Registration Document
CONTENTS
PERSONS RESPONSIBLE 2
Names and titles of the persons responsible for the registration document 2
Declaration of the persons
responsible for the document 2
STATUTORY AUDITORS 3
Statutory auditors
at 31 December 2016 3
Re-election - appointment
of statutory auditors 3
SELECTED FINANCIAL INFORMATION 4
Key figures 4
RISK FACTORS 5
Risks related to business activity 5
Risks related to the company 7
INFORMATION ABOUT THE ISSUER 9
History and development
of the company 95.2 Investment 10
BUSINESS OVERVIEW 11
Principal activities 11
Main markets 15
Exceptional events influencing
the activity of the company 20
Dependency of the company on patents or commercial
or financial contracts 20
External sources used for statements regarding the competitive position
of the company 20
ORGANISATIONAL CHART 21
Overview 217.2 List of major subsidiaries 21
PROPERTY, PLANTS AND EQUIPMENT 22
Property 22
Environmental issues that could affect the issuer's use of property,
plant and equipment 24
OPERATING AND FINANCIAL REVIEW 25
Financial review 25
Operating earnings 26
EPRA best practice
recommendations 27
CASH AND CAPITAL RESOURCES 31
Company equity 31
Cash flow 31
Loan requirements -
financing structure 32
Restriction on the use of capital 34
Expected sources of funding 34
RESEARCH AND DEVELOPMENT,
PATENTS AND LICENCES 35
TREND INFORMATION 36
Main trends 3612.2 Perspectives 36
PROFIT FORECASTS OR ESTIMATES 37
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
AND GENERAL MANAGEMENT 38
Board of directors
and general management 38
Conflicts of interest within
the administrative, managerial
and supervisory bodies 45
COMPENSATION AND BENEFITS 46
Compensation and benefits paid in 2016 to members
of the administrative, managerial
and executive management bodies 46
Amounts provisioned for pensions,
retirement plans and other benefits 49
FUNCTIONING OF THE ADMINISTRATIVE AND MANAGERIAL BODIES 50
Term of office expiry date 50
Contract between the management
holding company and the issuer 5016.3 The specialised committees 5016.4 Corporate governance 51
EMPLOYEES 52
Staff and employment policy 5217.2 Bonus shares 52
17.3 Agreement providing for employee shareholding in the capital
of the issuer 52
MAJOR SHAREHOLDERS 53
Major shareholders 53
Breakdown of voting rights 53
Control of the group 53
Agreements likely to bring about
a change in control 54
Information regarding transactions performed on company shares
by executives, similar individuals and their relatives (article l. 621-18-2 of the french monetary
and financial code) 54
Eckert law (law no. 2014-617
of 13 June 2014) 54
OPERATIONS WITH RELATED PARTIES 55
FINANCIAL INFORMATION CONCERNING THE ASSETS, FINANCIAL SITUATION
AND RESULTS OF THE ISSUER 56
Consolidated statements 57
Pro-forma consolidated statements 102
Financial statements 104
Auditing of annual historical
financial information 131
Date of most recent financial information 131
Interim financial information 13120.7 Dividend distribution policy 131
Legal and arbitration proceedings 132
Significant change in financial
or commercial situation 132
ADDITIONAL INFORMATION 133
Share capital 133
Instrument of constitution
and articles of association 135
MAJOR CONTRACTS 138
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF INTEREST 139
DOCUMENTS AVAILABLE
TO THE PUBLIC 142
INFORMATION
ON EQUITY INTERESTS 143
CSR INFORMATION 144
Social information 14626.2 Environmental information 14926.3 Societal information 15126.4 Note on methodology 153
CORRELATION TABLE 155
APPENDICES COMBINED SHAREHOLDERS' MEETING OF 27 APRIL 2017 156
Text of the resolutions submitted to the combined ordinary and extraordinary meeting of shareholders of 27 April 2017 156
Table showing the company's earnings
in the past five financial years 163
Scheduled trade payables 163
Special Report of the Statutory Auditors on regulated agreements
and commitments 164
Chairman's report on corporate governance and internal control for fiscal 2016 167
Report of the Auditors prepared pursuant to Article L.225-235 of the French Commercial Code, on the basis
of the report of the Chairman
of the Board of Directors of Affine R.E. 173
Report of the board of directors
on the capital reduction 174
Statutory Auditors' report
on capital reduction 175
Statutory Auditors' report on capital transactions stipulated in resolutions 7, 8,
10, 11 and 12 of the Combined General Shareholders' Meeting of 27 April 2017 176
Summary of delegations for a capital
increase 178
Proposed delegations of authority
to increase the company's capital 179
Report of the board of directors
on executive compensation 180
Bonus share allotment plan 183
2016Registration Document
This document is a free translation into English of the original French "Document de Référence" hereafter referred
to as the "Registration Document".
It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.
This registration document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers / AMF) on 5/04/2017,
in accordance with Article 212-13 of its General Regulations. It may only be used in support of a financial transaction if accompanied by a securities note authorised by the AMF. This document was prepared by the issuer and the signatories are responsible for its contents.
Copies of this registration document are available free
of charge from the Affine Group, 39 rue Washington - 75008 Paris, and from the Affine website (www.affine.fr) and AMF website (www.amf-france.org).
Affine
2016 Registration Document 1
1 PERSONS RESPONSIBLE11.1Names and titles of the persons responsiblefor the registration document
Until 31 December 2016
Maryse Aulagnon, Chairperson and Chief Executive Officer
Alain Chaussard, Deputy Chief Executive Officer
From 1 January 2017
Maryse Aulagnon, Chairperson
Alain Chaussard, Chief Executive Officer
1.2 Declaration of the persons responsible for the document"We hereby certify, after taking every reasonable measure in this regard, that the information contained in this registration document is, to our knowledge, true and correct and free from material miss- tatement.
We hereby declare that, to our knowledge, the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and financial performance of the company and of all the companies included within the scope of consolidation, and that the management report presents an accurate picture of changes in the business, performance and financial position of the company and of all the companies included within the scope of consolidation, as well as a description of the principal risks and uncertainties to which they are exposed.
We have obtained an audit letter from the Statutory Auditors in which they state that they have verified the information relating
to the financial position and financial statements contained in this document and that they have read the entire document."
The consolidated and separate financial statements for 2016 pre- sented in the registration document are the subject of the Statutory Auditors' reports found in sections 20.1 and 20.3 of this document, which contain no particular observations.
The consolidated and annual financial statements for 2015 pre- sented in the registration document are the subject of the Statutory Auditors' reports found in sections 20.1 and 20.3 of this document. Each report contains an observation drawing the reader's attention to the uncertainty about the value of Banimmo.
The consolidated and separate financial statements for 2014 pre- sented in the registration document are the subject of the Statutory Auditors' reports found in sections 20.1 and 20.3 of this document, which contain no particular observations.
Paris, 5 April 2017
Maryse Aulagnon Alain Chaussard
Chairperson Chief Executive Officer
Affine
2 2016 Registration Document
Affine RE SA published this content on 05 April 2017 and is solely responsible for the information contained herein.
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