Reasoned opinion of Gecina's board of directors (FR)

Gecina’s Board of Directors met at the head office on April 5th, 2005, chaired by Antoine Jeancourt-Galignani, the Chairman of the Board of Directors, and with the participation of Serge Grzybowski, the Chief Executive Officer. All the members of the Board of Directors were present or represented.

Gecina’s Board of Directors reviewed the ruling on the acceptability of Metrovacesa’s alternative takeover bid published by the AMF on March 23rd, 2005 and the Metrovacesa prospectus published on March 31st, 2005.

It was also informed of the contacts that the Chairman and the Chief Executive Officer have had with Metrovacesa’s managers since this company’s bid was filed in connection with the mission that they had been assigned by the Board.

The Board reviewed the opinion drawn up at its request by Credit Suisse First Boston and Lehman Brothers on the financial terms of the bid, concluding that they were fair. In accordance with the provisions of Article 231-21 of the general AMF regulations, the Board of Directors has been called on to give its opinion on the interest of the bid or its consequences for Gecina, its shareholders and its employees.

With regard to the interest or the consequences of the bid for Gecina and its employees, the Board of Directors notably retained the positive elements resulting from the intentions and objectives announced by Metrovacesa in its prospectus, confirming the preliminary announcements made at the previous meeting of the Board of Directors on March 14th, 2005.

The Board notably took the following elements into consideration:

  • The business combination between the two companies will lead to the creation of the number one listed real estate group in Continental Europe based on the size of its property holding, with two pivotal players in their respective countries.
  • Gecina will continue to be listed on the Euronext Paris Eurolist market; Metrovacesa will ensure that there is a significant float and the structure of the Board of Directors will be modified to reflect the new configuration of the company’s capital with a significant number of directors that are independent from Metrovacesa.
  • Gecina will continue to benefit from the favorable SIIC tax system for listed real estate investment trusts, with the obligation to distribute profits that this system is subject to and the opportunity that it offers in terms of outsourcing real estate operations.
  • Gecina’s strategy and activities will be pursued and developed, and Gecina’s management team and Board of Directors will be responsible for defining Gecina’s industrial and financial policy; Metrovacesa has indicated its desire to pursue and ramp up the strategy already launched by Gecina to develop its business and improve operational profitability, while maintaining a balanced distribution of Gecina’s property holding within which residential assets will continue to represent a significant percentage, in addition to the desire to maintain the strength of Gecina’s financial structure, with debt to remain in line with past levels;
  • In line with an approach to pursue and develop Gecina’s activity and fully recognizing the know-how and expertise of the teams in place, Metrovacesa intends to keep all of Gecina’s teams and harness its current management team, led by Serge Grzybowski, the Chief Executive Officer, who will be asked to serve on the Board of Directors alongside Antoine Jeancourt-Galignani, who will stay on as Chairman.
  • Gecina’s employment policy and the collective and individual status of its employees will not be affected.
  • Metrovacesa has not pledged any collateral or taken out any commitments relative to the disposal of Gecina’s assets in connection with its financing of the acquisition of Gecina’s shares.

With regard to the possible consequences of the bid on Gecina’s financing, the Board has taken note that further to the supervision by a rating agency, Metrovacesa and Gecina have agreed to open a joint, in-depth and documented discussion with t

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