Investor news

NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING, December 8, 2016

04 Nov 2016

The shareholders of the Company are hereby invited to attend the extraordinary shareholders’ meeting of the Company which shall take place at the offices of Argo Advocaten BCVBA at City Link – fifth floor, Posthofbrug 12, 2600 Antwerp, on 8 December 2016 at 10am, with the following agenda and proposed resolutions:

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Public offering in Belgium of bonds for an expected amount of minimum € 150 million and maximum of € 225 million

07 Sep 2016

VGP NV announces that it makes a public offer in Belgium of retail bonds due 21 September 2023 for an expected amount of minimum € 150 million and maximum € 225 million.

The fixed rate of the bonds is 3.90% (gross) per year. The net yield equals 2.847% per year.

The bonds will be issued in denomination of € 1,000. The subscription period runs from 9 September 2016 until and including 15 September 2016, subject to early closing. The issue date is planned on 21 September 2016. Application has been made for the bonds to be listed on the regulated market
Euronext Brussels and to be admitted to trading on the regulated market of Euronext Brussels.

KBC Bank NV will act as sole manager and bookrunner for this issuance.

A full prospectus detailing the transaction and its terms, drawn up in Dutch and English, as well as a French translation of the summary of such prospectus, can be obtained free of charge as from 7 September 2016 (before opening of the stock exchange) from VGP NV’s head office, and may be
consulted as from 7 September 2016 on the VGP NV website (www.vgpparks.eu) and in each branch of KBC Bank or CBC Banque, Bolero (www.bolero.be),
via the Regional Advice Centres and on the website (www.kbc.be/vgp).

The proceeds of the bonds will be used to finance the development of new projects in our new market Spain, to finance the purchase of a logistics project in Barcelona consisting of an income generating property leased to a blue chip tenant and additional development land on a prime location (for € 100 million in total), and furthermore to finance the development of new projects on development land (for the remaining € 150 million).


Half year results 2016

22 Aug 2016

  • Profit for the period of € 42.7 million (+ € 10.5 million compared to 30 June 2015)
  • 18.6% increase of committed annualised rental income to € 45.0 million[1] (+ € 7.0 million compared to 31 December 2015)
  • 87.5% growth in gross rental income (+ € 6.1 million) to € 13.1 million
  • The signed committed lease agreements represent a total of 865,855 m² [2] of lettable area with the weighted average term of the committed leases standing at 7.4 years as at the end of June 2016 (7.5 years as at 31 December 2015)
  • 7 projects delivered during the first half of 2016 representing 139,955 m² of lettable area
  • In addition 17 projects under construction representing 384,612 m² of future lettable area
  • 597,000 m² of new development land plots acquired and 600,000 m² new land plots under option to support the development pipeline and which are expected to be acquired during the second half of 2016
  • Net valuation gain on the investment portfolio reaches € 65.1 million (against € 48.1 million at the end of June 2015)
  • Establishment of a 50/50 joint venture (VGP European Logistics) with Allianz Real Estate and acquisition by the joint venture of the initial seed portfolio consisting of 15 parks from VGP for a transaction value in excess of € 500 million
  • During the second half of the year there are a number of large transactions in the pipeline, which, if successfully completed, will have a significant positive impact on the annualised rental income and the weighted average term of the committed leases

[1] Including VGP European Logistics (joint venture with Allianz Real Estate). As at 30 June 2016 the committed annualised rent income for VGP European Logistics stood at € 33.6 million.
[2] Including VGP European Logistics. As at 30 June 2016 the committed lease agreements of VGP European Logistics represent 655,568 m² of lettable area having a weighted average term of 7.5 years.

Summary

During the first half of 2016 VGP continued to perform strongly with development and leasing activities breaking previous record levels.

In order to sustain its growth over the medium term VGP entered into a 50/50 joint venture with Allianz Real Estate (VGP European Logistics) during the first quarter of 2016. The new joint venture will have an exclusive right of first refusal in relation to acquiring the income generating assets developed by VGP and located in Germany, the Czech Republic, Slovakia and Hungary. VGP will continue to service the joint venture as asset-, property- and development manager.

At the end of May 2016, VGP European Logistics completed the acquisition of the initial seed portfolio from VGP which consisted of 15 parks located in Germany (8 parks), the Czech Republic (4 parks), Slovakia (1 park) and Hungary (2 parks) and comprised 28 logistic and semi-industrial buildings which are almost 100% occupied and are of high quality having for the majority been built over the last two years

The acquisition of the initial seed portfolio marks the start of a long term venture with Allianz Real Estate in Germany, the Czech Republic, Slovakia and Hungary. It is the intention of both partners to grow their venture exponentially in the near future.

During the first half of 2016 VGP’s activities can be summarised as follows:

  • The operating activities resulted in a net profit of € 42.7 million (€ 2.30 per share) for the period ended 30 June 2016 compared to a net profit of € 32.2 million (€ 1.73 per share) as at 30 June 2015.
  • The net profit included the adverse effects of the long term interest rates which after the Brexit fell to bottom level and which resulted in an unrealised loss on interest rate derivatives of € 6.4 million as at 30 June 2016.
  • The increase in demand of lettable area resulted in the signing of new lease contracts in excess of € 9.0 million in total of which € 7.0 million related to new leases and € 2.0 million related to the renewal of existing leases.
  • The Group’s property portfolio reached an occupancy rate of 97.8% at the end of June 2016 (including the VGP European Logistics joint venture) compared to 97.3% at the end of December 2015. The occupancy rate of the VGP European Logistics joint venture’s portfolio reached 99.2% at the end of June 2016.
  • The investment property portfolio currently consists of 10 completed buildings representing 130,321 m² of lettable area with another 17 buildings under construction representing 384,612 m² of lettable area.
  • Besides this VGP partially owns through its VGP European Logistics joint venture another 31 buildings[1] which represent 561,306 m² of lettable area and for which asset-, property and facility management services are provided by the VGP Group.
  • The net valuation of the property portfolio as at 30 June 2016 included a EUR 22.1 million realised valuation gain on the disposal of the property portfolio to the VGP Europe Logistics joint venture (jointly held with Allianz Real Estate) of which the first closing took place on 31 May 2016.
  • Following the completion of the acquisition of the initial seed portfolio by the VGP European Logistics joint venture, the board of directors approved the redemption on 1 June 2016 of all issued hybrid securities against a price equal to the issue price (in total € 60 million) plus the interest accrued (€ 3.0 million) from the issue date of each Security, after complying with the conflict of interest procedure in accordance with article 523 of the Belgian Companies Code.

Gross rental income up 87.5% to € 13.1 million

The gross rental income reflects the full impact of the income generating assets delivered during 2016 and the deconsolidation of VGP European Logistics portfolio. This newly established joint venture with Allianz Real Estate acquired 15 parks from VGP at the end of May 2016. The gross rental income for the period ending 30 June 2016 increased by 87.5% to 13.1 million compared to € 7.0 million for the period ending 30 June 2015 compared to € 6.7 million for the period ending 30 June 2015.

The gross rental income of the VGP European Logistics portfolio for the period January 2016 to 31 May 2016 was EUR 9.4 million.

Committed annualised rental income increases to € 45.0 million

Supported by the continued increase in demand for lettable space in almost all of its markets VGP signed 29 new leases during the first half year. These contracts represent in total more than € 9.0 million annualised rental income of which € 7.0 million (19 lease agreements) relate to new leases and € 2.0 million (10 lease agreements) relate to the renewal of existing leases.

The annualised committed leases therefore increased to € 45.0 million[1] as at the end of June 2016 (compared to € 38.0 million as at 31 December 2015).

Germany was the main driver of the growth in committed leases with € 4.9 million of new leases signed during the first half year. Meanwhile, final contract negotiations are on-going with several blue chip retailers which, when closed, will have a significant positive impact on the weighted average lease term and the committed annual rental income.

The other countries also performed very well with new leases being signed in the Czech Republic + € 1.4 million, in Slovakia + € 1.1 million, in Estonia + € 1.1 million and finally in Romania + € 0.5 million. In Spain two major transactions are currently in final negotiations which, if materialised, will have a significant impact on the Group’s annualised rental income and balance sheet.

The signed committed lease agreements (including VGP European Logistics) represent a total of 865,855 m² [2] of lettable area with the weighted average term of the committed leases standing at 7.4 years[3] as at the end of June 2016 compared to 7.5 years as at 31 December 2015.

Property and facility management income reaches € 0.7 million

The property and facility management income reached € 0.7 million for the period compared to € 1.3 million for the period ending June 2015.

The decrease in the property and facility management income is mainly due to the termination of the property and facility management agreement with P3 in October 2015. The asset management, property management and development management activities will result in an increased contribution to the result of the VGP Group benefitting from the growth of the joint venture’s real estate portfolio.

Net valuation gain on the property portfolio reaches € 65.1 million

As at 30 June 2016 the net valuation gains on the property portfolio reaches € 65.1 million against a net valuation gain of € 48.1 million per 30 June 2015.

On 31 May 2016 the VGP European Logistics joint venture completed the acquisition of 15 parks (Seed portfolio) from VGP which comprised 28 logistic and semi-industrial buildings. The transaction resulted in an additional realised valuation gain of € 22.1 million.

The trend of increasingly lower yields maintained in real estate valuations continued to persist during the first half of 2016. However due to the change of portfolio mix, following the divestment of the seed portfolio to VGP European Logistics, the own property portfolio, excluding development land, is being valued by the valuation expert at 30 June 2016 based on a weighted average yield rate of 7.71% (compared to 7.02% as at 31 December 2015 and 7.42% as at 30 June 2015) applied to the contractual rents increased by the estimated rental value on un-let space.

The (re)valuation of the own portfolio was based on the appraisal report of Jones Lang LaSalle.

Share in the result of joint ventures and associates

As at 30 June 2016 the share in the joint ventures and associates recorded a negative balance of € 3.3 million which was mainly driven by a € 2.2 million negative fair value on interest rate derivatives.

Net financial expenses reach € 14.6 million

For the period ending 30 June 2016, the financial income was € 0.6 million (€ 3.1 million as at 30 June 2015) and included € 0.5 million interest income on loans granted to VGP European Logistics and a € 0.1 million unrealised gain on interest rate derivatives (€ 3.0 million as at 30 June 2015).

The reported financial expenses as at 30 June 2016 are mainly made up of € 6.5 million interest expenses related to financial debt (€ 5.0 million as at 30 June 2015), € 6.4 million unrealised losses on interest rate derivatives, € 2.6 million other financial expenses (€ 1.5 million as at 30 June 2015) mainly relating to the amortisation of the transactions costs of the 2 bonds issued during 2013 and the additional financial costs incurred in respect from the sale the initial seed portfolio to VGP European Logistics, € 0.1 million of net foreign exchange losses (compared to € 0.1 million net foreign exchange gains as at 30 June 2016) and a positive impact of € 0.5 million (€ 1.0 million per 30 June 2015) related to capitalised interests.

As a result the net financial expenses reached € 14.6 million as at 30 June 2016 compared to € 2.5 million as at 30 June 2015.

Shareholder loans to VGP European Logistics amounted to € 107.5 million as at 30 June 2016 of which € 99.8 million was related to financing of the buildings under construction and development land held by the VGP European Logistics joint venture. Under the joint venture agreement VGP European Logistics has an exclusive right of first refusal in relation to acquiring the income generating assets developed by VGP and located in Germany, the Czech Republic, Slovakia and Hungary. Consequently these assets have been classified as investment properties (Disposal group held for sale) using the accounting principles applicable to Investment Properties.

The gearing ratio[1] of the Group remains conservative and stood at 23.5% at the end of June 2016 compared to a gearing level of 35.7% as at 31 December 2015.

Evolution of the property portfolio

The fair value of the own investment property decreased with 38.7% from € 677.1 million[2] as at 31 December 2015 to € 415.1 million as at 30 June 2016 mainly driven by the divestment of the income generating assets to the VGP European Logistics joint venture.

 Completed projects

During the first half of 2016, 7 building were completed totalling 139,955 m².

These buildings were delivered in following locations. In Germany: 2 buildings totalling 68,129 m² in VGP Park Rodgau and 1 building of 15,065 m² in VGP Park Hamburg. In the other countries: 1 building of 3,840 m² in VGP Park Plzen (Czech Republic), 1 building of 12,665 m² in VGP Park Malacky (Slovakia), 1 building of 17,565 m² in VGP Park Timisoara (Romania) and finally 1 building of 22,892 m² in VGP Park Alsonemedi (Hungary).

Projects under construction

At the end of June 2016 VGP has the following 10 new buildings under construction for its own account: In Germany: 1 building in VGP Park Soltau, 1 building in VGP Park Berlin and 1 building in VGP Park Leipzig. In the Czech Republic: 1 building in VGP Park Tuchomerice, 2 buildings in VGP Park Cesky Ujezd, 1 building in VGP Park Liberec and 1 building in VGP Park Olomouc. In the other countries: 1 building in VGP Park Nehatu (Estonia) and finally 1 building in VGP Park Timisoara (Romania). The new buildings under construction on which several pre-leases have already been signed, represent a total future lettable area of 212,836 m².

For the VGP European Logistics joint venture, VGP was developing and hence pre-financing 7 new buildings at the end of June 2016:

In Germany: 2 buildings in VGP Park Hamburg, 1 building in VGP Park Rodgau, 1 building in VGP Park Frankenthal and 1 building in VGP Park Bobenheim-Roxheim. In the other countries: 1 building in VGP Park BRNO (Czech Republic) and finally 1 building in VGP Park Malacky (Slovakia). The new buildings under construction on which also several pre-leases have already been signed, represent a total future lettable area of 171,776 m².

The aforementioned projects will be part of a second closing with VGP European Logistics which will occur during the fourth quarter of 2016.

Land bank

During the first half year of 2016, VGP continued to target land plots to support the development pipeline for future growth. In 2016, VGP already acquired 597,000 m² of new development land of which 333,000 m² was located in Germany and 264,000 m² located in the Czech Republic. These new land plots allow VGP to develop approximately 278,000 m². Besides this VGP has another 600,000 m² of new land plots under option which are located in Spain and Slovakia. These land plots have a development potential of approx. 428,000 m² of new lettable areas. These remaining land plots are expected to be acquired, subject to permits, during the course of 2016.

VGP has currently a land bank in full ownership of 2,318,588 m². The land bank allows VGP to develop besides the current completed projects and projects under construction a further 651,000 m² of lettable area of which 351,000 m² in Germany, 217,000 m² in the Czech Republic, and 83,000 in the other countries.

Hybrid securities

Following the completion of the acquisition of the initial seed portfolio by the new joint venture with Allianz Real Estate at the end of May 2016 (VGP European Logistics); the board of directors approved the redemption of all issued hybrid securities against a price equal to the issue price (in total € 60 million) plus the interest accrued (€ 3.0 million) from the issue date of each Security, after complying with the conflict of interest procedure in accordance with article 523 of the Belgian Companies Code. The redemption took place on 1 June 2016.

Risk Factors

The overview of the most significant risks to which the VGP Group is exposed to can be found on page 42 to 43 of the Annual Report 2015. These risks remain actual and valid and will continue to apply for the remainder of the financial year.

Outlook 2016

Based on the positive trend in the demands for lettable area recorded by VGP during 2016, and provided there are no unforeseen events of economic and financial markets nature, VGP should be able to continue to substantially expand its rent income and property portfolio through the completion and start-up of additional new buildings.

During the second half of 2016 VGP will continue to review its sources of funding and funding strategy in order to enable the Group to continue to invest in the expansion of the land bank to support its development activities as well as to maximise shareholder value.



VGP enters into a 50/50 joint venture with Allianz Real Estate, Annual results 2015

01 Mar 2016

VGP enters into 50/50 joint venture with Allianz Real Estate at the end of February 2016

  • The new joint venture will act as an exclusive take-out vehicle of the income generating assets developed by VGP and located in Germany, the Czech Republic, Slovakia and Hungary
  • The initial seed portfolio is being acquired by the joint venture at current market prices
  • Initial transaction value is in excess of € 500 million
  • The joint venture partners target to grow the joint venture exponentially (> € 1.5 billion) by exclusively acquiring income generating assets developed by VGP in the aforementioned geographic areas
  • This transaction ends a 24 month strategic exercise of VGP and will have a significant impact on the structure and evolution of the VGP Group for the future
  • VGP will continue to service the joint venture as asset-, property- and development manager
  • With Allianz Real Estate, VGP attracts a long term investor who thinks real estate throughout the economic cycles and which has the necessary financial resources to co-invest in the expansion of the logistic and semi-industrial real estate portfolio
  • The transaction allows VGP to further concentrate on its core development activities aimed at optimising shareholder value, without having to tap the capital markets

VGP’s Annual Results 2015 – A record year

  • Net profit for the year of € 86.6 million (+ € 37.2 million against 2014)
  • 68.2% increase of committed annualised rent income to € 38.0 million as at the end of December 2015 (compared to € 22.6 million as at 31 December 2014), with an additional € 2.0 million lease contracts being signed during the first weeks of 2015
  • The signed committed lease agreements at year end represent a total of 709,124 m² of lettable area with the weighted average term of the committed leases standing at 7.5 years at the end of December 2015 (7.8 years as at 31 December 2014)
  • 77.9% growth in gross rental income (+ € 7.5 million) to € 17.1 million
  • 18 projects delivered during the year representing 279,861 m² of future lettable area
  • 14 projects under construction representing 272,334 m² of future lettable area
  • 704,000 m² of new development land acquired during the year with another 1,042,000 m² land plots targeted and already partially committed to expand land bank and support development pipeline
  • Establishment of presence in Spain with the opening of a new office in Barcelona and with first substantial (223,000 m²) land plot secured and to be acquired subject to permits, allowing to potentially develop circa 179,000 m² of lettable area
  • Net valuation gain on the investment portfolio reaches € 104.0 million (against € 53.9 million at the end of 2014) The fair value of the investment property and the investment property under construction (the “property portfolio”) as at 31 December 2015 increased with 62.7% to € 677.1 million (compared to € 416.1 million as at 31 December 2014)
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Alter Notice Artikel (eng)

08 May 2015

Notice of annual shareholders' meeting

The shareholders are hereby invited to attend the annual shareholders' meeting of the Company which shall take place at the offices of Argo bcvba, at De Keyserlei 5/15, 2018 Antwerp, on Friday 8 May 2015 at 10:00 am, with following agenda and proposed resolutions:

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Notice of annual shareholders’ meeting

07 Apr 2015

Notice of annual shareholders' meeting

The shareholders are hereby invited to attend the annual shareholders' meeting of the Company which shall take place at the offices of Argo bcvba, at De Keyserlei 5/15, 2018 Antwerp, on Friday 8 May 2015 at 10:00 am, with following agenda and proposed resolutions:

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Annual Results 2014

02 Mar 2015

  • Profit for the year of € 49.4 million (+ € 25.1 million against 2013)
  • 117.4% increase of committed annualised rent income to € 22.6 million as at the end of December 2014 (compared to € 10.4 million as at 31 December 2013), with an additional
  • € 1.3 million lease contracts being signed during the first weeks of 2015 and a further € 6.8 million lease agreements being under final negotiations
  • 108.0% growth in gross rental income (+ € 5.0 million) to € 9.6 million
  • The signed committed lease agreements at year end represent a total of 404,732 m² of lettable area with the weighted average term of the committed leases standing at 7.8 years at the end of December 2014 (7.6 years as at 31 December 2013)
  • 14 projects under construction representing 171,455 m² of future lettable area, with 3 additional projects (45,950 m²) being started-up during Q1-2015
  • 943,000 m² of new development land acquired of which 842,000 m² located in Germany with another 863,000 m² land plots targeted and already partially committed to expand land bank and support development pipeline
  • Net valuation gain on the investment portfolio reaches € 53.9 million (against € 27.9 million at the end of 2013)
  • The fair value of the investment property and the investment property under construction (the "property portfolio") as at 31 December 2014 increased with 84.3% to € 416.1 million (compared to € 225.8 million as at 31 December 2013
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Third Quarter Trading Update 2014

17 Nov 2014

VGP continues its strong growth 

  • During 2014 VGP has now acquired circa 1 million m² of new development land
  • 117.1 % increase of committed annualised rent income since 31 Dec-13 to EUR 22.5 million (+ € 12.1 million)
  • Strong demand recorded from manufacturing companies

----------------------------------------------------

During the third quarter of 2014 VGP continued to record strong growth in all the markets where the Group is active, with Germany growing
exponentially.

Since the beginning of 2014 VGP has expanded its land bank by securing 2.1 million m² of additional new development land of which 1.0 million
m² was already acquired during the year. These new land plots allow VGP to develop a further 450,000 m² of future lettable area.

The development activities and leasing activities are continuing to grow strongly, supported by the strong demand for new lettable space from manufacturing and logistic companies recorded especially in Germany and Estonia. Also in VGP's other markets a sound demand for lettable space is noticed.

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Annual Results 2013

21 Mar 2014

  • Profit for the year of € 24.3 million (+ € 12.7 million against 2012)
  • 50.2% growth in gross rental income (+ € 1.5 million) to € 4.6 million
  • 106.5% increase of committed annualised rent income to € 10.4 million as at the end of December 2013 (compared to € 5.0 million as at 31 December 2012)
  • The signed committed lease agreements represent a total of 206,572 m² of lettable area with the weighted average term of the committed leases standing at 7.6 years at the end of December 2013 (9.8 years as at 31 December 2012)
  • 11 projects under construction representing 152,514 m² of future lettable area, with 3 additional projects (32,210 m²) started-up after the end of December 2013
  • 958,000 m² of new development land acquired of which 803,000 m² located in Germany with another 769,000 m² land plots (705,000 m² located in Germany) targeted and already partially committed to expand land bank and support development pipeline
  • Net valuation gain on the investment portfolio reaches € 27.9 million (against € 12.3 million at the end of 2012)
  • The fair value of the investment property and the investment property under construction (the "property portfolio") as at 31
  • December 2013 increased with 122.2% to € 225.8 million (compared to € 101.6 million as at 31 December 2012)
  • Acquisition of the Czech facility manager SUTA s.ro.
  • Successful placement of 2 bonds i.e. on 12 July 2013 of 75 million bond
  • Distribution of a € 7.6 million capital reduction (€ 0,41 per share) to the shareholders on 16 January 2014
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NOTICE OF EXTRAORDINARY SHAREHOLDERS’ MEETING

04 Sep 2013

The security holders are hereby invited to attend the extraordinary shareholders' meeting of the Company which shall take place at the offices of Argo Advocaten BCVBA at De Keyserlei 5, bus 15, 2018 Antwerp, on  Friday 27 September 2013 at 10:00 am, with following agenda and proposed resolutions:

AGENDA AND PROPOSED RESOLUTIONS REGARDING CAPITAL DECREASE

1. Capital decrease

Real decrease of the registered capital of the Company with EUR 7,619,050.50 in order to repay part of the capital to the shareholders in cash, for an equal amount per share, without cancellation of shares.
Acknowledgement of the capital decrease.
Delegation of powers to the board of directors.

Proposed Resolution: The registered capital of the Company is decreased with EUR 7,619,050.50 and as such
reduced to EUR 112,736,509 without cancellation of shares. The purpose of the capital decrease is to repay part of the capital to the shareholders in cash, in accordance with articles 612 and 613 of the Belgian Companies Code, for an equal amount per share, without cancellation of shares. The capital decrease shall be borne by each share in equal proportion and each share will represent the same share in the registered capital remaining after the capital decrease. In terms of taxation, the capital decrease will be exclusively allocated to the effectively paid-up capital. The board of directors is granted the power to execute the resolution to decrease the registered capital and in particular to determine the procedure, formalities, date of the repayment of the amount of the capital decrease and the other modalities of the distribution in accordance with applicable laws and regulations.

2. Modifications to the articles of association

Proposed resolution: The registered capital in article 5 of the articles of association is amended in accordance
with the resolution regarding the capital decrease.

3. Approval of condition 6.3 of the terms and conditions of the bonds issued by the Company on 12 July 2013 and the rights of the bondholders, as set out in part IV of the prospectus for the public offer of the bonds dated 19 June 2013, and in particular the approval of the change of control clause included therein, in accordance with article 556 of the Belgian Companies Code.

Proposed Resolution: condition 6.3 of the terms and conditions of the bonds issued by the Company on 12 July 2013 and the rights of the bondholders, as set out in Part IV of the prospectus for the public offer of the bonds dated 19 June 2013, holding the possibility for the bondholders to require the Company to redeem the bonds in case of a change of control, are approved, in accordance with article 556 of the Belgian Companies Code. In accordance with the requirements of article 556, second indent, of the Belgian Companies Code, this resolution shall be filed by the acting notary public in accordance with article 75, 3° of the Belgian Companies Code and shall be published as an announcement in the Belgian State Gazette.

Conditions of admission to the extraordinary shareholders' meeting

Shareholders may only participate in the extraordinary shareholders' meeting and exercise their voting rights at this meeting if the following two conditions are satisfied:

(i)        Based on the proof submitted in accordance with the registration procedure set out below, the Company must be able to determine that at midnight (24:00) CET on the Record Date, 13 September 2013 (the "Record Date"), you owned the number of shares for which you intend to participate in the extraordinary shareholders' meeting.

(ii)       On 21 September 2013 at the latest, you must explicitly confirm to the Company that you intend to participate in the extraordinary shareholders' meeting.

These conditions must be satisfied in accordance with the formalities mentioned below.

1. Holders of registered shares

In accordance with article 536 of the Belgian Companies Code and article 24 of the articles of association, the holders of registered shares are entitled to participate in and to vote at the extraordinary shareholders' meeting, provided that:

  • their shares are recorded in their name in the register of registered shares at midnight (24:00) (CET) on the Record Date, 13 September 2013 and this irrespective of the number of shares that they own on the date of the extraordinary shareholders' meeting; and
  • they notify the Company in writing of (i) their intention to participate in the extraordinary shareholders' meeting, and (ii) the number of shares for which they wish to participate in the extraordinary shareholders' meeting, by means of a signed form that must be received by the Company at the Company's registered office at the latest on 21 September 2013; a model of this form is available at the Company's registered office and on the Company's website under the tab "Investors - Shareholders Meetings" (www.vgpparks.eu).

2. Holders of dematerialized shares

In accordance with article 536 of the Belgian Companies Code and article 24 of the articles of association, the holders of dematerialized shares are entitled to participate in and to vote at the extraordinary shareholders' meeting, provided that:

  • their shares are recorded in their name in the accounts of a recognized account holder or a settlement institution at midnight (24:00) (CET) on the Record Date, 13 September 2013, and this irrespective of the number of shares that they own on the date of the extraordinary shareholders' meeting; and
  • at the latest on 21 September 2013, they provide the Company (at the Company's registered office) with, or arrange for the Company (at the Company's registered office) to be provided with, a certificate issued by the recognized account holder or the settlement institution certifying the number of dematerialized shares recorded in the shareholder's accounts on the Record Date in respect of which the shareholder has indicated his intention to participate in the extraordinary shareholders' meeting.

Only persons who are a shareholder of the Company on the Record Date (13 September 2013) and who have indicated, on 21 September 2013 at the latest, their intention to participate in the extraordinary shareholders' meeting as set out above will be admitted to the shareholders' meeting. We point out to the shareholders that
21 September 2013 is a Saturday and that, as the case may be, they should make the necessary arrangements to fulfil the required formalities before, on 20 September 2013.

The shares are not blocked as a result of the above-mentioned process. As a result, the shareholders are free to dispose of their shares after the Record Date.

We request the participants in the extraordinary shareholders' meeting to present themselves as of 9.30am in order to swiftly facilitate the registration formalities. Right to add agenda items and to submit proposed resolutions

In accordance with Article 533ter of the Belgian Companies Code, one or more shareholders holding jointly at least three percent (3%) of the registered capital of the Company may request items to be added to the agenda of the shareholders' meeting and submit proposed resolutions in relation to existing agenda items or new items to be added to the agenda, provided that:

  • they prove ownership of such shareholding as at the date of their request and record their shares representing such shareholding on the Record Date (i.e., on 13 September 2013); the shareholding must be proven either by a certificate evidencing the registration of the relevant shares in the register of registered shares of the Company or by a certificate issued by a recognized account holder or a settlement institution certifying the book-entry of the relevant number of dematerialized shares in the name of the relevant shareholder(s);
  • the additional agenda items and/or proposed resolutions have been submitted in writing by these shareholder(s) to the board of directors at the latest on 5 September 2013.

These additional agenda items and/or proposed resolutions may be delivered to the Company by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to dirk.stoop@vgpparks.eu. The Company shall confirm the receipt of the proposed requests, by e-mail or by mail to the address mentioned by the shareholder, within 48 hours as of such receipt.

As the case may be, the Company shall publish the modified agenda of the shareholders' meeting, together with the ad-hoc proxy form, completed with the additional agenda items and/or proposed resolutions on the website of the Company (www.vgpparks.eu) at the latest on 12 September 2013.

The proxy's that were notified to the Company prior to the publication of a completed agenda remain valid for the agenda items for which they were granted. Exception is made for agenda items for which new proposed resolutions have been submitted, in accordance with article 533ter of the Belgian Companies Code: in such case the proxy holder may deviate during the extraordinary shareholders' meeting of the instructions of the  hareholder granting the proxy, if the execution of such instructions would prejudice the interests of the shareholder. The proxy holder must inform the shareholder thereof. The proxy must indicate whether the proxy holder is authorised to vote on new agenda items or whether he should abstain from voting.

Right to ask questions

In accordance with Article 540 of the Belgian Companies Code and Article 29 of the articles of association of the Company, all shareholders are entitled, whether during the meeting or in writing before the meeting, to ask questions to the directors with respect to the agenda items.

Questions asked in writing will only be answered if the relevant shareholder has fulfilled the formalities set out above to be admitted to the extraordinary shareholders' meeting and if the written question has been received by the Company at the latest on 21 September 2013.

Written questions may be delivered to the Company by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to dirk.stoop@vgpparks.eu.

Proxy

In accordance with article 25 of the articles of association, each shareholder may be represented at the shareholders' meeting by a proxy holder, who does not need to be a shareholder. Except in cases provided for in the law (article 547bis, §1, second indent of the Belgian Companies Code), a shareholder may only appoint one person as proxy holder for a particular shareholders' meeting.

Shareholders who so wish to be represented by proxy, are requested to use the model of proxy form (with voting instructions) that is available at the Company's registered office and on the Company's website under
the tab "Investors - Shareholders Meetings" (www.vgpparks.eu).

Notification of the proxy to the Company must occur in writing, either by mail sent to the Company's registered office for the attention of Mr Dirk Stoop or by e-mail sent to dirk.stoop@vgpparks.eu.

The signed proxy form must in original be received by the Company at the Company's registered office at the latest on 21 September 2013.

Shareholders who wish to be represented by proxy, must have fulfilled the formalities set out above to be admitted to the extraordinary shareholders' meeting (registration- and notification procedure).

Availability of the documents

In accordance with Article 535 of the Belgian Companies Code, the holders of dematerialized securities of the Company can, as of 12 September 2013, upon presentation of a certificate issued by a recognized account holder or a settlement institution certifying the number of dematerialized shares recorded in the name of the securityholder, obtain at the Company's registered office (Greenland – Burgemeester Etienne Demunterlaan 5, bus 4, 1090 Brussels (Jette)), free of charge, a copy of the documents and reports that relate to this meeting or that must be made available to them pursuant to law.

Requests to obtain copies, free of charge, may also be requested in writing or electronically by mail or by e‑mail for the attention of:

Mr Dirk Stoop
Telephone: +32 (0)2 737 74 05
Fax: +32 (0)2 737 74 04
E-mail: dirk.stoop@vgpparks.eu

All the relevant information with regard to the extraordinary shareholders' meeting, including the prospectus referred to in agenda item 3, as well as the aforementioned proxy forms, are available on the website of the
Company (www.vgpparks.eu) as of 12 September 2013.

The board of directors


Annual results 2011

19 Mar 2012

  • Group debt free1 at year end in respect of bank and shareholder loans
  • > 84,000 m² of new leases signed in 2011 representing € 4.6 million of committed annualised rent income
  • Operating result (before result on portfolio) for the period of € 12.2 million versus € 9.1 million (on a like for like basis2)
  • Net profit for the period of € 12.9 million after impact of VGP CZ I and VGP CZ II transactions
  • 12 projects under construction representing 110,487 m² of future lettable area
  • > 741,000 m² of new land plots already committed to expand land bank and support the future development pipeline, of which 311,000m² were already bought during the second half of 2011
  • Completion of the sale of an 80% equity interest in VGP CZ I and VGP CZ II during 2011
  • Conclusion of a binding agreement with East Capital to sell the newly built logistics property of 40,000 m² located in Tallinn (Estonia) and conclusion of a second agreement with Property Investors Special Opportunities, L.P. (EPISO) for the sale of an 80% equity interest in VGP CZ IV a.s. The aggregated transaction value is in excess of € 30 million
  • The Board of Directors has decided to convene an Extraordinary Shareholders' Meeting3 to propose a further capital reduction in cash of € 15 million (€ 0.81 per share)

[1] On a net debt basis which is measured as: (Outstanding bank debt + shareholder loans) minus cash
[2] VGP CZI and VGP CZ II were de-consolidated during 2011. Therefore for comparative purposes the figures as at 31 December 2010 were amended in order to include VGP CZ I only until16 March 2010 and VGP CZ II until 9 November 2010.
[3] The Extraordinary Shareholders' Meeting is planed to be held on the date as the next General meeting of shareholders i.e. 11 May 2012.

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Annual Results 2010

21 Mar 2011

  • Net profit for the period of EUR 26.4 million (+ EUR 25.2 million)
  • >130,000 m² of new leases signed resulting in a committed annualised rent income of EUR 36.6 million (+ EUR 7.4 million)
  • 98.8% occupancy rate for the Group's property portfolio amounts with the Czech portfolio reaching an occupancy rate of 99.4%
  • 31.5% growth in gross rental income (+ EUR 6.8 million) to EUR 28,6 million
  • 5 new projects completed resulting in a 7.7% growth in total lettable area (+ 41,064 m²)to 576,936 m², 6 new projects under construction
  • 43.7% growth in operating result (before result on portfolio) (+ EUR 7.8 million)to EUR 25.5 million
  • Completion of the sale of an 80% interest in 6 of its 19 VGP parks after year-end,announced by the separate press release of 16 March 2011
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Annual results 2009

04 Mar 2010

VGP achieves record growth

Occupancy rate and rent prices remaining stable
  • 14 new projects completed resulting in a 52.4% growth in total lettable area (+ 184,211m²) to 535,872m²
  • 80.5% growth in gross rental income (+ EUR 9.7 million) to EUR 21.7 million
  • 110.2% growth in operating result (before result on portfolio) (+ EUR 9.3 million) to EUR 17.8 million
  • Committed annualised rent income increased to EUR 29.2 million
  • Net profit for the period of EUR 1.2 million despite a EUR 22.6 million adverse valuation effect on the "historic" property portfolio
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ANNUAL RESULTS 2008

19 Mar 2009

  • 116.6% growth in gross rental income (+ EUR 6.5 million) to EUR 12.0 million
  • Committed annualised rent income increased to EUR 26.5 million (+EUR 11.5 million)
  • 75.0% growth in property portfolio (+ EUR 168.9 million) to EUR 394.0 million
  • 99.1% growth in total lettable area (+ 175,047m²) to 351,661m²
  • Net profit for the period of EUR 28.6 million despite a EUR 10.5 million adverse valuation effect on the historic property portfolio and including a EUR 7.1 million unrealised losses on hedging instruments (as per IAS 39)
  • Earnings per share for the period of EUR 1.54
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