Company

Committed to the future

Officiis Properties (previously Züblin Immobilière France) invests in quality office buildings, enabling its tenants to benefit from attractive workspaces, tailored to their organisations’ needs. Officiis Properties owns two office buildings located in Paris’ Western Business District and one office building in Marseille.

PORTRAIT

Officiis Properties (previously Züblin Immobilière France) is a real estate company that has opted for real estate investment trust (SIIC) status and is focused on investing in office real estate. Its shares are listed on Euronext Paris Compartment C, the NYSE Euronext Group market, as Züblin Immobilière France.

Strategy

Officiis Properties invests in quality office buildings, enabling its tenants to benefit from attractive workspaces, tailored to their organisations’ needs.

Portfolio

Officiis Properties owns two office buildings located in Paris’ Western Business District.

Valeurs

Service for our clients

Our organisation and the way we operate are firmly focused on our clients, the tenants in our buildings: our success depends on their success.

Professional quality

To meet our tenants’ needs, we are committed to improving our professional expertise each day through training, exchanging know-how and curiosity.

Respect and responsibility

Through all aspects of our management and communication, we are committed to acting with transparency, integrity and respect in relation to our clients, our employees, our financial partners, our other professional partners and civil society.

Governance

From the outset, Officiis Properties wanted to put in place a high-quality corporate governance framework, independently from the company’s scale. That is why specific committees have been set up and one third of the members of the Board of Directors are independent. The Board meets on a regular basis and provides an essential forum for discussing strategic aspects and taking decisions.

Management

PIERRE ESSIG, CHIEF EXECUTIVE OFFICER

After graduating from Ecole Supérieure de Commerce de Lyon and spending two years with the audit firm Frinault Fiduciaire, in 1987 Pierre Essig moved to the Société Générale group, where he held various positions in France and internationally (Japan, Singapore). In 1997, he joined Société Générale’s mergers and acquisitions teams as director then executive director from 2001. During this period, he led several financial operations in the financial institutions and real estate sectors. In 2003, Pierre Essig was recruited by the Deutsche Bank group to head up its French Corporate Finance team focused on the real estate sector. Since February 2006, he has been Chief Executive Officer of Officiis Properties France.

Board of Directors

Under the company’s articles of association, the Board of Directors must have no less than three and no more than eighteen members, unless otherwise provided for by law in the event of a merger.
Each Board member must hold at least one share for the duration of his office.
Board members are appointed for three years. They may be revoked at any time by the Shareholders’ Ordinary Meeting.
The Company’s Board of Directors has added to its rules of procedure, subject to the condition precedent of the Company’s shares being listed on Euronext Paris by NYSE Paris, to include rules relating to corporate governance, concerning in particular the creation of assisting committees, the adoption of a directors’ charter and internal control.

Philippe Couturier
Chairman
Daniel Rigny
Director
Anne Génot
Director
Dr Losif Bakaleynik
Director
Muriel Aubry
Independent Director
Alexandre Gruca
Independent Director

Audit committee

The Audit Committee’s two members and its Chairman are appointed by the Board of Directors from among the Company’s directors. They are chosen based on their financial and management expertise. Neither the Chairman nor the Chief Executive Officer can be members of the Audit Committee. It meets at least twice a year, as convened by its Chairman or the Chairman of the Company’s Board of Directors. The Audit Committee currently has three members: Alexandre Gruca (Audit Committee Chairman), Muriel Aubry and Anne Genot.

Appointments and Remuneration Committee

The Appointments and Remuneration Committee’s two members and its Chairman are appointed by the Board of Directors from among the Company’s directors. Neither the Chairman nor the Chief Executive Officer can be members of the Appointments and Remuneration Committee. It meets at least twice a year, as convened by its Chairman or the Chairman of the Company’s Board of Directors. The Appointments and Remuneration Committee currently has three members: Muriel Aubry (Appointments and Remuneration Committee Chairman), Alexandre Gruca and Dr Iosif Bakaleynik.

Executive remuneration

Remuneration information is presented below in accordance with French Law 2008-649 of July 3, 2008 and the AFEP-MEDEF recommendations from October 2008.

Summary of remuneration, options and shares awarded to each executive officer

€’000
March 31, 2016
March 31, 2015
Total316.6302.6
Dr Iosif Bakaleynik, Chairman
(until July 31, 2015)
Remuneration due for the year
2325
Value of options awarded during the year--
Value of performance shares awarded during the year--
Subtotal2325
Mr Philippe Couturier, Chairman
(since August 1, 2015)
Remuneration due for the year
--
Value of options awarded during the year--
Value of performance shares awarded during the year--
Subtotal--
Mr Pierre Essig, Chief Executive Officer
Remuneration due for the year
293.6277.6
Value of options awarded during the year--
Value of performance shares awarded during the year--
Subtotal293.6277.6

Summary of remuneration for each executive officer

€’000
Year ended March 31, 2016
Year ended March 31, 2015
Total316.6343.1302.6276.1
DuePaidDuePaid
Dr Iosif Bakaleynik, Chairman
(until July 31, 2015)
Fixed remuneration
----
Variable remuneration----
Exceptional remuneration----
Directors' fees2325.52522.5
Benefits in kind----
Subtotal2325.52522.5
Mr Philippe Couturier, Chairman
(since July 31, 2015)
Fixed remuneration
----
Variable remuneration----
Exceptional remuneration----
Directors' fees 2325.5 25 22.5 
Benefits in kind----
Subtotal23 25.5 25 22.5 
Mr Pierre Essig, Chief Executive Officer
Fixed remuneration240.0240.0240.0240.0
Variable remuneration----
Exceptional remuneration406424-
Directors' fees----
Benefits in kind13.613.613.613.6
Subtotal293.6317.6277.6253.6

Mr Pierre Essig’s benefits in kind correspond to the Company covering the annual insurance premium for his ‘executive social cover’ (Garantie Sociale des Dirigeants et Chefs d’Entreprise) policy.

Directors’ fees

€’000
Directors’ fees paid during the year ended
Total87101.5
March 31, 2016March 31, 2015
Board members
Mr Philippe Couturier (since July 31, 2015)--
Mr Daniel Rigny (since July 31, 2015)--
Mrs Anne Genot (since July 31, 2015)--
Mr Alexandre Gruca (since July 31, 2015)10.0-
Mrs Muriel Aubry (since July 31, 2015)10.0-
Dr Iosif Bakaleynik (since June 25, 2014)2322.5
Mr Vlad Osipov (June 25, 2014 - July 31, 2015)1218
Mr Iakov Tesis (June 25, 2014 - July 31, 2015)1018
Mrs Corinne Bourbon (September 24, 2014 - July 31, 2015)1016
Mrs Anna Samoletova (February 5, 2015 - July 31, 2015) 124
Mr Pierre Rossier (until June 25, 2014)-5
Mr Andrew Walker (until June 16, 2014 )-2
Mr Bruno Schefer (until June 25, 2014)--
Mr Xavier Didelot (until June 25, 2014)-4
Mr William Nahum (until June 25, 2014)-2.0
Mrs Delphine Benchetrit (until January 5, 2015)-14.0
Mr Pierre Essig--

Stock options or warrants awarded during the year to each executive officer

None

Stock options or warrants exercised during the year by each executive officer

None

Performance shares awarded to each executive officer

None

Performance shares that became available during the year for each executive officer

None

Information on the executive officers

Executive officers benefits
Employment contract
Supplementary pension scheme
Compensation or benefits due or likely to be due after officers leave positions or change functions
No-compete clause
Mr Philippe Couturier, ChairmanNoNoNoNo
Dr Iosif Bakaleynik, ChairmanNoNoNoNo
Mr Pierre Essig, Chief Executive Officer
NoNoNoNo

Internal control

Company’s internal control objectives

The various objectives that can be set for internal control include preventing and managing the risks resulting from the company’s business, particularly the risks of accounting and financial errors or fraud, the risks associated with its status as a property owner, the risks resulting from its rental management business, and the risks associated with buying and selling real estate assets. Nevertheless, as with any control system, it cannot provide an absolute guarantee that these risks are fully eliminated.

Alongside this, internal control aims to ensure that the management processes and documents and the procedures for carrying out the Company’s various operations, in addition to the activities of its staff, are effectively aligned with the guidance given by the leadership team for the Company’s activities.

Lastly, internal control aims to check that the accounting, financial and management information provided to the Company’s management structures accurately reflects the Company’s business and situation.

Internal control procedures put in place by the Company

Officiis Properties has put in place several internal control procedures primarily covering three areas:

  • Prevention and management of risks relating to the acquisition of real estate assets, rental management and the property owner status;
  • Preparation of accounting and financial information;
  • Monitoring of regulatory requirements and commitments.

These procedures are detailed in the Chairman’s report on internal control, available on the Company’s website.

Improvement actions

The Company is continuously improving its internal control organisation and more specifically its relevance in relation to the Company’s scale and activities. In this context, Scaprim Property Management and Scaprim Asset Management have been entrusted with rental management and asset management respectively for the Company’s buildings since August 2015.

 

External control

Statutory auditors and real estate appraisers

Incumbent statutory auditors
  • Auréalys sarl, Aymeric Janet, 11 rue du Colisée – 75008 Paris – France – Paris trade and company register: 502 510 860

The company Auréalys was appointed at the combined general meeting on July 27, 2015 for six years through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2021.

  • Ernst & Young et Autres, Jean-Philippe Bertin, 1 place des Saisons – 92400 Courbevoie – France – Nanterre trade and company register: 344 366 315

The company Ernst & Young et Autres was appointed as part of the collective decisions by the Company’s partners on January 13, 2006 for six years. At the general meeting on June 28, 2011, it was reappointed for a further six-year period through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2017.

Deputy statutory auditors
  • Rossini Expertise Audit sarl, 1 rue Rossini – 75009 Paris – France – Paris trade and company register: 492 260 906

At the general meeting on July 27, 2015, the company Rossini Expertise Audit was appointed for six years through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2021.

  • Auditex SA, Tour Ernst & Young – 11 allée de l’Arche – 92037 Paris-La-Défense cedex – France – Nanterre trade and company register: 377 652 938

The company Auditex was appointed as part of the collective decisions by the Company’s partners on January 13, 2006 for six years. At the general meeting on June 28, 2011, it was reappointed for a further six-year period through to the ordinary general meeting convened to approve the financial statements for the year ending March 31, 2017.

 

Real estate appraisers

The Company has appointed Jones Lang LaSalle as an appraiser for valuing the Group’s real estate assets.

Jones Lang LaSalle, 40-42 rue de la Boétie – 75008 Paris – France, represented by Mr Gareth Sellars, is a recognised real estate industry expert and has all the capabilities required to carry out the valuations requested by the Company.

These valuations are in line with national industry standards from the French property valuation appraisal charter (Charte de l’expertise en évaluation immobilière) and have been prepared in accordance with the report drawn up by the working group on real estate appraisals for publicly traded companies chaired by Georges Barthes de Ruyter (COB Bulletin, February 2000). This appraisal is also in line with the TEGoVA European industry standards and the guidelines from The Royal Institution of Chartered Surveyors’ (RICS) Appraisal on Valuation Manual.

Statutory auditors’ special report

Statutory auditors’ special report on regulated agreements and commitments

Dear Shareholders,

In our capacity as your company’s statutory auditors, please find hereafter our report on regulated agreements and commitments.

We are required to report to you, based on the information provided, on the main terms and conditions of agreements and commitments that we have been informed of or that we have become aware of in connection with our audit, without making any judgment relative to their utility or legitimacy, or looking into the possible existence of any other agreements and commitments. It is your responsibility to evaluate the benefits of concluding such agreements and commitments with a view to their approval.

As relevant, it is also our responsibility to provide you with the information required under the article relating to the implementation during the past year of any agreements and commitments already approved by the general meeting.

We have performed the procedures that we have deemed necessary in view of the French national statutory auditors board (Compagnie nationale des commissaires aux comptes) professional standards for this mission. These standards require that we perform procedures to verify that the information given is consistent with the underlying documents.

Agreements and commitments submitted for approval at the general meeting

We have not been informed of any agreements or commitments during the past financial year to be submitted for approval by the general meeting as provided for under the article from the French commercial code.

Agreements and commitments already approved by the general meeting
Agreements and commitments approved in previous years

a) That remained in force during the past financial year

In accordance with Article R.225-30 of the French commercial code, we were advised of the following commitments and agreements, approved at general meetings during previous financial years, which remained in force during the past financial year.

With the company Officiis Properties Immobilien Management AG
People concerned

MM. Iosif Bakaleynik, Vladislav Osipov and Iakov Tesis, directors, and Pierre Essig, Chief Executive Officer and director of your company.

Nature and purpose

During its meeting on January 16, 2006, your Board of Directors approved an agreement entered into on January 18, 2006 with the company Officiis Properties Immobilien Management AG, under which the latter undertakes to carry out missions covering investment strategy advisory services, assistance for the implementation of investments and sales, the structuring of liabilities for investment operations and financial arrangements for your company in connection with its real estate business.

Conditions

Under this agreement, the quarterly fees for services provided by Officiis Properties Immobilien Management AG represent 0.025% of the market value of assets. For the year ended March 31, 2015, your company paid a total of €300,000 to Officiis Properties Immobilien Management AG under this agreement.

b) That did not remain in force during the past financial year

In addition, we were advised of the continuation of the following commitments and agreements that were approved at general meetings during previous financial years and were not implemented during the past financial year.

With Mr Pierre Essig, Chief Executive Officer and director of your company
Nature and purpose

Nature and purpose
During its meeting on May 17, 2011, your Board of Directors approved a unilateral preliminary sales agreement to be set up for all the capital of Officiis Properties Asset Management with Mr Pierre Essig under the conditions set out below.

Conditions

From June 1, 2011, Mr Pierre Essig can acquire all the capital of the company Officiis Properties Asset Management based on its net asset value in the following cases:

  • Discontinuation of the asset management activity on behalf of your company and/or third parties;
  • Your company no longer having 100% control of Officiis Properties Asset Management.

The net asset value of the company Officiis Properties Asset Management corresponds to its net book value plus the discounted value of future recurrent net income over the remaining term of any asset management agreements in force on the date when the option is exercised and 50% of any exceptional remuneration that would be paid subsequently to the company Officiis Properties Asset Management under such agreements.

Olivet and Paris-La-Défense, June 5, 2015

The Statutory Auditors

FCN ERNST & YOUNG et Autres
Jean-Michel Rouzee Nathalie Cordebar

Shareholding structure

Shareholders at March 31, 2018
Undiluted
Diluted
REOF Holding S.à.r.l 56.77% 33.79%
Zublin Immobilien Holding AG 28.99% 17.26%
Free float 13.93% 8.30%
Directors and executives 0.15% 0.09%
Treasury stock 0.16% 0.09%
TwentyTwo Credit S.à.r.l 0.00% 40.48%

The total theoretical number of voting rights and shares represents 19,884,220.

If all the redeemable bonds (ORA) and convertible bonds issued by the company are converted, the total number of shares and voting rights would come to 33,406,578.