Jean-Paul Loozen Update Feb. 2017 Jean-Paul Loozen, MSc in Management, CF, FRICS, Bel. CPA Executive Summary CPA and Audit Partner for the larger REIT s and property companies of Belgium (1995-2001) ; Executive Management and COO of the largest Brussels development project and group of companies (1993-2004); Co-author of the first Royal Decree creating the BE-REIT legal framework (1995); Founding Partner of Andersen Real Estate Corporate Finance Belgium (1996); Founding Partner of Deloitte Real Estate Corporate Finance Belgium (2002); Real Estate Industry Services Leader for Belgium (1997-2013); Practice Director for the Andersen Real Estate Corporate Finance & Consulting division, for Western Europe, Central & Eastern Europe, and North America (1998-2002); International Real Estate Industry Leader for Deloitte Europe, Middle East & Africa (EMEA) (2006-2014); International Real Estate Advisory Services Leader for Deloitte Europe, Middle East & Africa (EMEA) (2014 to date) ; Structured transactions of property interests in excess of 2 bio EUR; management or supervision of the largest commercial property transactions in Belgium in 2001, 2004, 2005, 2006 and 2007. Member of the Deloitte Global Real Estate Executive (2014 to date); Professor at the Brussels University and Academic Director of its post-graduate programme in professional real estate (2003 to date) Professional Experience Jean-Paul Loozen graduated in Business Administration from the Solvay Business School of the University of Brussels in 1981. Directly hereafter he started working with Arthur Andersen which he joined as audit staff, and gradually specialized in real estate. Jean-Paul Loozen was promoted partner in 1996, as of which date he headed the Real Estate Industry Group of Andersen Belgium. As from 1998, Jean-Paul Loozen was the practice director for real estate corporate finance and consulting in Europe and North America, while retaining his responsibilities in Belgium and the executive management of the very large I.R.C. redevelopment project and group of companies. Page 1
Following the merger of the Belgian Andersen organization with Deloitte in September 2002, Jean-Paul headed Deloitte Corporate Finance Real Estate, and the national firmwide real estate and construction industry program. He co-founded the Deloitte Real Estate Europe, Middle East & Africa (EMEA) program in 2004, was its leader from 2006 till 2014, and since 2014 leads the EMEA Real Estate Advisory Services and is a member of the Global Real Estate Executive. Selected Projects Jean-Paul Loozen has been coordinating and supervising among others the following real estate engagements: Executive Management and COO Position International Rogier Center (I.R.C.), Brussels (1993-2005) Senior development executive and COO for the largest mixed-use tower redevelopment (88,000 m²) in central Brussels. This position included : - the initial review and strategic planning, - feasibility study, - financial projections, - evaluation of the project and regular updates, - selection and co-ordination of architects, engineering firms, third party suppliers, contractors and negotiation of their terms and conditions, - definition of the architectural design brief, - legal structuring, - control of the co-ownership association, - creation and monitoring of the costs and budgets follow-up system, - management of the environmental and building permits processes, - supervision of staff and all third party suppliers/consultants, - project co-ordination, - and overall owner representation, initially for absentee shareholders and subsequently a consortium of mainly passive shareholders. The COO position further included : - permanent Board of Directors attendance and reporting, also acting as its General Secretary ; - chairing the weekly Operating Committees of the 7 development companies involved; setting up their agenda and following up on the action points ; - supervising all aspects of financial reporting ; approval of capital expenditures and expenses ; relations with the PwC auditors ; - ultimate disposal of the shareholding interests in the group of companies to the acquiring end user of the new I.R.C. complex. The above was conducted for the following group of companies : - B.B.C., S.A., the 88.000 m² I.R.C. tower development project company, together with 5 subsidiaries (of which the merger with their parent company was also organized and executed) ; - Exploitation & Gestion (E&G), S.A., the company owning 50 % of the 300 Page 2
places public parking garage under Place Rogier in the center of Brussels ; the acquisition of E&G was part of the implemented business plan, together with the negociation of an operator contract with Interparking group and its subsequent monitoring ; - Regina, S.A., a company incorporated to develop 5.000 m² of residential space in Brussels, a condition attached to the grand project permits. - Real Estate Corporate Finance and Valuation Valorimmo This operation was similar to the Fedimmo operation in 2006 and consisted in the sale by the State- of S.A. Valorimmo shares, a special purpose company to which a portfolio of buildings was to be contributed (from 150 to 200 mio EUR). These properties owned by the State would then be leased back by the Belgian State s real estate administration. Tasks included the following: - Assess the properties market values; - Determine the rental parameters in order to optimize the portfolio value; - Setup a data room for the candidates investors, and subsequent meetings with them; - Follow up and analyze the offers with the project steering committee at governmental level (Ministry of Finance, the State s real estate administration and the State s financial holding company). Residential Development Group Sale of the shareholding interests in a residential development group. The family owners of a residential development group with 15 ongoing projects and a landbank reserve had entrusted us with the engagement to dispose of the shareholding interests. European Commission The European Commission appointed Deloitte Real Estate as professional advisor to carry out inspection and valuation of different real estate properties. The Commission occupies over sixty properties in the Brussels Region. Almost one million m² are occupied by all the European Institutions combined in Brussels, 700.000 m² of which by the Commission. Belgian State 2001 till 2004 Deloitte was appointed in 2001 as sole advisor to the Belgian State in the general framework of sale and rent back operations of major office buildings located in Belgium. These operations together reached a total of 502mio EUR: The Finance Tower The 200,000 m² and 32 stories Finance Tower was the flagship of the Federal Government s office portfolio. Our assignment started after the State had issued the tender documentation, to provide assistance in handling the upcoming responses from the investment market. We then performed the analysis and assessment and optimization of potential acquirers bids along three axes: qualitative, quantitative and associated risks, prior to opening the negotiations with the bidders. Page 3
In a timeframe of eight weeks the team analyzed and short listed candidates out of the bids received by the State, handled 24 negotiation sessions in the capacity of lead negotiators on behalf of the Government, closing with the final bidder selected in agreement with the Council of Ministers. This was the largest transaction on the Belgian property market in 2001 (276 mio EUR). 2001-2004 We conducted similar operations in 2001, 2002 and 2004 regarding 5 other major office buildings of the Belgian State, for an additional total of 230 million EUR: - 2001 Brussels Rue des Palais 10,000 m² - 2002 Brussels State Administrative Centre 220,000 m² - 2002 Charleroi Tour Albert 20,500 m² - 2002 Ghent Ter Plaeten 24,000 m² - 2004 Brussels Egmont I and II 38,200 m² New Antwerp Court House 2005 (250 mio EUR) This engagement included: - preparing a complex sale file about the transfer of the asset together with the takeover, by the investor, of the construction debt to be paid to the private developer by annuities, and the long term rent back by the State followed by a priority right for lease extension or buy back; - negotiating the terms and conditions with the candidate investors and the developer-creditor; - organizing a final competition on pricing, and closing the transaction with the execution of the Contracts. This transaction was the largest on the Belgian property market in 2005. New Ghent Court House 2006 (140 mio EUR) This operation, with this time a value of 140 mio EUR, was similar to the Antwerp Court House engagement: a transfer of the asset together with a debt takeover and the long term rent back by the State s real estate agency. Zuiderpoort Ghent 2006 (154 mio EUR) These buildings, half let to the the State s real estate agency with an 18 year lease, were transferred by the co-developers DVG and Mercator Insurance to the Bear Stearns Ltd. and Sjova Insurance Company consortium. The engagement included: - defining the transaction parameters according to the agreements and mutual interests of the co-developers; - searching for investors, who entered into a confidentiality agreement; - preparing the transaction information memorandum; - negotiating the best suited offers, the contractual terms, conditions and guarantees. Covent Garden divestment 2007 ( > 250 mio EUR) This engagement related to a development company owning the 77.000 m² Covent Garden office property in the center of Brussels. The tasks were as follows: o assess the market value of the property and the corporate shares under various scenarios; o assist in the negotiation of a long term lease by public authorities; o define the list of potential investors; Page 4
o o o prepare the information memorandum and approach investors under cover of a confidentiality agreement; prepare the data room jointly with the company s management; handle negotiations with the candidate investor(s) and following up till closing of the transaction, which was the largest commercial space transaction of 2007 in Belgium. Sale of Hermes Plaza to Rubicon - 2006 This engagement included the assistance to the contract negotiations for the disposal of the shareholding by the developer. The complexity of the shares sale and pricing was due to the ongoing construction, and the fact that an agreement with an end user had been secured for a portion of the space only. The work focused on the negotiation of the terms and conditions and price adjustment formulas, as well as a differentiated treatment between the two parts of the complex. JM Construction Search for investors for a 10.000m² office building in the center of Brussels. The work was to search for potentially interested investors, prepare an information memorandum followed by negotiations and guidance in the data room process. This engagement was completed after negotiation of the price, conditions and guarantees, next to the setup of the contracts. CIP Group Search for equity investors for two office development projects (over 100 mio EUR). The engagement was initially to identify possible equity providers, transmit an information memorandum under cover of a confidentiality agreement, negotiate the terms not only for the financial aspects but also the mutual rights and obligations, as only part of the equity interests were disposed of. This engagement ended with guidance in the contracts process and the final closing. Cofinimmo S.A. Brussels Deloitte provides all audit services to the Group Cofinimmo, the largest real estate investment trust in Belgium. Our work requires a review of real estate assets and preliminary analysis of investments. Alcatel Deloitte was appointed by Alcatel Belgium to undertake a thorough review of the company s facilities. The assignment consisted of developing client specific property concepts and optimization approaches that reflect the long-term company strategy and the specifics of Alcatel Belgium s business - both in terms of markets served and operating environment. This mission was followed by guidance in identifying and selecting sites or real estate projects in the Antwerp area, and then by guidance in negotiating the terms and conditions of leasehold rights acquisition contracts for the Kievitplein complex in the center of Antwerp. European Parliament, Brussels This engagement, carried out together with Deloitte London, provided the European Parliament with assistance for the organization of a long term financing for the new parliamentary complex in Brussels, costing in excess of 1 bio EUR, secured by the future revenues from the complex. Page 5
Belgian State Embassy Grounds Development, Tokyo, 2005 This 415 mio EUR sale and development agreement was an engagement conducted at the request of the Minister of Foreign Affairs, to ensure the most favorable disposal of excess grounds of the Belgian Embassy in Tokyo, located in the immediate vicinity of the Imperial Palace, combined with a development agreement whereby a new embassy and lodgings for the diplomatic staff would be provided at no cost by the to be contracted Japanese consortium acquiring the site for a large mixed use property development. The engagement was conducted in Tokyo together with Belgian legal counsels, and encompassed a call for interest followed by the issuance of the Information Memorandum to the qualified Japanese developers and negociation of terms, conditions and guarantees, leading to the execution of the contractual documents for this largest property transaction by the Belgian State in the last 50 years. Bally Group Deloitte had been hired by the new owner of this group, Texas Pacific Group, to help them in the disposal of non-strategic retail outlets. This major engagement involved real estate, legal as well as social aspects and constituted in that respect a perfect case for putting multidisciplinary competencies in real estate at work. Real Estate Bank, Brussels Review of the real estate loans, real estate assets valuation and analysis, feasibility studies and determination of workout scenarios (41.5 billion BEF in Belgium and 10 billion BEF in France). This engagement culminated with a reporting to the Board of Directors as to an analysis of the risk profile of the different tranches of the loans portfolio and a proposed plan of action to handle the troubled property loans situations. Privately held Real Estate Investment Group This engagement consisted in the reorganization of 5 privately held real estate holding companies. It included a financial review of the companies, an analysis of the market prices and the appraisal reports. We provided a valuation appraisal of a commercial building in the U.S. as well an estimate of the enterprise fair value of a commercially operated public parking garage company belonging to the group. Belgacom Proximus Ameritech Valuation review of the Belgacom Proximus group properties in Belgium (720,000 m 2 ) on behalf of Ameritech, as part of its due diligence review for its upcoming acquisition of a shareholding stake in the historical Belgian telecom operator. Swedish Real Estate Bank Valuation appraisal of a portfolio of 12 large properties as part of a valuation of 60 important buildings in different European countries, held as collateral for commercial space senior loans. Swiss Life Deloitte was appointed by a Swiss Life group company to appraise a 10 office buildings portfolio in Brussels. All the buildings were located in decentralized areas or in the periphery of Brussels. The total gross area of the portfolio amounted to approx. 35,000 m², with a total value in excess of 50 mio. Page 6
Swift Development of a strategic plan for the Swift premises including feasibility studies for comparative options in respect of timing, risks and cash flows. We assisted the company to elaborate on a real estate expansion strategy in order to increase its flexibility as well as minimizing real estate risk and exposure in the long term. Having implemented a co-location plan, Swift asked for assistance with the disposal of an excess office space site totaling 14 ha of land area, with an industrial (and pollution) legacy. The process was managed by first securing preliminary approval for rezoning the site to mixed use, allowing the future development of residential and retail space with ancillary parkings on top of the industrial & office space uses. The property was then the subject of a call for candidate developers, the issuance of an Information Memorandum, access to a data room, and bid negociations. The process further included the coordination with soil pollution consultants, reviewing the drafts Notary Public sale deeds, and culminated with the execution of the disposal without seller s guarantees given. Valuation Appraisal of Real Estate Deloitte Real Estate Belgium has conducted several appraisal and valuation engagements, with an individual value ranging from 2.5 to 250 million EUR. Since 2003, our valuation and appraisal practice valued properties with a total value in excess of 7.8 billion EUR. These buildings are: - office complexes; - retail centers; - mixed use buildings (residential/offices); - logistics properties; - semi-industrial assets. Deloitte Real Estate is the real estate valuation expert of the European Commission in Brussels. Portfolios Reviews and Corporate Real Estate IVG Strategic review of the real estate portfolio of one of Belgium s largest real estate owners. The assignment consisted in developing a dynamic model enabling an investment quality ranking of the buildings, putting the emphasis on, among others, the current rental situation, quality of the building, local market features, neighboring properties competition, location, and clarifying strong and weak points of the different properties. SNCB NMBS (Belgian Railroad Company) An optimization study regarding the Brussels administration office buildings (150,000 m²), providing quantitative and qualitative analyses, office space conceptualization study and work out of portfolio optimization solutions: - Visit of the existing buildings; - Analysis of requirements + development of space standards; - Work out of new space concepts; Page 7
- Strategic analysis of the portfolio with financial analysis for new property opportunities; - Development of a phased transformation planning. Federal Belgian Government A multidisciplinary engagement was conducted for federal Minister R. Daems in covering the following: - PPP training - e-government - PPP strategy and implementation road map for the Government - Real Estate strategy of the federal Government Our deliverables included a long form report on PPP implementation options, and a strategy and short term action plan for refinancing of real estate properties, submitted to all members of the federal government. Brussels Airport, Analysis and Valuation of Airport Operations In relation with the planned merger of the two entities operating the Brussels Airport, we were asked to: - review the proposed valuation for the air side infrastructure and business operations; - provide with an alternative valuation for the Brussels Airport Authority (RVA) air traffic related and commercial operations. This engagement included: - a review of the airport functions, the airport operations under proposed restructuring, the revenue streams and cost structure and generators; - a review of the traffic volume and structure and its evolution under various scenarios; - the long term financial modeling of the airport economic and financial operations; - a comparison with other european airports data and their financial performance indicators. UPC Deloitte was selected by UPC to assist them in the relocation process of their Brussels offices and the acquisition of a new technical building. Siemens Huizingen Project Management for Siemens in Huizingen in the Brussels periphery 30,000 m² offices. The engagement included the negotiation of contracts, the concept definition, the preparation of the financing file as well as the project management and follow-up. Shurgard, Brussels, Belgium Review of a project development for a new real estate concept in Western Europe, examination of financial projections and underlying operating assumptions. Groenplaats Retail and Hotel Project, Antwerp This engagement consisted, on the one hand, in financial analysis for a consortium of banks and, on the other hand, the valuation of assets and Page 8
liabilities of a part of the real estate project, and also an estimate of its market value, in the context of a 23,000 m² development that had run into major delays and cost overruns. The engagement then included assistance and advisory work in the context of the disposal negotiations. Project Management Euromut Deloitte was project manager for Euromut during the relocation process to an existing renovated building. Euromut was regrouping their current headquarters located in 4 different buildings towards one recently purchased building of 10.000 m²., after transformation of that facility. Amrop International Deloitte was retained for the project management and relocation management for Amrop International. Investimmo, Luxembourg Real Estate, legal and tax consulting assistance for the development of a 23.000 m² office building. Siemens, Mons Project Management for the regional headquarters of Siemens in Mons : an office space project including the analysis of space requirements, program s definition, project team structuring, acquisition assistance, planning permission assistance and follow-up on the implementation. Audit Partner Statutory audit and financial due diligences supervision for the following large institutional property investors or developers : - Cofinimmo REIT ; - Intervest Offices REIT - Intervest Retail REIT - ImmoInvest - ImmoCorp - Codic developments - Vastned Group - Shurgard Belgium Author of the financial reporting and accounting standards chapter of the 1995 Royal Decree creating the REIT legal framework in Belgium. Academic Activities Professor at the Solvay Business School Faculty of the Brussels University ; Holder of the IFRS Advanced Accounting compulsory course, incl. merger accounting and group consolidation, in 1 st Master year ; Professor and Academic Director of the Post-Graduate Program in professional real estate of the Brussels University ; Page 9
Visiting professor in the M.B.A. and Master in Banking & Finance programs of the Brussels University in Ho-Chi-Minh City and Hanoï (course of Real Estate Investments in an Asian Context) ; Co-director of the program and Secretary of the Jury of the Master in Management Science of the Solvay Faculty of the Brussels University Awards, Recognitions, Achievements, and Publications Professional Association of the Belgian Real Estate Industry (U.P.S.I.) Member of the Brussels University Solvay Alumni association. Member of the U.L.I. (Urban Land Institute European Branch) Professional Qualifications and Affiliations Graduated with high honors in Business Administration from the Solvay Business School Faculty of the University of Brussels in 1981. Corporate Finance Qualification U.K. (ICAEW) Qualified CPA (Reviseur d entreprises) (1991) Fellow of the Royal Institute of Chartered Surveyors (R.I.C.S) Languages French [Native], Dutch [Fully fluent], English [Fully fluent], German [Notions], Finnish [Notions] Personal and Contact Details Age: born on 22 June 1957 Nationality: Belgian Telephone : +32 495 59 48 14 Residence addresses : Jan De Trochstraat, 194 1703 Schepdaal - Belgium Manneriehof Merlscheid, 114 4760 Merlscheid Belgium Email addresses : jloozen@solvay.edu jean-paul.loozen@ulb.ac.be Resume Update Feb. 2017 Page 10