Together in real estate

Cofinimmo – Press ConferenceAcquisition of the MAAF branches portfolioDivestment of the Citylink office park

December 21, 2011

1. Introduction:

Cofinimmo Total Return YTD

2. Acquisition of the MAAF branches portfolio

Presentation of the acquisition

Description of the MAAF branches portfolio

About MAAF Assurances SA

About Foncière Atland

Financing of the acquisition

Impact on Cofinimmo net current result

Integration of the acquisition in the Cofinimmo distribution property networks segment

3. Divestment of the Citylink office park

Description of the operation

4. Balance sheet impact

5. Evolution of Cofinimmo properties portfolio

Annex 1: Pictures of MAAF branches

Annex 2: Characteristics of the mandatory convertible bonds

Presentation Take Aways

Table of Contents

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1. Introduction

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Cofinimmo Total Return YTD

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2. Acquisition of the MAAF branches portfolio

Acquisition of all 285 sites (branches and offices) currently owned by MAAF.

All sites located in France .

Total surface of 60 411 m2.

Total investment of € 107.6 million (price of € 1 781/m2).

MAAF Assurances SA is sole tenant of the properties.

Indexed leases with an average weighted duration of 9.7 years

Annual indexation based on the commercial leases index (“ ILC”).

Rental income: € 7.86 million per annum (rent of € 130/m2).

Gross yield of 7.31%.

Renovation and compliance works on 219 sites to be undertaken by MAAF, at their own cost, before 2017, for €79.3 million.

Presentation of the acquisition - Summary (1)

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Portfolio to be acquired by a newly formed subsidiary of Cofinimmo, Cofinimur I SA (“Cofinimur”):

Capital and voting rights:

Cofinimmo SA: 97,65%

Foncière Atland: 2,35%

SIIC status

Foncière Atland REIM responsible for

asset management

property management

Presentation of the acquisition (2)

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Cofinimur

Portfolio of 270 branches and 15 properties used mainly as offices

Weighted average lease term of 9.7 years

83% of rental income comes from fixed leases for 9/12 year, 3% from 6/9 year leases and 13% from 3/6/9 year leases. The remaining is vacant or 1 year leases.

Description of the MAAF portfolio (1)

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Total weighted surface : 60.411 m² Rental income p.a. : € 7.86 million

Portfolio of 270 branches and 15 offices

Out of a total of 587 branches constituting the total MAAF network in France (the other 317 already rented)

15 sites rented by GIE Europac (guarantee of MAAF)

Total surface of 60 411 m2

2/3 of the portfolio is located in geographical areas with high population growth (“Ile- de- France”, PACA region and Western France)

55% of the sites are located in cities with more than 50.000 inhabitants

Prime, Bis and Ter locations

Description of the MAAF portfolio (2)

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PRIME BIS

Location hyper centre, near

pedestrian streets

Paris

Location « city entrance »

Ile de France

Major cities(Lyon, Marseille,

Toulouse, …) Small agglomerations

(remaining townships)

Location close to the city center

Location on high streets with

commercial activities and medium visibility

TER

MAAF is part of the Covéa Group, a mutual insurance company

Multi-line insurer aimed at the general public, private individuals and businesses

587 branches in France –sales network operated by employees (--> no subletting)

MAAF with 2 others brands of the Covéa Group (MMA and GMF) account for 20% of the French insurance market.

Renovation and compliance works of branches and offices before 2017 financed by MAAF for € 79.3 million (from € 1300/m2 to € 1800/m2).

Key MAAF figures on 31.12.2010:Income € 3 915 millionNet Result –Group Share € 134 millionEquity € 2 502 millionMembers and clients 4.1 million

About MAAF Assurances SA

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Foncière Atland is a real estate investment trust (SIIC), listed on Euronext Paris. It operates in the “Ile-de-France” region and in the French regions

Key player in the sector through 3 business lines :

Outsourcing of property assets

Construction on own account and development of turnkey properties for rent

Opportunistic investments

Portfolio of € 100 million own assets and € 170 million assets under management mainly within corporate partnerships

Foncière Atland REIM is responsible for the asset management and the property management of the MAAF 285 sites portfolio

About Foncière Atland

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Financing of the acquisition (1)

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Cofinimur I SA

Cofinimmo

FoncièreAtlandInvestorthird party

Capital: €47.8 million

Capital: €1.1 millionMandatoryconvertible bonds ("ORA" in French)Equity: €52 million

PropertiesPortfolio MAAF

€107.6 million

Shareholders loan€6.7 million

Mandatory convertible bonds issued by Cofinimur for € 52 million

Issue price: € 96 per bond

Mandatory redemption in shares of Cofinimur (1 share for 1 bond) on the 12th anniversary date

Exchangeable at the bondholders’ option for Cofinimmo SA ordinary shares (1 share for 1 bond) in the month preceding the 12th anniversary date

Call option for Cofinimmo as from the 7th anniversary date: at Cofinimmo’s option

in cash or

in Cofinimmo ordinary shares at market value, then with bondholders’ consent

20 % coupon step-up from the 10th anniversary date

Financing of the acquisition (2)

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Characteristics of the mandatory convertible bonds (a)

Financing of the acquisition (3)

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•Maturity : 12 years• Issue price: € 96 for each bond (= NAV of Cofinimmo at 30.09.2011)•Coupon :

‐ without exceeding the lower of :‐ 9% of the par value or ‐ 86.5% of the net current result per share of Cofinimur

‐ without being lower than 1% Step-up of 20% as from the 10th anniversary date

•Bonds redemption : in the issuer’s shares (1 share/1 bond)• Call option for Cofinimmo as from the 7th anniversary date, with bonds valued at intrinsic value

‐ in cash

‐ or with at least the agreement of 2/3 of the bondholders: in Cofinimmo

ordinary shares (at a price equal to the average closing price of the 30 calendar days preceding the exercise of the call )

Payment at Cofinimmo’s choice

5.5% indexed

Financing of the acquisition (4)

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• Property portfolio of Cofinimur: only MAAF properties

•Financing of Cofinimur: •no financial debt at the inception (but for the bonds and the shareholders loans)

•maximum LTV of 10% allowed subsequently for capex financing

•Subscribers of bonds: French and Belgian insurers

•Solvency II Directive : bonds categorized as real estate investment for insurers

Characteristics of the mandatory convertible bonds (b)

Issuying mandatory convertible bonds compares favorably to issuing new Cofinimmo shares:

Issue price of the mandatory convertible bonds (€ 96 per bond) is above the current 30-day average closing price of the Cofinimmo ordinary share (€ 86.06)

Bonds issued at the Cofinimmo’s NAV per share at 30.09.2011 (portfolio in fair value)

5.5 % coupon is well below Cofinimmo share dividend yield (€ 6.50/ € 86.06= 7.55%)

For Cofinimmo: equity at NAV in the form of minority interests

For the institutional investors in the bonds: property exposure with low volatility but less liquidity than Cofinimmo shares

Financing of the acquisition (5)

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Advantages for Cofinimmo shareholders

Gross yield of portfolio: 7.31%

Net yield of portfolio: 7.05% (after direct costs):

Estimated maintenance obligations limited to the structural maintenance (art.606 of French civil code): 2% of rents or 2,3 EUR/m² (vs Cofinimmo office portfolio: 3,6 EUR/m²)

Net net yield of portfolio: 6.18% (after direct and indirect costs):

Asset management fee: 0.5% of acquisition value- 5 year contract with Foncière Atland REIM

Other costs : accountants, property experts

Some VAT not recovered (non VAT leases)

Relutive impact of € 0.13 on the net current result per share – MAAF portfolio is 3.3% of Cofinimmo’s total portfolio (in investment value)

Impact on Cofinimmo net current result

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Acquisition of MAAF properties portfolio is a further step in the Cofinimmo portfolio diversification strategy

2nd real estate distribution property network after the acquisition of the Pubstone portfolio (partnership with AbInBev) realized in 2007

Characteristics of the investments:

Direct distribution network necessary for the tenant activities

Sale and lease back

Longer term leases

Possibility of alternative uses (local shops)

Acquisition at an attractive price per square meter

If vacated these assets attract interest from local investors

Small unit values – Residual value risk widely spread

The distribution property networks segment now regroups the properties of Pubstone and Cofinimur and accounts for 16.5% of Cofinimmo’s total portfolio

Integration of the acquisition in the Cofinimmo distribution property networks segment

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3. Divestment of the Citylink office park

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Sale of the Antwerp located Citylink office business park to Mercator Verzekeringen NV for a price of €63.2 million

Business park composed of 4 office buildings of 27 108 m2 and 587 parking slots delivered in 2009 (contract signed in 2007)

100% occupancy thanks to successful letting by Cofinimmo

Main tenants: Mercator (51% of the rental income), Arcadis and Soresma

Sale price in line with the latest investment value (including taxes) determined by the independent expert.

Description of the operation

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4. Balance sheet impact

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Impact of both transactions on Cofinimmo’s consolidated balance sheet

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Acquisition

MAAF

Sale

CitylinkTotal

Investment properties 107.6 (a) -63.2 44.4

Total assets 107.6 -63.2 44.4

Shareholders’ equity attributable to

shareholders of the parent company

0.0 0.0 0.0

Minority interests 1.3 (b) +52.0 – 4.5 (c)

= 48.8

0.0 48.8

Financial debts (non-current and

current)

58.8 -63.2 -4.4

Total shareholders’ equity and

liabilities

107.6 -63.2 44.4

(a) Fair value assumed equal to acquisition price(b) Interest of Foncière Atland(c) Discounted value of minimum coupon

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5. Evolution of Cofinimmo properties portfolio

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Evolution of Cofinimmo properties portfolio (1)

Diversification strategy started by Cofinimmo in 2005, from 100% in Belgian offices, allowed Cofinimmo to enlarge its portfolio to the nursing homes/clinics segment

In 2007, first distribution property networks contract with the acquisition of AbInBev pubs portfolio in Belgium and Netherlands (AbInBev retains 10% interest)

During 2010-2011: Cofinimmo reinforces its position in healthcare real estate assets and becomes a European leader in the nursing homes segment

In December 2011, with the acquisition of the MAAF branches, Cofinimmo improves the overall composition of its portfolio and reinforces its distribution property networks segment which now accounts for 16.5% of Cofinimmo’s portfolio

End 2011, the percentage of the office buildings segment is below the 50% mark

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Evolution of Cofinimmo properties portfolio (2)

Portfolio in investment value : 31.12.2010 Portfolio in investment value: 21.12.2011

Total portfolio residual lease term/order book : 11.5 years

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Annex 1: Pictures of MAAF branches

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Annex 2: Characteristics of the mandatory convertible bonds

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Presentation Take Aways

New niche in Cofinimmo portfolio with:

Attractive yield

Recurrent cash flows

Attractive values/m2

Use of JV structure commonly utilized in the US

Alternative raising of equity at NAV

Rotation of office portfolio

Increased diversification of assets

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Together in real estate

Disclaimer:This presentation is directed to financial analysts and institutional investors and is not to be considered as an incentive to invest or as an offer to acquire Cofinimmo shares. The information herein is extracted from Cofinimmo annual and half-yearly reports and press releases but does not reproduce the whole content of these documents. Only the French annual and half-yearly reports and press releases form legal evidence.

For more information contact:Valerie KibietaTel.: +32 2 373 60 36vkibieta@cofinimmo.be www.cofinimmo.com

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