on the valuation of long-service bonuses is booked to earnings in the same way as the impact of the change of reference rates at the “iBoxx € Corporates AA 7-10” rates.

Finally, in the light of current decisions taken by management, end-of-employment-related benefits affecting the Group’s employees (excluding affiliated parties, see note 33) are not covered by any provision.


Compensation for termination of employment contract, if any 1.5 1.3

Total not recognized 1.5 1.3


CONSOLIDATED FINANCIAL STATEMENTS – HEADCOUNT

30. Headcount

Managerial personnelAverage workforce

Non-managerial personnelAverage workforce

Total HeadcountAverage workforce

31/12/2012 31/12/2011 31/12/2012 31/12/2011 31/12/2012 31/12/2011

Property investment 75 81 43 72 118 153

Development 581 597 349 361 930 958

Services 243 281 182 276 425 557

Others 166 159 39 32 205 191

Total workforce 1,065 1,118 613 741 1,678 1,859

31. Stock option subscription and bonus share plans

As part of the delegation received by the Combined Ordinary and Extraordinary General Meeting of 15 April 2009, the Board of Directors on 16 February 2012 decided the terms of a new stock option plan intended for executives as well a bonus share plan for all Group employees, whose characteristics are presented below.

31.1. STOCK OPTION SUBSCRIPTION PLANS

The following stock option subscription plans were current at 31 December 2012:

Description of the 2006, 2007, 2008 and 2011 share option plans

The characteristics of the stock subscription plans current at 31 7December 2012 and share price movements during f iscal 2012 are presented in the following table:


CONSOLIDATED FINANCIAL STATEMENTS – STOCK OPTION SUBSCRIPTION AND BONUS SHARE PLANS

2006 plans: completed 2007 plans: completed 2008 plans: completed Plan 2011

Total of plans

Average exercise

prices per share (€)

“1- 2006”(a)

“2- 2006” (b)

“1- 2007” (a)

“2- 2007” (b)

“1- 2008” (a)

“1.2- 2008” (a)

“1- 2011” (a)

Allocation date 29/06/06 29/06/06 08/01/07 08/01/07 03/01/08 24/07/08 03/03/11

Date of amendment of unrelated performance conditions at market 14/12/06 - - - - -

Acquisition period 3.8 years 4 years 4 years 4 years 4 years 4 years 4 years

Lifespan 6 years 6 years 6 years 6 years 6 years 7 years 8 years

Number of options granted 430,240 816,650 456,000 188,000 54,500 145,000 147,500 2,237,890

Exercise price (€)(1) 31.72 31.72 47.31 47.31 103.01 66.61 80.86

Number of adjusted shares as at 1 January 2012 23,284 277,052 344,034 142,614 55,045 138,500 146,500 1,127,029 80.83

Number of options assigned over the period (decision of the board meeting dated 16/02/2012) - - - - - 1,500 - 1,500 66.61

Adjustments - - - - - - - - -

Number of options exercised during the period 4,346 12,164 - - - - - 16,510 63.44

Number of options cancelled during the period - 410 - 7,640 12,386 29,200 1,500 51,136 78.89

Number of options cancelled (plan expired) 18,938 264,478 - - - - - 283,416 63.44

Number of options in circulation at 31 December 2012 0 0 344,034 134,974 42,659 110,800 145,000 777,467 85.81

Of which assigned to related parties - - 43,318 - 42,659 85,000 95,000 265,977

Of which may be exercised at the end of the period - - 344,034 134,974 42,659 110,800 - -

Fulfilment of performance conditions

– performance conditions related to the market

acquired: 22.5% NA

acquired: 22.5% NA

acquired: 15% 0.0% 0.0%

– performance conditions not related to the market

acquired: 30.0%

acquired: 30.0% NA

acquired: 22.5% NA 0.0%

Parity(1) 1 option = 0.5 share 1 option = 1 share

Potential number of shares 0 0 172,017 67,487 42,659 110,800 145,000 537,963

Exercise price per share (€) 63.44 63.44 94.62 94.62 103.01 66.61 80.86 85.81

Average share price on the date of exercising options (€) 63.32

(1) Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of stock options, following the distribution of

part of the 2006 and 2007 dividends by drawing on reserves (Boards of Directors of 31 August 2007 and 16 April 2008).

(a) Stock-option plans with performance conditions related and not related to the market.

Plans 1-2006, 1-2007 and 1-2008: The performance condition is based on the achievement of an annual NPGS rate and the development of the price of Icade

shares compared to a reference price.

Plan 1-2-2008: The performance condition is based on the development of the price of Icade shares compared to the development of the IEIF index.

Plan 1-2011: The performance condition is based on the achievement of the rate of the net annual cash ~ ow and the development of the price of Icade shares

compared to the development of the IEIF index.

(b) Stock-option plans without performance conditions.

The period for exercising the plans “1-2006” and “2-2006” expired on 29 June 2012.

At 31 December 2012, 632,467 share subscription options representing 392,963 actions were exercisable for Plans “1-2007,” “2-2007,” “1-2008,” and “1.2-2008”.



Valuation methodology: Fair value of stock option subscription plans

2007 plans: completed 2008 plans: completed Plan 2011

“1- 2007” “2- 2007” “1 - 2008” “1.2 - 2008” “1 - 2011”

Plan 1 Plan 2 Plan 1 Plan 2 Plan 1

Average weighted fair value of the option €12.81 €12.81 €35.75 €13.92 €19.00

Probability of service 100.00% 100.00% 94.81% 94.00% 85.49%

Risk-free interest rate 3.95% 3.95% 4.00% 4.75% 3.38%

Expected volatility 20% 20% 40% 32% 33%

Expected dividend rate 1.32% 1.32% 3.19% 4.73% 4.00%

Price of underlying stock €49.61 €49.61 €105.00 €71.90 €82.43

Exercise price €47.31 €47.31 €103.01 €66.61 €80.86

Model used Trinomial Trinomial Trinomial Trinomial Trinomial

31.2. BONUS SHARE PLANS

The free share assignment plans “1-2012” and “2-2012” specify the assignment of 15 free shares per employee or manager.

The free share assignment plan “2-2012” dedicated to members of the executive committee and members of the coordination committee includes:

◆ 50% unconditional free shares;

◆ 50% of free shares conditional on the achievement of a non-market-related performance condition.

The following table shows the characteristics of the bonus share plans current on 31 December 2012:

Original characteristics of the Plans

Adjustment parity(3)

Number of shares adjusted

Exchange parity(2)

Number of shares on 1 January 2012

Movements over the period

Number of shares as at 31 December 2012

PlansAllocation

dateAcquisition

period Lifespan

Number of shares assigned

at the origin of the plan

including number

of shares acquired

including number

of shares assigned

including number

of shares acquired

including number

of shares assigned

including subject to

conditions(3)

shares outstanding

cancelled shares

including number

of shares acquired

including number

of shares assigned


conditions(3)

19/01/09 2 years 4 years 78,876 1.53 - 113,011 5/39 14,489 6,139 - - 14,489 - -

2009(1) 01/07/09 2 years 4 years 37,500 1.13 - 42,219 5/39 5,412 5,412 - - 5,412 - 5,412

29/09/09 2 years 4 years 46,500 1.13 - 52,351 5/39 6,713 - - - 6,713 - -

2011 03/03/11 2 years 4 years 17,660 - - 10 15,890 - 910 10 14,980 -

1 - 2012 02/03/12 2 years 4 years 26,190 - - - - - - - - 1,305 24,885 -

2 - 2012(4) 02/03/12 2 years 4 years 28,290 - - - - - - - - 184 28,106 28,106

Total - 207,581 26,623 15,890 11,551 - 2,399 26,624 67,971 33,518

(1) Plans originally issued by Compagnie La Lucette.

Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of bonus shares.

(2) After merger of Compagnie la Lucette by Icade decided at the general meeting of 29 October 2010 applying the exchange parity used, i.e. 39 CLL shares for 5 Icade shares.

(3) The Board of Directors of Compagnie la Lucette of 7 September 2010 decided to transfer the bonus Icade shares assigned to certain bene( ciaries the performance conditions of the original plan, related to the market as a function of the

“Total Shareholder Return” (TSR) index.

(4) The 2-1012 free shares plan is discretionary: at the end of each ( nancial year, ( fty percent (50%) of the allocation may be acquired according to the performance conditions determined on achievement of net current cash ~ ow.



31.3. IMPACT OF SHARE SUBSCRIPTION PLANS ON PROFIT/LOSS FOR THE FINANCIAL YEAR

Bearing in mind the vesting conditions for length of service in the Group, the impact of the stock option plans and bonus share plans corresponds to a charge of €2.5 million for f iscal 2012 versus a charge of 2.2 million for f iscal 2011. This charge includes €0.5 million in respect of related parties in f iscal 2012 versus €1.1 million in fiscal 2011.

32. OZ -balance sheet commitments


Commitments received

Endorsements and sureties, guarantees received 1,175.2 953.9

Unused credit facilities 929.5 436.9

Liabilities guaranteed 1.4 5.0

Other commitments received 28.6 3.9

Total asset commitments 2,134.7 1,399.7

Commitments made

Pledged securities - -

Endorsement and sureties, guarantees given 324.2 605.0

Commitments on property reservations 391.1 342.1

Liability guarantees granted 39.3 43.5

Other commitments made 233.0 214.0

Total liability commitments 987.6 1,204.6

Other commitments given relate mainly to work to be completed.

Off-balance sheet commitments related to financing are described in notes 23 and 26 to the financial statements dealing with financial debt and financial risk management respectively.

Reciprocal off balance sheet commitments relating to purchases of land and property reserves amounted to €241.4 million at 31 7December 2012 versus €183.7 million at 31 December 2011.

OFF-BALANCE-SHEET COMMITMENTS BY MATURITY

(in millions of euros) 31/12/2012Less than one

year One to five yearsMore than five years

Commitments received 2,134.7 211.6 1,391.9 531.2

Commitments made 987.6 645.0 293.2 49.4


one year One to five yearsMore than five years

Commitments received 1,399.7 474.9 479.5 445.3

Commitments made 1,204.6 843.2 289.0 72.4


CONSOLIDATED FINANCIAL STATEMENTS – RELATED PARTIES

33. Related parties

33.1. REMUNERATION OF SENIOR EXECUTIVES


Short term benefits (salaries, bonuses, etc.)(1) 4.5 6.7

Post-employment benefits(1) - -

Long term benefits(1) - -

Share based payments 0.5 1.2

Benefitts rrecognized 5.0 7.9

Compensation for termination of employment contract 3.6 3.7

Totaal noot rrecognized 3.6 3.7

Total 8.6 11.6

(1) Figures include employer’s charges.

The senior executives were the persons during or at fiscal year-end, were directors or members of the executive committee of Icade SA.

The share subscription options granted to affiliated parties are detailed in note 31.

33.2. RELATIONS WITH AFFILIATED PARTIES


31/12/2012 31/12/2011

Parent company Others Total

Parent company Others Total

Holding of shares in intra-group company - 60.0 60.0 - - -

Related receivables - 366.2 366.2 - - -

Assets held for sale - - - - - -

Related payables 9.0 330.8 339.8 2.9 421.2 424.1

Guarantees given - - - - - -

Guarantees received - - - - - -

Other commitments received - - - - - -

Transactions with related parties are executed under normal market conditions.

The main transactions are:

◆ the financing granted by Icade to Silic, for an amount of 350.0 million in principle is shown in “related receivables”, remunerated by interest income of €4.5 million over the 2012 financial year;

◆ loans from companies affiliated with the Caisse des Dépôts, generating interest charges of €8.2 million and €11.1 million for f iscal 2012 and 2011, respectively;

◆ property transactions for an overall price of €33.0 million, of which €30.0 million were sales by property development and €3.0 million were sales of housing units made by property investment.


CONSOLIDATED FINANCIAL STATEMENTS – EVENTS AFTER CLOSURE

34. Events after closure

The funds related to mortgage f inancing of €200 million of a duration of 12 years, put in place at the end of the year with an institutional investor, were raised at the end of January 2013. This f inancing is backed by the Pont de Flandre business Park located in Paris.

The Caisse des Dépôts is engaged in buying back shares in the company Paris Nord Est, held by the Icade Group, via an irrevocable acquisition offer received on 15 January 2013.

On 21 January 2013, an undertaking to sell, subject to suspensive conditions, was signed concerning 11 warehouses. The financial consequences related to it were shown in the financial statements for the 2012 financial year.

35. Interests in joint ventures


31/12/2012

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Shareholders’ equity

Property investment companies 173.7 31.4 3.0 202.4 (0.3)

Property development companies - 223.9 4.2 224.8 (24.1)

Other companies - - - - -


31/12/2011

Non-current assets

Current assets

Non-current liabilities

Current liabilities

Shareholders’ equity

Property investment companies 184.2 35.8 2.9 212.8 4.3

Property development companies - 155.1 11.2 152.0 (10.0)

Other companies - - - - -


31/12/2012 31/12/2011

Income Expenses Income Expenses

Property investment companies 30.9 (31.1) 24.1 (26.5)

Property development companies 136.6 (146.2) 44.7 (45.4)

Other companies - - - -

35.1. COMMITMENT IN THE CAPITAL OF JOINT VENTURES


31/12/2012 31/12/2011

Average percentage

of interestShare

capital Capital

Average percentage

of interestShare

capital Capital

Property investment companies 44.80% 293.1 131.3 44.80% 293.1 131.3

Property development companies 32.95% 1.7 0.6 30.63% 7.8 2.4

Other companies - - - - - -


CONSOLIDATED FINANCIAL STATEMENTS – INTERESTS IN JOINT VENTURES

35.2. POSSIBLE LIABILITIES ON JOINT VENTURES


31/12/2012 31/12/2011

Potential Icade’s quota Potential Potential Icade’s quota Potential

Property investment companies - - 220.8 - - 232.4

Property development companies - - 289.0 - - 237.8

Other companies - - - - - -

36. Equity-accounted securities


31/12/2012


Share inn nnet assets of eequity-accoounnteed companies att 31/12/20011 1.3 - 1.3

Share in profit/(loss) of the financial year (0.7) - (0.7)

Dividends paid (0.6) - (0.6)



Share inn nnet assets of eequity-accoounnteed companies att 31/12/20012 - - -


31/12/2011



Share in profit/(loss) of the financial year 1.0 - 1.0

Dividends paid (3.5) - (3.5)





CONSOLIDATED FINANCIAL STATEMENTS – SCOPE OF CONSOLIDATION

37. Scope of consolidation

Financial year 2012 2011

Company name Legal form% Direct holding

% Interest 2012

Method of consolidation

% Interest 2011

ICADE SA 100.00 100.00 CC 100.00

ICADE FINANCES SAS 100.00 100.00 CC 100.00

PROPERTY INVESTMENT

Businesss

68 VICTOR HUGO SCI 100.00 100.00 CC 100.00

BASSIN NORD SCI 50.00 50.00 PC 50.00

BATI GAUTIER SCI 100.00 100.00 CC 100.00

CFI SAS 100.00 100.00 CC 100.00

PARC DU MILLÉNAIRE SCI 100.00 100.00 CC 100.00

PDM 1 SCI 100.00 100.00 CC 100.00

PDM 2 SCI 100.00 100.00 CC 100.00

PDM 3 SCI Absorbed CC 100.00

SEVERINE SCI 60.00 60.00 CC 60.00

ICADE CBI SNC 100.00 100.00 CC 100.00

Offices – FFrance

ICADE LEO LAGRANGE (ex VILLEJUIF) SCI 100.00 100.00 CC 100.00

MESSINE PARTICIPATIONS SCI 100.00 100.00 CC 100.00

69 BLD HAUSSMANN SCI 100.00 100.00 CC 100.00

MORIZET SCI 100.00 100.00 CC 100.00

CAMILLE DESMOULINS SCI 100.00 100.00 CC 100.00

1 TERRASSE BELLINI SCI 33.33 33.33 PC 33.33

ICADE RUE DES MARTINETS SCI 100.00 100.00 CC 100.00

ICADE TOUR DESCARTES SAS 100.00 100.00 CC 100.00

LES TOVETS SCI 100.00 100.00 CC 100.00

POLICE DE MEAUX (PCM) SCI 100.00 100.00 CC 100.00

SCI SOUTHERN BUILDING IN PONTOISE HOSPITAL SCI 100.00 100.00 CC 100.00

SCI BSM IN CHU AT NANCY SCI 100.00 100.00 CC 100.00

LE TOLBIAC SCI 100.00 100.00 CC 100.00

CHAMBOLLE SCI 100.00 100.00 CC 100.00

MOREY SCI 100.00 100.00 CC 100.00

MONDOTTE SCI 100.00 100.00 CC 100.00

MISTRAL SNC 100.00 100.00 CC 100.00

LOIRE SCI Liquidation CC 100.00

MILU INVESTISSEMENTS SAS Absorbed CC 100.00





% Interest 2012


% Interest 2011

NANTERRE ETOILE PARK SCI 100.00 100.00 CC 100.00

SCI Gascogne SCI 100.00 100.00 CC 100.00

EVRY MOZART SCI 100.00 100.00 CC 100.00

EVRY EUROPEEN SCI 100.00 100.00 CC 100.00

Businesssees

SAS ODYSSEUM SAS 50.00 50.00 PC 50.00

ICADE BRICOLAGE SAS 100.00 100.00 CC 100.00

ICADE BRICOLAGE CBI SNC 100.00 100.00 CC 100.00

Pubblic aandd healthcare aamenities

ICADE SANTE SAS 62.79 62.79 CC 100.00

SAINT LAZARE SCI 62.79 62.79 CC 0.00

ESPACE SANTE DU PETUREAU SCI 62.79 62.79 CC 0.00

POLE SANTE SUD - CMTR SCI 62.79 62.79 CC 0.00

Houusingg

ICADE COMMERCES SAS 100.00 100.00 CC 100.00

PAYS DE LOIRE SCI 100.00 100.00 CC 100.00

BAS LONGCHAMPS SCI Liquidation CC 100.00

SARCELLES SCI 100.00 100.00 CC 100.00

SARVILEP SAS 100.00 99.99 CC 99.99

Wareehoousses

SCI ZEUGMA SCI 100.00 100.00 CC 100.00

SCI MARIGNANE LA PALUN SCI 100.00 100.00 CC 100.00

SCI 21 (TRANSALLIANCE) SCI 100.00 100.00 CC 100.00

Officces – GGermany

ICADE REIM GERMANY GMBH GMBH 100.00 100.00 CC 100.00

KABALO Grundstücks-Verwaltungsgesellschaft & Co KG KG 100.00 100.00 CC 100.00

ICADE REIT BV 100.00 100.00 CC 100.00

ICADE REIM AHRENSDORF GMBH GMBH Disposal CC 100.00

ICADE REIM ARNULFSTRASSE MK 8 GMBH GMBH Disposal CC 100.00

ICADE REIM ARNULFSTRASSE MK 9 GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM DACHAUER STRASSE GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM FRIESENSTRASSE HAUS 3 GMBH GMBH Disposal CC 100.00

ICADE REIM FRIESENSTRASSE HAUS 4 GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM GOLDSTEINSTRASSE GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM HOHENZOLLERNDAMM GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM INDUSTRIESTRASSE (PRO 1) GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM INDUSTRIESTRASSE (PRO 3) GMBH GMBH 100.00 100.00 CC 100.00





% Interest 2012


% Interest 2011

ICADE REIM KOCHSTRASSE GMBH GMBH Disposal CC 100.00

ICADE REIM MERCEDESSTRASSE GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM RHINSTRASSE GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM SALZUFERSTRASSE GMBH GMBH 100.00 100.00 CC 100.00

ICADE REIM TURLENSTRASSE GMBH GMBH 100.00 100.00 CC 100.00

KABALO Grundstücks-Verwaltungsgesellschaft GMBH GMBH 94.90 100.00 CC 100.00

Servvicees –– Spain

IMMOBILIARIA de la CDC ESPANA SA 100.00 100.00 CC 100.00

DEVELOPMENT

GROOUPE ICADE PROMOOTION LOGEEMMENNT

Breakdown by consolidation mode

IPL (2012: 123 companies) / (2011: 133 companies) CC

IPL (2012: 77 companies) / (2011: 79 companies) PC

IPL (2012: 19 companies) / (2011: 19 companies) EM

ICADDE PPROOMOTION

ICADE PROMOTION SASU 100.00 100.00 CC 100.00

PARIS BERTHELOT SCI 50.00 50.00 PC 50.00

ODYSSEUM 2 SCI 77.00 77.00 CC 77.00

PB 31 PROMOTION SNC 50.00 50.00 PC 50.00

NERUDA FONTANOTS SCI 100.00 100.00 CC 100.00

ICADE G3A PROMOTION SNC 100.00 100.00 CC 100.00

LES BUREAUX DE L’ILE DE NANTES SNC 100.00 100.00 CC 100.00

AMENAGEMENT CROIX DE BERNY SARL 62.70 62.70 CC 62.70

PARIS NORTH EAST SAS 30.00 30.00 PC 30.00

ICADLEO SNC 66.67 66.67 CC 66.67

SORIF ICADE LES PORTES D’ESPAGNE SNC 50.00 50.00 PC 50.00

ICADE DOCKS DE PARIS SNC 100.00 100.00 CC 100.00

VILLEJUIF GUIPONS SCI 100.00 100.00 CC 100.00

PORTES DE CLICHY SCI 50.00 50.00 PC 50.00

TOULOUSE CANCEROPOLE SAS 50.00 50.00 PC 50.00

MONTROUGE CAP SUD SCI 50.00 50.00 PC 50.00

SCCV SAINT DENIS LANDY 3 SCCV 50.00 50.00 PC 50.00

SNC SAMICADE SNC 50.00 50.00 PC 50.00

CLAUDE BERNARD LOT T SAS Liquidation PC 50.00

SNC DU PLESSIS BOTANIQUE SNC 100.00 100.00 CC 100.00

SNC GERLAND 1 SNC 50.00 50.00 PC 50.00

SNC GERLAND 2 SNC 50.00 50.00 PC 50.00





% Interest 2012


% Interest 2011

CITE SANITAIRE NAZARIENNE SNC 60.00 60.00 CC 60.00

SNC DU CANAL ST LOUIS SNC 100.00 100.00 CC 100.00

CAP EST LOISIR SCI 50.00 50.00 PC 50.00

SNC ROBINI SNC 50.00 50.00 PC 50.00

ICAPROM SNC 45.00 45.00 PC 45.00

SCCV LE PERREUX CANAL SCCV 72.50 72.50 CC 72.50

ARKADEA SAS 50.00 50.00 PC 50.00

SAMICADE GUADELOUPE SNC 50.00 40.00 PC 40.00

CHRYSALIS DEVELOPPEMENT SAS 35.00 35.00 PC 35.00

MACDONALD BUREAUX SCCV 50.00 50.00 PC 50.00

MACDONALD COMMERCES SCI 100.00 99.99 CC 99.99

SCI 15 AVENUE DU CENTRE SCI 50.00 50.00 PC 50.00

SAS CORNE OUEST VALORISATION SAS 25.00 25.00 EM 25.00

SAS CORNE OUEST PROMOTION SAS 25.00 25.00 EM 25.00

SAS ICADE-FF-SANTE SAS 65.00 65.00 CC 0.00

SCI BOURBON CORNEILLE SAS 99.99 99.99 CC 0.00

ICADDE AARCCOBA

ICADE ARCOBA SAS 100.00 100.00 CC 100.00

ICADE GESTEC RS SAS 100.00 100.00 CC 100.00

ICADDE SSETTHRI SETAE

ICADE SETHRI - SETAE SAS 100.00 100.00 CC 100.00

SERVICES

ICADE SERVICES SAS Absorbed CC 100.00

PROOPERRTYY MANAGEMENT

ICADE PROPERTY MANAGEMENT SASU 100.00 100.00 CC 100.00

ICADDE AADMINISTRATIOON DE BIENSS

ICADE RESIDENCES SERVICES SASU Disposal CC 100.00

EURO CAMPUS SARL Disposal CC 60.00

CONNSEILSS & SOLUTIONNS

ICADE SURETIS SAS 100.00 100.00 CC 100.00

I PORTA SAS 100.00 100.00 CC 100.00

ICADE TRANSACTIONS SASU 100.00 100.00 CC 100.00

ICADE CONSEIL SAS 100.00 100.00 CC 100.00

ICADE EXPERTISE SAS 100.00 100.00 CC 100.00

ICADE ASSET MANAGEMENT SAS 100.00 100.00 CC 100.00


CONSOLIDATED FINANCIAL STATEMENTS – FEES OF STATUTORY AUDITORS

38. Fees of statutory auditors

◆ The Group estimates that the application of the amendment to the IAS 1 standard “Presentation of other elements of overall earnings” on 1 January 2013 should have a limited impact on the presentation of the other elements of the Group’s overall earnings.

◆ The application of the revised IAS 19 standard “personnel benefits”, from 1 January 2013, modifies the recognition of post-employment benefits in particular. The standard eliminates the options relative to the recognition of actuarial differences, which are now recognised, mandatorily, in shareholders’ equity. The stock of past service costs

that exist and are not yet recognised, which until then could be amortised, will also be recognised immediately in shareholders’ equity. The new cost of past services (generated after adoption of the revised standard) will be recognised immediately and totally in earnings.

This amendment applies retrospectively, in accordance with the application of the IAS 8 standard.

The recognition of other long-term benefits is not modified by the new standard.

The Statutory Auditors’ fees booked to the income statement as at 31 December 2012 consist solely of €2.6 million in fees invoiced for the legally–required audit of the financial statements.

39. List of standards and interpretations not applied early

Date of adoption by the European

UnionDate of mandatory

adoption(1)

Amendment to IAS 1: Presentation of financial statements 5 June 2012 1 July 2012

Amendment to IAS 19: Personnel benefits 5 June 2012 1 July 2012

IFRS 10: Consolidated financial statements 11 December 2012 1 January 2014

IFRS 11: Partnerships 11 December 2012 1 January 2014

IFRS 12: Information to be supplied on interests held in other entities 11 December 2012 1 January 2014

Modifications to IAS 27: Individual financial statements 11 December 2012 1 January 2014

Modifications to IAS 28: Investments in associates and joint ventures 11 December 2012 1 January 2014

Amendment to IAS 12: Income taxes – Deferred tax: collection of underlying assets 11 December 2012 1 January 2013

Amendment to IFRS 1: First application of international financial information standards – Serious hyperinflation and elimination of firm application dates for first adopters 11 December 2012 1 January 2013

IFRS 13: Valuation at fair value 11 December 2012 1 January 2013

IFRIC 20: stripping costs in the production phase of a surface mine 11 December 2012 1 January 2013

Amendment to IFRS 7: Financial instruments: information to be supplied - Compensation of financial assets and financial liabilities 13 December 2012 1 January 2013

Amendments to IAS 32: Financial instruments: presentation - Compensation of financial assets and financial liabilities 13 December 2012 1 January 2014

(1) Financial years open from:


CONSOLIDATED FINANCIAL STATEMENTS – LIST OF STANDARDS AND INTERPRETATIONS NOT APPLIED EARLY

◆ The standards IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements” and IFRS 12 “Disclosure of Interests in Other Entities” will apply from 1 January 2014, retrospectively to 1 January 2013.

The Group does not anticipate any change to its scope with regard to the new definition of control shown in the IFRS 10 standard.

An analysis is under way of the impact of the IFRS 11 standard on the presentation of the Group’s consolidated financial statements.

The companies under joint control on 31 December 2012 that meet the definition of “joint-venture” according to IFRS 11, will no longer be consolidated by proportional consolidation on 1 January 2014, but according to the equity method.

◆ The IFRS 13 standard “Fair value measurement” defines the concept of “fair value” of an asset or liability for all of the IFRS standards and presents the rules applicable to determine it. It is a valuation standard, with no impact on the accounting methods applied by the Group.

The analysis of the impact of the standard is in progress.

This standard is applicable from the financial years open from 1 January 2013 prospectively.

The Group estimates that application of the other standards on 1 January 2013 or 1 January 2014 should have no signif icant impact on the accounting methods applied and the presentation of the consolidated financial statements.



Statutory Auditors’ report on the consolidated � nancial statementsStatutory Auditors’ report on the consolidated } nancial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146


STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Chapter 4

This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements.

This report also includes information relating to the specific verification of information presented in the Group’s management report.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your shareholders’ annual general meeting, we hereby report to you, for the year ended 31 December 2012, on:

◆ the audit of Icade’s consolidated financial statements accompanying this report;

◆ the justif ication of our assessments;

◆ the specific verif ication required by law.

The consolidated f inancial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.

I - OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures using sampling techniques or others methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated f inancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31st December 2012 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Without qualifying our opinion expressed above, we draw your attention on the part 22 of the notes to the financial statements that presents the accounting treatment relating to the tax audit that your company has supported with regard to the fiscal year 2007.

Statutory Auditors’ report on the consolidated � nancial statements FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012


STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

II - JUSTIFICATION OF OUR ASSESSMENTS

In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de Commerce) relating to the justification of our assessments, we bring to your attention the following matters:

◆ Notes 1.9 and 1.11 to the consolidated financial statements describe the accounting rules and methods for the valuation of investment property using the cost model and the procedures relating to impairment testing of these assets;

◆ Notes 1.16 and 1.17 to the consolidated financial statements describe the accounting rules and methods relating to the recognition, by using the percentage-of-completion method, applied to the construction operations and off-plan sales agreements;

◆ Note 1.24 to the consolidated financial statements describes the accounting rules and method related to the recognition of derivative financial instruments;

◆ Notes 1.10 and 19 to the consolidated financial statements describe the accounting rules and methods for the recognition of assets or groups of assets held for sale.

In our assessment of the accounting principles applied by your company, we have reviewed the appropriateness of accounting policies referred here above and the related information provided in the notes to the financial statements, and we have verif ied that they are correctly applied.

◆ Note 1.2 to the financial statements describes the significant estimates made by the Company in the preparation of its consolidated financial statements. This note is completed by the presentation of:

– the change of impairment losses recognized in property development business and investment properties as indicated in Note 3 to the consolidated financial statements;

– the main valuation methods used for the presentation of the fair values of investment properties as indicated in Note 10 to the consolidated financial statements;

– the valuation of derivative instruments, included in Note 25 to the consolidated financial statements.

Our procedures consisted in assessing the data and the assumptions used by the Management of the Company related to these estimates here above, reviewing the calculations carried out by the Group and reviewing the information provided in these notes to the financial statements.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

III - SPECIFIC VERIFICATION

As required by law, we have also verif ied in accordance with professional standards applicable in France the information presented in the Group’s management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Courbevoie and Neuilly-sur-Seine, 20 February 2013

The Statutory Auditors (French original signed by )

Mazars Pricewaterhouse Coopers Audit

Gilles Rainaut Jérôme de Pastors Jean-Baptiste Deschryver


1. Financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1501.1. Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1501.2. Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

NOTES TO THE FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

2. Key events of the } nancial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1542.1. Combination of Icade with Silic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1542.2. Financing set up during ; nancial year 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1552.3. Sales of shares of the company Icade Résidences Services

and miscellaneous property assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1552.4. Legal reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1552.5. Capital increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

3. Accounting methods and principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1563.1. Standards applied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1563.2. Bases of assessment, judgments and use of estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1563.3. Revenues, other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1563.4 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1563.5. Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1563.6. Investment grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1573.7. Procedures for conducting impairment tests for tangible

and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1573.8. Leasing and ; nancial-leasing contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1583.9. Borrowing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1583.10. Participating interests, related receivables and other ; xed investments . . . . . . . . . . . . . 1583.11. Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159

Individual annual accounts


3.12. Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1593.13. Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1593.14. Icade treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1593.15. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1593.16. Employee bene; ts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1593.17. Financial debts and rate hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1603.18. Hybrid ; nancial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1603.19. Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

4. Notes on the balance sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1614.1. Tangible and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1614.2. Statement of amortization and impairment of tangible and

intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1624.3. Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1624.4. Statement of instalments on receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1644.5. Securities available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1654.6. Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1654.7. Capital and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1664.8. Provisions for contingencies and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1674.9. Commitments to personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1684.10. Stock option subscription and bonus stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1704.11. Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1734.12. Debt maturity statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1744.13. Statement of operational debt instalments and unearned income . . . . . . . . . . . . . . . . . . . . . . . 1744.14. Information on a� liated companies and shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175

5. Cash � ow table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

6. Notes on the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1786.1. Operating pro; t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1786.2. Financial pro; t/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1796.3. Non-recurring pro; t/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1796.4. Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179

7. OZ -balance sheet commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

8. Other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818.1. Post-closing events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818.2. Commitments for loan hedging instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818.3. Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818.4. Remuneration and bene; ts allocated for the ; nancial year to administrators

and members of the executive committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818.5. Headcount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1818.6. Table of subsidiaries and shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182


INDIVIDUAL ANNUAL ACCOUNTS – FINANCIAL STATEMENTS

1. Financial statements

1.1. BALANCE SHEET

Assets (in thousands of euros) Gross Value

Amortization& impairment

Net amount 31/12/2012

Net amount 31/12/2011

Subscribed capital not called (I) - - - -

CAPITAL ASSETS

Intangible assets

Research and development expenses - - - -

Concessions, patents and similar rights 18,427 17,171 1,256 1,130

Goodwill 5,587 743 4,844 8,173

Other intangible assets 316 - 316 257

Advances and payments on account on intangible assets - - - -

Totaal intanngible assetss 24,330 117,914 66,416 9,560

Tangible assets

Land 778,850 123,663 655,187 690,428

Buildings 1,199,768 382,731 817,037 835,158

Other property, plant and equipment 10,043 7,334 2,709 3,623

Assets under construction 38,365 - 38,365 60,659

Advances and payments on account on tangible assets 77 - 77 7

Totaal taanggible assets 22,027,103 5113,728 1,5133,375 1,589,875

Financial assets

Participating interests 2,255,336 278,780 1,976,556 2,045,348

Investment-related receivables and other related parties 969,225 - 969,225 618,857

Other fixed investments - - - -

Loans 291 - 291 415

Other long-term investments 22,474 5,986 16,488 13,838

Advances and payments on account on long-term investments - - - -

Totaal longg-term investtments 33,247,326 2884,766 2,9622,560 2,678,458

TOTAL CAPITAL ASSETS (II) 5,298,759 816,408 4,482,351 4,277,893

CURRENT ASSETS

Inventory

Raw materials, supply - - - -

Land and property reserves 1,976 171 1,805 1,859

Advances and payments on account on orders 9,112 - 9,112 1,271

Receivables

Trade debtors and related accounts 30,662 3,862 26,800 28,770

Other receivables 35,738 22,873 12,865 28,455

Group and associates 1,273,738 - 1,273,738 1,428,451

Subscribed capital not called, not paid - - - -

Miscellaneous

Investment securities (of which treasury shares) 141,407 - 141,407 92,809

Cash instruments 28,113 - 28,113 26,332

Cash assets 77,189 - 77,189 20,064

Accruals and charges

Prepayments 942 - 942 1,550

TOTAL CURRENT ASSETS (III) 1,598,877 26,906 1,571,971 1,629,561

Charges to be spread over several years (IV) 12,096 - 12,096 3,111

TOTAL ASSETS (I TO IV) 6,909,732 843,314 6,066,418 5,910,565



Liabilities (in thousands of euros) 31/12/2012 31/12/2011

CAPITAL AND RESERVES

Capital 79,264 79,251

Premiums from issue, merger, contribution, etc. 1,303,852 1,303,350

Revaluation differences 185,729 185,729

Legal reserve 7,925 7,897

Statutory or contractual reserves - -

Regulated reserves - -

Other reserves - -

Balance brought forward 1,233,075 1,333,490

Including interim dividends

PROOFITT/LLOSS FOR YEAAR 61,199 92,176

TOTAL 2,871,044 3,001,893

Investment grants 462 505

Regulated provisions 3 4

TOTAL CAPITAL AND RESERVES (I) 2,871,509 3,002,402

OTHER SHAREHOLDER’S EQUITY

Bonded loans repayable in shares - -

Conditional advances - -

TOTAL OTHER SHAREHOLDERS’ EQUITY (II)

PROVISIONS FOR LIABILITIES AND CHARGES

Provisions for risks 5,533 8,192

Provisions for charges 6,488 5,714

TOTAL PROVISIONS FOR LIABILITES AND CHARGES (III) 12,021 13,906

DEBTS

Financial debts

Loans and debts with credit institutions 2,669,256 2,249,185

Miscellaneous financial loans and debts 121,688 120,892

Group and associates 278,461 415,167

Operating debts

Advances and part-payments received for orders in progress 1,481 1,755

Trade debtors and related accounts 18,613 18,423

Tax and social debts 23,225 19,525

Debts on capital assets and related accounts 17,112 21,754

Other debts 6,902 5,947

Miscellaneous

Cash instruments 9,672 4,974

Accruals and charges

Deferred income 36,478 36,635

TOTAL DEBTS (IV) 3,182,888 2,894,257

TOTAL LIABILITIES (I TO IV) 6,066,418 5,910,565



1.2. INCOME STATEMENT

(in thousands of euros) 31/12/2012 31/12/2011

Operating income

Revenues 180,946 182,224

Capitalized production - -

Operating subsidies - 1

Reversals from depreciation and provisions, transfer of charges 21,769 17,708

Other operating income 50,307 58,149

Totaal opperrating incomee 253,022 258,082

Operating expenses

Purchases and inventory changes 10,689 18,343

Outside services 65,923 58,834

Tax, duty and similar payments 20,193 20,245

Wages and salaries 25,105 25,292

Social security costs 11,329 10,781

Allocations for amortization and impairment 75,501 73,796

Allocations for depreciation on current assets 3,536 2,870

Impairment allocations for risks and charges 4,268 1,011

Other expenses 4,686 5,015

Totaal opperrating expensses 221,230 216,187

OPERATING PROFIT 31,792 41,895

Joint ventures

Profit or loss borne - -

Financial income

Financial income from shareholdings 167,666 112,498

Income from other securities and receivables for capital assets - -

Other interest receivable and similar income 6,630 1,916

Reversals from provisions, depreciation and transfers of charges 31,562 83,103

Net income from sale of investment securities 1,553 3,402

Totaal finnanncial income 207,411 200,919

Financial charges

Financial allocations to depreciation, impairment and provisions 109,006 19,765

Interest payable and similar expenses 99,450 118,802

Net charges on sale of investment securities 805 2,291

Totaal finnanncial chargess 209,261 140,858

FINANCIAL PROFIT/(LOSS) (1,850) 60,061

INCOME FROM CONTINUING OPERATIONS BEFORE TAX 29,942 101,956



INCOME STATEMENT (CONT.)


Non-recurring income

Non-recurring income on management transactions 22 1,640

Non-recurring income on capital transactions 86,913 77,884

Reversals from provisions, depreciation and transfers of charges 4,238 768

Totaal noon--recurring inccome 91,173 80,292

Non-recurring expenses

Non-recurring expenses on management transactions 62 46

Non-recurring expenses on capital transactions 55,850 89,480

Non-recurring allocations to depreciation, impairment and provisions - -

Totaal noon--recurring exxpenses 55,912 89,526

NON-RECURRING PROFIT/LOSS 35,261 (9,234)

Employee profit-sharing schemes - -

Tax on profit on ordinary activities 4,004 546

TOTAL INCOME 551,606 539,293

TOTAL EXPENSES 490,407 447,113

NET PROFIT 61,199 92,176


INDIVIDUAL ANNUAL ACCOUNTS – KEY EVENTS OF THE FINANCIAL YEAR

NOTES TO THE FINANCIAL STATEMENTS

2. Key events of the } nancial year

2.1. COMBINATION OF ICADE WITH SILIC

Following the conclusion of a non-binding memorandum of understanding on 13 December 2011 between the Caisse des Dépôts (the CDC), Icade and Groupama, on 22 December 2011 Icade and the CDC delivered a f irm offer to Groupama, who accepted it on 30 December 2011.

The combination transaction between Icade and Silic was structured in three steps:

First step: provide to a subsidiary of the CDC, HoldCo SIIC, (a)7the investment held by the CDC in Icade and (b) a fraction of the investment held by Groupama in Silic.

On 30 December 2011, the CDC gave to HoldCo SIIC, 55.57% of its Icade capital and voting rights. At the same time, Groupama offered 6.5% of its capital and voting rights in Silic to HoldCo SIIC.

Each of the offers was conducted on the basis of an exchange parity of f ive Icade shares for four Silic shares, a 2011 coupon attached for each of the two companies The increase in value of HoldCo SIIC was determined by transparency on the basis of this parity.

On 6 February 2012, the CDC and Groupama signed a shareholder agreement governing their relationship within HoldCo SIIC. This agreement relating to HoldCo SIIC, which is valid for 20 years, bears the following stipulations:

◆ a lock-up commitment of HoldCo SIIC shares held by Groupama for 30 months following the date of conclusion of the shareholder agreement;

◆ a right of pre-emption for the benefit of the CDC in the expiration of the lock-up period;

◆ a tag-along right proportional to the benefit of Groupama in case the CDC desires to transfer to a third party other than an affiliate all or part of its HoldCo SIIC shares;

◆ liquidity for the benefit of Groupama.

The summary of the clauses of the shareholder agreement coming under the scope of the provisions of Article L.233-11 of the French Code of Commerce was given to Icade and was published by the AMF on its website on 17 February 2012 under number 212C0291.

Second step: provide to HoldCo SIIC by Groupama the balance of its investment in Silic.

Following obtaining the permission of the French Competition Authority dated 13 February 2012, the CDC and Groupama, as partners of HoldCo SIIC, by decision dated 16 February 2012,

approved the offer by Groupama of 37.44% of the capital and its Silic voting rights. The offer of the balance of Silic shares held by Groupama was conducted according to the same parity as the first offers, i.e., f ive Icade shares for four Silic shares, a 2011 coupon attached for each of the companies.

Resulting from the offers described above, the capital of HoldCo SIIC was held by the CDC and Groupama, with stakes of 75.07% and 24.93% respectively. Moreover, HoldCo SIIC held (i) 55.57% of the capital stock and Icade voting rights and (ii) in concert with the CDC and Icade, 43.94% of the capital stock and voting rights of Silic on an undiluted basis.

Third step: f iling by Icade of a mandatory public offer on Silic.

Subsequent to crossing the 30% threshold by HoldCo SIIC acting in concert with Icade and the CDC, Icade filed a mandatory public offer on Silic on 13 March 2012.

The offer is composed of a public exchange offer on the Silic shares and a public purchase offer on the settled bonds in cash and/or new and/or existing shares (ORNANEs) issued by Silic.

The terms of the offer are as follows;

◆ for the exchange offer: parity is equal to the exchange parity held for the the offers, i.e., f ive Icade shares to be issued for four Silic shares offered (a 2011 coupon attached or detached in both cases) and;

◆ for the purchase offer: the par value of the ORNANE to which is added the coupon running to the date anticipated for the settlement-delivery of the offer, i.e., 126 euros per ORNANE on the basis of a settlement-delivery on 14 June 2012. It is specified that the time difference of the settlement-delivery of the offer will have no impact on the price per ORNANE.

On 24 April 2012, the AMF declared the offer to be compliant and affixed stamp no. 12-179 on the information note of Icade and stamp no. 12-180 on the note in response from Silic, which are available on the internet sites of Icade (www.icade.fr), Silic (www.silic.fr) and the AMF (www.amf-france.org).

The conformity decision and the notice of opening of the offer were published by the AMF respectively on 24 April 2012 under number 212C0533 and on 26 April 2012 under number 212C0547.

By appeal dated 3 May and 4 May 2012, SMA Vie BTP and ADAM respectively petitioned the Paris Court of Appeal for an annulment motion of the AMF conformity decision.


INDIVIDUAL ANNUAL ACCOUNTS – KEY EVENTS OF THE FINANCIAL YEAR

Through remarks filed with the Paris Court of Appeal on 31 May 2012, the AMF undertook “in the interest of the market and as a precaution, to defer the closing date of the public offer, initially set at 1 June 2012, so that this closing could only take place at least eight days after the pronouncement of the judgement of the court ruling on the action for annulment of the AMF decision.”

On 26 June 2012, the Paris Court of Appeal set the appeal hearing for 21 March 2013.

The decision of the Paris Court of Appeal should take place by the end of the first half of 2013.

Pursuant to the deferral decision of the AMF dated 15 May 2012, the offer remains open until further notice.

2.2. FINANCING SET UP DURING FINANCIAL YEAR 2012

Icade carried out two major f inancings over the f inancial year 2012 expressed by the signing during July 2012, with a pool of seven banks, of a new comprehensive financing of 1,550,000 thousand euros divided into three portions:

◆ a Medium Term Loan to the amount of 625,000 thousand euros with a maturity of f ive years, allowing Icade to cover the combined medium term needs of Icade and Silic. For this purpose, Icade has granted to Silic two financings of principal amounting to 400,000 thousand euros, including 350,000 thousand euros used as of 31 December 2012;

◆ a Renewable Loan to the amount of 550,000 thousand euros and a maturity of three years, allowing Icade to strengthen its f inancial structure growing its available lines;

◆ a staggered start loan (Forward Start) to the amount of 375,000 thousand euros allowing Icade to anticipate the refinancing in July, 2014 of part of its maturity of syndicated credit of 900,000 thousand euros.

As of 31 December 2012, only the Medium Term Loan in the amount of 625,000 thousand euros has been used.

Moreover, on 21 December 2012, Icade obtained a new financing mortgage of 180,000 thousand euros, with a maturity of twelve years backed by its Parc du Pont de Flandre. At the close of the financial year, this f inancing has not been used.

2.3. SALES OF SHARES OF THE COMPANY ICADE RÉSIDENCES SERVICES AND MISCELLANEOUS PROPERTY ASSETS

During the 2012 f inancial year, Icade sold the shares of the company Icade Résidences Services for a total of 24,164 thousand euros and miscellaneous property assets used for off ices and warehouses for 46,164 thousand euros. Moreover, Icade continued its program to dispose of housing by the unit, generating proceeds of 13,273 thousand euros.

2.4. LEGAL REORGANISATION

By a decision on 3 May 2012, Icade approved the merger of the company Icade Services, a holding company of the Services Division of the Group. This transaction, carried out at book value, has a retroactive accounting and tax effect to 1 January 2012. The resulting merger proceeds were accounted for in “f inancial income” for a total of 4,253 thousand euros.

Through a decision on 25 July 2012, Icade approved the merger of the company Parc du Millénaire 3. This transaction, carried out at book value, has a retroactive accounting and tax effect to 1 August 2012. The resulting merger loss was accounted for in “extraordinary expenses” for a total of 1,226 thousand euros.

The company Sci Bas Longchamps, with no activity, was liquidated generating proceeds of 457 thousand euros. These proceeds were accounted for in extraordinary income.

2.5. CAPITAL INCREASES

In the context of the application of tax rules concerning the capitalization of companies and of financing property transactions for subsidiaries, Icade raised capital by creating new shares in regard to five companies, for a total amount of 65,159 thousand euros.


INDIVIDUAL ANNUAL ACCOUNTS – ACCOUNTING METHODS AND PRINCIPLES

3. Accounting methods and principles

3.1. STANDARDS APPLIED

The annual accounts of Icade (“the Company”) were established on 31 December 2012 in accordance with the clauses of the French Commercial Code, the general chart of accounts and other applicable texts. They were approved by Icade Board of Directors on 20 February 2013. The latest annual accounts published by Icade on 31 December 2011 were approved according to the same principles and methods.

3.2. BASES OF ASSESSMENT, JUDGMENTS AND USE OF ESTIMATES

The financial statements were prepared according to the historical-cost convention.

The preparation of the f inancial statements requires the use of estimates and assumptions to determine the value of assets and liabilities, to assess any positive or negative unanticipated unknowns on the closing date, and income and expenses for the year.

The significant estimates made by the Company for establishing the financial statements mainly relate to the recoverable value of tangible and intangible assets as specified in note 3.7, long-term investments as specified in note 3.10, and the valuation of benefits for personnel and provisions as specified in notes 3.16 and 3.15.

Due to the uncertainties inherent in any assessment process, the Company reviews its estimates on the basis of regularly updated information. It is possible that the future results of the transactions concerned may differ from these estimates.

3.3. REVENUES, OTHER OPERATING INCOME

Revenues

The Company’s revenues are made up of two types of income:

Rental income

The rental revenue coming from rental contracts groups together the rents from off ice buildings, business parks, housing and warehouses.


Revenues from the provision of central services, administrative and financial management of subsidiaries, property management and asset management is recognized when the service is provided.

Other operating income

Other operating income includes income that is not directly related to the operations described in the paragraph entitled “Revenues”. Other operating income is mainly composed of the following three types of income:

◆ re-invoicing of rental charges;

◆ re-invoicing of expenses undertaken on behalf of subsidiaries;

◆ fees for the Icade brand.

3.4 INTANGIBLE ASSETS

An intangible asset is a non-cash item with no physical substance, which must be both identifiable and controlled by the company as a result of past events which may bring future economic benefits. An intangible asset is identif iable if it can be separated from the acquired entity or if it stems from legal or contractual rights.

Intangible assets whose useful lives can be determined are amortized by the straight line method over their forecast useful lives.

Intangible assets Useful life Depreciation method

Concessions, transfer taxes, patents, software, etc. 1 to 3 years Straight line

3.5. TANGIBLE ASSETS

Tangible assets consist mainly of properties held in order to earn rent, increase capital, or both, rather than to use them in the production and provision of goods and services or for administrative purposes or to sell them within the framework of ordinary business activities.

The other tangible assets primarily consist of IT equipment and office furniture, generally depreciated by the straight line method over f ive years, and fixed assets under construction (essentially buildings under construction).

In accordance with regulation CRC no. 2004-06, buildings are recognized at cost, reduced by aggregate depreciation and any impairment (see note 3.7).



Cost of buildings

The cost of buildings consists of:

◆ the purchase price stated on the deeds or the construction price, including unrecoverable taxes, after deducting any rebates, trade or payment discounts;

◆ the cost of refurbishment works;

◆ all directly attributable costs incurred in order to put the property in a condition to be leased in accordance with the use intended by management. Thus, conveyance charges, fees, commission and document costs related to the acquisition and commission related to leasing are included in the cost;

◆ costs relating to bringing the property in line with safety and environmental regulations;

◆ capitalized loan costs (see note 3.9).

Depreciation procedures

Pursuant to regulation CRC no. 2002-10, the gross value is split into separate components which have their own useful lives.

The properties are depreciated by the straight line method over periods which correspond to their expected useful life. Land is not depreciated. The depreciation periods used (in years) are as follows:

Components

Offices

Housing units

Warehouses and business

premisesHaussmann

buildingOther

buildings

Roads, networks, distribution 100 40-60 50 15-40

Building shell, structure 100 60 50 30

External structures 30 30 25 20-30

General and technical installations 20-25 10-25 25 10-15

Internal fittings 10-15 10-15 15-25 10-15

Specific equipment 10-30 10-30 15-25 10-15

The useful lives are revised at the end of each year, particularly with respect to properties which are the subject of a refurbishment decision.

When events, changes in the market environment or internal factors indicate a risk of impairment of investment properties, they are tested for impairment (see note 3.7).

Buildings which, exceptionally, are rented with a purchase option, are not divided into components and are subject to f inancial depreciation.

Eviction compensation

When a lease contract is terminated, the Company may have to pay eviction compensation to an ex-tenant. Three types of situations may arise:

◆ eviction compensation is paid in order to release premises due for reconstruction or renovation; these are then capitalized by including them in the cost of related tangible assets;

◆ eviction compensation is paid in view of releasing the premises for a possible future tenant; it is then accounted for as a liability in the financial year in which it was incurred;

◆ evict ion compensat ion is paid fol lowing advance negotiations for the signing of a lease with a new tenant; it is then capitalized and depreciated over the rental period on the same basis as rental income.

3.6. INVESTMENT GRANTS

Investment grants received are booked to the liabilities side of the balance sheet. They are accounted for as income over the period of use of the asset subject to depreciation.

3.7. PROCEDURES FOR CONDUCTING IMPAIRMENT TESTS FOR TANGIBLE AND INTANGIBLE ASSETS

Regulation CRC no. 2002-10 requires, at each closing of accounts and at each intermediate situation, that a check be made for the existence of an index showing that the assets may have suffered impairment.

An indication of impairment may be:

◆ a substantial reduction in the market value of the asset;

◆ a change in the technological , economic or legal environment.



Impairment of an asset is accounted for where the recoverable value is less than the book value.

Procedures for depreciation of properties

The current value of property corresponds to the highest value between the market value reduced by sale costs and the in-use value. The market value is the market value excluding transfer taxes, determined by independent surveyors. The in-use value is the present value of expected rental income from those assets.

If there is an indication of impairment, and where the estimated recoverable amount is less than the net book value, the difference between those two f igures is accounted for as impairment. Accounting for impairment entails a review of the basis of depreciation and possibly the depreciation plans of the properties concerned.

Impairments relating to properties may subsequently be reversed if the recoverable value again becomes higher than the net book value. The value of the asset after reversal of the impairment is capped at the book value which would have been determined net of depreciation if no impairment had been accounted for in previous years.

Procedures for depreciation of intangible assets and other tangible assets

These assets are tested individually or combined with other assets if they do not generate any cash flow independently of other assets. Where appropriate, technical losses are taken into account and applied pro rata to the unrealized capital gains on property assets contributed in order to test for depreciation.

Impairment relating to intangible and other tangible assets may subsequently be reversed if the recoverable value again becomes higher than the net book value.

Intangible asset impairment tests are carried out per cash-generating unit on the basis of future discounted cash f lows and terminal value realized stemming from medium term plans (four-year forecasts following that of closure).

The discount rates used are determined before tax.

3.8. LEASING AND FINANCIAL-LEASING CONTRACTS

As part of its various businesses, the Company uses assets made available to it in accordance with leasing or f inancial-leasing contracts, or provides assets in accordance with leasing contracts.

From the lessee’s point of view

Payments made for leasing and financial-leasing contracts are booked as expenses on a straight-line basis over the period of the contract.

From the lessor’s point of view

With leases from the lessor ’s point of view, rental income is recorded on a straight line basis over the firm terms of the leases. Consequently, any particular provisions and benefits specified in the leases (exemptions, payment holidays, key money) are spread over the fixed term of the lease, without taking indexing into account. The reference period used is the first f irm term of the lease.

Any expenses directly incurred and paid to third parties for setting up a lease are recorded under the assets, under “tangible assets” and amortized over the fixed term of the lease.

3.9. BORROWING COSTS

The Company has elected to include borrowing costs directly attributable to construction or production in the cost of the corresponding asset.

Borrowing costs are deducted from financial charges and included in the cost of construction up to the completion date of the works.

The borrowing costs incorporated into the value of assets are determined as follows:

◆ when funds are borrowed in order to construct an individual building, the borrowing costs that can be incorporated are the actual costs incurred over the year less any financial income from investing the borrowed funds temporarily;

◆ where the borrowed funds are used to construct several buildings, the borrowing costs that can be incorporated into the cost of the building are determined by applying a capitalization rate to the building costs. This capitalization rate is equal to the weighted average of current borrowing costs for the year other than the costs of borrowings specif ically taken out for the construction of specif ic buildings. The capitalized amount is limited to the amount of costs actually borne.

3.10. PARTICIPATING INTERESTS, RELATED RECEIVABLES AND OTHER FIXED INVESTMENTS

Participating interests and other f ixed investments are booked to assets at their cost of purchase, contribution or subscription, excluding expenses. Receivables associated with equity ownership are booked at their nominal value.

When the inventory value is below the entry value, depreciation is recorded.

Participating interests

Subsequent to purchase, participating interests, whether listed or not, are valued at their going-concern value. This value is mainly



determined according to the following criteria: the corrected net assets and the profitability of the company evaluated mainly by reference to the enterprise value net of f inancial debts. The enterprise value is based on the discounted cash flow method and, where appropriate, the comparable multiples method.

Investment-related receivables and other related�parties

Cash advances subject to repayment schedule are classif ied under “Receivables associated with investments and other related parties”, other cash advances are classified under “Related advances”. Advances are deigned to cover the financing needs of subsidiaries’ operations.

Receivables associated with equity ownership are only depreciated if the corresponding securities have previously been fully depreciated. The depreciation is equal to the inventory value of the securities reduced by their entry value, within the limit of the nominal value of the receivable.

Judgment of the recoverable character of receivables associated with general partnerships also takes into account the situation of other partners.

Other } xed investments

For securities in listed companies, the inventory value is the current value, determined on the basis of the average price over the last month of the financial year.

For securities in non-listed companies, the inventory value is the current value, assessed through recognized evaluation techniques (reference to recent transactions, discounted cash flow, quota share of net assets, etc.). Exceptionally certain securities, which do not have a price quoted on an active market and whose current value cannot be assessed reliably, are valued at the cost of acquisition.

3.11. INVENTORY

Inventory is booked at its acquisition or production cost. At each close, it is valued at its production cost or net realization value, whichever is lower.

The net realization value represents the estimated selling price in the normal course of business, less expected costs to complete or realize the sale.

3.12. TRADE RECEIVABLES

Trade receivables primarily consist of short term receivables. Depreciation is established when the book debt is higher than the amount recoverable. Trade receivables are depreciated on a case-by-case basis according to various criteria such as collection problems, litigation or the debtor’s situation.

3.13. INVESTMENT SECURITIES

Investment securities are booked to assets at their acquisition price. Impairment is recorded when their realizable value is below their net book value.

3.14. ICADE TREASURY SHARES

Treasury shares held under the liquidity contract are classified as “investment securities”. Other treasury shares are classified under “Other financial assets”. As these are listed shares, the inventory value is defined as the average share price of the last month of the period to determine potential impairment at year-end. Unrealized losses are subject to impairment.

3.15. PROVISIONS

A provision is accounted for as soon as there is a probable company obligation, resulting from past events, the extinction of which should result in an outflow of resources for the Company without at least an equivalent counterpart, the value of which can be estimated reliably.

All kinds of identified risks, particularly operational and financial risks, are monitored on a regular basis, which enables the amount of provisions considered necessary to be decided.

3.16. EMPLOYEE BENEFITS

Pension liabilities and long-service bonuses

Pension schemes, similar payments and other welfare benefits, which are analysed as defined benefits schemes (scheme in which the Company undertakes to guarantee a defined amount or level of benefit), are accounted for on the balance sheet on the basis of an actuarial assessment of the liability on the closing date, less the fair value of the assets of the related scheme which are dedicated to them. Contributions paid under schemes which are analysed as defined contribution schemes, in other words where the Company has no obligation other than to pay the contributions, are accounted for under expenses for the year.

The provision appearing in the individual accounts is calculated according to the projected credit units method and takes the related social security charges into account.

Actuarial discrepancies are due to distortions between the assumptions used and reality or changes in the assumptions used to calculate commitments and the assets assigned to cover them:

◆ staff turnover rates;

◆ rate of wage increases;

◆ discount rate ;

◆ mortality tables;

◆ rate of return on assets.



The actuarial discrepancies are accounted for in the income statement in the year in which they are noted.

As the accounting rules do not specify the accounts treatment in the case of legislative or regulatory reforms impacting pre-existing regimes, the option accepted by Icade consists of considering these impacts as a change of regime, in terms of the cost of past services spread over the residual duration of rights acquisition.

Bonuses paid for long service during the working life of employees are covered by a provision. This is assessed taking into account the likelihood that the employees will reach the required length of service for each stage and is discounted at the end of each year.

Employee pro} t-sharing

The provisions for profit-sharing and share-incentive schemes are determined according to the terms of Icade Group agreements in force.

3.17. FINANCIAL DEBTS AND RATE�HEDGING

Financial debts

Loans and other financial liabilities bearing interest are recorded at their nominal repayment value. Issue premiums and expenses are generally recorded to assets and spread over the lifetime of the loan according to the straight-line method.

Derivatives and hedge accounting

The Company uses financial derivatives (swaps, rates options and swaptions) to hedge its exposure to the market risk stemming from interest rate fluctuations. Derivatives are used within the framework of a Group rates risk management policy.

The fair value of the derivatives shown in the appendix is calculated by commonly accepted models (future discounted cash flow method, Black and Scholes method, etc.), and based on market data.

Unrealized gains and losses resulting from the difference between the market value of the contracts estimated on the date of the closing of the year and their book value are not recognized.

The bonuses paid when the rate options are set up are linearly depreciated over the lifetime of these instruments.

3.18. HYBRID FINANCIAL INSTRUMENTS

Hybrid f inancial instruments issued by Icade are analysed according to the substance of the contractual agreements. They are presented in “other shareholders’ equity”.

3.19. TAX

Icade is eligible for the SIIC system (specified by article 208 C of the French General Tax Code).

In return for tax exemption, the application of the SIIC system entails specif ic obligations with regard to the distribution of dividends, and the immediate recognition as expenses of an exit tax at a rate of 19% calculated on unrealized capital gains at the date of adoption of the system relating to properties and partnerships not subject to corporation tax. This tax is payable in quarters.

The specific obligations concerning the distribution of dividends are as follows:

◆ 85% of profits from leasing activities;

◆ 50% of capital gains on disposals; and

◆ 100% of the dividends paid by subsidiaries having opted to be subject to corporation tax.

The Company’s taxable income is divided into two separate sectors:

◆ an SIIC sector exempt from tax on current earnings from leasing activities, capital gains on disposals and dividends received from subsidiaries subject to the SIIC regime;

◆ a sector taxable under common law in respect of other activities.


INDIVIDUAL ANNUAL ACCOUNTS – NOTES ON THE BALANCE SHEET

4. Notes on the balance sheet

The reduction in intangible assets is primarily due to technical losses relating to the disposal of assets.

In the 2012 financial year, the sum of loan costs integrated with the gross value of fixed assets was 19 thousand euros, all of which is accounted for under assets under construction. The rate used for capitalizing these financial expenses stood at 4.14%.

4.1. TANGIBLE AND INTANGIBLE ASSETS

Fixed assets (in thousands of euros)

Gross value at

31/12/2011

Mergers and

contributions

Increases, acquisition

creations or contributed

assets

Decreases, sales or end

of serviceOther

movements

Gross value at

31/12/2012

INTANGIBLES(1) 27,731 1,226 1,052 (5,650) (28) 24,330

TANGIBLES

Land 801,820 - - (22,963) (8) 778,850

Buildings 1,170,148 1,292 (2,500) (19,326) 50,153 1,199,768

OTHER TANGIBLE ASSETS

Transport equipment 43 - - (21) - 22

Office equipment and tooling 707 - - - - 707

Furnishings and IT equipment 8,975 411 - (298) 182 9,269

Recoverable packaging and miscellaneous

44 - - - - 44

ASSETS UNDER CONSTRUCTION 60,666 299 30,517 (2,741) (50,299) 38,442

Including advances and deductions for assets under construction 7 - 663 (10) (583) 77

Subbtotaal 2,042,404 2,002 28,017 ((45,3499) 28 2,027,103

GENERAL TOTAL 2,070,135 3,228 29,069 (51,000) - 2,051,388

(1) Including technical loss for 5,587 thousand euros.



4.3. FINANCIAL ASSETS

Fixed assets (in thousands of euros) 31/12/2011

Mergers and

contributions

Increases Acquisitions

creationsDecreases,

disposals

Point to point credit

transfer 31/12/2012

Participating interests 2,239,168 (42,824) 65,159 (6,167) - 2,255,336

Investment-related receivables and other related parties 618,857 - 390,537 (40,169) - 969,225

Other fixed investments - - - - - -

Other financial assets

Loans 415 - - (124) - 291

Treasury shares 21,976 - - - - 21,976

Deposits & sureties 621 - - (123) - 498

Other property receivables - - - - - -

Advances and deductions other assets - - - - - -

GROSS 2,881,037 (42,824) 455,696 (46,583) - 3,247,326

Imppairmmeent 202,579 1,829 109,004 ((28,6466) - 284,766

NET 2,678,458 (44,653) 346,692 (20,937) - 2,962,560

4.2. STATEMENT OF AMORTIZATION AND IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS

Amortization and depreciation (in thousands of euros) 31/12/2011

Mergers and

contributions

Allocations for amortization

and impairment

Write-backs (Items

exiting the assets)

Other movements 31/12/2012

INTANGIBLES 18,171 - 1,092 (1,050) (298) 17,914

TANGIBLES

Land 111,392 - 21,091 (8,821) - 123,663

Buildings 334,991 256 54,756 (7,570) 298 382,731

OTHER TANGIBLE ASSETS

Transport equipment 43 - - (21) - 22

Office equipment and tooling 621 - 20 - - 641

Furnishings and IT equipment 5,482 201 1,287 (298) - 6,672

Assets under construction - - - - - -

Subbtotaal 452,529 457 77,154 ((16,7100) 298 513,728

GENERAL TOTAL 470,700 457 78,246 (17,761) - 531,642



Participating interests

The change in participating interests is due to the following transactions:

(in thousands of euros) Participating interests

31 DDeceemmber 2011 2,239,168

SCI PDM3 Merger (41,198)

SAS Icade Services Merger (27,967)

SAS MILU Investments Merger (356)

Contributions of consecutive shares to mergers 26,697

Capital increase from SASU Icade Santé 45,000

Other capital increases 20,159

Reduction of capital stock Immobiliaria Caisse Des Dépôts Espana (2,139)

Sale of SAS Icade Résidences Services (4,000)

Company liquidations (28)

31 DDeceemmber 2012 2,255,336

Investment-related receivables and other related parties

Details of receivables associated with accounts receivable are as follows:

(in thousands of euros)

Receivables associated

31/12/2012 31/12/2011

Gross amounts 966,489 615,891

Interest accrued 2,736 2,966

Totaal 969,225 618,857

Imppairmmeent - -

NET 969,225 618,857

Changes in receivables associated with investment-related receivables during the financial year are detailed as follows:

(in thousands of euros)Accounts receivable

(excluding ICNE)

31 DDeceemmber 2011 615,891

Set-up of financing for Silic 350,000

Set-up of financing for Icade Santé 39,929

Other financing set up 608

Icade REIT repayment (13,082)

Icade Promotion Logement repayment (10,218)

Icade Santé repayment (7,776)

Other repayments during the financial year (8,863)

31 DDeceemmber 2012 966,489



Impairment

The main impairment changes are as follows:


Depreciation of

participating interests

Depreciation of accounts

receivable

Depreciation of other financial

assets Total

31 DDeceemmber 2011 193,820 - 88,759 202,579

Contributions of consecutives to mergers 1,829 - - 1,829

Allocations for depreciation(1) 109,004 - - 109,004

Depreciation write-backs (25,873) - - (25,873)

Reversal of depreciation of own shares - - (2,773) (2,773)

31 DDeceemmber 2012 278,780 - 55,986 284,766

(1) Mainly concerning the companies Icade Tour EQHO, Sarvilep and the SCI Gascogne.

4.4. STATEMENT OF INSTALMENTS ON RECEIVABLES

(in thousands of euros)Gross amount

31/12/2012 - 1 yearBetween 1 and

5�years

+ 5 years or instalment

not set

CAPITAL ASSETS

Receivables associated with equity ownership 969,225 324,742 506,209 138,274

Loans 291 69 106 116

Deposits and sureties and other receivables 498 17 137 344

Treasury shares 21,976 21,976 - -

CURRENT ASSETS

Advances and downpayments paid and to be received 9,112 9,112 - -

Trade receivables 30,662 30,662 - -

Personnel and related accounts 46 46 - -

Social security and other social bodies 107 107 - -

Corporate tax - - - -

Corporate tax on added value 4,768 4,768 - -

Other corporate taxes other than on income 2 2 - -

Group and associates 1,273,738 1,273,738 - -

Miscellaneous debtors 30,815 30,242 573 -

PREPAYMENTS 942 942 - -

CHARGES TO BE SPREAD 12,096 3,599 8,277 220

TOTAL 2,354,278 1,700,022 515,302 138,954

Accrued income totalled 34,748 thousand euros.



4.5. SECURITIES AVAILABLE

(in thousands of euros)Gross value at

31/12/2012

Amortization and depreciation

31/12/2012Gross value at

31/12/2012Gross value at

31/12/2011

Investment securities (excluding accrued interest not yet due) 141,001 - 141,001 92,563

Interest accrued on investment securities 406 - 406 246

Bank balances and other liquid assets 77,189 - 77,189 20,064

TOTAL 218,596 - 218,596 112,873

The investment securities (excluding ICNE) are broken down as follows (in thousands of euros):

◆ Treasury shares - liquidity contract: -

◆ Money-market UCITS: 69,852

◆ Other financial assets: 71,149


Securities available (gross assets) excluding accrued interest not yet due 218,190 114,728

Investment securities (excluding accrued interest not yet due) (1,915) (1,870)

Net cassh aavailable 216,275 112,858

4.6. CAPITAL

Capital

31/12/2012 31/12/2011

NumberCapital

in thousands of euros NumberCapital

in thousands of euros

Shares issued

Fully paid 52,000,517 79,264 51,992,262 79,251

TOTAL 52,000,517 79,264 51,992,262 79,251

Changes in number of shares in circulation

Number of shares

Capitalin thousands

of euros

31 DDeceemmber 2011 51,992,2662 79,251

Increases in capital following the exercise of subscription options 8,255 13

31 DDeceemmber 2012 522,000,517 79,264



Capital Holding

Holders

Capital

Number of shares

% of voting rights

HoldCo SIIC 28,895,228 55.82%

Other holders 22,869,060 44.18%

Treasury shares 236,229 -

TOTAL 52,000,517 100.00%

4.7. CAPITAL AND RESERVES

(in thousands of euros) 31/12/2011

Appropriation of income Other movements 31/12/2012Reserves Dividends

Capital 79,251 - - 13 79,264

Premium issues 68,633 - - 502 69,135

Merger premiums 1,028,215 - - - 1,028,215

Including merger proceeds 65,466 - - - 65,466

Premium contributions 143,359 - - - 143,359

Premiums for share bond conversions 63,143 - - - 63,143

Special reserve for revaluation 12,734 - - - 12,734

SIIC 2003 re-evaluation differences 172,995 - - - 172,995

Legal reserve 7,897 28 - - 7,925

Other reserves - - - - -

Balance brought forward 1,333,490 (100,415) - - 1,233,075

Net income for the preceding period 92,176 100,387 (192,563) - -

Net income for the period - - - 61,199 61,199

Subbtotaal 3,0001,893 - (192,563) 611,714 2,871,044

Investment grants 505 - - (43) 462

Regulated provisions 4 - - (1) 3

TOTAL 3,002,402 - (192,563) 61,670 2,871,509



4.8. PROVISIONS FOR CONTINGENCIES AND LIABILITIES

(in thousands of euros) Nature 31/12/2011 Mergers Allocations

Write-backs for

use

Write-backs

with no purpose 31/12/2012

Provisions for risks

Subsidiary risks � nancial 33 985 2 1,000 - 20

Tax risks non-recurring 35 - - - - 35

Litigation & Other provisions for7liabilities

extraordinary/operations 8,125 24 4,463 6,109 24 5,478

Subb-tottal 8,192 1,0009 3,465 77,1099 24 5,533

Provisions for charges

Retirement benefits operational 4,060 341 60 364 - 4,097

Pensions and similar obligations operational 292 - - 17 - 275

Long-service medals operational 166 10 744 - - 920

Other provisions for charges operational 1,196 - - - - 1,196

Subb-tottal 5,714 3551 804 3811 - 6,488

TOTAL 13,906 1,360 4,269 7,490 24 12,021

Icade identifies several types of provisions. In addition to pension payments and similar commitments, which are subject to specific explanations (see paragraph 4.10), provisions are made whenever the contingencies and liabilities identif ied are the result of past events creating a probable obligation to disburse resources.

The identif ied contingencies and liabilities are as follows:

◆ Provisions for tax risks cover the accepted checks for which reassessment notices were received as of 31 December 2012.

Icade was audited in 2010.

In its proposed correction dated 8 December 2010, the tax administration questioned the market values as of 31 December 2006, based on the property valuations that were used as the basis for calculating the exit tax (corporate tax at the rate of 16.50%) during the merger/absorption of Icade Patrimoine (Assets) as of 1 January 2007. As a result, the exit tax bases were increased, generating additional tax of 204 million euros in principal. After taking note of the Company’s observations (on 11 February 2011), the tax administration reduced the amount of this supplementary tax (on 26 September 2011), bringing it to 180 million euros, in principal. Through a new correcting proposal ( 26 April 2012), the tax authorities indicated to Icade that they were thinking of modifying the applicable tax rate by

a fraction of the increased amounts, bringing it from 16.5% to 19%. The supplementary tax would then be brought to 206 million euros. The company continues to dispute the entirety of this correcting proposal, according to its off ice counsel. Consequently, as was the case on 31 December 2011, no provision was recorded for this purpose on 31 December 2012.

As the process currently stands, the disagreement between the tax administration and Icade on the value of these assets as of 31 December 2006 is subject to the opinion of the Commission Nationale des Impôts Directs et Taxes sur le Chiffre d’Affaires .

◆ within the framework of its business activity, Icade is faced with disputes. On the basis of a risk analysis established by management and its legal advisors, the provisions made are considered adequate at the close of the year and the Company also considers that it possesses all the information enabling it to support its position. Provisions that are individually signif icant as of 31 December 2012 primarily represent tenant disputes, labour tribunals and contractual commitments made in the course of its normal business.



4.9. COMMITMENTS TO PERSONNEL

Variation in cost of services rendered and fair value of hedging


31/12/2012 31/12/2011

Hedged commitment

Non-hedged commitment Total

Hedged commitment


Actuarial debts at closing (1) 3,146 - 3,146 3,528 - 3,528

System change (2) 364 - 364 - - -

Impact of mergers and other movements (3) 341 - 341 - - -

Cost of services rendered during the year (a) 252 - 252 188 - 188

Financial cost for the year (a) 167 - 167 96 - 96

Past service costs recognized (a) - - - (193) - (193)

Costs foor tthe period ±(a) 419 - 419 91 - 91

Benefits paid out (4) 610 - (610) (737) - (737)

Actuarial (gains) losses for the year (5) 63 - 63 71 - 71

Variation in past service costs not recognized (6) - - - 193 - 193

Clossingg acctuarial liability (A)) =((1)+(2)+±(a)+(33)++(4))+(5) +(6) 3,723 - 3,723 3,1146 - 3,146

Valuue oof hhedging assetts - - - - - -

Opening fair value of hedging assets (6) - - - - - -

Impact of mergers and other movements (7) - - - - - -

Impact of capping hedging assets recognized - - - - - -

Amount of charges to be repaid recorded separately under assets - - - - - -

Expected return on assets (b) - - - - - -

Contributions (b) - - - - - -

Benefits provided (b) - - - - -

Actuarial gains (losses) for the year (b) - - - - - -

Clossingg faair value of hedgingg assets (B) =±±(bb)+(6)+(7) - - - - - -



Amounts recognized on the balance sheet and income statement


31/12/2012 31/12/2011

Hedged commitment


Hedged commitment


Actuarial debts at closing 3,723 - 3,723 3,146 - 3,146

Fair value of hedging assets - - - - - -

Past service costs not recognized 649 - 649 1,206 - 1,206

Liabbilitiiess recognized iin the balanncee shheet 44,372 - 4,372 4,3552 - 4,352

Cost of services rendered during the year 252 - 252 188 - 188

Financial cost for the year 167 - 167 96 - 96

Return on assets - - - - - -

Actuarial (gains) losses for the year 63 - 63 71 - 71

Past service costs recognized (193) - (193) (193) - (193)

Impact of reduction or liquidation of plan

Incoomee annd expenses recognized inn thhe incoomee sttatement 289 - 289 1662 - 162

Variation in net liabilities recognized on the balance sheet


31/12/2012 31/12/2011

Hedged commitment


Hedged commitment


Opening net liabilities 4,352 - 4,352 4,927 - 4,927

Impact of mergers and other movements 341 - 341 - - -

Income and expenses recognized in the income statement 289 - 289 162 - 162

Benefits paid out (610) - (610) (737) - (737)

Contributions paid - - - - - -

Net liabbilitties at closinng 44,372 - 4,372 4,3552 - 4,352

Commitments to staff are assessed on 31 December 2012 according to the modes of the Unique Agreement of the Icade Group signed on 17 December 2012.

The impact of this new agreement on the assessment of allowances for retirements totalled (0.4) million euros and, being a system change, corresponds to the costs of services rendered not recognized over the year and remaining to be amortized.

In total, the cost of services rendered that are not recognized and remain to be spread, related to the various system changes amounted to 649 thousand euros as of 31 December 2012 compared with 1,206 thousand euros as of 31 December 2011.



The following actuarial assumptions were used:

◆ discount rate: 2.80% as of 31 December 2012 and 3.05% as of 31 December 2011; The discount rate used starting at the end of the financial year December 31, 2012 is henceforth defined with respect to the iBoxx € Corporates AA 10+ reference. This reference represents more explicitly, to our knowledge, as of 31 December 2012, the rate of return of the premier category corporate bonds;

◆ male/female mortality tables: TH 2008-2010 and TF 2008-2010 as of 31 December 2012 and 31 December 2011;

◆ inflation rate: 2%;

◆ retirement age starting in 2008: 62 for employed categories and employees, technicians and supervisors and 64 for managers.

Wage increases and staff turnover rates are defined by business, occupational category and age range. Social security and tax rates on salaries are defined by job and occupational category. Pension payments are valued according to the probable determination method.

Moreover, the Group recognizes long-term commitments in the form of long-service bonuses and jubilee payments.


Long-service bonuses and jubilee payments 920 166

TOTAL LONG-TERM BENEFITS 920 166

The impact of the unique agreement on the assessment of long-service medals is recognized in revenue the same as the change of the reference rate of the iBoxx € Corporates AA 7-10.

Possible compensation for termination of employment contracts, and other postponed remuneration for senior executives


Icade Executive Committee 3,606

Icade other employees 1,477

TOTAL NOT RECOGNIZED 5,077

In light of current decisions taken by management, employment-related benefits affecting Icade employees are not covered by any provision.

4.10. STOCK OPTION SUBSCRIPTION AND BONUS STOCK PLANS

As part of the delegation received by the Combined Ordinary and Extraordinary General Meeting of 15 April 2009, the Board of Directors on 16 February 2012 decided the terms of a new stock option plan intended for executives as well a bonus share plan for all Group employees, whose characteristics are presented below.

The following stock option subscription plans were current at 31 December 2012:

Stock option subscription and bonus share plans�2006, 2007, 2008 and 2011

The characteristics of the other stock subscription plans current at 31 December 2012 and share price movements during fiscal 2012 are presented in the following table:



2006 plans: fulfilled 2007 plans: fulfilled 2008 plans: fulfilled 2011 Plan

Total plans

Average price of

exercise per share

(€)“1-2006” (a) “2-2006” (b) “1-2007” (a) “2-2007” (b) “1-2008” (a) “1.2-2008” (a) “1-2011” (a)

Allocation date 6/29/06 6/29/06 01/08/07 01/08/07 01/03/08 07/24/08 03/03/11

Date of amendment of performance conditions not related to the market 12/14/06 - - - - -

Acquisition period (in years) 3.8 4 4 4 4 4 4

Life of the plans (in years) 6 6 6 6 6 7 8

Number of options granted 430,240 816,650 456,000 188,000 54,500 145,000 147,500 2,237,890

Exercise price (in euros)(1) 31.72 31.72 47.31 47.31 103.01 66.61 80.86

Number of options as of 1 January 2012 23,284 277,052 344,034 142,614 55,045 138,500 146,500 1,127,029 80.83

Number of options allocated over the period (Board of Directors decision dated 2/16/2012) - - - - - 1,500 - 1,500 66.61

Adjustments - - - - - - - - -

Number of options exercised during the period 4,346 12,164 - - - - - 16,510 63.44

Number of options cancelled during the period - 410 - 7,640 12,386 29,200 1,500 51,136 78.89

Number of options cancelled (Plan7matured) 18,938 264,478 - - - - - 283,416 63.44

Number of options in circulation as of 31 December 2012 0 0 344,034 134,974 42,659 110,800 145,000 777,467 85.81

Including those assigned to related parties - - 43,318 - 42,659 85,000 95,000 265,977

Including those to be exercised at the end of the period - - 344,034 134,974 42,659 110,800 - -

Fulfilment of performance conditions

- performance conditions related to the market

acquired: 22.5% NA

acquired: 22.5% NA

acquired: 15% 0.0% 0.0%

- performance conditions not related to the market

acquired: 30.0%

acquired: 30.0% NA

acquired: 22.5% NA 0.0%

Parity(1) 1 option = 0.5 share 1 option = 1 share

Potential number of shares 0 0 172,017 67,487 42,659 110,800 145,000 537,963

Exercise price per share (in euros) 63.44 63.44 94.62 94.62 103.01 66.61 80.86 85.81

Averrage shaare price on thee date of exxercissing options (in eurros) 663.32

(1) Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of stock options, following the distribution of

part of the 2006 and 2007 dividends by drawing on reserves (Boards of Directors of 31 August 2007 and 16 April 2008).

(a) Stock option plans with performance conditions related and not related to the market:

Plans 1-2006, 1-2007 and 1-2008: the performance condition is based on the achievement of an annual NPGS rate and the development of the price of Icade

shares compared to a reference price.

Plan 1-2-2008: the performance condition is based on the development of the price of Icade shares compared to the development of the IEIF index.

Plan 1-2011: the performance condition is based on the achievement of the rate of the net annual cash ~ ow and the development of the price of Icade shares

compared to the development of the IEIF index.

(b) Stock option plans without performance conditions.

The exercise period of Plans “1-2006” and “2-2006” matured on 29 June 2012.

As of 31 December 2012, 632,467 share subscription options representing 392,852 shares were exercisable for Plans “1-2007,” “2-2007,” “1-2008,” and “1.2-2008.”



Method of valuation: fair value of stock option subscription plans

2007 plans: fulfilled 2008 plans: fulfilled 2011 plan”“1-2011”

Plan 1“1-2007”

Plan 1“2-2007”

Plan 2“1-2008”

Plan 1“1.2-2008”

Plan 2

Average weighted fair value of the option 12.81€ 12.81€ 35.75€ 13.92€ 19.00€

Probability of service 100.00% 100.00% 94.81% 94.00% 85.49%

Risk-free interest rate 3.95% 3.95% 4.00% 4.75% 3.38%

Expected volatility 20% 20% 40% 32% 33%

Expected dividend rate 1.32% 1.32% 3.19% 4.73% 4.00%

Price of underlying stock 49.61€ 49.61€ 105.00€ 71.90€ 82.43€

Exercise price 47.31€ 47.31€ 103.01€ 66.61€ 80.86€

Moddel uuseed Trinomiaal Trinomial Trrinomiaal Triinomial Trinommial

Bonus share plans

The “1-2012” and “2-2012” bonus share allocation plans provide for the allocation of 15 free shares per employee or director.

The free share allocation plan “2-2012” dedicated to the executive committee members and to the coordination committee members bears:

◆ 50% unconditioned free shares;

◆ 50% free shares conditioned on the fulf i lment of a performance condition not related to the market.

The following table shows the characteristics of the bonus share plans current on 31 December 2012:

Original characteristics of the Plans

Adjustment parity(3)

Number of adjusted shares

Exchange parity(2)

Number of shares as of 1 January 2012

Movements over the period

Number of shares as of 31 December 2012

PlansAllocation

dateAcquisition

period

Life of the plans

Number of shares allocated

at the origin of the Plan

including number

of shares acquired

including number

of shares allocated

including number

of shares acquired

including number

of shares allocated


conditions(3)

shares out-standing

cancelled shares

including number

of shares acquired

including number

of shares allocated


conditions(3)

19/01/09 2 years 4 years 78,876 1.53 - 113,011 5/39 14,489 - 6,139 - - 14,489 - -

2009(1) 01/07/09 2 years 4 years 37,500 1.13 - 42,219 5/39 5,412 - 5,412 - - 5,412 - 5,412

29/09/09 2 years 4 years 46,500 1.13 - 52,351 5/39 6,713 - - - - 6,713 - -

2011 03/03/11 2 years 4 years 17,660 - - - - 10 15,890 - - 910 10 14,980 -

1 - 2012 02/03/ 12 2 years 4 years 26,190 - - - - - - - - 1,305 - 24,885 -

2 - 2012(4) 02/03/12 2 years 4 years 28,290 - - - - - - - - 184 - 28,106 28,106

TOTAL - 207,581 26,623 15,890 11,551 - 2,399 26,624 67,971 33,518

(1) Plans originally issued by Compagnie La Lucette.

Consecutive adjustments to capital increases and to distributions of issue premiums subsequent to the granting of bonus shares.

(2) After merger of Compagnie la Lucette by Icade decided at the general meeting of 29 October 2010 applying the exchange parity used, i.e., 39 CLL shares for 5 Icade shares.

(3) The Board of Directors of Compagnie la Lucette of 7 September 2010 decided to transfer the bonus Icade shares assigned to certain bene( ciaries the performance conditions of the original plan, related to the market as a function of the

“Total Shareholder Return” (TSR) index.

(4) The free share Plan 2-1012 is discretionary: at the end of each year, ( fty percent (50%) of the provision can be acquired according to the performance conditions determined on the attainment of current net cash ~ ow.



4.11. FINANCIAL DEBTS


Loans and debts with credit institutions

Loans with credit institutions(1) 2,660,737 2,234,051

Interest accrued on loans from credit institutions 6,604 13,254

Bank credit balances 1,915 1,870

Interest accrued on bank credit balances - -

Bank loans and overdrafts - -

Interest accrued on bank loans and overdrafts - 10

Subbtotaal 2,669,256 2,249,185

Miscellaneous financial loans and debts

Interest accrued on other loans - -

Other loans 93,911 94,205

Interest accrued on other loans 557 586

Deposits and sureties received 27,220 26,101

Debts associated with equity interests - -

Subbtotaal 121,688 120,892

Group and associates

Group current accounts 266,798 401,498

Other Group debts 11,663 13,669

Subbtotaal 278,461 415,167

TOTAL 3,069,404 2,785,243

(1) These loans are hedged (see § 8.2) are further guaranteed through:

- privileges of lenders at the level of 255,000 thousand euros;

- security of shares at the level of 41,712 thousand euros.



4.12. DEBT MATURITY STATEMENT

(in thousands of euros)Gross amount at


5�years 5 years

Loans and debts with credit institutions

Loans with credit institutions 2,660,737 383,645 2,172,818 104,274

Interest accrued on loans from credit institutions 6,604 6,604 - -

Bank credit balances 1,915 1,915 - -

Interest accrued on bank credit balances - - - -

Bank loans and overdrafts - - - -

Interest accrued on bank loans and overdrafts - - - -

Subb-tottal 22,669,256 3992,164 2,1172,818 104,274

Miscellaneous financial loans and debts

Interest accrued on other loans - - - -

Other loans 93,911 91 17,089 76,731

Interest accrued on other loans 557 557 - -

Deposits and sureties received 27,219 738 334 26,147

Debts associated with equity interests - - - -

Subb-tottal 121,687 1,386 17,423 102,878

Group and associates

Group current accounts 266,798 266,798 - -

Other Group debts 11,663 11,663 - -

Subb-tottal 278,461 2778,461 - -

TOTAL 3,069,404 672,011 2,190,241 207,152

4.13. STATEMENT OF OPERATIONAL DEBT INSTALMENTS AND UNEARNED INCOME

(in thousands of euros)Gross amount at


5�years + 5 years

Advances and part-payments received on orders 1,481 1,481 - -

Suppliers and related accounts 18,613 18,613 - -

Personnel and related accounts 8,216 8,216 - -

Social security and other social organizations 5,166 5,166 - -

Employee profit-sharing and social contribution 34 34 - -

Corporation tax 3,890 2,897 993 -

Other taxes and similar 5,917 5,917 - -

Suppliers of fixed assets 17,113 17,113 - -

Other debts 6,902 6,902 - -

Deferred income(1) 36,478 1,150 1,512 33,816

TOTALS 103,811 67,490 2,505 33,816

(1) Including the building lease for the Bassin Nord transaction in the amount of 36,083 thousand euros.

Expenses payable totalled 48,498 thousand euros.



4.14. INFORMATION ON AFFILIATED COMPANIES AND SHAREHOLDINGS


31/12/2012

Related businesses

Businesses which the company has a participant association

ASSETS

Advances and deductions on assets

Investments 2,095,860 159,476

Investment-related receivables and other related parties 969,225 -

Loans - -

Advances and payments on account on orders 45 -

Trade accounts and notes receivable 4,567 374

Other receivables 1,082,217 192,615

LIABILITIES

Loans and debts with credit institutions 329,442 -

Miscellaneous financial loans and debts 269,389 9,124

Advances and part—payments received for orders in progress 441 -

Trade debtors and related accounts 2,131 -

Debts on capital assets and related accounts 153 -

Other debts 1,525 35,705

INCOME STATEMENT

Participating interests 155,315 11,566

Other financial income - -

Financial charges 14,176 3,911

The amount of the proceeds from sales of assets and property reserves made with affiliated companies and equity interests was 1,982 thousand euros.

Transactions with related parties are executed under normal market conditions.


INDIVIDUAL ANNUAL ACCOUNTS – CASH FLOW TABLE

5. Cash � ow table


I] OPERATING ACTIVITIES

Net profit 61,199 92,176

Allocations calculated for amortization, depreciation and other charges 144,758 5,893

Other accruals 1,967 -

Capital gains or losses on disposal of assets (39,713) 13,799

Dividends received (112,484) (41,504)

Cash flow from operating activities after cost of net financial debt and tax 55,727 70,364

Cost of net financial debt 91,128 91,787

Tax expense 4,004 547

Cash flow from operating activities before cost of net financial debt and tax 150,859 162,698

Interest paid (94,267) (91,862)

Tax paid 2,354 10,403

Change in working capital requirement related to operating activities (8,680) 13,980

NETT CAASHH FLOW FROMM OPERATINNGG ACCTIVITIES 50,266 95,219

II] INVESTMENT ACTIVITIES

Tangible and intangible assets

acquisitions (34,446) (46,935)

disposals 67,622 60,207

Investment grants received - -

Change in deposits paid and received 1,240 486

Operational investments 34,416 13,758

Other securities

acquisitions (309) -

disposals 1,645 5,287

Consolidated securities

acquisitions (65,288) (215,589)

disposals 25,465 13,463

movements on related accounts receivable - -

Dividends received 103,660 32,691

Financial investments 65,173 (164,148)

CASSH FFLOOW RELATED TO INVESTMMEENT TRANSACTIONNS 99,589 (150,3390)


INDIVIDUAL ANNUAL ACCOUNTS – CASH FLOW TABLE


III] FINANCING ACTIVITIES

Sums received from shareholders on increases in capital

paid by Icade shareholders 664 11,752

paid by minority shareholders of consolidated subsidiaries - -

Dividends paid during the financial year

dividends (including deduction at source) and interims paid in the year by Icade (192,563) (170,621)

dividends and interims paid in the year to minority shareholders of consolidated subsidiaries - -

Automatic migration of results from SCIs - 8,978

Merger costs - -

Buy-back of treasury stock 14,164 (215,016)

Change in cash flow from capital transactions (177,735) (364,907)

Issues or subscriptions of borrowings and financial debts 795,000 525,604

Repayment of borrowings and financial debts (368,609) (287,781)

Purchase and sales of other financial assets (60,884) 142,898

Current accounts (6,187) (233,600)

Debts and investment-related receivables and other related parties (271,954) 158,015

Purchase and sales of derivative instruments (2,400) (9,093)

Change in cash flow from financing activities 84,966 296,043

NETT CAASHH FLOW FROMM FINANCINNG ACCTIVITIES (92,7769) (68,8864)

NET CHANGE IN CASH POSITION (I+II+III) 57,086 (124,035)

NETT CAASHH POSITION AAT THE STARRT OFF THE YEAR 18,184 142,042

IMPACT OF MERGERS 4 177

NETT CAASHH POSITION AAT THE END OF TTHE YEAR 75,274 18,184

Investment securities (excluding accrued interest not yet due) 141,001 94,674

NET CASH POSITION AVAILABLE (NOTE 4.5) 216,275 112,858


INDIVIDUAL ANNUAL ACCOUNTS – NOTES ON THE INCOME STATEMENT

6. Notes on the income statement

6.1. OPERATING PROFIT

Revenues


Rental income 142,137 149,832

Sale of goods 1,283 379

Provision of services 37,526 32,013

of which provision of central services 26,538 27,358

of which other services 10,988 4,656

TOTAL 180,946 182,224

All revenues are earned in France.

Other operating income


Re-invoicing of rental charges 35,830 42,546

Re-invoicing of expenses undertaken on behalf of subsidiaries 2,197 2,245

Fees for the Icade brand 10,978 12,105

Miscellaneous income 1,302 1,253

TOTAL 50,307 58,149

Operating expenses


Purchases and inventory changes 10,689 18,342

Outside services 65,923 58,834

Tax, duty and similar payments 20,193 20,245

Wages and salaries 25,105 25,292

Social security costs 11,329 10,781

Allocations for amortization and impairment 75,501 73,797

Depreciation on current assets 3,536 2,870

Provisions for liabilities and charges 4,268 1,011

Other expenses 4,686 5,015

TOTAL 221,230 216,187


INDIVIDUAL ANNUAL ACCOUNTS – NOTES ON THE INCOME STATEMENT

6.2. FINANCIAL PROFIT/ LOSS


Dividends 90,098 32,466

Share of profits from tax-transparent companies 28,178 25,466

Other income related to shareholding 49,390 54,567

Other financial income(1) 8,184 5,318

Reversal of financial provisions 31,542 81,990

Transfer of financial charges 19 1,113

Interest on BRS - (1,336)

Other interest charges (43,037) (45,526)

Share of loss on tax-transparent companies (5,793) (16,429)

Other income related to shareholding (3,840) (5,786)

Other financial charges (47,586) (52,017)

Financial provisions (109,006) (19,765)

TOTAL (1,850) 60,061

(1) Including merger proceeds of Icade Services for a total of 4,253 thousand euros.

6.3. NON-RECURRING PROFIT/LOSS

(in thousands of euros) Income Expenses Net impact

Sale of long term assets and equity investments 83,601 46,175 37,426

Litigation with a real estate promoter 4,237 4,452 (215)

Technical loss on SCI PDM 3 - 1,226 (1,226)

SCI Bas Longchamps liquidation 457 - 457

Other 2,878 4,059 (1,181)

TOTAL 91,173 55,912 35,261

6.4. INCOME TAX

Pursuant to the rules governing SIIC, Icade’s taxable income represented a profit of 5,672 thousand euros, after charges of reportable losses.

As of 31 December 2012, the residual amount of reportable losses amounted to 9,574 thousand euros.

Tax liability on the results for the year was 4,004 thousand euros and breaks down mainly as follows:

◆ tax determined for the year 2012 for 2,022 thousand euros;

◆ “exit tax” charge related to the PDM 4 building for 1,987 euros.

Authorization for the utilization of the tax deficits of Compagnie La Lucette prior to 1 January 2010 has been requested and is currently being reviewed by the Tax Administration.


INDIVIDUAL ANNUAL ACCOUNTS – OFF -BALANCE SHEET COMMITMENTS

7. OZ -balance sheet commitments

Commitments made


Maturity

< 1 year 1 to 5 years > 5 years

Sureties and guarantees given 145,028 20,844 74,789 49,395

Miscellaneous other commitments made 27,349 8,036 10,312 9,000

Minimum payments to be received on straightforward rental 9,377 5,777 1,521 2,079

Commitments for work given excluding PPP 38 38 - -

Liability guarantees granted 25,502 23,034 2,468 -

Completion guarantees given 80,311 80,311 - -

Financial guarantee given 350,000 - - 350,000

Purchase options given on PPP operations 41,593 - - 41,593

Sale options on housing-unit and business park transactions 184,639 3,139 181,500 -

Sale options – Finca sale and purchase 2,000 2,000 - -

TOTAL 865,837 143,179 270,590 452,067

Commitments received


Maturity

< 1 year 1 to 5 years > 5 years

Sureties and guarantees received 8,388 5,604 961 1,823

Minimum payments to be received on PPP operations 235,632 14,751 62,014 158,867

Miscellaneous other commitments received 4,284 751 806 2,727

Bank guarantees received 3,785 - 3,297 488

Credit lines received not used 895,000 - 895,000 -

Minimum payments to be received on straightforward rental 484,929 105,150 254,206 125,573

TOTAL 1,632,018 126,256 1,216,284 289,478


INDIVIDUAL ANNUAL ACCOUNTS – OTHER INFORMATION

8. Other information

8.1. POST-CLOSING EVENTS

On 21 January 2013, a sale promise under suspensive conditions concerning nine warehouses was signed. The related f inancial consequences have been accounted for in the accounts for the year 2012.

On 29 January 2013, the funds related to the mortgage financing of 180,000 thousand euros backed by the Parc du Pont de Flandres were raised.

8.2. COMMITMENTS FOR LOAN HEDGING INSTRUMENTS

(in €K)

31/12/2012Notional contract value

Average rate Total

Less than one year

More than one year and less than five


Swaps 3.54% 1,784,603 287,882 1,345,323 151,398

Rates options(1) 4.09% 205,920 105,920 100,000 -

TOTAL SWAPS AND RATE OPTIONS 1,990,523 393,802 1,445,323 151,398

(1) CAP and CAP graded.

The fair value of all derivative instruments at 31 December 2012 (excluding ICNE) is as follows:

◆ Swaps: (129,294) thousand euros;

◆ Rates options: 576 euros.

The variable-rate debt was hedged to 89.4% by swaps and rate options.

8.3. CONSOLIDATION

Icade’s consolidated accounts are consolidated into those of the Caisse des Dépôts according to the full-consolidation method.

8.4. REMUNERATION AND BENEFITS ALLOCATED FOR THE FINANCIAL YEAR TO ADMINISTRATORS AND MEMBERS OF THE EXECUTIVE COMMITTEE

(in €K thousand) 31/12/2012

Compensation paid 2,788

Director’s fees paid 221

TOTAL 3,009

8.5. HEADCOUNT

The number of full time employee as of 31 December 2012 was as follows:

CategoriesEmployees of the company

not made availableEmployees made

available Total

Managerial/executive staff (and similar) 238 4 242

Employees 58 - 58

TOTAL 296 4 300



8.6. TABLE OF SUBSIDIARIES AND SHAREHOLDINGS

(in thousands of euros) Capital

Shareholder’s equity

excuding capital

Share of capital

held in %

Book value of shares held

Loans and

Advances

Guarantees given to

subsidiaries Revenues

Income from the previous year end

(+ or -)Dividends

received

Obs. (date

of last balance

sheet)Gross Net

SUBSIDIARRIEES (held at over 50%)

SAS Icade Tour EQHO 250,037 1,102 100 350,037 251,139 236,148 - - (62,154) - 2012

SAS Sarvilep 1,000 116,064 100 156,500 134,886 - - - 7,243 49,608 2012

SASUIcade Promotion Logement 29,683 203,279 100 135,089 135,089 38,696 - 564,393 19,052 - 2012

SCI Icade-Leo Lagrange 121,911 3,176 100 121,911 121,911 137,857 - 16,803 3,176 - 2012

SCI Icade-Rue des Martinets 99,177 (28,207) 100 99,177 70,971 - - 5,670 4,551 - 2012

SCI Morey 76,027 (27,208) 100 76,028 46,798 49,020 - 2,372 2,020 - 2012

SCI Chambolle 72,353 (17,252) 100 72,354 47,220 7,881 - 6,067 7,881 - 2012

SAS Icade Bricolage 38,347 26,821 100 67,845 67,845 10,200 - 8,752 3,525 2,684 2012

SCI Mondotte 58,368 (5,632) 100 58,369 58,369 47,052 - 6,126 1,052 - 2012

SA Icade Finances 56,000 (35,172) 100 56,000 20,828 - - - (3,166) - 2012

SCI PDM 2 42,702 20,160 100 42,702 42,702 42,205 - 11,233 2,705 - 2012

SAS C.F.I. 26,977 15,608 100 40,788 40,788 44,547 - 6,916 (241) 6,698 2012

SCI PDM 1 39,652 28,051 100 39,652 39,652 47,416 - 13,356 4,416 - 2012

SCI Messine Participations 24,967 10,748 100 34,388 34,388 35,865 - 5,270 1,992 - 2012

SCI Gascogne 25,871 (15,438) 100 25,871 10,755 11,304 - 2,825 697 - 2012

SCI Icade 69 Bd Haussman 28,984 2,054 100 24,834 24,834 29,958 - 4,238 2,054 - 2012

SCI Le Tolbiac 22,938 249 100 22,938 22,938 41,129 - 2,115 249 - 2012

SCI Icade Camille des Moulins 15,862 3,876 100 17,869 17,869 20,161 - 3,450 1,879 - 2012

SCI Nanterre Étoile Park 10,790 1,133 100 16,441 11,923 12,880 - 1,512 1,046 - 2012

SAS Icade Conseil 270 1,259 100 12,829 12,700 608 - 7,184 643 1,566 2012

SCI Evry Européen 3,492 4,531 100 12,217 8,765 8,894 - 1,574 (184) - 2012

SCI Bati Gautier 1,530 2,773 100 11,474 11,474 2,346 - 3,818 2,331 - 2012

SCI Evry Mozart 5,665 374 100 10,676 6,361 6,976 - 1,377 289 - 2012

SCI Icade Morizet 9,100 996 100 10,234 10,234 12,646 - 2,104 996 - 2012

SCI 68 avenue Victor Hugo 7,822 1,835 100 7,822 7,822 10,369 - 1,923 1,872 - 2012

SCI 21 0 2,850 100 6,594 2,850 6,807 - 785 (2,925) 395 2012

SAS Icade Arcoba 3,230 128 100 4,637 3,358 - - 17,453 745 - 2012

SAS Icade Suretis 801 (251) 100 4,300 550 - - 7,667 (728) - 2012

SCI Marignane La Palun 1 (908) 100 3,686 414 2,974 - 402 (380) - 2012

SAS Iporta 500 401 100 2,700 2,700 - - 2,959 193 80 2012





excuding capital

Share of capital

held in %


Loans and

Advances

Guarantees given to



(+ or -)Dividends

received

Obs. (date

of last balance

sheet)Gross Net

SASIcade Property Management 3,450 1,938 100 2,406 2,406 - - 34,134 1,582 2,243 2012

SASU Icade Commerces 2,000 1,460 100 2,000 2,000 - - 398 1,259 14,214 2012

SCI BSM du CHU de Nancy 1,400 (4,062) 100 1,400 1,400 1,650 - 5,426 (1,587) - 2012

SCI Zeugma 0 1,151 100 1,383 1,151 - - - 1,204 - 2012

SCI Des Pays de Loire 637 (517) 100 576 120 - - - (62) - 2012

SCI 2C Marseille 480 (88) 100 479 479 770 - 583 (4) - 2012

SCI Residence de Sarcelles 201 (304) 100 214 98 47 - 94 (70) - 2012

SCI PCM 145 580 100 145 145 231 - 2,924 (154) - 2012

SAS Icade Transactions 524 733 100 131 131 219 - 3,617 (73) - 2012

SAInmobiliaria de la Caisse des Dépôts Espana(*) 60 642 100 68 68 - - 452 255 4,526 2012

GMBHIcade Reim Deutschland(*) 25 519 100 25 25 - - 1 314 - 2012

SCI Les Tovets 10 181 100 10 10 - - 327 113 85 2012

BV Icade Reit(*) 18 285,785 100 4 4 288,917 - - (3,132) 824 2012

SNC Mistral 1 530 100 1 1 678 - 60,000 (383) - 2012

SNC Capri Danton 1 - 100 1 1 - - - - - 2012

SCI BSP 10 (333) 99 10 10 - - 1,312 (406) - 2012

SCI La Sucriere 5 45 99 4 4 40 - - (2) - 2012

SNC Icade CBI 111,328 (679) 80 88,868 88,741 13,668 - 10,476 6,939 - 2012

SASIcade Asset Management 225 24 75 169 169 - - 1,316 24 - 2012

SAS Icade Santé 297,580 528,502 63 450,259 450,259 385,484 - 92,297 21,359 7,175 2012

SCI Severine 100 104 60 60 60 401 - 135 104 - 2012

SCI FAM de Lomme 900 412 51 459 459 322 - 788 106 5 2012

(*) Shareholders’ equity, revenues and pro( t/loss are established according to IFRS standards.





excuding capital

Share of capital

held in %


Loans and

Advances

Guarantees given to



(+ or -)Dividends

received

Obs. (date

of last balance

sheet)Gross Net

SUBSIDIARRIEES (held at betwween 10% and 500%)

SCI du Bassin du Nord 103,889 23,628 50 72,762 72,762 119,802 - 27,325 (7,822) - 2012

SCI ODYSSEUM PD FRANCE 97,712 4,740 50 49,220 49,220 55,621 - 19,953 4,739 - 2012

SCI CNM 420 793 50 210 210 102 - 1,033 (67) - 2012

SAS Icade Pierre pour Tous 37 (77) 49 18 - - - - (3) - 2012

SCI SCIA 2 (2) 49 1 1 47,228 - 1,285 (4,777) - 2012

SNC PB 3I PROMOTION 1 (1) 38 - - 2 - - - - 2012

SCI Terrasse Bellini 91,469 8,819 33 37,179 37,179 14,105 - 3,887 8,798 2,261 2012

SCI SCI De La Vision 1,500 1,512 22 330 330 - - 3,403 109 - 2012

SCICentre des Archives Diplomatiques 1,440 1,384 22 317 317 146 - 3,509 109 - 2012

SCIHôtel de Police Strasbourg 76 2,177 19 14 14 - - 4,116 2,098 333 2012

SAS Guyane Lycées 1,650 38,004 16 264 264 183 - 3,407 355 80 2011

SAS La Cite 1,618 (3) 16 259 259 2,329 - - - - 2011

SAS Chrysalis 40 5,398 16 6 6 - - 26 - - 2011

SAS UMAG 898 9,885 10 90 90 - - - (94) - 2011


Statutory Auditors’ report on the annual � nancial statementsStatutory Auditors’ report on the annual } nancial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186


STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS

Chapter 6

This is a free translation into English of the statutory auditors’ report on the financial statements issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the financial statements.

This report also includes information relative to the specific verif ication of information given in the management report and in the document addressed to the shareholders.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.


In compliance with the assignment entrusted to us by your shareholders’ annual general meeting, we hereby report to you, for the year ended 31 December 2012, on:

◆ the audit of the accompanying annual f inancial statements of Icade;

◆ the justif ication of our assessments;

◆ the specific verif ications and information required by law.

These annual f inancial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.

I - OPINION ON THE FINANCIAL STATEMENTS

We conducted our audit in accordance with the auditing standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or others methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the f inancial statements give a true and fair view of the f inancial position and assets and liabilities of Icade, as of 31 December 2012, and of the results of its operations for the year then ended in accordance with the accounting rules and principles applicable in France.

Without qualifying our opinion expressed above, we draw your attention on the part 4.8 of the notes to the financial statements that presents the accounting treatment relating to the tax audit that your company has supported with regard to the fiscal year 2007.

Statutory Auditors’ report on the annual � nancial statements FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012


STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS

II - JUSTIFICATION OF OUR ASSESSMENTS

In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de Commerce) relating to the justif ication of our assessments, we bring to your attention the following matters:

◆ The notes 3.2, 3.4, 3.5, 3.7 and 3.10 to the f inancial statements are describing the accounting rules and methods for the assessment of tangible and intangible fixed assets, equities, accounts receivables and other investments securities, as well as significant estimates made by the Company in connection with the implementation of impairment testing of these assets and the valuation of provisions.

The assessments were thus made in the context of the performance of our audit of the financial statements, taken as a whole, and therefore contributed to the formation of our audit opinion expressed in the first part of this report.

III - SPECIFIC VERIFICATIONS AND INFORMATION

We have also performed, in accordance with professional standards applicable in France, the specific verif ications required by law.

We have no matters to report regarding the fair presentation and the conformity with the f inancial statements of the information given in the management report of the Board of Directors, and in the documents addressed to the shareholders with respect to the financial position and the financial statements.

Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French Commercial Code relating to compensation and benefits received by the Directors and any other commitments made in their favor, we have verif ied its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.

In accordance with French law, we have ensured that the required information concerning the purchase of investments and controlling interests and the identify of the shareholders and holders of the voting rights has been properly disclosed in the management report.


The Statutory Auditors (French original signed by)




189ICADE • 2012 FINANCIAL AND LEGAL REPORT

Report of the Chairman of the Board of Directors1. Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

1.1 Reference to the AFEP-MEDEF Code .......................................................................................1901.2. Working of the Board of Directors ............................................................................................1921.3. Workings of the Board of Directors’ committees ...............................................................1961.4. Limits on the authority of the Chief Executive O� cer .....................................................1971.5. Speci; c conditions relative to shareholder participation

in the General Shareholders’ Meetings ..................................................................................1981.6. Principles and rules for setting remuneration and bene; ts

of all kinds granted to corporate executives ........................................................................1981.7. Publication of information speci; ed by Article L. 224-100-3

of the French Commercial Code .............................................................................................. 200

2. Procedures of internal control and risk management . . . . . . . . . . 2012.1. The audit framework .................................................................................................................... 2012.2. The objectives of the Group’s internal control ................................................................... 2012.3. The general approach to risks and internal control ......................................................... 2022.4. The guidance and supervision of the internal control mechanism ........................... 2022.5. The environment and procedures for controlling ; nancial and accounting

information ....................................................................................................................................... 2032.6. Change in the internal control, risks function and audit processes .......................... 204

190 ICADE • 2012 FINANCIAL AND LEGAL REPORT

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS – CORPORATE GOVERNANCE

Chapter 7Report of the Chairman of the Board of Directorsdrafted pursuant to Article L. 225-37 of the French Commercial Code

Pursuant to Article L. 225-37 of the Commercial Code, the Chairman of Icade’s Board of Directors reported on the composition of the board and application of the principle of balanced representation of men and women within its membership, conditions for preparing and organizing the Board of Directors’ activities, and internal control and risk management procedures implemented by Icade (Icade or the Company).

This report covers the period from 1 January to 31 December 2012. It was drafted following work carried out by the Chairman with the support of management. To develop this report, of the

management committees, the Chairman consulted with the Executive Committee in particular. The report was then submitted to the Audit, Risk Management and Sustainable Development Committee for comment.

It was also approved by the Board of Directors on 20 February 2013.

Icade’s internal regulations are available on the Company’s website (see: http://www.icade.fr/fo/fr/content/article/icade-emgp-gouvernance.do).

1. Corporate governance

1.1 REFERENCE TO THE AFEP-MEDEF CODE

Icade refers to the “Corporate Governance Code of Listed Companies” published by the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF ) of December 2008, and updated in April 2010 (the Reference Code), available at http://www.medef.fr.

To date, Icade applies all of the recommendations of the Reference Code except the recommendations below for the following reasons:

Protection measure Justification

Staggered renewal of the terms of corporate officers(Article 12, paragraph 2 of the Reference Code: “staggering the terms of office must be organised in a manner so as to avoid a mass renewal and to encourage a harmonious reappointment of corporate officers” )

Given the expiration dates of the various current terms of directors, the staggered renewal of the terms of corporate directors is in fact being applied, so there has been no need for it to be formally organised, specifically in the corporate articles of association.



Protection measure Justification

All of the options and bonus shares assigned to the senior executive corporate officer are subject to performance conditions(Article 20.2.3, paragraph 3 of the Reference Code: “exercise by the senior corporate officers of all of the options and share purchases must be related to performance conditions”)

The great majority, but not all, of the options or bonus shares assigned to the Chairman and CEO are subject to performance conditions.However, the Chairman and CEO undertook, during the Board of Directors meeting on 20 December 2012, to propose to the board that all options and bonus shares that are assigned to him in the future be subject to performance conditions, as needed.

Compared to the previous fiscal year, it is noted that the Company now complies with the recommendations of the Reference Code relating to:

(i) the absence of the Chairman and CEO on the Appointments and Remuneration Committee;

(ii) the presence of a majority of independent directors on the Appointments and Remuneration Committee; and

(iii) the organisation of meetings of directors outside the company (neither senior executive corporate officers nor employees) outside the presence of internal directors.

Indeed, the Board of Directors, on 20 December 2012, noted the resignation of the Chairman and CEO from his term as member of the Appointments and Remuneration Committee and named as a replacement a second independent director from the three members forming the said committee.

This same Board of Directors, on 20 December 2012, also decided to hold a meeting of outside directors without the presence of the internal directors during the 1st half of 2013.

Consequently, the Company’s compliance with the provisions of the Reference Code may be summarised as follows:

No Recommendation Compliance with the recommendation

1. Off-balance sheet and corporate risks (recommendation no 2.2) Yes

2. Information on the option of whether or not to separate the functions of the Chairman of the Board and the CEO (recommendation no 3.2) Yes

3. Board of Directors and strategy (recommendation no 4) Yes

4. Board of Directors and annual shareholders’ meeting (recommendation no 5.2) Yes

5. Independent directors (recommendation no 8) Yes

6. Assessment of the Board of Directors (recommendation no 9) Yes

7. Board sessions and committee meetings (recommendation no 10) Yes

8. Director access to information (recommendation no 11) Yes

9. Duration of the director functions (recommendation no 12) YesWith the exception of the staggered

reappointment of directors(explanations supplied in point 1.1 above)

10. Board Committees (recommendation no 13) Yes

11. Accounts Committee (recommendation no 14) Yes

12. Selection or Appointments Committee (recommendation no 15) Yes

13. Compensation Committee (recommendation no 16) Yes

14. Director ethics (recommendation no 17) Yes

15. Remuneration of directors (recommendation no 18) Yes



No Recommendation Compliance with the recommendation

16. Termination of work contract in the event of appointment to corporate office (recommendation no 19) Yes

17. Compensation of senior executive corporate officers (recommendation no 20) Yes

17.1 Fixed portion of compensation (recommendation no 20.2.1) Yes

17.2 Variable portion of compensation (recommendation no 20.2.2) Yes

17.3 Stock options and performance shares (recommendation no 20.2.3) No

17.4 Termination benefits (recommendation no 20.2.4) Yes

17.5 Supplemental retirement plans (recommendation no 20.2.5) N/A

18. Information on remuneration of senior executive corporate officers (recommendation no 21) Yes

18.1 Permanent information (recommendation no 21.1) Yes

18.2 Annual information (recommendation no 21.2) Yes

1.2. WORKING OF THE BOARD OF DIRECTORS

1.2.1. Duties and prerogatives

The Icade Board of Directors establishes the Company’s business strategy and supervises its implementation. Subject to the powers expressly reserved for shareholders’ meetings and within the limit of the corporate purpose, it addresses all questions relating to the due and proper functioning of Icade and settles matters concerning it through its discussions. The Board of Directors meets at least twice a year and whenever the interests of the company so require.

1.2.2. Composition of the Board of Directors

The Board of Directors may include between 3 (minimum) and 18 (maximum) members, appointed by the Company’s shareholders at the Annual General Meeting.

The directors are appointed for a term of office of four years, which is renewable. No one may be appointed as a director if, having exceeded the age of 70, his or her appointment would have the effect of bringing the number of directors who have exceeded this age to more than one third.

To date, the Icade Board of Directors consists of 15 members, including five women and six independent directors (i.e., 40% of the directors including two women): Cécile Daubignard, Benoît Faure-Jarrosson, Thomas Francis Gleeson, Marie-Christine Lambert, Benoît Maes and Olivier de Poulpiquet.

The percentage of women on the Board is currently 33.33%, and is consistent with the provisions of the law dated 27 January 2011 relating to the balanced representation of men and women on boards of directors, and ensures professional equality (20% in 2014 and 40% in 2017).

The average term of office of the Company’s directors is 4.3 years; their average age is 52.2 years and 6.7% of them are of foreign nationality.

As of 31 December 2012, the named list of directors is as follows:

◆ Caisse des Dépôts et Consignations, represented by Antoine Gosset-Grainville - reappointed on 7 April 2011, until the approval of the accounts for the financial year ending on 31 December 2014;

◆ Christian Bouvier - reappointed on 22 June 2012 until the approval of the accounts for the financial year ending on 31 December 2015;

◆ Cécile Daubignard - reappointed on 22 June 2012 until the approval of the accounts for the financial year ending on 31 December 2015;

◆ Jean-Paul Faugère - reappointed on 20 December 2012 until the approval of the accounts for the f inancial year ending on 31 December 2014;

◆ Benoît Faure-Jarrosson - reappointed on 7 April 2011 until the approval of the accounts for the financial year ending on 31 December 2014;

◆ Nathalie Gilly (CDC) - appointed on 7 April 2011, until the approval of the accounts for the financial year ending on 31 December 2014;

◆ Thomas Francis Gleeson, Irish nationality - reappointed on 16 April 2009 until the approval of the accounts for the financial year ending on 31 December 2012;

◆ Serge Grzybowski, Chairman and Chief Executive Officer of Icade - reappointed on 7 April 2011 until the approval of the accounts for the financial year ending on 31 December 2014;

◆ Marie-Christine Lambert - reappointed on 22 June 2012 until the approval of the accounts for the f inancial year ending on 31 December 2015;

◆ Benoît Maes - appointed on 22 June 2012 until the approval of the accounts for the financial year ending on 31 December 2015;



◆ Olivier Mareuse (CDC) - appointed on 31 May 2011, until the approval of the accounts for the financial year ending on 31 December 2014;

◆ Olivier de Poulpiquet - appointed on 22 June 2012, until the approval of the accounts for the financial year ending on 31 December 2013;

◆ Alain Quinet - reappointed on 22 June 2012 until the approval of the accounts for the financial year ending on 31 December 2015;

◆ Céline Scemama (CDC) - appointed on 7 April 2011, until the approval of the accounts for the financial year ending on 31 December 2014;

◆ Sabine Schimel (CDC) - appointed on 16 February 2010 to start 17 February 2010, until the approval of the accounts for the financial year ending on 31 December 2013.

The other appointments exercised by the directors are described in the section relating to the administration and direction of the Company in the 2012 Company Reference Document.

During the f inancial year 2012, the composition of the Icade Board of Directors changed as follows:

◆ the director appointments of Christian Bouvier, Marie-Christine Lambert and Alain Quinet ended on 22 June 2012;

◆ the Combined Shareholders’ Meeting of 22 June 2012 renewed the terms of office of Christian Bouvier, Marie-Christine Lambert and Alain Quinet, until the close of the Ordinary Shareholders’ Meeting to be called for 2016 to state the accounts for the financial year ending 31 December 2015;

◆ the Combined Shareholders’ Meeting of 22 June 2012 appointed Cécile Daubignard and Benoît Maes as directors, until the end of the Ordinary General Meeting to be called in 2016 to state the accounts for the financial year ending 31 December 2015;

◆ the Meeting of the Board of Directors of 22 June 2012 acknowledged the resignation of Alfonso Munk from his appointment as director, effective 31 May 2012;

◆ the Meeting of The Board of Directors of 22 June 2012 replacing Alfonso Munk, co-opted Olivier de Poulpiquet as director, for the remainder of the term of his predecessor, or until the close of the Ordinary General Meeting to be called for 2014 to state the accounts for the financial year ending 31 December 2013;

◆ the Meeting of the Board of Directors of 20 December 2012 acknowledged the resignation of Edward Arkwright from his appointment as director, effective 11 December 2012;

◆ the Meeting of the Board of Directors of 20 December 2012, replacing Edward Arkwright, co-opted Jean-Paul Faugère as director, for the remainder of the term of his predecessor, or until the close of the Ordinary General Meeting to be called in 2015 to state the accounts for the financial year ending 31 December 2014.

1.2.3. Independent directors

At its meeting of 20 February 2013, the Board of Directors of Icade has:

(i) on recommendation of the Appointments and Remuneration Committee, named independent directors Cécile Daubignard, Benoît Faure-Jarrosson, Marie-Christine Lambert, Thomas Francis Gleeson, Benoît Maes and Olivier de Poulpiquet;

(ii) examined case by case the independent directorships of these six directors and decided, on recommendation of the Appointments and Remuneration Committee, to declare these six directors as independent if each one of them satisfied all of the criteria required by the Reference Code to define the independence of these directors, namely if they:

a) are not an employee or corporate officer of the Company, employee or director of a company or entity of the Group and have not been so during the preceding five years,

b) are not a corporate off icer of a company in which the Company directly or indirectly holds a directorship or in which an employee designated as such, or a corporate officer of the Company, (currently or having been so for less than five years) holds a directorship,

c) are not a customer, supplier, commercial banker or financial banker of the Company or its Group, or for which the Company or its Group represents a significant share of activity nor are they linked directly or indirectly to any of the individuals mentioned above;

d) have no close family ties with a corporate off icer or employee holding management positions with a Group company or entity;

e) have not been, during the last five years, a statutory auditor of the Company, or of a company or entity holding at least 10% of the Company’s share capital or of a company in which the Company holds at least 10% of the share capital, when his/her term of office ended;

f ) have not been a Company director for more than 12 years, noting that the loss of status of independent director occurs only upon expiration of the term of office during which the 12-year duration is exceeded;

g) are not or do not represent a shareholder owning more than 10% of the share capital or voting rights in the Company or its parent company.

It is noted in the internal regulation of the Icade Board of Directors that the board may take the position that a director, although meeting the above criteria, may not be considered as independent given his specific situation or that of the Company, with regard to its shareholder structure or for any other reason, and vice versa.



No Icade independent director has business connections with the Company.

Icade, whose Board is composed of a total of 15 directors with more than a third of the directors being independent (40%), is in compliance with Article 8.2 of the Reference Code.

1.2.4. Convening and preparing the meetings of the Board of Directors

The current Articles of Association specify that meetings of the Board of Directors are convened by its Chairman at least five days in advance and by any written means. This period may be reduced if three directors, including the Chairman, have expressed their agreement to convene at shorter notice.

Prior to any meeting, each director receives information relevant to effective participation in the Board’s deliberations in such a way as to enable him/her to exercise his/her duties. The same procedure occurs at any time in the life of the Company, between Board meetings, when the importance or urgency of the information so requires it.

A director may ask the Chairman for any additional information that he/she considers necessary to effectively carry out his/her duties, particularly concerning the agenda of meetings.

A director may ask the Chairman to arrange for him/her to meet the senior executives of the Group, including when the Chairman is not present.

During each Board meeting, the Chairman informs its members of the main facts and significant events covering the life of the Group which have occurred since the date of the last Board meeting.

In the event of a conflict of interest of one or more directors on a topic which is subject to the decision of the Board of Directors, it is requested that they do not take part in the discussions and do not participate in the vote. This rule was applied during the financial year ending 31 December 2012, particularly within the context of the combination with Silic and the sale of Icade’s stake in PNE.

1.2.5. Frequency of Meetings of the Board of Directors

The Icade Board of Directors met eight times during the financial year 2012. The members of the Committee were present at a rate of 76.6%.

The table below shows each director’s 2012 Board of Directors meeting attendance rate:

DirectorsPresence at

meetingTotal number

at meeting

Individual attendance

rate

Caisse des Dépôts et Consignations represented by Antoine Gosset-Grainville 4 8 50%

Christian Bouvier 6 8 75%

Cécile Daubignard (starting 22 June 2012) 4 4 100%

Jean-Paul Faugère (starting 20 December 2012) 1 1 100%

Benoît Faure-Jarrosson 8 8 100%

Nathalie Gilly 5 8 62.5%

Thomas Francis Gleeson 8 8 100%

Marie-Christine Lambert 6 8 75%

Serge Grzybowski 8 8 100%

Benoît Maes (starting 22 June 2012) 3 4 75%

Olivier Mareuse 4 8 50%

Olivier de Poulpiquet (starting 22 June 2012) 2 3 75%

Alain Quinet 5 8 62.5%

Céline Scemama 6 8 75%

Sabine Schimel 8 8 100%

Alfonso Munk (until 31 May 201 2) 3 4 75%

Edward Arkwright (until 11 December 2012) 4 7 57.14%



1.2.6. Duties and work of the Board of Directors in 2012

In addition to the matters and decisions for which the Board of Directors is legally responsible (review of the financial statements and the annual and half-yearly business reports, convening the Annual General Meeting of Shareholders to give a ruling particularly on the accounts of the last financial year, preparation of the interim management documents, procedures for the division of directors’ fees, annual authorisation to be given to the Chairman and Chief Executive Officer for agreeing sureties, endorsements and guarantees, proposals for investment, divestiture and the Group’s strategy, etc.), the Board examined or adopted the following points in particular:

◆ the 2012 and 2013 budgets;

◆ the forecast results for 2012 and the focus of Icade’s Medium-Term Consolidated Plan for 2013-2017;

◆ the recapitalisation of SAS Paris Nord Est and the sale of Icade’s holding in SAS Paris Nord Est;

◆ the proposed merger/absorption of Icade Services by Icade and the development of the organisation of the Services Division;

◆ the entry of new shareholders in the share capital of Icade Santé;

◆ the monitoring of major projects;

◆ the plan for the combination between Icade and Silic (including filing the public offer);

◆ the financing and refinancing of the entire combined Icade/Silic company and the authorisation of two loans from the Company to Silic;

◆ the internal audit activity in 2012 and the 2013 program;

◆ setting of the variable portion of the remuneration of the Chairman and Chief Executive Officer in 2011, setting of performance criteria to allow for calculation of the variable portion of the Chairman and Chief Executive Off icer ’s remuneration for the financial year 2012;

◆ adoption of a bonus stock plan for all Icade employees and a plan for Icade shareholders;

◆ renewal of the authorization given to the Chairman and Chief Executive Officer, for a period of one year starting 3 May 2012, to issue debt obligations with no access to the share capital;

◆ the authorization given to the Chairman and Chief Executive Officer, for a period of one year starting 3 May 2012, to issue negotiable medium term notes (BMTN);

◆ the implementation of the programme to repurchase the Company’s shares, in view of repurchasing its own shares;

◆ the capital increase of Icade after exercising Icade stock subscription options;

◆ the proposal at the Annual General Meeting to name Pricewaterhouse Coopers Audit as statutory auditor and Yves Nicolas as alternate statutory auditor replacing KPMG S.A. and the SCP Jean-Claude André and Others whose terms ended;

◆ the functioning of the Board of Directors and the self-assessment of the work of the Board of Directors;

◆ the change in the internal regulation of the Board of Directors;

◆ the analysis of the independence of certain directors;

◆ the co-opting of two directors, the examination of the candidacy of two new directors and the reappointment of three directors;

◆ the change of composition of the committees.

The minutes of Board of Directors meetings are prepared following each meeting and communicated to directors for approval at the following meeting.

1.2.7. Statement of the Board of Directors activity

The Board of Directors has conducted its activity in compliance with legal requirements and regulations and met regularly during the financial year 2012.

In addition to holding ordinary and regular meetings, the Board of Directors was particularly solicited and active throughout the f inancial year 2012, especially in view of the plan for the combination between Icade and Silic and the decisions on all transactions related to it. In this context, pursuant to the recommendations of the Reference Code, during this f inancial year the Board of Directors had to examine and decide on strategic operations for the Company.

1.2.8. Assessment of the work of the Board of Directors

Note that a formal evaluation of the workings of the Board of Directors was carried out in January 2011, with the assistance of an outside consultant. The results of this work were presented and discussed by the Board of Directors on 16 February 2011.

During the financial year 2012, the Board of Directors performed a self-assessment of its ability to respond to the expectations of the shareholders based on a comprehensive questionnaire concerning the following themes: organisation and functioning of the Board of Directors, information communicated to the directors, attendance and punctuality, conduct of the Board of Directors meetings, relationship of the Board of Directors with the directors’ committees, areas of competence of the Board and working methods, risk management, composition of the Board of Directors and compensation of the directors, relationship of the Board of Directors with general management, organisation and functioning of the committees and personal appreciation of governance and benchmark . In particular, the Board of Directors analysed its methods of operation and that of its committees, checked that major issues were suitably prepared and discussed, and rated the effective contribution of each director in the board’s work on the basis of his/her skills and involvement in discussions.

The results of this research were presented and discussed by the Board of Directors on 20 December 2012.



Resulting from this self-assessment is that the directors consider that they are satisfactorily informed by the Company’s senior management and feel that the conduct during Board proceedings by the Chairman facilitates discussion. They expressed the desire to have more information on comparisons with other companies in the sector, the monitoring of strategic decisions and the internal functioning of the Company.

Also being considered is the improvement of directors’ information on the monitoring of strategic decisions and the internal functioning of the Company and to periodically present comparative analyses of the results of the organisation of other companies in the sector.

1.3. WORKINGS OF THE BOARD OF DIRECTORS’ COMMITTEES

Through a desire to be transparent and to provide information to the public, Icade has established the various committees described below.

The commit tees have consultat ive power and operate under the responsibility of the Board of Directors. They issue recommendations for the attention of the Board of Directors.

On 30 November 2007, the Board of Directors of Icade adopted the internal regulations of the Board of Directors and the regulations of each of the three specialised committees for implementing its new governance. The internal regulations of the Board of Directors were implemented by the Board of Directors on 11 December 2008, 7 April 2011, and 22 June 2012. The internal regulations of the committees were approved by the Board of Directors on 4 October and 6 December 2011.

The committees consist of a minimum of three and maximum of five members, at least two-thirds of whom must be independent directors for the Audit , Risk Management and Sustainable Development Committee, and of which a majority of members must be independent directors for the Appointments and Remuneration Committee. These members are chosen by the Board of Directors from among its members. They are designated personally and may only be represented by another member of the committee.

For the financial year, committee members receive additional directors’ fees of €1,500 per meeting; the Chairman of each committee meeting receives an additional fee of €1,700 per meeting.

1.3.1. Strategy and Investment Committee

Assignments

The duty of the Strategy and Investment Committee is to examine any investment or disinvestment project by the Company greater than €50 million and any external growth operation greater than €30 million. It examines the development policy through internal growth and the strategic policies of the Group.

Composition

The five members of the Strategy and Investments Committee are Serge Grzybowski (Chairman), Oliv ier de Poulpiquet (independent director) since 22 June 2012, Jean-Paul Faugère

since 30 December 2012, replacing Edward Arkwright, Christian Bouvier and Céline Scemama.

Frequency of meetings and summary of the committee’s activity

This committee met seven times during the financial year 2012. The members of the Committee were present at a rate of 96.7%.

The committee specifically examined or issued recommendations on the following issues:

◆ various plans for the disposal of assets (Messina buildings, portfolio of warehouses, assets in Germany) and investments (portfolio of Health assets, Véolia project);

◆ the health market and the Icade Santé business in 2012;

◆ transactions to develop tertiary real estate and PPP;

◆ the PPP strategy and Campus operations:

◆ the PNE project;

◆ the plan for the combination between Icade and Silic;

◆ the merger/absorption/TUP transactions of Icade subsidiaries.

The Strategy and Investments Committee was informed about the monitoring of major projects (EQHO Tower, Millénaire 3, Cité sanitaire de Saint-Nazaire, Balard in Paris 15th, Bleu Capelette in Marseille, PNE in Paris 19th and the Véolia project).

1.3.2. The Audit, Risk Management and Sustainable Development Committee

For setting up its audit committee and the def inition of its prerogatives and assignments, the Company relied on the report on the audit committee by the AMF (French Financial Markets Authority) working group, dated 22 July 2010.

Assignments

The Audit , Risk Management and Sustainable Development Committee is responsible for ensuring the accuracy and truthfulness of Icade’s annual corporate and consolidated financial statements and the quality of internal audit and the information provided to shareholders and to the market.

It assesses signif icant risks and ensures compliance with (i) the individual and collective values on which Icade bases its operations and (ii) the rules of conduct which all of its staff must apply. Amongst these values are Icade’s specific responsibilities with regard to protecting and improving the environment and sustainable development.

Composition

The three members of the Audit, Risk Management and Sustainable Development Committee, two thirds of which are independent directors, are Benoît Faure-Jarrosson (Committee Chairman and independent director), Marie-Christine Lambert (independent director) since 22 June 2012 replacing Alfonso Munk, and Sabine Schimel.



The Audit , Risk Management and Sustainable Development Committee comprises a majority of members with particular experience and competence in financial matters and in the area of risk management. In fact, Benoît Faure-Jarrosson, its Chairman, has been a financial analyst since 1987. He is responsible for the property sector group of the SFAF (Société française des analystes financiers - French Society of Financial Analysts), and a member of the IPD (French Indices Committee). Similarly, Marie-Christine Lambert has been the manager of the management control group of France Télécom/Orange since 2008 and Sabine Schimel, a graduate of X-Ensae, has successively served as Financial Controller of consumer management of CNP Assurances and manager of the Central Actuarial Division in the finance department. Since 2009, she has held the position of manager of the Department of Development, Subsidiaries and Affiliates within the Department of Finance, Strategy and Sustainable Development at Caisse des Dépôts.


This committee met f ive times during the f inancial year 2012. The members of the Committee were present at a rate of 93.3 %.

The Audit, Risk Management, and Sustainable Development Committee issued recommendations on the following issues:

◆ the 2011 accounts project, business report and report of the Chairman of the Board of Directors on the conditions of preparation and organisation of the work of the Board of Directors and on internal control procedures for 2011; the 2011 draft consolidated financial statements and the 2012 half-yearly f inancial report;

◆ the 2013 budget and the Icade 2014-2017 medium-term consolidated plan;

◆ the report on audit activity in 2012 and the 2013-2015 audit program;

◆ the 2011 risk management reporting; the implementation of risk management as at 30 June 2012 and an overview ofinternal control;

◆ promotion;

◆ the possible renewal of the term of KPMG, statutory auditor;

◆ the 2011 assessment of the Sustainable Development policy;

◆ tax overview;

◆ f inancing;

◆ overview on the property market climate;

◆ stock market performance and the recommendations of the financial analysts;

◆ renewal of the authorisation to issue bonds and revision of the amount of the budget;

◆ the authorisation to issue negotiable medium-term notes (BMTN).

1.3.3. Appointments and Remuneration Committee

Assignments

The Appointments and Remuneration Committee is responsible for assessing applications for the appointment of corporate officers and for making suggestions as regards their remuneration. It is involved in establishing the Company’s employee profit-sharing policy and for making suggestions on (i) resolutions to grant subscription and/or purchase options for the Company’s shares to all or some of the employees and (ii) the free share allocation.

Composition

The three members of the Appointments and Remuneration Committee are Antoine Gosset-Grainville (Chairman), Benoît Maes (independent director) since 22 June 2012, replacing Marie-Christine Lambert and Olivier de Poulpiquet (independent director) since 20 December 2012, replacing Serge Grzybowski.


The Icade Appointments and Remuneration Committee met four times during the financial year 2012. The members of the Committee were present at a rate of 91.7%.

The Appointments and Remuneration Committee issued recommendations on the following questions:

◆ the setting of the variable portion of the remuneration of the Chairman and Chief Executive Officer for the 2011 financial year, the setting of performance criteria to allow for calculation of the variable portion of the Chairman and Chief Executive Off icer ’s remuneration for the f inancial year 2012;

◆ the proposal of a bonus stock plan for all employees of the Icade Economic and Social Unit (UES);

◆ the proposal of a bonus stock plan for Icade management;

◆ the procedures for the division of directors’ fees for the 2012 financial year;

◆ the analysis of the independence of directors;

◆ the examination of the candidacy of four directors and the reappointment of three directors;

1.4. LIMITS ON THE AUTHORITY OF THE CHIEF EXECUTIVE OFFICER

The functions of Chairman of the Board of Directors and CEO of Icade are not separated.

No Deputy Chief Executive Officer has been appointed.



The CEO has the most extensive powers to act in the name of the Company in all circumstances. He exercises his powers within the limits of the corporate purpose and subject to those that the law expressly assigns to shareholder meetings and the Board of Directors.

He represents the Company in its relationships with third parties. The Company is bound even by the acts of the Chief Executive Officer that are not within the scope of the corporate purpose, unless the Company can prove that the third party knew that the act was beyond the scope of said purpose or could not have failed to know it, bearing in mind the circumstances; although bearing in mind that merely the publication of its Articles of Association does not suffice as such proof.

The clauses of the Articles of Association or the decisions of the Board of Directors limiting the powers of the Chief Executive Officer may not be invoked in relation to third parties.

Neither the Articles of Association of the Company nor the Board of Directors have set a limitation on the powers of commitment of the Managing Director with the exception of the implementation of the share repurchase program approved by the shareholders’ meeting on 22 June 2012. Thus, the meeting of the Board of Directors on 22 June 2012 gave all powers to the Chief Executive Off icer, up to a maximum of 2.5% of the share capital of the Company and a maximum purchase price per share of €100, excluding acquisition expenses, for the purposes of negotiating and signing a new liquidity contract, where appropriate, making all stock market or off-market orders and allocating the acquired shares to the various goals of this program.

1.5. SPECIFIC CONDITIONS RELATIVE TO SHAREHOLDER PARTICIPATION IN THE GENERAL SHAREHOLDERS’ MEETINGS

The procedures relating to the participation of shareholders in the Annual General Meetings are shown in Article 15 of the Company’s Articles of Association.

1.6. PRINCIPLES AND RULES FOR SETTING REMUNERATION AND BENEFITS OF ALL KINDS GRANTED TO CORPORATE EXECUTIVES

The actions undertaken have allowed or will allow full compliance with the rules and principles in conformity with the law.

1.6.1. General provisions

The main task of the Appointments and Remuneration Committee is to make proposals to the Board of Directors regarding the remuneration of the Chairman and Chief Executive Off icer (the amount of f ixed remuneration and procedure for variable remuneration where appropriate, retirement and insurance protection schemes, benef its in kind and miscellaneous remuneration, and the financial conditions for the termination of his term of off ice) and for senior executives with corporate powers, together with the mode of division of directors’ fees voted by the Company’s Annual General Meeting. Its duties also include

making proposals concerning the granting of options for the allocation or purchase of shares and the free allocation of shares.

Until 20 December 2012, the resignation date of the Chairman and Chief Executive Off icer from his term as member of the Appointments and Remunerations Committee, this committee examined the points concerning the f ixed and var iable remuneration of the Chairman and Chief Executive Off icer exclusively outside of his or her presence. Since this date, the Chairman and Chief Executive Off icer is no longer a member of the Appointments and Remunerations Committee, thus putting the Company in full compliance with the recommendations of the Reference Code.

The Chairman of the Committee communicates the recommendations of the Appointment and Remuneration Committee to the Board of Directors.

The Board of Directors defines the factors for analysis that it wishes to see presented by the Appointments and Remuneration Committee in support of its recommendations.

Within the context of determining the overall remuneration of corporate management, the Board of Directors and the Appointments and Remuneration Committee must take into account the following principles, in accordance with the recommendations of the Reference Code:

◆ completeness: the setting of remuneration must be complete (f ixed portion, variable portion, stock options, performance shares, directors’ fees, retirement conditions and specific benefits must be applied in the total evaluation of remuneration);

◆ balance between remuneration items: each remuneration item must be clearly justif ied and be in the Company’s general interest;

◆ benchmark : this remuneration must be evaluated in the context of a business line and the European or global benchmark market;

◆ consistency: the remuneration of the corporate executive must be set consistently with that of other managers and the company’s employees;

◆ ease of understanding of the rules: the rules must be simple, stable and transparent: the performance criteria used to establish the variable portion of the remuneration or, as applicable, to allocate options or performance shares, must correspond to the company’s targets, must be demanding and explainable and, as far as possible, must be permanent;

◆ measurement: the remuneration and allocation of options or performance shares must be balanced and must at the same time take into account Icade’s general interest, market practice and management performance.

1.6.2. Directors’ fees

The directors may be remunerated, according to their attendance at board meetings, by the allocation of directors’ fees, for which the overall budget is f ixed each year by the Annual General Meeting of Shareholders.



The division of directors’ fees between the directors is freely determined by the Board, upon advice from the Appointment and Remuneration Committee.

The members of the committees receive additional directors’ fees determined by the Board of Directors and paid according to their attendance at meetings of the committees to which they belong.

1.6.3. Incentive plans for Senior Executives

Options for the allocation of shares

During the period 2007-2011, the Board of Directors adopted three plans for options for the allocation of shares, after a proposal from the Appointment and Remuneration Committee.

An initial plan, 1-2008, was adopted by the Board of Directors on 30 November 2007, i.e., after the publication in October 2008 of the AFEP-MEDEF recommendations on the remuneration of senior executive corporate officers of listed companies. The beneficiaries, the Chairman and Chief Executive Officer amongst them, may exercise 40% of the total number of options allocated to them, with no precondition to reach economic objectives. The exercise of the remaining options (i.e., 60%) depends on the achievement of performance conditions (market share price and net profit Group share). If it has been noted that the performance conditions were partially satisf ied, only 77.5% of the options assigned are exercisable.

A second plan, 1.2-2008, was adopted by the Board of Directors on 24 July 2008, i.e., also after the publication of the AFEP-MEDEF recommendations on the remuneration of senior executive corporate off icers of listed companies. The beneficiaries, the Chairman and Chief Executive Officer amongst them, may exercise 80% of the total number of options allocated to them, with no precondition to reach economic objectives. The exercise of the remaining options (i.e., 20%) depends on the achievement of performance conditions (outperforming the stock market as measured by the Euronext IEIF French property index). If it has been noted that the performance conditions were not satisfied, only 80% of the options assigned are exercisable.

A third plan, 1-2011, was adopted by the Board of Directors on 16 February 2011. The beneficiaries, the Chairman and Chief Executive Officer amongst them, may exercise 35% of the total number of options allocated to them, with no precondition to reach economic objectives. The exercise of the balance of the options (i.e., 65%) is contingent upon attaining performance goals (32.5% upon outperforming the stock market as measured by the Euronext IEIF Immobilier France index, and 32.5% upon attaining the goals set in terms of cash flow). The recommendations of the Reference Code relating to the remuneration of senior executive corporate officers have been partially followed since the majority, but not all, of the options assigned to the corporate officer have been subject to performance conditions.

Bonus shares

Concurrently with the 1-2011 options plan, the Board of Directors meeting on 16 February 2011 adopted a bonus stock plan for all the Group’s personnel. This plan is based on the free allocation

of ten shares per employee but is not based on a performance condition. The members of the Executive Committee (including the Chairman and Chief Executive Officer) and the Coordination Committee have, however, relinquished their allocation rights.

On 16 February 2012, the Board of Directors of the Company adopted a bonus stock plan for all of the Group’s staff (plan 1-2012), including the Chairman and Chief Executive Officer.

This plan is based on the free allocation of 15 shares per beneficiary but is not based on a performance condition.

At the same time, a bonus stock plan (plan 2-2012) was adopted at the same board meeting, at the proposal of the Appointments and Remuneration Committee, for the members of the Executive Committee (including the Chairman and Chief Executive Officer) and the Coordination Committee. This plan makes the acquisition of the entire bonus shares assigned dependent upon performance conditions (net current cash flow).

This last plan therefore complies with the Reference Code.

In order for the options and bonus shares allocated to the senior executive corporate officer to be, in the future, fully compliant with the Reference Code and with AMF (French Financial Market Authority) no. 2012-02, at the 20 December 2012 Board of Directors meeting, the Chairman and Chief Executive Officer proposed to the board to make all of the options and bonus shares which would be assigned to him, where appropriate, in the future, subject to performance conditions. This proposal was approved unanimously by the Board of Directors of the Company.

Hedge instruments

To the knowledge of the Company, no rate-risk hedging instrument concerning the options of share subscriptions and/or bonus shares was set up.

1.6.4. Remuneration of the Chairman and Chief Executive O� cer

The only other term of office held by Serge Grzybowski within the Group, other than that of Chairman and CEO, is that of Chairman of the France Green Building Council, a national association, for which he receives no remuneration. Also, the information supplied on his remuneration is based on all the amounts paid associated with all the terms that he fulfils in the Group.

At the recommendation of the Appointments and Remuneration Committee, on 16 February 2012 the Board of Directors set the variable portion for the Chairman and CEO for 2011 at € 329,200, broken down into € 209,200 for the 2011 variable portion and €120,000 as an extraordinary bonus related to the Silic transaction.

Further to this, on 7 April 2011, at the recommendation of the Appointments and Remuneration Committee and after having renewed Serge Grzybowski’s term as Chairman of the Board of Directors and Chief Executive Officer of Icade, the Board of Directors also resolved to maintain the fixed annual remuneration of Serge Grzybowski for 2012 at €400,000 for these duties.



This remuneration of Icade’s Chairman and CEO was decided upon after taking into account a benchmark applied by an outside supplier, which included, on the one hand, the management from a basket of companies in the SBF 80 (SBF 120 less the companies of the CAC 40) with comparable capitalisation, total revenue and headcount, and on the other hand the management from a basket of companies belonging to the real estate sector.

On 26 March 2012, at the recommendation of the Appointments and Remuneration Committee, the Board of Directors also decided to maintain the ceiling on Serge Grzybowski’s variable remuneration, at 60% of his f ixed annual remuneration, and to calculate it according to six weighted criteria linked to attaining the goals set annually by the Board of Directors at the proposal of the Appointments and Remuneration Committee.

The six criteria used to determine the variable portion of remuneration is broken down as follows:

◆ Three quantitative criteria(1) for 30% of the fixed remuneration (Icade’s profitability: EBITDA/revenues, profitability of the Development business: operating profit/revenue and net current cash flow);

◆ and three qualitative criteria for 30% of the fixed remuneration (execution of the Sil ic transaction, continuation of the sustainable development strategy, reporting and management).

1.6.5. Severance payment for the Chairman and Chief Executive O� cer

The Board meeting of 7 April 2011 resolved to allocate the Chairman and Chief Executive Off icer a severance payment in case of termination of his term of off ice as Chairman and Chief Executive Officer.

Pursuant to the recommendations of the Reference Code, this severance payment will only be allocated to the Chairman and Chief Executive Officer in the case of forced departure linked (i) to a change of control (within the meaning of L.233.-3 for the French Commercial Code) or (ii) to a strategic disagreement with the Board of Directors (Forced Departure), under the conditions described below:

a) Amount of Severance Payment

The amount of the Severance Payment will be equal to twice the total gross overall remuneration (fixed and variable portions) received by the Chairman and CEO over the 12 months preceding the date of the Forced Departure. In the event that the effective duration of Serge Grzybowski’s new term as managing director is less than 12 months, his remuneration received during the latter months of his previous term as managing director will be taken into account, in order that the Severance Payment may be calculated over a 12 month period.

b) Conditions for paying the Severance Payment

Pursuant to Article L. 225-42-1 of the Commercial Code, the Severance Payment will be contingent upon fulf ilment of the performance condition described below.

Performance condition

In the event of Forced Departure, Icade will pay the Chairman and CEO the Severance Payment if the most recent GSNI is greater than or equal to GSNI during the Benchmark Period.

For purposes of assessing the performance conditions:

◆ GSNI means the Group share of net income as published by a company in its consolidated financial statements and after adjustment for capital gains from disposals;

◆ the Latest GSNI means the most recent GSNI of Icade known for the f inancial year preceding the date of the Forced Departure;

◆ the GSNI for the Benchmark Period means the arithmetic average of Icade’s GSNIs over the two latest financial years preceding the most recent GSNI.

1.6.6. Remuneration for special assignments

The Board of Directors may also allocate extraordinary remuneration for assignments or appointments entrusted to directors, within the conditions specified by the applicable legal clauses.

1.6.7. Other bene} ts

In his capacity as Chairman and Chief Executive Officer of Icade, Serge Grzybowski also has the benefit of:

(i) a company vehicle, assigned under the rules defined within Icade; and

(ii) an unemployment insurance contract for corporate officers, taken out by Icade, through Association GSC, under Basic Regime 6, Option 2 and Supplementary Regime H, Option 2, with a payment period of twenty-four months.

The premium payment due is assumed in its entirety by Icade. The premium paid by the company is considered additional remuneration (Article 82 of the CGI) and as such is subject to tax and social charges.

1.7. PUBLICATION OF INFORMATION SPECIFIED BY ARTICLE L. 224-100-3 OF THE FRENCH COMMERCIAL CODE

The information relating to items that might have an impact in case of a public offer is shown in the management report.

(1) The level of achievement for these quantitative criteria has been established in a precise manner but not made public for con( dentiality reasons.


REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS – PROCEDURES OF INTERNAL CONTROL AND RISK MANAGEMENT

2. Procedures of internal control and risk management

2.1. THE AUDIT FRAMEWORK

For the sake of continuity with previous years, in 2012 Icade used the reference framework proposed by the French Financial Market Authority (AMF) in its document entitled “The mechanisms of risk management and internal control: reference framework” dated 22 July 2010. The latter was implemented in its entirety: general principles and accounting and financial internal control framework, analysis and control of operating risks, including in the area of information systems.

Reference frameworks have been developed for Icade’s main operations and activities as well as for the principal cross-disciplinary cycles.

2.2. THE OBJECTIVES OF THE GROUP’S INTERNAL CONTROL

The mechanism of internal control and risk management was deployed at the Company and Group level.

In the terms of the reference framework proposed by the AMF, “the internal control mechanism is aimed […] at ensuring :

◆ compliance with the laws and regulations;

◆ the application of instructions and orientations set by general management;

◆ the proper functioning of the internal processes of the company, especially those in concert with protecting its assets;

◆ the reliability of financial information.”

More particularly, the internal audit procedures in force in the Company and the Group have the following objectives:

◆ f irstly, to check that the actions for management or implementation of operations, and the behaviour of personnel, come within the framework defined by the policies to which the Company’s activities are subject by the governing bodies, by the laws and regulations applicable and by the values, standards and rules internal to the Company;

◆ secondly, to check that the accounting, f inancial and management information communicated to the Company’s governing bodies gives an honest reflection of the Company’s business and situation.

One of the objectives of the internal audit system is to prevent and control risks resulting from the Company’s business and the risk of error or fraud, particularly in the financial and accounting areas. However, like any auditing system, it cannot give an absolute guarantee that these risks are totally eliminated.

Moreover, in the terms of the reference framework proposed by the AMF, “risk management is a management lever of the company that contributes to:

◆ creating and preserving value, assets and the company’s reputation (etc.);

◆ securing the decision-making and the company’s process for encouraging the attainment of objectives (etc.);

◆ encouraging consistency of actions with company values (etc.);

◆ mobilizing the company’s staff around a common vision of the main risks.”

The main risks to which Icade and its subsidiaries are exposed are listed in the management report. The risks are primarily as follows:

Legal and fiscal risks

Risks resulting from control by the majority shareholder; risks associated with changes in sustainable development; changes to regulations which apply to property investment and the provision of property-related services; changes to rules relating to property development or public-private partnerships; risks associated with the failure to obtain government permits and possible appeals permits granted; risks associated with a change to the SIIC fiscal regime; risks associated with a change to fiscal systems to the benefit of Icade’s clients; risks associated with a change to French fiscal rules.

Technical and environmental risks

Risks associated with pollution and ground quality; public health and safety risks.

Risks associated with the property market

Changes in the real estate market; risk linked to the development of competition.

Operational risks

Development funding difficulties; acquisition risks; risks associated with the intervention of external suppliers; the failure of information systems; change in accounting standards, increase in insurance policy premiums and lack of cover for certain operational risks; risks specific to the property investment business (risks associated with estimating the value of assets, non-completion of the investment and arbitrage plan, change in the vacancy rate and the financial terms of commercial lease renewals, costs associated with ageing or requirements to bring property assets into compliance with standards); risks specific to the property development business (availability and cost of purchasing land, discovery of pollution or archaeological remains, difficulties associated with government



approvals prior to building construction, changes in construction costs, appeal after the delivery or completion of work, speculative and semi-speculative property development, default by partners); risks associated with the services business (research into Icade’s criminal or civil liability).

Financial risks

Credit and counterparty risks; liquidity risks; market risks (interest rate risk and risk on equities and other f inancial instruments).

2.3. THE GENERAL APPROACH TO RISKS AND INTERNAL CONTROL

To reach audit objectives, Icade has defined the following general principles for its Group.

2.3.1. Risks analysis

Starting with identified risks, the analysis of factors that might affect the achievement of the Company’s objectives leads to a periodic assessment of the gravity and probability of incidents, substantiated by the historical account supplied by “base incidents.”

Risks related to the environment are controlled by monitoring systems and checked by committees (investment, commitments, etc.), whose functioning is subject to selective audits.

Risks relating to process and support functions are subject to a half-yearly identif ication, analysis and evaluation in terms of impact and probability of occurrence. The main risks identif ied are described, indicating existing control measures and possibly also future measures.

A mapping of risks and their controls has also been established for all of Icade’s operational and support activities.

2.3.2. Internal control of risk taking

◆ The general framework of internal controls within Icade is subject to annual assessment.

This assessment is carried out by the heads of the business divisions and support managers using questionnaires which break down the different elements of internal control managed by the Audit, Risk Management and Sustainable Development department.

For the financial year 2012, a result of this assessment is that the general principles of internal control have been acquired, with a proper level of maturity that continues its improvement, concerning both the operational activities and corporate functions.

◆ Internal control of taking on operational risk is entrusted to those responsible for activities.

In the scope of action plans developed by those in charge, under the control of the Audit, Risk Management, and Sustainable Development department, specific procedures, authorisations and control items have been gradually put in place to secure the stages within the processes where risk

is taken on. This implementation has been the subject of a specific project completed at the beginning of 2012, the mechanism being from here on subjected to permanent maintenance.

◆ The auditing of f inancial and accounting information is entrusted to the financial department.

◆ Control frameworks , established in l iaison with the Audit, Risk Management, and Sustainable Development department, which will provide reasonable assurance as to the reliability of the management information and the financial statements established in accordance with generally-accepted accounting principles, have been established for the main activities and subsidiaries.

2.3.3. General dissemination of information relating to procedures for risk taking

The centralisation of methods and process statements gives an entity-by-entity grouping of the locations where risks are taken on, together with the associated control measures, and allows this information to be disseminated to those involved.

2.3.4. Auditing of internal control

According to a programme of which the audit Committee is kept informed, the audit of internal control is carried out by the Audit, Risk Management and Sustainable Development Department with those responsible for activities, who are in charge of application and compliance with procedures defined by the Group within their entities, as well as the definition and application of procedures specific to the areas for which they are responsible. The methods and conditions for implementing this internal control audit are the subject of a third-party validation by the Caisse des Dépôts Audit Department.

2.4. THE GUIDANCE AND SUPERVISION OF THE INTERNAL CONTROL MECHANISM

2.4.1. Ongoing monitoring of control elements

The control of operational risks comes within the framework of a listing and description of the key processes and is reflected in a half-yearly review of operational risks with the implementation and monitoring of action plans according to four complementary approaches:

Regular monitoring of the mechanism of control of risks

Icade carries out the half-yearly review of risks and corresponding control measures, under the control of the Audit, Risk Management and Sustainable Development Department.

Audit Assignments

These are carried out in order to assess compliance with procedures and processes for functioning and for the control of the main risks. These assignments cover subsidiaries or cross-disciplinary subjects.



Indicator dashboards for action plans

Those responsible for activities will have completed specif ic dashboards during the financial year, containing indicators relating to the achievement of objectives for changes to measurements for significant operational risks.

Tracking of first-level controls

As stipulated by Icade’s internal control charter, first level controls of measures for controlling significant risks have been set in a manner which can be tracked and controlled through second-level controls ensured by internal controllers.

2.4.2. Ongoing speci} c monitoring of control elements

In addition to the half-yearly census of the operational risk categories and corresponding securities, a certain number of key processes or significant operations are the subject of control procedures through instances of specific decisions: for example, risks associated with certain promotion operations may justify the constitution of provisions examined at Commitments Committees within the Property Development division.

Purchases, sales and leases

During the f inancial year, these operations could not be undertaken, beyond certain thresholds, without validation by the Commitments Board for the entity, and then by the Commitments Committee for the division or Icade’s Commitments Committee. This last Committee meets each month and each time that the situation requires it. In particular, it has the authority to rule on the following points: examining the investments-disposals projects, taking on leases.

Property Development transactions

Icade’s Commitments Committee is referred to and must authorise any property development transaction proposal if, in the context of the project in question, the cost of acquisition of the real estate or the construction exceeds certain thresholds. For lower amounts, it is the Commitments Committee for the division which carries out the same functions for the elapsed financial year.

Financial commitments

Icade’s Commitments Committee examines cases related to external growth, shareholdings, securities divestiture, businesses, mergers and partnerships. It authorises the main commitments, either on or off-balance sheet, for any project, whether related to the business lines or not.

The Board of Directors has implemented a Strategy and Investment Committee which provides a second level of control by examining and issuing recommendations to the Board of Directors for any investment or disinvestment project greater than €50 million and €30 million for any external growth operation.

Financing and cash

Changes to financing requirements, long-term resources, working capital requirements, and cash resources and their hedging have

been examined every month by the Risk, Rates, Cash and Finance Committee. This defines the strategy in these areas, which is implemented by the financial department.

Processes related to human resources

The Human Resources Committee meets every fortnight. It is responsible for examining the human resources division’s major spheres of responsibility and their progress as regards mobility, training, recruitment, payroll policy labour relations, collective bargaining, compliance with labour legislation and legal regulations, the implementation and monitoring of procedures. The detailed elements of this process are described in the annual report, which serves as a reference document. All of these responsibilities are grouped in the same department for all of Icade’s structures.

Legal disputes

Icade’s legal department periodically, and at least half-yearly, lists all disputes in which Icade and its subsidiaries are involved, on the basis of which provisions are determined for each significant dispute in liaison with the main financial managers.

Insurance policies

In collaboration with its brokers, Icade endeavours to maintain a level of cover that it considers appropriate to each identified risk, subject in particular to insurance market related constraints and according to an estimate of the amount it considers reasonable to cover and the probability of a future claim. An annual report on renewal conditions is published by the legal department.

2.5. THE ENVIRONMENT AND PROCEDURES FOR CONTROLLING FINANCIAL AND ACCOUNTING INFORMATION

Icade groups together the following central functions for the Group: cash flow, human resources, consolidation, reporting and financial control, information systems, investments and financing. The subsidiaries are provided with a system for autonomously preparing their f inancial statements.

Because of this organisation, internal control of f inancial and accounting information is structured around the following elements:

◆ a common reference framework and accounting methods;

◆ a central consolidation, management and accounting function;

◆ an accounting and management function for subsidiaries;

◆ a financial reporting system;

◆ a control framework for processing financial and accounting information.



2.5.1. A common reference framework and accounting methods

For producing the consolidated accounts for each half-year and publishing quarterly turnover, Icade uses the framework that is common to the Group, which implies:

◆ the standardisation of accounting methods and consolidation rules;

◆ the standardisation of reporting formats.

Icade establishes its consolidated accounts in application of IFRS standards. The implementation of these standards has been the subject of training courses and specific instruction during the financial year. Notes from the Group financial department define the timetable for each closure.

The financial information systems and their content are controlled by the member of the Executive Committee in charge of finance, legal and IT, as well as the Real Estate Services Division, in close collaboration with its management committee.

2.5.2. A central accounting and management function

Under the authority of the member of the Executive Committee in charge of finance, legal and IT, as well as the Real Estate Services Division, the financial department’s teams produce all of Icade’s financial and consolidated data and coordinate the work of the subsidiaries’ financial departments. This function mainly consists of:

◆ defining and disseminating the Group’s accounting methods, procedures and reference frameworks;

◆ producing the annual accounts;

◆ producing the half-yearly and annual consolidated accounts;

◆ producing quarterly f inancial information;

◆ coordinating the budgetary process and projected budget;

◆ identifying and implementing the changes necessary to the accounting and management information systems;

◆ producing the tax forms;

◆ producing the management report;

◆ participating in the preparation of the reference document.

2.5.3. An accounting and management function for subsidiaries

Icade’s subsidiaries have autonomous personnel whose main duties are as follows:

◆ adapting the accounting methods, procedures and reference frameworks to those set by the Group;

◆ producing the annual accounts;

◆ producing the half-yearly and annual consolidated tax returns;

◆ producing quarterly f inancial information;

◆ establishing the annual tax forms;

◆ production of operational and financial reports;

◆ producing budgetary items and projected items.

2.5.4. A } nancial reporting system

The Group’s subsidiaries take part in the cycle of financial reporting which constitutes one of the central elements for managing the Group. This reporting has two constituents:

The budgetary process

The budgetary process is applied for the consolidated subsidiaries of the Group. This process takes place during October and November. The subsidiaries prepare their budgets for the next f inancial year and propose it to the Group’s management Committee. This budget then forms the point of reference for monthly f inancial reporting.

Monthly reporting

Monthly reporting is a component of the system for controlling financial information. It includes total revenue and other financial indicators by business line over the period in question, compared with the budget targets and performance during the previous financial year. All the management controllers and accountants within the Group use the same IT system for producing the monthly reporting.

2.5.5. Financial communication organised in accordance with the AMF’s regulations

Icade publishes its quarterly, half-yearly and annual f inancial information via press releases. These press releases are disseminated to analysts, investors and the main media outlets and also put on line on its Internet site.

These press releases are simultaneously provided to the AMF, like any other information that might influence the market, together with documents published by Icade that are also available on its website.

2.6. CHANGE IN THE INTERNAL CONTROL, RISKS FUNCTION AND AUDIT PROCESSES

2.6.1. During the 2012 } nancial year

Within Icade, internal control is carried out under the responsibility:

◆ of the managers of subsidiaries and support for controlling operations;

◆ of the Finance Division for the treatment of f inancial data.

The risks function has been provided by the Audit, Risk Management, and Sustainable Development Department:

◆ which has periodically evaluated the risks in terms of probability of occurrence and gravity;

◆ which has taken part in the preparation of cases in the Commitments Committee.



The Audit, Risk Management, and Sustainable Development Department has carried out assignments on the internal control systems, and in particular examined process statements, action plans and indicator dashboards mentioning recommendations and progress objectives given by the audit department in agreement with those in charge.

Moreover, it has continued its oversight of the internal control measures across all of the business lines, support functions and significant processes. This project was implemented under the responsibility of members of the Executive Committee who rely on a network of internal controllers appointed within each business unit and the support board. In this scope, during the f inancial year 2012, the assessment processes of the traceable and auditable control points set up in late 2010, have been continued. The design and functioning of the entire mechanism has furthermore been the subject in 2012 of a f irst specific full audit, whose validation by the audit department of the Caisse des Dépôts of works and conclusions guaranteed the independent character.

Finally, with regard to risk control, the Group has updated its activity continuity plan, which covers key aspects such as information technology.

2.6.2. For future } nancial years

In 2013, the half-yearly execution of risks will be continued, as well as the permanent adaptation of control measures of risks and control points. Furthermore, the recommendations issued at the end of the first internal control audit will be implemented in order to continue the improvement of the processes for risk and internal control, especially to strengthen the second level controls on certain processes and to improve the monitoring of action plans decided on in the event of defective controls.

Signed in Paris on 20 February 201 3

Chairman and Chief Executive Officer



Statutory Auditors’ report pursuant to Article L.7225-235 of the French Commercial Code on the report of the BoardStatutory Auditors’�report pursuant to Article L.�225-235 of the French Commercial Code on the report of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208


STATUTORY AUDITORS’ REPORT PURSUANT TO ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT OF THE BOARD

Chapter 8

This is a free translation into English of the Statutory Auditors’ report issued in the French Language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.


In our capacity as Statutory Auditors of Icade and pursuant to the provisions of Article L. 225-235 of the French Commercial Code, we hereby present our report dealing with the report prepared by the Chairman of your company in accordance with article L.225-37 of French Commercial Code for the financial year ended 31 December 2012.

It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report describing the internal control and risk management procedures implemented by the Company and providing other information required by Article L. 225.37 of the French Commercial Code in particular relating to corporate governance.

Our own responsibility is to:

◆ Communicate to you any observations we may have as to the information contained in the Chairman’s report and relating to the company’s internal control and risk management procedures in the area of the preparation and processing of f inancial and accounting information; and

◆ Attest that the report includes the other disclosures required by article L.225-37 of the French Commercial code. It should be noted that we are not responsible for verifying the fair presentation of those other disclosures.

We have performed our work in accordance with the professional standards applicable in France.

Statutory Auditors’ report pursuant to Article L. 225-235 of the French Commercial Code on the report of the BoardFOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012


STATUTORY AUDITORS’ REPORT PURSUANT TO ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT OF THE BOARD

Information relating to the company’s internal control and risk management procedures in the area of the preparation and processing of financial and accounting information

Our professional standards require the application of procedures designed to assess the fair presentation of the information contained in the Chairman’s report and relating to the company’s internal control and risk management procedures in the area of the preparation and processing of f inancial and accounting information.

Those procedures involve in particular:

◆ Obtaining an understanding of the underlying internal control and risk management procedures in the area of the preparation and processing of f inancial and accounting information presented in the Chairman’s report, and of the related documentation;

◆ Obtaining an understanding of the work performed as a basis for preparing that information and the existing documentation;

◆ Determining if any major internal control weaknesses in the area of the preparation and processing of f inancial and accounting information identif ied by us during the course of our engagement have been appropriately disclosed in the Chairman’s report.

On the basis of our work, we have no matters to report on the information relating to the company’s internal control and risk management procedures in the area of the preparation and processing of f inancial and accounting information set out in the Chairman’s report, prepared in accordance with the provisions of Article L. 225-37 of the French Commercial Code.

Other information

We hereby attest that the report of the Chairman's report includes the other disclosures required by Article L. 225-37 of the French Commercial Code.

Courbevoie and, Neuilly-sur-Seine 20 February 201 3


Mazars PricewaterhouseCoopers Audit




Corporate social and environmental responsibility (CSER)1. Icade’s Sustainable Development Challenges

and�Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2131.1. Icade, a committed participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2131.2. Icade at the centre of the seven responsibilities of sustainable buildings . . . . . . . . . . . . 2131.3. The four social challenges for Icade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2151.4. Icade, a structured CSER policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216

2. Declarations required by Decree 2012-557 de} ning corporate social and environmental transparency obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2212.1. Human resources and employment data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2212.2. Environmental data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2322.3. Information on social commitments to sustainable development . . . . . . . . . . . . . . . . . . . . . . . 273Annex 1 ......................................................................................................................................... 278Annex 2 ......................................................................................................................................... 279


CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY – SUMMARY

Chapter 9Corporate social and environmental responsibility (CSER)

SUMMARY

The new “sustainable building” regulations are changing the ecosystem of the sector: the thermal regulations have been followed by environmental annexes to leases, transparent “Corporate Social Responsibility” (CSR) disclosures, biosourced buildings, and the upcoming improved performance requirements for existing buildings. At the same time, customer expectations for sustainable buildings have not lessened.

Launched in 2008, Icade’s Sustainable Development Programme was organized into four specific areas and twelve commitments in 2011. It integrates the new regulatory and market requirements in order to strengthen our short-term efficiency and anticipate future medium-term changes in needs and regulations.

The high level of Sustainable Development performance achieved in 2011 by the Property Development Division, which earned a number of professional distinctions, was consolidated in 2012 and allows us to respond to changes in the housing and commercial markets with confidence.

Icade Foncière has focused its attention on the most significant segment of the commercial off ice and business park holdings with an initial series of indicators that will enable it to guide improvement projects. Lessor/tenant cooperative programmes are

being progressively rolled out, in particular within the framework of green leases, in preparation for future requirements to control global impacts.

Based on a meaningful social dialogue, the Human Resources Policy continues to carefully monitor male/female equality, stress prevention and opportunities for disabled employees. The statutory agreement common to all employees of the Icade Economic and Social Unit (UES), signed by management and all representative union organizations, has harmonized employees’ situations, and contributes to the vitality of the company and the optimization of its resources.

The detailed presentation of the CSER data over 42 items and three parts (employment data, environmental data and social commitments) complies with the Decree of 24 April 2012 governing social and environmental transparency obligations. This decree requires publicly traded companies to make this distinction to report on their CSER activity in their management report; the information thus communicated is verified by a “third party auditor”, in this case, the Mazars firm. The guidelines for the Icade Sustainable Development Policy are described in Item 20, “Organization of the Company to take into account environmental issues and environmental assessment or certif ication processes if applicable.”


CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY – ICADE’S SUSTAINABLE DEVELOPMENT CHALLENGES AND�RESPONSIBILITIES

1. Icade’s Sustainable Development challenges and�responsibilities

1.1. ICADE, A COMMITTED PARTICIPANT

1.1.1. Acting to reduce the footprint of the construction/real estate sector

The construction and real estate sector is heavily involved in the response to the challenge of sustainable development, particularly in the context of stringent environmental regulations. This involvement is a reflection of its weight in the national economy (27% of the national wealth in value, 19% of the added value, 54% of the Gross Fixed Asset Formation), but also because of its environmental and social impact:

◆ 43% of f inal energy use (70 million TOE/year according to France GBC);

◆ 24% of CO2 emissions – 2nd highest sector after transport

(source: Ademe.)

◆ 17% of water withdrawals for drinking water (5.6 billion m3);

◆ 38.2 million tonnes of waste per year;

◆ 2 million jobs throughout the territories.

1.1.2. Placing the city at the centre of the sustainable development challenges

Cities are the source of 75% of the world’s greenhouse gas emissions and concentrate a substantial proportion of the social and economic challenges. The expectation of effective action to be taken to fight climate change and achieve social cohesion has become particularly pressing.

No one City player holds the keys to success for the future. Progress demands a systemic approach which will ensure a coherent balance among the environmental, societal and economic components at each of the distinct levels comprising a city: its neighbourhoods, its daily transactions and its buildings.

The performance of the City ultimately calls for long-term vision which exceeds, while at the same time respecting, the immediate requirements and constraints of f inancing plans and the real estate markets.

1.1.3. Positioning Icade as an essential player in the city of tomorrow

Every building must be continually adapted to better respond to the constraints of its environment, while meeting the social, health and cultural needs of its users. A builder of cities for over 150 years, Icade is the leader in sustainable urban living. As a subsidiary of Caisse des Dépôts and a public traded company, it combines the best of the public and private sectors in the real estate property, development and service businesses. Its strategy is founded upon long-term vision and upon dynamic performance and value creation for its partners.

1.1.4. Strengthening Icade’s position as a socially committed company

Icade’s social commitment can be described in two key words: social progress and support for change:

◆ social progress: its human resource policy respects the principles set forth by the ILO on the rights, equal oppor tunit y and treatment of employees in hir ing , professional training and remuneration, and because it encourages employee representation and guarantees the right to collective bargaining;

◆ support for change: the implementation of the real estate-developer strategy results in reorganization and changes of scope, acquisitions and sales. This continually-evolving backdrop requires particular attention to the quality of the social dialogue, to assistance for the employees affected, and to the managerial relationship.

1.2. ICADE AT THE CENT RE OF THE SEVEN RESPONSIBILITIES OF SUSTAINABLE BUILDING

The crucial role played by operators in the Real Estate and Construction Sector in the national economy, in environmental impacts and in the daily challenges to the quality of urban life gives them an important Corporate Social and Environmental Responsibility ( CSER).

1.2.1. Fostering transparency

The systemic nature of urban dynamics and the complex interlinking on each project of f inancing, scheduling, project management, design and research, construction and f inally operation, require both communication and transparency of information. In fact, while each of the real estate operators conducts its programme in accordance with its own professional rules, it is actually the net result of all these activities—first the project and then the completed building itself—which will have social, societal and environmental impacts throughout its long life cycle.

For several years, a number of companies have taken the initiative to provide elements of CSER reporting in their annual reports. For the f iscal year 2012, there have been new social and environmental transparency obligations for some companies since the publication of Decree 2012-557 on 24 April 2012, adopted to implement Article 225 of the Grenelle 2 Act of 12 July 2010. For 2012, this decree affects publicly traded companies as well as unlisted companies with revenues greater than 1 billion euros and permanent staff of more than 5,000. These obligations are met with the publication of information organized on the basis of a list of 42 items verified by an “independent third-party agency.” France GBC, the association for sustainable construction and real



estate, has prepared a guide to facilitate this reporting thanks to the work of an advisory group to specify definitions, certain indicators and presentation methods. Icade has participated actively in this process.

1.2.2. Eliminating uncertainties surrounding the regulatory requirements for existing commercial real estate

In November 2011, the report on the “Recommendations for drafting the decree to organize the obligation for energy renovation works in commercial property between 2012 and 2020” concluded the work of a group chaired by CBRE Chairman Maurice Gauchot.

This report contained 23 operational recommendations, including a number of innovations:

◆ Recommendation No. 4: “Take into consideration energy consumption from all uses (total consumption) in order to monitor reductions in consumption;”

◆ Recommendation No. 5: “Use f inal energy to monitor consumption, i.e. the energy recorded on energy bills;”

◆ Recommendation No. 14: “Energy-saving objectives may be considered on a building by building basis or as a total for one set of holdings;”

◆ Recommendation No. 30: “Make it mandatory to post energy consumption in buildings;”

◆ Recommendation No. 11: “Make it a requirement for grade to grade movement in energy consumption on the consumption scale;”

◆ Recommendation No. 20: “Establish safeguards based on the return on investment depending on the nature of the work performed (small, medium or significant).”

This pragmatic and structured approach carries many operational consequences, particularly in the scheduling and organization of the work to be performed on commercial property assets. The lack of publication of the decree in 2012 generated, if not a wait-and-see attitude, at least some prudence in the management of work commitments on commercial real estate assets. Publication in 2013 would certainly relaunch a dynamic of progress in the existing inventory, the short-term focus of almost all the environmental challenges for the sector. Since new construction annually represents approximately 1.5% of French real estate, more than 98% of existing French real estate assets would, therefore, be impacted by this future decree.

1.2.3. Strengthen the owner/manager/user synergy in commercial real estate operation

In commercial real estate, the reduction of the environmental impacts of buildings in energy, carbon, water, waste, and so on, involves both the tenant or tenants and the owner. In multi-tenant properties, for example, heating and air conditioning are often the owner’s responsibility, while the majority of electrical consumption, lighting and water concerns the tenants.

In order to encourage both parties to work more successfully together, Article 8 of the Grenelle 2 Act, transcribed in Article L. 125-9 of the Environmental Code, institutes the principle of an information exchange between lessor and tenant, along with an action plan.

This obl igat ion was specif ied by Decree 2011-2058 of 30 December 2011, applicable as of 1 January 2012 for new leases, and takes7the7form of an environmental annex to the lease for all leased areas greater than 2,000 m2. The commitments are as follows:

◆ for the lessor and the tenant, to describe the specifications of the equipment and consumption with regard to energy, water and waste production;

◆ to establish together a progress plan designed to improve the energy and environmental performance of the leased premises and of the entire building, and to set up the corresponding action plan.

For leased areas greater than 2,000 m2, all existing leases must be covered by an amendment with an environmental annex no later than 13 July 2013. The result is institutionalized collaboration that will be fully operational over the medium term.

Certain lessors, including Icade, had anticipated this regulation by signing green leases with a proportion of tenants with terms and conditions based on the preparatory work for the decree. The first regulatory “green leases” will have been signed in 2012.

1.2.4. De} ning the limits of the regulatory approach for energy in new construction

After the implementation of the 2012 Thermal Regulation (RT 2012) on commercial property operations in late October 2012, and then on housing operations on 1 Januar y 2013, new construction has taken a giant leap in controlling the energy impacts of new buildings.

But this strong performance has highlighted the discrepancies between the standardized approach to the energy impact as modelled by the regulation, and the actual reality in the buildings themselves:

◆ f irstly, the scope of the regulatory calculation and its “f ive usages:” heating, sanitary hot water production, cooling, lighting, and auxiliary elements (fans, pumps, etc.) does not cover all consumption and, hence, all impacts, particularly as it omits processes, elevators, parking areas/garages, the environmental incidence report (RIE) and office machines for commercial property, and household appliances for residential property;

◆ secondly, particularly in commercial property, the diversity of space occupation practices ( timing inter vals and comfort temperature setpoints in particular) can different significantly from standard assumptions.

Thus, several studies find that real consumption differs significantly from “regulatory” consumption. If employee travel is included in the impacts of the building, the differences are even greater, with actual consumption up to five times greater than regulatory consumption.



1.2.5. Optimising the use of certi} cations

Environmental certif ication has now become a standard during the construction of commercial buildings of a certain size. HQE certification alone now concerns an inventory of more than 1,200 buildings completed or under construction in France.

Against this backdrop, the multiplicity of environmental certifications, based on different standards, particularly in commercial real estate, is generating a build-up of certain investors who are demanding double, even triple environmental certification, for new buildings as a mark of superior quality.

The variations in methods are even more significant with respect to certifications in the “operational” phase.

The ideal would be to simplify and converge the processes. The Sustainable Building Alliance (SBA), of which Icade was one of the founders, is working towards this objective, the achievement of which will undoubtedly be complex owing to the existence of multiple challenges related to the “global market of building certifications.”

1.2.6. Improving the building/transport connection

Whether in terms of environmental impact, particularly greenhouse gas emissions from vehicles, of societal impact with travel times and the resulting stress levels, or of economic performance, the location of a residential or commercial building is a key factor in its success and its “green value.” This issue concerns both projects in the urban centre and the development of new exurban zones.

One of the challenges to be met by urban development is better management of the tension between urban renewal and urban sprawl, particularly in offering new alternatives to scattered exurbanization through projects which link urbanization processes more closely with travel and mobility conditions. This is why projects for sustainable urban developments, if they are considered from the dual perspective of contextualizing the building and mobility, can play a role in the future of the city. With this in mind, Icade is contributing to the development of an expert tool, IMPETUS, which will support coordination between operators.

1.2.7. Relaunching technological solutions (wood, etc.) as part of an analysis of the life cycle

With Decree 2012-518 of 19 April 2012 defining the “biosourced building” label, followed by the Implementing Order of 19 December 2012 governing the content and conditions for awarding this label, there has been greater attention paid to construction materials in their life cycle. A first step was taken with Decree 2010-273 of 15 March 2010 governing the use of wood in certain buildings.

The order of 19 December 2012 proposes the following definitions:

◆ “Biomass: a biological material, with the exception of fossil materials or materials formed by geological forces;

◆ Biosourced material: a material derived from plant or animal biomass which can be used as raw materials in construction and decorative products, f ixed furnishings, and as a construction material in buildings.”

In addition to these constraints, changing construction techniques can only be judged over the medium and long term, and the cultural impact, which is both religious and Mediterranean, of a building built from stone for eternity — like the cathedrals — will fade only very slowly. Moreover, the current economic approach treats the “straight” cost of construction, with no operation and demolition impact. It would work quite differently if every builder, like the power suppliers and nuclear plants, had an obligation to make provision for the cost of demolishing the building constructed. But such an approach would lead directly to higher construction costs, which would then slow real estate growth, a driver of the national economy.

1.3. THE FOUR SOCIAL CHALLENGES FOR ICADE

1.3.1. Pursuing a meaningful social dialogue for stronger internal equity

On 17 December 2012, a statutory agreement common to all employees of the Icade Social Economic Unit (UES) was unanimously signed by management and the representative union organizations. This “single agreement” is intended to become the common basis for all employees in terms of the working week, paid holidays, remuneration, mobility and termination of employment contracts. The signing of this agreement is one more step in the harmonization of the rules in force within the Icade UES.



This harmonization will continue in 2013 with the launch of specific negotiations on a classif ication system common to all companies of the Icade UES.

This mechanism promotes the feeling of belonging in the Group, enhances internal equity and will facility professional mobility.

These advances have been made possible because of the meaningful social dialogue within Icade, which has been marked by numerous meetings of the employee representative bodies and union delegates, and the signing of collective agreements such as the agreement to support disabled workers and the agreement regarding the prevention of psycho-social risks.

1.3.2. Developing skills and encouraging mobility

Changes in the professional environment and the logic of performance and adaptation to the market require ongoing adjustments in professional skills and practices.

As a result, the training policy is a centrepiece of Icade’s human resources policy. It enables every employee to contribute towards the Group’s successes by developing his or her skills as well as by taking part in building an individual career path, and it encourages mobility both within Icade and within the Caisse des Dépôts Group. The programme to promote mobility remained an Icade priority in 2012. As a result, 29 employees benefited from either an internal transfer or a transfer to subsidiaries of the Caisse des Dépôts Group.

1.3.3. Promoting diversity

Organised around several components, Icade’s policy on diversity is designed to prevent any form of discrimination whatsoever and guides the company in the implementation of new practices, in collaboration with all employees and social partners.

1.3.3.1. Facilitating the employment of disabled workers

Positioned for several years at the centre of Icade’s employment commitments, the policy to encourage disabled workers has increased the number of employees with a certified disability. The year 2012 was marked by the signing of a three-year agreement with the representative union organizations, which had several components, including the allocation of f inancial resources, the implementation of measures designed to ensure better consideration of disabilities in professional life and the continued effort to improve communication and awareness regarding disabilities.

1.3.3.2. Maintaining equality in the workplace

Icade focuses on the balance between the professional lives and personal lives of its employees through measures related, in particular, to a shift towards f lexible part-time schedules, remuneration during parental leave and the organization of appraisals for female or male employees taking maternity or paternity leave.

1.3.3.3. Monitoring the place of seniors

Icade pays particular attention to the place of “seniors” in the company. As a result, in the area of career management or working

conditions, the company has established a variety of measures, such as the mid-life career interview or follow-up review, access to a telecommuting process, or even the option of part-time work.

1.3.4. Increasing the level of health and safety in the workplace

Icade, which has an absenteeism rate of 3.58% (according to the ANACT reference), reinforced its policy to prevent psycho-social risks in 2012. Initiated in 2010 and continued in 2011, the work of the steering committee on stress prevention provided a deeper understanding of the issues related to the prevention of stress in the workplace and identified measures to be taken as part of a more comprehensive approach to preventing psycho-social risks.

On this basis, negotiations were launched in 2012 with the representative union organizations and resulted in the signing of an agreement on preventing psycho-social risks within the Icade UES.

1.4. ICADE, A STRUCTURED CSER POLICY

Icade began to structure its sustainable development policy as early as 2008. Strengthening its commitment, the CSER policy, initiated in 2011 and continued in 2012, is based on a programme of operational measures, which drive the company’s progress and form a high-performance management and reporting tool. The measures are organized into four major themes and are monitored every six months by an executive committee, which approves the results and continually drives new efforts.

1.4.1. Making sense of 4 themes and 12 commitments covering 63 operational initiatives

Icade’s permanent programme of operational initiatives covers four major themes, which reflect the environmental challenges, the company’s strategy and its desire for ongoing social progress:

◆ the theme “Energy and Carbon” involves the entire company and is a response to major environmental challenges in the sector: controlling energy consumption and reducing the carbon footprint must mobilize all operators in real estate and construction;

◆ the “Sustainable Building and City” theme covers all of Icade’s contributions to the sustainable city through the overall quality of the buildings and their inclusion within the urban landscape: certifications during construction and operation, improvement to existing commercial property assets, green neighbourhoods, mobility and network connections, and air quality;

◆ the theme “Mobilised Enterprise” includes the initiatives that drive the collective approach of the Icade company: direct responses to the social challenges within the framework of social dialogue, mobilization around the issues of daily life in the company, “sustainable finance” approaches such as the SRI charter, green value or a grid for sustainable asset analysis;



◆ the “Stakeholders” theme is a response to Icade’s belief in the full measure of CSER: exchange, partnership and dialogue are essential in order to reduce the real ecological footprint of buildings, an effort that involves developer, investor and occupant alike. A number of awareness and mobilization programmes for buyers and tenants are the building blocks for this theme.

1.4.2. Meeting responsibilities and challenges through the initiatives’ themes

The structure of the Icade CSER programme is a direct response to the 11 internal and external strategic challenges discussed above, as shown in the table below. This strong correlation between objectives and resources is reviewed and reframed every six months by the Icade Executive Committee.

Icade’s 4 themed initiatives

Energy and

carbon

Sustainable Building and

City Mobilized

Enterprise Stakeholders

7 responsibility of sustainable buildings

2.1 Fostering transparency

2.2 Eliminating uncertainties about regulatory requirements for the existing commercial property

2.3 Enhancing synergy between the owner/manager/users in commercial property operation

2.4 Identifying the limits of the regulatory approach to energy in new construction

2.5 Optimizing the use of certifications

2.6 Improving the building/transport connection

2.7 Relaunching technologies (wood, etc.) in the context of an analysis of life cycle

4 internal social challenges

3.1 Pursuing a meaningful social dialogue for stronger internal equity

3.2 Developing skills and promoting mobility

3.3 Promoting diversity

3.4 Increasing the level of health and safety in the workplace

1.4.3. Actively managing current initiatives

The operational action programmes, directed by the teams in the Real Estate, Promotion and Services divisions and support functions are continually evolving with the completion of initiatives and a commitment to new ones. Special attention is paid to disseminating and putting the results obtained into practice.

CSER: Icade’s four themed initiatives to meet the seven responsibilities of sustainable building and the four internal social challenges



Commitments Actions and Objectives

Energy-Carbon

1Energy

In 2012, propose a building equipped with energy and water meters by type of use and space

Conduct a proactive “energy” policy for the buildings managed as ASSETS by the consulting division

Monitor energy meters for a minimum of three buildings between 2012 and 2013

Complete the Environmental Performance Diagnostic (DPE) for the 60 main commercial assets

In 2012, equip two buildings with energy and water meter by type of use and space

Take measures with orders givers to establish the use of an Energy Performance Contract (CPE) in 2012

Identify the energy and water consumption in commercial buildings with the share of renewable energies

Conduct at least one air seal test on a commercial property operation in 2012

Know the energy consumption on our entire production at the SO stage (commercial and housing) for TR uses

Map the energy labels of the operations

In 2012, complete the replacement of computers with other more energy efficient machines (-30%)

In 2012, study the installation of a remote cut-off system for IT equipment

2Carbon

In the context of the carbon footprint assessment, reduce emissions related to the operation of commercial buildings

Improve knowledge on Live Cycle Assessment (LCA) and Air Quality (QAI)

Set up a “Grenelle” reference grid for consulting missions on work projects

Complete the carbon compensation for major events

Modernise the video conferencing offer

Reduce by 5% a year the CO² emissions related to consulting missions and transactions

Complete the carbon footprint for new constructions at the SO stage

Property Investment Property Development Services Support Functions




Sustainable Buildings and City

3Certifications

Seek HQE operations certifications on the main new and renovated assets in Property Investment

Produce 50% of the commercial production with double certification

Include HQE certification in all proposals for commercial production and PPS

Define a “model profile for the Certivéa “Sustainable Development Passport” in the first half of 2012

Initiate at least one HQE development certification in 2012

Identify by region the performance profile of the housing operations under NF and NF HQE process

4Holdings

Evaluate the “Gauchot” work plan for 66 commercial assets

5Green neighbourhoods

By the end of 2013, earn ISO 14001 certification for Parc des Portes de Paris

Plan the positive change in biodiversity at Parc des Portes de Paris

Continue ageing/disability projects in cooperation with Dardd

Indictor of Icade's participation in green neighbourhoods, established by the DARDD in collaboration with Development

6Mobility

Continue actions for the Enterprise Moving Plan for the head office

Improve the building-transport connection through an Impetus search with the support of the DARDD

Establish the distances to public transport for the locations of the commercial property assets

7Air quality

Identify relevant air quality indicators and study the possibility of installing the corresponding measurement tools

Test the air quality indicators on at least one commercial operation and one housing operation

Site inspection of aeraulic operation on at least 1 operation per region beginning in 2012

Define Interior Air Quality (QAI) measurement criteria to increase awareness of owners

Check the aeraulic operation for all housing operations





A mobilised enterprise

8Economy

Continued the energy certificate process

Launch a process to structure the SD data from the commercial assets for integration in expertise campaigns

Establish a SRI charger in asset/investor relations

Create a SD analysis grid for acquisitions

Launch the e-learning “LAB” training

9RH

Continue to train/increase awareness about SD for employees

Develop the prevention of psychosocial risks for all managers

10Daily enterprise life

Assets “responsible” purchases and draft a guide of good practices

Increase the use of ethical caterers for events

Maintain employment of seniors in the company

Recycle cell phones

Ensure recycling of logistics equipment (signs, etc.) from events

Expand the use of protected workshops for the administrative work of the DGC&Co

Systematise all publications FSC media in 2012 and produce at least one invitation on recycled period over the same period

Reduce the number of brochure models by 2/3

Stakeholders11Green lease

Establish environmental annexes to the requisite leased before July 2013

Establish environmental annexes to the requisite leased before July 2013

Organise Icade's green lease process

12Client awareness

Draft “green building” instructions for new significant buildings in 2012

Update the booklet of green gestures for the head office and publish on the intranet

Develop a “Clinics” environmental charter between owner and operator.

Organise two annual conferences on SD for Clients

Launch SD expert appraisals to increase awareness among clinic operators

Draft “green building” instructions for 5 sensitive buildings

Measure the environmental impacts through the use of the “Label” type rating tool



CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY – DECLARATIONS REQUIRED BY DECREE 2012-557 DEFINING CORPORATE SOCIAL AND

ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2. Declarations required by Decree 2012-557 de} ning corporate social and environmental transparency obligations

Icade’s declarations pursuant to Decree 2012-557 of 24 April 2012 defining corporate social and environmental transparency obligations are organized into 42 chapters that correspond to the items in the Decree, restated in Article R. 225-105-1 of the Commercial Code.

Each chapter is treated in this document as a complete declaration and contains, wherever necessary, a definition of the scope, the statement and the definition of the indicators used in line with the existing standards, particularly those of the European Public Real Estate Association (EPRA).

As an exception to this rule, a single declaration of scope is made for all social data covering items 1 to 19.

In reference to the CSR Reporting Guide, Article 225, distributed in December 2012 by the France Green Building Council (FGBC), some of the declarations distinguish “corporate” items from items related to the “project/development businesses” of the Development division and items related to the “operational businesses” of the Real Estate division.

The programmes and projects conducted by the Services division to promote Sustainable Development are described in Chapter 20, “Organization of the Company to take into account environmental issues and environmental evaluation or certif ication processes if applicable.” The environmental impact of the spaces occupied by the Services division to perform its missions is included in the “corporate” elements of the various chapters.

On the other hand, Icade’s declarations contain no element related to operating data for the buildings managed by the Services division on behalf of third parties; the use of this data is considered to be the exclusive responsibility of the authorizing parties.

2.1. HUMAN RESOURCES AND EMPLOYMENT DATA

The scope for items 1 to 19 means the Group in the economic sense, i.e., Icade SA and the subsidiaries it controls, which are listed below. The data is grouped by business division: Real Estate, Development and Services.

Real Estate division Property Development division Services division

Icade Icade Promotion Logement Icade Asset Management (01/05/2012)

inc. Holding company Icade Promotion Icade Property Management

inc. Housing Property Icade Setrhi-Setae Icade Transactions

inc. Commercial Property Icade Arcoba Icade Suretis

Sarvilep Icade Gestec I Porta

Icade Conseil

Icade Expertise


CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY – DECLARATIONS REQUIRED BY DECREE 2012-557 DEFINING CORPORATE SOCIAL AND ENVIRONMENTAL TRANSPARENCY OBLIGATIONS

2.1.1. Employment

1. Total work force and employee distribution by gender, age and geographic region

1.1. Total work force and employee distribution by gender

The definition of employees means all registered employees (excluding trainees), both compensated and uncompensated as at 31 December 2012.

1.1.1. Work force by category, gender, division and geographic region (France and International) at 31 December 2012

◆ Employees registered as at 31 December 2012: 1,712 employees.

Non-managerial personnel Managerial personnel Total Total employees

registered at 31/12/2011 Men Women Total Men Women Total Total %

Property investment 34 60 94 131 109 240 334 19.5% 334

Property development 59 305 364 407 191 598 962 56.2% 954

Services 53 121 174 147 95 242 416 24.3% 545

Total 146 486 632 685 395 1,080 1,712 100% 1,833

Breakdown of staff (%) 8.5% 28.4% 36.9% 40.0% 23.1% 63.1% 100.0%

Outside France - - 3 - - 6 9 11

◆ As at 31 December 2012, employees with a permanent contract (CDI) in France represented 95.4% of the staff while f ixed-term employees (CDD) represented 4.6%.

CDI CDD

Property investment 321 13

Property development 931 31

Services 382 34

Total 1,634 78

Distribution as a % 95.4% 4.6%

◆ Registered employees at 31 December 2012 by geographic region (France and International):

Non-managerial personnel Managerial personnel Total

Men Women Total Men Women Total Total %

Île-de-France 109 262 371 445 306 751 1,122 65.5%

Regions 37 224 261 240 89 329 590 34.5%

Total 146 486 632 685 395 1,080 1,712 100%

Outside France 3 6 9




1.1.2. Monthly average work force in France by category, gender and division (excluding trainees and summer student short-term contracts)

In 2012, the average monthly workforce was 1,738.6 employees.

Non-managerial personnel Managerial personnel Total

Men Women Total Men Women Total Total %

Property investment 31.8 66.2 98.0 133.1 113.3 246.4 344.4 19.8%

Property development 63.3 304.8 368.1 402.9 188.6 591.5 959.6 55.2%

Services 65.9 123.2 189.1 150.3 95.2 245.5 434.6 25.0%

Total 161.0 494.2 655.2 686.3 397.1 1,083.4 1,738.6 100%

Breakdown of staff (%) 9.3% 28.4% 37.7% 39.5% 22.8% 62.3% 100.0%

1.1.3. Breakdown of employees by age and gender (situation as at 31 December 2012)

Men Women

Older than 65 5 0

60 to 65 47 30

55 to 59 106 81

50 to 54 108 117

45 to 49 109 138

40 to 44 111 142

35 to 39 121 132

30 to 34 118 132

25 to 29 83 89

Under 25 23 20

Total 831 881

The “barrel” shape of the age pyramid reflects the balanced management policy for Icade’s employees. This policy guarantees an appropriate balance between the new generations and the transfer of skills.

In the last three years, the average age has remained stable. It is 43.5 for managers and 42 for non-managers.

Average seniority at Icade is 10.8 years in 2012 and was 9.8 years in 2011.



2. New employees and dismissals within Icade

2.1. New employees in 2012

New employees in 2012

Permanent contracts 82

Fixed-term employees to cover business peaks 32

Fixed-term replacement contracts 54

Internships/professional training 23

Total 191

Personnel changes over 2012 reflect 16 transfers between Group companies and 14 conversions of contracts into permanent contracts.

2.2. Number of departures in 2012

2012 departures

Voluntary departures 60

Lay-offs 33

Contract terminations 16

Terminations during trial period 6

Retirements 12

Deaths 1

Transfers to Caisse des Dépôts and its subsidiaries 13

Exit from Icade group consolidation(*) 115

End of temporary contracts/internships and professional training, and transition to permanent contracts 86

Total 342

(*) Departures from the “Icade Group” area represent the departure of employees from the subsidiary Icade Résidence Service (IRS).

In 2012, the departure rate (i.e., the total number of permanent contract departures, excluding internal mobility, retirement-death divided by the average monthly number of permanent employees) was 14.5%.

This rate drops to 8.8% if the effect of the disposal of Icade Résidences Services is neutralised.

3. Remuneration and changes

3.1. A policy of remuneration with incentives in line with the dynamic Icade markets

The comprehensive remuneration policy defined by Icade helps to attract key skills, increase individual and collective employee motivation and retain employees.

In this respect, Icade makes every effort to maintain remuneration practices and levels competitive with other companies in comparable business sectors. In order to maintain the balance

between internal equity and external competitiveness, Icade conducts annual remuneration surveys specific to the real estate sector with the assistance of specialized firms.

Total remuneration is composed, firstly, of the fixed salary, which remunerates the skills attached to the position and, secondly, of an individual and collective variable remuneration. Using a package calculated by division, based on the year ’s earnings, the individual variable portions are distributed on the basis of the employee’s individual contribution and the achievement of the objectives previously defined by his/her immediate superior.

For the collective variable remuneration and in order to effectively make employees partners in the company’s performance, Icade uses all the tools offered by law: incentives, profit-sharing, Group Savings Plan (Plan d ’ épargne groupe-PEG), Group Collective Retirement Savings Plan (Plan d’Épargne Retraite Collectif Groupe-PERCOG) and employee shareholding.




The signing of a collective agreement common to all the companies of the Icade UES in late 2012 replaced the diverse agreements previously in force. This agreement simplif ies understanding regarding remuneration and strengthens internal equity through the establishment of a seniority bonus for all employees calculated for everyone, whatever the category, using the same procedures.

3.2. Basic salary

3.2.1. Employee average monthly basic salary by status and gender

The f ixed share of remuneration (basic salary) remunerates the skills attached to the position. The gross average monthly basic salar y for paid employees (contract not suspended) with a permanent contract by status as at 31 December 2012, (excluding sales personnel, officers and members of the Executive Committee) was:

3.2.2. Average increase by division

The change in salaries paid between 1 January and 31 December 2011 is analysed as follows among Icade’s different divisions:

Property investment 2.88%

Property development 3.27%

Services 2.75%

Total 3.05%

3.3. Individual variable remuneration

For each division, the total variable remuneration package paid to the employees is determined on the basis of the division’s results.

Within this package per division, the distribution of the individual variable shares is made on the basis of the employee’s individual contribution and the achievement of the objectives previously set by his or her immediate superior.

In 2012, 78.1% of employees were paid variable remuneration.

3.4. Employee profit-sharing and incentives for company performance and the PERCOG

In order to involve Icade employees in the company’s performance, two agreements allow the payment to employees of sums from profit-sharing and incentives.

Profit sharing

The profit-sharing plan is a Group agreement. The formula used is the legal calculation formula. Half of the budget is distributed on the basis of employment and half in proportion to salary.

Local employees (ex : custodians) 1,587 € Men 1,565 €

Women 1,598 €

Employees 2,129 € Men 2,183 €

Women 2,119 €

Supervisors 2,390 € Men 2,322 €

Women 2,435 €

Managerial personnel 4,244 € Men 4,485 €

Women 3,822 €

Total 3,548 € Men 4,176 €

Women 2,941 €



Amounts paid in 2012 (excluding CSG/CRDS taxes)

Net amount paid

Number of beneficiaries

Average amount

Minimum amount

Maximum amount

Employee profit-sharing 3,825,125 € 2,015 1,898 € 5 € 3,910 €

The amounts calculated represent a strict application of the agreement and are a function of the actual work time, which can result in payments of very low minimum amounts.

Incentives

An incentive agreement was signed for the years 2011-2012-2013. This agreement concerns all Icade employees. As the performance indicator, it uses net current cash flow, recorded in Icade’s consolidated accounts (according to a specific calculation set forth in the agreement).

Amounts paid in 2012 (excluding CSG/CRDS taxes)

Net amount paid

Number of beneficiaries

Average amount

Minimum amount

Maximum amount

Incentives 7,157,859 € 2,015 3,552 € 9 € 5,894 €

The amounts calculated represent a strict application of the agreement and are a function of the actual work time, which can lead to payments of very low minimum amounts.

PERCOG

A Group Savings Plan was signed with all unions on 17 December 2012 offering all employees the opportunity to develop a portfolio of securities for supplemental retirement savings, effective as of 1 January 2013. Icade adds to employee payments with a matching amount defined on the basis of f inancial criteria related to the company’s results.

The establishment of this PERCOG retirement savings product demonstrates Icade’s commitment to its employees and offers a tool to retain employees.

3.5. Employee shareholding

3.5.1. Group Savings Plan (Plan d’épargne groupe-PEG)

Icade employees with at least three months of employment in the Group are beneficiaries of the Group Savings Plan. The sums from profit-sharing and incentives may be paid to this PEG.

To invest these assets, the Icade Group Savings Plan offers employees several Fonds Commun de Placement d’Entreprise (FCPE), including four multi-company FCPEs and the Icade Actionnariat FCPE.

The Icade Actionnariat FCPE represents 31.38% of the assets invested in the Group Savings Plan and 43.8% of unitholders hold their assets within this fund.

At 31 December 2012, the Icade Actionnariat FCPE held all employee-owned Icade shares: 186,885 shares, or 0.36% of Icade’s capital.

At 31 December 2012, there was no other employee FCPE which owned Icade shares.

3.5.2. Implementation of a bonus share plan

In line with its desire to involve employees more closely in Icade’s performance and to strengthen the feeling of membership within the Group, whatever the level of responsibility, Icade established a new bonus share plan (AGA) for all employees.

At its meeting on 16 February 2012, the Icade Board of Directors decided to allot 15 bonus shares per employee.

This 4-year plan (2-year vesting period + 2-year lock-in period) is open to all Icade employees with a permanent contract as at 31 December 2011, and still employed on the allotment date (2 March 2012).

This allotment of 15 bonus shares will become final only after a vesting period of 2 years running from 2 March 2012, and is subject to compliance with the condition of continuous employment within Icade.

After the vesting period, beneficiaries will become owners of the bonus shares they have been allotted, and these shares will be registered shares in an account. However, employees may not sell them during a two-year lock-in period from 3 March 2014 to 3 March 2016.




2.1.2. Work organization

4. Organization of work and work time

In 2012, negotiations with the representative unions resulted in a statutory agreement governing the organization and duration of work. Under the terms of this agreement, in force as of 1 January 2013, the work week is organized as follows:

◆ employees, supervisors and non-autonomous managers work 37 hours and 50 minutes per week on average and receive 17 days of comp time (RTT days) for one full year of employment;

◆ autonomous managers work 210 days a year and receive 17 RTT days for one full year of employment.

This agreement harmonizes the practices in effect in the Icade group since 31 December 2012, particularly with respect to fixed and variable schedules, including between Paris and the regions.

In the Icade group, part-time work is granted at the employee’s request. The number of part-time contracts is as follows:

Part-time contract at 31/12/2012 Men Women Total

Property investment 2 14 16

Property development 9 78 87

Services 1 23 24

Total 12 115 127

It should be noted that this 2012 data is hard to compare with 2011 because of the change in the scope of consolidation.

5. Absenteeism

Absenteeism includes all days absent because of i l lness (occupational i l lness , other i l lness , permanent disability), absences for work/commuting accidents, absences for family events (special holidays, moving) and absences for other reasons (unpaid authorized absences, unexcused absences, short-term leaves without pay).

In 2012, absenteeism represented 21,927 calendar days, (based on the definition used) or 3.58% of the theoretical work days, as follows:

Illness 87.11%

Work place/commuting accident 10.07%

Family events 0.96%

Other reasons 1.86%

Total 100%

In 2011, the absentee rate was 4.36%. The decline in absenteeism in 2012 is related to the number of sick days and particularly to the signif icant drop in absences for other reasons and work-place accidents.

2.1.3. Employee relations

6. Organization of employee dialogue, particularly the procedures for informing, consulting and negotiating with employees

At the employment level, given the complementary nature of their activities and the work community among employees, Icade and its subsidiaries have been organized into a single Social and Economic Unit (UES) since the end of 2007. This unit is the reference framework for the establishment of employee representative bodies and also for the designation of union representatives.

◆ For elected employee representation, a single Works Council operated within the Icade UES, representing all employees of the Icade group. Employee delegates are designated by each Icade business division: Property Development, Property Investment and Services. Finally, the scope for the CHSCT Committees, which deal with question of health, safety and working conditions, are configured in connection with the work location of the employees concerned: the “Millénaire 1” CHSCT for the corporate site, the “Millénaire 1” Building in Paris (19), The “Commercial Property Services” CHSCT for all sites of the Services division companies in Île-de-France and the regions; and finally, the “Non-Millénaire Development” CHSCT for the sites of the Development division outside “Millénaire 1” in Île-de-France and the regions.



◆ The Icade UES is also the framework for the establishment of the designated union representation. Thus , the representatives unions designate f ive union enterprise delegates, including one union coordinator delegate, for all the companies of the Icade UES. At the end of 2012, five unions were represented within Icade.

In 2012, through nearly 120 joint meetings, Icade reaffirmed to all its social partners it desire to continue a meaningful employment dialogue.

These exchanges resulted in:

◆ 15 meetings of the works council, leading to 27 consultations with this body;

◆ 36 meetings of the employee delegates;

◆ 23 meetings of the different CHSCT Committees.

In addition, 42 negotiating meetings led to the signing of 14 agreements detailed in Chapter 7, “Report on collective agreements.”

7. Report on collective agreements

The negotiations conducted within the Icade Social and Economic Unit led to the signature of 14 framework agreements for all Group employees:

1. An agreement to encourage the employment of disabled workers dated 1 June 2012;

2. Revising Amendment No. 1 to the SCIC agreement of 4 December 1986 concerning the collective status of the sales staff in the housing development activities, dated 31 August 2012;

3. An agreement on the establishment of the single collective status of the Icade UES dated 5 September 2012;

4. Amendment No. 2 to the Incentives Agreement, dated 10 September 2012;

5. Amendment No. 8 to the Icade Group Savings Plan Agreement of 2 March 2006, dated 10 September 2012;

6. Amendment No. 7 to the Icade UES Profit-Sharing Agreement of 30 June 2006, dated 10 September 2012;

7. Agreement for the prevention of psycho-social risks within the Icade UES dated 10 September 2012;

8. Collective agreement on the harmonization of the status of Icade UES employees dated 17 December 2012;

9. Amendment No. 1 concerning the harmonization of the status of Icade UES personnel of 17 December 2012 (specific conditions for remuneration and organization of work time), dated 17 December 2012;

10. Method agreement on classif ications dated 17 December 2012;

11. Agreement on the Group Collective Retirement Savings Plan of the Icade UES dated 17 December 2012;

12. Amendment No. 3 to the Icade UES collective agreement instituting additional coverage for reimbursement of health care expenses dated 20 December 2012;

13. Amendment No. 3 to the Icade UES collective agreement instituting additional “Disability, Incapacity and Death” coverages dated 20 December 2012;

14. Amendment No. 2 to the collective agreement on the harmonization of the status of Icade UES employees of 17 December 2012 ( Adjustment to work time for staff employed at the PC Sécurité at Parc des Portes de Paris) dated 20 December 2012.

Several significant points in some of these structuring agreements merit a more detailed discussion:

◆ Agreement to encourage the employment of disabled workers: the policy to support disabled workers, which has been one of Icade’s core commitments for several years, was punctuated in 2012 by the signing of a three-year agreement with the representative unions on 1 June based on the following main components:

– the allocation of human and financial resources,

– the implementation of measures designed to ensure greater consideration of a disability in the professional and personal lives of the employees concerned,

– the creation of a dedicated information space on the intranet,

– the continuation of efforts to improve communication and awareness regarding disabilities,

– the development of initiatives to promote recruitment, including training or work-study programmes,

– a stronger partnership with the sheltered and adapted worker sector.

◆ Agreement for the prevention of psycho-social risks�(RPS):

The policy to prevent stress in the work place, initiated in 2010 and continued in 2011 provided a better understanding of the problems of quality of life at work and identified actions to be taken within the context of a more comprehensive approach to preventing psycho-social risks. On this basis, negotiations were launched in 2012 and led to the signature of an agreement on the prevention of RPS within the Icade UES on 10 September.

◆ “Single Agreement”: on 17 December 2012, an agreement harmonizing the status of the different entities of the Icade UES was signed. This agreement marked the culmination of nearly f ive years of negotiations. Signed unanimous by the representative union organizations, it is the foundation common to all employees in terms of work hours, paid holidays, remuneration, mobility and termination of employment contracts. It was implemented for all employees as of 1 January 2013.




◆ A Group Collective Savings Plan agreement: this agreement was signed with all union organizations on 177December 2012, allowing all employees to create a portfolio of securities for supplemental retirement savings, effective from 1 January 2013. This mechanism, which is completed by a matching contribution from the company, def ined on the basis of f inancial criteria linked to the company’s results, allows Icade employees to fund savings for retirement in the form of capital or an annuity.

2.1.4. Health and safety

8. Workplace health and safety conditions

The Health, Safety and Working Conditions Committees

The three Health, Safety and Working Conditions Committees established within the Icade Economic and Social Unit are responsible for issues relating to health and safety at work. The most recent elections to the CHSCTs were held in 2011. Generally speaking, since Icade’s activities are essentially commercial and sedentary, the main mission of the CHSCTs in 2012 was to assist employees in moving projects or organizational changes. With the support of experts, they monitored moving projects and participated in procedures to diagnose work-related stress.

9. Assessment of the agreements signed with the unions or employees representative on health and safety at work

The policy to prevent psycho-social risks (RPS)

Within the framework of the policy to prevent stress in the workplace, a steering committee was set up at Icade in 2010. Composed of representatives from management, the secretaries of the CHSCTs, the occupational physician and social assistant, the steering committee was charged with analysing a number

of internal indicators in accordance with the recommendations of the National Institute on Research and Safety (INRS) on absenteeism, the assessment of working conditions, employee relations, information circulation and workplace well-being.

Analysis of these indicators identified areas of study to generate specific discussions with the unions, which began in 2012. These discussions led to the signing of a collective agreement on the prevention of psycho-social risks in the Company. Signed on 107September 2012, this agreement stipulates the implementation of collective and individual resources to prevent psychosocial risks. These strengthen the preventative measures previously initiated, such as a toll-free hotline to provide psychological support for all employees from 1 January 2012.

10. Workplace accidents, in particular their frequency and�severity, and occupational illnesses

The data below detail the number, frequency and severity of work place and commuting accidents from 1 January to 31 December 2012 for the Icade group.

The method for calculating non-working days is as follows:

◆ the f irst day of no work is calculated from the date of signature of the declaration which is sent to the CPAM (Caisse Primare d ’Assurance Maladie or Primary Health Insurance Fund);

◆ the days lost are working days.

The data is the data known as at 31 December 2012. This statement could be modif ied depending on decisions by Social Security which may be made at a later date. Adjustments may therefore be made in the social assessment to take into account any such decisions by Social Security.

Number and frequency of work accidents in 2012

Local employees

(custodians) Employees Supervisors Managerial

personnel Total

Number of recognized accidents with work stoppage (excluding relapses over 2012) 4 3 0 4 11

Theoretical number of hours worked(*) 55,782 858,147 163,957 1,781,946 2,859,833

Frequency rate(**) 71.71 3.50 0.00 2.24 3.85

(*) Calculation of the number of theoretical hours: 5 days X 52 weeks – 25 theoretical leave or holiday days X 7 hours X annual average number of employees in

the category. Average number of employees represents the sum of monthly employees for the year divided by 12.

(**) The frequency rate is equal to the number of accidents with work stoppage multiplied by 1,000,000 and divided by theoretical number of hours worked.



Severity rate of work accidents in 2012 : (work accidents with work stoppage and relapses over 2012)

Local employees


personnel Total

Number of days lost 254 129 0 39 422

Theoretical number of hours worked(*) 55,782 858,147 163,957 1,781,946 2,859,833

Severity rate(**) 4.55 0.15 0.00 0.02 0.15

(*) Calculation of the number of theoretical hours: 5 days X 52 weeks – 25 theoretical leave/holiday days X 7 hours X annual average number of employees in the

category. Average number of employees represents the sum of monthly employees for the year divided by 12.

(**) The severity rate is equal to the number of days lost multiplied by 1,000 and divided by the theoretical number of hours worked.

Local employees


personnel Total

Number of commuting accidents with work stoppage (including relapses over 2012)

0 10 2 4 16

The frequency and severity rates for locally-based employees exclusively represents those custodians who perform physical activities.

One salaried employee was identified with an occupational illness over 2012.

2.1.5. Training

11. Training policies implemented

Training policy is coordinated alongside the entire human resources policy.

Changes in the professional environment and the logic of performance and adaptation to the market require continual adjustments in skills and professional practices. As a result, the training policy is the centrepiece of Icade’s human resource policy.

The annual interview and employee reviews contribute to the development of the training policy. In 2012, over 82.7% of employees benefited from such an interview with their hierarchical manager, which also gave them an opportunity for dialogue and sharing.

Analysis of annual interviews by the Human Resources Department is performed via staff reviews carried out with operational managers. This analysis allows the assessments made to be standardized, to define training requirements, to consolidate career development aims, and to encourage mobility by using skills identified to define career paths. Training needs are evaluated in this way within the framework of a comprehensive project outlined between the employee, management and the DHR.

Training initiatives enable each employee to contribute to the Group’s performance by developing skills which at the same time enables them to develop their career paths.

12. Number of training hours

In 2012, Icade offered a training programme comprising 20,837 training hours, representing a cost of €2,100,000, or 2.1% of the payroll.

The focus was to develop business skills closely in line with operational needs. The training programme may be analysed as follows:

Training areas Percentage of total

number of hours

Office IT 26%

Property construction 22%

Safety 14%

Personnel development, communication 13%

Sales, marketing and customer relations 7%

Accounting, finance, taxes, law 7%

Human Resources 6%

Sustainable development 4%

Management 1%

Total 100%




In addition to the individual training offered to expand and increase business skills, common, groupwide training in all Group subsidiaries was deployed in order to create a shared culture, particularly in the area of customer relations. 71 employees were trained on this topic in 2012, and a total of over 300 employees will have taken the customer relations courses organized over conferences and training sessions between 2011 and 2012.

A three-day Icade convention, the main theme of which was innovation in the framework of the managerial relations, was attended by more than 200 people in June 2012. It launched a training course for 2013 on the subject of managerial relations. In addition, 199 trainees took training sessions on sustainable development, representing a total of 1,469 hours.

2.1.6. Equal opportunity

13. Measures to promote male and female equality

In 2012, on the basis of the status report comparing men and women in the company, Icade initiated an in-depth project with the expert from the Works Council to identify avenues for improvement regarding the action plan to promote male and female equality (this point is discussed in Chapter 15, “The anti-discrimination policy.”).

14. Measures to promote employment and integration of�disabled persons

As at 31 December 2012, 29 employees were recognized with the status of disabled workers (RQTH). It should be noted that this 2012 figure is diff icult to compare with 2011 because of the change in scope.

Positioned for several years at the centre of Icade’s employment commitments, the policy to encourage disabled workers was marked in 2012 by the signing of a three-year agreement with the representative unions based on the main components detailed below:

◆ to dedicate human and financial resources to the disabled policy. A Disability-Diversity mission Head was appointed for the Group;

◆ to take measures to ensure greater consideration for disability in the professional and personal lives of the employees concerned, for example, the disability CESU (Cheque Emploi Service Universel or Universal Employment Cheque Service), the transition to part-time, telecommuting, flexible hours and so on;

◆ to create a dedicated information space on the intranet, accessible to all employees and enhanced on a regular basis. In particular, any measures taken to be relayed here;

◆ to continue the efforts to communicate and increase awareness regarding disability in the Paris region and other regions, such as sending the booklet on the measures entered into under the new agreement, and enrolling managers on CDC training, “Open to disabilities”, following the London Paralympic Games with a photo exhibit in particular;

◆ to develop measures to promote hiring, particularly for work-study contracts or trainees through contacts with the schools that offer training in Icade’s businesses, and with dedicated associations (Tremplin and Fedeeh for example);

◆ to expand the partnership with the sheltered and adapted employment sector: thus, the 2012 Employment Week for Persons with Disabilities was dedicated to the development of subcontracting within this sector.

15. Anti-discrimination policy

Text same as items 15 to 17.

2.1.7. Promotion and respect for the basic conventions of the International Labour Organization dealing with

16. Respect for the freedom to organize and the right to collective bargaining

Common text.

17. The elimination of job and professional discrimination

Common text.

Compliance with ILO conventions

Icade works to guarantee working conditions that comply with labour law and social protection national and international standards to all of its employees.

Therefore, Icade ensures compliance with the minimum salaries stipulated by law and labour conventions, whether these are agreements negotiated at business division or company level. In terms of remuneration, Icade particularly monitors compliance with the principles set forth by the ILO on “equal salary for equal work.” This issue is carefully monitored by means of indicators which are observed in employment assessments.

Icade works to comply with all legal and convention provisions in terms of work schedule, the right to weekly time off, rights to holidays and social protection (such as access to health care and accident coverage plans).

Icade respects the broad international principles set forth by the ILO on the rights of workers, encouraging employee representation and guaranteeing the right to collective bargaining, as well as f ighting any form of discrimination in its hiring, promotion and remuneration processes.

Fighting discrimination

In order to f ight discr imination, the employment policy implemented within Icade takes into consideration the integration of disabled persons, career management for older employees and professional equality between women and men. In these areas, Icade works to encourage a balance between private life and professional life through measures such as telecommuting, adjustments to work schedules, part-time work, paid maternity or paternity leave, and so on.



In 2012, on the basis of the status report comparing men and women in the Company, Icade initiated in-depth project with the expert from the Works Council in order to identify measures to improve equality between men and women. This work strengthened the ongoing monitoring of previously defined indicators and led to a number of measures and specific objectives for recruitment, professional training, and career development. On these bases, a new action plan was defined and will be developed throughout 2013.

18. The elimination of forced or compulsory labour

19. The effective elimination of child labour

Icade conducts its businesses only in France, with marginal activity in Germany. Compliance with French and German laws guarantees compliance with the provisions of the ILO conventions on these issues (items 18 and 19).

2.2. ENVIRONMENTAL DATA

2.2.1. General environmental policy

20. Organization of the Company to take environmental issues into consideration and to undergo environmental assessment or certification processes if applicable

20.1. Strategy

Sustainable development is part of Icade’s genetic heritage. Caisse des Dépôts, its majority shareholder, has made this issue one of its growth vectors, reaff irmed in the brochure entitled “Contribution to the Sustainable City” in 2012, in which Icade is one of the major contributors.

Thanks to its numerous businesses, Icade moves beyond a focus on building alone, to encompass most components of a sustainable city. This approach has always been part of the Company’s culture and has formed the core of its urban policy for 150 years. Committed to regional development in France, Icade designs its projects to serve its customers’ needs and collaborates closely with local authorities and all of its stakeholders.

Icade acts as a sustainable company in every area of its business. The Company takes responsibility for its products, creating sustainable development synergies in all building aspects, from design to operation. In terms of internal sustainability, Icade encourages its employees to focus both on the changing nature of their profession as well as their daily behaviour.

20.2. Sustainable Development policy

The Sustainable Development programme is governed by the Audit, Risk Management and Sustainable Development Committee, and by the Executive Committee, which conducts a review every six months.

This programme is audited at the operational level by the Audit, Risk Management, and Sustainable Development department. Coordination with the businesses is performed by the Sustainable Development Committee, the Sustainable Innovation Circle, and a network of agents.

Sustainable development governance

MANAGEMENT OF

Leads and coordinates the SD policy and helps operational

departments.

Implementing the exchange

internally and externally.

information and oversees the

from each area of expertise

to develop.




This strategy is deployed within an active policy organized around four major themes and 12 commitments, which was developed at the end of 2011:

1 Energy and Carbon:Control energy consumption.Reduce the carbon footprint.

2 Sustainable Buildings and Cities:Standardize certifications.Improve performance in the existing commercial assets.Develop Green Neighbourhoods.Encourage mobility.Improve management of air quality.

3 Mobilised enterprise:Structure green value.Live better at work.

4 Stakeholders:Value environmental annexes.Mobilise owners and tenants.

The advances made in these 12 themes in 2012 were as follows:

2011 Report 2012 Report

Objectives targeted and measures scheduled 2013 achievements and objectives

1Control energy consumption

Establish a management platform by use and by lot for the energy consumption of the assets held by the Property Investment division, applied to 3 significant assets in 2012. Offer in all commercial development operations metering systems by use and by lot to allow future buyers and tenants to manage energy better. Know the energy consumption of all production, housing and commercial, at the service order stage.

In 2012, the Property Investment Division completed important work to consolidate its detailed information on all energy used, in both the communal and private areas (stakeholders).In addition, as planned, it continued to set up its energy monitoring platforms on three buildings, while launching an action plan in this area for the rest of the holdings.Property Development also completed an in-depth survey of energy consumption for its current projects in order to launch a progress plan in future programmes.

2Reduce the carbon footprint

Pursuant to Decision 406/2009/EC of the European Parliament and Council (a14% reduction for France in 2020 based on 2005) :

◆ reduce the GHS emission of the Proper t y Investment Division by 12% between 2011 and 2014, target a reduction of 30% for 2020;

◆ calculate the carbon footprint of all development operations.

In 2012, at the mid-point in the commitment period to reduce GHS emissions (2011-2014), Icade confirmed its objectives and worked to conduct a more precise assessment than previously attained, particularly for the scope of commercial property assets.An assessment is also being conducted for all development operations in the Service Order stage, on the basis of seven types of construction.

3Standardize certifications

Certify the new assets of the Property Investment division: 100% under HQE certification, 50% under double HQE/BREEAM certification.In 2012, establish a model profile of the “Sustainable Development Passport.”In 2012, initiate two HQE Development certifications.

The certification commitments were met in 2012; one of the two Development HQE certifications ranked this year with four other winners.

4Improve the performance of the existing commercial property assets

Design an optimized 2012-2020 multi-year schedule of works to be conducted on the commercial assets of the Property Investment division in compliance with the work of the Grenelle Building Plan on energy renovation in commercial properties.

A detailed technical mapping of commercial assets was completed at the end of the first half of 2012. Icade’s objective is to be ready to react as soon as the decree on the renovation of existing inventory is published.Without a specific framework owing to postponement of the decree, announced in late 2011, multi-year planning has itself been postponed, which did not prevent Property Investment from actively continuing its policy to renovate the inventory.

5Develop green neighbourhoods

Develop significant projects over 20 green neighbourhoods in 2012.Create inter-project synergies in order to capitalize on experience.Strengthen the offer on social diversity, giving priority to inter-generational programmes, in the Icade green neighbourhoods.

A mapping of Icade’s holdings in green neighbourhoods was completed in order to improve internal synergies.Special effort was made in 2012 on the “Closbilles” green neighbourhood in Cergy-Pontoise where social and generational diversity is the centrepiece of the project.



2011 Report 2012 Report

Objectives targeted and measures scheduled 2013 achievements and objectives

6Encourage mobility

Revitalize the Enterprise Moving Plan (Plan de Déplacement d’Entreprise-PDE) of the corporate offices at the Millénaire in Paris (19).Map the different transport modes on all new projects.Place the building-transport relationship as a “very sensitive” criterion for the assets of the Property Investment division and the Development properties.

Because of several external factors related to the rapid growth of the territory, the Icade PDIE (Plan Déplacement Inter Etablissements or inter-establishment moving plan) has entered a new phase. After updating the diagnostic and design phase in progress for a web-based information platform, the Icade PDIE is being reconciled with that of other Plaine Commune companies.The building-transport relationship is now a criterion that is systematically studied both for Property Investment and Property Development.

7Improve air quality management

In 2012, define relevant operational indicators for air quality in collaboration with the laboratories and conduct a first test of the efficiency of these indicators.In 2012, set up Life Cycle Assessments (LCA) on 47projects.

Detailed air quality measurements are taken every six months from the main assets of the investment division for its business properties.An experiment in collaboration with the CSTB (Centre Scientifique et Technique du Bâtiment or centre for scientific and technical building studies) air quality observatory is in progress with one of Icade’s clients, adding user perception to the technical air quality indicators.

8Structure green value

In 2012, establish an operational grid to analyse Sustainable Development performance applicable to commercial property assets.Test the effectiveness of this grid in the context of building rehabilitations, asset acquisitions and half-yearly expert appraisals.

An exhaustive mapping of the sustainable performance of the investment properties was conducted using a detailed study by type of asset, forming a basis for establishing this grid. Future renovations or acquisitions will profit from the performance classification.

9Live better at work

Raise employee awareness of gender equality in 2012, particularly through the preparation of an internal agreement.Develop stress prevention for managers.

Work has been initiated with an EC expert to identify improvement measures for gender equality that should soon result in an agreement.An agreement on the prevention of psycho-social risks was signed on 10 September 2012.

10Increase green gestures

In 2012, continue to increase employee awareness, reduce the printing of brochures by 2/3 to move to electronic format, reinforce the use of sheltered workshops and draft a guide of good practices for responsible purchasing.

A major effort was made in 2012 to reduce brochure-related printing. There is now a single contract for all printing related to Icade’s communications and the number of business brochures was reduced from 257to 7.

11Expand environmental annexes

Organise a “green lease” process pursuant to Decree 2011-2058 of 30/12/2011, plan the amendments necessary by July 2013 and organize an ambitious tenant awareness policy.

A working group led by the DARDD (Audit, Risk Management and Sustainable Development Department) was formed to achieve the objectives, which to date have been completely met.A position has been created in Property Investment to monitor environmental data in the broad sense and manage the establishment and monitoring of green leases.

12Mobilise buyers and tenants

In 2012, design user rules for “green buildings” for tenants of the Property Investment division and the buyers of the commercial properties from Development. Increase the awareness of clinic operators through the completion of expert energy performance appraisals. Complete the brochure for housing buyers, insisting on daily sustainable development.

These objectives were achieved.




20.3. Detailed Programme

Associated with these 12 commitments is a suite of operational measures led by the various Icade divisions, ( Investment, Development, Services, Support Functions, etc.). There were 68 measures as of 1 January 2012, and 63 as of 1 January 2013. Each of the four themes and each of the four divisions is evaluated twice a year, in March and September.

The progress for each measure is rated at each review, and the rating is validated by the operational teams on a seven-level scale:

Status Rating

Action not begun 1

Action in start-up phase, objectives being defined 2

Action underway, objectives set 3

Action underway and timeline set 4

Action completed 5

Action completed, results disseminated 6

Action repeated on a regular basis 7

The programme is continually evolving:

◆ progress on the actions on a scale of 1 to 7;

◆ initiation of new actions;

◆ completion of actions:

– abandonment: no interest for Icade to continue,

– closure: the objective pursued has been achieved (level 6),

– renewal of the action through integration into operations processes (level 7).

When a finding of action completed (abandonment, closure or renewal) is made during a quarterly review, the corresponding action is removed from the list of actions to be reviewed at the end of the next six months, but the record is of course retained. Actions that are rated every quarter are called “live actions”.

The changes in the action programme between the f irst and second halves of 2012 are shown in the form of bar graphs:

March�201268 current actions analysed by rating level

0 5 10 15 20

Level 7

Level 4

Level 6Level 5

Level 3

4(6%)

20(29%)

14(21%)

15(22%)

5(7%)

4(6%)

6(9%)

Level 2Level 1

September 201263 live actions (68 initial – 6 recurring + 1 new) analysed by rating level

0 5 10 15 20 25 30

Level 7

Level 4

Level 6Level 5

Level 3

1(2%)

15(24%)

8(13%)

27(43%)

2(3%)

1(2%)

9(14%)

Level 2Level 1



A comparison of the two profiles established six months apart shows good general changes in the 68 initial actions:

◆ in March 2012, 35% of the actions were not started or well defined. In September, there were now only 26% in this situation;

◆ in March 2012, 30 actions were rated between 4 and 7 (started with minimum objectives set), 39 were in this position in September 2012, an increase of 30%;

◆ in March 2012, 15 actions were either completed and/or recurring; 18 actions had this status in September 2012, taking into account the 6 actions removed from the list, giving an increase of 20%.

20.4. Indicators and procedures to monitor actions

The live actions are grouped by commitment. Each commitment is subject to a double evaluation: by maturity and by speed of change:

◆ Maturity Indicator (MI): the maturity of a commitment is represented by the average of the status levels of the actions comprising the commitment. A high average means that

the majority of the actions are close to completion, and that it is necessary to decide if new actions are required. In contrast, a low maturity index means that significant work remains to be done to achieve results;

◆ Dynamic Indicator (DI): the speed of change or commitment dynamic is measured in relation to the preceding evaluation, by dividing the number of levels by which the actions have increased by the number of actions in question. This gives an “average points gained” for the group of actions in question. If the speed is 1, each action has increased 1 level on average.

Of course, these methods for reading the progress of the programme (by commitment, by team) are intended for information only and not for comparison purposes given the differences in size, challenge and diff iculty of the commitments evaluated.

Beginning in March 2013, a third index representing the number of actions completed will be added to this analysis.

These two indicators—Maturity (MI) and Dynamic (DI) are calculated for each of the 12 commitments of the programme, and then for each of the four divisions concerned.

Consolidations of the commitment evaluations monitor the actions by theme:

MI DI

Energy and carbon 4.42 0.79

Sustainable building and city 3.48 0.53

Company mobilized 3.60 1.00

Stakeholders 3.60 0.80

20.4.1. “Energy and Carbon” theme

MI : 4.42 DI : 0.79

This theme advanced strongly during this six month period. Over 80% of the actions are between the started and recurring stages; only three of the 19 active actions (16%) have not yet been completely defined.

This is also the theme with the strongest maturity index, and a very strong dynamic index (80% of the actions have increased one level).

Several significant actions to achieve a greater understanding of energy and carbon mapping and of the concrete measures with regard to energy metering, both for Property Investment and Property Development, illustrate this result: this initial assessment will now allow us to set up controlled action plans.

In addition, the progress of several actions—which are, however, currently under active study with Services—is still barely visible at rating level; the rate of progress depends on the aims of the principals.

Finally, concrete and visible actions on “corporate” issues have advanced well (IT and vehicles).

The issues related to carbon, particularly actions designed to make controlled reductions of CO

2 emissions, and progress in

studies and actions on the LCA constitute most of the progress to be planned during the upcoming months.

20.4.2. The “Sustainable Building and City” theme

MI : 3.48 DI : 0.53

The theme appears to be the lowest rated of the four themes, both in maturity (MI) and dynamic indicators (DI).

There are several explanations for this situation:

◆ certain actions on this theme are long-term by nature, and cannot advance very quickly, particularly for actions on air quality (a f ield of knowledge in the process of being acquired);




◆ actions relating to the Parc des portes de Paris are deferred to be in phase with the changes in this property, currently being defined (actions 28 and 2);

◆ the renovation works plan for exist ing commercial properties, having reached a sufficient phase of maturity at the end of the first half of 2012, remains unchanged as it has been suspended pending publication of a future decree dealing with this issue;

◆ certain actions will be visible only at the end of the year, as the results of the initial objectives can be observed only in the next report in March 2013.

Two actions have progressed well:

◆ one is the mapping of the housing performance profile by region, which is a good starting point to define a progress plan;

◆ the other is an operational action on better control of the gas flows in housing properties. This issue is of great importance, being a very sensitive one in the new BBC buildings.

For the “Enterprise Moving Plan” cited in the objectives of the f irst-half report, progress is not visible in the rating, primarily owing to the absence of consolidated reporting. On the other hand, the “mobility platform” has again entered an active design phase, which should rapidly move this action forward.

20.4.3. The “Mobilized Enterprise” theme

MI : 3.60 DI : 1.00

This theme has the lowest maturity indicators; the original actions were primarily in the start-up phase. On the other hand, it has the strongest dynamic indicator, a sign of strong progress.

More than 80% of the actions of this theme are related to support functions, with only one action for each of the other BUs.

The actions that have made the most progress cover social and/or societal measures, such as measures for seniors or dealing with sheltered employment.

The relative weakness of the maturity indicator can essentially be explained by the recent start-up of two actions; the very strong dynamic indicator for this same commitment demonstrates a rapid change in results.

The actions that merit greater attention during the next half are essentially related to the economy:

◆ process to obtain Energy Savings Certif icates (CEE);

◆ work on green value (both for the expert appraisals of the assets and for acquisitions);

◆ SRI Charter in asset/investor relations.

20.4.4. “Stakeholders” theme

MI : 3.60 DI : 0.80

This theme cover actions related to clients and partners and show mixed results. The f irst commitment, relating to green leases (environmental annexes) shows a very good general rating, which is essentially due to a rating closely connected to the drafting of the actions (this is the best dynamic indicator of all the commitments). But a detailed analysis can be summarized as follows:

◆ action 59 concerning the “structuring of the green lease process” of Icade rose three points over the period; the approaching application of the relevant decree (July 2013) demanded this work;

◆ the effective establishment of these annexes during the first half of 2013 (action 60), currently with a 4 rating, merits a very steady effort to reach level 5 within the regulatory deadlines.

The “Client Awareness” commitment did not really get launched during the period. The maturity of these actions, representing 14% of the total volume of actions, is low (which reflects ambitious objectives in an area where we must gain further expertise). Despite this fact, the dynamic remains very slow.

Since the good behaviour of users is one of the keys to the results of the performance measured for buildings in operation, this “client awareness” component deserves to make progress.

20.5. Highlights in 2012

◆ 6 January: certif ication, renovation and energy: delivery of building “028 - le Beauvaisis”, the first Paris commercial property to have received the BBC Renovation. label and been HQE certif ied (Certivea passport: Exceptional).

◆ 22 May: the Tour Maine-Montparnasse Complex becomes a partner of the national “Bees: environmental guards” programme and opens a Hive on the Esplanade Jean Tossan - Icade Property Management is the managing agent for the property complex.

◆ 17 to 21 September: Icade actively participates in Green Building Week by organizing several events, both in Paris and the regions. The goal of this international week is to raise public awareness about sustainable development in the building sector.

◆ 6 October : Icade earns the f irst international HQE certif ication for the “ Icade Premier Haus 1” building constructed in Munich, with the HQE Exceptional passport issued by Certivéa.

◆ 15 November: Icade Logement earns “HQE® Fittings” certif ication for the Closbilles park in Cergy-Pontoise. Icade is once again one of the first beneficiaries of a new environmental certif ication for subsequent large-scale rollout.

◆ 15 November: TourFIRST is certified LEED Gold NC, the first in France in its category. It recognizes the restructuring work of Tour First at the La Défense business centre.



◆ 20 November: Icade earns “HQE® Operating” certif ication for its corporate headquarters at Millénaire 2 in Paris. This certif ication involves monitoring and improving the building’s environmental performance.

◆ 10 December: the Lumine & Sens building in Bordeaux is audited for “HQE® Operat ion” cer t if icat ion. The certification is obtained in early January 2013. Icade Property

Management in Bordeaux worked on this building within the framework of its technical mandate delegated by the building’s owner, La Française AM.

◆ In 2012, Icade Development won six Pyramid awards, f ive silver and one gold, in a competition organized by the Fédération des Promoteurs Immobiliers (FPI) of France, intended to promote quality, expertise and innovation in the construction of property programmes of all types:

Saint-Orens Les Muriers Regional Grand Prize – Aesthetic Award

Nice Bel Canto Aesthetic Award

Aix-en-Provence Anahita General Public Award

Dijon Jardins des Capucines Aesthetic Award – GRDF Prize

Strasbourg Les Docks Regional Grand Prize – Innovation Prize (gold pyramid)

Lille Madeleine 250 Prize for Corporate Property

◆ December 2012: Icade Property Investment finalizes the environmental mapping (energy, carbon, water and waste) of its significant office holdings. This work, based on real consumption data, is the essential starting point for the implementation of the sustainable development actions of Property Investment on its holdings (green lease, energy renovation on the existing holdings, etc.).

◆ 31 December 2012: The fleet of electric shuttles established to serve the Parc du Millénaire, breaks a traffic record with over one million passengers using the transport system in one year.

Icade Property Development has always focused on being a leader and, for 2013, has positioned two operations ready to be labelled “Biosourced Building” (Order of 19 December 2012), intended to promote local subsidiaries supplying renewable materials, such as wood or straw).

In the same spirit , over the last two years Icade Property Development has established an observatory of construction methods and types of energy used for heating and sanitary hot water in order to obtain practical information and to make its teams aware of the best technical solutions from the standpoint of energy consumption and greenhouse gas emissions.

After raising awareness among its technical agents in 2011, Icade Property Development developed two training modules on interior air quality (QAI) and the life cycle assessment (LCA) for all its operational staff. These modules are being deployed in 2013 and 2014.

The birth of BIHOME® or shared housing in 2012. This is the technical option to combine or separate two adjacent apartments to expand or reduce the housing space. This new concept, created by Icade Development, offers the advantage of providing a response to one of the pillars of Sustainable Development - the societal aspect - by encouraging social and intergenerational mixing. In fact, with the rise in co-leasing, geographic mobility, modern families and intergenerational cohabitation, the various ways to live in a housing unit are increasing. But the same requirement still remains: to preserve independence. The BIHOME® concept is completely in line with new urban living modes, and offers an effective and permanent solution for the youngest to the oldest, for families to telecommuters. It definitively enables co-residency in the same housing unit or in two separate, but neighbouring apartments, for a senior and a student, a f irst-time buyer or f irst-time tenant, parents with a child, co-tenants, parents with an au pair, a family with a dependent person, or offers the possibility of separating a living space and a working space for a “telecommuter.”




In regard to real-estate engineering, Icade is expanding its expertise in sustainable construction as well as its consulting work and project management assistance. In construction, it provides technical consulting and assistance in HQE® project management, offering major sustainable development expertise, not only to Icade’s own projects but also for other clients. In renovation and environmental studies, the Company offers services tailored to the challenges of sustainable real estate: “HQE® Operating” certif ication, energy saving certif icates, energy and carbon footprints, PPE® Environmental Progress Plans, project management assistance (AMOE (1) and AMO (2)) for Habitat & Environmental Assets renovation, environmental studies and diagnostics.

When constructing public faci l it ies , Icade already takes environmental and social issues into account for most of the projects for which it is responsible, such as high schools, hospitals and social housing. Because of its Commercial NF certification in the HQE process, Icade Public Health Development must offer this certification to public operators, as a guarantee of environmental expertise and quality.

An important event in 2012 was the delivery - on time and in strict respect for the budget - of La Cité Sanitaire de Saint-Nazaire (93,000 m2 work surface) with high-performance energy properties: bioclimatic architecture, production of 80% of the energy with renewable energy sources (wood heating, solar panels), 20% greater building insulation over the standard.

Icade Project Development is developing major projects with strong environmental properties (sustainable development charters), such as the reconversion of the Mc Donald’s warehouses in Paris and the development of the ZAC (Zone D’Aménagement Concerté or Integrated Development Zone_ of Plessis-Botanique in La Riche. After an initial successful experiment which led to HQE Development® certification, one of the first major operations to be certified HQE Development® is the “Les Closbilles” operation which Icade Promotion is developing in Cergy-Pontoise. This programme represents both demanding environmental requirements (HQE® certifications and Effinergie+® labels) and social requirements, by stipulating social and intergenerational diversity.



20.6. Certifications

20.6.1. Certifications of Icade property holdings

Status Number Assets LocationLeasable

useful area Certification

(Reference) Label Regulation

Certified 2005 Building 270 Aubervilliers 8,853 m2 HQE® (Offices) RT 2000

2006 Millénaire 1 Paris 19th 29,708 m2 HQE® (Offices) RT 2000

2008 Millénaire 2 Paris 19th 28,412 m2 HQE® (Offices) RT 2000

2009 Link Paris 15th 10,651 m2 HQE® (Offices) RT 2005

2009 Building 521 Aubervilliers 18,115 m2 HQE® (Offices) RT 2000

2010 La Factory Boulogne 13,856 m2 HQE® (Offices) RT 2005

2010 VJ2 Loire (Îlot 3) Villejuif 19,717 m2 HQE® (Offices) THPE RT 2005

2010 VJ3 Rhône (Îlot 4) Villejuif 8,007 m2 HQE® (Offices) THPE RT 2005

2011 VJ4 Garonne (Îlot 6) Villejuif 20,652 m2 HQE® (Offices) THPE RT 2005

2011 Millénaire 5&6(*) Aubervilliers 17,404 m2 HQE® (Offices) THPE RT 2005

2010 H2O Rueil-Malmaison 21,730 m2 BREEAM® RT 2005

2011Le Millénaire Shopping Centre Aubervilliers 55,268 m2 HQE® (Stores) RT 2005

2012 VJ5 Rhin (Îlot 1) Villejuif 9,968 m2 HQE® (Bureaux) THPE RT 2005

2012 Building 028 Paris 19th 12,003 m2 HQE® (Offices) BBC Renov RT 2005

Subttotal ccertified 274,344 mm2

In progress

2015 Millénaire 3 Paris 19th 30,680 m2 HQE® / BREEAM BBC RT2005

2013 Tour EQHO La Défense 79,214 m2 HQE® (Offices) BBC Renov RT 2005

Sub--total in progress 109,894 mm2

Projects 2015 Îlot E Saint-Denis 30,000 m2 HQE® (Bureaux) BBC2005 RT2012

2016 Millénaire 4 Paris 19th 24,775 m2 HQE® (Bureaux) BBC2005 RT2012

2016 Veolia Aubervilliers 45,065 m2 HQE® / BREEAM RT2012

Projeect suubtotal 99,840 mm2

(*) Millénaire 5&6 and Le Millénaire retail centre: Icade’s ownership of these buildings is 50%.




Assets

Construction Eco-management Comfort Health

Total points/Min requred1

En

viro

nm

ent

2 M

ater

ials

3 P

roje

ct

4 E

ner

gy

5 W

ater

6 W

aste

7 M

ain

ten

ance

8 H

ygro

ther

m.

9 A

cou

stic

s

10 V

isu

al

11 O

dor

12 S

pace

s

13 A

ir

14 W

ater

Building 270 3 1 2 3 3 3 3 3 1 2 2 2 2 2 32/24

Millénaire 1 3 1 3 3 1 3 1 1 1 2 2 1 2 2 26/24

Millénaire 2 3 1 2 3 1 3 2 1 1 2 2 1 2 2 26/24

Link 3 2 1 2 2 3 3 1 2 3 1 1 1 2 27/24

Building 521 3 1 3 3 2 3 2 2 1 1 3 1 3 2 30/24

La Factory 3 1 3 2 2 1 3 2 1 1 2 1 2 2 26/24

VJ2 Loire (Îlot 3) 2 2 3 3 2 2 3 3 2 2 2 1 2 1 30/24

VJ3 Rhône (Bldg 4) 1 2 3 2 1 1 3 3 2 2 2 1 3 1 27/24

VJ4 Garonne (Bldg 6) 2 3 3 3 3 2 3 3 2 2 1 2 3 1 33/24

Millénaire 5&6(*) 3 2 3 2 2 2 3 3 2 2 2 1 2 2 31/24

H2O

Le Millénaire Shopping Centre 3 1 3 2 2 3 3 2 2 2 1 1 1 2 29/24

VJ5 Rhin (Îlot 1) 2 2 3 2 3 1 3 2 2 2 2 1 2 1 28/24

Building 028 3 3 3 3 2 3 3 3 2 2 3 2 3 2 37/24

381/312 +22%%

Millénaire 3 3 2 3 3 2 2 3 2 2 2 3 3 2 2 34/24

Tour EQHO 2 2 3 2 1 3 3 3 2 2 1 1 1 3 29/24

63/48 +31%%

Îlot E

Millénaire 4

Veolia

Average 1

Good 2

Very good 3



Below are the projects for office building areas (excluding stores) certified over the period 2012-2016, identified as at 31 December 2012:

0

100,000

200,000

300,000

400,000

500,000

2012 2013 2014 2015 2016

219,076

298,290 298,290

428,810

358,970

in m2

20.6.2. Icade Development certifications

Within its property development business, Icade underscores its environmental performance by obtaining certif ication for its products and services. Thus, in 2012 Icade Property Development confirmed its environmental certif ications NF Housing HQE® Process and NF Commercial HQE® Process by successfully completing its follow-up audit.

In commercial property development, Icade completes all its offices under HQE® and seeks dual environmental certif ication for most of its programmes, by seeking BREEAM® certif ication in addition to HQE® certif ication. Thus, the Urbagreen operations

(18,950 m2 net floor area) in Joinville and Le Garance (30,000 m2 gross area) in Paris (20) hold double certif ications. Millénaire 3 (34,000 m2 net f loor area) at the Parc du Millénaire in Paris (19) for which studies were launched in 2012 will also be both HQE® and BREEAM® certif ied. It should be noted that the energy performance of the Pushed Slab building (18,000 m2 net floor area) in Paris (13), which will have an energy consumption of 50 kWh

ep/m2

net floor area/year, over 20% lower than the commercial BBC requirements. The f irst building of the Paris Renovation BBC commercial building, the Beauvaisis (13,000 m2 net floor area) was delivered in 2012. This year will also be the year when the studies for the Veolia Environnement head office (50,000 m2 net floor area) will be launched, with very ambitious environmental requirements on the part of the client, and for which Icade will implement all its expertise to achieve. The regions are not far behind, and in 2012 launched some major projects, including the Viviani (4,000 m2 net floor area) in Nantes and Le 250 (4,500 m2

net f loorarea) in Lille, both covered by the HQE® process and the BBC label.

In housing development , for more than t wo years Icade Development has been implementing a voluntary process for all its production under the BBC label in order to control this performance level before it becomes mandatory for all buildings in 2013: all building permits f iled since the end of 2010 are at least BBC level.

At the annual Congress of the Federation of Real Estate Developers, Icade Housing Development was awarded a trophy for the 100,000th NF certif ied housing unit produced in France for an Icade Development project in Metz.

Mapping of product certi} cations for the housing business (Service Orders 2011/2012)

Type

2011 2012

Number of housing units %


Housing units OS

Qualitel 236 5 47 1

H&E 852 19 1,158 28

NF Housing - - 1,378 33

NF HQE Housing 164 4 353 9

No certification 3,178 72 1,182 29

Total launcched 4,430 100%% 4,118 100%




Proportion of Service Order 2011 product certi} cations in number of housing units

Qualitel

5%

72%

4%

H&E

19%

NF

0%

Proportion of Service Order 2012 product certi} cations in number of housing units

Qualitel

1%

NF Housing

33%

No

29%

NF HQE Housing

9%

H&E

28%

In 2012, the number of housing operations that received certif ication increased by more than 250% compared with 2011. This is proof of Icade’s commitment to the certif ication of its products.

Mapping of product certi} cations for commercial property business (SO 2011/2012)

Type

2011 2012

m2 net floor area %

m2 net floor area %

Offices SO

NF HQE Commercial Property 39,539 50 89,968 58

NF HQE Commercial + BREEAM 28,942 36 48,950 32


Tootal launched 79,891 100%% 154,282 1000%

Other (nursing homes, hospitals) SO

NF Commercial Property HQE 0 0 0 0

NF Commercial Property HQE + BREEAM 0 0 0 0


Tootal launched 34,923 100%% 40,535 1000%

Proportion in m2 net � oor area of SO 2011 o� ce certi} cations

NF HQECommercial

Property

50%

14%

NF CommercialProperty HQE+ BREEAM

36%

Proportion in m2 net � oor area of SO 2012 o� ce certi} cations

NF HQECommercial

Property

58%

10%

NF CommercialProperty HQE+ BREEAM

32%



In 2012, with the doubling of areas under Service Orders, Icade Development confirmed its commitment to the certification of its offices.

Below is a summary of the certif ication profiles of all operations combined in Development, for the Service Orders launched in 2012:

Performance pro} le of the NF Housing HQE operations launched in 201218 operations

Green construction Green management Comfort Health

Very good 17% 22% 100% 22% 17% 17% 28% 6% 0% 6% 6% 56% 11% 17%

Good 83% 33% 0% 78% 72% 78% 0% 72% 17% 39% 0% 22% 33% 61%

Fair 0% 45% 0% 0% 11% 5% 72% 22% 83% 55% 94% 22% 56% 22%

Target 1

Target 2

Target 3

Target 4

Target 5

Target 6

Target 7

Target 8

Target 9

Target 10

Target 11

Target 12

Target 13

Target 14

C1. the relationship of the building with its

environment;C2. Integrated choice

of construction products, systems and

processesC3. Low nuisance

projects

C4. Energy management C5. Water management

C6. management of waste from the activity

C7. Management of service and maintenance

C8. Hygrothermal comfort C9. Acoustical comfort

C10. Visual comfortC11. Olfactory comfort

C12. Sanitary quality of spaces

C13. Sanitary air quality

C14. Sanitary water quality

Performance pro} le of NF HQE Commercial Buildings launched in 2012Eight operations

These eight operations will be awarded a Passport from Certivéa (the certifying agency), which is a summary document that simply expresses the green value of the building.

This represents five “HQE Excellent” passports and three “HQE Very Good” passports.

Green-construction Green management Comfort Health

Very good 88% 13% 100% 88% 50% 38% 88% 50% 0% 0% 0% 0% 25% 0%

Good 12% 12% 0% 12% 50% 50% 12% 50% 37% 50% 88% 25% 75% 25%

Fair 0% 75% 0% 0% 0% 12% 0% 0% 63% 50% 12% 75% 0% 75%

Target 1

Target 2

Target 3

Target 4

Target 5

Target 6

Target 7

Target 8

Target 9

Target 10

Target 11

Target 12

Target 13

Target 14

C1. the relationship of the building with its

environment;C2. Integrated choice

of construction products, systems and

processesC3. Low nuisance

projects

C4. Energy management C5. Water management

C6. management of waste from the activity

C7. Management of service and maintenance

C8. Hygrothermal comfort C9. Acoustical comfort

C10. Visual comfortC11. Olfactory comfort

C12. Sanitary quality of spaces

C13. Sanitary air quality

C14. Sanitary water quality




Icade Property Development environmental labels in 2012

Mapping of the housing production energy labels (deliveries and Service Orders 2011/2012)

Type

2011 2012



Housing units

Delivered

BBC Effinergie 315 9 1,046 20

THPE 2005 154 4 949 19

HPE 2005 765 22 835 16

RT 2005 2,317 65 2,292 45

Total deliverred 3,551 100% 55,122 1000%

SO

BBC Effinergie 3,088 70 4,047 98

THPE 2005 532 12 - -

HPE 2005 343 8 - -

RT 2005 467 11 71 2

Total launched 4,430 100% 44,118 1000%

Proportion of SO 2011 housing energy labels in number of housing units

HPE 2005

8%

70%

RT 2005

10%

THPE 2005

12%

Proportion of SO 2012 housing energy labels in number of housing units

98%

RT 2005

2%

The strategy adopted in 2010 to produce only BBC housing programmes was fully met in 2012, with one exception on a programme located in an historical protected area. This unlabelled operation will however offer an energy performance close to the labelling standard.



Mapping of Commercial Property production energy labels (deliveries and SO 2011/2012)

Type

2011 2012

m2 net floor area %

m2 net floor area %

Offices

Delivered

BBC Effinergie 2,971 3 - -

THPE 2005 39,790 37 10,839 62

RT 2005 31,782 60 6,619 38

Total delivvered 106,774 100%% 117,458 1000%

SO

BBC Effinergie 63 399 100 136,332 88

THPE 2005 - 0 8,249 6

RT 2005 - 0 9,701 6

Total launnched 63,399 100%% 1554,282 1000%

Other(nursing homes, hospitals, etc.)

Delivered

BBC Effinergie - 3 - -

THPE 2005 39,790 37 21,818 14

RT 2005 32,231 60 130,369 86

Total delivvered 106,774 100%% 1552,457 1000%

SO

BBC Effinergie 2,602 5 5,812 14

THPE 2005 23,339 45 14,782 37

RT 2005 25,474 50 19,941 49

Total launnched 51,415 100%% 1994,817 1000%

FOCUS ON OFFICE PRODUCTION IN 2011 AND 2012

Proportion of SO 2011 o� ce energy label in m2 net � oor area Representing three operations

100%

Proportion of SO 2012 o� ce energy label in m2 net � oor area Representing 12 operations

89%

RT 2005

6%

THPE 2005

5%

In 2012, the number of operations earning the BBC Eff inergie label increased threefold over 2011.




21. Employee training and information programmes on environmental protection

21.1. Strategy

The implementation of a new Sustainable Development strategy, initiated in late 2011, included studies, then training initiatives, which is one of the keys to the success of projects during this new energy transition period which came about in 2012.

In 2012, the Icade Training Department continued its plan prepared the previous year, with the assistance of the Sustainable Development department in order to supplement this training based on changing needs, which will be assessed by means of an annual internal survey entitled the “Sustainable Development Barometer.”

21.2. Training programmes

21.2.1. Calculated indicators

In 2012, more than 199 trainees received training related to Sustainable Development within the framework ofthe multi-year planning, which represented a total of 1,469 hours.

21.2.2. Conference of 2 April 2012

Heavily involved in the work of the Grenelle Environment Forum since 2009, Icade is taking measures pursuant to the implementing decrees, and anticipates those measures whenever possible (with regard to environmental annexes, in particular) and promotes them.

In this context, Icade organized a morning of conferences to provide outside insights on four major issues. It was attended by 200 people, Icade employees and partners in its sustainable development programmes.

This conference, led by five strategic speakers, was held in 2 April 2012:

Introduction Serge GrzybowskiChairman and Chief Executive Officer of Icade and President of FGBC

The environmental annex to a Lease Vice President of the Association of Real Estate Directors Director of General Services,Groupe Pierre & Vacances - Center Parcs

Renovation of existing Commercial Properties

The President of CBRE, author of a report on the renovation of existing commercial properties under the Grenelle Building Plan

2012 Thermal Report Director of the Energy, Health and Environmental Department of the CSTB

CSR Reporting A partner from the Mazars firm

Conclusion Denis BurckelDirector of Audit, Risk Management and Sustainable Development

21.2.3. Training to supportthe Sustainable Development programme

In 2012, Icade created an internal training module intended for key internal Sustainable Development players, which covered the themes of context, recent changes (regulations, certifications, etc.) and sharing feedback from pilot projects (external and internal). Tested in two regional departments in 2012 (Toulouse and Lyon), general deployment of this module is scheduled in 2013, with a target of 300 employees to be trained.

22. Resources devoted to the prevention of environmental risks and pollution

22.1. Corporate

The buildings occupied by Icade departments are exclusively off ices in buildings which present no intrinsic properties that

would make current operations likely to impact the environment through discharges into the air, water and soil.

22.2. Operating Businesses, Icade Property Investment declaration

The holdings of Icade Property Investment, which are primarily commercial properties (offices or storage warehouses for non-toxic products) consist of buildings or premises that present no intrinsic properties that would make current operations likely to seriously impact the environment because of discharges into the air, water or soil. Icade Property Investment remains vigilant about these issues, primarily through the following measures:

◆ a systematic HQE process on its projects for new buildings;

◆ the establishment of a watch on the conditions of the water tables in the commercial parks located north of Paris, which were polluted by earlier industrial activities;



– a historic and documentary study in order to specify any potentially polluting activities which could have been performed, and the vulnerability of the environment in the sector being studied;

– the evaluation of the quality of the underground ecosystem;

– the classif ication of the zones based on pollution risk;

– a programme of investigations on the high-risk parcels.

Icade has created and maintains a database of the equipment forming part of the “Installations classif ied for the protection of the environment” (ICPEs).

◆ Since 30 December 2010 (Decree 2010-1700 of November 2010), the cold groups have been covered by category 1185 of the ICPEs (the packing of halogenated hydrocarbons). Since the quantity of cooling f luid present in the air conditioning lines is less than 800 litres, this equipment is no longer classif ied as an ICPE.

◆ The boilers managed by Icade have power of less than two MW.

◆ Icade Property Investment has eliminated the cooling tower installations from its business parks, replacing them with other clean technologies. It has also eliminated the transformers with PCBs (polychlorobiphenyl) which are ICPEs that present high risks for the environment.

Taking into account all these actions and administrative changes, Icade no longer operates any ICPE on its business parks.

22.3. Project/Development businesses, Icade Development declaration

Environmental certifications take into consideration the prevention of environmental risks and pollution. The Management System of Icade Property Development, applied to all operations and renewed in 2012 after a follow-up audit, includes the procedure PR-IP 06 Risk Management and the Guide to requirements for a project with low environmental impact.

23. The amount of the provisions and guarantees for environmental risks, provided that this information could not cause serious damage to the Company in a current dispute

This amount is zero for Icade and its subsidiaries.

2.2.2. Pollution and waste management

24. Measures to prevent, reduce or repair discharges into the air, water and soil which could seriously impact the environment

For the entirety of the activities of Icade and its subsidiaries, no case presenting known or predictable risks for discharges into the air, water or soil seriously affecting the environment has been identif ied as of this date. The risk management measures described in Chapter 22 are deemed to be sufficient.

25. Measures to prevent, recycle and eliminate waste

25.1. Principles adopted for the declaration

This chapter is organized into three levels of declarations, pursuant to the Guide to CSR Reporting: “Article 25” , prepared by the France Green Building Council (FGBC):

◆ corporate, in which the items declared are limited to the buildings used by the Company for its own use;

◆ activity, in which the items declared correspond to revenues;

◆ stakeholders, which identif ies the environmental impacts beyond Icade’s direct responsibility in order to assess the total performance of the buildings.

The indicators used and the calculation methods are explained in section 25.3.1.4 below.

25.2. Corporate level declaration

25.2.1. Scope

The “Corporate” scope used corresponds to the office buildings of the head office in Paris (19) and the surrounding buildings in the Parc des portes de Paris in Aubervilliers. For the other Paris and regional buildings (leased), this information is not available with sufficient reliability to be published.

Therefore, the scope studied is composed of the following two lots:

PAT601 (Millénaire 1) in which 70% of the rental area is occupied by Icade (support, development and investment departments) and 30% by outside tenants, including the group restaurant (RIE7Group) at 7%.

PAT265/266/267/268/269, a block of buildings in which energy is connected by common networks, in which 40% of the rental area is occupied by Icade (Icade Services – PAT268) and a wholly owned subsidiary (Icade ARCOBA – PAT265). The remaining 60% of the rental area is occupied by external tenants.

25.2.2. 2012 calculated data and 2011 comparison

The correspondence between references and building names with addresses is provided in Annex 1.

The acronym “PAT” means that the building is in the Business Parks (Parcs Tertiaires), and the acronym “BUR” means that the building is classif ied as “diverse”.




Env.07 Env.08

2012 2011 2012 2011

(in tonnes of waste) (as % of non-recyclable)

PAT601 127.0 132.8 53% 45.0%

PAT265-266-267-268-269 83.1 88.0 41% 38.9%

Totals 210 221 49.3% 43.2%

Comments:

The portions of these buildings occupied by Icade and its subsidiary Icade ARCOBA, have decreased the tonnage of waste produced between 2011 and 2012 by 5%, despite an unchanged occupancy rate.

The average percentage of non-recyclable waste increased 14.1%. This increase is the result of the internal restructuring work at Icade in PAT601 in 2012, which produced more “all waste.” For PAT 265 to 269, the increase in the share of non-recyclable waste is due to the fact that several tenants moved in 2012 and the moves implied an exceptional waste production.

25.3. Operational businesses, Icade Property Investment declarations

25.3.1. Activity levels and Stakeholders declaration

In order to establish a relevant waste control policy, Icade Property Investment keeps a “waste assessment” on a significant portion of

its office holdings. On these holdings, a comprehensive approach to the total waste produced by each building has been initiated, and the declaration made directly concerns the sum of the “Activity” and “Stakeholder” levels.

This assessment reveals the production levels of each building and whether this waste is recyclable, based on selective sorting organized at each site. Icade Property Investment thus has a basis for the real status of waste control in these holdings and can establish priority actions to reduce production, develop selective sorting, and control treatment streams.

This detailed knowledge of the waste from holdings will allow Icade to implement a realistic and measurable policy for the coming year, based particularly on the 20 environmental annexes (totalling 105,876 m2 of useful areas), including the “waste” theme, which were entered into up to 31 December 2012 (including 17 in 2012) and on those that have yet to be entered into in the first half of 2013.

25.3.1.1. Scope

Icade’s real estate assets at 31 December 2012 were as follows:

Icade assets in operation at 31/12/2012Area

(in m2)% of the

total area

Appraisal values rights

included at 31/12/2012


% of total value

Diverse Offices 401,381 15.38% 1,993,371 32.12%

Business Parks 532,396 20.40% 1,534,618 24.73%

Shopping centres 213,519 8.18% 462,433 7.45%

Health 780,327 29.91% 1,812,249 29.20%

Warehouses 561,987 21.54% 200,214 3.23%

Offices Germany 119,750 4.59% 202,796 3.27%

Total 2,609,359 100% 6,205,680 100%

The environmental mapping carried out by Icade Property Investment in 2012 covered the communal and private portions of the significant buildings in the “Diverse Offices” and “Business Parks” categories.

This perimeter of “significant buildings” represents a total of 433,801 m2 (useful area), representing 46% in area of the “Diverse Offices” and “Business Parks” classes and 57% of the appraisal value.



The locations of the buildings are provided in Annexe 1.

Diverse offices (18) Business parks (27)

BUR001 29-31-33 Champs Élysées PAT010/PAT011/PAT012 Pont de Flandre

BUR002 69 Boulevard Haussmann PAT014 Pont de Flandre

BUR003 Morizet PAT025 Pont de Flandre

BUR004 Camille Desmoulins PAT026 Pont de Flandre

BUR006 Rueil-Malmaison PAT028 Pont de Flandre

BUR009 Vj1 Seine - Ilot 5 PAT029 Pont de Flandre

BUR010 Vj2 Loire - Ilot 3 PAT032/PAT033 Pont de Flandre

BUR011 Vj3 Rhone - Ilot 4 PAT034 Pont de Flandre

BUR012 Vj4 Rhin Ilot 6 PAT601 Parc du Millénaire

BUR013 Vj5 Garonne-Tolbiac - Ilot 1 PAT602 Parc du Millénaire

BUR015 Crystal Park PAT521 Pilier CFI

BUR017 Messine PAT557 Pilier CFI

BUR020 Nanterre Étoile Parc PAT112 Saint-Denis

BUR021 Evry Européen PAT113 Saint-Denis

BUR022 Link Grenelle PAT123 Saint-Denis

BUR024 La Factory Boulogne PAT134 Saint-Denis

BUR514 Neuilly Charles De Gaulle PAT264 Gardinoux

BUR515 Neuilly Dulud PAT265/266/267/268/269 Gardinoux

PAT270 Gardinoux

PAT134 (6) Saint-Denis

The scope covers the buildings listed above held by Icade Property Investment, excluding areas assigned to “corporate” in Section 25.2. These buildings have various rental situations:

◆ multi-tenant buildings managed by Icade Proper t y Investment with or without responsibility for tenant waste, depending on the terms of the lease;

◆ single tenant buildings, in which all or some of the waste management is performed by the tenant and/or by a real estate management third party.

It should be noted that the waste assessment also includes, for each of the two building categories indicated above, the hazardous waste produced by certain tenants for which regulations require specific sorting and elimination treatments.

On the other hand, the established form of assessment does not include recyclable or non-recyclable waste generated during maintenance, or total or partial renovation projects on the buildings within the perimeter. This waste is handled by the maintenance or renovation operators under their work contracts.




25.3.1.2. 2012 data and 2011 comparison

The correspondence between references and building names with addresses is provided in Annexe 1.

The acronym “PAT” means that the building is in the Commercial Business Parks (Parcs Tertiaires), and the acronym “BUR” means that the building is classif ied as “diverse.”

Env.07 Env.08

2012 2011 2012 2011

(in tonnes of waste) (as % of non-recyclables)

PAT subtotal 1,462.4 1,419.6

BUR subtotal 1,904.1 1,532.9

General total 3,367 2,953 60.3% 64.8%

Comments: the buildings occupied by investment tenants produced 14% more waste between 2011 and 2012. The tonnage of waste for the Business Parks (PAT) rose 3%, while the tonnage for the Diverse Offices rose 24.2%. These increases are primarily related to the fact that the occupancy rate increased by an average of 5.2% in the Business Parks, and 106.9% for the Diverse Offices (excluding BUR009, 010 and 011). The 14% decrease in waste for PAT010-011-012 reflects the fact that in 2011 there were many changes in this building, which produced higher tonnage.

In addition, the portion of non-recyclable waste declined 5.8% for the Diverse Offices, which is due to the fact that selective sorting was established in BUR002 in August 2011. The portion of recyclable waste (paper/cardboard + glass) from BUR003 rose 32.1%. The portion of non-recyclable waste in the Business Parks dropped 7.8%. This decrease was partially due to the implementation of selective sorting in PAT521 in 2012.

25.3.1.3. Improvement in production and selective sorting

The improvement in production, recycling and waste elimination in the existing buildings is achieved through several measures:

◆ better knowledge of the f lows of waste produced and collected in the parks. Five main flows are identif ied: DIB (ordinary industrial waste), Paper/Cardboard, Green waste DIS (special industrial waste), D3E (electrical and electronic equipment waste);

◆ pooled collection service being developed;

◆ constantly changing recovery rate: waste recycled at the sorting centre (material recovery and recycling chain), recovered in incineration (sorting refused) or recycled on site (green waste).

The challenges and areas of study cover:

◆ the expansion of selective sorting;

◆ improvement in material recovery;

◆ measurement of the waste-related environmental performance;

◆ establishment of environmental annexes;

◆ continuation of the current experiment in “onboard weighing” at the business parks (reconciliation of weights and volumes).

25.3.1.4. Methodology note

The data come from assessments made on volumes measured in real time. The processing of this data is described in the attached “indicator sheets” for the two types of data in this reporting, in compliance with the EPRA recommendations:

◆ EPRA BPR Indicator sheet: Env.07 – Total mass of waste by type and treatment method;

◆ EPRA BPR Indicator sheet: Env.08 – Percentage of waste by type and treatment method;

◆ the methodology note on “indicator sheets” is provided in Annex 2.

25.4. Project/Development businesses, Icade Development declaration

25.4.1. General information

This issue concerns the project phase of all programmes. HQE certif ications require consideration of the issue, which results in a project organization that controls the impact of activities on the air, water and soils.

The “Guide to requirements for a low environmental impact project” stipulates recommendations for the various operators in a real estate programmes, reflected in the work and contracting documents, particularly on the issue of the “clean project site” (See contract management agreement and Annex 2 of our Special Conditions for works).

In 2012, the Management System of Icade Property Development was renewed after a follow-up audit for Qualiprom certif ication.

25.4.2. Environmental certifications

Performance profiles of our HQE operations established from 2012 Service Orders:

Icade worked for and obtained “very good” ratings for Target 3, both on housing and on commercial property (see Section 20.6.2 “Performance profiles” above).



Comment: for all production, housing and commercial, the “Clean work site” label is st i l l being sought at the Ver y Good level. In commercial properties, Very Good ratings for targets 1, 3, 4 and 7 are in practice still being sought. In addition, all property programmes delivered have a location dedicated to waste sorting.

25.4.3. Exemplary nature of the waste issue in “demolition”

In the context of the renovation of the EQHO tower(formerly the Descartes Tower) in its f inal phase, a “clean work site” charter takes into account all the environmental impacts generated by the work. The table below provides the results obtained:

CategoryMass (kg)

for one floor

Hazardous waste (DD) including brown waste 9,100

Inert waste (DI) 7,690

Ordinary industrial waste (DIB) 5,147

Special glass and white glass 845

Metals 15,456

Clean plaster 18,944

STAFF plaster 37,227

Proportion of the diZ erent waste categories resulting from cleansing (R+9 to R+40)

Inert waste (DI)

8%

STAFF plaster

39%

Hazardouswaste (DD)

includingbrown waste

10%Metals

16%

Clean plaster

20%

Ordinary industrial waste (DIB)

6%

Special glass and white glass

1%

Recovery possibleMass (kg)

for one floor

Recycling 37,676

Reuse 216

Incineration (energy recovery) 5,093

Crushing 5,186

Specialised treatment chains (treated woods, soiled plaster, electrical and electronic equipment) 46,237

Proportion of the diZ erent recovery methods possible (R+9 to R+40)

Recycling

40%

Specialised treatmentchains (treated woods,

soiled plaster,electrical and

electronicequipment)

49%Incineration

5%

Crushing

6%

Reuse

0%

The Project Management Agent (AMO) on this project, the BET Green Affair, performed a true educational mission with the teams of Icade Property Development in order to identify and optimize these different sorting chains in order to optimize recovery of the waste from this large project.

At the same time, it also identif ied all the competent companies in each of these businesses, classifying them by their respective geographic locations and also working to minimize the carbon impact from the transport of the waste from this demolition.

26. Consideration of sound nuisances and any other form of pollution specific to an activity

26.1. Icade Property Investment declaration

Because of the type of its assets (offices, warehouses, and clinics primarily), the activity of Icade Property Investment does not involve sound nuisances or any other form of specific pollution for its assets in operation. However, there can be sound nuisances during construction phases.

The measures to prevent and take sound nuisances into consideration adopted by stakeholders during the construction of buildings are strictly framed by regulations (local and national) and the standards for HQE certif ication systematically implemented (target 3: low nuisance work site).

In addition, to the extent possible on major projects, Icade Property Investment monitors the comfort of residents and demands an environmental approach from its service providers (e.g.: clean work site charter, environmental questionnaire).

26.2. Icade Property Development declaration

In the construction phase of a programme, HQE certif ications require consideration of the acoustical comfort, which means the organization of the work site to control the impact of the activities on the air, water and soils. In concrete terms, the Guide to requirements for a low environmental impact project stipulates a number of recommendations for the various operators in a real estate programme. Contract documents seal the commitments of the contractors and work companies so that they take into consideration environmental requirements, particularly the clean work site (project management contract and Annex 2 of the works Special Conditions).




Icade has targeted and earned “Very Good” ratings for Target 3, both on housing and commercial properties (see performance profiles for the operations in Section 20.6.2.).

It should be noted that for all of the 2012 production, both commercial and residential, Target 3 “Low nuisance work site” has always been sought and achieved with a rating of Very Good.

As an experiment, we assigned our HQE Project Manager on the EQHO tower to perform a very precise control of the impacts of sound nuisances on this very large project in a dense urban area. The requirements summarized below submitted to the project manager and the companies were then checked weekly by our acoustical BET (Bureau d’Etudes Techniques or technical studies office):

Business days:

◆ between 8 am and 7 pm: Emergence less than 5 dB(A)(1);

◆ between 7 pm and 8 am: Emergence less than 3 dB(A).

Weekend�: Arrangements to be defined depending on the type of noise generated.

“Noise peaks reaching high values (threshold values defined by the Acoustical BET established in a contract protocol validated by all operators) will be tolerated provided they are planned and justif ied. If they are exceeded, the company must keep the Contractor and the HQE management agent informed.

These events will be recorded on event sheets, as part of the “low nuisance project” communications to residents. These event sheets must be posted at the entrance to the work site (sidewalk on avenue Gambetta). This display is the responsibility of the company responsible for cleansing and must always be approved by the contracting authority and/or the general contractor.

A an initial report will be prepared by the “green man” and the Project Owner or by the Acoustical BET in the absence of site noise and will be used as reference level for the rest of the project.”

For the operational phase, the NF HQE certif ications require the designing of all programmes so that they offer a better performance than that required by regulations.

2.2.3. Sustainable use of resources

27. Water consumption and supply based on local requirements

27.1. Principles used for the declaration

27.1.1. FGBC reference

This chapter is organized into three levels of declarations, pursuant to the Guide to CSR Reporting: “Article 225”, prepared by the France Green Building Council (FGBC):


◆ activity in which the items declared correspond to revenues: for the water billed to Icade, either for the communal parts or the private sections;

◆ stakeholders, which identif ies the environmental impacts beyond Icade’s direct responsibility. The “stakeholders” data from the accounts of companies or operators in real estate other than Icade: essentially for the property investment business, the operating data related to the private costs incurred by the tenants; and for the development business, the consumption for the buildings built.

27.1.2. Calculation assumptions, references and methods

For the “corporate level declarations” and the “operational businesses,” see the methodology note in section 27.3.6. below.

For the “project/development businesses”:

◆ no “activity level declaration” is made as the water consumption of this level essentially represents the purchases related to development construction contracts for which the 2012 data is not available;

◆ the “s takeholder level declarat ion”, cover ing the consumption related to the use of the buildings by the occupants which cannot be identified at the Service Order stage, remains qualitative.


27.2.1. Scope

The declaration is limited to the buildings in which the quantity and structure of water consumption are controlled, the head office in Paris (19) and the adjoining offices in the Parc des portes de Paris in Aubervilliers:

◆ PAT601 (Millénaire 1), Head Off ice: in which 70% of the rental area is occupied by Icade (management, support, Development and Investment) and 30% by outside tenants, including the RIE group (7%);

◆ PAT265/266/267/268/269 : a block of buildings in which energy is connected by common networks, in which 40% of the rental area is occupied by Icade (Icade Services – PAT268) and a wholly owned subsidiary (Icade ARCOBA – PAT265). The remaining 60% of the rental area is occupied by external tenants.

(1) Emergence is de( ned by the Order of 23 January 1997 as the di� erence between the A weighted equivalent continuous pressure levels of the ambient noise

(work site in operation) and the residual noise (in the absence of noise generated by the project site).



27.2.2. 2012 data and 2011 comparison

Env.06 Env.11 Env.12

2012 2011 2012 2011 2012 2011

(m3, corrected values) (m3/m2.an) (litres/person.day)

PAT601 5,932 6,920 0.2 0.3 17 20

PAT265-266-267-268-269 15,517 18,176 1.8 2.1 123 144

Totals 21,449 25,096 0.9 1.0 61 72

Comments: The reduction in the volume (15%) and ratio of water consumption is noticeable. The ongoing search for sources of savings and regular and precise tracking driven by the HQE operations certif ication for the head off ice are the drivers for these strong results.

27.3. Operational businesses, Icade Property Investment declarations, Activity and Stakeholders levels

27.3.1. Declaration principles

Water consumption covered in this chapter are declared as totals by combining the Activity and Stakeholders levels (the communal and private sections of the buildings)

27.3.2. Scope

The perimeter used represents the “significant buildings” specified in Section 25.3.1.1 above.

This mapping identifies the consumption levels of each building and the water distribution equipment in the building. Icade therefore has a real and measurable basis for the “water” status of its holdings, and can establish possible and priority actions for water savings in the coming years using the environmental annexes (green leases) to be established by mid-2013.


For the scope defined in Section 27.3.2, the calculated data are as follows:

The correspondence between references and building names with their addresses is provided in Annex 1.

The acronym “PAT” means that the building is in the Business Parks and the acronym “BUR” means that the building is classified as “diverse”.

IFT-Env.06 IFT-Env.11 IFT-Env.12

2012 2011 2012 2011 2012 2011

(in m3, corrected values) (in m3/m2.yr) (in litres/person/day)

PAT subtotal 121,050 149,063

BUR subtotal 95,009 64,479

Totals 216,059 213,542 0.5 0.6 34.7 38.9

27.3.4. Comments

The 2012 declaration integrates the data from six buildings within the scope of the report for which data was not available in 2011. However, consumption fell by around 15% on a constant basis.

At the Parc Pont de Flandre (PAT010 to 034), the 31.4% decrease is the result of measures implemented in 2012:

◆ a reduction in the frequency of draining pools and the installation of a recycling system with filtration, preventing the entire volume drained from being discharged into the sewers;

◆ elimination of the vehicle washing station;

◆ replacement of lost water equipment with closed loop equipment (air conditioning Artois-PAT010-011-012).

The significant drop in consumption at the Parc des Portes de Paris (PAT112 to 270) is due to better monitoring for leaks, primarily thanks to the leak location and evaluation software.

27.3.5. Outlook for progress

Icade Property Investment has mapped the water distribution network of its business parks. This document provides a better understanding of the network elements (condition of pipes, valves and metering systems) and allows for more effective planning, as needed, for the work to replace obsolete or defective equipment.




Water consumption in the existing buildings is being improved by several levers:

◆ better monitoring of potential leaks in the networks;

◆ green gestures to increase awareness about the proper use of f low-reducing sanitary valves and water-saving flushing mechanisms;

◆ maintenance of the HQE® Operations certif ications at Millénaire 2, Millénaire 1, 270 and the work to earn identical certif ications on other assets;

◆ use of the detailed mapping of water consumption completed in 2012 over a perimeter representing the Property Investment activity;

◆ positive impacts of 20 environmental annexes (17 in 2012) signed on 31 December 2012 (105,876 m2 of useful surface area) and the ones to come in the future;

◆ start of the installation of remote meter readings on the city water and fire water networks at Parcs de Portes de Paris, with the capability to close off and quantify network leaks using an alert system.

27.3.6. Methodology note

All fluid data come from bill/statements from the water suppliers. The processing method for this data is described in the attached “indicator sheet” procedures:

◆ EPRA BPR Indicator Sheet: Env.06 – Water consumption by source;

◆ EPRA BPR Indicator Sheet : Env. 11 – Water intensity of the building (in m3/m2/yr);

◆ EPRA BPR Indicator Sheet: Env.12 – Water intensity of the building (in litres/person/day);

◆ The “indicator sheets” methodology is provided in Annex 2.

27.4. Project/Development businesses, Icade Property Development declaration

The NF HQE certif ications for all production require the use of NF plumbing, one of the properties of which is the control of water consumption (frother, small/large flow lever, three litre flushing, etc.).

A national framework agreement with a manufacturer of NF faucets is the concrete demonstration of this commitment. In addition, certain programmes recover rain water.

The statistics for the notes in target five for all HQE certif ications (see Section 20.6.2 “performance profiles” above”) demonstrate sustained work in this area:

28. Consumption of raw materials and measures taken to improve the efficiency of their use

28.1. Operations businesses, Icade Property Investment declarations

Icade Property Investment believes therefore that the consumption of raw materials related to its current property management operations is not significant. In addition, the operations to build

new buildings or rehabilitate existing buildings are conducted by Icade Property Development.


Optimized use of raw materials, which directly impacts the margin on any real estate development operation, is a permanent objective of Icade Property Development. However, if the design of a real estate programme necessarily includes the optimized use of products and materials, the search for architectural and urban quality may lead to complex building volumetrics and energy consuming materials. The mission of the project management teams is, inter alia, to solve this equation.

For 2012, Icade Property Development does not have methods or tools which will enable a quantitative assessment of the consumption of raw materials for all production.

However, in 2012, Icade Property Development launched a study of Life Cycle Assessments (LCA) for buildings. This comprehensive approach will eventually measure and facilitate construction choices and the consumption of raw materials based on the total associated environmental impact, from construction to demolition.

2.2.4. Sustainable use of resources

29. Energy consumption and measures taken to improve energy efficiency and the use of renewable energies


29.1.1. FGBC reference

This chapter is organized into three levels of declarations, pursuant to the Guide to CSR Reporting: “Article 225”, prepared by the France Green Building Council (FGBC):


◆ activity, in which the items declared correspond to revenues. for the investment division, on its buildings held and managed, the information for the “activity” level includes all energy supplies billed to Icade, for both common or private areas. For the developer, this is the energy billed to Icade included in the work statements, which is impossible to determine because of the principle of the declaration in the SO stage;

◆ stakeholders, which identif ies the environmental impacts beyond Icade’s direct responsibility. The “stakeholders” data from the accounts of companies or operators in real estate other than Icade, essentially for the investment business, the operating data related to the private charges incurred by tenants, and for the development business, the future energy consumption of the completed buildings.




For the “corporate level declaration” and the “operational businesses”, see the methodology note in Section 29.3.5. below.

For the “project/development businesses”:

◆ no “activity level declaration” has been made as the water consumption of this level, essentially representing the purchases related to work contracts, and the 2012 data, are not available;

◆ the “stakeholders level declarat ion”, which covers consumption related to the use of the buildings by the occupants, which cannot be identified at the Service Order stage, is calculated in the standardized manner pursuant to French regulations on new buildings (RT 2005 and labels and RT 2012).


29.2.1. Scope

The buildings occupied by Icade employees are as follows:

Buildings located in Île-de-France

PAT601 (Millénaire 1), Head Office 70% of rental area occupied by Icade (management, support functions, development and investment) and 30% by outside tenants, including the RIE Group (7%).

PAT265/266/267/268/269: blocks of buildings with connected energy networks, 40% of the rental area is occupied by Icade (Services – PAT268) and a wholly owned subsidiary (ARCOBA – PAT265). The remaining 60% of the rental area is occupied by external tenants.

Paris site, rue Auber this leased building holds the teams of Icade Consulting, Icade Asset Management and I Porta.

La Défense site this location, under lease, houses the teams of Icade PM working at la Défense and has “transition” offices that allow any Icade employee to work periodically from his own office (a travel-reducing measure).

Buildings located in the regions

Outside Île-de-France, Icade is established as a tenant in six regional departments, thus covering all of metropolitan France with a total of 24 regional sites (see map below).

North Normandy (Lille)

Icade’s 7 territories

IIe-de-France Champagne and French overseas Territories (Paris)

Greater West (Nantes)

Greater East (Strasbourg)

Rhône-Alpes Auvergne (Lyon)

Southwest (Toulouse)

Mediterranean (Marseille)

Icade Territorial headquarters

RÉUNIONSaint-Denis

GUADELOUPEPointe-à-Pitre

MARTINIQUE GUYANE TAHITI





Electric energy Env.01

Energy Networks

Env.02Fuel energy

Env.03Energy intensity


Env.10

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

(in MWhpe

) (in MWhpe

) (in MWhpe

) (in kWhpe

/m2.yr) (in kWhpe

/person/year)

PAT601 10,342 9,993 745 909 0 0 453 445 6,794 6,680

PAT265-266-267-268-269 6,136 4,953 0 0 539 442 767 620 11,509 9,301

Auber 142 ND 0 0 0 0 NS NS NS NS

La Défense 3 ND 56 ND 0 0 NS NS NS NS

Regions 2,700 ND 0 0 565 741 221 ND 5,534 ND

Totals 19,323 NS 801 NS 1,104 1,183 NP NP NP NP

NS Not Signi( cant ND: Not Available NP: Not Pertinent

Comment:

The weather conditions led to an assessment of the Unif ied Degree Days (DJU) (see Section 29.3.3), which rose 17% between 2011 and 2012.


29.3.1. Activity level declaration

29.3.1.1. Scope

The reporting scope used was the “significant buildings” specified in 25.3.1.1 above.

Icade has made energy efficiency and carbon control the core of its sustainable development strategy, and has made a commitment to reduce the consumption of its commercial buildings by 2% per year between 2011 and 2014.

29.3.1.2. 2012 data and 2011 comparison

For the scope defined in Section 29.3.1.1., the calculated data were the following:

Env 01Elec. Energy

Env 02Network Energy

Env 03Fuel Energy

2012 2011 2012 2011 2012 2011

(in MWhpe

) (in M Whpe

) (in M Whpe

)

Activities 66,904 52,010 6,344 4,614 9,138 7,463

29.3.1.3. Measures taken to improve energy efficiency

Improvement in consumption

In the new buildings, Icade ensures that the new buildings are energy performing:

◆ all new buildings developed by the Investment division are HQE® certif ied with special attention to the energy target, with research into HPE/THPE labels for future projects. (see graphs and HQE® summary tables attached);

◆ double HQE®/BREEAM® certif ications will be launched in 2013;

◆ finally, in order to be able to manage the energy performance of these buildings, the buildings will be equipped with meters and sub-meters to monitor energy consumption by use.

In existing buildings, energy consumption is improved using several methods:

◆ installation of energy meters by use in order to manage and measure energy saving actions: three buildings are already equipped or being equipped at the end of 2012 (EQHO tower, Beauvaisis and 270) and 4.5 million euros in investments is planned to equip 24 buildings by 2017;



◆ optimisation of energy work (e.g.: replacement of emergency lights with LED devices);

◆ scheduled renovation of the holdings thanks to a technical and financial tool developed by Icade Gestec. Based on the type, age and the equipment of an existing building, this tool evaluates all possibilities for potential improvements by showing the related costs and possible actions, both for operations and for the building;

◆ HQE Exploitation® processes: 66,973 m2 certif ied in 2012;

◆ the progressive establishment of environmental annexes to tenant leases, enabling action plans to be established for energy by building and tenant.

Environmental annexes or “green leases”

In 2010, Icade signed the first environmental annex in anticipation of the regulation. As at 31 December 2012, 20 environmental annexes (17 in 2012) have been signed, representing 105,678 m2 of

leased useful area. Tools that set specific and detailed objectives for the green lease have been developed: a technical sheet, power, water and waste schematics by building, assessment sheet and action plan.

Use of renewable energies

For new buildings, obtaining HQE® and BREEAM® certif ications and high-performance energy labels (BBC/HPE/THPE) may require the use of renewable energy sources.

Some of the existing buildings are supplied by a heat network that uses renewable energy:


The acronym “PAT” means that the building is in a Business Park; the acronym “BUR” means that the building is classified as “diverse”.

Building code Building name Supplier

Final energy consumption

Primary energyconsumption

2011(in MWH)

2012(in MWH)

2011(in MWH)

2012(in MWH)

PAT029 Pont de Flandre CPCU 718 629 718 629

PAT032/PAT033 Pont de Flandre CPCU 870 762 870 762

PAT034 Pont de Flandre CPCU 316 277 316 277

PAT601 Parc du Millénaire CPCU 1,298 1,064 1,298 1,064

PAT602 Parc du Millénaire CPCU 1,510 1,321 1,510 1,321

BUR001 31 - 33 Champs-Élysées CPCU 1,047 1,690 1,047 1,690

BUR002 69 Bd Hausmann CPCU 885 913 885 913

BUR017 Messine CPCU 587 740 587 740

BUR020 Étoile Park ENERTHERM 1,088 1,610 1,088 1,610

BUR022 Grenelle Link CPCU 126 99 126 99

Heat network totals 8,445 9,106 8,445 9,106

Total energy consumed for the reporting scope of 29.3.1.1. 84,975 96,632 198,737 217,541

Portion of heat networks in total energy consumed for the scope defined in 29.3.1.1. 9.9% 9.4% 4.2% 4.2%

In addition, Icade acquired nearly 2,600 MWh in EDF green certif icates in order to increase the proportion of renewable energy in its electricity purchases.

29.3.1.4. Highlights of 2012

◆ Delivery of le Beauvaisis—PAT028 (13,516 m2 net f loor area, Paris 19), the first Paris commercial property to have received the BBC Renovation. label and been HQE certified.

◆ HQE® Operation certif ication for Le Millénaire 2 (30,252 m2 net floor area, Paris 19) and renewal of the certif ication for Building 270 (9,581 m2 net floor area, Aubervilliers) and Le Millénaire 1 (30,330 m2 net floor area, Paris 19).

◆ Completion of detailed mapping of energy/water/waste/carbon consumption for a perimeter representing the activity of Icade Property Investment.




◆ Creation of a simulation tool for energy renovation of the holdings with the engineering firm Icade Arcoba-Gestec.

◆ The signing of 17 environmental annexes for 83,853 m2 under lease (useful areas).

29.3.2. Stakeholders level declaration

29.3.2.1. Scope

The reporting scope of the buildings for which an analysis has been done with the stakeholders is identical to the scope for the

Activity. Information can be collected from stakeholders and tenants only after a one-year gap. Consumption is, in effect, the consumption directly billed to the tenants which they cannot always evaluate in January of the following year and which Icade must collect from them. As a result, for this f irst CSR reporting year, only the 2011 data are published; the first comparison with the data for 2012 can only be made in 2013. The data will be published in the CSR report early in 2014.

29.3.2.2. 2011 data

Env 01Electric Energy

Env 02Network Energy

Env 03Fuel Energy

2011 2011 2011

(in MWhpe

) (in MWhpe

) (in MWhpe

)

Stakeholders 112,597 2,923 1,418

29.3.3. Comprehensive declaration of building impacts

In order to measure the total environmental impacts of the assets representing both the business assets and those of the stakeholders, which is the real goal of the sustainable development real estate approach, it is relevant to publish this consolidated data.

In order to do so, and since we do not have the “stakeholders” data for 2012, the “stakeholders” consumption for 2012 has been assumed to be equal to consumption in 2011.

IFT-Env.01 IFT-Env.02 IFT-Env.03 IFT-Env.09 IFT-Env.10

2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

(in MWhpe

) (in MWhpe

) (in MWhpe

) (en kWhpe

/m2.yr) (en kWhpe

/person/year)

PAT subtotal 81,839 9,652 3,308 3,803 6,416 6,316

BUR subtotal 97,661 84,957 5,958 3,733 3,139 2,566

Totals 179,500 164,609 9,266 7,536 9,555 8,882 494 469 7,412 7,042

Comments:

◆ The Unified Degree Days (UDD) increased 17% between 2011 and 2012, which means that the temperatures observed below the reference temperature (generating heating needs) led to sharply higher energy consumption in 2012.

Annual UDD Source Costic 2012 2011Change

(as a%)

Paris-Orly 2,411 2,075 +16%

Paris-Montsouris 2,185 1,831 +19%

Paris-Le-Bourget 2,365 2,013 +17%



◆ Heat-related energy consumption (gas and heating networks) increased significantly between 2011 and 2012, partially due to a fairly harsh winter in 2012 (UDD), up 17%.

◆ The calorie consumption measures for Parc du Pont de Flandre (PAT 010 to PAT 034 included) were down, (-12.4%), despite ever ything , as the communal urban heating installations for several buildings were renovated in 2012, which included replacement of the old plate exchangers, replacement of pumps and installation of probes. All these changes increased the efficiency of the heat distribution;

◆ The very strong increase (+82%) in gas consumption at BUR003 was partially related to the return to operation in February 2012 of the second speed on the boiler and the heating of additional zones. Tests are currently being conducted on the boiler in order to assess the impact of speed 2 in relation to speed 1 on heat consumption and distribution in the building;

◆ The occupancy rate in BUR017 rose 29%, explaining the increase of 26% in heat consumption, and a 9% drop in consumption per person;

◆ Building BUR020 suffered from heating outages in 2011, with the installation of make-up solutions (electric convectors), which explains the 17% decrease in power consumption seen in 2012. The 48% increase observed in 2012 in the consumption related to urban networks (heating + cooling) is due to the sharp decline in heating outages and the arrival of three new tenants at the beginning of the year. In 2012, the work to restructure the management equipment was launched (GTB, Gestion Technique du Bâtiment or technical management of buildings).

29.3.4. Outlook for 2013

◆ Update of the environmental mapping of holdings.

◆ Establishment of all lease environmental annexes governed by the Decree of 30 December 2011.

◆ Installation of energy sub-meters by use in at least one existing building.

◆ Optimisation of energy management (contracts, green gestures, operation/maintenance).

◆ HQE Operations certif ication for a new asset.

◆ Launch of new double HQE/BREEAM certif ied project on new projects.


All f luid data come from the energy suppliers’ bill/statements. The method for processing this data is described in the attached “indicator sheet” procedures:

◆ EPRA BPR: Env.01 - Total electric energy consumption;

◆ EPRA BPR: Env.02 - Total consumption of heating or cooling networks;

◆ EPRA BPR: Env.03 - Total consumption of fuel energy;

◆ EPRA BPR: Env.09 - Energy intensity of the building (in kWh

pe/m2 net floor area);

◆ EPRA BPR: Env.10 - Energy intensity of the building (in kWh

pe/person/yr).

The “indicator sheets” methodology note is provided in Annex 2.


29.4.1. Stakeholders level declaration

29.4.1.1. General qualitative elements

Icade Housing Development decided in November 2010 to produce only BBC labelled housing units. This voluntary measure, which exceeded the regulations in force (TR 2005) very signif icantly reduced energy consumption by the users of the new building and encouraged the use of renewable energy sources (particularly solar sanitary hot water).

Icade Commercial Property Development in 2012 delivered only buildings with at least a minimum NF HQE certif ication.

29.4.1.2. Scope of the operations

Icade Property Development launched Service Orders (SO) for 79 operations in 2012 (versus 73 in 2011), all types combined, representing nearly 500,000 m2 of net floor area (362,000 m2 net floor area in 2011). The relevant operations all relate to building permits prior to the installation of the Floor Surface.

29.4.1.3. Declaration of energy consumption for these operations

The weighted average Primary Energy Consumption (CEP) is equal to 65 kW

pe /m2 net floor area/year (79 in 2011), compared

with the Max CEP required by the TR 2005 regulation (weighted average) equal to 152 kW

pe /m2 net floor area/year (155 in 2011).

29.4.1.4. Average energy consumption of the production (SO 2011/2012)

This average is calculated on the basis of the Primary Energy Consumption for each SO 2011 and SO 2012 operation (217 buildings), all types combined. This is an average weighted by the net floor area surfaces.

Cep(en kWh

pe / m2 net � oor

area / year)

OS 2011 OS 2012

Analysis of all operations 78,75 65,39




National Assessment of Energy Consumption for SO 2011 operations

kWhpe/m2 (netfloor area)/year

78.75

Energy efficient building

Non-energy efficient building

= 50 A51 to 90 B91 to 150 C151 to 230 D231 to 330 E331 to 450 F> 450 G

National Assessment of Energy Consumption for SO 2012 operations


65.39




Decline of 17% in the average Primary Energy Consumption for operations launched between 2011 and 2012.

Comparison of weighted minimum Primary Energy Consumption to weighted average max Primary Energy Consumption for all regions SO 2011

0

20

40

60

80

100

120

140

160

180

Average Max. PEC Icade’s Average PEC

-50%

155

79

kWhpe/m2

Comparison of weighted minimum Primary Energy Consumption to weighted average max Primary Energy Consumption for all regions SO 2012

0

20

40

60

80

100

120

140

160

180

Average Max. PEC Icade’s Average PEC

-57%

152

65

kWhpe/m2

In 2012, Icade produced energy-saving buildings; the level of consumption by the five conventional uses of the Thermal Regulation is 57% below the reference consumption, which represents an 18% improvement over 2011.

29.4.1.5. Use of renewable energies (SO 2011/2012)

For the 34 operations (out of 79) that were studied in detail, representing nearly 300,000 m2 out of the 500,000 m2 which Icade Property Development launched in 2012, the final energy consumption for the five traditional uses represented 15,467,171 kWh/year. Of this consumption, 1,297,255 kWh/year were produced by thermal solar panels installed on 16 operations, representing 8% of needs.

The trend recorded in in 2011 continued in 2012 in all the regions studied.



29.4.1.6. Comparative study of climate zones

In 2012, Icade Property Development compiled all the thermal studies performed for environmental certifications: in zone H1 with Île-de-France, in zone H2 with the Nantes regional department, and H3 with the regional departments of Nice and Marseilles. Only Île-de-France had been analysed in 2011.

The results presented below provide an analysis between 2011 and 2012 for Île-de-France. For the other three regions, the 2012 data will be compared with the future data in 2013. In 2013, 40% of new regional departments will be included in the sample.

Climate zones

TR 2005 (Cmax in housing) TR 2012

Heating by fossil fuels Electric heating

(inc. heat pumps) Average value

H1 130 250 60

H2 110 190 50

H3 80 130 40

HOUSING PRODUCTION IN ZONE H1 (SO 2011/2012)

Housing energy consumption in zone H1 (Île-de-France) SO 2011

93.24




kWhpe/m² (netfloor area)/year

Housing energy consumption in zone H1 (Île-de-France) SO 2012

65.01




kWhpe/m² (netfloor area)/year




Details and changes in consumption of housing programmes in zone H1 (Île-de-France)

0 20 40 60 80 100

Housing, 2012 service orders, Zone H1

65.01

93.24

Heating Hot water

27.59 4.410.53 24.29 7.00

1.20


43.88 3.9836.77 7.49

1.12

Aux. elec.

Cooling Lighting Aux. vent.

kWhpe

For the housing production in zone H1, there was a significant decline of 30% in energy consumption between 2011 and 2012.

PRODUCTION OF COMMERCIAL BUILDINGS IN ZONE H1 (SO 2011/2012)

Energy consumption in Commercial Buildings in zone H1 (Île-de-France) SO 2011

100.0





Energy consumption in Commercial Buildings in zone H1 (Île-de-France) SO 2012

76.18





Details and change in the consumption of commercial programmes in zone H1 (Île-de-France)

0 20 40 60 80 100

Heating Hot water

23.03 18.199.43 5.05 18.27

3.97

25.02 33.87

3.37

8.20 25.68

3.85

Aux. elec.


kWhpe

For the production of commercial buildings in zone H1, there was a significant decline of 24% in energy consumption between 2011 and 2012.




Details of consumption by housing programmes in zone H2 (Nantes)

0 10 20 30 40 50 60

50.26

Heating Hot water


14.99 3.9823.04 7.11

1.15

Aux. elec.


kWhpe

rea)/year

Housing energy consumption in zone H2 (Nantes) SO 2012

kWhpe

/m² (net/y

50.26= 50 A51 to 90 B91 to 150 C151 to 230 D231 to 330 E331 to 450 F> 450 G

PRODUCTION OF COMMERCIAL BUILDINGS IN ZONE H2 (SO 2011/2012)

Details of consumption by commercial programmes in zone H2 (Nantes)

0 10 20 30 40 50 60 70

62.04

Heating

ces, Zone H2

10.50 17.6411.22 20.89

1.79

Hot water Aux. elec.


kWhpe

rea)/year

Energy consumption of Commercial Buildings in zone H2 (Nantes) SO 2012

kWhpe

/m² (net/y

62.04






Details of the consumption of housing programmes in zone H3 (Marseilles and Nice)

0 10 20 30 40

Heating

39.56

Hot water Aux. elec.


10.14 2.6918.93 7.34

0.48


kWhpe

rea)/year

Housing energy consumption in zone H3 (Marseilles, Nice) SO 2012

kWhpe

/m² (net/y

39.56Energy efficient building


In zones H2 and H3, the results were remarkable and confirm the complete commitment to the production of BBC buildings.

30. Soil use

On a general level, the use of soils in France is governed by urban planning laws. A building capacity is associated with each land parcel and the business of any real estate contractor is to design projects that permanently maximize the constraints.

30.1. Operational businesses, Icade Property Investment declaration

In its operational assets, Icade Property Investment has only a limited influence over the use of soils, which is only marginally changing. The development of its real estate holdings in new commercial construction is geared towards the construction of compact buildings, with six or seven levels, generally built on two or three subsoil levels, in order to reduce the ground footprint and the impact of surface parking.


The business of the property developer consists of purchasing land in order to build buildings on it. Soil use is a focus of every project process. The approach of Icade Property Development is to give preference to sustainable density and quality of operations: collective housing with three to five levels, clustered individual housing units, office buildings, without contributing to the urban sprawl marked by subdivisions of the major urban suburbs.

2.2.5. Climate change

31. Greenhouse gas emissions (GHG)


31.1.1. FGBC Reference

This chapter is organized into three levels of declarations, pursuant to the Guide to CSR Reporting:“Article 225”, prepared by the France Green Building Council (FGBC):


◆ activity, in which the elements declared correspond to revenues: for property investment, the buildings held and managed (particularly f lows managed under common specifications); for the developer, its buildings in SO stage over 2012. The information for the “activity” level comes from the Company’s accounts;

◆ stakeholders, which identif ies the environmental impacts beyond Icade’s direct responsibility. The “stakeholders” information comes from the accounts of real estate companies or operators outside Icade; essentially the operating data related to the private charges incurred by lessees for the investment business, and the impacts of the buildings built for the development business.


For the “corporate level declaration” and the “operational businesses”, see the methodology note in Section 31.3.5. below.

For the project/development businesses: the declaration is made using the “carbon footprint” method from the Environmental Agency (Ademe) and directly covers the consolidated “activity” and “stakeholders” set; the GHG emissions related to the use of the buildings by the occupants, calculated at the Service Order stage, refer to French regulations on new buildings (TR 2005 and labels and TR 2012) and the equivalent GHG from various energy sources published by the Ademe.


31.2.1. Scope

The reporting scope used is less than the scope in Chapter 29 relating to energy; the declaration is limited to the buildings in which energy consumption is controlled by Icade as owner



in quantity and structure, the head office in Paris (19) and the adjoining offices in Parcs des portes de Paris in Aubervilliers:

◆ PAT601 (Millénaire 1), the Head Office: in which ***70% of the rental area is occupied by Icade (support, development and investment departments) and 30% by outside tenants, including the group restaurant (RIE group) at 7%);

◆ PAT265/266/267/268/269 : a block of buildings in which energy is connected by common networks, in which 40% of the rental area is occupied by Icade (Icade Services – PAT268) and a wholly owned subsidiary (Icade ARCOBA – PAT265). The remaining 60% of the rental area is occupied by external tenants.


Env.04Direct emissions

Env.05Indirect emissions


Env.14Carbon intensity

2012 2011 2012 2011 2012 2011 2012 2011

(tonnes of CO2) (tonnes of CO

2) (Kg CO

2/m2.yr) (Kg CO

2/person/yr)

PAT601 0 0 483 504 20 21 296 309

PAT265-266-267-268-269 126 103 200 161 37 30 562 456

Totals 126 103 683 666 27 25 407 370

Comments:

◆ The carbon emissions indicators are evaluated and prorated on the basis of the areas occupied by the Icade “Corporate units”;

◆ The carbon performance indicators are generally evaluated for each real estate asset; therefore, they represent the intrinsic performance of the asset, a total measurements of its real impact on the environment;

◆ The “Totals” line represents the total of each comprehensive emissions indicator or to the average weighted by rental areas;

◆ Changes are to be reconciled with the changes in energy consumption.

31.3. Operational businesses, Icade Property Investment, Activity and Stakeholders levels

31.3.1. Declaration principles

The greenhouse gas emissions from operations on the buildings are the result of their energy consumption. For Icade Property Investment, the decline in the GHG assessment (GHG Protocol scope 1 + scope 2) therefore includes energy control of the buildings.

Greenhouse gas emissions, covered in this chapter, are declared overall, combining the Activity and Stakeholders levels (communal and private sections of the buildings).

31.3.2. Scope

The reporting perimeter used is the “significant buildings” specified in Section 25.3.1.1 above.

These buildings have various rental situations:

◆ multi-tenant buildings managed by Icade with or without assumption of the tenants’ energy expenditure under lease;

◆ single-tenant buildings managed by the single tenant or by a third party property management company.



The acronym “PAT” means that the building is in the Business Parks (Parcs Tertiaires), and the acronym “BUR” means that the building is classif ied as “diverse”.

IFT-Env.04 IFT-Env.05 IFT-Env.13 IFT-Env.14

2012 2011 2012 2011 2012 2011 2012 2011

(in tonnes of CO2) (in tonnes of CO

2) (in Kg CO

2/m2.yr) (in Kg CO

2/person/yr)

PAT subtotal 1,501 1,478 3,316 3,319

BUR subtotal 735 600 4,471 3,581

Totals 2,236 2,078 7,787 6,900 25 23 373 349




31.3.4. Outlook for progress

◆ Improvement in GHG emissions thanks to progress on the operating energy balance of the buildings (see Chapter 29).

◆ Increase in the purchase of green certif icates from EDF, GDF or other service providers.

◆ Transport assessment and future collective transport.


◆ The carbon emissions indicators are evaluated and prorated on the basis of the areas occupied by Icade’s Clients.

◆ The carbon performance indicators are comprehensively evaluated for each real estate asset ; therefore, they represent the intrinsic performance of the asset, a total measurement of its impact on the environment.

◆ The “Totals” line represents the total of each overall emissions indicator or the average of the carbon performance indicators weighted by the rental areas occupied.

All carbon-related data are conversions made from fluid data coming essentially from bills from the energy suppliers.

The method for preparing this data is described in the attached “indicator sheets” procedures:

◆ EPRA BPR Indicator Sheet: Env.04 - Direct Greenhouse Gas emissions;

◆ EPRA BPR Indicator Sheet: Env.05 - Indirect Greenhouse Gas emissions;

◆ EPRA BPR Indicator sheet: Env.13 - Carbon intensity of the building (in Kg CO

2/m2 net floor area);

◆ EPRA BPR Indicator Sheet: Env.14 - Carbon intensity of the building (in Kg CO

2/person/year;

◆ The “Indicator Sheet” methodology note can be found in Annex 2.

31.4. Operational businesses, Icade Property Investment declarations, connectivity declaration

A reduction in GHG emissions also includes improving the connections of the buildings to the “GHG Protocol Scope 3” G low GHG emission green transports, which reduces the use of individual cars.

In this perspective, Icade Property Investment has progressively established a soft transport offer for its business parks in northeast7Paris:

◆ electric river shuttle that connects with line 7 of the Paris subway;

◆ “Vélib ’” (free bicycle loan service) stations in a private lot;

◆ electric mini-bus;

◆ bus line connecting to the RER B/D;

◆ solar shelter for 25 electric bikes;

◆ systems for shared cars and carpooling.

An indicator for connectivity to soft transport options was published for the f irst time in Icade’s 2011 annual report. This indicator associates the quality of the transport type (metro, tramway, bus, etc.), frequency and distance to the building.

Each network located within a 500 meter radius is associated with a connectivity score calculated by multiplying the score for the type of transport (RER, Bus…) by the frequency score. The connectivity of the building in question is the average of the scores for each network.

Connectivity of 80 to 100 is defined as very good, between 60 and 80 is good, between 40 and 60 is average, and less than 40 is fair.

OfficesTotal

(in m2) Note TCConnectivity

(as a%)

CT grade

Fair Average Good Very good

Parc du Millénaire 1-2-5-6 (4 buildings) 75,000 3.3/4 82.4 X

Parc du Pont de Flandre (9 buildings) 78,000 3.7/3 92.5 X

Parc des Portes de Paris (Aubervilliers) 260x-270 (7 buildings) 40,000 3.6/4 89.3 X

Total (m2) at 31/12/2012 193,000

100% of Icade’s assets in the perimeter in question have connectivity classif ied as “very good.” In 2011, the same study conducted over all the holdings of Icade Property Investment resulted in a connectivity rate of 58%. The good results for the perimeter in question is due to the opening of two new clean

transport lines less than 500 metres from three parks in northeast Paris: a new terminal for line 12 (Place de Front Populaire stop) and extension of the T3 tramway, with the station closest to our assets in question located by Porte d’Aubervilliers.



Highlights of 2012:

◆ purchases of 2,600 EDF electric MWh in green certif icates (energy from renewable sources);

◆ compensation of 722 tonnes of CO2 with the purchase

of GDF certif icates on the gas consumption of Icade’s business parks;

◆ installation of two electric cars in the “shared car” lot at Millénaire 1 (total of 7 cars);

◆ traffic record set for the “100% electric” river shuttles, with 1,116,711 passengers carried in 2012. As a comparison, the GHG avoided in comparison with identical bus transport equates to approximately 66 tonnes of CO

2 per year.

31.5. Project/Development businesses, Icade Property Development declaration, “activity” and “stakeholders” levels

31.5.1. Reporting scope and details of the method

The scope of consideration is all buildings covered by Service Orders (SO) launched in 2012, with a calculation building by building and inclusions of the areas in m2 of net floor area.

The “grey energy” indicated in the tables represents construction, and primarily the materials: the manufacture of one tonne of new aluminium produces 10 tonnes of equivalent CO

2 and one tonne

of reinforced concrete 370 kg of equivalent CO2 In contrast, one

tonne of timber “eliminates” 1.8 tonnes of CO2.

The emissions included are:

◆ total grey energy related to the construction and replacement of the materials during a life span estimated at 50 years;

◆ energy consumption for nine years.

The period of responsibility was decided at nine years because this is the average period during which a finished building has no major modifications (such as change of activity, lease termination, major works, etc.).

Therefore, the emissions items covered by the calculation are:

◆ construction:

– the materials for fabrication, construction and demolition,

– transport of materials to supply the project,

– transport of people to the project,

– waste generated by the project,

– energy consumption of the project;

◆ life of the building:

– replacement of materials for 50 years,

– energy consumption for nine years.

The 2007 Carbon Footprint was calculated exclusively on the Ademe ratios for construction (emission factors vary by type of activity—offices, housing, health, etc.).

For the 2009, 2011 and 2012 carbon footprints, the Ademe ratios are consolidated with the ratios from six studies of Icade Property Development typical products. These studies were conducted by our specialized engineering firm (Icade ARCOBA).

These six studies covered:

◆ four housing properties:

– Les Allées Saint Jacques à Mittelhausbergen (67) with BBC label,

– Aqua Verde à Tourcoing (59) with THPE 2005 label,

– Le Tasta à Bruges (33) with THPE 2005 label,

– Les Allées Champlain à Rennes (35) under TR 2005;

◆ one office building:

– Îlot 4 in Villejuif (94) with THPE 2005 label;

◆ one nursing home (EHPAD):

– EHPAD in Pezilla la Rivière (66) with THPE 2005 label.

Based on these studies, ratios in kgeqCO2/m2 net floor area were

established for each item in the construction and operation of a building (materials, transport, energy, waste), then applied to all programmes in the Development Business for which the SOs were launched over a year.

The main factors having significant impact on the ratios are:

◆ the existence of a basement and the number of buried levels;

◆ aboveground and/or underground parking and the area of the parking lots;

◆ the number of superstructure levels;

◆ the use of wood in the cladding or framing;

◆ principal type of joints (wood-aluminium-PVC);

◆ energy performance level (RT2000-RT2005-HPE-THPE-BBC) and the energy source used (electricity-fuel-heating network-biomass-heat pumps).

The calculation of the emissions of the commercial buildings is based on the ratios from the ARCOBA studies for the offices and hotel residence, and on the Ademe ratios for the off ice, recreational, health and industrial buildings, and on the operating energy ratios.




31.5.2. 2007/2009/2011/2012 figures and comparisons

2012 CARBON FOOTPRINT FIGURES FOR PROPERTY DEVELOPMENT

Property Development - (based on SO 2012)

Footprint in 2012based on CECOBA/

Ademe ratios


Ademe ratios


Ademe ratiosFootprint in 2007

based on Ademe ratios 2012/2011 2012/2007

Total

Number of buildings 217 buildings 160 buildings 67 buildings 79 buildings

Total area 500 292 m2 net � oor

area 361,892 m2 net � oor



area

Total emissions 330,555 teqCO2 23,8,696 teqCO2 249,473 teqCO2 296,139 teqCO2

Grey energy total emissions 317,498 teqCO2 224,136 teqCO2 227,138 teqCO2

Operating energy total emissions 13,058 teqCO2 14,560 teqCO2 22,335 teqCO2

Grey Energy % // total 96% 94% 91%

Operating energy % // total 4% 6% 9%

Total emissionss / m2net floor area 6661 kgeqCO2/m2 660 kgeqCO2//m2 680 kgeqCO2/m2 7800 kgeqqCO2/m22 0.17% -155%

Housing

Number of housing buildings 197 buildings 140 buildings 56 buildings 71 buildings

Housing area 311,287 m2 Net � oor

area277,515 m2 Net � oor



area

Total emissions 179,148 teqCO2

173,044 teqCO2

159,083 teqCO2

199,212 teqCO2

Grey energy total emissions 171,184 teqCO2

161,896 teqCO2

142,732 teqCO2

Grey energy total emissions / m2 net floor area 550 teqCO

2/m2 583 teqCO

2/m2 556 -5.73%

Operating energy total emissions 7,964 teqCO

211,148 teqCO

216,351 teqCO

2

Operating energy total emissions / m2 net floor area 26 teqCO

2/m2 40 teqCO

2/m2 64 -36.31%

Total emissionss / m2Net floor area 5576 kgeqCO2/m2 624 kgeqCO2//m2 620 kgeqCO2/m2 6800 kgeqqCO2/m22 -7.70% -155%

Commercial

Number of commercial buildings 20 buildings 20 buildings 11 buildings 5 buildings

Commercial area 189,005 m2 Net � oor



area 86,780 m2 Net � oor area

Total emissions 151,407 teqCO2

65,652 teqCO2

90,391 teqCO2

96,927 teqCO2

Grey Energy total emissions 146,314 teqCO2

62,240 teqCO2

84,406 teqCO2

Grey energy total emissions / m2 Net floor area 774 738 766 4.95%

Operating energy total emissions 5,094 teqCO

23,412 teqCO

25,984 teqCO

2

Operating energy total emissions / m2 Net floor area 27 40 54 -33.35%

Total emissionss / m2Net floor area 8801 kgeqCO2/m2 778 kgeqCO2//m2 821 kgeqCO2/m2 1,117 kgeeqCO2/mm2 2.96% -288%



Total emissions (Kg-CO

2e/m2)

600

620

640

660

680

700

720

740

760

780

800 780

680660 661

2007 2009 2011 2012

Change in the proportion of Grey energy vs. Operating Energy (9 years)

86

88

90

92

94

96

98

100

2009

91

94

96

2011 2012

Grey energy Operating energy

Comments: we see a general 15% drop in total emissions over f ive years, but the trend in GHG emissions has stagnated since 2011, the consequence of changes in heating methods:

◆ progressive reduction in the use of electric heating as the basic energy to the benefit of natural gas;

◆ which implies an increase in GHG emissions, as the gas produces more GHG than electricity, all factors being equal;

◆ this increase is par tial ly of fset by the reduction in consumption volume related to the TR 2012, calculated over nine years of operation.

31.6. Results of a comparative study for the regions by climate

The energy study presented in Chapter 29, Section 4.1.6 also allows conducting GHG assessments in operation, by applying the emission factors related to each type of energy (Decree of 8 February 2012).

31.6.1. Results of the study in Zone H1 (Île-de-France)

DETAILS FOR HOUSING PRODUCTION IN ZONE H1 (SO 2011/2012)

Housing GHG emissions in zone H1 (Île-de-France) SO 2011

kg eq CO2 /m2 (netfloor area)/year

17.37

Low greenhouse gas emissions

High greenhouse gas emissions

≤ 5 A6 to 10 B11 to 20 C21 to 35 D36 to 55 E56 to 80 F> 80 G

Housing GHG emissions in zone H1 (Île-de-France) SO 2012


12.28




Bet ween 2011 and 2012, for the housing production in Île-de-France (Zone H1), we see a significant decline of 29% in GHG emissions




DETAILS FOR THE PRODUCTION OF COMMERCIAL BUILDINGS IN ZONE H1 (SO 2011/2012)

GHG emissions of Commercial Buildings in zone H1 (Île-de-France) SO 2011


16.49




GHG emissions of Commercial Buildings in zone H1 (Île-de-France) SO 2012


6.29




There is a significant 62% decline in GHG emissions between 2011 and 2012 for the production of commercial buildings.

DETAILS FOR HOUSING PRODUCTION IN ZONE H2 (OS 2012)

Housing GHG emissions in zone H2 (Nantes) SO 2012


9.09




DETAILS FOR THE PRODUCTION OF COMMERCIAL BUILDINGS IN ZONE H2 (SO 2012)

GHG emissions of Commercial Buildings in zone H2 (Nantes) SO 2012


1.33Low greenhouse gas emissions





DETAILS FOR HOUSING PRODUCTION IN ZONE H3 (SO 2012)

Housing GHG emissions in zone H3 (Marseilles, Nice) SO 2012

4.30





In zones H2 and H3, the results are remarkable and confirm our commitments to the production of BBC buildings.

The low GHG emissions in the zone in comparison with the other zones for housing production is due to the use of electric heating.

31.7. Distance to public transport (SO 2011/2012)

Reducing greenhouse gas emissions in new buildings also includes attention to their connections with low GHG emission forms of transport (GHG Protocol Scope 3). An initial approach was presented in 2011. The method is now used systematically as a criterion in the choice of properties, with checks at the launch of the Service Orders measuring the distance by foot between the programme and the nearest public transport (Métro, tram, train, bus, etc.). These distances are measured using Google Maps. The calculation was made for all SO 2011 and SO 2012 operations, all types combined:

Distance(in m)

Percentage of operations

2011 2012

Less than 100 31% 30%

100 to 200 20% 20%

200 to 300 28% 24%

300 to 400 8% 11%

400 to 500 3% 8%

500 to 600 5% 1%

600 to 700 5% 3%

700 to 900 - 1%

900 to 1,000 - 1%

The most available form of public transport is still the bus.

En 2012, 85% of Icade’s building production was located less than five minutes by foot from public transport (less than 400 m).




32. Adaptation to the consequences of climate change

In all of its activities, Icade implements sustainable solutions. Icade is studying the impact of possible temperature increases on the ecosystems of its parks in order to select the best adapted trees.

An experimental greenhouse project using the heat released by the activities of a tenant of Icade Property Investment, enabling Icade to work on changes in Mediterranean flora, is currently being researched in partnership with the Société Forestière of Caisse des Dépôts and the National Agronomy Research Institute.

2.2.6. Protection of biodiversity

33. Measures taken to preserve or develop biodiversity

Icade Property Investment completed an inventory of the biodiversity on its business parks (fauna and flora) in order to determine vectors for improvement. For educational purposes, beehives were also installed on the commercial buildings, seven at Parc Pont de Flandre, six on the shopping centre at Le Millénaire, and ten on the Tour Montparnasse managed by Icade Property Management.

Within the framework of the biodiversity network of Caisse des Dépôts, in 2012 Icade tested a tool to discover the impact of Icade’s activities on the ecosystem services, but also to determine on which of the ecosystem services Icade is most dependent.

Icade completed an Ecosystem Services Review (ESR) at the park at Portes de Paris, including recommendations to be incorporated in the long-term development plan.

The work on the ecosystem services will be continued in 2013, including a study on future biodiversity indicators for the properties.

2.3. INFORMATIONS ON SOCIETAL COMMITMENTS TO SUSTAINABLE DEVELOPMENT

2.3.1. National, economic and social impact of the Company’s activity

34. On employment and regional development

In 2012, Icade Property Development generated revenues of 979 million euros. At a level of one job per 100,000 euros, nearly 10,000 jobs have been generated or maintained in the national territory.

Since 2011, in partnership with Klépierre, the co-owner of the Retail Centre at Le Millénaire in Aubervilliers (93), Icade has worked on a “100 opportunities / 100 jobs” programme and is leading a group of companies working around job-based themes. This programme, since its inception, has supported 53 young people, including 35 who returned to work.

Icade also supports the development of the “Canal des Métiers” in the region of Plaine Commune (93).

On 10 December 2012, Icade renewed its commitment to territorial development with Plaine Commune when it again signed the Enterprise-territory Charter, signed initially in 2005.

35. On nearby or local populations

35.1. Icade Property Investment declaration

The impact of the development of the Business Parks on local populations in northeast Paris has resulted, among other things, in the opening of the Le Millénaire retail centre, bringing with it a full commercial offer to a growing district, as well as the installation of an innovative and free transport system of river shuttles. This transport system, which is open to the public, carried 1,116,711 passengers in 2012. Icade is also promoting the use of three “veli ’ b” (free bicycle hire) stations open to everyone within its business parks in north Paris.

35.2. Icade Property Development declaration

Icade Property Development is conducting multiple public/private operations that combine low-income housing sold in a block to a specialized operator in addition to accessible home-owning options, thus participating in the growth of urban diversity.

Icade Property Development is also working in a long-term partnership with local authorities in low-income areas to produce housing at prices lower than market prices in order to slow the erosion of social diversity: in Saint Raphaël (83), over several years, Icade Property Development has delivered the Les Florianes operations (160 housing units); then in 2009, Parc Horizon 1 (84 units), in 2010, Parc Horizon 2 (63 units) and, in 2011, Parc Horizon 3 (64 units) which continued to be marketed in 2012.



2.3.2. Relations maintained with persons or organizations aZ ected by the Company’s activity, particularly employment associations, educational institutions, environmental groups, consumer groups and local populations

36. Conditions of the dialogue with these persons or organizations

The France Green Building Council is the association of construction companies committed to sustainable buildings and chaired by the Chairman of Icade. Icade actively participates in the work of this association. It continues to make significant contributions to the Sustainable Building Plan.

All the actions described in Chapters 34 and 35 above are being developed within a club or working groups: district governments, the corporate rally, the DHR club, and so on.

At the same time, Icade is a member of Plaine Commune Development (an association of companies and local governments, the largest in France). It works to afford a dominant place on the French economic stage to the Plaine Commune (93) metropolitan7area;

Icade as a developer of its sites, works in close cooperation with local authorities and decision-makers by providing regular updates about the progress of development studies to the local authorities. The Icade parks in north Paris are located in the towns of Paris, St-Denis and Aubervilliers.

The highlights of 2012 include the following:

◆ participation in the Telethon (organization of a race at the Icade parks and collection of donations from partner companies);

◆ the anniversary lunch to celebrate the 100 opportunities/100 jobs programme, attended by elected officials, the prefect of Seine-Saint-Denis, employment agencies, companies in the regions and the young workers participating in the programme;

◆ the inaugural arrival of the metro line 12 Place du Front Populaire.

37. Partnerships and corporate giving

Icade continues its partnerships and corporate sponsorship; the long-standing nature of some of these programmes testif ies to its efforts to maintain close relations with its stakeholders.

These programmes can be analysed as follows for f iscal 2012:

Corporate Giving €150,000

Partnership /Sponsoring €29,309

AFBE and AVERE(*) memberships €4,500

(*) AFBE: French Electric Boat Association, AVERE France: French Association

to promote electric and hybrid vehicles.

In addition to these actions financed by Icade, Icade directs an event for Telethon every year with partners, close to its head off ice. Last year, the gifts collected increased once again, to total 19,950 euros.

2.3.3. Subcontracting and suppliers

38. Integration of social and environmental challenges in the purchasing policy

Icade’s dif ferent businesses do not generate purchases in significant volumes. The only direct purchases are made primarily by the support units based at the head office. The table below summarizes the responsible purchases made in 2012, by service and by type of commitment, while indicating the social and environmental commitments of our service providers.




Services

Service commitments Corporate commitment

Notes

Sheltered employment/

insertion

Quality of life /

Health/comfort

Certification/ label

Environmental product

or service Compensation RecyclingISO

26000ISO

14001 Charter

Office supplies X

Cleaning/maintenance, Head o[ ce building X X

Management/maintenance green spaces X X X

Adaptation of species to climate change

Leasing and maintenance for green plants X

Communication media for the disability mission X

Mailing routing X

Response to spontaneous applications X

Management of the reports of the support vehicle fleet X

Supply, tableware, meals X

Reprography X

Custodians X Xrational farming «monpanier.fr»

Shared cars X X

10 cars with low CO2

emissions, inc. 2 electric

River shuttles X X XRiver shuttles, 100% electric

Car pooling X X

Bus shuttles and bees X X X

fitness centres; X

Hives Pont de Flandre X Biodiversity in city

Energy supply X

Energy supply X Green energy

RIE X X X X

AB Rational Farming offer and “responsible fishing” process



39. The importance of subcontracting and the integration of social and environmental responsibility in relations with suppliers and subcontractors.

The orders placed by Icade Property Development with works companies in its development projects represents the most significant portion of Icade’s relations with its suppliers, which amounted to several hundred million euros over 2012.

A very large number of work service providers for Icade have established charters with social commitments. However, Icade did not have a formalized process in 2012 to take into account the social and societal commitments of the companies consulted in its choice of companies or its work contract documents.

The development of a charter of best social and environmental practices which Icade’s suppliers would be required to sign progressed in 2012 and should become a reality in 2013.

2.3.4. Fair practice

40. Actions initiated to prevent corruption

40.1. Ethics

Icade’s Code of Ethics is in line with the principles which form Icade’s basic values, and through Icade for the entire Caisse des Dépôts group. The growth and image of Icade depend in fact on the quality of the services delivered to clients and partners, and also on the care taken to conduct Icade’s businesses in strict compliance with its ethos of collective vitality, professional rigour and ethical business.

In order to fight corruption, the Icade Code of Ethics specifies:

“Icade employees must be aware that practices which may be acceptable, provided they remain within very reasonable limits, within their commercial environment (such as offering business gifts, entertainment, etc.) may be completely unacceptable, even illegal, when they are related to civil servants or other persons acting in the name of the government or public entities.

Therefore, each employee must comply without reservation with the laws and regulations governing relations between government officials and clients and suppliers.

In particular, giving or offering money or gifts to a government employee violates Icade’s values of probity and transparency and the rules in force within the Group.

If employees have any questions about this issue, they are invited to consult the Ethics Officer directly.”

40.2. Anti-money laundering

Pursuant to Article L. 561-2 of the French Financial and Monetary Code, Icade’s activities relating to the acquisition/sale of real estate assets on behalf of third parties in France or abroad are subject to the regulatory obligations of due diligence with regard to clients and the declaration of suspicions to Tracfin:

◆ Icade Proper t y Development and Icade Housing Development: for transactions housed in structures outside Icade Housing Development and outside Icade Property Development, and whenever Icade Property Development or Icade Housing Development does not hold 100% of the shares of these structures directly or indirectly.;

◆ Services division: IPM, Icade Transactions, Icade Consulting.

For these activities, Icade has established a detection process that may lead to declarations of suspicions.

The f irst half of 2012 was marked by the launch of e-learning training for 108 Icade employees faced with anti-money laundering issues. The objectives of this training were to:

◆ develop a culture to f ight money laundering and the financing of terrorism;

◆ ensure correct knowledge of internal procedures;

◆ acquire and maintain good instincts to f ight money laundering, particularly through awareness of the alert indicators.

This training programme was composed of five modules of around 10 minutes each; each was reinforced with a quiz. The progress rate was 84% at 31 December 2012, i.e., 91 employees. The implementation of the process was effective as of 1 June 2012.

41. Measures taken to protect consumer health and safety

In its real estate operations, Icade complies with all regulations in force relating to consumer health and safety, for housing buyers, users of rental commercial space or public amenities users.

The measures described below therefore cover measures that exceed regulatory requirements and which Icade believes it is relevant to initiate, in order to improve the quality of the services for its clients.


41.1.1. Maintenance of public equipment in its buildings

Icade takes building management measures designed to improve the service rendered to its clients:

◆ by changing air distribution filters several times a year;

◆ by regular audits of the operation of lifting equipment in addition to the mandatory periodic inspections;




◆ by conducting air analyses in work spaces taken from a representative sample of the commercial properties. Thus, fourteen assets are covered by an annual expert assessment of air quality performed by a specialized laboratory. These analyses essentially cover the following parameters: aerobiocontamination, measurement of containment, par t iculate contamination, thermo hygrometr y, air replacement index, thermal comfort.

41.1.2. Construction or heavy renovation operations

Icade Property Investment systematically aims for the “Good” level for HQE targets 10 and 11 (visual, olfactory) through the use of high-performance technologies or materials above the simple regulatory level.

41.1.3. User comfort

Icade Property Investment establishes services for its tenants: security, nursery, f itness room, RIE restaurant, clean shared cars. It adapted its private roads at Parc du Millénaire and Parc du Pont de Flandre for traffic by Persons with Reduced Mobility.


The technical standards for NF HQE certif ications cover health and comfort issues related to the intrinsic quality of the building and to the use of the building. Icade Promotion, which is NF

certif ied for all its production (certif ication renewed in 2012) implemented within this context a set of measures to protect consumer health and safety.

The following issues in particular are handled at levels exceeding the standards and regulations in force:

Comfort:Hygrothermal comfortAcoustical comfortVisual comfortOlfactory comfort

Health:Sanitary quality of the spacesSanitary quality of the air Sanitary quality of the water

In addition, when the keys are given, the housing buyer is provided with an apartment guide. It offers advice to the user and suggests best practices for the maintenance and cleaning of the apartment.

2.3.5. Other measures initiated under this Section 2.3 in favour of human rights

42. Actions on behalf of human rights

Since Icade operates exclusively in France and Germany, it believes that the real estate laws and practices in those countries preserve Human Rights in accordance with the Universal Declaration of7Rights.



ANNEX 1

“BUR” = Diverse O� ces

Réf. Site name Addresses

BUR001 29-31-33 Champs Élysées 29-33 av des Champs Élysées 75008 Paris

BUR002 69 Boulevard Haussmann 69 bd Haussmann 75008 Paris

BUR003 Morizet 11-15 av Morizet 92100 Boulogne

BUR004 Camille Desmoulins 27 rue Camille Desmoulins 92130 Issy-les-Moulineaux

BUR006 H2O RUEIL Malmaison 2 rue des Martinets 92500 Rueil-Malmaison

BUR009 VJ1 Seine - Ilot 5 10-12 av de Paris 94800 Villejuif

BUR010 VJ2 Loire - Ilot 3 32-36 av de Paris 94800 Villejuif

BUR011 VJ3 Rhône - Ilot 4 14-20 av de Paris 94800 Villejuif

BUR012 VJ4 Rhin Ilot 6 6-8 av de Paris 94800 Villejuif

BUR013 VJ5 Garonne-Tolbiac - Ilot 1 35-47 av de Paris 94800 Villejuif

BUR015 Crystal Park 62-64 bd Victor Hugo 92200 Neuilly

BUR017 Messine 7-9 av de Messine 75008 Paris

BUR020 Nanterre Étoile Parc 123 rue Salvador Allende 92000 Nanterre

BUR021 Evry Européen 98-114-128 allée des Champs Élysées 91080 Courcouronnes

BUR022 Link Grenelle 28-32 bd de Grenelle 75015 Paris

BUR024 La Factory Boulogne 53 av Émile Zola 92100 Boulogne

BUR514 Neuilly Charles De Gaulle 93 av Charles de Gaulle 92200 Neuilly

BUR515 Neuilly Dulud 22 rue Jacques Dulud 92200 Neuilly

“PAT” = Business Parks

Réf. Site name Adresses

PAT010/PAT011/PAT012 Artois - Parc Pont de Flandre 75019 Paris

PAT014 Le Brabant - Parc Pont de Flandre 75019 Paris

PAT025 025 - Parc Pont de Flandre 75019 Paris

PAT026 026 - Parc Pont de Flandre 75019 Paris

PAT028 Beauvaisis - Pont de Flandre 75019 Paris

PAT029 029 - Pont de Flandre 75019 Paris

PAT032/PAT033 032/033 - Pont de Flandre 75019 Paris

PAT034 034 - Pont de Flandre 75019 Paris

PAT601 Millénaire 1 75019 Paris

PAT602 Millénaire 2 75019 Paris

PAT521 0521 - Pilier CFI 93300 Aubervilliers

PAT557 0557 - Pilier CFI 93300 Aubervilliers




Réf. Site name Adresses

PAT112 112 - Parc des Portes de Paris 93200 St-Denis




PAT264 264 - Parc des Portes de Paris 93300 Aubervilliers

PAT265/266/267/268/269 265 à 269 - Parc des Portes de Paris 93300 Aubervilliers

PAT270 270 - Parc des Portes de Paris 93000 Aubervilliers

ANNEX 2

METHODOLOGY NOTE ON EPRA - GRI INDICATOR SHEETS

Env 01 Total consumption of electric energy EPRA BPR IFT Indicator-Env.01 Standard: [GRI: EN4]

De} nition of the indicator

“The quantity of energy and the type of primary source which the organization indirectly uses via the purchase of electricity, information on the efforts it is making to manage its environmental impacts and reduce its contribution to climate change.” (Source: EPRA BPR September 2011)

This indicator:

◆ represents the total consumption of primary energy in the form of electricity for each office asset, expressed in kWh;

◆ represents the electricity purchased by the asset manager (communal areas) and by its occupants (privates areas), for all direct or indirect uses of the electricity (lighting, heating, ventilation, cooling, IT and office equipment);

◆ is used to measure the energy necessar y for the production and delivery of electricity implying a significant energy consumption upstream from the organization. This information also allows calculation of the indirect greenhouse gas emissions.

Calculation or estimation rules

The indicator is calculated using the following process:

Collect power purchase

agreements between the asset manager and the occupants (tenant

survey)

Estimate missing data

Verify contracts using the electricity

distribution diagrams for the asset

Indicator: Total electricity

consumption in kWhpe

Note 1

Collect consumption data

based on the invoices issued by the supplier(s) for an entire financial

year

Verify data using prior years and contractual

terms

Verify completeness of the data collected

Convert consumption data

Note 2



Note 1: Estimation of missing data, if any, according to the following rules:

◆ data partially missing in the history of a purchasing contract:

– a. from the data for the previous or next year, if available,

– b. by interpolation between adjacent available data, if not;

◆ data missing because of no response from tenants: after an unsuccessful reminder, estimate using the data available from other tenants for the assets in question (weighted areas);

◆ data from vacant areas, estimated from the data measured or estimated from occupied private areas, weighted monthly by occupancy rates (source: Icade Property Investment financial reporting).

Note 2: Conversion of the total electricity consumption expressed as f inal energy into primary energy using the coefficient 2.58 (Thermal Regulation TR 2012).

The indicator is finally expressed as kWhpe

ENV 02 Total consumption of energy provided by urban networks

EPRA BPR Indicator: IFT-Env.02 Standard: [GRI: EN4]


“The quantity of energy and the type of primary source which the organization indirectly uses via its purchases, information on the efforts it is making to manage its environmental impacts and reduce its contribution to climate change.”

(Source: EPRA BPR September 2011)

This indicator:

◆ represents the total consumption of primary energy in the form of heat (steam or air) or cold (ice water) for each office

assets, supplied by the urban networks. These supplies are generally expressed in kWh;

◆ represents the total heat or cold purchased by the manager of the asset (communal areas) and by its occupants (private areas) for all heating or cooling uses;

◆ is used to measure the energy necessary to produce and deliver heat or cold implying a signif icant energy consumption upstream from the organization. This information also allows calculation of the indirect emissions of greenhouse gases.



Collect heating or cooling purchase


survey)


Verify contracts using the heating and cooling distribution

diagrams for the asset

Indicator: Total consumption of

energy from urban networks,in kWhpe

Note 1



year

Verify data using prior years and

contractual terms



Note 2






– from the data for the previous or next year, if available,

– by interpolation between adjacent available data, if not;

◆ data missing because of no response from tenants: after an unsuccessful reminder, estimate using the data available from other tenants for the assets in question (weighted areas).

Note 2: Conversion of the total consumption measured (from bills) or estimated, expressed as final energy, into primary energy using a conversion coefficient of 1 (Thermal Regulation TR 2012).

The indicator is finally expressed in kWhpe

EnV 03 Total consumption of energy provided by�fuels



“The information on the organization’s energy consumption via primary sources may allow an assessment of the requirements which may be imposed by the new environmental regulations, such as the Kyoto Protocol.

The consumption of fossil fuels is a major source of greenhouse gas emissions and the organization’s energy consumption directly leads to these emissions.”


This indicator represents the total consumption of primary energy in the form of fuels for each off ice asset. These fuels may be

non-renewable sources of direct energy such as coal, natural gas and the fuels obtained by distillation of crude oil: gasoline, diesel, gas oil, liquefied petroleum gas (LPG), compressed natural gas (CNG), liquefied natural gas (LNG), butane, propane, ethane, etc.

In the case of Icade’s office assets, only natural gas is used.

This indicator represents the total fuels purchased by the asset manager (common areas) and by the occupants (private areas) for heating uses.



Collect natural gas purchase


survey)


Verify contracts using the natural gas distribution diagrams

for the asset

Indicator: Total consumption of

energy from fuel,in kWhpe

Note 1



year

Verify data using prior years and

contractual terms



Note 2

Convert the total gas consumption

measured

Note 3



– from the data for the previous or next year, if available,

– by interpolation between adjacent available data, if not;

◆ data missing because of no response from tenants: after an unsuccessful reminder, estimate using the data available from other tenants for the assets in question (weighted areas).



Note 2: Conversion of the consumption data expressed in m3 into kWh GCV (Gross Calorif ic Value) by introducing two coefficients (these coefficients are variable and are indicated on the supplier’s bills), that represent:

◆ Pressure Temperature Altitude: conditions of pressure, temperature and altitude at the delivery point (Consumption Point);

◆ calorif ic value in kWh/m3: variable as a function of the origin of the gas.

Note 3: Conversion of the total gas consumption measured (on bills) or estimated, expressed as final energy, into primary energy using the coefficient 1 (Thermal Regulations TR2012).

The indicator is finally expressed in kWhpe

Direct greenhouse gas emissions EPRA BPR Indicator: IFT-Env.04 Standard: [GRI: EN16]


“Greenhouse gas emissions are the principal cause of climate change and are def ined by the United Nations Framework Convention on Climate Change (UNFCCC) and the Kyoto Protocol which followed.

The six principal greenhouse gases emitted are:

◆ carbon dioxide (CO2);

◆ methane (CH4);

◆ nitrous oxide (N2O);

◆ hydrofluorocarbons (HFC, set of compounds);

◆ perfluorinated hydrocarbons (PFC, set of compounds);

◆ and sulphur hexafluoride (SF6).”


This indicator represents the direct greenhouse gas emissions resulting from combustion; for example, those generated by boilers located on the organization’s site which burn fuels in order to produce heat.

The emissions resulting from direct energy consumption can be calculated using data recovered by the indicator IFT-Env.03.

The carbon equivalent of a gas is obtained by multiplying the quantity of gas in tonnes by a conversion coeff icient defined by the legislation.



Collect total fuel-based energy consumption


Verify the data collected

Indicator: Direct greenhouse gas

emissions in metric tonnes of CO2e

Note 1 Note 2

Note 1: This consumption, expressed in kWhfe

, is taken from the process to calculate the indicator IFT-Env.03, before conversion into primary energy.

Note 2: Conversion into metric tonnes of CO2e

(equivalent carbon) by applying the natural gas coefficient: 0.234.

This coeff icient is taken from the Order of 8 February 2012 amending the order of 15 September 2006 on energy performance diagnostics for existing buildings.

Source data

The source data are the total energy consumption supplied by the fuels: Indicator IFT-Env.03 expressed in kWh

fe.




Indirect greenhouse gas emissions EPRA BPR Indicator: IFT-Env.05 Standard: [GRI: EN16]


“Greenhouse gas emissions are the principal cause of climate change and are def ined by the United Nations Framework Convention on Climate Change (UNFCCC) and the Kyoto Protocol which followed.

The six principal greenhouse gases emitted are:

◆ carbon dioxide (CO2);

◆ methane (CH4);

◆ nitrous oxide (N2O);

◆ hydrofluorocarbons (HFC, set of compounds);

◆ perfluorinated hydrocarbons (PFC, set of compounds);

◆ and sulphur hexafluoride (SF6).”


This indicator represents the indirect emissions which are greenhouse gas emissions generated by the production of electricity, heat, steam or cold imported and consumed by the organization.

The emissions resulting from indirect energy consumption can be calculated using data recovered by the indicators IFT-Env.01 and IFT-Env.02.



Collect total consumption of

energy provided by the urban networks


Verify the data collected

Indicator: Indirect greenhouse gas

emissions in metric tonnes of CO2e

Note 3Note 1 Note 2

Note 1: This consumption expressed in kWhfe

come from the process to calculate the indicators IFT-Env.01and IFT-Env.02, before conversion into primary energy.

Note 2: Conversion into metric tonnes of CO2e

(equivalent Carbon) by applying coefficients that represent the potential for global warming of the urban networks to which the Icade assets are connected:

Urban networks Heat Cold

Paris CPU and neighbouring communities 0.197 -

ENERTHERM Network la Défense 0.271 0.011

S.U.C Issy-les-Moulineaux - 0.014

IDEX Boulogne - 0.025

Note 3: Conversion of the electricity consumed (excluding renewable-based electricity used in the building ): by the coefficient 0.084.

These coefficients are taken from the Order of 8 February 2012 amending the order of 15 September 2006 on energy performance diagnostics for existing buildings).

Source data

The source data is the total consumption of energy supplied by the urban networks: indicator IFT-Env.02 expressed in kWh

fe and total

electricity consumption: indicator IFT-Env.01 expressed in kWhfe

.



Water consumption by source EPRA BPR Indicator: IFT-Env.06 Standard: [GRI: EN8]


“The total volume of water taken, in cubic metres per year (m3/yr), may come from the following supply sources:

◆ surface waters, including the water from flood plains, rivers, lakes and oceans;

◆ water table;

◆ rain water collected directly by the organization and stored;

◆ wastewater, via another organization;

◆ and city water or other water supply sources.”»

(Source: EPRA BPR September 2011).

In Icade’s case, the only source of supply is city water or other water supply sources.

This indicator represents the annual volume of water purchased by the asset manager for the communal areas or the private areas and, if applicable, by tenants who have signed a direct contract with a water supplier.



Collect water purchase


survey)


Verify contracts using the water distribution diagrams for the asset

Indicator: Water consumption by

source in m3

Note 1


based on the invoices issued by the supplier for an

entire financial year


terms


Note 1: Estimation of missing data, if any, using the following rules:


– from the data for the previous or next year, if available;

– by interpolation between adjacent available data, if not,

◆ data missing because of no response from tenants: after an unsuccessful reminder, estimate using the data available from other tenants for the assets in question (weighted areas);

◆ data for vacant areas, estimated using data measures or estimated from occupied private areas, weighted monthly by occupancy rates.

(Source: Icade Property Investment financial reporting).

The indicator is finally expressed in m3.

Source data

The source data is the total consumption of water supplied by water distribution utility providers.




Total mass of waste by type and treatment method



“The data for the production of waste over several years provides information on the progress and efforts made by the organization to reduce it.

The information on the destination of the waste allows an evaluation of how the organization manages, in a balanced way, the treatment options and variable environmental impacts.”


This indicator represents the annual quantity of waste generated by the organization through its activities, by separating:

◆ hazardous waste (at the time it is produced, as defined by national legislation);

◆ non-hazardous waste (any other form of solid or liquid waste, with the exception of wastewater).

This percentage of waste is analysed by treatment methods or otherwise, in two categories:

◆ recyclable waste: waste that has been sorted at the source;

◆ unrecyclable waste: waste that has not been sorted at the source.



Collect waste management service purchase

agreements between the asset manager and the

occupants (tenant survey)


Indicator:Total mass of waste

by type and method of

treatment in tonnes of waste

generatedNote 1

Collect waste generation data based on the invoices or pick-up slips issued by the waste management

service provider(s) for an entire financial year


terms


Convert data expressed in number of containers

based on density coefficients for these

containers

Break down the total waste generated by hazardous vs.

non-hazardous and based on the waste categories in the

Environmental Code



– from the data for the previous or next year, if available;

– by interpolation between adjacent available data, if not,

◆ data missing because of no response from tenants: after an unsuccessful reminder, estimate using the data available from other tenants for the assets in question (weighted areas and similar activities);

◆ data from vacant areas, estimated from the data measured or estimated from occupied private areas, weight monthly by occupancy rates.

(Source: Icade Property Investment financial reporting).

The indicator is f inally expressed in tonnes of waste generated.

Source data

The source data are the bills or collection sheets issued by the provider of waste treatment services.



Env 08 Percentage of waste by type and treatment methods

EPRA BPR Indicator: IFT-Env.08 Standard: SO


“The data for the production of waste over several years provides information on the progress and efforts made by the organization to reduce it.

The information on the destination of the waste allows an evaluation of how the organization manages, in a balanced way, the treatment options and variable environmental impacts.”

(Source: EPRA BPR September 2011).

This indicator represents the annual quantity of waste generated by the organization through its activities, by separating:

◆ hazardous waste (at the time it is produced, as defined by national legislation);

◆ non-hazardous waste (any other form of solid or liquid waste, with the exception of wastewater).

This percentage of waste is analysed by treatment methods or otherwise in two categories:

◆ recyclable waste: waste that has been sorted at the source;

◆ unrecyclable waste: waste that has not been sorted at the source.



Collect the indicator values for

IFT-Env.07

Calculate percentages for waste types and

treatment method

Indicator: Percentage of the

total mass of waste generated each

year

Source data

The source data are the values of the indicator Env.07.

Env 09 Energy intensity of the assets (in kWhpe/m2/yr)

EPRA BPR indicator: IFT-Env.09 Standard: [GRI: CRESS CRE1]


This indicator represents the energy performance of an asset defined by the ratio:

Å annual quantities of kWh consumed Total net floor area (in m2)

Annual quantities represent:

◆ the electric energy consumed in the common areas and the private areas, for all lighting, heat, ventilation, cooling, office IT equipment, technical activities, etc.);

◆ the energy consumed in the form of heat (steam or air) or cold (ice water), provided by the collective heating or cooling networks;

◆ the energy consumed in the form of heat (steam or air) supplied by private boilers.

The indicator is established from the values of indicators IFT-Env.01 to IFT-Env.03 included. Therefore, the indicator is established by full occupancy of the asset in question; therefore, this is the intrinsic energy intensity of the asset.







IFT-Env.01 toIFT-Env.03 inclusive

Add up the indicator values

Indicator: Energy intensity of the

t asse expressed inkWhpe/m2/year

Collect the net floor area of the asset in question

Calculate the indicator

Note 1

Note 1: Calculation of the indicator by dividing the total of the consumption by the net floor area.

The indicator is finally expressed in kWhpe/m2/year.

Source data

The source data are:

◆ the values of indicators IFT-Env.01 to IFT-Env.03 inclusive, for the asset in question;

◆ the net floor surface area expressed in m2 of the asset in question.

Env 10 Energy intensity of the assets (in kWhpe/person/year)




Å Annual quantities of kWh consumedNumber of occupant persons

Annual quantities represent:

◆ the electric energy consumed in the communal areas and the private areas, for all lighting, heat, ventilation, cooling, office IT equipment, technical activities, etc.);

◆ the energy consumed in the form of heat (steam or air) or cold (ice water), provided by the collective heating or cooling networks;

◆ the energy consumed in the form of heat (steam or air) supplied by private boilers.

The indicator is established from the values of indicators IFT-Env.01 to IFT-Env.03 included. Therefore, the indicator is established for full occupancy of the asset in question; therefore, this is the intrinsic energy intensity of the asset.


The indicator is calculated from the following process:


IFT-Env.01 toIFT-Env.03 inclusive


Indicator: Energy intensity of the

asset expressed in kWhpe

/person/year



Note 1

Estimate the number of occupants

Note 2

Note 1: Estimatation of the number of occupants from the net floor surface area of the asset in question, divided by 15 m2/person.

Note 2: Calculation of the indicator by dividing the total consumption by the number of individual occupants.

The indicator is finally expressed in kWhpe/person/year.

Source data

The source data are the:

◆ the values of the indicators IF T-Env.01 to IF T-Env.03 inclusive, for the asset in question;

◆ the net f loor surface area, expressed in m2, of the asset in question.



Water intensity of the asset (in m3/m2/year) EPRA BPR indicator: IFT-Env. 11 Standard: [GRI: CRESS CRE2]



Å Annual quantities of water consumed (in m3)Total net floor surface area (in m2)

Annual quantities represent the quantity of water consumed, all sources combined.

The indicator is established from the values of the indicator IFT-Env.06. Therefore, the indicator is established for full occupancy of the asset in question; it is, therefore, the intrinsic water density of the asset.



Collect the annual indicator value for

IFT-Env.06

Indicator: Water intensity of the

asset expressed inm3/m2/year



Note 1

Note 1: Calculation of the indicator by dividing annual water consumption by net floor surface area.

The indicator is finally expressed in m3/m2/year.

Source data

The source data is:

◆ the annual value of the indicator IFT-Env.06, for the asset in question;

◆ the net floor surface area expressed in m2 of the asset in question.






Collect the annual indicator value for

IFT-Env.06

Indicator: Water intensity of the

asset expressed inlitre/person/day




Note 3Note 1

Research the number of days worked per year

Note 2

Water intensity of the asset (in litres/person/day)




1 000*Å Annual quantities of water consumed (in m3)Number of occupants *Number of days worked/year

Annual quantities represent the quantity of water consumed, all sources combined.

The indicator is established from the values of the indicator IFT-Env.06. Therefore, the indicator is established for full occupancy of the asset in question; it is, therefore, the intrinsic water density of the asset.

Note 1: Estimate of the number of occupants from the net floor surface area of the asset in question, divided by 15 m2/person (usual value).

Note 2: Search for the number of days worked per year. This number of days is calculated according to the following rules:

a. number of calendar days in the year: 365 or 366;

b. number of weekend days (Saturday and Sunday): 104 to 105;

c. number of holidays (including Pentecost Monday) in the year: variable from 6 to 10 days per year;

d. number of legal days for paid vacation days (excluding RTT comp days): 25;

e. number of RTT comp days: 8.

In 2012, this number of days worked is 219, corresponding to 366-104-10-25-8.

The indicator is finally expressed in litres/person/day.

Source data

The source data is:

◆ the annual value of the indicator IFT-Env.06 for the asset in question;

◆ the net floor surface area of the asset in question, expressed in m2;

◆ the number of days worked per year;

◆ the number of m2 of net floor area per occupant.






IFT-Env.04 andIFT-Env.05


Indicator: Carbon intensity of the

asset expressed in Kg CO2e/m2/year



Note 1

Note 1: Calculation of the indicator by dividing the total consumption * 1,000 by the net floor surface area.

The indicator is finally expressed in Kg CO2e/m2/yr.

Source data



◆ The net floor surface area of the asset in question expressed in m2.

Carbon intensity of the asset (in Kg CO2e/m2/year)



This indicator represents the carbon performance of an asset defined by the ratio:

1 000*Å Annual quantities of equivalent carbon emitted Total net floor surface area (in m2)

Annual quantities of carbon equivalent emitted represent:

◆ the direct greenhouse gas emissions generated by the boilers within the organization, which burn fuels in order to produce heat;

◆ the indirect greenhouse gas emissions generated by the production of electricity, heat or steam imported and consumed by the organization.

The indicator is established from the values of indicators IFT-Env.04 to IFT-Env.05 inclusive. Therefore, the indicator is established for full occupancy of the assets; it is, therefore, the intrinsic energy intensity of the asset.




Note 1: Estimate established from the net floor surface area of the asset in question, divided by 15 m2/person ( normal value).

Note 2: Calculation of the indicator by dividing the total consumption * 1,000 by the number of occupants.

The indicator is finally expressed in Kg CO2e/person/year.

Source data



◆ The net floor surface area of the asset in question expressed in m2.

Carbon intensity of the asset - (in Kg CO2e/person/year)



This indicator represents the carbon performance of an asset defined by the ratio:

1 000*Å Annual quantities of carbon equivalent emitted Number of occupants

Annual quantities of carbon equivalent emitted represent:

◆ the direct greenhouse gas emissions generated by the boilers within the organization, which burn fuels in order to produce heat;

◆ the indirect greenhouse gas emissions generated by the production of electricity, heat or steam imported and consumed by the organization.

The indicator is established from the values of indicators IFT-Env.04 to IFT-Env.05 inclusive. Therefore, the indicator is established for full occupancy of the assets; it is, therefore, the intrinsic energy intensity of the asset.



Collect the indicator values

for IFT-Env.04 andIFT-Env.05


Indicator: Carbon intensity of the

asset, expressed in Kg CO2e/person/

year



Note 1


Note 2



Declaration of completeness and limited assurance report from the independent auditor regarding labour-related, environmental and social information


DECLARATION OF COMPLETENESS AND LIMITED ASSURANCE REPORT FROM THE INDEPENDENT AUDITOR REGARDING LABOUR-RELATED, ENVIRONMENTAL AND SOCIAL INFORMATION

Chapter 10Declaration of completeness and limited assurance report from the independent auditor regarding labour-related, environmental and social information

FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2012

To the management,

As per the request submitted to us and in our capacity as Icade’s statutory auditors, we present our report on the consolidated labour, environmental and social information presented in Chapter V “Social and environmental responsibility” of the management report drawn up for the year ended 31 December 2012 pursuant to the provisions of Article L. 225-102-1 of the Commercial Code.

Management’s responsibility

It is the Board of Directors’ responsibility to draw up a management report consisting of the consolidated labour, environmental and social information required under Article R. 225-105-1 of the Commercial Code (hereinafter referred to as the “Information”), presented in accordance with the framework used by Icade (the “Framework”) and available from the Audit, Risk Management and Sustainable Development Department.

Independence and quality control

Our status as independent auditors is def ined by regulation, the professional code of ethics and the provisions set forth by Article L. 822-11 of the Commercial Code. Furthermore, we implemented a quality control system that consists of documented procedures and policies to ensure compliance with rules governing professional ethics and conduct, professional standards and the applicable laws and regulations.

Independent auditor’s responsibility

It is our duty, based on our review:

◆ to confirm that the required information has been included in the management report or, if it is missing, that such absence be explained pursuant to the third paragraph of Article R. 225-105 of the Commercial Code and Decree no. 2012-557 of 24 April 2012 (declaration of completeness);



◆ to draw a conclusion expressing limited assurance regarding the fact that the information is present, in all significant aspects, and that it has been presented truthfully in accordance with the Framework used (limited assurance report).

As part of this engagement, we called on our expertise in corporate social responsibility and sustainable development.

1. DECLARATION OF COMPLETENESS

We carried out the following tasks in accordance with the professional standards applicable in France:

◆ we compared the Information presented in the management report to the list required under Article R. 225-105-1 of the French Commercial Code;

◆ we verif ied that the Information covers the entire scope of consolidation, i.e., the company, its subsidiaries as defined under Article L. 233-1 and the companies that it controls as defined under Article L. 233-3 of the Commercial Code, the limits of this scope being specified in Chapter V of the management report and its appendices;

◆ if certain consolidated information was missing, we verif ied that explanations were provided in accordance with the provisions of Decree no. 2012-557 of 24 April 2012.

On the basis of this work, we certify that the required Information is present in the management report.

2. LIMITED ASSURANCE REPORT

Nature and scope of the work

We performed our engagement in accordance with ISAE 3000 (International Standard on Assurance Engagements) and with the professional standards applicable in France.

We carried out the following tasks in order to obtain a limited level of assurance that the Information is free of material misstatement that would suggest that it is not truthful, in all significant aspects, in accordance with the Framework. A higher level of assurance would have required additional verif ications.

We carried out the following tasks:

◆ we confirmed that the Framework is appropriate as regards its relevance, comprehensiveness, impartiality, clarify and reliability, taking into consideration any best practices used in the sector;

◆ we verified that the Group has a process in place for the gathering, compilation, processing and auditing of information to ensure comprehensiveness and consistency. We examined the internal control and risk management procedures relative to the preparation of the Information. We met with personnel responsible for the reporting of labour-related, environmental and social information;

◆ we selected the consolidated information to be tested(1) and determined the type and scope of the tests considering their significance given the social and environmental consequences related to the Group’s business activities and characteristics as well as its social commitments.

– Regarding the consolidated quantitative information that we deemed most significant:

we carried out analytical procedures and verif ied the calculations performed and the consolidation of this information on the basis of tests;

◆ we met with personnel in the Audit, Risks and Sustainable Development Department, the Human Resources Department , the Property Investment Division and the Property Development Division to verify that procedures were being applied correctly and to obtain the information we needed to proceed with our verif ications;

(1) Employees at 31 December 2012, employees at 31 December 2012 by geographical zone, breakdown of employees by age and gender, overview of collective bargaining agreements, number and frequency of occupational accidents, severity rate of occupational accidents, occupational diseases, number of employees classi( ed as disabled workers, organization of the company to deal with environmental issues and environmental certi( cations, number of workers who have received sustainable development training, total electricity consumption (Property Investment), total energy consumption of the heating or cooling systems (Property Investment), total fuel consumption (Property Investment), nationwide energy consumption (Property Development), number of kWh/year generated by solar thermal panels (Property Development), direct greenhouse gas emissions (Property Investment), indirect greenhouse gas emissions (Property Investment), total greenhouse gas emissions (Property Development), number of people trained on anti-money laundering issues, measures taken to promote consumer health and safety.



◆ we carried out tests of details based on samplings to verify the calculations performed and to reconcile the data with supporting documentation;

the sampling used represented 100% of employees and 100% of the quantitative environmental information tested;

– as for the qualitative information that we deemed most signif icant, we met with personnel and reviewed the corresponding documentary sources to corroborate this information and assess its truthfulness.

◆ For the other published consolidated information, we assessed its truthfulness and consistence based on our knowledge of the company and, where applicable, by meeting with personnel and consulting documentary sources.

◆ Lastly, we did not assess the accuracy of the statements relative to the absence of certain information, where applicable.

CONCLUSION

Our verifications found no material misstatements suggesting that the Information was not reported, in all significant aspects, truthfully and in accordance with the Framework.

Signed in Paris La Défense on 20 February 2013

Mazars

Jérôme de Pastors Emmanuelle Rigaudias

Partner Partner, CSR & Sustainable Development




Additionalinformation1. Information on the issuer and its capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300

1.1. Legal information on the issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3001.2. Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3001.3. Information on capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3021.4. Distribution of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3091.5. Subsidiaries and holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3121.6. Events occurring after the close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3141.7. Items that could have a bearing on a takeover bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314

2. Equity market of the company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315

3. Exceptional events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316

4. Attribution of results and distribution policy . . . . . . . . . . . . . . . . . . . . . . . . 3164.1. History of dividends and attribution proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164.2. Summary of ; nancial data for the past ; ve years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

5. Information on payment schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

6. Insurance and disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3196.1. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3196.2. Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 321


7. Risk management and control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3217.1. Legal and ; scal risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3217.2. Technical and environmental risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3237.3. Risks associated with the property market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3247.4. Operational risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3247.5. Credit and/or counterparty risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3277.6. Liquidity risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3277.7. Market risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327

8. Employee shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3298.1. Employee shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329

9. Administration and management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3379.1. Bodies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3379.2. Remuneration and bene; ts for corporate o� cers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3539.3. Board of directors’ committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357

10. Persons responsible . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35810.1. Person responsible for this document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35810.2. Declaration by the person responsible for this document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35810.3. Statutory auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35810.4. Fees of the legal auditors and members of

their networks for 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35910.5. Persons responsible for the ; nancial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35910.6. Persons responsible for shareholder information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359

11. Information from third parties, survey declarations and declarations of interest - appraisersµ condensed report . . . . 36011.1. General background of the valuation mission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36011.2. Conditions for performing the assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36011.3. Overall market value on 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36111.4. General comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361


ADDITIONAL INFORMATION – INFORMATION ON THE ISSUER AND ITS CAPITAL

Chapter�11Additional information

1. Information on the issuer and its capital

1.1. LEGAL INFORMATION ON THE ISSUER

1.1.1. Company name

The name of the Company is “Icade” following the change of name from Icade Emgp decided by its shareholders at the Combined Ordinary and Extraordinary General Meeting of 30 November 2007.

1.1.2. Commercial and companies register

The Company is registered in the Paris Commercial and Companies Register under no. 582 074 944. The Company’s SIRET number (Company ID) is 582 074 944 00650. Its NAF code (tax ID) is 6820 B.

1.1.3. Date of constitution and life of the Company

The Company was registered in the Paris Commercial and Companies Register on 27 October 1955. It shall terminate on 31 December 2098, unless it is extended or prematurely dissolved as provided in the legal provisions and Articles of Association.

1.1.4. Registered o� ce, legal form and applicable legislation

The Company’s registered office is situated at:

35, rue de la Gare

75019 Paris

Tel: 01 41 57 70 00

Fax: 01 41 57 80 32

Website: www.icade.fr

The Company is a “société anonyme” with a Board of Directors governed by all current legal and regulatory provisions applicable to commercial companies as well as the provisions of its Articles of Association.

1.2. ARTICLES OF ASSOCIATION

The provisions of the Articles of Association as described in this paragraph are those which have applied since being adopted by the Company’s Combined Ordinary and Extraordinary Meeting of 30 November 2007.

1.2.1. Corporate purpose (Article 2 of the Articles of Association)

The purpose of the Company shall be:

◆ the acquisition, construction and operation, in any form whatsoever, of all property, land and property rights or buildings located in France or abroad and in particular all business premises, offices, shops, dwellings, warehouses or public salesrooms, restaurants, drinks outlets, any means of communication, all stocks and shares, corporate rights and all assets constituting incidentals or appendices to the said assets;

◆ the realization of all studies relating to those business activities, both for its own account and that of its subsidiaries or third parties;

◆ all transport, transit and handling operations, transport commission, transport auxiliary and related activities;

◆ all assistance and all ser vices of an administrative, accounting , f inancial and management nature to all subsidiaries and holdings as well as the contribution to the companies in its Group of all material or financial resources, particularly for the reali sation of treasury operations, ensuring or encouraging their development as well as carrying out or assisting with all economic, technical, legal, financial or other studies without any restriction other than compliance with current legislation;

◆ estate agency business and everything relating to property, chattel or commercial negotiation as an intermediary.



To that end, the creation, acquisition, leasing, installation and operation of all establishments relating to the estate agency business;

◆ the exercise of all property management mandates and in particular collection of rents and tenants’ charges;

◆ all operations related to the operating costs of buildings or services rendered to the occupants of buildings;

◆ the Company taking a direct or indirect interest or holding in all industrial, commercial or financial, property or chattel activities or operations, in France or abroad, of any kind, in any form whatsoever existing or future, provided those activities or operations directly or indirectly relate to the corporate purpose or similar related or complementary purposes;

◆ and more generally speaking, all operations of any kind whatsoever, whether economic or legal, f inancial, civil or commercial, which may directly or indirectly relate to the corporate purpose or any similar related or complementary purposes.

1.2.2. Rights and obligations attached to the shares (Articles 6 to 8 of the Articles of Association)

1.2.2.1. Types of shares and identities of shareholders

The shares, fully paid, are registered or bearer shares, at the shareholder ’s option, within the framework of and subject to legal provisions then in force.

The shares give rise to an account entry under the conditions and in accordance with the procedures provided by legal provisions then in force and are transferred by transfer from one account to another.

The Company may at any time request information on the composition of its shareholders in accordance with the provisions of Article L. 228-2 of the Commercial Code and/or any other law which may supplement or replace it.

1.2.2.2. Rights attached to each share

The possession of one share automatically entails compliance with the Articles of Association and decisions of the General Meeting. Whenever it is necessary to own a certain number of shares in order to exercise a right, it shall be up to owners who do not own the required number to make arrangements for the required share grouping.

All shares which make up or will make up the share capital of the Company are entirely assimilated from the moment they bear the same dividend rate, provided they are of the same category, the same nominal value and paid for at the same price.

Apart from the non-pecuniary rights provided by the legal provisions then applicable or these Articles of Association, each share provides entitlement to a quota share of the profits or liquidation dividend in proportion to the number of shares in existence.

1.2.2.3. Payment for shares

The value of shares issued by way of increase in capital and to be paid for in cash is payable under the conditions laid down by the legal and regulatory provisions then applicable.

Calls for funds shall be brought to the attention of subscribers and shareholders at least two weeks before the date set for each payment by means of a notice inserted in a legal announcements newspaper in the location of the registered office or by personal registered letter.

Any delay in paying any sums due on the unpaid value of the shares shall, automatically and without the need for any formalities, entail payment of interest calculated pro rata temporis at the legal interest rate plus two hundred (200) basis points without prejudice to any personal action that the Company may take against the defaulting shareholder and any enforced execution measures provided by current regulations.

1.2.3. General Meetings (Article 15 of the Articles of Association)

1.2.3.1. Convening of meetings

Shareholders’ meetings shall be called, held and deliberated under the conditions provided by current regulations.

1.2.3.2. Access to meetings

General Meetings shall consist of all shareholders whose securities are fully paid in respect of due payments and in respect of which, in accordance with the provisions of Article R. 225-85 of the Commercial Code, there is a proven right to attend General Meetings by securities being registered either in the name of the shareholder or, if the shareholder is not domiciled on French territory, in the name of the intermediary registered on his behalf, at midnight (Paris time) on the third working day preceding the meeting.

The registration of the securities within the time limit mentioned in the preceding paragraph must be either in the registered securities accounts held by the Company or in the bearer securities accounts held by the authorized intermediary.

Access to the General Meeting is open to its members upon simple proof of their status and identities. If it sees fit, the Board of Directors may give shareholders personal and named admission cards and require these to be produced.

Any shareholder may vote by post, under legal conditions, or may appoint his/her spouse as proxy or any other shareholder in order to be represented at a General Meeting.

In accordance with legal and regulatory conditions, shareholders may send their postal voting slips or proxies as well as a statement of participation, in paper form at least three days before the date of the General Meeting. These submission procedures are specified by the Board of Directors in the notice of meeting. The Board of Directors may shorten or remove this three day period.



A shareholder who has already voted by postal vote, submitted a proxy or requested his admission card or a statement of participation may sell all or some of his shares at any time.

However, if the sale is made before midnight, Paris time, on the third working day preceding the meeting, the Company shall invalidate or amend accordingly, as appropriate, the postal vote, the proxy, the admission card or statement of participation. To this end, the authorized intermediary account holder shall notify the Company or its representative of the sale and forward the necessary information to it.

No sale or any other transaction carried out after midnight, Paris time, on the third working day preceding the meeting, regardless of the means used, shall be notified by the authorized intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary.

1.2.3.3. Voting rights

Each member of the meeting, whether Ordinary or Extraordinary, shall have the same number of votes as the shares he or she owns or represents.

1.2.3.4. Officers, attendance sheet and minutes

Meetings shall be chaired by the Chairman of the Board of Directors or, in his absence, the Vice-Chairman or a director specially appointed by the Board. Failing which, the meeting shall elect its Chairman itself.

Minutes shall be drawn up and copies shall be certif ied and distributed in accordance with current regulations.

In accordance with Article L. 2323-62 of the Labour Code, two members of the Employee-Representative Committee, appointed by the Committee, one belonging to the category of managers, technicians and foremen and the other to the category of employees and labourers, also attend all meetings of the Board of Directors in an advisory capacity.

1.3. INFORMATION ON CAPITAL

1.3.1. General information

1.3.1.1. Value of the share capital

Icade’s share capital stands at 79,263,666.20 euros, divided into 52,000,517 shares fully paid, all of the same category. As far as the Company is aware and at the date of this annual report, none of the Company’s 52,000,517 shares have been pledged.



1.3.1.2. Authorized but non-issued capital

Statement of authorizations granted by the General Meetings of 15 April 2009, 7 April 2011, 26 March 2012 and 22 June 2012

Securities concernedPeriod of authorization and expiry

Maximum nominal value of increases in capital

Use of authorizations in 2012

Options for subscription and/or purchase of7shares in the Company (resolution 18 of7the General Shareholders Meeting of 157April72009)

Term: 38 months from the General Shareholders Meeting of 15 April 2009Expiry: 14 June 2012

1.5% of diluted capital as of the General Shareholders Meeting of 15 April 2009 and 1% of diluted capital as of this General Shareholders Meeting by fiscal year(*)(**)

Authorization used of 4,027 share subscription options each granting the right to subscribe to 1 share

Bonus shares, existing or to be issued (resolution 19 of the General Shareholders Meeting of 15 April 2009)


1% of the total number of shares making up the diluted capital on the day on which the Board of Directors decided to use this authorization(*)(**)

Authorization used up to 54,480 bonus shares to date.

Increase in capital by incorporation of reserves, profits, issue or merger premiums or by the contribution of any other sum for which capitalization is permitted (resolution 15 of the General Shareholders Meeting of 77April 2011)


Maximum nominal value of increases in capital: 157million euros(*)

Unused to date

Issue of shares with pre-emptive subscription rights (resolution 1 of the General Shareholders Meeting of 26 March 2012)

Term: 26 months from the General Shareholders Meeting of 26 March 2012Expiry: 25 May 2014

Maximum nominal value of increases in capital: 387million euros(*)

Unused to date

Issue of shares or other securities in the Company or of equities providing access to up to 10% of the Company’s capital to be used for contributions-in-kind and made up of capital securities or equities giving access to capital (resolution 2 of the General Shareholders Meeting of 26 March 2012)


10% of the share capital as it stands on the date of use of this delegation by the Board of Directors(*)(***)

Unused to date

Issue of shares in the event that the Company offers a takeover bid, with an exchange component, to Silic’s shareholders (resolution 3 of the General Shareholders Meeting of 267March 2012)

Term: 12 months from the General Shareholders Meeting of 26 March 2012Expiry: 25 March 2013

Maximum nominal value of increases in capital: 387million euros(*)(***)

Unused to date

Increase in capital without pre-emptive rights for employees of the Company and its associates (resolution 4 of the General Shareholders Meeting of 26 March 2012)


1% of the diluted capital as of the General Shareholders Meeting of 26 March 2012(*)(***)

Unused to date

Bonus shares, existing or to be issued (resolution 16 of the General Shareholders Meeting of 22 June 2012)

Term: 38 months from the General Shareholders Meeting of 22 June 2012Expiry: 21 August 2015

1% of the total number of shares making up the diluted capital on the day on which the Board of Directors decided to use this authorization(****)(*****)

Unused to date

(*) Where appropriate, the additional amount of the nominal value of the shares to be issued to protect the rights of shareholders or the holders of other rights

providing access to the Company’s capital.

(**) The maximum for this authorisation is separate from the 15 million euro maximum in resolution 15 of the General Shareholders Meeting of 15 April 2009.

(***) The nominal value of increases in capital likely to be carried out under the delegations set forth in resolutions 1, 2, 3 and 4 of the General Shareholders

Meeting of 26 March 2012 will be deducted from the maximum of 38 million euros established under resolution 1 of the General Shareholders Meeting of

26 March 2012.

(****) Where appropriate, the additional amount of the nominal value of the shares to be issued to protect the rights of bonus share recipients.

(*****) The maximum for this authorisation is separate from the 15 million euro maximum in resolution 1 of the General Shareholders Meeting of 26 March 2012.



Statement of authorizations voted on by the Combined Ordinary and Extraordinary General Meeting to be held on 12 April 2013

Securities concernedPeriod of authorization and expiry

Maximum nominal value of increases in capital

Increase in capital by incorporation of reserves, profits, issue or merger premiums or by the contribution of any other sum for which capitalization is permitted(resolution 16 of the General Shareholders Meeting of 12 April 2013)


Maximum nominal value of increases in capital: 15 million euros

Increase in capital without pre-emptive rights for employees of theCompany and its associates (resolution 14 of the General ShareholdersMeeting of 12 April 2013)Renewal of Resolution 4 of the General Shareholders Meeting of 26�March 2012


1% of the diluted capital as of the date of this meeting(1)(2)

Issue of shares without pre-emptive rights in the event that the Company offers a takeover bid, with an exchange component, to Silic’s shareholders (resolution 13 of the General Shareholders Meeting of 12 April 2013)Renewal of resolution 3 of the General Shareholders Meeting of 26�March 2012

Term: 12 months from the General Shareholders Meeting of 12 April 2013Expiry: 11 April 2014

Maximum nominal value of immediate or future increases in capital: 38 million euros(1)(2)

Allocations of share subscription or purchase options (resolution 17 of the General Shareholders Meeting of 12 April 2013)


1% of the total number of shares making up the diluted capital on the date of the Board of Director’s decision to allocate options(1)

(1) Where appropriate, the additional amount of the nominal value of the shares to be issued to protect the rights of shareholders or the holders of other rights

providing access to the Company’s capital.

(2) Every increase in capital that may be carried out pursuant to this resolution will be deducted from the overall amount of 38 million euros scheduled in

resolution 1 of the General Shareholders Meeting of 26 March 2012.

1.3.1.3. Securities not representing the capital

There are no securities not representing Icade’s capital.

1.3.1.4. Securities held by Icade or for its own account

The Company’s General Shareholders Meeting of 22 June 2012 renewed a resolution authorizing the Board of Directors to have the Company buy its own shares for a period of 18 months within the framework of the provisions of Article L. 225-209 and following of the Commercial Code. The General Shareholders Meeting renewed this authorization under the following conditions:

◆ the number of shares that the Company buys during the buy-back programme shall not exceed 10% of the shares comprising the capital of the Company (that percentage at all times applying to a capital adjusted according to the transactions affecting it after the meeting of 22 June 2012) on the understanding that a maximum of 5% of the shares comprising the capital of the Company may be set aside to be kept and subsequently delivered in payment or exchange within the framework of a merger, demerger or contribution operation; and

◆ the number of shares that the Company shall hold at any given time shall not exceed 10% of the shares comprising the capital of the Company.

Under the terms of this authorization, the Company’s shares may at any time be purchased, sold, transferred or exchanged in accordance with current regulations in the market or over the

counter, specifically by transactions in blocks of shares (which may be as large as the whole of the programme), by the use of f inancial derivatives (traded on a regulated or over the counter market) or by certif icates or securities providing entitlement to the Company’s shares, or by setting up option based strategies, or issuing equities that can be converted, exchanged or redeemed for shares in the Company held by the latter at such times as the Board of Directors or the person representing the Board of Directors shall determine.

The maximum value of the funds used to implement this share buy-back programme is 735 million euros. The maximum purchase price is set at 150 euros, excluding acquisition fees.

This authorization is intended to enable the Company (I) to keep the shares and subsequently deliver them in payment or exchange within the framework of possible external growth operations, within the framework of market practices accepted by the French Financial Markets Authority (AMF); (II) to enhance the liquidity of transactions and regularity of listings of the Company’s securities and avoid price movements not justif ied by market trends within the framework of a liquidity contract concluded with an investment services provider operating independently but in accordance with market practices accepted by the AMF and the AMAFI (formerly the AFEI) code of ethics dated 1 October 2008 regarding liquidity contracts; (III) to allocate them to the corporate officers or employees of the Company and/or companies in its Group under the conditions and in accordance with the procedures provided by legal and regulatory provisions applicable within the



framework of sharing in the benefits of the Company’s expansion, the share purchase option scheme provided by Articles L. 225-179 and following of the Commercial Code, the free share allocation scheme provided by Articles L. 225-197-1 to L. 225-197-3 of the Commercial Code and a Company savings plan, and to carry out all hedging transactions relating to those operations under the conditions laid down by the market authorities and at such times as the Board of Directors or person representing the Board of Directors shall determine; (IV) to deliver them on exercise of rights attaching to securities providing immediate or future entitlement to the allocation of Company shares, as well as to carry out all hedging transactions in connection with the issue of such securities, under the conditions laid down by the market authorities and at such times as the Board of Directors or person representing the Board of Directors shall determine; or (V) to cancel them totally or partially by means of a reduction in share capital (particularly in order to improve cash management, return on equity or earnings per share). This authorization is also intended to enable the Company to trade in its own shares for any other authorized purpose or some purpose which may be authorized by applicable legal and regulatory provisions or which may become recognized as a market practice by the AMF.

The Board of Directors meeting of 22 June 2011 decided to implement the share buy-back programme in respect of all the objectives set out by the Ordinary and Extraordinary General Meeting of 22 June 2011.

In this respect, a liquidity contract compliant with the AMAFI code of ethics approved by the order of the French Financial Markets Authority on 1 October 2008, was signed with Rothschild & Cie Banque, investment service providers, on 31 December 2010 with effect from 1 January 2011. Part of the shares acquired by the Company was done so in connection with the liquidity contract. On 1 January 2011, the sum of 5 million euros and 231,803 Icade shares were transferred to the liquidity account to implement said contract.

Situation as of 31 December 2012

Of the 236,229 self-held shares, representing 0.45% of the capital at 31 December 2012, none fall under the liquidity contract.

Combined information 2012 Securities % of capital

Company’s total issued shares at the start of the programme (1 January 2011) 51,802,133 100.00%

Treasury shares at the start of the programme (direct and indirect) 705,205 € 0.89%

Number of shares held on 31 December 2012 236,229 0.45%

Number of shares purchased during the year 522,301 1.00%

Number of shares sold during the year 742,301 1.43%

Average price of purchases 63.21 €

Average price of sales 63.77 €

Transaction costs excluding tax 75,000 €

Portfolio book value 15,990,122 €

Portfolio nominal value 360,081 €

1.3.1.5. Complex securities

1.3.1.5.1. Options for the allocation of shares

The information and history of share subscription option attributions are described in Chapter 11 of this report, § 8.1.2 page 329.

1.3.1.5.2. Bonus share allocations

The information and history of share subscription option attributions are described in Chapter 11 of this report, § 8.1.3 page 334.

1.3.1.6. Option or agreement relating to the capital of Icade or companies in its Group

On the date of registration of this reference document, there are no promises of purchase or sale enabling (I) all or part of the capital of Icade or (II) all or part of the capital of a direct subsidiary of Icade to be purchased or sold.



1.3.1.7. Table of changes in Icade’s capital over the last three years

The table below shows the evolution of Icade’s capital since 1 January 2010.

Date Transaction

Number of shares

issued/cancelled

Nominal value of the variation in

capital(in €)

Issue, merger or contribution

premium(in €)

Total capital(in €)

Total number of

shares

16 and 17 February 2010

Increase in capital with no pre-emptive rights to MSREF Turque Sàrl (General Shareholders Meeting and Board of Directors) 584,971 889,155.92 48,640,338.65 76,036,049.83 49,878,102

16 February 2010 Increase in capital resulting from the contribution in kind by MSREF Turque Sàrl of 15,498,630 shares in Compagnie la Lucette (General Shareholders Meeting) 1,759,289 2,674,119 146,289,966 78,710,168.83 51,637,391

6 May 2010 Increase in capital following the alternative offer aimed at shares in Compagnie la Lucette (CEO’s decision by delegation of the General Shareholders Meeting and Board of Directors) 22,176 33,802.57 1,592,141.75 78,743,971.40 51,659,567

30 June 2010 Increase in capital following repayments of 268 BRS April 2004, 391 BRS Nov 2004 and 19 BRS July 1998 (Board of Directors) 6,934 10,569.40 212,367.15 78,754,540.80 51,666,501

16 September 2010 Increase in capital following exercise of subscription options (Board of Directors) 27,866 42,475.76 1,694,412.02 78,797,016.56 51,694,367

29 October 2010 Increase in capital linked to merger-absorption by Icade of Compagnie La Lucette (General Shareholders Meeting) 7,482 11,404.71 683,333.16 78,808,421.27 51,701,849

24 November 2010 Increase in capital following repayment of 18 BRS July 1998 (noted by the Board of Directors on 16 February 2011) 60 91.46 2,652.64 78,808,512.73 51,701,909

Between 2 November and 31 December 2010

Increases in capital due to exercise of stock options (noted by the Board of Directors on 16 February 2011) 100,224 152,770.06 6,094,191.86 78,961,282.79 51,802,133

13 January 2011 Increase in capital following repayment of 22 BRS July 1998 (noted by the Board of Directors on 16 February 2011) 75 114.32 3,239.58 78,961,397.11 51,802,208



Date Transaction

Number of shares

issued/cancelled


capital(in €)


premium(in €)


Total number of

shares

Between 1 January and 31 January 2011

Increase in capital due to exercise of Icade stock options (noted by the Board of Directors on 16 February 2011) 9,514 14,502.06 578,505.56 78,975,899.17 51,811,722

24 March 2011 Increase in capital following repayment of 163,565 BRS 1992 (CEO’s decision by delegation of the General Shareholders Meeting and the Board of Directors) 2,469,845 3,764,750.95 122,290,081.30 82,740,650.12 54,281,567

7 April 2011 Reduction in capital by cancellation of shares acquired in connection with the share repurchase program (Board of Directors) (2,469,845) (3,764,750.95) (212,766,560.20) 78,975,899.17 51,811,722

7 April 2011 Increase in capital following exercise of Icade stock options (Board of Directors) 101,019 153,971.31 6,142,542.96 79,129,870.48 51,912,741

4 April 2011 Increase in capital following repayment of 5 BRS July 1998 (noted by the Board of Directors on 26 July 2011) 16 24.38 737.87 79,129,894.86 51,912,757

22 April 2011 Increase in capital following repayment of 9 BRS February 1992 (noted by the Board of Directors on 26 July 2011) 26 39.63 1,332.42 79,129,934.49 51,912,783

Between 1 April and 30 June 2011

Increase in capital due to exercise of Icade stock options (noted by the Board of Directors on 26 July 2011) 78,103 119,051.32 4,749,108.67 79,248,985.81 51,990,886

15 July 2011 Increase in capital following repayment of 49 final matured BRS February 1992 (noted by the Board of Directors on 26 July 2011) 141 214.92 7,255.13 79,249,200.73 51,991,027

15 July 2011 Increase in capital following repayment of 366 final matured BRS 1998 (noted by the Board of Directors on 26 July 2011) 1,225 1,867.25 53,929.45 79,251,067.98 51,992,252

15 December 2011 Increase in capital following final allocation of bonus Icade shares (noted by the CEO on 15 December 2011) 10 15.24 (15.24) 79,251,083.22 51,992,262



Date Transaction

Number of shares

issued/cancelled


capital(in €)


premium(in €)


Total number of

shares

Between 1 March and 31 March 2012

Increase in capital due to exercise of Icade stock options (noted by the Board of Directors on 3 May 2012) 4,027 6,138.30 244,864.61 79,257,221.52 51,996,289

Between 1 April and 30 April 2012

Increase in capital due to exercise of Icade stock options (noted by the Board of Directors on 22 June 2012) 655 998.41 39,827.74 79,258,219.93 51,996,944

Between 1 June and 30 June 2012

Increase in capital due to exercise of Icade stock options (noted by the Board of Directors on 25 July 2012) 3,573 5,446.27 217,258.82 79,263,666.20 52,000,517

Situuatioon as of 31 DDeceemmber 2012 8,255 112,582.98 5001,951.17 79,2633,666.20 52,000,517

1.3.1.8. Table of changes in the distribution of Icade’s capital over the last three years

The following table shows changes in the capital of Icade over the last three years.

Change in the distribution of Icade’s capital between 31 December 2009 and 31 December 2012

Shareholders





Numberof shares

% of capital

Number of shares

% ofcapital

Number of shares

% of capital

Number of shares

% of capital

Public 19,544,238 39.65 22,046,640 42.56 22,435,505 43.15 22,682,175 43.62

Caisse des Dépôts 28,895,227 58.62 28,895,226 55.78 - - - -

HoldCo SIIC(*) - - - - 28,895,228 55.57 28,895,228 55.57

Employees (FCPE Icade) 397,823 0.81 397,621 0.77 205,300 0.39 186,885 0.36

Treasury 455,843 0.92 462,646 0.89 456,229 0.88 236,229 0.45

Total 49,293,131 100 51,802,133 100 51,992,262 100 52,000,517 100

(*) Company in which a 95.32% stake is held by Caisse des Dépôts on 31 December 2011. Since 16 February 2012, the capital of HoldCo SIIC has been held by the

Caisse des Dépôts and Groupama, with stakes of 75.07% and 24.93% respectively.

More than 10% of the capital was paid for using assets other than cash during the period covered by the historical f inancial information.



1.3.1.9. Threshold crossing (Article 6 III of the Articles of Association)

In addition to the thresholds provided by applicable legal provisions, any individual or legal entity who, acting alone or in concert, exceeds or falls below a threshold of 0.5% or more of the Company’s capital or voting rights, or any whole multiple of that percentage below 5%, must, within the time limits and in accordance with the conditions set out in Article L. 233-7 of the Commercial Code (or any other article which may replace it), inform the Company, by registered letter with acknowledgement of receipt, of the total number of shares and voting rights he/it holds as well as the total number of securities providing future access to the capital of the Company and associated voting rights.

Beyond 5% and up to a threshold of 50% (however without prejudice to any obligations resulting from applicable legal provisions), the disclosure obligation provided in the preceding paragraph shall apply when a threshold of 1% or more of the

Company’s capital or voting rights has been crossed, upwards or downwards, or any whole multiple of that percentage.

For the purposes of this article, the holding of the person concerned shall be calculated in the same way as for legal thresholds. In the respect of crossing the threshold as a result of a purchase or sale on the stock market, the time limit mentioned in Article L. 233-7 of the Commercial Code shall begin to run from the date on which the securities are traded and not the date of their delivery.

In the event of non-compliance with this statutory information obligation, the sanctions provided in Article L. 233-14 of the Commercial Code shall apply; in particular, at the request of one or more shareholders holding at least 5% of the share capital, set out in the minutes of the General Meeting, the shares exceeding the fraction which should have been declared shall be deprived of their voting rights in respect of any shareholders meeting which may be held up to two years following the date of the regulari sation declaration.

1.4. DISTRIBUTION OF CAPITAL

1.4.1. Majority shareholder

The following table shows the number of shares, percentage of capital and corresponding percentage of voting rights held by the Company’s shareholders as of 31 December 2012.

Shareholders(at 31/12/2012)

Number of shares

Percentage of capital

Number of voting rights

Percentage of voting rights

HoldCo SIIC(*) 28,895,228 55.57 28,895,228 55.82

Public 22,682,175 43.62 22,682,175 43.82

Employees (FCPE Icade) 186,885 0.36 186,885 0.36

Treasury 236,229 0.45 0 0.00

TOTAL 52,000,517 100.00 51,536,033 100.00

(*) Company with an investment stake of 75.07% held by Caisse des Dépôts and 24.93% by Groupama.

In accordance with Icade’s Articles of Association, no shareholder holds any individual voting rights.



Statements of crossing the Icade statutory threshold

Declaring partyTransaction

date

Crossing of threshold

% compared to the number

of shares

% compared to the number

of votes

BNP Paribas Asset Management 04/01/2012 1.8784% 1.2455% Down

BNP Paribas Asset Management 09/01/2012 2.0375% 1.4958% Up

BNP Paribas Asset Management 10/01/2012 1.8942% 1.3525% Down


Cohen & Steers 09/03/2012 0.54% 0.36% Up

Cohen & Steers 19/03/2012 1.53% 0.77% Up


Norges Bank Investment Management 03/07/2012 1.01% - Up

Cohen & Steers 29/06/2012 1.45% 0.62% Down




Cohen & Steers 10/09/2012 1.01% 0.33% Up

Cohen & Steers 26/09/2012 1.65% 0.75% Up





1.4.2. Declaration relating to the majority shareholder’s control of the Company

Out of a concern for good corporate governance, Icade has taken a number of measures designed to prevent conflicts of interest and has six independent directors on its Board of Directors.

Following the draft agreement concluded on 13 December 2011 between the Caisse des Dépôts, Icade and Groupama, on 227December 2011 the Caisse des Dépôts and Icade sent Groupama a f irm offer in order to combine Icade and Silic by means of an exchange of securities.

This firm offer was accepted on 30 December 2011 by Groupama, which holds 43.95% of the capital and voting rights of Silic, a real estate company benefiting from the listed property investment companies regime.

On 30 December 2011, the Caisse des Dépôts offered its entire equity interest in Icade (55.58% of the equity) to HoldCo SIIC, a holding company controlled by the Caisse des Dépôts. At the same time, Groupama offered 6.5% of its capital and voting rights in Silic to HoldCo SIIC.

After obtaining approval from the Competition Authority on 137February 2012, Groupama offered HoldCo SIIC the balance of its stake in Silic on 16 February 2012, namely 37.45% of the capital and voting rights.

As a result of the above, HoldCo SIIC holds 55.58% of Icade’s capital and, in conjunction with the Caisse des Dépôts and Icade, 43.95% of Silic’s capital and voting rights. For its part, the capital of HoldCo SIIC is held by the Caisse des Dépôts and Groupama in proportions of 75.07% and 24.93% respectively.

Subsequent to crossing the 30% threshold by HoldCo SIIC acting in concert with Icade and the CDC, Icade filed a mandatory public offer on Silic on 13 March 2012 (the Offer).

The Offer is composed of a public exchange offer on the Silic shares and a public purchase offer on the settled bonds in cash and/or new and/or existing shares.

The French Financial Markets Authority (the AMF ) announced the Offer on 24 April 2012.

By appeal dated 3 and 4 May 2012, the company SMA Vie BTP and the Association for the Defence of Minority Shareholders (ADAM) respectively petitioned the Paris Court of Appeal to annul the AMF conformity decision.

Through remarks filed with the Paris Court of Appeal on 31 May 2012, the AMF undertook "in the interest of the market and as a precaution, to defer the closing date of the public offer, initially set on 1 June 2012, so that this closing could only take place at least eight days after the pronouncement of the judgement of the court ruling on the action for annulment of the AMF decision."

On 26 June 2012, the Paris Court of Appeals set the appeal hearing for 21 March 2013.

The decision of the Paris Court of Appeals should take place by the end of the f irst half of 2013. Pursuant to the deferral decision of the AMF dated 15 May 2012, the offer remains open until further notice.

Throughout and at the end of the Offer, Icade will remain controlled indirectly by the Caisse des Dépôts.

1.4.3. Agreement relating to control of the Company

To the Company’s knowledge, there is no agreement which could entail a change of control in Icade.

Icade has implemented a set of measures with a view to preventing conflicts of interest, amongst which:

◆ the presence of six independent directors within the Board of Directors made up of f ifteen members. The portion of independent directors within the Board of Directors is in accordance with Article 8.2 of the AFEP-MEDEF Corporate Governance Code;

◆ the existence of three committees on which independent directors sit: appointments and remunerations committee (1/3 independent directors), audit, risks and sustainable development committee (2/3 of members are independent directors) and the strategy and investment committee (1/5 independent directors);

◆ the Chairman and Chief Executive Officer of Icade does not vote during the discussions of the Board of Directors concerning the conditions of his remuneration and the allocation of share subscription options;

◆ the capital link between Caisse des Dépôts and Icade is set out in this document. Two agreements in line with Article L. 225-38 of the Commercial Code were entered into over the financial year ended 31 December 2012 and two agreements were renewed during the same period (see Auditors’ Special Report on regulated agreements).



1.5. SUBSIDIARIES AND HOLDINGS

1.5.1. Subsidiaries


Shareholder�s equity

excluding capital

Share of

capital held in %

Book value ofshares held

Loans and Advances

Guarantees given to



(+ or –)Dividends

received

Obs. (date

of last balance

sheet)Gross Net

SUBSIDIARIES (HELD AT OVER 50%)

SAS Icade Tour EQHO 250,037 1,102 100 350,037 251,139 236,148 - - (62,154) - 2012

SAS Sarvilep 1,000 116,064 100 156,500 134,886 - - - 7,243 49,608 2012

SASUIcade Promotion Logement 29,683 203,279 100 135,089 135,089 38,696 - 564,393 19,052 - 2012

SCIIcade-Lé o Lagrange 121,911 3,176 100 121,911 121,911 137,857 - 16,803 3,176 - 2012

SCIIcade-Rue des Martinets 99,177 (28,207) 100 99,177 70,971 - - 5,670 4,551 - 2012

SCI Morey 76,027 (27,208) 100 76,028 46,798 49,020 - 2,372 2,020 - 2012

SCI Chambolle 72,353 (17,252) 100 72,354 47,220 7,881 - 6,067 7,881 - 2012

SAS Icade Bricolage 38,347 26,821 100 67,845 67,845 10,200 - 8,752 3,525 2,684 2012

SCI Mondotte 58,368 (5,632) 100 58,369 58,369 47,052 - 6,126 1,052 - 2012

SA Icade Finances 56,000 (35,172) 100 56,000 20,828 - - - (3,166) - 2012

SCI PDM 2 42,702 20,160 100 42,702 42,702 42,205 - 11,233 2,705 - 2012

SAS C.F.I. 26,977 15,608 100 40,788 40,788 44,547 - 6,916 (241) 6,698 2012

SCI PDM 1 39,652 28,051 100 39,652 39,652 47,416 - 13,356 4,416 - 2012

SCIMessine Participations 24,967 10,748 100 34,388 34,388 35,865 - 5,270 1,992 - 2012

SCI Gascogne 25,871 (15,438) 100 25,871 10,755 11,304 - 2,825 697 - 2012

SCIIcade 69 Bd Haussman 28,984 2,054 100 24,834 24,834 29,958 - 4,238 2,054 - 2012

SCI Le Tolbiac 22,938 249 100 22,938 22,938 41,129 - 2,115 249 - 2012

SCIIcade Camille Desmoulins 15,862 3,876 100 17,869 17,869 20,161 - 3,450 1,879 - 2012

SCINanterre É toile Par k 10,790 1,133 100 16,441 11,923 12,880 - 1,512 1,046 - 2012

SAS Icade Conseil 270 1,259 100 12,829 12,700 608 - 7,184 643 1,566 2012

SCI É vry Européen 3,492 4,531 100 12,217 8,765 8,894 - 1,574 (184) - 2012

SCI Bati Gautier 1,530 2,773 100 11,474 11,474 2,346 - 3,818 2,331 - 2012

SCI É vry Mozart 5,665 374 100 10,676 6,361 6,976 - 1,377 289 - 2012

SCI Icade Morizet 9,100 996 100 10,234 10,234 12,646 - 2,104 996 - 2012

SCI68 avenue Victor Hugo 7,822 1,835 100 7,822 7,822 10,369 - 1,923 1,872 - 2012

SCI 21 0 2,850 100 6,594 2,850 6,807 - 785 (2,925) 395 2012

SAS Icade Arcoba 3,230 128 100 4,637 3,358 - - 17,453 745 - 2012




Shareholder�s equity

excluding capital

Share of

capital held in %

Book value ofshares held

Loans and Advances

Guarantees given to



(+ or –)Dividends

received

Obs. (date

of last balance

sheet)Gross Net

SAS Icade Suretis 801 (251) 100 4,300 550 - - 7,667 (728) - 2012

SCIMarignane L A Palun 1 (908) 100 3,686 414 2,974 - 402 (380) - 2012

SAS Iporta 500 401 100 2,700 2,700 - - 2,959 193 80 2012

SASIcade Property Management 3,450 1,938 100 2,406 2,406 - - 34,134 1,582 2,243 2012

SASUIcade Commerces 2,000 1,460 100 2,000 2,000 - - 398 1,259 14,214 2012

SCIBSM du CHU de Nancy 1,400 (4,062) 100 1,400 1,400 1,650 - 5,426 (1,587) - 2012

SCI Zeugma 0 1,151 100 1,383 1,151 - - - 1,204 - 2012

SCI Des Pays de Loire 637 (517) 100 576 120 - - - (62) - 2012

SCI 2C Marseille 480 (88) 100 479 479 770 - 583 (4) - 2012

SCIResidence de Sarcelles 201 (304) 100 214 98 47 - 94 (70) - 2012

SCI PCM 145 580 100 145 145 231 - 2,924 (154) - 2012

SASIcade Transactions 524 733 100 131 131 219 - 3,617 (73) - 2012

SA

Inmobiliaria de la Caisse des Dépôts Espana(*) 60 642 100 68 68 - - 452 255 4,526 2012

GMBHIcade Reim Deutschland(*) 25 519 100 25 25 - - 1 314 - 2012

SCI Les Tovets 10 181 100 10 10 - - 327 113 85 2012

BV Icade Reit(*) 18 285,785 100 4 4 288,917 - - (3,132) 824 2012

SNC Mistral 1 530 100 1 1 678 - 60,000 (383) - 2012

SNC Capri Danton 1 - 100 1 1 - - - - - 2012

SCI BSP 10 (333) 99 10 10 - - 1,312 (406) - 2012

SCI La Sucriere 5 45 99 4 4 40 - - (2) - 2012

SNC Icade CBI 111,328 (679) 80 88,868 88,741 13,668 - 10,476 6,939 - 2012

SASIcade Asset Management 225 24 75 169 169 - - 1,316 24 - 2012

SAS Icade Santé 297,580 528,502 63 450,259 450,259 385,484 - 92,297 21,359 7,175 2012

SCI Severine 100 104 60 60 60 401 - 135 104 - 2012

SCI Fam de Lomme 900 412 51 459 459 322 - 788 106 5 2012

(*) Shareholders' equity, revenues and pro( t/loss are established according to IFRS standards.



1.5.2. Information on holdings

The information on holdings, which has to be made public according to the recommendations of the Comité Européen des Régulateurs des Marchés de Valeurs Mobi l ières de Marché (CESR Committee of European Securities Regulators) of February 2005, appears in Chapter 3 of this annual report.

1.6. EVENTS OCCURRING AFTER THE CLOSE

Significant changes to Icade’s f inancial or commercial situation since 31 December 2012 are described in Chapter 3, Paragraph 34, page 136 and Chapter 5, Paragraph 8.1 , page 181.

1.7. ITEMS THAT COULD HAVE A BEARING ON A TAKEOVER BID

It should be remembered that the Caisse des Dépôts indirectly exercises control of Icade via its subsidiary HoldCo SIIC. In fact, it is the majority shareholder (with a 75.07% stake) of the company HoldCo SIIC, which holds 55.57% of the capital and 56.07% of the voting rights in the Company at 31 December 2012.

◆ Shareholder structure

These elements are described in Chapter 11, Paragraph 1.4.1., page 309.

◆ Restrictions in the Company’s Articles of Association or clauses in agreements that the Company is aware of relating to the exercise of voting rights or share transfers

None.

◆ Treasury shares

These elements are described in Chapter 11, Paragraph 1.3.1.4., page 304.

◆ List of holders of all shares with special control rights and description of these shares (preference shares)

None.

◆ Ownership mechanisms when the ownership rights attached to employee-owned shares are not exercised by employees

The Company has not implemented any particular system for employee shareholding in which control rights are not exercised by the staff with the exception of the FCPE Icade Shareholding Structure, investing in Icade shares with an “Icade Actions” sub-fund and offered to employees in connection with the Group Savings Plan as described in Chapter 11, Paragraph 8.1.1, page 329.

◆ Shareholder agreements of which the Company is aware that could restrict share transfers and the exercise of voting rights

None.

◆ Rules governing the appointment and replacement of Board Members and changes to the Company’s Articles of Association

Icade’s rules in these areas are consistent with applicable regulations.

◆ Board Member authorizations concerning Icade share issues and purchases.

Board Member authorizations mentioned in Chapter 11, See Paragraph 1.3.1.2. page 303, although they are suspended during a takeover bid, unless the reciprocity exception is invoked, as required by law.

◆ Agreements that will change or terminate if there is a change of control of the Company, unless disclosure of such agreements would severely damage its interests and is not required by law

Some of the Company’s loans were obtained as a result of Caisse des Dépôt’s majority stake in the Company.

◆ Agreements on severance payments for Icade Board Members or Corporate Officers if they resign or are dismissed without good cause, or if their position is terminated because of a takeover

After deliberation on 7 April 2011, Icade’s Board of Directors committed to make a severance payment to Serge Grzybowski in the event that his mandate as Chairman and CEO should be terminated.

According to the recommendations of the Code of Business Governance of publicly listed companies by the AFEP and the MEDEF in April 2010, in the event of a forced departure linked to (i) a change of control (as defined by Article L. 233-3 of the Commercial Code) or (ii) a strategic disagreement with the Board of Directors (Forced Departure), the Chairman and CEO will be allocated severance payments by the Board of Directors under the conditions described below:

a) Amount of the severance payment

The amount of the Severance Payment will be equal to twice the total gross overall remuneration (fixed and variable portions) received by the Chairman and CEO over the 12 months preceding the date of the Forced Departure. In the event that the effective duration of Serge Grzybowski’s new term as CEO is less than 12 months, his remuneration received during the latest months of his previous term as CEO will be taken into account, in order that the Severance Payment may be calculated over a 12-month period.


ADDITIONAL INFORMATION – EQUITY MARKET OF THE COMPANY

b) Conditions for paying the Severance Payment

Pursuant to Article L. 225-42-1 of the Commercial Code, the Severance Payment will be contingent upon fulf ilment of the performance condition described below.

In the event of Forced Departure, Icade will pay the chairman and CEO the Severance Payment if the most recent GSNI is greater than or equal to GSNI during the Benchmark Period.

For purposes of assessing the performance conditions:

◆ GSNP means the Group share of net income as published by a company in its consolidated financial statements and after adjustment for capital gains from disposals;

◆ Most Recent GSNI means the most recent GSNI of Icade known for the f inancial year preceding the date of the Forced Departure;

◆ GSNI for the Benchmark Period means the arithmetic average of Icade’s GSNIs over the two latest financial years preceding the most recent GSNI.

2. Equity market of the Company

As of 31 December 2012, Icade’s share capital stood at 79,263,666.20 euros divided into 52,000,517 shares. As of 31 December 2012, the Company’s stock market capitali sation was 3,479,874,597.64 euros.

The shares have been listed on the Euronext – Compartment A single regulated market since 23 Januar y 2008 (code: FR0000035081-ICAD). The share forms part of the indices

SBF 250, SBF 120, SBF 80, Euronext 100 Index, Dow Jones Stoxx Global 600, Dow Jones euro Stoxx, DJSEEP Stoxx, DJSEP Stoxx, CAC Mid&Small 190 Index, CAC AllShare Index, CAC Mid100 Index, CAC Financials Index, CAC Real Estate Financial Index and “Indice SIIC des Foncières” in France.

The fol lowing data relates to Icade from 1 Januar y to 31 December 2012.

2012

Price (in €) Trading volumes

High LowNumber of securities

Capital(in millions of euros)

January 63.15 54.01 1,682,380 98.36

February 64.50 59.62 1,147,274 72.18

March 70.49 60.15 2,397,812 162.10

April 67.45 60.21 1,757,407 112.16

May 64.95 57.70 1,775,203 109.83

June 65.48 58.06 1,978,144 121.35

July 63.89 56.00 2,000,058 119.86

August 65.54 60.47 1,114,448 70.18

September 65.39 59.16 1,199,759 75.45

October 70.20 63.01 808,941 53.85

November 71.16 65.82 757,918 51.67

December 70.00 66.90 863,090 59.34

17,482,434 1,106.33

(Sources: Euronext/Reuters.)


ADDITIONAL INFORMATION – EQUITY MARKET OF THE COMPANY

Evolution in Icade’s share price during 2012

52

54

56

58

60

62

64

66

68

70

72

31 December 2011 31 December 201231 March 2012 30 June 2012 30 September 2012

3. Exceptional events

Extraordinary events are described in Chapter 1, Paragraph 2, “Highlights and key figures in 2012”.

4. Attribution of results and distribution policy

4.1. HISTORY OF DIVIDENDS AND ATTRIBUTION PROPOSAL

Icade 2010 2011 2012

Dividend distributed (in millions of euros) for the year 375,729 192.6 189.3(1)

Dividend distributed/share (in €) * 7.30 3.72(2) 3.64

Number of shares at 31 December 51,802,133 51,992,262 52,000,517

* Excluding treasury shares.

(1) Subject to the approval of the annual OGM. This sum will be adjusted to the number of shares in existence on the day of the annual OGM.

(2) Including 0.37 euros in exceptional dividends.


ADDITIONAL INFORMATION – ATTRIBUTION OF RESULTS AND DISTRIBUTION POLICY

4.2. SUMMARY OF FINANCIAL DATA FOR THE PAST FIVE YEARS

Icade - nature of indications 2008 2009 2010 2011 2012

1- Financial position at year-end

A Share capital 74,995,908 75,146,894 78,961,283 79,251,083 79,263,666

B Number of shares issued 49,194,091 49,293,131 51,802,133 51,992,262 52,000,517

C Total convertible bonds in issue 164,759 164,712 164,016 0 0

2 - Results from operations

A Turnover excluding tax 303,113,691 290,253,513 254,997,762 182,223,915 180, 946,050

B Earnings after tax, depreciation, amortization, and provisions 479,799,437 584,775,769 1,280,192,556 91,025,893 211,966,065

C Tax on profit on ordinary activities 15,143,029 22,830,722 2,636,413 546,667 4,003,466

D Earnings after tax, depreciation, amortization, and provisions 367,431,907 449,017,397 1,219,149,641 92,175,923 61,199,462

E Total dividend distribution 159,881,000 166,557,780 375,729,032 192,563,151 189,282(1)

3 - Profit from operations reduced to a single share

A Profit/loss after tax and employee profit-sharing, but before depreciation and provisions 9.297 11.333 24.537 1.740 3.999

B Profit/loss after tax, employee profit-sharing, and provisions 7.469 9.109 23.535 1.773 1.177

C Dividend paid per share 3.25 3.25 7.30 3.72(2) 3.64(1)

4 - Employees

A Number of employees at year end 811 696 346 308 309

B Total payroll expense 39,458,190 38,846,485 37,708,820 25,292,235 25,104,852

C Amount of sums paid for benefits advantages (Social Security, social welfare programmes etc.) 11,526,098 13,128,941 15,855,224 10,780,857 11,329,377

(1) Subject to the approval of the annual OGM. This sum will be adjusted to the number of shares in existence on the day of the annual OGM.

(2) Including 0.37 euros in exceptional dividends.


ADDITIONAL INFORMATION – INFORMATION ON PAYMENT SCHEDULES

5. Information on payment schedules

At 31 December 2012, trade payables and related debts, including intra-group debts, stood at 18.6 million euros compared to 18.4 million euros at 31 December 2011. This is broken down below:

31 December 2012(in millions of euros)

Payables with no

term

Trade payables with

terms under 30 days

Trade payables

with terms between

30 and 60 days

Trade payables

with terms between

60 and 90 days

Trade payables with

terms over 90 days TOTAL

Trade payables - 1.5 - - - 1.5

Retention funds - - - - 0.1 0.1

Suppliers - Invoices not sent 17.0 - - - - 17.0

TOTAL 17.0 1.5 - - 0.1 18.6

31 December 2011(in millions of euros)

Payables with no

term

Trade payables with

terms under 30 days

Trade payables

with terms between

30 and 60 days

Trade payables

with terms between

60 and 90 days

Trade payables with

terms over 90 days TOTAL

Trade payables - 0.8 - - - 0.8

Retention funds - - - - 0.2 0.2

Suppliers - Invoices not sent 17.4 - - - - 17.4

TOTAL 17.4 0.8 - - 0.2 18.4

The payment schedule agreed with suppliers is generally between thirty and sixty days. Overall, these terms are respected, with any disputes handled on a case-by-case basis.


ADDITIONAL INFORMATION – INSURANCE AND DISPUTES

6. Insurance and disputes

6.1. INSURANCE

6.1.1. General presentation of Icade’s insurance policy

For several years, Icade has been part of a procedure designed to limit, in the long term, the number of its insurance brokers to two main brokers: the Marsh & McLenann firm (for all Icade insurance policies and those of its subsidiaries with the exception of third-party insurance in the property management f ield) and the Gras Savoye f irm in the property management f ield (for third-party insurance and related Icade contracts – Fleet and company car – Individual Accident and IT All Risks).

This regrouping is due to a desire for rationalization and harmonization within Icade particularly in order to secure competitive rates, perpetuate risk coverage, ensure better control of cover and more efficient claims management enhanced by a report from the insurance department and their intervention whenever major or physical injury claims occur.

Thus, on the basis of the information available to it, Icade considers that the overall value of the insurance premiums of Icade and its subsidiaries should stay the same or even fall in 2013.

Depending on the various branches concerned, Icade’s main insurance companies are (I) Axa for professional liability cover (II) Axa for comprehensive property insurance, (III) Albingia and Axa damage to works (dommages-ouvrage) and non-managing builder (Constructeur Non Réalisateur, CNR ) insurance and (IV) Axa for public liability under the Hoguet Law.

6.1.2. Risk prevention and assessment of cover taken out

The diversity of the businesses operated by Icade means that risk insurance varies according to each business’s own insurance obligations and the main risks identif ied.

In collaboration with its brokers, Icade endeavours to maintain a level of cover that it considers appropriate to each identified risk, in particular subject to insurance market related constraints and according to an estimate of the amount it considers reasonable to cover and the probability of a future claim.

Thus, in order to identify and as far as possible quantify the most significant specific risks in its businesses, from 2002 Icade undertook a process of mapping its main risks.

This risk mapping, which breaks down into specific risks (business related) and non-specific risks (cross-disciplinary) is populated by risk reporting f iles. These f iles each identify a specif ic risk which is assessed in terms of occurrence and impact and the critical nature of which is assessed by a set of measures (transfer to insurance, implementation of specific procedures or special measures, etc.).

These are examined on a quarterly basis by the management of the operational entity concerned and any changes are included in the mapping at the same frequency. In addition, any significant claims are monitored.

6.1.3. Icade’s main insurance policies

Insurance policies taken out by Icade can be grouped together schematically into two main categories: (I) compulsory insurance pursuant to legal or regulatory provisions and (II) insurance taken out by Icade in addition to compulsory insurance so as to provide cover for certain other risks.

In view of the large number of Icade businesses and the multiplicity of insurance policies taken out within the framework of its activities, this section provides a summary of the main insurance policies taken out by Icade.

6.1.3.1. Main compulsory insurance

Compulsory insurance varies primarily according to Icade’s three main businesses: property development, property investment and services.

Property development and project management

Icade has the compulsory insurance required by Law no. 78-12 of 4 January 1978 covering completed works (so-called “damage to works” insurance) and the liability of the builder, the property developer/vendor of the building to build or complete within ten years (the so-called “ten-year liability insurance” (“Responsabilité Civile Décennale”) “non-managing builder” insurance or “CNR”).

Damage to works insurance is taken out by anyone acting as the owner of the structure, vendor or agent of the owner of the structure who has to carry out building work. This insurance must be taken out as soon as work commences on site and is primarily designed to pre-finance the repair of any problems appearing under the ten year guarantee. This insurance primarily covers damage which compromises the strength of the structure or which, by affecting one of its constituent parts or one of its amenities, makes it unfit for its purpose. This buildings insurance therefore follows the building and is transferred to purchasers and then their successors in the event of a subsequent sale. The damage to works insurer can look to those responsible for the problems, including Icade, if they were at fault in the building operations.

Ten-year liability insurance or non-managing builder (CNR) insurance covers ten-year building liability whether said company carried out the building work or not, such as payment for the repairs to the building in which Icade was involved as builder, developer or vendor when it was held liable on the basis of the presumption established by articles 1792 and following of the Civil Code. This cover is unlimited in respect of the compulsory cover.



Compulsory policies covering the ten year liability of some of Icade’s subsidiaries are also taken out within the framework of project management missions.

It should be noted that courts tend to widen vendor and tenant liabilities to vendors or lessors to beyond the minimum legal obligations.

Property investment

This business involves taking out compulsory insurance in the f ield of buildings insurance both for new builds and for works carried out on assets.

Icade then has to take out damage to works and CNR policies when carrying out new building operations and damage to works policies known as “works to existing property” (“Travaux sur Existants”) (including CNR) when carrying out major refurbishment works on its properties.


In its project management missions for public authorities or private companies, Icade can be considered as the lessor of the structure and as such comes under the compulsory ten year insurance.

Where Icade and its subsidiaries operate as property agent or administrator, they take out professional liability insurance to cover any financial consequences they may incur in that regard (Article 49 of Decree no. 72-678 of 20 July 1972 amended by Decree no. 2005-1315 of 21 October 2005).

6.1.3.2. Other main insurances taken out by Icade

Facultative insurance covering building risks

This is primarily “contractor’s all-risk” (“Tous Risques Chantier ”) insurance and various policies supplementing the developer’s public liability cover as well as certain specific risks such as fire and natural disasters.

Facultative insurance covering operations

Within its property investment business , Icade takes out comprehensive property insurance specifically covering owner’s public liability and damage (up to a maximum sum corresponding to the as-new rebuilding value of the property). This insurance also includes insurance covering loss of rent due to possible non-availability of the building for a f ixed period of 24 months.

Public liability insurance

All Icade’s subsidiaries carry professional liability insurance, either individually (Icade Conseil, Icade Arcoba, etc.), or within the framework of a Group policy for Icade and some of its subsidiaries (Icade Promotion and its subsidiaries).

This “all risks except” policy is taken out with Axa France IARD Insurance and specif ically covers the f inancial consequences of liability stemming from applicable law (criminal, negligence and contractual public liability) which may be incumbent on the

insured due to or on the occasion of its business activities by virtue of any damage and/or loss occasioned to third parties.

Other insurance policies

Icade has also taken out various other insurance policies covering property and liability of various kinds.

In particular:

◆ public liability insurance for corporate officers;

◆ fleet car insurance and so-called “company car” insurance for those employees who use their own vehicles;

◆ IT all risks insurance;

◆ environmental risks insurance.

6.1.3.3. Cover and excess payments

Cover

The main cover taken out by Icade under these insurance policies currently in force can be summarized as follows:

◆ with regard to buildings insurance, work undertaken is covered up to its realization cost; (works and fees);

◆ with regard to comprehensive property insurance, buildings are covered up to their as-new rebuilding value, in certain cases however subject to a policy limit per claim;

◆ with regard to public liability, the Group policy for Icade and some of its subsidiaries offers a cover ceiling of about 20 million euros;

◆ with regard to other insurances, these usually include cover ceilings based on the replacement values of the damaged goods.

Excesses

The main excesses relating to the insurance policies taken out by Icade which are currently in force can be summarized as follows:

◆ with regard to buildings insurance (damage to the works), the policies of Icade and its subsidiaries do not usually carry an excess; the “contractor’s all risks” and “non-managing builder” policies are subject to excesses of 7,500 and 2,000 euros, respectively;

◆ with regard to comprehensive property policies, Icade’s policies carry limited excesses that are different depending on the nature of the cover;

◆ with regard to public liability, the Group policy for Icade and some of its subsidiaries carries a general excess of 45,734 euros, except for Icade Property Development where the excess is 15% of the value of the claim with a minimum of 100,000 euros and a maximum of 200,000 euros;

◆ the policies taken out under “other insurance” carry small excesses.



6.2. DISPUTES

Icade and its subsidiaries are parties (I) to a number of claims or disputes within the normal course of their business activities, primarily property development for construction and urban planning permits, as well as (II) a number of other claims or disputes which, if they prove well-founded and given the amounts in question, their possible recurrence and their impact in terms of image, could have a significant unfavourable impact on Icade’s business, results and financial position.

These claims or disputes are, where appropriate, covered by provisions set up in the accounts of the companies concerned for the year ended 31 December 2012, depending on their probable outcome and where it was possible to estimate their f inancial consequences. Thus, Icade’s legal department carries out an annual census of all disputes involving Icade and its subsidiaries, indicating the amount of any provision required for each significant case or dispute.

The provision for disputes accounted for at 31 December 2012 was 13.5 million euros for the entire Group (of which 8.2 million concerns disputes over property development).

Icade considers that these provisions represent reasonable cover for these claims and disputes.

Icade was audited in 2010.

In its proposed correction dated 8 December 2010, the tax administrat ion quest ioned the market values as of

31 December 2006, based on the property valuations that were used as the basis for calculating the exit tax (corporate tax at the rate of 16.50%) during the merger/absorption of Icade Patrimoine (Assets) as of 1 January 2007. As a result, the exit tax bases were increased, generating additional tax of 204 million euros in principal. After taking note of the Company’s observations (on 11 February 2011), the tax administration reduced the amount of this supplementary tax (on 26 September 2011), bringing it to 180 million euros, in principal. Through a new correcting proposal (26 April 2012), the tax authorities indicated to Icade that they were thinking of modifying the applicable tax rate by a fraction of the increased amounts, bringing it from 16.5% to 19%. The supplementary tax would then be brought to 206 million euros. The company continues to dispute the entirety of this correcting proposal, according to its office counsel.

Consequently, as was the case on 31 December 2011, no provision was recorded for this purpose on 31 December 2012.

As the process currently stands, the disagreement between the tax administration and Icade on the value of these assets as of 31 December 2006 is subject to the opinion of the Commission Nationale des Impôts Directs et Taxes sur le Chiffre d’Affaires.

Icade declares that, for its entire scope of consolidation, regarding the year 2012, no governmental, judicial or arbitrage proceedings could have or has recently had significant effects on its f inancial situation or its profitability and/or that of the Group.

7. Risk Management and Control

7.1. LEGAL AND FISCAL RISKS

7.1.1. Caisse des Dépôts’ controlling interest in the Company

The Caisse des Dépôts indirectly exercises control of Icade via its subsidiary HoldCo SIIC. In fact, it is the majority shareholder of the company HoldCo SIIC, which holds 55.57% of the capital and 55.82% of the voting rights in the Company. Consequently, Caisse des Dépôts has a significant influence on the Company via its HoldCo SIIC subsidiary and can have all the resolutions submitted for the approval of Icade’s shareholders at an Ordinary General Meeting adopted. Caisse des Dépôts therefore has the ability to take decisions on its own relating to the appointment of members of the Board of Directors, approval of the annual accounts and distribution of dividends.

7.1.2. Risks related to changes concerning sustainable development

Active on the property markets, Icade may be impacted in various ways by changes in national or European regulatory and legislative standards concerning sustainable development. These are, in

particular, likely to impose performance criteria on buildings managed and sold by the Company and particular responsibilities for services to third parties. These may result in costs being incurred, adaptations to processes or even risks of Icade’s liability being implicated as operator or owner. The same goes for thermal regulations 2012 (TR 2012), which impose demanding energy performance requirements (50 kWh of primary energy/m²/year) on the production of new commercial buildings since the end of October 2011 for all building permits filed since 28 October 2011, then in housing units for all building permits f iled beginning on 1 January 2013. Other obligations resulting from the Grenelle 2 law of 12 July 2010 could affect management for its own account and for third parties.

◆ mandatory inclusion of an “environmental appendix” in new leases for properties larger than 2,000 m2 beginning on 1 January 2012 and mandatory finalisation of such an appendix under current leases for properties larger than 2,000 m2 before 14 July 2013,


ADDITIONAL INFORMATION – RISK MANAGEMENT AND CONTROL

◆ provisions governing energy improvement work on existing properties should be set out under a new regulation expected in early 2013. Other obligations such as,

◆ the installation of electric outlets to charge vehicles from 2015,

◆ the compulsor y establishment of a greenhouse gas emissions statement beginning at the end of 2012

◆ and a social and environmental responsibility section in the management report , verif ied by an accredited third party, create risks of non-compliance and impose new7organisations.

Tax provisions or public f inancings or related items may change, penalizing some products or the impact of some activities or, on the other hand, encouraging others, as demonstrated by the evolution of repurchase prices for energy produced by photovoltaic facilities, the uncertainty surrounding the energy saving certif icates programme or the changing government assistance breaks for real estate investments made by individuals (for low consumption buildings, known as “BBC”).

New professional standards, quality labels or certif ication may surround certain activities or impose non-regulatory technical objectives, appreciated or demanded by clients. The same goes for general demand from players regarding HQE environmental certif ications on most new commercial buildings: to begin with restricted to off ice buildings, this demand now covers most commercial assets, such as shopping centres and clinics. This type of practice also affects the area of commercial property management with, for example, operational certif ication for buildings, which was launched in December 2009; this may be extended to renovation activities. The British BREEAM and U.S. Leed certif ication systems are increasingly sought after, with double and sometimes even triple certif ications.

Icade anticipates such developments via a regulatory watch in terms of sustainable development, accurate monitoring of its realizations and the market, and the implementation of its “Twelve Sustainable Development Commitments” plan. These commitments include the addition of environmental appendices to its leases.

7.1.3. Modi} cations to the regulations applying to the property investment and property services businesses

In connection with its property investment and property services business, Icade monitors legal developments closely in relation to the indexing of commercial lease rental and the formalities surrounding its legal review.

Certain buildings held by the property investment division or managed by the Group as a service provider are subject to the regulation concerning establishments receiving the public and/or very tall buildings. This applies particularly to shopping centres,

including the Millénaire shopping centre in Aubervilliers and the Montparnasse Tower, for which Icade provides property management services.

More generally, non-compliance with, or any substantial modif ication to, the regulations concerning hygiene, health and safety, the environment, the construction of buildings and urban planning, could have a signif icant negative inf luence on the business, the profitability and the prospects for Icade’s development or growth. The main consequences would be the requirement to undertake work to upgrade buildings, the increase in operating costs, and declining attractiveness for actual or potential tenants. To cope with these risks, a regulatory watch using dedicated tools is in place.

7.1.4. Changes to the rules applying to the property development business or to public-private partnerships

In its property development business, the Group is subject to numerous regulations concerning construction standards, urban planning rules and consumer protection in relation to sales for future completion. Any toughening of these regulations would be likely to negatively impact the profitability of operations.

Moreover, operations carried out on behalf of public bodies, regardless of the type of contract used (particularly public contracts, public service delegations, temporary permission to occupy the public domain, administrative 99-year leases, hospital 99-year leases and partnership contracts) present specific risks related to (i) the instability of standards applicable to public orders which, over the last ten years, have been constantly amended by the public authorities or jurisprudence. In some cases, validation by the French legislator of contracts concluded in an erroneous interpretation of the applicable rules (as well as public developer mandates concluded without tender proceedings before 6 March 2003) which does not eliminate the risk that these contracts may still be considered to be null and void in the light of EC law; (ii) the fact that the procedures for concluding contracts, conducted by public authorities, may give rise to errors which may affect the validity of the contracts concluded; (iii) the possibility of legal action for cancellation initiated by unsuccessful tenderers, taxpayers or the Prefect, the existence and outcome of which may delay the start of an operation or even, if the contract is ruled null and void while it is underway, cap the remuneration of the co-contracting party to full or partial repayment of the costs incurred by the local authority to the exclusion of any profit; (iv) the specifics of administrative law which in particular allow a public body to unilaterally cancel an administrative contract at any time if the general interest justif ies this and prohibits the co-contracting party from entering a plea of non-performance; (v) the lengthy term of certain contracts (public service delegation, leases) making the prof itability of the operation concerned uncertain. Icade protects itself against this risk by contractually scheduling the payment of compensation via the public body.



7.1.5. Risks relating to the failure to issue administrative authorizations and possible cancellation of authorizations issued

In its property development business, as well as in its property investment and service businesses, Icade is bound to obtain a number of administrative authorizations before carrying out any works, services or commissioning amenities. The examination of authorization applications by the competent administrative departments takes time, which is not always easy to control. Icade cannot control the time needed to obtain these authorizations, including building permits. Once obtained, factors may cause them to be cancelled or rescinded, or they may expire. This could result in delays, additional costs, or the decision to abandon a project, which could have a negative impact on Icade’s operations and profits.

7.1.6. Risks related to a change in tax laws

SIIC regime

In 2007, Icade opted for status as a French REIT (SIIC), exonerating it from French corporate tax for certain types of income. The benefit of this regime is subject to compliance with various conditions, which have been modified several times under the finance laws and annual amendments to finance laws, particularly under the amended Finance Law for 2006 and the Finance Law for 2009 concerning the capital composition of SIICs. They may also be subject to the interpretation of the tax administration. If Icade fails to meet the conditions within 10 years after the option, it would be required to pay additional taxes which would reduce its profits and impair its f inancial position.

The Company complies with all the conditions of the SIIC regime. However, these conditions may continue to change. Also, the SIIC regime imposes compliance with a minimum ratio of 80% assets invested in property, assessed by comparing the gross value of assets assigned to achieving the company’s main objectives (property, securities in property investment companies and associated receivables, etc.) with total gross assets. Given the wide range of Icade’s business, this rule represents a major restriction on the Company. It will continuously monitor this ratio. At 31 December 2011, Icade’s ratio was 88.28%.

Tax arrangements benefiting clients of Icade

Changes to tax laws, especially the abolition or limitation of certain tax advantages in favour of rental investment (such as the “Duflot” law, which replaces the “Scellier” law), the introduction of requirements for such advantages (such as maximum rent or maximum tenant income), the introduction or amendment (via a series of finance laws) of measures to cap total tax advantages and to concentrate certain tax advantages on energy-saving homes, or the change to VAT rates applicable to certain activities, may have a signif icant influence on the property market and

could consequently have a significant unfavourable impact on Icade’s business, prof it and prospects. They may also oblige the Company to refocus its property development business on products meeting the conditions for these regimes.

French tax rules

Icade is exposed to tax risks related to changes in regulations, such as those governing corporate taxation, the creation of new taxes, or more generally the increase in taxable income bases or tax rates. Even if the Company can in some cases pass on part of the corresponding charges, such changes could reduce its profits.

Also, the complexity, the formalism and the constant changes that characteri se the tax environment in which it exercises its activities create risks of error in compliance with tax rules. Although the Company takes all measures to prevent them, Icade might be subject to adjustments and disputes in tax matters. Any adjustments or disputes may have unfavourable consequences for Icade’s profits.

7.2. TECHNICAL AND ENVIRONMENTAL RISKS

7.2.1. Environmental risks related to pollution and�soil quality

The current practice of property purchases waiving the hidden defects guarantee could make it difficult to take any action against the former owners of the building. This could result in additional expenses for Icade, which would have a negative impact on its f inancial position and profits.

Moreover, soil and sub-soil pollution or quality problems could hinder the progress of Icade’s projects, new building construction, or renovation work, even after buildings are completed. Such problems could incur substantial delays or additional costs, possibly causing projects to exceed their initial estimates. These additional costs may not be covered by Icade’s insurance policies or claims against property inspectors. Also, Icade anticipates this risk, as far as it can, by means of adequate surveys and analyses. Thus, for example, it carried out a historical survey of areas of risk and the origin of pollution in business parks since their acquisition.

7.2.2. Environmental risks related to public health and safety

All of Icade’s businesses are subject to regulations concerning the accessibility of buildings to the disabled, public health, and the environment, covering a number of areas, including: the ownership and use of classif ied facilities, the use, storage, and handling of hazardous materials in building construction; inspections for asbestos, lead, and termites; inspections of gas and electricity facilities; assessments of energy eff iciency; and assessments of technological and natural risks. Moreover, construction or



renovation works on buildings generate site accident risks, just as the occupation of buildings may be behind accidents for users. These situations risk the civil - or possibly criminal - liability of Icade and/or its managers being invoked, and consequently damaging the Company’s reputation.

Icade’s procedures in its various businesses enable the Company to apply these provisions or requirements correctly.

7.3. RISKS ASSOCIATED WITH THE�PROPERTY MARKET

7.3.1. Changing conditions in the property market

The Group’s business is exposed to economic factors outside its control and to systemic risks related to the cyclical nature of the property sector.

The property market is related to supply and demand for property, particularly from commercial companies, and has historically had phases of growth and contraction, characterized by changes to expected capitali sation rates or rental values.

International and national economic conditions, particularly the level of economic growth, interest rates, the unemployment rate in France, the level of French consumer confidence and buying power, the situation of public finances, corporate property strategies, and the means of calculating rent indexing and changes to various indices, may also vary significantly.

These variations in the property market or the general economic context may have a signif icant negative impact on Icade’s investment and arbitrage policy, on its policy on developing new assets and, more generally, on its business, its f inancial situation, its prof its and its prospects, particularly through (i) a reduction in demand for its business property projects and/or its programmes for new housing which could cause certain partially completed operations to be abandoned or which could reduce prof it margins, (ii) the reduction in occupation rates and7prices for renting and re-letting its property, (iii) a drop in demand in the services business (and correlative social costs) and (iv) a fall in the value of its assets.

In this matter Icade benefits from the diversity of the assets held and the variety of activities and markets in which the Company is present, which reduce the consequences of the cyclical nature of the property market on its results.

7.3.2. Competition

Icade operates in all French property markets, and faces stiff competition in each one. Icade competes with numerous international, national, and regional players, some of which have greater f inancial resources, a larger property portfolio, more employees, and more extensive regional, national, or international coverage. In particular, these competitors may be able to buy or develop property under conditions (such as prices) that do not meet Icade’s investment criteria or goals.

Icade faces competition in particular when purchasing land and available property, setting prices for the services it offers, hiring qualif ied subcontractors, and obtaining financing. While Icade believes that its position as both a property investment and development Company provides a competitive advantage, rivals in each of its businesses currently have a greater market share. If Icade is not able to gain market share or defend its existing market share, or maintain or grow its profit margin, its earnings, profits, and corporate strategy could be adversely affected.

7.4. OPERATIONAL RISKS

7.4.1. Di� culties in } nancing development

Icade’s business development is f inanced by a combination of borrowings, equity, the cash generated by its activities and by income from its arbitrage operations. Icade cannot guarantee that it will have access to enough outside financing, under acceptable conditions, to finance its growth, nor can it guarantee that the market will be sufficiently liquid to enable the implementation of its disposal programme.

Icade’s strategy also includes making targeted acquisitions in France. Icade could encounter diff iculties in acquiring assets and/or companies, particularly due to its investment criteria, or possible diff iculties in the availability of bank funding or in the sale of assets.

7.4.2. Acquisition risks

The completion of acquisition transactions may carry several risks.

The yield of acquired assets could prove to be less than forecast, whether these assets are buildings, property-investment companies, property development companies or ser vices companies, particularly in periods of high economic uncertainty. Hidden defects, such as environmental, technical or urban planning non-compliance, might not have been covered by the acquisition agreements.

Also, in the case of the acquisition of companies, the integration of teams or processes may be diff icult and, in particular may reduce the hoped-for synergies for a while.

7.4.3. Risks related to the use of outside service providers

Although Icade, in its property investment business, manages its own property assets internally, it is nevertheless exposed to risks related to the use of subcontractors, suppliers, and other service providers in its projects, particularly in its property development and property services businesses. Icade selects its service providers very carefully, but cannot guarantee the quality of their work or that they will comply with all applicable regulations. Icade’s operations and profits could be adversely affected if any of its service providers experience financial difficulties, insolvency, cost overruns or delays in its work for Icade, or a reduction in the quality of its products or services. Such events could slow the progress of Icade’s projects and result in higher costs, especially



if a flawed service provider has to be replaced by one charging higher fees. Icade may not be able to pass on the higher costs to its customers, or may have trouble meeting its warranty obligations. In addition, any such failings on the part of its service providers may require that Icade pay penalty fees for the related delays, or cover the costs of any consequent legal action. In periods of diff iculty in the building sector bankruptcies of subcontractors may be more frequent.

In order to limit these risks, the Company has put preventive procedures in place, such as “calls for tenders” committees, implementing prior checks on the robustness of these companies and vigilance as operations are performed.

7.4.4. Risk of information system failure

Icade uses a certain number of information systems and software, as well as managing several large databases in its operations. The failure of one of these systems or the loss or corruption of data could impact the Company’s profits and weaken its reputation with customers.

Icade has several back-up procedures in place to mitigate this risk and limit the potential damage. These procedures include (i) the duplication of production systems (ii) the outsourcing, to a service provider speciali sed in data storage and hosting, of the backup for the last business day of each week, and (iii) a system of controlling backups. An Enterprise Continuity Plan (ECP) organizes a procedure in the event of a major event affecting the IT systems and operating premises.

7.4.5. Changes to accounting standards

As a listed company, Icade is required to publish its consolidated financial statements in accordance with IFRS standards. These standards are amended periodically, and such changes could have a significant impact on items in its balance sheet or income statement and, consequently, on its f inancial statements.

7.4.6. Higher insurance premiums or lack of insurance coverage for some operating risks

The insurance premiums that Icade currently pays for its mandatory and optional insurance policies make up only a minor portion of its operating costs.

However, in view of the current diff iculties on the market, these premiums could rise in the future, which would have a negative impact on Icade’s f inancial position and prof its. In addition, some of Icade’s operating risks may no longer be covered by insurance companies. Lastly, Icade may be confronted with the risk of bankruptcy of one of its insurers, thus preventing it from paying compensation which might be due.

7.4.7. Risks speci} c to the property investment business

Property surveys (risks related to estimating the value of assets)

Icade’s property portfolio is valued on a half-yearly basis by independent surveyors: CBRE Valuation, Jones Lang LaSalle, DTZ Eurexi and Catella. The portfolio value depends on several factors which could vary significantly, most notably the economic climate and market supply and demand and economic conditions, which can vary significantly, with consequences on Icade’s valuation. The value resulting from the methods used by the surveyors for their valuations may exceed the sale value of the assets. Also, the valuations are based on assumptions that may not prove to be true.

Given that Icade carries its property investments at cost (depreciation cost method), a decrease in the market value of this property will not affect its consolidated profit unless the market value becomes less than the book value.

Risks of not completing the investment and arbitrage plan

In accordance with its SIIC (listed property investment companies) status, Icade’s strategy consists, in particular, in (i) investing selectively, (ii) managing its portfolio of assets and (iii) carrying out arbitrage operations on mature assets. The Company may encounter significant challenges in implementing this strategy, making it more arduous and less profitable than expected, or delaying its execution. Therefore Icade may not be able to meet its goals, which could have a substantially negative impact on its businesses and profits.

More specifically, Icade’s investment plans (i.e., property purchases, renovations, extensions or rebuilding) are subject to numerous uncertainties such as: whether property is available for purchase under acceptable conditions (most notably price); whether Icade is able to obtain the required regulatory permits; and whether any cost overruns or delays occur which could slow the pace of investment projects or stand in the way of their completion.

Icade’s profits depend on tenants, vacancy rates, and the renewal terms of commercial leases

Earnings in the property investment business come primarily from rental income, and can therefore be severely affected if a tenant responsible for a significant percentage of these earnings moves out or becomes insolvent. However in 2012, no tenant represented more than 7.8% of total rent received. The commercial rental market depends on the economic climate and local factors in the area surrounding each piece of property. Icade cannot guarantee that occupancy rates will not decrease in the coming years.



Furthermore, Icade cannot guarantee that it will be able to find new tenants quickly or renew leases at acceptable rents when they expire, or that new regulations or case law will not impose tighter restrictions in terms of changes to rents, calculation of eviction indemnities for commercial tenants or index-linked rent revaluation. Also, the Company is careful, as far as possible, to anticipate expiry dates of leases.

According to changes in the economic environment, any financial diff iculties encountered by tenant companies may be more frequent, impairing their solvency and consequently negatively impacting rates of rent recovery by Icade.

Given the limited number of housing units that Icade now retains, the impact of diff iculties in collecting housing rent will be moderate.

Given the large number of clinics whose premises are owned by Icade, developments in public health policies may put pressure on the situation of tenant clinics and thus the profitability of these assets.

Any of these events, if they occur, could have a negative impact on the value of Icade’s property, profits, or f inancial position.

Icade may not be able to renovate aging property or bring some of its property into compliance with new standards

Icade may be required to invest considerable amounts in refurbishment work in order to renovate aging property or bring property into compliance with new standards, specifically regarding energy improvements viz. the Grenelle 2 law, or cope with rising maintenance or operating costs. Icade cannot guarantee that it will be able to obtain financing for such work, and investments in this work may not meet the Company’s return criteria.

The Company attentively monitors the technical state of its assets, carries out environmental upgrade audits and, for each asset in its portfolio, plans five-year renovation work.

7.4.8. Risks speci} c to the property development business

The expansion of Icade’s property development business depends on land availability and prices

The further expansion of Icade’s property development business depends on the availability of land, land prices, and the Company’s success in being able to locate suitable plots. The scarcity of available land, unfavourable pre-marketing operations and fierce competition among market participants could result in land prices escalating to levels incompatible with Icade’s investment plans and impair the Company’s operations, profits, and growth outlook.

Other than the discovery of pollution and its treatment, the discovery of archaeological remains could lead to work being suspended, causing additional costs and delays, or to the modification or abandonment of the planned construction programme

In this respect, the Group carries out systematic prior studies on the quality of the ground, with the support of specialist consultancy

firms. Also, all real estate acquisition contracts include clauses implicating the liability of the vendor in case of discovery of pollution.

Administrative authorizations that must be obtained prior to building may be granted at a later date, or indeed refused or disputed by third parties: building permits, CDAC or CNAC authorizations in the case of buildings destined for commercial use

This may result in delays in the execution of projects (execution of work, marketing), additional costs to adapt the programme, or even the abandonment of the project and loss of the research costs in certain cases.

Icade is exposed to changes in construction costs

The control of profitability in the property development business depends partly on the ability to have buildings constructed at a level of costs consistent with sale prices acceptable in the market. Construction costs have been subject to wide variations over the last few years. These variations may be related to changes in demand for the services of building companies, changes in the costs of labour and raw materials, or to changes in construction standards. Furthermore, in the case of a declining property market, the Group cannot maintain its level of margins, because the reduction in costs does not compensate for the drop in sales prices.

Also, during operation, an extension of the duration of work or technical diff iculties may lead to additional costs that are diff icult to pass on to buyers. To reduce these additional costs, the Company accurately monitors the progress, costs and risks of each programme.

Icade may face claims from other parties after construction work is completed or property is made available

When Icade has marketed or sold a property programme, or has participated in such an operation as representative of the prime contractor, delegated prime contractor or project manager, it may be held liable by the prime contractors or buyers. This liability may result from non-compliance with contractual descriptions, damage or disorders affecting the buildings. While most of these construction faults would be either covered by Icade’s mandatory insurance policies or attributable to other parties, the Company could be required to cover repair costs or pay damages to the corresponding prime contractors or buyers.

Icade’s speculative and semi-speculative commercial property development carries specific risks

For a promoter, launching a speculative operation means doing so without any investors, while launching a semi-speculative operation means doing so bearing part of the rental r isk (pre-commercialization rate or contracting a rental guarantee). Speculative and semi-speculative operations face the risk that buyers or users cannot be located within a short period of time from launch of the building. This could incur significant expenses for Icade in terms of construction or financing costs, which could significantly diminish the profitability of these operations and, more generally, Icade’s overall f inancial position and profits.



In a period of reduced demand, particularly for business property, the Group limits this type of operation to rare and specific cases. Speculative operations are subject to a prior agreement given by Icade’s governing bodies. Moreover, for semi-speculative operations, commitment is restricted to partial or total consumption of the rental guarantee which is then entered on the financial statement of the operation.

Certain of Icade’s activities are conducted under the form of partnerships which, if they fail, could have a significant and unfavourable impact on Icade’s operations and profits

The success of Icade’s partnership projects depends on the specific partners and how well the partnership agreement is implemented, especially when Icade has only a minority interest in the project. Icade selects its partners and words its partner agreements carefully, but cannot guarantee that said partners will fulfil their obligations, comply with all applicable regulations, and provide high quality work. Also, financial difficulties or even cessation of payments from these partners could slow the course of the operations concerned and oblige Icade to bear the whole of the requirement for working capital, or increase costs. They would be likely to have negative consequences for Icade’s business, profits and cash position.

For the year ending on 31 December 2012, the proportion of consolidated turnover arising from partnership operations represented about 17% of consolidated turnover for the housing development business, while about 36% came from commercial property development and public and healthcare property development.

7.4.9. Risks speci} c to the property services business

In its property management and serviced housing units business and in its activity as a management agent or a provider of safety and security services, Icade’s criminal and civil liability could be implicated in the event of non-compliance with legal or regulatory obligations applicable to the buildings concerned and the services provided, in the event of bodily harm related to faulty maintenance or surveillance of the common parts of the buildings, or to the absence of urgent measures taken to correct serious disorders arising in the buildings. Icade’s financial liability could be implicated for failure to advise in transaction or valuation operations during appraisal missions. It is possible that Icade could also be held liable in the event of serious, proven misconduct in in the asset management activities it performs on behalf of third parties. This activity is subject to regulation by the AMF as part of its activities as a management company. Any such event could incur fines or criminal charges, and would damage Icade’s reputation.

7.5. CREDIT AND/OR COUNTERPARTY RISKS

In part, credit and counterparty risk concerns cash and cash equivalents, as well as banks. In order to limit its counterparty risk, Icade only deals in rate derivatives with f irst-rate banking

institutions, with which it has relations to finance its development. Investment instruments are monitored on a daily basis and the control process is supplemented by a regular review of authorizations. By default, the maturities of the cash instruments chosen are less than one year and they have a very limited risk profile. In both cases, Icade applies a principle of dispersion of risk, avoiding any concentration of exposure.

On the other hand, the counterparty risk relates to the tenants. To this end, the broad client portfolio in the Commercial Property Investment Division limits this risk: the ten largest tenants represent 50% of current rents. Client solvency is also analysed on a regular basis.

7.6. LIQUIDITY RISKS

Icade has limited its liquidity risk by centrali sing the management of its cash and funding and by diversifying its sources of funding.

The Group manages its medium and long-term liquidity risk through multi-year plans, and its short-term risk through confirmed, unused lines of credit . The table stating the Group’s contractual obligations concerning the payment of interest, the repayment of borrowings excluding derivative instruments and the maturities of derivative instruments, is given in paragraph 7.7.1.

Additional information is provided in Chapter 3, paragraph 26.1, page 121.

The Company periodically carries out liquidity projections over a rolling 12-month period, presented to the Risk, Rates, Treasury and Finance Committee, and carries out the necessary adjustments so that it is able to meet its future contractual maturities. In view of the last review carried out, the Company considers that its resources are commensurate with its liquidity requirements.

7.7. MARKET RISKS

7.7.1. Interest rate risk

Higher financing costs

Within the framework of Icade’s need for external f inancing, it is exposed to rises in interest rates which could increase its financing costs. The Company has set up interest rate hedges designed to mitigate this risk, but cannot guarantee that these hedges will offset the entire effect of higher interest rates.

Icade’s f inancing costs could also increase if its majority shareholder, Caisse des Dépôts, decides to reduce its stake in the Company, because this may limit the f inancial guarantees that Caisse des Dépôts is willing to provide.

Icade’s financing costs could also rise if the Company substantially increases its debt level.



The increase in the cost of liquidity, particularly from banks, due to the global f inancial crisis, may have a direct impact on Icade’s f inancing margins.

Variation in interest rates

Icade is essentially a borrower at variable rates. Icade’s businesses are subject to fluctuations in interest rates. A sharp increase in interest rates, especially over the long term, could significantly curtail demand and reduce the prices of new homes and offices developed by Icade and adversely affecting the value of Icade’s property assets . In order to limit the effect of profits of a variation in interest rates, Icade manages its exposure to interest rates by taking out derivatives (mainly swaps, caps and swaptions). Through its hedging policy, Icade favours products that may be backed by cash flow hedging in the sense of IAS 39 hedge accounting, thus limiting the impact on the income statement of a change in the fair values of f inancial hedging instruments.

Furthermore, by centralizing the funding requirements of Icade and its subsidiaries, the management of interest-rate risk is concentrated on the borrowing entities, facilitating its analysis.

Additional information is provided in Chapter 3, paragraph 26.2, page 123.

7.7.2. Exchange risk

Icade carries out almost all of its business in the European single-currency zone and all of its assets and liabilities are denominated in euros. Icade is therefore not exposed to any significant exchange-rate risk.

7.7.3. Risk concerning shares and other } nancial instruments

Share price risk

Icade does not have any equity interests in listed companies and is therefore not exposed to the risk of share price fluctuations.

Icade does not invest any of its cash in equity investment funds or other financial instruments with an equity component.

In 2007, Icade implemented a share buy-back programme and, within that framework, signed a liquidity contract with an investment services provider. As of 31 December 2012 Icade did not hold any Icade shares under the liquidity contract within the framework of the share buy-back program. Outside this contract, Icade held 236,229 of its own shares at 31 December 2012.


ADDITIONAL INFORMATION – EMPLOYEE SHAREHOLDING

8. Employee shareholding

8.1. EMPLOYEE SHAREHOLDING

In order to make employees feel more closely connected to Icade’s performance and to strengthen their sense of belonging to the Group, whatever their rank or position, Icade has implemented a series of employee shareholding programmes including a Group Savings Plan with a fund for employee-owned Icade shares (FCPE), bonus share awards and stock option plans.

8.1.1. Group Savings Plan

Employees of Icade’s Economic and Social Unit are beneficiaries of the Group Savings Plan, as long as they have completed at least three months’ seniority in the Icade group.

To invest these assets, the Icade Group Savings Plan offers employees several mutual funds (FCPE), four of them being multi-company, together with the Icade fund:

The FCPE Icade Actionnariat represents 31.38% of outstanding assets invested in the Group Savings Plan and 43.8% of unit holders hold their assets within this fund.

The Icade Actionnariat Fund holds all employee-owned Icade shares, and had the following composition at 31 December 2012: 186,885 securities, or 0.36% of capital.

Employees had no other mutual funds (FCPE) invested in Icade shares as of 31 December 2012.

Setup of a Bonus Share Plan in 2012

In 2012, Icade launched a new bonus share allocation plan for all of its employees.

At its meeting on 16 February 2012, Icade’s Board of Directors decided to link all employees to the financial and economic life of the company, by assigning 15 bonus shares per employee without any other condition than their presence on the attribution date.

This four-year plan (two years’ acquisition + two years’ retention) is open to all Icade employees with a permanent contract as at 31 December 2011, and still present on the attribution date (2 March 2012).

This attribution of 15 bonus shares will only become final after a vesting period of two years from 2 March 2012, and is subject to the respect of the continuous attendance condition within the Group or subsidiaries within the Icade Economic and Social Unit.

After the vesting period, beneficiaries will become owners of the bonus shares attributed to them, and these will be registered nominatively to an account. However, they may not sell them within a so-called “retention period” of two years, thus from 3 March 2014 to 3 March 2016.

8.1.2. Share subscription options – history of allocations and information

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade (absorbed) of 6 March 2006, the Board of Directors of that Company, at its meetings of 29 June 2006 and 14 December 2006, granted share subscription options and finali sed the plans, the main characteristics of which are described below.

Due to the reali sation of the merger-absorption of Icade, at its General Shareholders Meeting on 30 November 2007, the Icade Emgp (renamed “Icade”) decided in its f ifth resolution to replace Icade in respect of subscription options to which the latter consented, applying the following merger parity: one share in Icade Emgp (renamed “Icade”) for two shares in Icade (absorbed by Icade Emgp). Thus, each option granted by the absorbed Icade will provide entitlement to subscribe for 0.5 of an Icade Emgp (renamed “Icade”) share.

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade (absorbed) of 30 November 2007, the Board of Directors of that Company, at its meetings of 30 November 2007 and 24 July 2008, granted share subscription options and f inalized the plans, the main characteristics of which are described below.

When Compagnie La Lucette was acquired and then merged and absorbed by Icade, the plan laid down by the CLL Board of Directors on 21 August 2006 by delegation of its Combined General Meeting of 21 April 2006 became Icade subscription option plans in application of the swap parity ratio used for the merger.

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade (absorbed) of 15 April 2009, the Board of Directors of that Company, at its meeting of 16 February 2011, granted share subscription options and finalized the plans, the main characteristics of which are described below.

Plans “1-2007” and “2-2007”

At its meeting of 14 December 2006, the Board of Directors of Icade (absorbed) f inalized two plans:

◆ “Plan 1-2007” in favour of the corporate officers and any salaried individual of a company in the Group and member of the Management Committee or Strategic Committee of the Company or performing management duties within a company in the Group.

◆ “Plan 2-2007” in favour of corporate off icers ( Article L. 225-185 para 4 of the Commercial Code) including the Chairman of Group simplified joint-stock companies and/or an individual employed by a Group company. In accordance with the delegation granted to him by the Board of Directors of Icade (absorbed) on 14 December 2006, the Chairman and Chief Executive Officer decided to award options by a decision dated 8 January 2007. The principal characteristics of these plans, whose undertakings have been taken over by Icade Emgp (renamed “Icade”) are described below:



Plan 1-2007 Plan 2-2007 Total

Maximum number of options that can be subscribed for if all the options, after the assignment of the 1,246,890 options, are assigned and exercised during the year ended 31/12/2006

- - 753,110

Total number of share subscription options assigned

456,000 188,000 644,000

New options after adjustments following distribution of reserves (Icade turnover as at 31/08/2007)(1)

3,600 1,448 5,048

New options after adjustments following distribution of reserves (Icade turnover as at 16/04/2008)(1bis)

4,098 1,768 5,866

Total number of shares (after distribution of reserves)

463,698 options of which 219,914 can be subscribed for by the first 10 non-corporate officer employee awardees. No awardee is a corporate officer.



Total number of beneficiaries 19 53 72

Starting point for exercising the options (“opening date”)

9 January 2011 9 January 2011 -

Expiry Date 8 January 2013 8 January 2013 -

Subscription price 46.48 euros 46.48 euros -

Exercise procedure These options can be exercised by their beneficiary after the opening date according to the following terms and conditions:– 40% of the total number of options

assigned to them; and;– for the remainder, i.e., 60% of the total

number of options assigned to them (the “Conditional Options”) under the following conditions and in accordance with the following procedures:

– in respect of half of the conditional options, a variable portion determined according to objectives set in terms of Stock Market price(2);

– in respect of half of the conditional options, a variable portion determined according to objectives set in terms of the Group share of net profit (“NPGS”)(3).

The beneficiary may exercise the options only insofar as he/she fulfils continuously from 8 January 2007 to the exercise date, (as this term is defined in the regulations of “Plan 2-2007”), the essential business criteria required to be designated as a beneficiary, namely being a corporate officer within the meaning of Article L. 225-185 of the Commercial Code and as Chairman of a simplified joint stock company in the Icade Group, and/or an individual who is:– employed by an Icade Group company;

and member of the Icade board of management or strategy committee, or carrying out a managerial post within a Group company.

-

Share subscription options cancelled 119,664 56,242 175,906

Share subscription options exercised - - -

Share subscription options remaining as at 31/12/2012

344,034 options providing entitlement to 172,017 shares in Icade Emgp, renamed “Icade”.



(1) The Board of Directors of Icade, decided on 31 August 2007, following the distribution of reserves and premiums: - to reduce the exercise price of the Plans “1-2007” and “2-2007”, originally set at 47.70 euros, by 0.39 euros so as to stand at 47.31 euros; - to adjust the number of shares under options that can be subscribed for within the framework of Plans “1-2007” and “2-2007” and to increase them by 3,710 and 1,493 new options

respectively, i.e., 0.008 of a new subscription option for one subscription option initially granted within the framework of the Plan 2007, the balance corresponding to the calculation of fractions.

(1bis) The Board of Directors of Icade decided, on 16 April 2008, following the distribution of reserves and premiums: - to reduce the exercise price of the Plans “1-2007” and “2-2007”, set at 47.31 euros, by 0.83 euros so as to stand at 46.48 euros; - to adjust the number of shares under options that can be subscribed for within the framework of Plans “1-2007” and “2-2007” and to increase them by 7,272 and 2,988 new options

respectively, i.e., 0.01 of a new subscription option for one subscription option initially granted within the framework of the Plan 2007, the balance corresponding to the calculation of fractions.

(2) Thus, these objectives will be achieved if the annual reference price (de( ned as the weighted average by daily dealing volumes of the closing price of Icade shares on each stock market day of the ( nancial year in question) is equal to or higher than a coeP cient, depending on the reference years, of between 1 .115 and 1 .375 applied to the ~ otation price of the absorbed Icade, i.e., 27.90 euros.

(3) Thus, these objectives will be achieved if the annual NPGS rate (de( ned as the ratio expressed as a percentage between the Group share of net pro( t and consolidated earnings as shown by the certi( ed consolidated accounts for the year in question) is equal to or higher than a rate, depending on the reference years, of between 6.60% and 7.50%.



“Plan 1-2008”

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade Emgp (renamed “Icade”) of 30 November 2007, the Icade Board of Directors meeting of 30 November 2007 finali sed a “Plan 1-2008” in favour of the corporate officers (Article L. 225-185 of the Commercial Code) including the Chairman of a simplified joint stock company in the Group and/or a salaried individual of a company in the

Group and member of Executive Committee or Coordination Committee of the Company or performing management duties within a company in the Group.

That same Board of Directors meeting of 30 November 2007 decided that the assignment of the Plan 1-2008 options would take place on 3 January 2008.

The main characteristics of this Plan “1-2008” are described below:

Plan 1-2008

Maximum number of options that can be subscribed for if all the options are assigned and exercised

775,901(1) and 517,267 per year

Total number of share subscription options initially assigned 54,500

New options after adjustments following distribution of reserves (Icade turnover as at 16/04/2008)(1bis)

545

Total number of shares that can be subscribed for by exercising options

55,045 of which 19,695 shares by a non-corporate officer employee (member of the executive committee) and 35,350 shares which can be subscribed by Serge Grzybowski, Chairman and CEO and the only corporate officer concerned.

Total number of beneficiaries 2

Starting point for exercising the options (“opening date”) 4 January 2012

Expiry Date 3 January 2014

Subscription price 101.20 euros

Exercise procedure These options can be exercised by their beneficiaries with effect from the opening date under the following conditions and in accordance with the following procedures:– 40% of the total number of options assigned to them; and;– for the remainder, i.e., 60% of the total number of options assigned to

them (the “Conditional Options”) under the following conditions and in accordance with the following procedures:

– in respect of half of the conditional options, a variable portion determined according to objectives set in terms of Stock Market price(2) ;

– in respect of half of the conditional options, a variable portion determined according to objectives set in terms of the Group share of net profit (“NPGS”)(3).

Share subscription options cancelled 12,386 (for failing to meet objectives set under the performance conditions)

Share subscription options exercised -

Share subscription options remaining as at 31/12/2012 42,659

(1) Resolution 23 of the Ordinary and Extraordinary General Meeting of Shareholders of 30 November 2007 states that: the General Meeting decided that the number of options granted cannot provide entitlement to a total number of shares representing a nominal increase in capital exceeding 1.5% of the diluted capital on the day of this meeting during the period of this authorization (i.e., 38 months) and 1% of the diluted capital on the day of this meeting per ( nancial year.

(1bis) The Board of Directors of Icade decided, on 16 April 2008, following the distribution of reserves and premiums: - to reduce the exercise price of the Plan “1-2008”, initially set at 103.01 euros, by 1.81 euros to 101.20 euros; - to adjust the number of shares under options that could be subscribed for within the framework of the Plan “1-2008” and to increase it by 974 new options,

i.e., 0.01 of a new subscription option for one subscription option originally granted within the framework of 2008 Plan, the balance corresponding to the calculation of fractions.

(2) Thus, these objectives will be achieved if the annual reference price (de( ned as the weighted average by daily dealing volumes of the closing price of Icade shares on each stock market day of the ( nancial year in question) is equal to or higher than a coeP cient, depending on the reference years, of between 1.125 and 1.45 applied to the ~ otation price of the absorbed Icade, i.e., 27.90 euros.

(3) Thus, these objectives will be achieved if the annual NPGS rate (de( ned as the ratio expressed as a percentage between the Group share of net pro( t and consolidated earnings as shown by the certi( ed consolidated accounts for the year in question) is equal to or higher than a rate, depending on the reference years, of between 6.90% and 7.80%.

The coeP cients applied, (2) and (3), are determined in the Regulations of the Plan. These are examined by the Remunerations Committee then ( nali sed by the Board of Directors, in accordance with the powers granted to it by the Ordinary and Extraordinary General Meeting of Shareholders.



“Plan 1.2-2008”

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade Emgp (renamed “Icade”) of 30 November 2007, the Icade Board of Directors meeting of 247July 2008 finali sed a “Plan 1.2-2008” in favour of the corporate officers (Article L. 225-185 of the Commercial Code) including the Chairman of a simplif ied joint stock company in the Group and/or a salaried individual of a company in the Group and member of the Executive Committee or Coordination Committee of the

Company or performing management duties within a company in the Group.

In accordance with the delegation granted to him by Icade’s Board of Directors on 24 July 2008, the Chairman and Chief Executive Officer decided that the assignment of options of Plan “1.2-2008” would take place on 8 August 2008.

The main characteristics of this Plan “1.2-2008” are described below:

Plan 1.2-2008


775,901(1) and 517,267 per year



145,000 of which 74,000 shares can be subscribed for by the first 10 non-corporate officer employee awardees, 31,000 can be subscribed for by the non-corporate employee awardees, and 40,000 shares can be subscribed for Serge Grzybowski, Chairman and Chief Executive Officer and the only corporate officer concerned.


Starting point for exercising the options (“opening date”) 9 August 2012

Expiry Date 8 August 2015


Exercise procedure These options can be exercised by their beneficiaries with effect from the opening date under the following conditions and in accordance with the following procedures:– 80% of the total number of options assigned to them; and;– in respect of the balance, i.e., 20% of the total number of options

assigned to them (the “Conditional Options”) exercisable shall be determined by the change in Icade’s share price in relation to the variation in the IEIF index(2).

Share subscription options cancelled 34,200 (including 28,000 for failing to meet objectives set under the performance conditions)



(1) Resolution 23 of the Ordinary and Extraordinary General Meeting of Shareholders of 30 November 2007 states that: the General Meeting decided that the

number of options granted cannot provide entitlement to a total number of shares representing a nominal increase in capital exceeding 1.5% of the diluted

capital on the day of this meeting during the period of this authorization (i.e., 38 months) and 1% of the diluted capital on the day of this meeting per ( nancial

year.

(2) Thus these objectives will be achieved if, over the reference periods, the change in Icade’s share price (average of the twenty opening prices prior to 2 January

of each period) is more than 4% greater than 16% of the variation in the IEIF index over the same periods. However, if the variation in Icade’s share price

between 2 January 2008 and 2 January 2012 is sixteen per cent (16%) greater than the variation in the IEIF index over the same period, all of the conditional

options may be exercised by the bene( ciary.



“Plan 1-2011”

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade Emgp (renamed “Icade”) of 15 April 2009, the Icade Board of Directors meeting of 16 February 2011 f inalized a “Plan 1-2011” in favour of the corporate officers (Article L. 225-185 of the Commercial Code) including the Chairman of a simplified joint stock company in the Group and/or a salaried individual of a company in the Group and member of Executive Committee or Coordination Committee

of the Company or performing management duties within a company in the Group.

In accordance with the delegation granted to him by Icade’s Board of Directors on 16 February 2011, the Chairman and Chief Executive Off icer decided that the assignment of options of Plan “1-2011” would take place on 3 March 2011.

The main characteristics of this Plan “1-2011” are described below:

Plan 1.2011


751,361(1) and 498,377 per year



147,500 of which 80,500 shares can be subscribed for by the first 10 non-corporate officer employee awardees, 26,000 can be subscribed for by the non-corporate employee awardees, and 40,000 shares can be subscribed for Serge Grzybowski, Chairman and Chief Executive Officer and the only corporate officer concerned.


Starting point for exercising the options (“opening date”) 4 March 2015

Expiry Date 3 March 2019


Exercise procedure These options can be exercised by their beneficiaries with effect from the opening date under the following conditions and in accordance with the following procedures:– 35% of the total number of options assigned to them; and;– in respect of the balance, i.e., 65% of the total number of options

assigned to them (the “Conditional Options”) exercisable shall be determined by the change in Icade’s share price in relation to the variation in the IEIF index(2) for 32.5% and depending on the achievement of objectives set in terms of current net cash flow for 32.5%.

Share subscription options cancelled 2,500



(1) Resolution 18 of the Ordinary and Extraordinary General Meeting of Shareholders of 15 April 2009 states that: the General Meeting decided that the number

of options granted cannot provide entitlement to a total number of shares representing a nominal increase in capital exceeding 1.5% of the diluted capital on

the day of this meeting during the period of this authorization (i.e., 38 months) and 1% of the diluted capital on the day of this meeting per ( nancial year.

(2) Thus, these objectives will be achieved for half of the conditional options if, over the reference periods, the movement in Icade’s share price (average of the

20 opening prices prior to 2 January of each period) is 4% to 16% greater than the movement in the IEIF index over the same periods. However, if the Icade

share price movement between 2 January 2011 and 2 January 2015 is more than sixteen per cent (16%) of the movement in the IEIF Index over the same

period, and the independently determined conditions for each of the periods have not been achieved, 80% of the conditional options may be exercised by

the bene( ciaries.

Similarly, the objectives will be achieved for half the conditional options if, in the ( rst four ( scal years, the 2011 cash ~ ow reaches 240 million euros, the 2012

cash ~ ow reaches 284 million euros, the 2013 cash ~ ow reaches 291 million euros, the 2014 cash ~ ow reaches 337 million euros. However, if in year 4 the

objective is 100% achieved, 80% of the options conditional on cash ~ ow can be exercised by the bene( ciaries.



8.1.3. Bonus share distributions

“Icade Bonus Share Distribution Plan 2011”

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade Emgp (renamed “Icade”) of 15 April 2009, the Icade Board of Directors meeting of 16 February 2011 finalized a Bonus Share Distribution Plan in favour of the corporate officers (Article L. 225-185 of the Commercial Code) including the Chairman of a simplified joint stock company in the Group and/or a salaried individual of a company in the

Group and member of Executive Committee or Coordination Committee of the Company or performing management duties within a company in the Group.

In accordance with the delegation granted to him by Icade’s Board of Directors on 16 February 2011, the Chairman and Chief Executive Officer decided that the assignment of options of Plan 2011 would take place on 3 March 2011.

The main characteristics of this Plan 2011 are described below:

Plan 2011

Maximum number of shares that may be assigned 498,377(1)

Total number of shares initially assigned 17,660

Maximum number of shares that may be acquired 17,660, i.e., 10 shares per employee present and holding a permanent contract on 31 January 2011 and still present on the day of assignment.(2)

Total number of beneficiaries 1,766

Acquisition date 4 March 2013

Disposal date 3 March 2015

Assignment price 80.86 euros(3)

Acquisition procedure These shares will be permanently acquired by their beneficiary provided that said beneficiary is still present within the company on the acquisition date.

Cancelled shares 2,670

Acquired shares 10

Remaining shares at 31/12/2012 14,980

(1) Resolution 19 of the Ordinary and Extraordinary General Meeting of Shareholders of 15 April 2009 states that: the General Meeting decides that the total

number of shares thus consented may not represent a nominal amount of increase in capital exceeding 1% of diluted capital on the day of the general

meeting over the period of this authorization (i.e., thirty-eight months).

(2) The members of the Executive Committee and the Coordination Committee, who already bene( t from a stock option subscription plan, declined the bonus

shares that were awarded to them under this democratic plan.

(3) Average of the 20 most recent prices, prior to 3 March 2011.

“Plan 1-2012” and “Plan 2-2012” for distribution of Icade bonus shares

In accordance with the authorization given to it by the Ordinary and Extraordinary General Meeting of Icade Emgp (renamed “Icade”) of 15 April 2009, the Icade Board of Directors meeting of 16 February 2012 finali sed a Bonus Share Distribution Plan in favour of the corporate officers (Article L. 225-185 of the Commercial Code) including the Chairman of a simplified joint stock company in the Group and/or a salaried individual of a company in the Group and member of Executive Committee or Coordination

Committee of the Company or performing management duties within a company in the Group.

In accordance with the delegation granted to him by Icade’s Board of Directors on 16 February 2012, the Chairman and Chief Executive Officer decided that the assignment of options under the two 2012 Plans would take place on 2 March 2012.



The main characteristics of Plan-1-2012 and Plan-2-2012 are described below:

Plan-1-2012



Maximum number of shares that may be acquired 26,190, i.e., 15 shares per employee present and holding a permanent contract on 31 December 2011 and still present on the day of assignment.

Total number of beneficiaries 1,746

Acquisition date 3 March 2014

Disposal date 2 March 2016


Acquisition procedure These shares will be permanently acquired by their beneficiary provided that said beneficiary is still present within the company on the acquisition date.

Cancelled shares 1,305

Acquired shares -






Plan-2-2012



Maximum number of shares that may be acquired 28,290, of which 14,140 shares may be acquired by the first 10 non-corporate officer employee awardees, 8,166 can be subscribed for by the non-corporate employee awardees, and 5,984 shares can be acquired by Serge Grzybowski, Chairman and Chief Executive Officer and the only corporate officer concerned.


Acquisition date 3 March 201 4

Disposal date 2 March 201 6


Exercise procedure 100% of these shares will be permanently acquired by their beneficiary provided that said beneficiary is still present within the company on the acquisition date and that the current net cash flow meets the objective set under the plan's performance conditions.

Cancelled` shares 184

Acquired shares -








8.1. 4. Information on share subscription options issued by the Company granted and exercised by employees who are not corporate o� cers during the year

Date on which the options were granted Exercise of stock options granted to employees who are not corporate officers (aggregate information)

None

Options granted by the Company during the year to the 10 employees who are not corporate officers, of which the number of options thus granted is highest 0

Share subscription price 0

Share subscription options granted to the first ten non-corporate officer employee awardees and options exercised by the latter during the year.

Total number of options allocated/ shares subscribed or purchased

Weighted average price Plan 1 Plan 2

Options granted during the year by the issuer and any company included within the scope of allocations of options to the ten employees of the issuer and any company within this scope, of which the number of options thus granted is highest (aggregate information). 0 - - -

Options held on the issuer and the companies previously named exercised during the year by the ten employees of the issuer or of these companies, of which the number of options thus purchased or subscribed is highest (aggregate information).

0 - - -


ADDITIONAL INFORMATION – ADMINISTRATION AND MANAGEMENT

9.1. BODIES

9.1.1. The Board of Directors

9.1.1.1. Declarations relating to corporate governance

Out of concern for transparency and public information, Icade refers to the AFEP-MEDEF corporate governance code dated 17April 2010 (AFEP-MEDEF Recommendations). The specific report of the Chairman of the Board of Directors describing the board’s composition and the application of the principle of equal representation of men and women within its membership, conditions for the preparation and organization of the work of the Board of Directors, and internal control and risk management procedures implemented by the Company (The Report of the Chairman of the Board of Directors drawn up pursuant to Article L. 225-37 of the Commercial Code) can be found in Chapter 7 of this annual report.

Icade applies all AFEP-MEDEF Recommendations with the exception of the following, for the reasons mentioned below:

Staggered renewal of the terms of corporate officers

Given the expiration dates of the various current terms of directors, the staggered renewal of the terms of corporate directors is actually being applied and there has been no need for it to be formally organized, specif ically in the corporate Articles of Association.

All bonus shares awarded to the senior executive corporate officer subject to performance conditions

Most, but not all, of the options or bonus shares awarded to the Chairman and CEO are subject to performance conditions.

However, the Chairman and CEO agreed, during the Board of Directors’ meeting on 20 December 2012, to propose that the Board make all options and bonus shares that may be awarded to him in the future subject to performance conditions.

The internal regulations of the Company describe the composition and duties of the Board of Directors and the rules governing its functioning. In particular it describes the criteria used to qualify an independent director, sets the rules for assessing the work of the board and the composition, duties and responsibilities of each of the committees. The Icade directors’ charter specifies the duties and obligations of each director particularly in terms of conflicts of interest, participation in the work of the board and contribution to good governance. Lastly, the Board of Directors has prepared a guide to the prevention of insider trading containing a series of specific obligations covering permanent and occasional insiders.

The internal regulations of the Board of Directors also stipulate the terms under which the work of the board is assessed.

In 2012 the Board of Directors conducted a self-evaluation to assess its ability to respond to shareholders’ expectations by analysing its composition, organization and operating procedures, as well as the composition, organization, and operating procedures of its committees. In particular, it checked that major issues were suitably prepared and debated and measured the effective contribution of each director to the work of the Board and the committees on the basis of their skills and their involvement in discussions.

The results of this work were presented and discussed by the Board of Directors on 20 December 2012.

This self-evaluation showed that the directors feel adequately informed by the Company’s management and that they believe that the Board discussions led by the Chairman facilitate dialogue. They expressed a desire for more information on comparisons with other companies within the sector, tracking of strategic decisions and the internal operations of the Company.

As a result, there are plans to improve the information made available to the directors to monitor strategic decisions and the internal operations of the Company and to regularly provide them with analyses comparing the organization’s performance to that of other companies in the sector.

The number of meetings held in the past year and members’ rate of attendance along with a summary of each of the committees’ activities during the previous year are provided in the Chairman’s Report.

The regulations governing the payment of directors’ fees and individual payments made to directors as well as the allocation criteria are set out in Chapter 7, Paragraph 7.2, page 194 and Chapter 9, Paragraph 10.2.2, page 270 of the reference document.

The Share Subscription Option Plans 1-2008 and 1.2-2008 determined by the Board of Directors of Icade on 30 November 2007 and 24 July 2008 respectively, that is, prior to the publication of the AFEP-MEDEF recommendations on the remuneration of senior executive corporate off icers of listed companies, to some extent anticipated the said recommendations as they provided the performance conditions for exercising a part of the options awarded. Furthermore, over 60% of the total number of options awarded under Plans 1-2008 and 1.2-2008, the exercise of which is partially subject to performance conditions, were for the benefit of beneficiaries who are not senior executive corporate officers and to whom the AFEP-MEDEF recommendations do not apply. These recommendations were applied to senior executive corporate off icers who are beneficiaries of the 1-2011 Stock Option Subscription Plan approved by Icade’s Board of Directors of 16 February 2011 and of the 2-2012 Stock Option Purchase Plan approved by Icade’s Board of Directors of 16 February 2012.

9. Administration and Management



In connection with the reappointment of the Chairman and Chief Executive Off icer, the Board of Directors, at its meeting of 7 April 2011 resolved to grant him, in the event of a forced departure related to a change of control (within the meaning of Article L.233-3 of the French Commercial Code) or strategic disagreement with the Board of Directors, a severance payment of which (i) the amount will be capped at two years’ f ixed and variable remuneration and (ii) the payment will be subject to performance conditions in accordance with applicable regulations and the AFEP-MEDEF recommendations.

In addition, the Company, as a member of the FSIF (Federation of Property and Investment Companies) refers to the Code of Ethics of listed property investment companies, established by the FSIF. Thus, Icade’s board meeting of 18 December 2009 adopted the Icade Code of Ethics, covering the application and compliance with the Code of Ethics for listed investment companies established by the FSIF.

9.1.1.2. Composition of the Board of Directors and directorships

The Icade Board of Directors consists of 15 directors, six of whom are independent directors (more than a third):

◆ Christian Bouvier;

◆ Caisse des Dépôts et Consignations, represented by Antoine Gosset-Grainville;

◆ Cécile Daubignard, independent director;

◆ Olivier de Poulpiquet, independent director;

◆ Jean-Paul Faugère;

◆ Benoît Faure-Jarrosson, independent director;

◆ Nathalie Gilly;

◆ Thomas Francis Gleeson, independent director;

◆ Serge Grzybowski, Chairman and Chief Executive Officer of Icade;

◆ Marie-Christine Lambert, independent director;

◆ Benoît Maes, independent director;

◆ Olivier Mareuse;

◆ Alain Quinet;

◆ Céline Scemama and

◆ Sabine Schimel.

Since 19 January 2011, the permanent representative of Caisse des Dépôts, a director of Icade, has been Antoine Gosset-Grainville, Deputy Chief Executive Officer.

Icade’s Board of Directors made a case-by-case examination of the independent character of these six directors and decided, on recommendation from the Appointments and Remuneration Committee, to consider these six directors, who fulfil the following criteria, as independent:

a) he/she is not an employee or corporate of f icer of the Company, an employee or corporate off icer of a company or entity belonging to the Group and has not been so for the last f ive7years;

b) he/she is not a corporate officer of a company in which the Company directly or indirectly holds a directorship or in which an employee designated as such or a corporate officer of the Company (current or having been so for less than five years) holds a directorship;

c) he/she is not a customer, supplier, commercial banker or financial banker of the Company or its Group, or for which the Company or its Group represent a significant share of activity nor is linked directly or indirectly to any of the individuals mentioned above;

d) he/she has no close family ties with a corporate off icer or employee holding management positions with a Group company or entity;

e) he/she has not been, during the last f ive years, a statutory auditor of the Company, or of a company or entity holding at least 10% of the Company’s share capital or of a company in which the Company holds at least 10% of the share capital, when his/ her term of office ended;

f) he/she has not been a company director for more than 127years, noting that the loss of status of independent director occurs only upon expiration of the term of office during which the 15-year duration is exceeded;

g) he/she is not or does not represent a shareholder owning more than 10% of the share capital or voting rights in the Company or the parent company.

Further, the internal regulation of the Icade Board of Directors notes that the board may always take the position that a director, although meeting the above criteria, must not be considered as independent given his or her specific situation or that of the Company, with regard to its shareholder structure or for any other reason, and vice versa.

Icade, whose Board is composed of a total of 15 directors with more than a third of the directors being independent (40%), and at least 20% being female (33.3%), is in compliance with the rule set by the Vienot report of July 1999 and Articles 6.3 and 8.2 of the AFEP-MEDEF Corporate Governance Code.



The following table gives the names, appointment and term expiration dates, and other corporate offices held by Icade’s Board Members over the past f ive years:

First name, last name and business address

Date of appointment

Date of expiry of office

Office and main function in the Company

Other offices and positions held over the last five years

Current Expired

Caisse des Dépôts (“CDC”)56, rue de Lille75007 ParisShares held: 1

Permanent representative:Antoine Gosset-Grainville46 years old

Appointed by the Combined General Meeting of 30/11/2007Re-elected by the Combined General Meeting of 07/04/2011

General Meeting ruling on the accounts for the year ending 31/12/2014

Director

Chairman of the Appointments and Remuneration Committee

Deputy Chief Executive OfficerCaisse des Dépôts

DirectorCompagnie des Alpes SAVeolia TransdevSchneider Electric

Permanent representative of CDC:On the board of directors of CNP Assurances; Icade; Fonds Stratégique d’Investissement.

Functions:– Chairman of the Audit

and Risk Committee of Compagnie des Alpes;

– Chairman of Icade’s Appointments and Remuneration Committee;

– Member of the Audit Committee of Schneider Electric.

Deputy Director of the Office of Prime Minister François Fillon(2007-2010)

Chairman of the Board of DirectorsFonds Stratégique d’Investissement

DirectorFonds Stratégique d’Investissement; CNP7Assurances; Dexia

Permanent representative of CDC:On the board of directors of La Poste

Functions:Member of the Audit and Risk Committee, Investment Committee, and Appointments and Remuneration Committee of the Fonds Stratégique d’Investissement.Member of the Appointments and Remuneration Committee of La Poste

Bouvier Christian64, rue Madame75006 Paris75 years oldShares held: 80

Re-elected by the General Meeting of 16/04/2008

First appointed on 23 June 1999 at Icade (ex-EMGP)Re-elected by the General Meeting of 227June 2012


Director

Member of the Strategy and Investment Committee

DirectorSociété d’Autoroute ASFSociété d’Autoroute EscotaHLM Pax Progres PallasHLM Domaxis

DirectorÉtablissement Publicdu Palais de Justice de Paris

Member of the Appointments and Remuneration CommitteeIcade

Daubignard Cécile48 route de Montesson78110 Le Vésinet48 years oldShares held: 1

Appointed by the General Meeting of 227June 2012


(Independant) Director

Director Amaline Assurance

Member of the Supervisory Board Réunima

Directorof STAR




Date of appointment




Current Expired

De Poulpiquet de Brescanvel Olivier11 Ardmore Park29-01 259957 Singapore47 years oldShares held: 1

Co-opted by the Board of Directors on 227June 2012


(Independant) DirectorMember of the Strategy and Investment CommitteeMember of the Appointments and Remuneration Comittee

Co-ChairmanMorgan Stanley Real Estate Investing (MSREI)

Investment Co-DirectorMorgan Stanley Real Estate Investing (MSREI)

DirectorJapan Core Property Fund LtdMBA Real Estate de Columbia University

Member of the Investment CommitteeJapan Core Property Fund Ltd

DirectorPirelli RE SPA

Member of the Management BoardEPRA (European Public Real Estate Association)

Faugère Jean-Paul4, place Raoul Dautry75716 Paris cedex 1556 years oldShares held: 20

Co-opted by the Board of Directors on 207December 2012


Director


Chairman of the Board of Directorsof CNP Assurances (29/06/2012)

DirectorCaixa Seguros Brésil (13/11/2012)

Faure-Jarrosson Benoît20, rue de Seine75006 Paris49 years oldShares held: 1

Appointed by the Combined General Meeting of 30/11/2007Re-elected bythe Combined General Meetingof 07/04/2011


Director (independent)

Chairman of the Audit, Risk and Sustainable Development Committee

Managing PartnerFaure-JarrossonFinancial analysisFaure-Jarrosson Arbitrage

DirectorStrand Europe Cosmetics SAGestion 21 SACie Immobilière Acofi SA

Chairman of the Index CommitteeIPD France SAS

Member of the Audit, Risk and Sustainable Development CommitteeIcade




Date of appointment




Current Expired

Gilly Nathalie15, quai Anatole France75007 Paris48 years oldShares held: 1

Appointed by the Combined General Meeting of 07/04/2011


Director Director of Banking ServicesCaisse des Dépôts

Chairman of the Board of DirectorsCDC PlacementFonsicav Oblisécurité Sicav

DirectorCDC ClimatInformatique CDCGIP ADAJ

Permanent representative of CDCAt the General Assembly of the Fondation pour le Droit ContinentalOn the board of Elan CDCOn the board of Caisse Nationale des AutoroutesOn the board of ASINCA

Other positionsRepresentative of Elan CDC on the board of DINAMIC

Chairman of the Board of DirectorsCDC Trésor Première Monétaire

DirectorAEW EuropeSAGACARBON

Permanent representative CDC TrimestrielAt the office of the APCC

Gleeson Thomas Francis12, avenue des Peupliers75016 Paris59 years oldShares held: 15

Re-elected by the Combined General Meeting of 15 April 2009

First appointed at the former Icade Emgp by the Board of Directors on 157February 2005 (ratified by the Ordinary General Meeting of 19 April 2005)

Re-elected by the Annual General Meeting of 22 March 2006 at Icade (ex-EMGP)

General Meeting ruling on the accounts for the year ending 317December 2012

Director (independent)

ChairmanGlibro Investments Ltd (Irl)

Chairman and DirectorGlibro Holding SAA. (Lux)Glibro Design Ltd (Irl)North Paris RealEstate Fund (Irl)Glibro Services Ltd (UK)Wigam Holdings (Cyprus)

DirectorGlibro Chemol Ltd (Irl)Consultancy Ltd (Irl)Eirn

ChairmanEirn Consultancy Ltd

Chief Executive OfficerGlibro Chemol Ltd

DirectorEirn Consultancy LtdWater Development & Energy Co Ltd (Irl)City North Developments Ltd

DirectorIcade, absorbed by Icade (ex-Icade Emgp)




Date of appointment




Current Expired

Grzybowski Serge35, rue de la Gare75019 Paris54 years oldShares held: 1

Appointed by the Combined General Meeting of 30/11/2007Re-elected bythe Combined General Meetingof 07/04/2011


Chairman of the Board of Directors and CEO

Chairman of the Strategy and Investment Committee

DirectorSILIC SA

Chairman and Chief Executive OfficerIcade, absorbed by Icade (ex-Icade Emgp)

Chairman of the Board of DirectorsCompagnie La Lucette (Merged by Icade)

ChairmanIcade Tertial Régions SASIcade Tertial SASIcade Property Management SAS (ex-Icade Gestion Tertiaire)Icade Eurogem SAS

Member of the Executive Management CommitteeHSBC FranceHead of Financial Institution Group, European Head, Real Estate HSBC – plc

DirectorIcade, absorbed by Icade (ex-Icade Emgp)Icade Foncière des Pimonts, absorbed by Icade (ex-Icade Emgp)Compagnie la Lucette (absorbed by Icade)

Permanent representative of the�manager/co-manager in the SCI/SNCIcade

Permanent representative of Icade– Director of Icade (ex-Icade Emgp);– Director of Icade Patrimoine, absorbed

by Icade (ex-Icade Emgp)

Lambert Marie-Christine208, rue Raymond Losserand75014 Paris59 years oldShares held: 10

Co-opted by the Board of Directors on 67December 2011Re-elected by the General Meeting of 227June 2012


Director(independent)

Member of the Audit, Sustainable Development and Risk Committee

Group Financial ControllerFrance Télécom/Orange

DirectorOrange FranceCo-entreprise Buy in (France Télécom/Deutsche Telekom)

Member of the Supervisory Board and Audit CommitteeTelekomunikacja Polskan (Poland)




Date of appointment




Current Expired

Maes Benoit26 rue de l’Université75007 Paris55 years oldShares held: 1

Appointed by the General Meeting of 227June 2012


(Independant ) DirectorMember of the Appointments and Remuneration Committee

Chairman of the Board of DirectorsCompagnie Foncière Parisienne

Chairman of the Board of DirectorsFrance Gan

Chairman of the Board of DirectorsGroupama Asset Management

DirectorGroupama Gan Vie

Chairman of the Board of DirectorsGroupama Immobilier

Chairman of the Board of DirectorsGroupama Japon Stock

Chairman of the Board of DirectorsGroupama Private Equity

Chairman of the Supervisory BoardReunima

Chairman of the Board of DirectorsSecuri-Gan

DirectorLa Banque Postale Assurances IARD

Groupama SA permanent representativeGroupama Banque (Director)




Date of appointment




Current Expired

Mareuse Olivier56, rue de Lille75007 Paris49 years oldShares held: 1

Co-opted by the Board of Directors on 317May 2011


Director Chief Financial OfficerCaisse des Dépôts

DirectorAEW EuropeSociété Forestière de la CDCCDC InfrastructureCDC EntrepriseDEXIA Groupe SA

Permanent representative of CDCQualium Investissement (Director)Veolia Environnement (Director)

Investment DirectorCNP Assurances(1999-2010)

DirectorFonds Stratégique d’Investissement




Date of appointment




Current Expired

Quinet Alain92, avenue de France75013 Paris51 years oldShares held: 1

Co-opted by the Board of Directors on 24 July 2008 and ratified by the Combined General Meeting of 15 April 2009Re-elected by the General Meeting of 227June 2012


Director Chief Operating OfficerRéseau Ferré de France

ObserverCNP Assurances SA

DirectorLyon Turin Ferroviaire SAS

Member of the Management CommitteeDirector of Finance and Strategy of the CDC group

Chairman and Chief Executive OfficerCDC Entreprises Capital InvestissementFinancière Transdev

Chairman of the Board of DirectorsCDC InfrastructureEgis

DirectorAccorCompagnie des AlpesDexia SADexia Crédit localEiffageRéseau Ferré de FranceSociété Forestière de la CDC

Member of the Supervisory BoardÉlectricité Réseau DistributionFranceCompagnie des Alpes

Permanent representative ofCDC, member of the Supervisory Board of Compagnie Nationale du RhôneCDC, Director of CDC InternationalCDC, Director of the Fonds Stratégique d’InvestissementFinancière Transdev, Director of Transdev

Member of the Strategic CommitteeCNP Assurances

Member of the Strategy and Investment CommitteeIcade

FunctionsChairman of the Commitments Committee of EgisMember of the Audit Committee of CNP AssurancesChairman of the Commitments Committee of Réseau Ferré de FranceMember of the Strategy Committee of Electricité Réseau Distribution FranceMember of the Commitments Committee of Accor Member of the Strategy Committee and Remuneration Committee of Compagnie des AlpesMember of the Accounts Committee of7EiffageMember of the Audit and Risks Committee, the Investment Committee and the Remuneration Committee of FSI




Date of appointment




Current Expired

Scemama Céline56, rue de Lille75007 Paris41 years oldShares held: 1



Director


Director in charge of the real estate portfolio, forests, capital expenditure and financial holdingsCaisse des Dépôts

Chairman and Chief Executive OfficerSociété Foncière Mogador

DirectorSITQ Les Tours SA

Permanent representative of CDCAIH France (Director)Foncière Franklin (Director)SAGITRANS (Director)SAFITRANS (Director)GIE RER 97 (sole Director)Société d’Épargne Forestière, “Forêts Durables”(Member of the Supervisory Board)

Chairman of the Investment CommitteeSociété d’Épargne Forestière, “Forêts Durables”

Member of the Advisory BoardEuropean Property InvestorsPBW Real Estate Fund NVEuropean Property Investors

Member of the Investment CommitteePatrimonio UnoCurzon Capital Partners II LLP

DirectorVerdun Participations 1Verdun Participations 2

Permanent representative of CDCAlteau SASCDC Arkhineo (Chairman)

Member of the Strategic CommitteeCDC ArkhineoNeocase Software




Date of appointment




Current Expired

Schimel Sabine98, rue d’Assas75006 Paris49 years oldShares held: 1



Director

Member of the Audit, Risk Management, and Sustainable Development Committee

Director of the Department for the Development of Subsidiaries and Affiliatesat Caisse des Dépôts

Permanent representative of CDCLa Poste (Director)Chairman of the Audit CommitteeLa Poste

Member of the Strategy and Investment CommitteeLa Poste

Member of the Quality and Sustainable Development CommitteeLa Poste

Permanent representative of CDCEGIS (Director)

Chairman of the Commitments CommitteeEGIS

Permanent representative of CDCVeolia Transdev (Director)

Chairman of the Audit CommitteeVeolia Transdev

Member of the Strategic CommitteeVeolia Transdev

Member of the Appointments and Remuneration CommitteeVeolia Transdev

Permanent representative of CDCCompagnie des Alpes (Director)

Member of the Strategic CommitteeCompagnie des Alpes

Permanent representative of CDCFinancière Transdev (Director)

Permanent representative of CDCSNI (Chairman of the Supervisory Board)

Member of the Audit CommitteeSNI

Permanent representative of CDCTransdev (Director)

Chairman of the Remuneration CommitteeTransdev

Permanent representative of CDCCDC Entreprises (Director)

Permanent representative of CDCCDC Entreprises Elan PME (Director)

Permanent representative of CDCCDC Climat (Director)

Chairman of the Remuneration CommitteeCDC Climat

As far as the Company is aware: there are no family links between the corporate off icers and the other senior managers of the Company; no corporate off icer and no senior manager of the Company has, over the last f ive years (I) been convicted of fraud, (II) been associated with bankruptcy, placed under compulsory administration or liquidation or (III) been charged with an offence

and/or official public sanction ordered by statutory or regulatory authorities; no corporate officer has been prevented by a Court from acting as a member of a management or supervisory body of an issuer or from being involved in the management or conduct or the business affairs of an issuer over the last f ive years.



9.1.1.3. Personal information concerning current members of the Board of Directors

The directors have the following experience:

Antoine Gosset-Grainville

A graduate of the Paris Institute of Political Science and of the Paris IX Dauphine University with a “DESS” postgraduate degree in banking and finance and a student of the 1993 class of the École Nationale d’Administration (ENA), Antoine Gosset-Grainville began his career in the General Inspectorate of Finance. He then became Deputy Secretary General at the Economic and Financial Committee of the European Union in 1997. From 1999 to 2002, he served the European Commission as advisor on economic and industrial affairs to the off ice of European Commissioner for Trade, Pascal Lamy. A member of the Paris and Brussels Bar Associations, in 2002 he became a partner of the Gide Loyrette Nouel law firm. He led the Brussels office of this f irm from 2002 to 2007. In 2007 he was named Deputy Director to the off ice of Prime Minister François Fillon. Following his appointment by decree of the President of France on 31 March 2010, he became Deputy Chief Executive Officer of the Caisse des Dépôts Group, in charge of f inance management, strategy and holdings, as well as the group’s international activities.

Christian Bouvier

Christian Bouvier began his career as official representative of the Deputy General of the Paris Region and then as engineer to the Essonne public works department (DDE), responsible for major works and public building. From 1970 to 1978, he was Director of the Tête – Défense project within the Établissement Public pour l’Amenagement de la Défense (EPAD), and then became technical adviser to the Office of Michel d’Ornano, Minister of the Environment and Living Standards. From 1981 to 1987, he was a director of SGE Construction and then became Chairman and Chief Executive Officer of BORIE-SAE, a public works subsidiary of the SAE. From 1993 to 2004, he held the position of Managing Director at EPAD.

Cécile Daubignard

A graduate of the École Centrale de Lyon, with an MBA from the École Supérieure de Commerce de Lyon, a graduate of the Centre d’Études Actuarielles (CEA), and a member of the French Actuarial Institute, Cécile Daubignard began her career at the Mazars accounting firm, in charge of auditing and consulting.

In 1995 she joined the Groupama group as Auditing Manager within the Gan Auditing Department, and then joined the Health Department in 1997 as Manager of Accounting and Actuarial Services.

In 1999 she joined the International Department of Groupama S.A., where she headed the Financial Engineering Department then the Planning, Budget and Results Department. She managed the Initial Public Offering project in 2002 within the Group’s Finance Department and in 2005 became project officer to the CEO of Groupama SA.

In January 2008, Cécile Daubignard was named Chief Strategy Off icer. She joined the Executive Management Committee of Groupama SA in July 2011.

Olivier de Poulpiquet

Holding an MBA from Columbia University, Olivier de Poulpiquet began his career in the Banking and Investment division of Morgan Stanley in 1994 and two years later joined Morgan Stanley Real Estate Investing (MSREI). He served as Head of Acquisitions in Italy and, a few years later, Co-Head of European Real Estate Investing, where he was in charge of all of MSREI’s European funds (Core, Special Situations and MSREF). In 2004, de Poulpiquet left Morgan Stanley to join Pirelli RE and in June 2008 was named Executive Board Member of Pirelli RE and Chief Investment Officer, responsible for raising funds, allocation of real estate assets, investment decisions and asset management for the group. In May 2010, he joined Morgan Stanley. Based in London until mid-2011, he currently serves as Co-Chief Executive Off icer and Co-Chief Investment Officer at Morgan Stanley Real Estate Investing in Singapore.

Jean Paul Faugère

A former student of the École Polytechnique and the École Nationale d’Administration, Jean Paul Faugère, 56 years old, served as Director of the Office of the Prime Minister from 2007 to 2012. Prior to this, he worked as Director of the Office of François Fillon (in charge of Social Affairs, then of National Education) from 2002–2005 and Prefect of the Alsace-Bas Rhin region from 2005–2007. Faugère has been Chairman of the Board of Directors of CNP Assurances since 29 June 2012.

Previously, he has held the following positions and off ices: Insurance Commissioner (1980-1981), Auditor to the Conseil d’État (1983), Deputy Secretary General of the Conseil d’État (1986–1987), Technical Adviser of the Ministry of Infrastructure, Housing, Territorial Development and Transport (1987–1988), Government Commissioner to the Combined Court of the Conseil d’État (1988–1990), Financial Director (1991–1994) of the French Atomic Energy Commission (CEA), Director of Civil Liberties and Legal Affairs for the Ministry of the Interior and Spatial Planning (1994–1997), Prefect of Loir-et-Cher (1997–2001), Prefect of the Vendée (2001–2002), and member of the Conseil d’État (1998).

Benoît Faure-Jarrosson

Benoît Faure-Jarrosson, who holds a Master’s degree in Business Law, a postgraduate “DESS” degree in Banking Law from IAE de Paris, a “DESCF” postgraduate degree in Accounting and Finance, and a “DEA” postgraduate degree in History of Law, has been a financial analyst since 1987. An independent consultant since71989, he has been in the property sector since 1992, working with IEIF from 1992 to 1994), stockbrokers Fideuram-Wargny from 1995 to 2006 and then Invest Securities. From 1990 to 2006 he also wrote a stock market column for the magazine Challenges, taught property analysis at the University of Paris XII and published numerous articles on property investment analysis. He is responsible for the property sector group of the SFAF (Société Française des Analystes Financiers – French Society of Financial Analysts), and is Chairman of the IPD France Indices Committee.

Nathalie Gilly

Nathalie Gilly is a graduate of the Paris Institute of Political Science (IEP de Paris) and holder of a “DESCF” postgraduate degree in Accounting and Finance. She began her career in 1987 at Price Waterhouse and joined Caisse des Dépôts in 1994 in the



Department of Banking and Finance Operations (DABF) as a f inancial auditor and then as Head of Internal Audit. In 2000 Nathalie Gilly joined the Department of Statutory Banking and in 2003 became Head of the Strategy and Customer Department. After serving as Deputy to the Director of Banking Services from 2008, she was appointed Director of Banking Services in 2010 and in that capacity is a member of the Caisse des Dépôts Management Committee.

Thomas Francis Gleeson

A graduate of the Dublin Institute of Technology and holder of a Masters in Applied Economics from Paris Dauphine University, since 1992 Thomas Francis Gleeson has been a Director and shareholder of Glibro Holding SA, whose main subsidiary is Glibro Investments Limited, a company based in Ireland and specializing in financing produce businesses and loan financing. In 2004 he became a member of the Board of Directors and Director of City North Developments Limited. Since 2006 he has also been a member of the Board of Directors and Chairman of Paris North Real Estate Fund Limited.

Serge Grzybowski

A graduate of the Paris Institute of Political Studies and former pupil of the ENA, Serge Grzybowski began his career as Civil Administrator in the Local Development Department of Caisse des Dépôts from 1983 to 1987 then in the sub-department of savings and financial markets of the Office of Housing and Construction Financing of the Treasury Department from 1987 to 1989. He was Deputy Managing Director of the Bourdais Group from 1989 to 1992, Deputy Managing Director and then Managing Director of the Banque la Henin from 1992 to 1997, Member of the Executive Board and Managing Director of the Banque du Developpement des PME, the CEPME and Sofaris from 1997 to 2000, Managing Director and Chairman of Banque Worms from 2000 to 2001. He then continued his career in Gecina as Managing Director from 2001 to 2005 and then joined HSBC France in 2006 as Director of Financial Institutions and European Property Manager. Appointed Chairman and Chief Executive Officer of Icade in August 2007 and Icade Emgp in September 2007, he was re-elected Chairman and Chief Executive Officer of Icade (formerly Icade Emgp) on 307November 2007, following the merger-absorption of Icade. Grzybowski has been Chairman of France Green Building Council since October 2010.

Marie-Christine Lambert

Marie-Christine Lambert, a Finance graduate of ESC Dijon, has been Group Financial Controller at France Télécom/Orange since 2008. After joining France Télécom in 1992, she served successively as Finance Director of the IT subsidiaries, Finance Director of cell phones in France, Chief Financial Officer of the Orange division (the Group’s mobile phone arm) and then Director of Finance and Operations Management in France (landlines and cell phones). Lambert began her career in 1975 in a French subsidiary of ITT, then worked in operational f inance in industry, services and telecommunications.

Benoît Maes

A Corps des Mines engineer and graduate of the French Actuarial Institute, Benoît Maes began his career working in government. He served as Official Representative to the Prefect of the Centre

region from 1982 to 1985, Secretary General of the French Energy Observatory from 1987 to 1988, and Technical Advisor to the Off ice of the Minister of Industry from 1988 to 1990. In 1991 he joined the Gan group, where he held various managerial positions within the Group Technical Analysis Department, in the Individual Life and Distribution divisions, before becoming Deputy Chief Executive Off icer of Gan Assurances in 2002. Maes became Groupama SA’s Executive Director of Auditing and Actuarial Services in 2005. In72007 he was named Managing Director of Gan7Assurances. In72010, he became Managing Director of Groupama Gan Vie and Director of Individual Insurance for Groupama SA. He has been the Chief Financial Officer of Groupama SA since December 2011.

Olivier Mareuse

A graduate of the Institute of Political Studies in Paris and the École Nationale d’Administration (ENA), Olivier Mareuse began his career in 1988 in the collective insurance department of CNP Assurances as Deputy Manager of the Department of Financial Institutions and then, in 1989, Technical, Administrative and Accounting Manager. In 1991 he was appointed Official Representative of the Chief Executive Officer and in 1993 became Director of Strategy, Management Control and Shareholder Relations. In 1999 he was appointed Head of Investments with CNP Assurances and in October 2010 joined Caisse des Dépôts as the group’s Deputy Chief Financial Officer. Since December 2010 he has served as Chief Financial Officer of the Caisse des Dépôts group.

Alain Quinet

Former student of the École Nationale d’Administration (ENA), he successively held the following positions of Economist: at the Forecasting Department of the Ministry of the Economy, Finance and Industry (1988–1992), at the Department of Economic Affairs of the Organization for Economic Co-operation and Development (OECD) (1992–1994), Head of the Office of Economic Forecasting at the Forecasting Department (1995–1997), Head of the Department of Macro-Economic Studies for France at the Banque de France (1997–1999), Sub-Director of Macro-Economic and Financial Summaries at the Forecasting Department (1999–2002), Economic Adviser to Jean-Pierre Raffarin (Prime Minister) (2002–2005), Deputy Director for Economic Affairs of the cabinet of Dominique de Villepin (Prime Minister) (2005–2007), and General Finance Inspector (since 2007). Since 2008 he has been the Director of Finance and a member of the Management Committee at Groupe Caisse des Dépôts and since December 2010 Deputy Chief Executive Officer of Réseau Ferré de France.

Céline Scemama

Céline Scemama is a graduate of the École Supérieure de Commerce de Paris, holds a “DESS” postgraduate degree in Human Resources and is a member of the French Society of Financial Analysts, SFAF. She joined Caisse des Dépôts 18 years ago and is currently in charge of unlisted portfolios. Céline Scemama spent 107years working in the Department of Structured Finance in Paris and New York, where she worked on real estate financing, LBOs, and project and asset financing. She then joined the Department of Strategy where she worked on a number of strategic investments, including an infrastructure asset portfolio. Céline Scemama also strategically monitors some of the Group’s subsidiaries and shareholdings.



Sabine Schimel

Sabine Schimel has been a member of the Board of Directors of La Poste since 7 April 2011.

Born in 1963 and a graduate of the École Polytechnique et Administratrice of the French Institute of Statistics (INSEE), Sabine Schimel began her career in 1989 with the Forecasting Department of the Ministry of Finance. In 1993 she joined CNP Assurances and was responsible for supervising management of individual insurance, then of the central actuarial service.

She became Manager of the Financial Institution Partnerships Centre and led the division in charge of collective insurance.

In 2005, she took over management of the performance of international subsidiaries.

In 2009, she joined the Caisse des Dépôts et Consignations, where she served as Director of Development, Subsidiaries and Aff iliates.

9.1.1.4. Working of the Board of Directors

Powers of the Board of Directors

The Board of Directors establishes the Company’s business strategy and supervises its execution. Subject to the powers expressly reserved for Shareholder Meetings and within the limit of the corporate purpose, it addresses all questions relating to the7due and proper functioning of the Company and settles matters concerning it through its discussions.

In its reports with third parties, the Company is committed even by acts of the Board of Directors that are beyond the scope of the corporate purpose, unless it can prove that the third party knew that the act was beyond the scope of said purpose or the third party could not have failed to know that fact, given the circumstances; the publication of the Articles of Association on its own not being sufficient proof. The Board of Directors conducts checks and controls as it deems appropriate.

The Chairman or Chief Executive Officer of the Company is bound to provide every Director with all the documents and information necessary to the performance of his mission.

With the assistance of committees, the Board:

(I) def ines powers within the Company and exercises the respective powers and responsibilities of the Company’s bodies;

(II) ensures that no person has the power to commit the Company without control;

(III) oversees the smooth running of the internal control bodies and the satisfactory performance of their duties by the auditors. The Board monitors the quality of the information supplied to shareholders and the financial markets through the accounts and annual report it produces.

Working of the Board of Directors

In order to specify the internal operating procedures, at its meeting of 22 June 2011, the Board of Directors of the Company adopted a new version of its bylaws.

Icade’s internal regulations are available on the Company’s website (see: http://w w w.icade.fr/fo/fr/content /ar ticle/icade-emgp-gouvernance.do).

The Board of Directors meets at least twice a year and as frequently as the interests of the Company so require, upon a notice of meeting from its Chairman or at the written request to the Chairman of at least three of its members.

If the Board has not met for more than two months, a group of directors representing at least one third of the members in office can ask the Chairman to call a meeting of the Board with a specific agenda. If the positions of Chairman and Chief Executive Officer are separate, the Chief Executive Officer can ask the Chairman to call a meeting of the Board with a specific agenda.

The Chairman is bound by requests sent to him and must call a meeting of the Board of Directors as quickly as possible and in any case within seven days of receiving such a request.

Notices of meeting are issued at least f ive days in advance by any written means. This f ive day period may be reduced if three Directors (including the Chairman) agree to hold the meeting sooner.

The meeting is held at the registered office or any other venue indicated in the notice of meeting.

Before the meeting, the Directors receive the agenda for the board meeting and, whenever circumstances permit, the information necessary for their consideration.

Every member of the Board of Directors has the freedom and responsibility to ask the Chairman to include any topics he or she considers to come within the purview of the Board of Directors on the draft agenda.

The following are deemed to be present for calculating the quorum and majority: Directors who attend the Board of Directors meeting by videoconferencing, telecommunications or remote transmission enabling them to be identif ied and guaranteeing their actual participation in the Board of Directors meeting,7the deliberations of which are transmitted continuously and simultaneously. This provision is applicable in all circumstances permitted by applicable legal and regulatory provisions and in accordance with the same.

The Board can only deliberate validly if at least half the directors are present. Decisions are taken by a majority of the votes of members present or represented. In the event of a split vote, the Chairman of the meeting shall have the casting vote.

In respect of each item on the agenda, the decision adopted must be clearly expressed and identif ied in the minutes.



Icade’s Board of Directors met eight times in 2012. The level of attendance of Board members was 76.6% during this f inancial year.

9.1.2. Management bodies

The positions of Chairman of the Board of Directors and Chief Executive Officer of the Company are not separate and on the date of this report are filled by Serge Grzybowski.

No Deputy Chief Executive Officer has been appointed.

9.1.2.1. Powers of the Chief Executive Officer

Serge Grzybowski, in his capacity as Chief Executive Officer, is invested with the most extensive powers to act on behalf of the Company in all circumstances. He exercises his powers within the limits of the corporate purpose and subject to those that the law expressly assigns to Shareholders Meetings and the Board of Directors.

He represents the Company in its relationships with third parties. The Company is committed even by actions by the Chief Executive Off icer that are beyond the scope of the corporate purpose, unless the Compant can prove that the third party knew that the act was beyond the scope of said purpose or could not have failed to know that fact, given the circumstances; the publication of the Articles of Association alone not being sufficient proof.

The clauses of the Articles of Association or the decisions of the Board of Directors limiting the powers of the Chief Executive Officer may not be invoked in relation to third parties.

Neither the Company’s Articles of Association, nor the Board of Directors have set limits on the commitment authority of the Chief Executive Officer with the exception of the implementation of the stock purchase program approved by the General Shareholders’ Meeting on 22 June 2012. Further, the Board of Directors meeting on 22 June 2012 gave all authority to the Chairman and CEO, up to a maximum of 2.5% of the Company’s share capital and within the limit of a maximum purchase price per share of 100 euros, excluding acquisition expenses, to negotiate and sign any new settlement agreement, approve any bourse or over-the-counter orders, and allocate the acquired shares for the various purposes of this program.

9.1.2.2. Management

The principal senior managers of the Company are as follows:

Marianne de Battisti, member of the Executive Committee and head of Key Accounts, Institutional Relations and Communications

A graduate of the Institutes of Political Studies in Grenoble and Paris, as well as the Ecole Nationale des Ponts et Chaussées, Marianne de Battisti gained operational experience at Icade where she successively held the position of Development Director in Lyon, Branch Director in Grenoble and Rouen, and Institutional Director for northern France and the Paris Region. At the same time she had management responsibilities in several public/private property companies. In 2001 she took the position of

Managing Director of Icade Cités. In 2004, de Battisti became a member of the Executive Committee, in charge of Icade’s marketing and communication. In 2005, in addition to her previous positions, she was appointed International Director of Icade. She has been in charge of Key Accounts, Institutional Relations and Communications on Icade’s Executive Committee since 2011. In 2012, she became Enterprise and Media Director, as an ASC-certif ied corporate executive (IFA 2012) and was named director of SCET. She received the title of “Chevalier” in the French National Order of Merit in September 2012. She is a member of the RICS (Royal Institution of Chartered Surveyors).

Dominique Béghin, member of the Executive Committee and head of the Commercial Property Investment Division and International Business

Dominique Béghin graduated from the Ecole Supérieure du Bâtiment, de l’Industrie et des Travaux Publics in 1979. He was director of investment at Générali Immobiliare, having been Development Director for the group Atrium European Real Estate, Executive Director at Morgan Stanley, Deputy Director for7127years at Ségecé Klépierre, and having held various management positions at Eiffage Real Estate for 11 years.

Béghin joined Icade in April 2011 as a member of the Executive Committee and head of the Commercial Property Investment Division and International Business.

Hervé Manet, member of the Executive Committee and head of the Property Development Division

Hervé Manet graduated from IEP in Lyon and holds a “DEUG” postgraduate degree in economics. After 17 years with SAE, including six as managing director for property development in7 Île-de-France, he moved on to become Chairman and Director of Bouwfonds Marignan Immobilier for eight years. A member of the Île-de-France Property Club, he also serves as Chairman of the Federation of Property Developers and Builders (FPI), Île-de-France region, and member of the national committee of the FPI. Manet joined Icade in November 2007 where he is head of the property development division.

Nathalie Palladitcheff, member of the Executive Committee and head of Finance, Legal Matters, IT and the Property Services Division

Nathalie Palladitcheff graduated from ESC Dijon and holds a DESCF and a DECF. She began her auditing and consulting career at Coopers & Lybrand Audit (1991-1997), then joined Banque Française Commerciale Océan Indien (Crédit Agricole Indosuez) (1997–2000) as Director of Financial Affairs and Management Audits, before becoming Deputy Managing Director of Société Foncière Lyonnaise de Paris (2000–2006). She served as Managing Director of Dolmea Real Estate (Axa Group) beginning in May72006 before joining Icade in September 2007 as member of the Executive Committee and head of Finance, Legal Affairs and IT. In addition to the positions listed above, she was appointed Head of the Property Services Division in 2010. Palladitcheff received the title of “Chevalier” in the French National Order of Merit in April 2012.



Corinne Lemoine, member of the Executive Committee and head of Human Resources

A graduate of CELSA (1984) and the IGS (1993), Corinne Lemoine began her career working for Transearch International (1984–1986). She then joined Partner Consulting Group, where she served7as a consultant (1986-1992). In 1992, she joined Scetauroute (Egis group) where she was in charge of hiring and professional mobility counselling. Lemoine became Scetauroute’s Human Resources Director in 1998. She has been Director of Human Resource Development at Egis SA since October 2007.

Lemoine joined Icade on 1 February 2013 as a member of the Executive Committee and head of Human Resources.

9.1.2.3. Management committees

In addition to the six existing management committees, the Company’s management created an additional committee: the Information Systems Committee.

The Executive Committee

The Executive Committee meets every week to address matters relating to Icade’s f inances, organization, customers and staff. It also systematically reviews ongoing projects.

The Icade Executive Committee comprises the following members:

◆ Serge Grzybowski, Chairman and Chief Executive Officer;

◆ Marianne de Battisti, member of the Executive Committee and head of Key Accounts, Institutional Relations and Communications;

◆ Dominique Béghin, member of the Executive Committee and head of the Commercial Property Investment Division and International Business;

◆ Hervé Manet, member of the Executive Committee and head of the Property Development Division;

◆ Nathalie Palladitcheff, member of the Executive Committee and head of Finance, Legal Matters, IT and the Property Services Division;

◆ Corinne Lemoine, member of the Executive Committee and head of Human Resources.

The Coordination Committee

The Coordination Committee meets to discuss the Company’s strategy, developments in operational activities , business acquisitions and disposals and synergies between companies in the Group.

Sustainable Development Committee

The Sustainable Development Committee is tasked with steering the Group’s sustainable development policy and ensuring its foothold within the operating teams and relevance to market developments. It coordinates the monitoring of the Group’s program of sustainable development initiatives, reviews its

progress every six months and looks at related indicators. It manages for ward studies aimed at better understanding customers’ sustainable development expectations and needs, and keeps up to date with changes in regulatory frameworks. It oversees the running of demonstration projects and makes recommendations with regard to priority training programs. It holds five meetings per year.

The Commitments Committee

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

It examines all projects over a certain threshold. The projects submitted for Icade’s Commitment Committee’s opinion are subject to a prior opinion from the commitment committees and/or off ices of each business, which express an opinion on all projects with no consideration threshold. The Commitments Committee gives its opinion, with no consideration threshold, on all international development projects, new business development projects and external growth operations as well as holdings, disposal of securities, businesses, mergers and partnerships.

The Human Resources Committee

The Human Resources Committee usually meets every two weeks to discuss human resources matters within the Group and in particular the monitoring of major dossiers in progress, reporting on mobility in progress, recruitment, legislation and legal aspects, training and the introduction and monitoring of procedures.

The Risks, Rates, Cash Flow and Financing Committee

The Risks, Rates, Cash Flow and Financing Committee is responsible for studying and deciding upon the Group’s ref inancing and rate-risk hedging policy and relations with banks and financial market players. It is responsible for monitoring asset/liability management, allocation of Group resources and market risks in the event of investment (credit, rates, etc.). It also monitors macro-economic indicators and market factors inf luencing Icade’s business sector as well as the financial activity indicators of Icade’s cash and debt sectors. It meets once a month.

The Information Systems Committee

In addition to unifying technology and streamlining skills, the main challenge for the Information Systems Department is in pooling and integrating the business and f inancial resources of each subsidiary so that all subsidiaries have an overall and cohesive view of the information system. Consequently Icade is faced with a number of decisions to make regarding a project’s relevance, priority and budget. To remain responsive and not hinder the Company’s development projects, the Information Systems Committee provides an opinion on key projects annually and is consulted as necessary throughout the year.



The Marketing Committee

The purpose of the Marketing Committee is to bring together all of Icade’s business lines and the Key Accounts Department on a bi-monthly basis to examine the following on a Group-wide level:

◆ actions taken with key accounts (such as France’s CAC 40 companies);

◆ actions taken with potential users for assets to be leased;

◆ prospects for our commercial property development activities.

The Marketing Committee is chaired by Serge Grzybowski.

9.1.3. Con� icts of interest between management bodies and general management

As far as the Company is aware, there are no potential conflicts of interest between the duties of members of the Board of Directors and general management towards the Company and their private interests. As far as the Company is aware, there is no restriction accepted by a member of the Board of Directors regarding the disposal of his holding in the share capital of the Company within a certain period of time. It is however pointed out that according to Article 10, Paragraph 2 of the Articles of Association, each director must hold at least one share in the Company throughout his mandate.

9.1.4. Transactions in Icade shares carried out by management bodies

In 2012, no transactions in Icade shares were carried out by members of the management bodies.

9.2. REMUNERATION AND BENEFITS FOR CORPORATE OFFICERS

9.2.1. Policy of determining remuneration of corporate o� cers

In accordance with Article L. 225-37 of the French Commercial Code, the principles and rules for determining remuneration and benefits of any kind granted to corporate officers are specified in the Chairman of the Board of Director’s report on the conditions for preparing and organizing the Board’s work and on the internal control procedures.

The rules for allocating the variable part of the remuneration of the Chairman and Chief Executive Officer are as follows:

Based on a recommendation from the Appointments and Remuneration Committee, the Board of Directors, at its meeting of 26 March 2012, revised the criteria determining the variable portion of the remuneration for Icade’s Chairman and CEO in order to adapt it to Icade’s business and its development.

Three quantitative criteria were selected for 30% of the f ixed remuneration (Icade’s profitability: EBITDA/revenues, profitability of the Development business: operating profit/revenues and current net cash f low) and three qualitative criteria for 30% of the f ixed remuneration (execution of the Silic operation, continuation of the sustainable development strategy, reporting and management).

The variable portion of the Chairman and Chief Executive Officer’s remuneration is capped at 60% of his basic annual salary.

9.2.2. Individual and detailed remuneration of corporate o� cers

The following table lists the pay and benefits of all types paid to each corporate off icer (including directors’ fees) during 2011 and 2012.

The Chairman and Chief Executive Officer does not hold a contract of employment with Icade. He is remunerated in respect of his corporate position, under the conditions set by the Board of Directors.



Members of the Board of DirectorsSurname/First name/Function(in thousands of euros)

2011 2012

Fixed portion

gross(A)

Variable portion

gross

Variable portion

gross(B)

Directors’ fees

Directors’ fees

Benefits in kind (car)

Totalgross

(A) + (B)

Fixed portion

gross(A)

Variable portion

gross

Variable portion

gross(B)

Directors’ fees

Directors’ fees

Benefits in kind (car)

Totalgross

(A) + (B)Amounts

dueAmounts

paidAmounts

dueAmounts

paidAmounts

dueAmounts

paidAmounts

dueAmounts

paid

Icade

GRZYBOWSKI SERGE/Chairman and CEO 400.0 329.2(6) 275.0(5) 0.0(1) 0.0(1) 5.6 675.0 400.0 184,4(2) 329.2(6) 0.0(1) 0.0(1) 6.0 729.2

CDC/Represented by A. GOSSET - GRAINVILLE/Director 0.0 0.0 0.0 90.8(3) 64.5(2) 0.0 0.0 0.0 0.0 0.0 78.8(4) 90.8(3) 0.0 0.0

ALPHANDERY EDMOND/Director 0.0 0.0 0.0 6.4 25.0 0.0 0.0 0.0 0.0 0.0 0.0 6.4 0.0 0.0

ARKWRIGHT EDWARD/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

AUTHEMAN MARC ANTOINE/Director 0.0 0.0 0.0 3.0 18.0 0.0 0.0 0.0 0.0 0.0 0.0 3.0 0.0 0.0

BAILLY OLIVIER/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

BERTHEZENE MICHEL/Director 0.0 0.0 0.0 3.0 22.5 0.0 0.0 0.0 0.0 0.0 0.0 3.0 0.0 0.0

BOUVIER CHRISTIAN/Director 0.0 0.0 0.0 24.0 24.0 0.0 0.0 0.0 0.0 0.0 19.5 24.0 0.0 0.0

BRAIDY PHILIPPE/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

CALVET JACQUES/Director 0.0 0.0 0.0 3.2 21.8 0.0 0.0 0.0 0.0 0.0 0.0 3.2 0.0 0.0

DAUBIGNARD CECILE/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 6.0 0.0 0.0 0.0

FAUGERE JEAN-PAUL/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 1.5 0.0 0.0 0.0

FAURE JARROSSON BENOIT/Director 0.0 0.0 0.0 21.4 19.5 0.0 0.0 0.0 0.0 0.0 20.5 21.4 0.0 0.0

GALLOT JÉROME/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

GAUBERT THIERRY/Director 0.0 0.0 0.0 12.0 15.0 0.0 0.0 0.0 0.0 0.0 0.0 12.0 0.0 0.0

GILLY NATHALIE/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

GLEESON THOMAS FRANCIS/Director 0.0 0.0 0.0 16.5 16.5 0.0 0.0 0.0 0.0 0.0 12.0 16.5 0.0 0.0

LAMBERT MARIE-CHRISTINE/Director 0.0 0.0 0.0 4.5 0.0 0.0 0.0 0.0 0.0 0.0 16.5 4.5 0.0 0.0

MAES BENOIT/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 4.5 0.0 0.0 0.0

MAREUSE OLIVIER/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

MUNK ALFONSO/Director 0.0 0.0 0.0 16.5 13.5 0.0 0.0 0.0 0.0 0.0 7.5 16.5 0.0 0.0

PEENE CHRISTIAN/Director 0.0 0.0 0.0 4.5 24.2 0.0 0.0 0.0 0.0 0.0 0.0 4.5 0.0 0.0

DE POULPIQUET OLIVIER/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 7.5 0.0 0.0 0.0

QUINET ALAIN/Director 0.0 0.0 0.0 15.0 0.0 0.0 0.0 0.0 0.0 0.0 7.5 15.0 0.0 0.0

SCEMAMA CELINE/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

SCHIMEL SABINE/Director 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

TOTAL 400.0 329.2 275.0 220.8 264.5 5.6 675.0 400.0 184,4 329.2 181.8 220.8 6.0 729.2

(1) After waiving Icade’s pro( t.(2) Total directors’ fees paid to CDC (including those of Olivier Bailly, Philippe Braidy, Jérôme Gallot, Alain Quinet and Sabine Schimel).(3) Total directors’ fees paid to CDC (including those of Edward Arkwright, Olivier Bailly, Philippe Braidy, Jérôme Gallot, Nathalie Gilly, Olivier Mareuse, Céline Sce mama and Sabine Schimel).(4) Total directors’ fees paid to CDC (including those of Edward Arkwright, Nathalie Gilly, Olivier Mareuse, Céline Scemama and Sabine Schimel).(5) Amount decided by the Board of Directors on 16 February 2011.(6) Amount decided by the Board of Directors on 16 February 2012.(7) Amount decided by the Board of Directors on 20 February 2013.



Each Board member owned at least one Icade share at 31 December 2012, in accordance with legal requirements.

Table summarizing remuneration, options and shares awarded to each senior executive corporate o� cer

(in thousands of euros) 2011 2012

Serge GRZYBOWSKI/Chairman and CEO

Remuneration due for the year(*) 734.8 590,4

Valuation of options awarded during the year(**) 671.4 N/A

Valuation of performance shares allocated during the year N/A 290,1

(*) Including a one-o� bonus for the S ilic operation in 2011 for 120 thousand euros .

(**) This value corresponds to the value of options and ( nancial instruments during their allocation as held within the scope of application of IFRS 2, having taken

in account, in particular, any discount associated with performance criteria and with the probability of service in the Company at the start of the acquisition

period, but prior to the e� ect of spreading of the charge under IFRS 2 over the acquisition period.

Table summarizing bene} ts (concept of employment contract, pension scheme, compensation or bene} ts owed or which may be owed due to termination or change of functions or compensation relating to non-competition clause)

Senior Executive Corporate Officers

Employment Contract

Additional pension scheme

Compensation or benefits owing or likely to be owing

due to termination or change of

functions

Compensation relating to

non-competition clause

Yes No Yes No Yes No Yes No

Serge GRZYBOWSKIChairman and Chief Executive OfficerDate of start of office: 30/11/2007Date of end of office: 31/12/201 4(*) x x x x

(*) At the end of the general meeting which will give a ruling on the accounts for the year ending 31 December 2014.

9.2.3. Compensation, pension liabilities and other bene} ts

9.2.3.1. Liabilities and benefits granted to Mr Serge Grzybowski

On 7 April 2011, the Icade Board of Directors agreed to pay Serge Grzybowski a severance payment in the event of forced departure associated with a change of control (under Article L. 233-3 of the Commercial Code) or with a strategic disagreement with the Board of Directors.

In accordance with Article L. 225-42-1 of the Commercial Code, this severance pay shall be subject to compliance with conditions related to the beneficiary’s performance in terms of value creation established at Icade level according to the procedures described below. Reference to the NPGS below means after restatement of capital gains from disposals.

a. Determining the change in the NPGS

The change in the NPGS shall be assessed by making a comparison between the last known NPGS during the calendar year preceding the date of dismissal of Serge Grzybowski (hereinafter referred to as the “last NPGS”) on the one hand, and the average of the NPGS for the two calendar years preceding the last NPGS (hereinafter referred to as the “NPGS of the reference period”).

If the last NPGS is the same as or more than the NPGS of the reference period, the payment shall be due.

b. Taking into account changes in market trends

This severance payment will be equal to:

◆ twice the total gross salary (f ixed and variable portions) received during the twelve months before his position is terminated, if he has served as Chairman and Chief Executive Officer for at least twelve months; or



◆ if the effective duration of his term as Chairman and CEO is less than 12 months, his remuneration received during the latest months of his previous term as managing director will be taken into account, in order that the Severance Payment may be calculated over a 12-month period.

Icade’s Board of Directors meeting of 7 April 2011 agreed for the Company to purchase an unemployment insurance policy for Serge Grzybowski from GSC (Garantie Sociale des Chefs et Dirigeants d’Entreprise), a French insurance association. The cost of this insurance policy was 17,001 euros for coverage for the period from 1 January to 31 December 2012.

Icade’s Board of Directors meeting of 7 April 2011 also decided to grant Serge Grzybowski a company car as per the rules defined within Icade.

9.2.3.2. Liabilities and benefits granted to other corporate officers

At 31 December 2012, no compensation is planned for the other corporate officers of Icade on termination of their directorship within the Company.

As at that same date, Icade has not given any retirement pension or similar undertaking to its corporate off icers. In addition, none of the Icade corporate officers has a company-sponsored supplemental retirement plan.

As at the date of this document, Icade has not granted any loans, advances, or guarantees to any of its corporate off icers, and neither Icade nor its subsidiaries have any agreements in place to grant benefits to Icade Board Members, except those listed in Chapter 7 D 2 of this report.

9.2.4. Stock options and bonus share allocation or purchase of shares assigned during the } nancial year to each senior executive corporate o� cer by the issuer and by any company within the Group

During the period 2007-2008, the Board of Directors adopted two plans for options for the allocation of shares, after a proposal from the Appointment and Remuneration Committee.

An initial plan 1-2008 was f inalised by the Board of Directors meeting of 30 November 2007. The beneficiaries may, with no condition for the prior achievement of economic objectives, exercise 40% of the total number of options assigned to them. The exercising of 60% of the assigned options depends on the prior achievement of economic objectives (share price and net profit Group share).

A second plan 1.2-2008 was finalised by the Board of Directors meeting of 24 July 2008. The beneficiaries may, with no condition for the prior achievement of economic objectives, exercise 80% of the total number of options assigned to them. The exercising of 20% of the assigned options depends on the prior achievement of economic objectives (over-performance of the share price in relation to the Euronext IEIF French Property index).

The following table gives the stock options and bonus shares held by Icade corporate officers following this redistribution, based on options granted according to the stock option and bonus share allocation plans described in the corresponding special report, as at 31 December 2012.

On 16 February 2012, IcadeÊs Board of Directors adopted a bonus share allocation plan for corporate officers (Article L225-185 of the Commercial Code).

Share subscription or purchase options assigned during the year to each senior executive corporate o� cer by the issuer and by any company within the Group

Bonus shares assigned to the corporate officer during the financial year

Name of senior executive

corporate officerNo. and date of plan

Number of shares assigned

during the financial year

Value of options according to the method used for the consolidated

accountsAcquisition

date Date availablePerformance

conditions

Serge GRZYBOWSKI Plan 2-20122 March 2012

5,984 290,104 € 02/03/14 03/03/16 100% of shares are subject to

achievement of current net cash

� ow objectives

Plan 1-20122 March 2012

15 NS 02/03/14 03/03/16 No conditions(accessible plan)



9.3. BOARD OF DIRECTORS’ COMMITTEES

Through a desire to be transparent and to provide information to the public, Icade has put in place the three speciali sed committees described below: The three committees are the Audit , Risk Management, and Sustainable Development Committee, the Appointments and Remuneration Committee, and the Strategy and Investment Committee.

These committees have consultative power and operate under the responsibility of the Board of Directors.

In areas falling within their jurisdiction, the function of the committees is to prepare and facilitate the work of the Board of Directors. They issue recommendations for the attention of the Board of Directors.

The committees consist of a minimum of three and a maximum of f ive members, at least two thirds of whom must be independent directors in respect of the Audit, Risks and Sustainable Development Committee, selected by the Board of Directors from among its members. Members are appointed in a personal capacity and may not have themselves represented.

9.3.1. The Audit, Risk Management and Sustainable Development Committee

Assignments

The Audit , Risk Management and Sustainable Development Committee is responsible for ensuring the accuracy and truthfulness of Icade’s annual and consolidated f inancial statements and the quality of internal audit and the information provided to shareholders and to the markets.

It assesses major risks and ensures adherence to the individual and collective values upon which Icade’s operations are founded, and the codes of conduct which all its staff must apply. Amongst these values are Icade’s specif ic responsibilities as regards protecting and improving the environment and sustainable development.

Composition and operation

The three members of the Audit, Risk Management and Sustainable Development Committee, two thirds of whom are independent directors, are Benoît Faure-Jarrosson (Committee Chairman and independent director), Marie-Christine Lambert (independent director) since 22 June 2012, replacing Alfonso Munk, and Sabine Schimel.

This Committee meets as often as it considers it necessary or appropriate, upon any kind of notice of meeting from its Chairman or, with the latter’s consent, from the Secretary of the Board of Directors.

The Committee met five times in 2012. The level of attendance of Committee members was 93.3% during this f inancial year.

9.3.2. Appointments and Remuneration Committee

Assignments

The Appointments and Remuneration Committee is responsible for assessing applications for the appointment of corporate officers and for making suggestions as regards their remuneration. It is involved in establishing the Company’s employee profit-sharing policy and for making suggestions on resolutions to grant subscription and/or purchase options for the Company’s shares to all or some of the employees and on the allotment of shares free-of-charge.


The three members of the Appointments and Remuneration Committee are Antoine Gosset-Grainville (Chairman), Benoît Maes (independent director) since 22 June 2012, replacing Marie-Christine Lambert, and Olivier de Poulpiquet (independent director) since 20 December 2012, replacing Serge Grzybowski.

This Committee meets as often as it considers it necessary or appropriate, upon any kind of notice of meeting from its Chairman or, with the latter’s consent, from the Secretary of the Committee.

The Committee met four times in 2012. The level of attendance of Committee members was 91.7% during this f inancial year.

9.3.3. Strategy and Investment Committee

Assignments

The duty of the Strategy and Investment Committee is to examine any investment or disinvestment project by the Company greater than 50 million euros and any external growth operation greater than 30 million euros. It examines the policy of development by internal growth and the strategic policies of the Group.


The five members of the Strategy and Investment Committee are Serge Grzybowski (Chairman), Olivier de Poulpiquet (independent director) since 22 June 2012, Jean-Paul Faugère since 20 December 2012, replacing Edward Arkwright, Christian Bouvier and Céline Scemama.

This Committee meets as often as it considers it necessary or appropriate, upon any kind of notice of meeting from its Chairman or, with the latter’s consent, from the Secretary of the Board of Directors.

Due to the nature of its work, this Committee meets at least once a year to give a progress report on the execution of the strategic plan.

This committee met seven times in 2012, twice with an enlarged composition of directors who wished to participate. The level of attendance of Committee members was 96.7% during this f inancial year.


ADDITIONAL INFORMATION – PERSONS RESPONSIBLE

10. Persons responsible

10.1. PERSON RESPONSIBLE FOR THIS DOCUMENT

Serge Grzybowski, Chairman and Chief Executive Officer of Icade.

10.2. DECLARATION BY THE PERSON RESPONSIBLE FOR THIS DOCUMENT

I , the undersigned, Serge Grzybowski, Chairman and Chief Executive Officer of Icade certify, having taken all reasonable measures to that end, that the information contained in this reference document, to my knowledge, conforms to reality and does not contain any omission likely to alter its scope.

I declare, to the best of my knowledge, that the financial statements are established in accordance with applicable accounting standards and give a true picture of the assets, the financial situation and the results of the Company and all of the companies included in the consolidation and that the management report (shown on pages 2-62, 64-143, 150-184, 302-318, 321-328 and 337-361) gives a true picture of the development of the business, profit/loss and the financial situation of the Company and all the companies included in the consolidation, together with a description of the main risks and uncertainties to which they are exposed.

I have obtained a letter of completion of works from the statutory auditors in which they state that they have checked the information relating to the f inancial situation and accounts given in this reference document and have read the whole document.

The consolidated f inancial statements for the year ended 317December 2012 have been the subject of a report by the statutory auditors, which is presented on pages 146-147, and which contains the following observation:

“Without calling into question the opinion expressed above, we draw your attention to the portion of Note 22 of the appendix concerning the accounting treatment used for the tax audit your company underwent with regard to the financial year 2007”.

The consolidated f inancial statements for the year ended 31 December 2012 have been the subject of a report by the statutory auditors, which is presented on pages 186-187, and which contains the following observation:

“Without calling into question the opinion expressed above, we draw your attention to the portion of Note 4.8 of the appendix concerning the accounting treatment used for the tax audit your company underwent with regard to the financial year 2007.”

The consolidated f inancial statements for the years ended 31 December 2011 and 31 December 2010 have been the subject of reports by the statutory auditors, presented on pages 138-139 of reference document no. D.12-0150 filed with the AMF on 13 March 2012, and in Chapter 4, pages 138-139 of reference document no.7D.11-0097, filed with the AMF on 7 March 2011 respectively, which contain a number of observations.

Signed in Paris on 6 March 2013

Serge Grzybowski

Chairman and Chief Executive Officer

10.3. STATUTORY AUDITORS

Principal Statutory Auditors

PricewaterhouseCoopers Audit

Member of the Compagnie Regionale des Commissaires aux Comptes de Versailles 63, rue de Villiers92200 Neuilly sur SeineNanterre Commercial and Companies Register no. 672 006 483Represented by Jean-Baptiste DeschryverDate first appointed: 22 June 2012Date of end of office: at the end of the Annual General Meeting of Shareholders ruling on the accounts for the year ended 317December 2017.

Mazars

Member of the Compagnie Regionale des Commissaires aux Comptes de VersaillesTour Exaltis61, rue Henri Regnault92400 CourbevoieNanterre Commercial and Companies Register no. 784 824 153Represented by Gilles Rainaut and Jérôme de PastorsDate first appointed: 22 March 2006Date mandate renewed: 5 April 2007Date of end of office: at the end of the Annual General Meeting of Shareholders ruling on the accounts for the year ended 317December 2012.

Deputy Statutory Auditors

Guillaume Potel

Deputy to MazarsTour Exaltis61, rue Henri Regnault92400 CourbevoieDate first appointed: 22 March 2006Date mandate renewed: 5 April 2007Date of end of office: at the end of the Annual General Meeting of Shareholders ruling on the accounts for the year ended 317December 2012.

Yves Nicolas

Deputy to PricewaterhouseCoopers Audit 63, rue de Villiers92200 Neuilly sur SeineDate first appointed: 22 June 2012Date of end of office: at the end of the Annual General Meeting of Shareholders ruling on the accounts for the year ended 317December 2017.


ADDITIONAL INFORMATION – PERSONS RESPONSIBLE

10.4. FEES OF THE LEGAL AUDITORS AND MEMBERS OF THEIR NETWORKS FOR 2011

MazarsPricewaterhouseCoopers

Audit KPMG

Amount net of tax

(in millions of euros) % EGM

Amount net of tax


Amount net of tax


2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

Audit

Auditing, certification, examination of individual and consolidated accounts

– Issuer 0.5 0.4 33.3 22.2 0.5 - 55.6 - - 0.4 - 50.0

– Fully consolidated subsidiaries 0.9 1.4 60.0 77.8 0.4 - 44.4 - 0.1 0.4 50.0 50.0

Other work and services directly related to the Statutory Auditors’ work

– Issuer 0.1 - 6.7 - - - - - 0.1 - 50.0 -

– Fully consolidated subsidiaries - - - - - - - - - - - -

Subbtotaal 11.5 1.8 1000 100 0.9 - 100 - 0.2 0.8 100 100

Other services provided by the networks to fully integrated subsidiaries

Legal, fiscal, social - - - - - - - - - - - -

Others (to be stipulated if > 10% of audit fees) - - - - - - - - - - - -

Subbtotaal - - - - - - - - - - - -

TOTAL 1.5 1.8 100 100 0.9 - 100 - 0.2 0.8 100 100

10.5. PERSONS RESPONSIBLE FOR THE FINANCIAL INFORMATION

Serge Grzybowski

Chairman and Chief Executive Officer35, rue de la Gare - 75019 ParisTelephone: [email protected]

Nathalie Palladitcheff

Member of the Executive Committee, in charge of Finance, Legal matters and IT and the Property Services Division35, rue de la Gare - 75019 ParisTelephone: 01 41 57 70 [email protected]

10.6. PERSONS RESPONSIBLE FOR SHAREHOLDER INFORMATION

Nathalie Palladitcheff

Member of the Executive Committee, in charge of Finance, Legal matters and IT and the Property Services DivisionTelephone: 01 41 57 70 [email protected]

Nicolas Dutreuil

Head of Corporate and Financing, in charge of Investor RelationsTelephone: 01 41 57 71 [email protected]


ADDITIONAL INFORMATION – INFORMATION FROM THIRD PARTIES, SURVEYDECLARATIONS AND DECLARATIONS OF INTEREST - APPRAISERS� CONDENSED�REPORT

11. Information from third parties, survey declarations and declarations of interest - appraisersµ condensed�report

11.1. GENERAL BACKGROUND OF THE VALUATION MISSION

General background

Icade has asked us, through a contract, to estimate the market value of the real estate assets of its portfolio. This condensed report, which summarizes the circumstances surrounding our engagement, was drawn up to be included in the Company’s Annual Report.

Our assignments are carried out totally independently.

Our company has no capital link with Icade.

Our company confirms that the valuations have been carried out by and under the responsibility of qualif ied appraisers and that the company has carried out its task as an independent external appraisers qualif ied for the needs of the assignment.

Our annual fees invoiced to Icade represent less than 10% of our company’s turnover recorded in the previous accounting year.

We have not identified any conflict of interest on these assignments.

The assignments comply with the AMF’s recommendation regarding the presentation of the elements of valuation and risks of the property assets of listed companies published on 87February 2010.

Current assignment

Our assignments have consisted in the estimation of the market value of the buildings as they are being used on 31 December 2012.

We would remind you here that when the client is the lessee under7the terms of a leasing contract, the Surveyor only values the assets underlying the contract and not the leasing contract. In7the7same way, when the property is owned by a special purpose vehicle company, the value of the property has been estimated based on the sale of the underlying property asset and not that of the Company.

11.2. CONDITIONS FOR PERFORMING THE ASSIGNMENT

Study elements

This mission has been carried out based on the documents and informations provided to us, which are assumed to be accurate and inclusive of all of the informations and documents in the7 CompanyÊs possession or of which the Company is aware, and are likely to have an effect on the building’s market value.

Reference frameworks

The surveyor’s due diligence and the valuations have been carried out in accordance with:

◆ nationally:

– the recommendations of the Barthès de Ruyter report on the valuation of the property assets of listed companies making public offerings for investment, published in February 2000,

– the Property Valuation Survey Charter,

– the principles set by the SIIC code of ethics;

◆ internationally, these standards being applied either as alternatives to one another or in combination:

– the Tegova (The European Group of Valuers’ Association) European valuation standards published in its “European Valuation Standards” blue guide;

– and also the standards of the Royal Institution of Chartered Surveyors’ (RICS) Red Book published in its “Appraisal and valuation manual”.

– the IVSC (International Valuation Standard Committee) provisions.

Methodology used

The valuations are based on the discounted cash flow method, the net revenue capitalization method, the developer balance sheet method and the direct comparison method.


ADDITIONAL INFORMATION – INFORMATION FROM THIRD PARTIES, SURVEYDECLARATIONS AND DECLARATIONS OF INTEREST - APPRAISERS� CONDENSED�REPORT

11.3. OVERALL MARKET VALUE ON 31 DECEMBER 2012

The overall market value corresponds to the sum of the unit values of each asset. It is calculated both after fees (after deducting duties) and before fees (market value before deducting any duties).

No. of assets appraised

No. of assets visited during the Dec. 2012

campaign

Market value excluding fees at

31/12/2012(1)


Jones Lang La Salle French offices/Healthcare 78 10 3,721

DTZ Eurexi French offices/Business parks 104 5 2,157

CBRE ValuationFrench offices/German offices/Warehouses/Housing 135 10 1,227

Catella Shops and shopping centres 42 0 483

Impact of the average values for assets appraised twice (1,134)

Non-appraised assets or assets recognized at a different value 396

TOTAL ASSETS 6,850

(1) Market value excluding duties and excluding legal duties and taxes restated from the share not held by Icade for assets held by proportionally consolidated

companies in the consolidated accounts.

11.4. GENERAL COMMENTS

These values are understood to be subject to market stability and the lack of significant modifications in the buildings between the date the valuations were carried out and the value date.

This condensed report is an inseparable element of the whole of the work carried out in respect of the valuation assignment.

Each of the four appraisers confirms the values of the properties that he appraised and may not be held responsible for the values determined by the other appraisers.

Michael Morris Philippe Dorion

President Director

Jones Lang LaSalle Expertises DTZ Eurexi

Denis François Jean-François Drouets

President President

CBRE Valuation Catella Valuation



1. Major contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364

2. Related-party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3642.1. Service-provision contracts and brand license . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3642.2. Financing contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365

3. Speci} c clauses relating to operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365

Contracts


CONTRACTS – MAJOR CONTRACTS

Chapter 12Contracts

1. Major contracts

Icade and its subsidiaries did not conclude any significant contracts, outside the normal course of business, for the unit consisting of Icade and its subsidiaries during the two years preceding the date of this report.

2. Related-party transactions

Icade and/or some of its subsidiaries concluded some contracts.

The most significant of these contracts include: service-provision contracts and a brand license between Icade and its subsidiaries; f inancing contracts; a memorandum of understanding with SNI.

The report produced by Icade’s statutor y auditors on the agreements and regulated commitments mentioned in Article L. 225-38 of the French Commercial Code, which were authorized or which continued during the year ended 31 December 2012, is reproduced in Chapter 11 of this annual report.

2.1. SERVICE-PROVISION CONTRACTS AND BRAND LICENSE

The Group has consolidated some support functions within Icade. Thus, in 2008, Icade concluded service-provision and brand licensing contracts with its subsidiaries effective 1 January 2008, which were continued in 2012.

2.1.1. Service-provision contracts

Icade undertakes for the benefit of the subsidiaries a group of services in the following areas: market studies, development, human resource management, operational communication, financial, legal and fiscal control, insurance, information systems, treasury, investments and financing.

Icade’s remuneration is determined according to actual costs (excluding taxes) incurred by Icade in performing its duties, plus a margin of 3%, split between the subsidiaries concerned using a distribution key according to the contributory consolidated revenue (excluding taxes) of the subsidiary. The amount invoiced by7 Icade for the year ended 31 December 2012, comes to 26.497million euros.

The service contracts were concluded for an indefinite period and, in principle, may be terminated by either party at the end of the current f inancial year, by giving ten days’ notice. More flexible termination procedures are provided in the event of a change of control or if the agreement were to endanger any of the companies as a result of the occurrence of certain events.

2.1.2. Brand licensing contracts

Icade grants to the subsidiaries concerned a non-exclusive right to use the name “Icade” and the “Icade” trademarks and stylized “I”, the dot of which shows the Caisse des Dépôts badge, in their company name and/or sign within the scope of their business activities, as well as the right to use the logo owned by Icade.

Icade’s remuneration amounts to 0.9% of the consolidated revenue of the company in question and, if applicable, its subsidiaries excluding taxes. The amount invoiced by Icade for the year ended 31 December 2012, comes to 10.98 million euros.

The brand license contracts were concluded for an initial period of one year, tacitly renewable annually for a further three years. The brand license contracts can be terminated annually by either party by giving at least three months’ notice before the end of the current year. Furthermore, Icade may cancel the license (I) if the other party does not carry out its obligations subject to three months’ notice, (II) immediately in the event of non-performance which adversely affects the image or interests of Icade, or (III) subject to one month’s notice, in the event of the managers of the company concerned being prohibited from or forfeiting their right to manage, or in the event of a change of control of Icade.


CONTRACTS – RELATED-PARTY TRANSACTIONS

2.2. FINANCING CONTRACTS

The following table lists the financing contracts concluded between Icade and/or its subsidiaries and the companies related to it, for which the outstanding capital as of 31 December 2012 is more than 5 million euros.

Borrower Lender

Amount (in millions

of euros) Begin date End date

Outstandingas of

31/12/2012 (in thousands

of euros)Reference

Rate

Marginor rate

(as a %)

Icade Dexia CLF 143.37 15/01/2009 05/03/2026 119,400.85 Fixed 4.22

Icade Dexia Crédit Local 150 17/09/2008 31/07/2015 150,000.00 Euribor 0.72


Icade Dexia Crédit Local 32.50 17/10/2005 02/11/2015 9,750.00 Euribor 0.30




317,274.83

Borrower Lender

Amount (in millions

of euros) Start date End date

Outstandingas at

31/12/2012 (in thousands

of euros)Reference

Rate

Marginor rate

(as a %)

Silic Icade 350 30/07/2012 19/07/2017 350,000.00 Euribor *

350,000.00

* Variable as a function of Sislic’s LTV

3. Speci} c clauses relating to operations

None.



Statutory Auditors’ special report on related party agreements and commitmentsStatutory Auditors’ special report on related party agreements and commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368


STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

Chapter 13

This is a free translation into English of the Statutory Auditors’ special report on related party agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.


In our capacity as Statutory Auditors of Icade, we hereby report to you on related party agreements and commitments.

It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements and commitments that have been disclosed to us or that we may have identif ied as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Pursuant to the article R. 225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements and commitments are appropriate and should be approved.

Where applicable it is also our responsibility to provide shareholders with the information required by article R. 225-31 of the French Commercial Code in relation to the implementation during the year of agreements and commitments already approved by the Annual General Meeting.

We performed the procedures that we deem necessary for this task in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us agree with the underlying documents.

AGREEMENTS AND COMMITMENTS TO BE SUBMITTED FOR THE APPROVAL OF THE ANNUAL GENERAL MEETING

Agreements and commitments authorized during the year

Pursuant to the provisions of article L. 225-40 of the French Commercial Code, we were informed of the agreements and commitment which received the prior approval of your board of Directors.

1. Implementation of two specific financing loans with Silic

The Board of Directors of 22 June 2012 approved the implementation of two specific f inancing loans:

(i) one loan of €350 million, for a period of 5 years, for which the interest paid is based on Euribor 3M plus a margin determined by the level of the Loan To Value ratio. The purpose of this loan is to enable Silic to manage its f inancing deadlines of the second half of the year 2012; and

(ii) one advance of €50 million, one year-long, for which the interest paid is based on Euribor 3M plus a margin determined by the level of Loan To Value ratio. The purpose of this advance is to provide Silic the financial flexibility in line with its short-term commitments.

Statutory Auditors’ special report on related party agreements and commitmentsANNUAL GENERAL MEETING FOR THE APPROVAL OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012



The income recorded by Icade related to these agreements for the year 2012 amounted respectively to €4,246,842 and €216,667.

Directors concerned: Caisse des Dépôts, Edward Arkwright, Nathalie Gilly, Olivier Mareuse, C éline Scemama, Sabine Schimel and Serge Grzybowski.

2. Repurchase by the CDC of 29% stake in SAS PNE hold by Icade Promotion

The engagement committee of Caisse des Dépôts has confirmed, during the meeting held 12 December 2012, the repurchase by the CDC of 29% of the share capital in SAS PNE hold by Icade promotion for €1, including the balance of the current account with Icade (estimated around 4 million euros).

In the meantime, in order to comply with legal obligations, a part of the related current account will be capitalized through a share capital increase to satisfy with the legal minimum level of net equity of the SAS PNE.

The Board of Directors of Icade held 20 December 2012 approved the sale, by Icade Promotion to the CDC, of the 29% of the share capital of SAS PNE for €1, including the balance of the current account with Icade Promotion (estimated about 4 million euros).

Directors concerned: Caisse des Dépôts, Nathalie Gilly, Olivier Mareuse, C éline Scemama and Sabine Schimel.

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE ANNUAL GENERAL MEETING

Agreements and commitments approved in previous years

Pursuant to provisions of the article R. 225-30 of the French Commercial Code, we were informed that the following agreements and commitments, approved by the Annual General Meeting in previous years, remained in force during the year ended 31 December 2012.

a) Of which the execution continued during the financial year

1. Benefit of an insurance contract in favour of your Chairman and CEO

The Board of Directors of 7 April 2011 approved the benefit, for your Chairman and CEO benefits, of an unemployment insurance dedicated to corporate officers. The cost recorded for this agreement in 2012 is €17,001.

Director concerned: Mr. Serge Grzybowski.

2. Signing of a protocol and firm offering letter with a view to a combination between Icade and Silic

The Board of Directors of 12 December 2011 approved, in the context of the targeted combination of Icade and Silic, the signing of the protocol between Caisse des Dépôts, Groupama and Icade, the signing of a f irm offering letter, and the execution of operations planned into, and gave the authorization to the CEO, with an option of sub-delegation, to negotiate, f inalize and sign the letter of offer, given that any change in the terms of the public offering, this must be re-approved by the Board of Directors before its f iling to the Autorité des Marchés Financiers.

The protocol and firm offering letter were signed on 13 December 2011 and 22 December 2011, respectively.

Directors concerned: Caisse des Dépôts represented by Mr. Antoine Gosset-Grainville, Mr. Edward Arkwright, Mrs. Nathalie Gilly, Mr.�Olivier�Mareuse, Mrs. Céline Scemama and Mrs. Sabine Schimel.



b) Without execution during the financial year

3. Allocation of a severance payment to your Chairman/CEO

In case of a forced departure related to a change of control or related to a strategic disagreement with the Board of Directors, your Chairman – CEO will receive a severance benefit determined as twice of the amount of his total gross retribution (f ixed and variable) received over the 12 months prior to his departure.

Pursuant to Article L. 225-42-1 of the Commercial Code, the severance benefit will be calculated upon fulfillment of a performance criteria: the severance benefit will be paid if the latest Group net income per share (GNIS) for the financial year previous the departure is greater than or equal to the average GNIS for the two previous financial years (GNIS: Group Net Income per share as communicated in the consolidated financial statements, and after adjustment related to net proceeds from asset disposals).

Director concerned: Mr. Serge Grzybowski.






Documents accessible to the public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372

Documents accessible to the public


DOCUMENTS ACCESSIBLE TO�THE PUBLIC

Chapter 14Documents accessible to7the publicThe Articles of Association, minutes of General Meetings and other corporate documents of Icade, as well as historical financial information and any valuation or declaration produced by an expert at Icade’s request to be made available to shareholders in accordance with applicable legislation, may be consulted at Icade’s registered office.

Regulated information as defined under Article 221-3 of the Financial Markets Authority’s (AMF) general regulations is available on Icade’s website at http://www.icade.fr


Annual information document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374

Annual information document


ANNUAL INFORMATION DOCUMENT

Chapter 15Annual information document

EntitiesPublication or filing date Type of document

Paris Court Clerk(1) 03/01/2012 Director resignation

Director co-option

25/01/2012 Capital increase

Prescribed amendments

04/05/2012 The clerk of the Commercial Court of Paris filed the merger/absorption agreement of Icade Services by the Icade company



19/07/2012 Filing the Annual Accounts

Filing the Annual Accounts (Consolidated)

23/07/2012 Directorship renewal

Director appointments

Change of statutory auditors regular and alternate

Capital increase and decrease authorization

Director resignation

Director co-option

Capital increase




25/10/2012 SCI PDM3 merger project

08/11/2012 BODACC advertising certificate

BALO(2) 20/02/2012 Notice of the General Shareholders Meeting of 26 March 2012

09/03/2012 Convening of the General Shareholders Meeting of 26 March 2012

04/05/2012 Notice of simplified merger project between Icade (absorber) and Icade Service (absorbed)

16/05/2012 Notice of the General Shareholders Meeting of 22 June 2012

06/06/2012 Convening of the General Shareholders Meeting of 22 June 2012

01/08/2012 Periodic publication of Annual Accounts




Legal announcements newspaper

17/01/2012 Official announcements: Capital increase

09/03/2012 and 10/03/2012

Companies Special Journal General Shareholders Meeting of 26/03/2012

16/05/2012 Official announcements: Capital increase

05/06/2012 Companies Special Journal: General Shareholders Meeting of 22/06/2012

19/07/2012 Official announcements: Director nominations

Official announcements: Nomination of regular statutory auditors

Official announcements: Nomination of alternate statutory auditors

Official announcements: Director resignation (BOD 22/06/2012)

Official announcements: Director co-option (BOD 22/06/2012)

Official announcements: Capital increase (BOD 22/06/2012)

30/07/2012 Official announcements: Capital increase (BOD 25/07/2012)

Financial press 20/02/2012 Les Échos: Annual results

20/02/2012 Les Échos: General Shareholders Meeting of 26/03/2012

16/05/2012 Les Échos: General Shareholders Meeting of 22/06/2012

27/07/2012 Les Échos: 2012 semi-annual results

Icade company’s website (press release)(3)

05/01/2012 Monthly report on total number of shares and voting rights comprising the capital stock

18/01/2012 Icade an Altarea Cogedim sell a 12,400 m2 office building to Foncière Investissement, a subsidiary of the Crédit Mutuel Arkéa Group located in Lyon Gerland

26/01/2012 Two marketing successes for Icade in Boulogne and Aubervilliers

07/02/2012 Monthly report on total number of shares and voting rights comprising capital stock

16/02/2012 Combination of Icade and SilicOffer by Groupama of the balance if its investment in Silic

16/02/2012 Annual resultsA current net cash flow of 223 million euros above 28% for the year 2011

20/02/2012 Half-yearly review of liquidity contract with Rothschild & Cie Banque

27/02/2012 Signing of an agreement for the sale of Icade Résidences Services in Nexity

27/02/2012 Terms of availability or consultation of the preparatory documents for the annual shareholders’ meeting of 26 March 2012


14/03/2012 Combination of Icade with SilicFiling by Icade of its public offer project on Silic with the Financial Markets Authority (AMF)

16/03/2012 Availability of the President’s report on the terms of preparation and organization of the BOD works and on the internal control procedures.

16/03/2012 Availability of the table of fees of of legal controllers of accounts and members of their networks for the year 2011

19/03/2012 Icade places the 1st foundation stone for the UrbaGreen offices at Joinville-le-Pont (94)





28/03/2012 Annual shareholders’ meeting of 26 March 2012: result of the vote resolution by resolution


11/04/2012 Initial public offering of Icade Santé

26/04/2012 The Financial Markets Authority declares conformance of the Icade public offer on Silic

26/04/2012 Public exchange offer targeting the actions of Silic and public offer targeting settled bonds in cash and/or new and/or existing shares (ORNANEs) issued by Silic

26/04/2012 Updating of the reference document


11/05/2012 Recourse against the public exchange offer on Silic

14/05/2012 Activity for the 1st quarter of 2012

24/05/2012 Terms of availability or consultation of the preparatory documents for the annual shareholders’ meeting of 22 June 2012


25/06/2012 Annual shareholders’ meeting of 22 June 2012: result of the vote resolution by resolution

25/06/2012 Description of Icade’s programme to purchase its own shares authorised by the General Shareholders Meeting on 22 June 2012

26/06/2012 Action for annulment of the AMF (Financial Markets Authority) conformity decision relating to the Icade public offer on Silic Setting of the procedure schedule by the Paris Court of Appeal

26/06/2012 Icade opens the Pierre Curie residence in CenonIn the spirit of diversity and energy performance

27/06/2012 Icade and the Caisse d’Épargne Aquitaine Poitou-Charentes lay the first foundation stone of Monnaie-Gouverneurs in BayonneWhen heritage goes hand in hand with modernity!

29/06/2012 Opening of the Cité sanitaire of Saint-Nazaire

05/07/2012 Semi-annual review of liquidity contract with Rothschild & Cie Banque


12/07/2012 Icade opens the student residence Euro 13 in Marseille

16/07/2012 The Caisse des Dépôts and Icade formally deny the rumours of the revision of the exchange parity of the Icade offer targeting the Silic shares

23/07/2012 Icade signs a banking Club Deal of 1.55 billion euros

25/07/2012 Semi-annual results. A current net cash flow of 113 million euros above 13% for the first half of 2012


30/08/2012 Le Millénaire shopping centre continues its progress






17/09/2012 Icade launches the restoration of “Les Dock’s” program in Strasbourg (67)

18/09/2012 Icade displays an information campaign on sustainable development on the trams in7Nantes (44)

21/09/2012 Icade signs an HQE Aménagement (High Environmental Quality in planning) agreement – an approach certified by Certivéa for “Le Parc des Closbilles” in Cergy (95)

21/09/2012 Icade lays the first foundation stone for the restoration of the “250” office building in La Madeleine (59)


10/10/2012 Icade Santé acquires 3 clinics from the CLINIPOLE Group

23/10/2012 The RATP and Icade laid the first foundation stone of “Le Garance – Lagny Pyrénées” operation in Paris (20th)

24/10/2012 Activity for the 3rd quarter of 2012

06/11/2012 Icade Counsel develops its offer of services


22/11/2012 Icade and Codic sell the “Start” building in the heart of St Quentin en Yvelines (78)

26/11/2012 Icade sold the “250” office building in Lille – La Madeleine to the SCPI Notapierre, Unofi Group

28/11/2012 New capital increase for Icade Santé and continuation of its development


(1) http://www.infogre� e.fr/infogre� e/index.jsp

(2) http:// www.journal-oP ciel.gouv fr/balo

(3) http://www.icade.fr



Correspondence table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380

Correspondence table


CORRESPONDENCE TABLE

Chapter 16Correspondence table

Topics (headings of Appendix 1 of European Regulation no. 809/2004) Institutional specification

Legal and financialspecification

1. Perrsoons responsibble

1.1 Name and position of persons responsible – Chap. 11 § 10, p. 358

1.2 Declaration from persons responsible – Chap. 11 § 10.2, p. 358 Chap. 11 § 10.3, p. 358 Chap. 11 § 11, p. 360

2. Staatutory Auditors – Chap. 11 § 10.3, p. 358 Chap. 11 § 10.4, p. 359

3. Sellected financial information 43 to 49 –

4. Rissk ffactors –

4.1 Legal risks Chap. 11 § 7.1, p. 321 Chap. 11 § 6.2, p. 321

4.2 Industrial and environmental risks Chap. 11 § 7.2, p. 323

4.3 Operational risks Chap. 11 § 7.4, p. 324

4.4 Liquidity and covenant risks Chap. 1 § 4.3.3, p. 62 Chap. 3 § 26, p. 121Chap. 11 § 7.6, p. 327 Chap. 3 notes 23.2 and 23.3, p. 114 and 115 3 note 26.1, p. 121

4.5 Market risks – Interest rates Chap. 3 § 26.2, p. 123 Chap. 11 § 7.7.1, p. 327 Chap. 1 § 4.3.3, p. 62

4.6 Market risks – Foreign exchange Chap. 3 § 26, p. 121

4.7 Market risks – Equities Chap. 11 § 7.7.3, p. 328

4.8 Credit derivatives Not applicable

4.9 Insurance – Disputes Chap. 11 § 6.1, p. 319 Chap. 11 § 6.2, p. 321 3 note 22, p. 112

5. Inffoormmation aboutt the issuer

5.1 History and development of the Company 3 to 11 –

5.1.1 Company name and trading name of issuer Chap. 11 § 1.1.1, p. 300

5.1.2 Place of registration and registration number of issuer Chap. 11 § 1.1.2, p. 300

5.1.3 Date of constitution and term of issuer Chap. 11 § 1.1.3, p. 300

5.1.4 Registered office, legal form of the issuer, legislation governing its activities, country of origin, address and telephone number of its registered office

Chap. 11 § 1.1.4, p. 300

5.1.5 Important events in the development of the issuer’s activities

Chap. 1 § 2.2.1, p. 5





5.2 Investments – Chap. 11 § 7.4.7, p. 325

5.2.1 Description of the principal investments (including amounts) made by the issuer during each year of the period covered by the historical financial information, up to the date of the registration document

– Chap. 1 § 2.2.1, p. 5 Chap. 1 § 2.5.1.2, p. 20 Chap. 1 § 2.5.1.1, p. 19

5.2.2 Description of the issuer’s main investments in progress, including the geographical distribution of these investments (both domestically and abroad) and their method of funding inernal and external)

– Chap. 1 § 2.5.2.1, p. 32 Chap. 1 § 2.5.2.2, p. 34Chap 1 § 2.5.1.4, p.30-31

5.2.3 Provide information concerning the main investments that the issuer intends to make in the future and for which its management bodies have already made firm commitments

–

6. Bussinness overvieww

6.1 Main activities 12 to 49 Chap. 1 § 2.5, p. 19

6.2 Principal markets – Chap. 1 § 2.4, p. 12

6.3 Exceptional events – –

6.4 Extent to which the issuer is dependent on patents, licenses, industrial, commercial or financial contracts or new manufacturing processes

Not concerned Not concerned

6.5 The basis for any statements made by the issuer regarding its competitive position

– Chap. 1 § 2.4, p. 12

7. Orggannizational strructure

7.1 Brief description of the Group 66 Chap. 1 § 3.1, p. 46

7.2 List of significant subsidiaries 66 Chap. 5 § 8.6, p. 182 Chap. 11 § 1.5.1, p. 312

8. Proopeerty, plant annd equipmennt

8.1 Existing or planned material tangible fixed assets 13 Chap. 1 § 3.1, p. 46 3 note 10, p. 97

8.2 Environmental issues that may affect the use of the tangible fixed assets

15, 17, 21, 25, 31, 35 Chap. 11 § 7.1, p. 321, and 7.2, p. 323Chap. 9 § 1, p. 213Chap. 9 § 2.2.1, p. 232Chap. 9 § 20.6, p. 240-241-242Chap. 9 § 29.2, p. 256Chap. 9 § 29.3, p. 257Chap. 9 § 31, p. 265

9. Exaammination of thhe financial ppoosittion

9.1 Financial position 43 to 49 Chap. 3, p. 68

9.2 Operating profit 48 Chap. 3 § 3, p. 85

10. Cassh flow and cappital resourccess

10.1 Information concerning capital resources – Chap. 3 (Table of changes on consolidated capital and reserves), p. 72 Chap. 3 § 20, p. 110





10.2 Sources and amounts of cash flow – Chap. 1 § 2.5, p. 19Chap. 1 § 2, p. 5Chap. 3 (Table ofconsolidated cash flow),p. 71Chap. 3 § 3, p. 85

10.3 Information on borrowing requirements and financing structure

– Chap. 1 § 4.2, 4.3, p. 59and 61Chap. 3 § 23, p.114

10.4 Restrictions on the use of capital resources that have materially affected, or could materially affect the Company’s operations

– Chap. 3 § 20, p. 110Chap. 11 § 1.3.1.1, p. 302

10.5 Sources of expected funds needed to fulfill firm investment commitments made by the managers and planned tangible fixed assets

– Chap. 3, p. 68 Chap. 3 note 26.1, p. 121

11. Resseaarch and devvelopment, ppattennts and licensess None None

12. Treendd informationn Chap. 1 § 2.3, p. 11

13. Proofitt forecasts orr estimates None None

14. Boaardd of Directorss and Seniorr MMannagement

14.1 Information on the members of the Board of Directors and Senior Management

51 to 55 Chap. 11 § 10, p. 358

14.2 Conflicts of interest – Chap. 11 § 9.1.3, p. 353

15. Remmuuneration andd benefits

15.1 Amount of remuneration paid and benefits in kind

– Chap. 3 § 33, p. 135 Chap. 5 § 8.4, p. 181 Chap. 7 § 1.6, p. 198 Chap. 11 § 9.2, p. 353

15.2 Amount set aside or accrued to provide pension, retirement or similar benefits

– Chap. 11 § 9.2.2, p. 353 Chap. 11 § 9.2.3, p. 355

16. Boaardd operating ppractices

16.1 Date of expiry of current terms of office – Chap. 11 § 9.1.1.2, p. 338

16.2 Service contracts binding the members of the Board of Directors

None None

16.3 Information about the Committees 53 ,55 Chap. 7 § 2, p. 201 Chap. 11 § 9.3, p. 357

16.4 Statement of compliance with the corporate governance regime

– Chap. 11 § 9.1.1.1, p. 337

17. Emmplooyees 56 ,57

17.1 Number of employees – Chap. 5 § 8.5, p. 181Chap. 9 § 2.1.1, p. 222

17.2 Shareholdings and stock options of corporate officers – Chap. 7 § 1.6, p. 198 Chap. 11 § 8.1.2, p. 329 Chap. 11 § 9.2.4, p. 356

17.3 Agreement for employees’ shareholding scheme – Chap. 3 § 29, p. 128 Chap. 5 § 3.16, p. 159Chap. 9 § 3.4, p. 225





18. Maain shareholderss

18.1 Shareholders holding more than 5% of the share capital or7voting rights

65 Chap. 11 § 1.4.1, p. 309

18.2 Existence of different voting rights None None

18.3 Control of the issuer – Chap. 11 § 1.4, p. 309

18.4 Any agreement, known to the issuer, the operation of which may7at a subsequent date result in a change of control

– Chap. 11 § 1.4.3, p. 311

19. Rellateed-party trannsactions – Chap. 12 § 2, p. 364

20. Finnanncial informattion concernninng the issuer’s asssets, financiaal pposition and profits and lossees

20.1 Historical financial information 43 to 49 Chap. 2, p. 64Chap. 3, p. 68

20.2 Pro forma financial information None None

20.3 Company accounts – Chap. 5, p. 150

20.4 Auditing of historical annual financial information – Chap. 4, p. 146 Chap. 6, p. 186

20.5 Date of latest financial information – Chap. 2, p. 64

20.6 Interim information and other financial information None None

20.7 Dividend distribution policy – Chap. 3 consolidated financial statements note 20, p. 110Chap. 11 § 4, p. 316

20.8 Legal and arbitration proceedings – Chap. 11 § 6.2, p. 321

20.9 Significant change in the financial or trading position – Chap. 1 § 2, p. 5

21. Adddittional information

21.1 Share capital – p. 110, 165, 302

21.1.1 Amount of subscribed capital and, in respect of each category of shares:

a) the number of authorized shares; Chap. 11 § 1.3.1.2, p. 303

b) the number of shares issued and fully paid and the number of shares issued but not fully paid;

Chap. 5 § 4.6, p. 165

c) the nominal value per share, or the fact that the shares have no nominal value; and

Chap. 3 note 20, p. 110

d) a comparison between the number of shares in circulation on the opening and closing date of the year. If more than 10% of the capital was paid up using assets other than cash during the period covered by the historical financial information, specify;

Chap. 5 § 4.6, p. 165 Chap. 11 § 1.3.1.8, p. 308

21.1.2 Shares not representing capital, number and principal characteristics;

Not applicable

21.1.3 Number, book value and nominal value of shares held by the issuer itself or in its name or by its subsidiaries;

Chap. 5 § 4.6, p. 165 Chap. 11 § 1.3.1.4, p. 304 Chap. 11 § 1.4.1, p. 309

21.1.4 Value of convertible or exchangeable securities or those with warrants, mentioning conversion, exchange or subscription conditions and procedures;

Chap. 3 § 20, p. 110

21.1.5 Information on conditions governing any rights of acquisition and/or any obligation relating to the subscribed, but not paid, capital, or any company aiming to increase the capital;

Not applicable





21.1.6 Information on the capital of any member of the Group subject to an option or conditional or unconditional agreement intended to place it under option and the details of these options, including the identity of any persons to whom they relate;

Chap. 11 § 1.3.1.6, p. 305 Chap. 11 § 8.1.2, p. 329

21.1.7 Historical review of share capital for the period covered by the historical financial information, clearly showing any and all changes that have taken place

Chap. 11 § 1.3.1.7, p. 306 Chap. 11 § 1.3.1.8, p. 308

21.2 Memorandum and Articles of Association –

21.2.1 Corporate object of the issuer Chap. 11 § 1.2.1, p. 300

21.2.2 Summary of the provisions of the issuer’s Memorandum, Articles of Association, charter or rules regarding the members of its administrative, management and supervisory bodies

Chap. 11 § 1.2, p. 300Chap. 11 § 9.1.2.1, p. 351 Chap. 11 § 9.3, p. 357

21.2.3 Rights, privileges and restrictions related to each category of existing shares

Chap. 11 § 1.2.2, p. 301

21.2.4 Shares necessary to change shareholder rights and where the conditions are stricter than as7provided for by law

Not applicable

21.2.5 Conditions governing the way in which the Annual General Meetings and Extraordinary General Meetings of shareholders are convened, including admission conditions

Chap. 11 § 1.2.3, p. 301

21.2.6 Provisions of the issuer’s Memorandum, Articles of Association, charter or rules that could delay, defer or prevent a change in control

Not applicable

21.2.7 Provisions of the Memorandum, Articles of Association, charter or rules establishing a threshold above which any holding must be disclosed

Chap. 11 § 1.3.1.9, p. 309

21.2.8 Conditions, imposed by the Memorandum and the Articles of Association, charter or rules governing changes to capital where these conditions are stricter than the law stipulates

Not applicable

22. Majorr contracts – Chap. 12 § 1, p. 364

23. Thiird--party informmation, stateemmennts by experts aand decclarations of intterest

– Chap. 11 § 11, p. 360

24. Doccumments Accesssible to thee PPubblic – Chap. 14, p. 372

25. Infoformmation on hooldings – Chap. 11 § 1.5, p. 312



THEME-BASED TABLE OF THE FINANCIAL REPORT

The theme-based table below enables identif ication of the information required by the French Financial Markets Authority, in respect of the annual f inancial report, in accordance with article 212-13 VI of its General Regulations.

Topics (in compliance with article 222-3 of AMF Regulations) Legal and financial specification

1. AAnnuuall accounts Chap. 5, p. 150

2. CConssollidated accouunts Chap. 3, p. 68

3. MManagement reporrt

3.1 Analysis and comments on business activities and results

3.1.A Accounting policies, scope of consolidation Chap. 1 § 2.1, p. 5

3.1.B Highlights, key figures 2010 Chap. 1 § 2.2, p. 5

3.1.C Business activities and results 2010 Chap. 1 § 2.5, p. 19

3.2 Net asset value Chap. 1 § 3, p. 46

3.3 Financial resources Chap. 1 § 4, p. 58

3.4 Social, environmental and R&D information Chap. 9 § 1, p. 212Chap. 9 Annex 1, p. 278Chap. 9 Annex 2, p. 279Chap. 9 § 2, p. 221

3.5 Description of principal risks Chap. 11 § 7, p. 321

3.6 Governance Chap. 11 § 10, p. 358

3.7 Share capital and securities transactions Chap. 11 § 1, p. 300

3.8 Outlook Chap. 1 § 2.3, p. 11

4. CChaiirmman’s statement Chap. 11 § 11.2, p. 300

5. RRepoortt of the Statuttory Auditors onn the annual acccounts aand connsolidated acccounts

Chap. 4, p. 146Chap. 6, p. 186

This reference document was filed with the Autorité des marchés financiers on 7 March 2013, in accordance with Article 212-13 of its General Regulations. It may be used to support a financial transaction if accompanied by an operation notice approved by the AMF. This document has been prepared by the issuer and its signatories therefore assume responsibility.

Copies of this reference document are available free of charge from the Company (35 rue de la Gare – 75019 Paris) and on Icade’s website (www.icade.fr) and the AMF’s website (www.amf-france.org).

Market listingsIcade’s shares are listed on Euronext ParisCode: FR0000035081 – ICADFinancial information and investor relationsNathalie Palladitcheff – Member of Icade’s Executive Committee,Head of finance, legal matters and IT and Head of the Property Services divisionTel.: +33 (0)1 41 57 70 12 – E-mail: [email protected] Dutreuil – Head of Corporate and Financing, in charge of Investor RelationsTel.: +33 (0)1 41 57 71 50 – E-mail: [email protected] Icade’s Key Accounts, Institutional Relations and Communications Department – March 2013

Photo and image credits: Icade photo library/Icade archives, F. Achdou, Beal and Blanckaert, BDVA, J-P. Caulliez, Chaix & Morel, Y. Chanoit, C. Coignard, Calq, Fassio-Viaud, M. Favaro, Dietmar Feightinger, E. Fernault, A. Gilbert, P. Guignard, J-P. Houdry, Groupe 6 architectes associés, G. Heintz/A.S Kehr, E. Lechangeur, A. Longeaud, R. Meigneux, B. Metra, MVRDV, J. Millet, M. Mimram, G. Perret, Richez et associés, M. Roche, E. Roger, E. Sempe, Sud architectes, J-P. Viguier, F. Urquijo, 11h45, DC. Design and production of the corporate section: Design and the production of the financial and legal report section:

Icade – Millénaire 1 – 35, rue de la Gare – 75019 ParisA French société anonyme capitalized at €79,263,666.20 Paris Commercial and Companies Register No. 582 074 944www.icade.fr

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