2001 Annual Report - Unibail-Rodamco

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CONSOLIDATED FINANCIAL STATEMENTS REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED ACCOUNTS Year-ended December 31, 2001 In our capacity as statutory auditors, we have audited the accompanying consolidated accounts of Unibail, presented in euros, in accordance with French accounting principles as of December 31, 2001. These consolidated accounts are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these accounts based on our audit. We conducted our audit in accordance with French professional standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated accounts are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated accounts. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated account presentation.We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated accounts present fairly, in all material respects, the property portfolio, the financial position of the Group as of December 31, 2001 and the results of the Group's subsidiaries included in the consolidation for the year then ended, in accordance with French accounting principles. Without qualifying our opinion, we draw your attention to note 1 to the consolidated accounts "Consolidation principles and methods" which refers to the recognition of deferred taxes on consolidated difference allocated to the real estate properties booked before January 1, 2000. We have also reviewed the information relating to the Group contained in the Directors' report. We have nothing to report in respect to the fairness of such information and its consistency with the consolidated accounts. February 20, 2002 The Statutory Auditors EURAAUDIT FIDEURAF Yves BLAISE ERNST & YOUNG Audit Christian MOUILLON 70
LEGAL INFORMATION LEGAL INFORMATION General information Company's name UNIBAIL Registered office and place of business: 5, boulevard Malesherbes - 75008 Paris - Tél. : 33 (0) 1 53 43 74 37 Legal form and specific applicable legislation The Company is of a stock company (société anonyme) governed by French legislation applicable to commercial companies and, in particular, the French Commercial Code and the Decree n° 67-236 dated March 23, 1967. The Company, on account of its status of a finance company until November 28, 2002, is also governed by the French Monetary and Financial Code. corporate object of the Company in France and abroad, is: • The acquisition, management, letting, leasing, sale and exchange of all types of land, buildings, real property and real property rights, the development of all types of land, the construction of any buildings and the fitting out of any property complexes; all whether directly, or through the taking of investments or interests, or by creating any investment or commercial company or intercompany partnership; • The completion of real property finance leasing transactions; • And generally, any financial, commercial, industrial, personal or real property transactions connected directly or indirectly with the corporate object or of such a nature as to promote its development; • And acquiring interests in all types of undertaking in France and in all other countries. The Company was approved as a Sicomi (commercial and industrial property finance leasing company) by a decision of the French Minister of Economy and Finance dated July 2, 1968, in accordance with Law n° 66-455 dated July 2, 1966 relating to leasing transactions and to Order n° 67-837 dated September 28, 1967 relating to Sicomi. In accordance with the terms of Law n° 66-455, Sicomi were exempted from corporation tax in respect of profits arising from finance leasing contracts or standard lease agreements relating to property used for industrial or commercial purposes. In exchange, they were obliged to distribute at least 85% of the profit flowing from these transactions. This regulation was significantly modified by article 96 of Law n° 90-1168 dated December 29, 1990 containing the Finance Act for 1991, which subjected Sicomi to the generally applicable law, with nevertheless, some transitional provisions. Furthermore, the law granted them the option to withdraw from Sicomi-related finance leasing agreements from 1991 onwards, and to broaden immediately the scope of their activities. In the context of this regulation, the General Meeting of shareholders held on May 28, 1991 decided to abandon the status of Sicomi with effect from July 1, 1991, in order for the Company to devote itself exclusively to its property asset business. However, finance leasing agreements signed prior to January 1, 1991 remain subject to the provisions indicated above and the Company has, until the date hereof, preserved its status as a finance company, and this shall remain so, until November 28, 2002. At the request of the Company, which ceased to sign finance leasing contracts since 1991, the CECEI - Comité des Etablissements de Crédit et des Entreprises d'Investissements (Credit Institutions and Investment Companies Committee), at its meeting on November 28, 2000, approved the withdrawal of Unibail's status as a finance company, such decision to take effect on November 28, 2002. The term of the Company 99 years from July 23, 1968 Corporate object In accordance with article 2 of the Articles of Association, the Commercial and Companies Registry 682 024 096 RCS Paris - SIRET 682 024 096 00047 APE: 652 A The place where documents and information relating to the Company may be consulted: At the registered office: 5, boulevard Malesherbes - 75008 Paris Tel: 33 (0)1 53 437 437 Company financial year The Company's financial year runs from January 1 to December 31. Distribution of profits pursuant to the Articles of Association The distributable profit consists of the profits of the financial year, less previous losses and sums retained as reserves in accordance with the law, and increased by any profits carried forward. In addition to appropriating the Company's distributable profits, the General Meeting can decide to distribute sums deducted from available reserves, by indicating expressly from which reserves deductions have been made. However, dividends must be drawn first from the distributable profit for the financial year. The distributable sums consists of the total amount of the distributable profit and of the reserves that the General Meeting decides to allocate. After approving the financial statements and establishing the existence of distributable sums, the General Meeting determines the amount to be allocated to shareholders in the form of a dividend. However – in the context of the regulation specific to Sicomi – the net income, calculated in the same manner as corporate income tax, resulting from finance leasing contracts and standard lease agreements, and benefiting from tax exemption pursuant to article 208-3(iv) of the French Tax Code, shall be distributed in an amount at least equal to 85% of this amount, provided it does not exceed the net income for the period. 71
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la plus grande qualité de vie au m
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Unibail is the leading French comme
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Rental income (€ million) ■ Off
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A less buoyant environment is a goo
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OFFICE PROPERTIES Resilience, visib
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Recycling capital through acquisiti
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SHOPPING CENTERS Outstanding perfor
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● The impact of letting and refur
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CONVENTION-EXHIBITION CENTERS Emerg
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setting up an Internet portal and d
Page 21 and 22: PROPERTY PORTFOLIO Property portfol
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Page 79 and 80: LEGAL INFORMATION BOARD OF DIRECTOR
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Page 83 and 84: REFERENCE DOCUMENT Report of the St
Page 85 and 86: Photographs: Paul Maurer, Steve Mur
Page 87 and 88: STOCK MARKET PERFORMANCE AND SHAREH
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2001 Annual Report - Unibail-Rodamco

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