A n n u a l R e p o r t 2 0 0 1
Transcription
A n n u a l R e p o r t 2 0 0 1
A n n u a l R e p o r t D E U T S C H E R E A L 2 0 0 1 E S T A T E A kt i e n g e s e l l s c h a f t A member of the HBAG/AGIV Real Estate Group D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t BRIEF CORPORATE PROFILE Deutsche Real Estate AG of Bremerhaven is a rapidly growing real estate investment corporation investing exclusively in German real estate, both directly and indirectly. It pursues a yield-oriented policy of active real estate management. It is responsible within the HBAG/AGIV Real Estate Group for expansion and optimization of the real estate portfolio and also for seizing lucrative opportunities for the sale of individual properties. The real estate portfolio managed by Deutsche Real Estate AG and its subsidiaries at end 2001 had a total value of around one billion Euro. It is concentrated geographically in German growth regions with a major share in Berlin’s highly promising real estate market where Deutsche Real Estate AG is involved in prime locations like the Hackesche Höfe, the Gendarmenmarkt, Lützowplatz and the Kurfürstendamm. HBAG Real Estate AG acquired a majority interest in the corporation in October 1998. HBAG is a real estate holding and financing corporation responsible for steering the group which focuses its activities on the German market where it is now involved in the complete value-added chain of the real estate sector. Deutsche Real Estate AG is a successor corporation to Geestemünder Bank AG, an oldestablished company founded in 1871. Its banking business was transferred in 1997 to Bankhaus Neelmeyer AG of Bremen, a subsidiary of the Vereins- und Westbank. Administration of the corporation’s own assets continued under the new name of Geestemünder Verwaltungs- und Grundstücks-AG. Following its acquisition by HBAG, the corporation’s name was changed to Deutsche Real Estate AG in April 1999. Its head office was transferred to premises on the prestigious Gendarmenmarkt in Berlin’s Central district in the summer of 2001. Key data Balance sheet total (holding company) Balance sheet total (consolidated) Equity (holding company) EUR ’000 EUR ’000 EUR ’000 Real estate portfolio Investment volume Number of properties Total site area Rental space Budgeted annual rental income Figures include full value of subsidiaries EUR ’000 m2 m2 EUR ’000 1999 88,366 293,375 70,806 2000 129,518 410,156 109,169 2001 158,312 569,605 115,448 1999 410,567 45 630,000 420,000 35,023 2000 758,246 59 829,000 635,000 58,952 2001 978,428 66 925,000 757,000 69,414 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t City Address Northern region Bremen Bremerhaven Goslar Hamburg-Norderstedt Hamburg Hamburg Hamburg Hamburg Lübeck Nordenham Vegesacker Heerstrasse 198-200 An der Mühle 44 Im Schleeke 115/116 Kohfurth 15 Friedrich-Ebert-Damm 110-112 Elbberg 1 Osterfeldstrasse 12-14 (property under construction) Mendelssohnstrasse 15 Bei der Lohmühle 21a Portfolio of dwellings 100 100 100 90 100 49 62 100 90 6 2,824 1,117 13,850 4,957 7,862 2,603 11,415 14,200 6,176 28,215 Retail Retail Commercial Commercial Commercial Commercial Commercial Commercial Commercial Residential Eastern region Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Berlin Dresden Dresden Engelsdorf Halle Schwedt Teltow Friedrichstrasse 231 Grolmanstrasse 40 Sophienstrasse 6 (Hackesche Höfe) Hauptstrasse 13 Idunastrasse 1-2 Teilestrasse 34-38 Taubenstrasse 19 Wiesenweg 3-4 Wittenauer Strasse 6-8 Sickingenstrasse 20-28 (property under construction) Sickingenstrasse 70-71 Kurfürstendamm 12-15 Einemstrasse 20-24 Wilhelmsruher Damm 229, 231-245 Seestrasse 64 (Forum Seestrasse) Oudenarder Strasse 16 (Osram-Höfe) Krausenstrasse 8 Reichpietschufer (property under construction) Kesselsdorfer Strasse 240 Wiesentorstrasse / Narrenhäusl Riesaer Strasse 102 Brauhausstrasse Kuhheide 14 Potsdamer Strasse 10 / Neissestrasse 1 100 6 45 100 100 100 47 100 100 40 40 26 25 94 47 47 50 100 100 100 100 100 100 100 5,896 3,318 26,366 23,565 4,805 8,340 4,190 2,274 3,253 34,304 44,872 14,939 11,330 11,472 18,648 56,831 2,131 13,566 8,061 487 8,764 8,320 2,250 5,464 Commercial Commercial Commercial Commercial Retail Retail Commercial Retail Retail Commercial Commercial Commercial Commercial Commercial Commercial Commercial Commercial Commercial Retail Commercial Retail Retail Commercial Commercial Western region Bottrop Düren Düsseldorf Düsseldorf Düsseldorf Duisburg Cologne Cologne Friedrich-Ebert-Strasse 106 Bahnstrasse 11 Bonner Strasse 155 Ulmenstrasse 315 Wahlerstrasse 37-38 Averdunk-Centrum / Landfermannstrasse 26 Bernkasteler Strasse 77 Edmund-Rumpler-Strasse 6 100 100 100 100 100 70 100 40 4,349 3,938 6,707 2,532 25,637 5,322 2,830 14,831 Retail Retail Commercial Retail Commercial Commercial Retail Commercial Central region Dietzenbach Dietzenbach Frankfurt am Main Frankenthal Giessen Heidelberg Heidelberg Heidelberg Heidelberg Limburgerhof Ludwigshafen Neu-Isenburg Saarbrücken Saarbrücken Worms Waldstrasse 29 Waldstrasse 66-76 Westerbachstrasse 47 Beindersheimer Strasse 79 Robert-Bosch-Strasse 3 Mannheimer Strasse 1 Im Neuenheimer Feld 515/517-519 Im Neuenheimer Feld (property under construction) Vangerowstrasse 18 Burgunderplatz / Chenover Strasse Carl-Bosch-Strasse 71 Dornhofstrasse 38 Kaiserstrasse 25 Hafenstrasse 16 Am Ochsenplatz 17 100 100 100 100 100 44 49 49 100 100 100 80 100 100 100 44,620 16,238 17,870 8,163 1,886 2,502 10,138 24,803 3,029 1,014 414 8,610 5,149 2,054 3,970 Commercial Commercial Commercial Commercial Retail Commercial Commercial Commercial Commercial Commercial Commercial Commercial Commercial Commercial Retail Southern region Augsburg Böblingen Freising Munich Munich Munich Stuttgart Stuttgart Stuttgart Bürgermeister-Fischer-Strasse 11 Otto-Lilienthal-Strasse 38 Alois-Steinecker-Strasse 20 Heidemannstrasse 164 Prinzregentenstrasse 18 (property under construction) Maria-Probst-Strasse 37 Lehmfeldstrasse 7 Rosensteinstrasse 22-24 Friedrichstrasse 13 90 100 94 10 65 100 95 100 100 10,212 5,032 12,000 71,153 4,900 5,414 847 6,593 7,800 Retail Commercial Commercial Commercial Commercial Commercial Commercial Commercial Commercial Status: February 2002 Share % Rental space m2 Type D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t REAL ESTATE INVESTMENTS GERMANY Norderstedt Bremerhaven Hamburg Commercial Retail Lübeck Schwedt Nordenham Bremen Residential Berlin Teltow North East Goslar Engelsdorf Halle Bottrop Duisburg Düsseldorf West Dresden Central Cologne Giessen Düren Saarbrücken Frankenthal Neu-Isenburg Worms Ludwigshafen Limburgerhof Frankfurt Dietzenbach Heidelberg South Stuttgart Böblingen Augsburg Freising Munich Status: February 2002 DEUTSCHE REAL ESTATE AG’S LOCAL PARTNERS Northern region Eastern region Western region Central region Southern region Freydag & Co. Real Estate Hamburg GmbH Hans Freydag Ness 1 D-20457 Hamburg Tel.: + 49 40 410 983–0 Fax: + 49 40 410 983–21 info@freydag-co.de www.freydag-co.de Rohrlapper & Co. Berlin real estate GmbH Arnd Rohrlapper Clausewitzstrasse 9 D-10629 Berlin Tel.: + 49 30 88 48 38-0 Fax: + 49 30 88 48 38–28 mail@rohrlapper.de www.rohrlapper.de Kündgen Düsseldorf Real Estate GmbH & Co. KG Karl Heinz Kündgen Steinstrasse 30 D-40210 Düsseldorf Tel.: + 49 211 863 298–0 Fax: + 49 211 863 298–18 kuendgen@kdre.de ProjektM Real Estate Frankfurt GmbH Christoph Wittkop Hanauer Landstrasse 188 D-60314 Frankfurt/Main Tel.: + 49 700 77 65 35 86 Fax: + 49 700 33 44 66 88 wittkop@ProjektM.com www.ProjektM.com Reiß & Co. real estate München GmbH Oliver Reiß Karolinenstrasse 4 D-80538 Munich Tel.: + 49 89 34 02 34 03 Fax: + 49 89 34 02 34 05 reiss@reissco.de D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CONTENTS Responsible corporate bodies 2 Letter to our stockholders 4 Forum 8 Information for investors 16 Propects for real estate shares looking good 16 Movements in share price 18 Market indicators 19 Corporate governance 20 Development of share capital 20 Stockholder structure 21 Management report for the holding company and the group 22 General economic situation 22 Review of operations 26 Outlook 35 Financial statements of the holding company and the group 37 Balance sheet, holding company 38 Profit and loss account, holding company 40 Notes to the financial statements, holding company 41 Movements in fixed assets, holding company 42 Auditors’ report 64 Investment holdings 66 Consolidated balance sheet 72 Consolidated profit and loss account 74 Notes to the consolidated financial statements 75 Movements in consolidated fixed assets 78 Auditors’ report 92 Supervisory Board report 94 Other directorships 97 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t RESPONSIBLE CORPORATE BODIES SUPERVISORY BOARD MANAGEMENT BOARD Dr. Rainer Behne Busso von Alvensleben Chairman Hamburg (as of July 26, 2001) Berlin Marcus Hientzsch Berlin (as of August 22, 2001) Dr. Günter Rexrodt Chairman Berlin (until June 30, 2001) Dr. Rainer Behne Chairman Hamburg (until June 30, 2001) Peter Rieck Deputy Chairman (as of August 22, 2001) Hamburg Thomas Schwerdtfeger Hanover (until November 1, 2001) Dr. Gerhard Niesslein Deputy Chairman Münster (until June 30, 2001) Michael Doranth Munich Karl Ehlerding Hamburg Dr. Wolf Klinz Königstein (as of July 26, 2001) Alexander Knapp Voith St. Moritz, Switzerland | 2| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Hamburg, Elbberg 1 | 3| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t LETTER TO OUR STOCKHOLDERS DEUTSCHE REAL ESTATE AG A THOROUGHBRED REAL ESTATE INVESTMENT CORPORATION PRACTICING ACTIVE PORTFOLIO MANAGEMENT Ladies and gentlemen, Deutsche Real Estate AG is the real estate investment corporation of the HBAG/ AGIV Real Estate Group. Its successful letting and leasing operations generate substantial profits from a rapidly-growing real estate portfolio. This consists primarily of top-quality German commercial real estate, much of which is located in the large conurbations of Berlin, Munich and the Rhine-Main region. Our policy of active real estate portfolio management also enables us to augment profitability by achieving appreciation in the value of our portfolio through the sale of individual real estate assets. Against the background of this strategy we see our share as a highyield investment backed by genuine value and with excellent earnings prospects. The results for fiscal year 2001 bear out this view. We are proud to be able to report satisfactory results despite the recent unexpected turbulence on the global stage. We regard the steady expansion of our real estate and investment portfolio as the key reason for the corporation’s success. This portfolio increased during the year under review from 59 to the present total of 66 properties. At the end of 2001, our Busso von Alvensleben Berlin Marcus Hientzsch Busso von Alvensleben | 4| born April 7, 1951 in Nörten-Hardenberg, he commenced his banking training in 1973 at the Conrad Hinrich Donner Bank in Hamburg. After completing national service in the Federal German army, he worked outside Germany between 1975 and 1979. On his return he was employed in an executive capacity from 1979 to 1986 at the Hamburg branch of Jones Lang Wootton, the wellknown real estate consultants. Between 1986 and 1999 his subsequent career took him to Hammerson GmbH in Frankfurt am Main – a subsidiary of D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t holdings had a market value of around t621 million and the total volume under our management was approximately t978 million. Rental income from our holdings (before deduction of operating charges not billable to tenants) totaled approx. t69.4 million. The average residual term of the tenancy agreements was 7.4 years. The vacancy rate for the total lettable area of approx. 694,000 m2 of all the properties in our portfolio is currently running at only 7%. The present portfolio constitutes an excellent basis for further expansion consistent with our strategy. We are now in a position to generate more profits from selective property sales, the proceeds of which are then available for prudent reinvestment. In this way we aim to further increase average portfolio yield and, consequently, Deutsche Real Estate AG’s earning power. As already announced, the corporation’s head office was transferred to Berlin in August 2001 and are now operating from a top address on that city’s Gendarmenmarkt and have a base located within one of Germany’s leading real estate markets. We are also showing the flag in Germany’s capital city as one of the country’s first stock exchange-listed real estate stock corporations. Our new base will be the nerve center controlling our active involvement in development of the “new” Berlin. Marcus Hientzsch Berlin Hammerson plc, London, and CBC Immobilien-Entwicklungs GmbH in Berlin – a subsidiary of Générale des Eaux, Paris (now Vivendi Universal S.A., Paris), in both cases as General Manager, before his return to Hamburg to join Deutsche Real Estate AG where he has been a member of the Management Board since March 1999. born September 15, 1966 in Hamburg, after school and national service in the Federal German army, he completed a 2-year training apprenticeship at the Deutsche Bank AG in Frankfurt am Main before founding his own marketing and real estate consultancy firm in 1986. His main activities in recent years have been in the fields of project and portfolio management, real estate appraisal and organizational consultancy. His projects included work for a well-known firm of corporate consultants and 8 years’ commercial management of the CMF development project for the construction of a Maritim Hotel, a congress center and an office | 5| building in Frankfurt am Main. These were interspersed with parallel periods of study of informatics and business administration and studies at the ebs Academy of Real Estate to qualify as Immobilienökonom (ebs). A founder stockholder and General Manager of ProjektM Real Estate Frankfurt GmbH which has been acting in an advisory capacity since 1999 as Deutsche Real Estate AG’s local partner for expansion of the real estate portfolio in the Central region. Elected to the Deutsche Real Estate AG Management Board in August 2001. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Letter to our Stockholders There were some changes in our Management Board towards the middle of 2001. Dr. Rainer Behne resigned as Chairman of the Deutsche Real Estate AG Management Board effective June 30, 2001 to take up duties on the Supervisory Board. Thomas Schwerdtfeger also left the Management Board on November 1, 2001. Marcus Hientzsch was elected to the Management Board effective August 22, 2001. We expect the planned merger of our main stockholder HBAG Real Estate AG with AGIV Real Estate AG, a corporation listed in the German MDAX index, to have a positive spin-off for our corporation over the medium term. It will help to make investors more aware of the advantages inherent in the real estate stock corporation as an investment form. Deutsche Real Estate AG, as the corporation responsible for expansion of the real estate portfolio within the HBAG/AGIV Real Estate Group, will derive direct benefit from this image upgrade of real estate stock corporation share. We believe that the highly qualified human resources to whose services we have access both within the group and through our regional partners give us a distinct competitive advantage. These enable us to research and satisfy promptly the wishes of our customers, the tenants occupying our properties. Additional key factors that will help Deutsche Real Estate AG to maintain its momentum in 2002 and future years are its professional asset and portfolio management procedures supported by an efficient controlling system. This stronger image will benefit our growth plans which will in future make provision for the acquisition of real estate in the form of subscriptions in kind. Berlin, March 4, 2002 Busso von Alvensleben Marcus Hientzsch | 6| Saarbrücken, Hafenstrasse 16 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t FORUM ACTIVE REAL ESTATE MANAGEMENT IN GERMANY AS A WAY OF ACHIEVING ADDED VALUE DEUTSCHE REAL ESTATE AG – What are the strengths of How does Deutsche Real Estate AG THE SHARE IN THE HBAG/AGIV Deutsche Real Estate AG? manage its real estate portfolio? Deutsche Real Estate AG is a real estate investment corporation with a clear profile and strategy. We invest exclusively in German real estate, concentrating on properties offering opportunities for high yields and value appreciation. We have focused our activities from the very start on the west German conurbations of Frankfurt am Main and Munich and also Berlin. At end 2001, Deutsche Real Estate AG’s portfolio included 66 properties, mainly office and retail. Active real estate management is a key element in Deutsche Real Estate AG’s strategy. This helps us achieve maximum profitability at every stage in the value added chain. Active management directly affects three critical phases in the typical real estate cycle – acquisition, maintenance and sale. Deutsche Real Estate AG’s steadily rising profit curve is the proof that we are on the right course with this strategy. REAL ESTATE GROUP – GENUINE SUBSTANCE, SECURE AND BACKED BY A CLEAR STRATEGY Active purchasing management – This focus of our activities is on the continuing expansion of our real estate portfolio and on its appreciation in value through consistent application of our active real estate management policy. In this way, Deutsche Real Estate AG is developing into a highly attractive corporation of genuine substance. | 8| Value appreciation potential from the start Active purchasing management relates in the first instance to the selective acquisition of individual properties offering either above-average value appreciation potential or high rental yield. There is however an increasing trend in the real estate market towards deals involving acquisition of packages or large lots of assorted properties, as insurance companies and large corporations anxious to concentrate on their core business divest themselves of – in some cases substantial – real estate assets. Other attractive deals of this kind can be cut with closed-end real estate funds. Real estate packages are D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t almost always available at more favorable terms than single properties and a wellorganized real estate stock corporation can achieve an above-average value appreciation by acquiring such packages and selling off individual properties which are approaching the end of their life cycle. Deutsche Real Estate AG has a clear strategy for making full use of existing and future market opportunities. Its access to outside capital and its function as a stock exchange-listed corporation are key factors in this respect. We can, for example, acquire large real estate portfolios by arranging capital stock increases against subscriptions in kind. In this way, traditional investors in real estate get the opportunity to transfer their assets into a form of investment that is far easier to realize at short notice without having to shift away from the real estate sector. This procedure also has the advantage of broadening our stockholder base. thereby generate more value appreciation potential than would be available through the acquisition of completed developments which are in most cases already let. The high preletting rates achieved by Deutsche Real Estate AG enable it to prepare extremely accurate cost and profit forecasts. For example, during the year under review we delayed the start of construction on two office buildings at Dornhofstrasse 36 and 38 in Neu-Isenburg until 50% of the available space had been prelet. Active portfolio management – Optimization of operations It is part of our routine responsibilities to identify for opportunities to create additional earnings potential by optimizing tenant mix and letting status in our real estate portfolio. This is only possible by providing active, tenant-oriented services that help to generate customer satisfaction and forge firm bonds between us and our tenants. This in turn reduces tenant fluctuation and, consequently, management costs. We also monitor our operating expenses continuously. This procedure helps us safeguard the value of our portfolio whilst at the same time keeping tenants’ service charges at optimal levels. Another facet of our operating policy is prudent use of available reserves of land to increase the value of the existing portfolio. This may involve conversion and other building work on existing sites. One of our properties in Frankfurt am Main is a good example of this. It has a large inner yard accessible from a side street. This yard had been used as parking space by the former owners. Our analysis revealed that it would be possible to construct around 4,000 m2 of additional commercial space on the site by adding an underground parking facility. Revitalization of properties already in our portfolio and, in some cases, construction of new buildings either for retention or sale depending on market conditions is another attractive option in yield terms. This enables us to become involved at an earlier stage in the value-added chain and Berlin, Krausenstrasse 8 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t forum Active portfolio management also includes revitalization and modernization of our properties. An example of this is a 30yearold office building on the Oberanger in Munich. Using a revitalization plan drafted in collaboration with our local southern region partner, we gutted the building completely, then covered the outer surface of the reinforced concrete shell with cooled double cladding and installed high-quality interior space. This made it possible to let the whole building under new tenancy agreements signed at a peak of rental values. We also make full use of the latest information technology. SAP, together with the real estate specialists at Arthur Andersen Consulting, have developed a software system based on SAP-R3 but tailor-made to our specific requirements. Large parts of this software are already in use. Active sales management – What are the functions of your local Maximum return at the end of the partners? value-added chain Active sales management is another key factor of our corporate strategy for maximizing yields. It involves constant observation of developments in the real estate market and analysis of their implications for each individual property in our portfolio, in particular, to determine whether active portfolio management procedures would bring further increases in profitability. Where this is no longer the case, the property is deemed to have reached its zenith, i.e. maximum value appreciation, and is sold. This helps to ensure maximum return on invested capital. Examples of this policy during the year under review are our holdings in the projects at Oberanger in Munich and Dornhofstrasse 34 and 36 in Neu-Isenburg, which were successfully sold during the boom phase of their respective real estate markets on completion of renovation and modernization and subsequent letting. We plan to continue applying this strategy in 2002, seizing market opportunities for further real estate sales to free capital for new investments. | 10| Successful real estate deals are only possible if one has detailed knowledge of the local markets. A local eye can spot and assess opportunities, and market proximity facilitates early contact with current owners. Deutsche Real Estate AG has recognized this need and has, in collaboration with the HBAG/AGIV Real Estate Group, built up a national network of highly qualified real estate service providers who concentrate exclusively on their regional environment. Long-term contracts with these local partners give Deutsche Real Estate AG the necessary access to the main German real estate markets and a capability to act promptly. (The names of the local partners in the five regions are listed on the inside of the front cover.) The local partners are responsible for identifying properties which promise good yields and for providing direct support during the acquisition process. They D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t also function as owners’ agents capable of reacting quickly to tenants’ wishes and problems and generating maximum customer satisfaction. They have their “ear to the market” and are an essential link in the chain from the acquisition of a property, its ongoing maintenance and appraisal until its ultimate sale. This innovative arrangement is a keystone of our group’s operating structure. Each local partner functions as an independent, highly motivated enterprise. He is a guarantor of optimal service both to the tenants and to us at Deutsche Real Estate AG. It also means that the group has a pool of experienced real estate specialists at its disposal for recruitment of new management resources as necessary. This ensures that our growth strategy will not suffer for lack of the necessary human resources. Berlin, Hackesche Höfe Can an individual property enhance the value of a location? In principle, yes. One example of this phenomenon is the development of our investment in the Hackesche Höfe in the Berlin suburb of Spandau. This property with its jugendstil, art déco and new functionality facades is the largest single courtyard development in Europe and presents a model mixture of residential, commercial and cultural use in old Berlin. After German reunification, a plan for revitalizing this property without destroying its small-unit structure was developed together with the then occupiers. Work on restoration of the architectural structure lasted from 1995 to 1997 and the Hackesche Höfe have now become the focal point of Spandau’s cultural life. New developments like the adjoining Neuer Hackescher Markt are also benefiting from its powers of attraction. The Hackesche Höfe are a model of modern urban development. The planners have created a location with a unique combination of mixed social, cultural and commercial use. It is not only a highly attractive location for tenants. Its magnetic effect extends farther to enhance the value of the real estate in its immediate environment. This means that rental income should rise as existing tenancy agreements expire. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Forum One key objective of our active real estate management policy is the reintegration of derelict sites into urban life and the development of modern worlds of living and working. Deutsche Real Estate AG’s membership of the agenda4 E community underlines the importance accorded to district management in our corporate philosophy. The agenda4 E community is a nonprofit-making association founded in 2001 with the aim of stimulating the interest of politicians, business and public institutions in all matters relating to urban and real estate development. What is the function of the corporation’s subsidiaries? Deutsche Real Estate AG acts essentially as a management holding corporation. It holds its real estate investments through subsidiary companies, most of which are wholly owned. (The chart on the inside back cover shows details of the Deutsche Real Estate AG group structure.) Each property is normally the sole asset of the relevant subsidiary. This structure was chosen partly for tax reasons and partly to enhance flexibility in real estate deals. The commercial property at FriedrichEbert-Damm 110-112 in Hamburg can be taken as a good example for explaining our corporation’s legal structure. The building in this case was acquired by DRESTATE (formerly DREAG) Objekt Hamburg, Friedrich-Ebert-Damm GmbH & Co. KG, a company formed solely for the purpose of managing and exploiting this one property. Deutsche Real Estate AG owns 100% of its capital stock and the company is consequently classified as an affiliate and included in Deutsche Real Estate AG’s consolidated financial statements. The subsidiary’s general partner is Verwaltungsgesellschaft DEUTSCHE REAL ESTATE AG LEGAL STRUCTURE Example of our single asset subsidiaries DEUTSCHE REAL ESTATE AG Stockholder (100%) Limited partner (100%) DRESTATE Objekt Hamburg, Friedrich-Ebert-Damm GmbH & Co. KG General partner | 12| Verwaltungsgesellschaft Deutsche Real Estate mbH D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Deutsche Real Estate mbH of Hamburg which is, in turn, wholly owned by Deutsche Real Estate AG. (In settlement of a legal dispute the word DREAG in the subsidiary company names was changed to DRESTATE at the beginning of 2002.) What are Deutsche Real Estate AG’s corporate objectives? We are seeking to enlarge our high-yield portfolio by means of selective investments in German real estate, to achieve value appreciation of these assets with the help of our active real estate management policy and to top hidden reserves when market conditions are favorable. We attach great importance to the soundness of our investments and consequently only become involved in development projects in cases where the risk is assessable and where we can gain access to the valueadded chain at an early stage and thus achieve above-average profitability. We avoid speculative and high-risk commitments as a matter of principle. Shares instead of real estate – Where are the advantages? Deutsche Real Estate AG conducts its business as a traditional real estate stock corporation. Its shares are listed on the Frankfurt am Main, Hamburg and Bremen stock exchanges. Deutsche Real Estate AG’s status as a quoted corporation opens up a number of interesting opportunities for financing its investments. One of these is capital stock increases or issue of new shares against subscriptions in kind. Instead of paying cash for the shares, the new stockholder transfers assets in the form of either actual real estate or shares in real estate companies to Deutsche Real Estate AG. This subscription in kind increases the value of Deutsche Real Estate AG’s real estate portfolio and at the same time increases the corporation’s equity ratio and, consequently, its ability to negotiate borrowings. The person making the subscription in kind, i.e. the seller of the real estate, acquires a share in Deutsche Real Estate AG equivalent to the value of his subscription. By shifting his investment | 13| from actual real estate into shares, he gains greater flexibility in control of his assets and can also concentrate more closely on his core business. German corporation law stipulates special requirements for subscriptions in kind. These regulations are aimed at protecting stockholders and ensuring probity in business dealings. It is necessary to show proof that the subscription in kind will be acquired at a true and fair value and neither under- nor overvalued. This requires an expert appraisal guaranteeing and demonstrating a reasonable relationship between the value of the subscription in kind and the number and price of the newly issued shares. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Forum What advantages does the real estate corporation share have over direct investment or acquisition of units of a closed-end real estate fund? Real estate has a strong attraction for German investors because of its genuine substance, soundness and stable long-term returns. Although traditional investment forms like direct investment or acquisition of units of a closed-end real estate fund dominated the market for a long time, shares in real estate stock corporations have been gaining ground since the end of the 1990’s. This trend is attributable to a number of advantages offered by investment in quoted real estate stock corporations. The most important of these is the negotiability of the asset because the shares can be sold at any time. The investor can liquidate the asset daily on the stock exchange and realize profits quickly. Another advantage is the relatively low nominal price of the shares, which enables smaller investors to acquire an interest in real estate. A large real estate portfolio with a wide geographical spread covering a variety of types of use also diminishes market risks like the sudden loss of major tenants. One significant plus point for stockholders in security terms is the protective legislation embodied in the regulations governing official share listing and the resulting audit and publication requirements. In contrast to shares in real estate corporations, direct investment in real estate has gradually become less attractive, mainly because of changes in tax regulations. The speculation period both for direct real estate investments and for units of closed-end funds has been extended in most cases to ten years during which capital gains are liable to tax. This has robbed investors of the chance to react flexibly to changes in their personal circumstances or to market fluctuations. In contrast, capital gains on real estate corporation shares are tax-free as from the expiry of a 12-month speculation period. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t What are the differences between a real Why is the Deutsche Real Estate AG estate stock corporation and an open- share attractive? ended real estate fund? Real estate stock corporations are not subject to any official restrictions on their investments, i.e. the management, in consultation with the Supervisory Board, has complete freedom to take entrepreneurial decisions. For a corporation like Deutsche Real Estate AG, pursuing an active real estate management policy, this is a key success factor. It helps to generate value appreciation potential which should be reflected in the share price. We can take action on any property appearing on the market in which our management sees an attractive development potential, irrespective of the volume involved. These include undeveloped sites and sites currently under development. We can also acquire real estate companies, either in part or in whole, and there are no restrictions on our acquisition of interests in other real estate stock corporations. In contrast, the open-ended real estate fund’s freedom to invest is severely hampered by official requirements to maintain high liquid reserves to enable prompt redemption of units. Deutsche Real Estate AG is a rapidly growing real estate stock corporation operating in a field where the investor enjoys a high degree of security. This is a sound basis from which to pursue a yield-oriented corporate strategy based on active real estate management and concentration on German commercial real estate. Deutsche Real Estate AG, a member of the HBAG/AGIV Real Estate Group, is actively expanding its real estate portfolio. Our investments are exclusively in Germany and focused at present on commercial real estate. We deliberately avoid dilution of our fixed assets with holdings or securities alien to the real estate sector. Deutsche Real Estate AG invests exclusively in real values, especially at preferred locations but also in selected properties outside the larger conurbations provided that they offer high earnings potential. In some cases, entry into the value-added chain at an early stage can generate additional earnings potential. Consequently, we are prepared to envision limited involvement in new real estate developments subject to the proviso that these entail a calculable risk. This helps swell the volume of hidden reserves in our growing real estate portfolio. | 15| During its last fiscal year the corporation’s intrinsic value rose by around t8.9 million as a result of partial redemption of borrowings. We consider it essential to keep Deutsche Real Estate AG stockholders, the investors in and owners of the corporation, fully informed of developments affecting it. Transparency generates confidence and it is for this reason that we pursue a policy of open communication. For example, the latest news on the corporation is available through the Internet. In summary, we believe that the Deutsche Real Estate AG share has genuine substance and offers a high degree of security plus stable long-term yields. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t INFORMATION FOR INVESTORS Prospects for real estate shares looking good 2001 was an unsuccessful year for most of the international stock markets. The clear downturn in global economic activity and the continuing crisis in the so-called New Economy were salient market features over large parts of the year. The downward trend reached its nadir with the collapse following the terrorist attacks of September 11. A gradual recovery set in from this very depressed level during the final quarter. The prevailing trend was clearly reflected in the 30 leading German shares making up the DAX Index. German real estate shares weathered the inclement stock exchange environment much more satisfactorily. The DIMAX, a special index of 58 real estate stock corporations kept by the Ellwanger & Geiger Bank, remained fairly steady during the course of the year. Market observers attribute this better performance to changes in investor behavior. The erosion in prices of speculative stocks prompted investors to switch their attention to investment options with more substance. DIVIDEND HISTORY 1 Security No. Profit entitlement (months) Number of shares Dividend per share DM Adjusted number of shares 1 1998 805 500 12 3,080,000 0.60 7,700,000 0.24 0.12 1,848,000 944,867 1999 805 502 805 503 12 6 7,700,000 7,700,000 0.68 0.34 7,700,000 7,700,000 15,400,000 0.68 0.34 0.35 0.17 5,236,000 2,618,000 7,854,000 2,677,124 1,338,562 4,015,686 2000 805 502 12 18,480,000 0.57 18,480,000 0.57 0.29 10,481,684 5,359,200 2001 805 502 18,480,000 Adjusted dividend per share1 DM t Dividend distributed DM t Retained earnings Adjustments for the 2:5 share split on August 23, 1999 | 16| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Hamburg, Friedrich-Ebert-Damm 110-112 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t INFORMATION FOR INVESTORS Movements in share price The Deutsche Real Estate AG share has so far not benefited from the switch in investor focus. After starting the year 2001at t14.00 in Frankfurt, it hit a low of t7.50 in September before recovering to t9.21 at the end of the year. Despite this recovery the overall development of the share price was unsatisfactory, reflect- ing neither the positive trend in earnings nor the increased intrinsic value resulting partly from value appreciation and partly from redemption of borrowings on individual properties that were financed from cash flow. We are nonetheless confident that our business plan with its clear, yieldoriented focus on active real estate management will be recognised by investors soon enough to justify a bullish approach to Deutsche Real Estate AG shares. MOVEMENTS IN SHARE PRICE Price of Deutsche Real Estate AG share Points f 700 21 600 18 500 15 400 12 300 9 200 6 100 3 0 10/98 1/99 4/99 7/99 10/99 1/00 Deutsche Real Estate AG Source: Ellwanger & Geiger Bank DAX 4/00 7/00 10/00 1/01 E&G-DIMAX | 18| 4/01 7/01 10/01 12/01 0 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Market indicators The future performance of real estate stock corporation shares will depend heavily on the degree of transparency in the real estate sector. Stockholders, in particular institutional investors, expect to receive clear data enabling them to make a reliable valuation of a listed corporation. The Real Estate Committee of the German Association for Financial Analysis and Investment Consultancy (DVFA) is drafting procedures for analyzing the value of real estate and real estate stock corporations. One useful method for appraising real estate stock corporations holding real estate portfolios could be the Net Asset Value (NAV) method. A standardized and generally applicable procedure for calculating this value is now being developed. Dietzenbach, Waldstrasse 66-76 Another promising instrument for improving transparency and comparing performance on the German real estate market is the German Real Estate Index (DIX) introduced four years ago by the German Real Estate Databank (DID). This measures the performance of direct real estate investments by institutional investors in Germany. Once its new real estate-specific SAP system has become fully operational, Deutsche Real Estate AG intends to create a DIX-conform database and interface. This will enable us to use DID data for performance assessment and benchmarking purposes. The Ellwanger & Geiger Bank’s DIMAX index provides transparency on share prices by comparing all quoted German real estate stock corporations. After weighting for market capitalization, Deutsche Real Estate AG stood at 17th place in the list of 58 shares at end 2001. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t INFORMATION FOR INVESTORS Corporate governance Development of share capital Corporate governance rules are becoming also increasingly important for stock exchange-listed corporations in Germany. Relevant principles for corporations quoted in Germany were formulated as a Code of Best Practice in 2000. A DVFA working committee has now designed a corporate governance scorecard for the systematic evaluation of these corporations. A binding code of practice embodying these principles is being formulated. This will be adopted in the statute book as part of the legislation for better protection of stockholders. Deutsche Real Estate AG rounded off the nominal value of its share in fiscal 2001. Following the change to the Euro in March 1999, the corporation’s capital stock was t18,897,347.93 subdivided into 18,480,000 shares with a nominal value of t1.02 per share. During the year under review Deutsche Real Estate AG carried out a capital stock decrease by the simplified procedure to adjust the nominal value per share to t1.00. This reduced the capital stock by t417,347.93 to t18,480,000.00. The adjustment did not change the number of shares. DEVELOPMENT OF SHARE CAPITAL STRUCTURE Number of shares Subscribed capital Nominal unit/value 3,080,000 3,080,000 6,160,000 DM 15,400,000.00 t 7,873,894.97 t 15,747,789.94 DM 5.00 t 2.56 t 2.56 15,400,000 18,480,000 t 15,747,789.94 t 18,897,347.93 t 1.02 t 1.02 18,480,000 t 18,480,000.00 t 1.00 Reason for change Switch from DM to t 1:1 rights issue of new shares at t 15.00 2:5 share split 5:1 rights issue of new shares at t 12.00 Simplified adjustment to round down nominal share value | 20| Date Security No. March 99 June 99 805 500 805 500 805 500 / 805 501 August 99 December 00 805 502 / 805 503 805 502 July 01 805 502 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t The Management Board intends to submit proposals for new changes in capital structure to this year’s Annual General Meeting of Stockholders for approval. The resulting liquid funds will be earmarked for further expansion of Deutsche Real Estate AG’s real estate portfolio during the course of the current year. Stockholder structure There were no changes in stockholder structure during fiscal 2001. HBAG Real Estate AG remains Deutsche Real Estate AG’s majority stockholder with a 56.56% interest. The interest held by WCM Beteiligungs- und Grundbesitz-AG remains unchanged at 24.89%. The Hamburgische Landesbank and the Bayerische Landesbank each hold a 5.07% interest and the remaining 8.41% are held by other stockholders. Deutsche Real Estate AG’s Management Board and majority stockholder continue to favor a wider spread of ownership of the corporation’s shares and will consequently seek to attract new stockholders and increase the free float percentage with future capital stock increases. We would like to take this opportunity to thank all our stockholders for the confidence that they have once again shown in Deutsche Real Estate AG during the past fiscal year. STOCKHOLDER STRUCTURE WCM Beteiligungs- und Grundbesitz-AG 24.89% HBAG Real Estate AG 56.56% Hamburgische Landesbank 5.07% Bayerische Landesbank 5.07% Free float 8.41% | 21| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT FOR THE HOLDING COMPANY AND THE GROUP GENERAL ECONOMIC Weak business environment SITUATION After a promising start the state of the global economy steadily deteriorated during the course of 2001 and economic forecasts had to be constantly revised downwards, especially during the second half of the year. This negative trend was further exacerbated by the events of September 11 in the USA. The impetus imparted to the global economy by the USA gradually slackened off, whilst Japan enjoyed only a brief recovery before sliding back into recession. The collapse of the New Economy depressed the whole Asian market. The economic health of the South American states remained precarious, as evidenced by the crisis in Argentina. The unfavorable global background situation could not fail to affect the countries of the European Union which were unable to repeat last year’s good results, with | 22| Germany near the bottom of the performance list. Growth of Germany’s gross domestic product sank to 0.6% after a plus of 3% in 2000. This poor result was mainly attributable to sagging export growth and industry’s disinclination to risk capital expenditure. Activity in the construction industry fell even more sharply than last year, especially in the residential sector. The volume of other construction work remained at below-average levels. The construction market was once again harder hit in eastern than in western Germany. Positive trend in West German commercial property market Trends in the domestic real estate market varied widely from region to region. Whereas the glut of available space continued to depress the market in the new east German states and made further downward adjustments inevitable, the environment in west Germany was generally much more favorable despite some marked regional differences. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Augsburg, Bürgermeister-Fischer-Strasse 11 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT Demand once again focused on the large west German conurbations, generally holding steady at last year’s high levels for space at prime locations in the growth regions Munich, Frankfurt am Main, Düsseldorf, Hamburg and Berlin. The office space market managed to buck the general economic trend and celebrated another record year in 2001. Despite increases in area of available space, vacancy rates, especially in the west German centers above, fell to around 2% and even lower in some cases. The vacancy rate in Berlin dropped to below 8%. In contrast, the market situation in the east German cities of Leipzig and Dresden remained problematic. The German retail sector suffered a marked setback in 2001. Although the Christmas trade was quite brisk in parts, it was insufficient to prevent a decline for the year as a whole, after two years in which modest gains had been reported. This meant that the retail sector is still proving unable to extricate itself from a period of recession that has now lasted ten years. This situation has inevitably increased competitive pressures and the trend towards further concentration within the sector. Rental levels for retail space remained under pressure as a consequence of the weakness in the retail sector, although there were once again wide regional differences. Demand tended to focus on prime downtown locations and on the more attractive shopping malls where rentals have been showing an upward trend ever since 1998. Rental levels were also buoyant in towns with a large catchment area and adequate space reserves of the quality demanded by the large retail chains. The markets in the east German cities and for locations lower rated remained in the doldrums. Money market Investors in property once again enjoyed fair weather in the money market and interest rates even showed further marked declines during the course of 2001. The German Federal Reserve Bank reports that average interest rates for 10-year mortgages on residential real estate stood at 5.9% in December 2001, higher than the historical low reached in 1999, but nonetheless still two percentage points below the long-term average. | 24| The sustained low interest rates favored the financing of investment projects with loan capital plus a relatively low proportion of own funds and it was possible to achieve positive cash flows on properties offering adequate yields and financed with long-term loans at fixed interest rates. This created positive leverage effects. Legal situation The legal situation remained stable for German real estate stock corporations during the year under review despite the accelerating trend towards globalization. However, the Rental Reform Act that came into force on September 1, 2001 did bring some changes affecting not only tenancy agreements signed on or after that date but also existing agreements. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t The new act has only marginal implications for commercial tenancy agreements. These relate mainly to compensation claimable by landlords for modifications or dilapidations of rented premises. Whereas claims of this kind formerly lapsed after six months, expiry of this period can now be suspended if either party files an application for institution of an independent evidence-collecting procedure. The so-called “major” reform of the law of obligations that came into force on January 1, 2002 will have an indirect effect on our business. The statute of limitations has been revised by reducing the general limitation period to three years and extending to two years the limitation period for claims under purchase and contract law relating to defects. Contract and purchase laws have also been revised and brought closer into line with each other. Neu-Isenburg, Dornhofstrasse 34 Tax situation The reform of corporate taxation initiated in the year 2000 brought some fundamental changes in corporation tax liabilities. The full deduction system was replaced by the so-called “half-income” system effective January 1, 2001. This means that, although stockholders now only have to pay tax on half their dividend income, they can no longer deduct the corporation tax already paid by the corporation. The corporation tax rate was also reduced to a uniform 25% with effect from January 1, 2001. A number of other significant tax reforms entered into effect on January 1, 2002. These include a general tax exemption on the sale of shares held by corporations in other corporations as from fiscal 2002. This will make stock investments substantially more attractive for institutional investors. The changes introduced by the year 2000 tax reform have brought another significant benefit for financial holding companies, in that dividends paid by subsidiaries will be tax-free as from fiscal 2002. | 25| Capital gains on the sale of stocks held by private persons are tax-free after expiry of a one-year speculation period subject to the proviso that their stockholding does not constitute a major interest in the relevant corporation. However, the definition of a “major interest” has been reduced from 10% to 1% effective January 1, 2002. The half-income procedure will now apply to tax-liable sales of shares within the speculation period and to holdings constituting an interest of 1% or more. The so-called building deduction tax also took effect on January 1, 2002. This affects the construction industry and is intended to curb tax evasion and employment of illegal labor. Developers are now required to deduct 15% from all amounts billed for construction work and remit the deduction direct to the tax office. The developer is compelled to make this deduction in all cases where the supplier is unable to furnish a certificate of exemption from his tax office. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT REVIEW OF OPERATIONS OF DEUTSCHE REAL ESTATE AG AND THE GROUP Lübeck, Bei der Lohmühle 21a Deutsche Real Estate AG can report growth in all its divisions during fiscal 2001. The real estate portfolio (including the portfolios of its subsidiaries) was enlarged by 7 new properties during the course of the year to bring the total to 66. Rental space increased by around 121,480 m2 (+19%) to approx. 757,200 m2. Consolidated fixed assets rose by t116 million (+ 31%) to t488 million. The volume under management at closing date totaled approx. t978 million as compared with t758 million in the previous year. Pursuant to our policy of active real estate management, the sole aim of the investments undertaken during the year under review was value appreciation of the overall real estate portfolio. Regional risks and risks inherent in tenant and portfolio structures were spread more widely and consequently reduced. The acquisition of properties with a strong public image has also increased public awareness of Deutsche Real Estate AG. The corporation has, for example, acquired for t9.1 million a 26% interest in the company owning Gloria Passage, an office, retail and hotel development on Berlin’s top shopping street Kurfürstendamm close to the city’s WW2 memorial church. The building complex contains 8,300 m2 of retail space and 6,900 m2 of residential and hotel space. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Via a package deal, Deutsche Real Estate AG has also acquired an interest in OsramHöfe and Forum Seestrasse, two buildings that exert a special kind of fascination because of their size and their unique industrial architecture. Both are located in top commercial estates situated on the northern fringe of Berlin’s central district and have a total net internal area of 75,500 m2. Their varied tenant and tenancy agreement structures hold attractive prospects for the future. Other properties included in the package are a 25% interest in the Lützowplatz office center in Berlin’s Tiergarten district and a 94% interest in a shopping center in the Berlin suburb of Reinickendorf that is fully let to the Bauhaus GmbH & Co. KG and Otto Reichelt AG retail chains. This deal will be financed by a capital stock increase to be paid for by subscription in kind. The most significant acquisitions in 2001 Deutsche Real Estate AG has acquired a logistics center in Dietzenbach near Frankfurt am Main with 4,320 m2 of office space and 40,300 m2 of warehouse space. It is fully let to the Kaufhof AG department store chain. The investment volume totaled t13.5 million. In April, the group acquired an interest in a commercial complex in Heidemannstrasse, Munich. Most of the site is let to BMW. A neighboring site 7,940 m2 in area on Maria-Probst-Strasse was bought during the year under review for t4.75 million. A warehouse building with total space of 5,414 m2 stands on this site. The tenancy agreement on this warehouse runs for another five years. Acquisition of this site creates a second strategic access route to the BMW site. Deutsche Real Estate AG has invested t8.6 million in a commercial property in Lübeck currently occupied by two firstclass call center operators. The building has 2,826 m2 of sales space and 3,350 m2 of office space. The investment gives Deutsche Real Estate AG a 90% interest in the real estate company owning the property. Part of the purchase price will be paid in the form of Deutsche Real Estate AG shares that will be bought back at market terms from the HBAG Real Estate AG stockholding. | 27| The company has acquired a new logistics and production building at a location with extremely favorable traffic access facilities in Frankenthal near Ludwigshafen for approx. t5.9 million. It is let on a long lease at attractive conditions. The site also has good reserves for further development. Two office buildings were acquired, one in Munich and one in Stuttgart, at the beginning of the year under review, for modernization and reletting. Deutsche Real Estate AG acquired a 65% interest in a project for a building on the Prinzregentenstrasse in Munich for t16.6 million. This project is scheduled for completion during the first quarter of 2002. 62% of the total 4,900 m2 of space had already been let by the end of 2001. The building at the top location of Friedrichstrasse in downtown Stuttgart was acquired for t17.5 million. Conversion work on this building was completed during 2001 and its 7,800 m2 of office and retail space has been fully let since October 2001. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT In Berlin, Deutsche Real Estate AG bought a 3,368 m2 undeveloped site at Reichpietschufer in the Tiergarten district. Construction of an office building with approx. 10,000 m2 of rental space is planned on this site. Completion is scheduled for end 2003/early 2004. Other action to optimize the portfolio Deutsche Real Estate AG has invested a further amount of t1.5 million in Heidelberg’s Technology Park. Acquisition of a 23.1% interest from the Heidelberg Savings Bank brought the corporation’s interest in the company responsible for the first two project phases up to 49%. Deutsche Real Estate AG also owns a 49% interest in the company that will be responsible for the third phase of the Technology Park project. The other stockholder is once again the Heidelberg Savings Bank. Construction work is now scheduled for completion in the second quarter of 2002 after a 6-month delay caused by problems with the approval of the facade design. However, the terms of the agreement with the general contractor mean that Deutsche Real Estate AG will suffer no financial loss as a result of this delay. The letting status of the Heidelberg Technology Park stood at just under 40% on January 31, 2002. One reason for this is that startup financing options available to the biotech companies for which the park is designed have recently been considerably curbed. It has nonetheless been possible to attract a number of interesting tenants. The first and second phase and the multistorey carpark of the development at Dornhofstrasse in Neu-Isenburg were completed and fully occupied by tenants during the year under review. Construction work for the third building was on schedule. The preletting status on January 31, 2002, shortly before completion, was a very satisfactory 93.5%. It has proved possible to obtain higher rentals than those budgeted for the project. A total of 21,245 m2 of office space has been constructed on the site. Investment Volume by Market Sectors Status as of February 2002 Retail 22.4% Commercial 77.5% Residential 0.1% | 28| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Renovation work on the property at Osterfeldstrasse in Hamburg was delayed in 2001, partly as a result of tenant withdrawal and partly because of difficulties in obtaining planning permission for the proposed change of use. Revision of the use concept and near-completion of the first construction phase brought a marked revival in demand for the available office space. The preletting status on January 31, 2002 was around 20%. Proceeds from sales achieved through the determined implementation of its active portfolio management policy brought Deutsche Real Estate AG a total cash inflow of t15 million during 2001. The main items sold were the interests in the properties at Oberanger in Munich and at Dornhofstrasse 34 and 36 in NeuIsenburg which were sold at good prices following completion of the building and renovation work and letting of the renovated space. Details of the complete real estate portfolio of Deutsche Real Estate AG and its subsidiaries and other relevant data are listed on the inside back cover of this report. An updated list of all real estate holdings with illustrations and details of the individual properties and their locations can be downloaded from the Deutsche Real Estate AG web site at www.drestate.de. Financing The equity shown in the consolidated accounts of Deutsche Real Estate AG at closing date of fiscal 2001 stood at t97 million. The corporation’s capital structure remains sound despite the strong growth rate. Liabilities to banks have risen to t417 million in parallel with expansion of the portfolio. Most of the corporation’s real estate is financed by long-term loans because of the favorable interest rates obtainable. A significant part of the cash flow is obtained from long-term tenancy agreements on the properties in the portfolio. STRUCTURE OF CONSOLIDATED BALANCE SHEET in Q million 569.6 569.6 14.3% 29.8% 410.2 410.2 9.3% 19.1% ASSETS LIABILITIES Current assets ■ Fixed assets ■ 53.2% 85.7% 55.8% ■ Short-term borrowings ■ Medium- and long-term borrowings 90.7% ■ Equity 2000 2001 | 29| 25.1% 17.0% 2000 2001 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT Sales Deutsche Real Estate AG’s consolidated sales during the year under review rose in proportion to the increase in fixed assets from t24.5 million in the previous year to t32.4 million, an increase of 32%. Other operating income rose from t8.5 million to t14.6 million. This mainly represents profits on the sale of interests in the buildings at Oberanger in Munich and at Dornhofstrasse 34 and 36 in Neu-Isenburg. Profit Growth in consolidated sales brought a sharp improvement in the holding company’s earnings, results from ordinary activities climbing by just under 84% to t12.3 million. The after-tax surplus was 115% up on the previous year at t11.7 million. Consolidated results from ordinary activities were t3.4 million and the consolidated after-tax surplus was t1.1 million. The Management and Supervisory Boards will propose to the Annual General Meeting that Deutsche Real Estate AG’s net income for the year of t11,653,493.94 be transferred to retained earnings. Deutsche Real Estate AG has an obligation to publish consolidated financial statements including the results of its subsidiaries. The holding company’s net profit for the year can be reconciled with the consolidated loss as follows: Organization and administration Deutsche Real Estate AG transferred its head office from Hamburg to the German capital city Berlin in August 2001. The new head office premises are at Markgrafenstrasse 36 on the Gendarmenmarkt in Berlin’s new city center. Deutsche Real Estate AG owns a 47.4% interest in the office building. One of the main reasons for the transfer is the fact that Berlin is now one of Germany’s largest and most rapidly growing real estate markets. Holding company’s net income for the year Subsidiary company results not included in holding company’s financial statements Elimination of income from investments in shares of subsidiary and associated companies Elimination of inter-group profits Depreciation arising from capital consolidation Depreciation arising from equity consolidation Consolidated loss This result is largely attributable to startup losses from some of the subsidiary companies. These arise mainly from interest charges for financing building work not yet capitalized. | 30| t 11,697,861 t -9,587,449 t t t t Q -784,227 -6,123,034 -454,317 -1,214,650 -6,465,816 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Deutsche Real Estate AG’s in-house currency was converted to the Euro on July 1, 2001. From that date on all accounting transactions were effected in Euro. Deutsche Real Estate AG is a corporation belonging to the HBAG/AGIV Real Estate Group and consequently a member of one of Germany’s largest quoted real estate groups. TAXXUS Real Estate Service GmbH & Co., Hamburg, was responsible until end July 2001 for office organization and real estate management within the group. Following the transfer of its head office, Deutsche Real Estate AG has now created its own office organization and management company trading under the name Deutsche Real Estate Service GmbH & Co. KG, which has been responsible since August 2001 for asset management, portfolio management, controlling and legal affairs. TAXXUS Real Estate Service GmbH & Co. continues to be responsible for financial services and public relations. These arrangements give Deutsche Real Estate AG access to adequate resources of qualified staff and modern technology in all its areas of activity. has integrated accounting and reporting systems, enhancing data quality and availability and improving control of the corporation’s activities. The two companies charge Deutsche Real Estate AG fixed fees for the services provided. At the beginning of 2002, Deutsche Real Estate AG applied for registration of the mark DRESTATE. It has agreed to cease using the former abbreviated name under a court settlement with a company owning previous existing rights. During the year under review TAXXUS Real Estate Service GmbH & Co. completed the first stages of phasing in a SAP-R3 data processing system. This CONSOLIDATED SALES (including other operating income) RESULTS FROM ORDINARY OPERATIONS (HOLDING COMPANY) in Q million in Q million 47.1 32.9 12.3 10.4 6.7 3.0 1998 3.0 1999 2000 2001 1998 | 31| 4.2 1999 2000 2001 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT Research and development Although a real estate investment corporation does not perform research and development in the conventional sense, we need to keep the many developments in building procedures and technical innovations under close observation in order to determine whether existing or newly acquired properties can be operated more efficiently. We also need to research and analyze trends in demands made by tenants and users and anticipate developments which could materially affect the market value of our properties. Berlin, Hackesche Höfe As a member of the non-profit-making association agenda4 E community, Deutsche Real Estate AG is planning to design an advanced interdisciplinary training course in conjunction with universities and business institutions. This will aim to create a cross-system approach linking the functions of town and regional planning, architecture, civil engineering, economics, ecology and law. This will necessitate complete reorganization of the traditional value-added chain – from the derelict site to the functioning building – and the introduction of modern management methods and process engineering into the fields of real estate and urban development. Employees Deutsche Real Estate AG has no employees. The item of t1.8 million for personnel expenses relates to remuneration paid to the Management Board and pension payments to a former executive director. Risk management Deutsche Real Estate AG constantly pursues a process of weighing up entrepreneurial opportunities and risks because it is only by consciously incurring risks that above-average results can be achieved. It is the systematic management of risks within the corporate organization, i.e. their identification, analysis and handling, that is crucial for a company’s future success. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t The nature of Deutsche Real Estate AG’s business, namely the creation and management of a real estate portfolio is, in principle, a low-risk area. The risk of a total loss is low because the corporation is investing in assets with genuine substance. This does not however obviate the need for subjecting the risks relating specifically to the real estate sector to close examination and assessment. The corporation’s reorganization and reorientation only dates back to 1998 and all its subsequent transactions have been handled by people who are still working in responsible positions. This does much to facilitate ongoing assessment of individual risks. The corporation’s management uses instruments designed to identify and control risks, and risk analysis procedures are being set out in a manual. The analysis process has now been completed and the manual is in course of preparation. The markets in which real estate stock corporations operate are affected by the ongoing process of globalization and are becoming increasingly complex. It is management’s task to position the corporation correctly in this environment and to decide and plan the course to be followed. The Management Board has qualified advisers at its disposal to help in solving the numerous tax and legal problems. The progressive depreciation method used by the corporation brings an increase in depreciation charges on a real estate asset as time progresses. This inevitably affects profit. During the period in which fixed interest rates apply to the long-term loans for financing existing real estate acquisitions, this negative effect is offset by decreasing interest charges as loans are redeemed. An issue of high priority to our corporation in its present phase of expansion and high growth is availability of capital. Under the favorable conditions now prevailing in the financial markets there are adequate supplies of loan capital available at low interest rates. The management also makes use of other instruments for acquiring additional capital, including subscriptions in kind of real estate assets in exchange for new shares. At a later date the issue of corporate bonds is planned. This is one way of counteracting the effects of any interest rate increase which could minimize the leverage effect. A positive leverage effect was obtained during the year under review from financing by mortgage loans. | 33| Deutsche Real Estate AG’s real estate investments are concentrated exclusively in Germany. No transactions which could endanger our corporation’s existence have been undertaken. Deutsche Real Estate AG pursues a policy of spreading risks across a broad selection of properties and regions. Investment funds are systematically allocated to conurbations, major cities and regions with development potential, especially in west Germany, and also to different types of use, especially retail and other commercial use. Access to the necessary local knowledge is obtained through our national network of strategic holdings in regional agencies, our local partners. This enables us to react rapidly to local developments. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT Both opportunities and risks are inherent in the letting of individual investment properties. Our tenancy agreement monitoring procedure ensures maximum contractual coverage of these risks. Additional insurance cover is taken out, where possible, against other operational risks. Under our active portfolio management policy we decide from case to case whether to seek long-term tenancy agreements (up to 15 years) or only more short-term agreements. Aspects like type of property and market situation are key factors influencing these decisions. Responsibility for letting vacant space is in the hands of the local partners but subject to approval by the Management Board. The strategic objective in all cases is long-term capital appreciation rather than short-term profit. A combination of detailed planning at local (individual building) level and regular reports is used for the purposes of portfolio controlling and analysis. Ongoing technical control and supervision of our properties are covered by contracts with specialized companies. These contractors are involved prior to acquisition of new properties and carry out surveys to identify and evaluate any hidden defects or environmental problems. We take out optimal insurance cover through a specialized broker against all risks to which the building itself is exposed. The process of ongoing adaptation of our buildings to the changing needs of tenants and users is not confined merely to technical developments. It also includes considerations like trends in space requirements and fitting-out standards. The HBAG/AGIV Real Estate Group keeps factors like the impact of modern communication techniques on the real estate market under constant observation. The group’s international activities enable it to draw comparisons with developments in other markets, for example, in the USA. The Deutsche Real Estate AG management has unrestricted access to all the group’s resources and available information. | 34| Dependence report As Deutsche Real Estate AG was not subject to any control agreement during fiscal year 2001, it has produced a report on its relations with affiliated companies pursuant to Section 312 of the German Corporation Act (AktG). This report closes with the following statement: “In all the transactions described in this report on its relations with affiliated companies our corporation has without exception received a fair and adequate consideration under the circumstances known to us at the time of the individual transaction. No action was taken during fiscal year 2001 which the corporation is legally required to disclose.” D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t OUTLOOK Economic forecasts for the year 2002 are somewhat restrained. Although some indicators appear to show that the US economy is now recovering; the situation remains highly uncertain. On the assumption that no serious adverse events occur, economic experts are now forecasting modest growth in the US economy, roughly to last year’s level. This will almost certainly be inadequate to give any real impetus to the global economy. Deepening of the present recession is forecast for Japan and somewhat lower growth for the countries of the European Union. Berlin, Gendarmenmarkt © Michael Haddenhorst, Berlin | 35| This picture promises, at best, a certain degree of recovery for the German economy. The letting market will continue to exhibit widely varying trends from region to region. The east German markets will continue to suffer from difficult conditions, as also will the less attractive markets in the western part of Germany. Although demand for space at prime locations in the large conurbations will continue to run at a high level, the clouded economic outlook will make it difficult or impossible to repeat the results reported for the years 2000 and 2001. This applies particularly to the retail sector which will likely experience a sales downturn in real terms unless impetus comes from a revival of private sector demand. On the other hand, opportunities are looking good for logistics complexes. D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t MANAGEMENT REPORT Forecasters are predicting a slight downward trend in interest rates. This means that the basic conditions for investors in rented buildings will remain favorable. Deutsche Real Estate AG is planning to invest around t250 million in its real estate portfolio during the current fiscal year 2002. In view of the prevailing low interest rates, this amount will once again include a high proportion of loan capital. This will induce positive leverage effects that will increase the profitability of Deutsche Real Estate AG’s real estate portfolio. Deutsche Real Estate AG will also use any good opportunities for selective sale of real estate in order to create new earnings potential. In the circumstances outlined above, the Deutsche Real Estate AG Management Board is confident that good results will once again be achieved in fiscal 2002. We are planning to continue on the present growth course over the medium term. In order to attain the ambitious targets we have set ourselves, we propose to make greater use of capital stock increases up to the authorized level against subscriptions in both cash and kind. Several investments in companies owning and managing real estate were obtained from a third party during fiscal 2001.The purchase contracts provide for payment in the form of either Deutsche Real Estate AG or HBAG Real Estate AG shares. Payment will fall due on or after September 30, 2002 and management will have to decide during the intervening period how this will be handled. One option would be to obtain the Supervisory Board’s consent to use already authorized capital stock to acquire interests of this kind in German companies subject to the proviso that such acquisitions are compatible with the corporation’s object. This would obviate the need for payment from the group’s own liquid resources or from additional borrowings. We expect the planned merger between our majority stockholder HBAG Real Estate AG and AGIV Real Estate AG, a corporation included in the German MDAX index, to give further impetus to our business. Completion of this merger will make Deutsche Real Estate AG part of an even stronger group. We and the highly qualified staff at our disposal are planning to seize the opportunities offered and to continue our policy of successful growth. Bremerhaven, March 4, 2002 The Management Board Busso von Alvensleben Marcus Hientzsch | 36| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t FINANCIAL STATEMENTS Balance sheet holding company 38 Profit and loss account holding company 40 Notes to the financial statements holding company 41 Movements in fixed assets holding company 42 Auditors’ report 64 Investment holdings 66 Consolidated balance sheet 72 Consolidated profit and loss account 74 Notes to the consolidated financial statements 75 Movements in consolidated fixed assets 78 Auditors’ report 92 | 37| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t BALANCE SHEET HOLDING COMPANY AS OF DECEMBER 31, 2001 ASSETS 2001 2000 € ’000 € ‘000 4 10 II. Tangible assets 8 256 III. Financial assets 81,379 60,834 81,391 61,100 63 69,471 76 65,187 2,556 3,454 363 2,736 75,544 68,362 1,377 53 76,921 68,415 0 3 158,312 129,518 Notes Fixed assets 1 I. Intangible assets Current assets I. Receivables and other current assets 1. Trade receivables 2. Receivables from affiliated companies 3. Receivables from other companies in which an interest is held 4. Other assets 2 II. Cash at bank Deferred charges and prepaid expenses | 38| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t LIABILITIES AND STOCKHOLDERS’ EQUITY 2001 2000 Notes € ‘000 € ‘000 3 18,480 18,897 4 79,625 79,208 752 4,893 752 4,893 11,698 5,419 115,448 109,169 7 550 566 8 891 267 674 674 772 541 2,887 2,048 12,786 248 10,614 44 15,095 8,959 1,258 266 224 8,784 39,977 18,301 158,312 129,518 Stockholders’ equity I. Subscribed capital II. Capital reserve III. Revenue reserve 1. Legal reserve 2. Other retained earnings 5 IV. Net income for the year 6 Accruals I. Accruals for pensions and similar obligations II. Tax accruals III. Deferred taxation IV. Other accruals 9 Liabilities 10 I. Liabilities to banks II. Trade payables III. Payables to affiliated companies IV. Payables to other companies in which an interest is held V. Other liabilities of which taxes: €147,000 (previous year: €105,000) | 39| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t PROFIT AND LOSS ACCOUNT HOLDING COMPANY FOR THE YEAR FROM JANUARY 1 TO DECEMBER 31, 2001 2001 2000 Notes € ‘000 € ‘000 1. Other operating income 1 13,438 2,822 2. Personnel expenses a) Wages and salaries b) Social security and pension contributions 2 1,717 66 1,565 89 10 13 3. Depreciation of tangible and intangible fixed assets 4. Other operating expenses 3 2,160 1,772 5. Income from investments 4 2,524 5,840 6. Other interest and similar income 5 3,484 2,845 7. Depreciation of financial assets 6 1,955 0 8. Interest and similar expenses 7 1,257 1,370 12,281 6,698 627 1,278 1 1 11,653 5,419 45 0 14. Proceeds from capital stock decrease 417 0 15. Transfer to reserve in accordance with regulations on simplified capital stock decrease 417 0 11,698 5,419 of which from affiliated companies: €3,248,000 (previous year: €2,477,000) of which to affiliated companies: €690,000 (previous year: €869,000) 9. Results from ordinary activities 10. Taxes on income 8 11. Other taxes 12. Profit for the year 13. Profit brought forward 16. Balance sheet profit | 40| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY I. GENERAL INFORMATION The financial statements for fiscal 2001 have been prepared in compliance with the requirements of the German Commercial Code and Corporation Act. The financial statements as of December 31, 2001 are presented in Euro for the first time. Figures for the previous year have been converted to Euro to facilitate comparison. II. ACCOUNTING AND VALUATION METHODS Intangible fixed assets are valued at acquisition cost less scheduled depreciation. Tangible fixed assets are valued at acquisition cost less scheduled depreciation. The depreciation rate is determined by tax regulations. The straight-line method of depreciation is used. Individual low-value items have been written off in the year of their acquisition and listed in that year as disposals. Financial assets are valued at the lower of acquisition cost (including ancillary acquisition costs) or value at balance sheet date. Receivables and other assets are shown at the lower of nominal or book value on the closing date. Actuarial principles were used to calculate accruals for pensions by the discounted present value method. The calculations were based on Heubeck biometric tables. Other accruals have been made in amounts based on customary business judgment to cover all risks discernible at the closing date. Liabilities are shown at the amounts payable. Amounts payable denominated in foreign currencies have been converted at the higher of the rates applying on the day of the transaction or the rate at closing date. Contrary to last year’s procedure, liabilities to Roland Ernst are shown as trade payables (last year under “Other liabilities”). | 41| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t III. NOTES TO THE BALANCE SHEET HOLDING COMPANY 1. Fixed assets COST OF ACQUISITION AND MANUFACTURE Jan. 1, 2001 Additions Disposals Reclassific. Dec. 31, 2001 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 I. Intangible assets 16 0 0 0 16 33 0 33 0 0 Building at Langener Landstrasse, Bremerhaven 326 0 326 0 0 Other equipment, operational and office equipment Low-value items 1 9 0 0 10 360 9 359 0 10 Licenses II. Tangible assets Land and buildings Site at Langener Landstrasse, Bremerhaven III. Financial assets 1. Shares in affiliated companies Verwaltungsgesellschaft Deutsche Real Estate mbH, Bremerhaven 256 4 0 0 260 DREAG Objekt Hamburg, Friedrich-Ebert-Damm GmbH & Co. KG, Hamburg 4,602 398 0 0 5,000 DREAG Objekt Norderstedt, Kohfurth GmbH & Co. KG, Hamburg 1,288 0 568 0 720 DREAG Objekt Berlin, Friedrichstrasse GmbH & Co. KG, Hamburg 2,557 443 0 0 3,000 DREAG Objekt Duisburg, Averdunkplatz GmbH & Co. KG, Hamburg 2,045 0 45 0 2,000 DREAG Objekt Hamburg, Mendelssohnstrasse GmbH & Co. KG, Hamburg 2,812 188 0 0 3,000 DREAG Objekt Stuttgart, Rosensteinstrasse GmbH & Co. KG, Hamburg 1,534 0 34 0 1,500 Achte TAXXUS Real Estate Aktiengesellschaft, Hamburg 500 0 0 0 500 DREAG Objekt Berlin, Hauptstrasse GmbH & Co. KG, Hamburg 767 133 0 0 900 DREAG Objekt Schwedt, Kuhheide GmbH & Co. KG, Hamburg 256 0 6 0 250 DREAG Objekt Düsseldorf, Bonner Strasse GmbH & Co. KG, Hamburg 716 84 0 0 800 DREAG Objekt Neu-Isenburg, Dornhofstrasse GmbH & Co. KG, Hamburg Carried forward 818 0 818 0 0 18,151 1,250 1,471 0 17,930 | 42| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CUMULATIVE DEPRECIATION NET BOOK VALUE Jan. 1, 2001 Additions Disposals Dec. 31, 2001 Dec. 31, 2001 Dec. 31, 2000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 7 5 0 12 4 10 0 0 0 0 0 33 103 4 107 0 0 223 1 1 0 2 8 0 104 5 107 2 8 256 0 0 0 0 260 256 0 0 0 0 5,000 4,602 0 0 0 0 720 1.288 0 1,955 0 1,955 1,045 2,557 0 0 0 0 2,000 2,045 0 0 0 0 3,000 2,812 0 0 0 0 1,500 1,534 0 0 0 0 500 500 0 0 0 0 900 767 0 0 0 0 250 256 0 0 0 0 800 716 0 0 0 0 0 818 0 0 0 0 15,975 18,151 | 43| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Movements in fixed assets holding company COST OF ACQUISITION AND MANUFACTURE Brought forward Jan. 1, 2001 Additions Disposals € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 18,151 1,250 1,471 0 17,930 562 38 0 0 600 DREAG Objekt Limburgerhof, Burgunderplatz GmbH & Co. KG, Hamburg Reclassific. Dec. 31, 2001 DREAG Objekt Ludwigshafen, Carl-Bosch-Strasse GmbH & Co. KG, Hamburg 205 0 5 0 200 Deutsche Shopping Aktiengesellschaft, Hamburg 500 0 0 0 500 DREAG Wohnen Aktiengesellschaft, Hamburg 500 0 0 0 500 DREAG Objekt Düsseldorf, Wahlerstrasse GmbH & Co. KG, Hamburg 3,068 132 0 0 3,200 DREAG Objekt Saarbrücken, Kaiserstrasse GmbH & Co. KG, Hamburg 665 335 0 0 1,000 DREAG Objekt Saarbrücken, Hafenstrasse GmbH & Co. KG, Hamburg 358 42 0 0 400 DREAG Objekt Berlin Hackesche Höfe GmbH & Co. KG, Hamburg 51 3,149 0 0 3,200 DREAG Objekt Berlin-Teltow, Potsdamer Strasse GmbH & Co. KG, Hamburg 307 343 0 0 650 51 292 18 0 325 DREAG Objekt Böblingen, Otto-Lilienthal-Strasse GmbH & Co. KG, Hamburg 1,023 477 0 0 1,500 DREAG Objekte Hamburg Fünfunddreißigste GmbH & Co. KG, Hamburg 6,647 53 0 0 6,700 DREAG Objekt Heidelberg, Mannheimer Strasse GmbH & Co. KG, Hamburg 153 47 0 0 200 DREAG Objekt Heidelberg, Vangerowstrasse GmbH & Co. KG, Hamburg 256 44 0 0 300 DREAG Objekt Dietzenbach, Waldstrasse GmbH & Co. KG 920 180 0 0 1,100 DREAG Objekt München, Prinzregentenstrasse GmbH & Co. KG, Hamburg DREAG Objekt Freising, Alois-Steinecker-Strasse GmbH & Co. KG, Hamburg 8,078 22 0 0 8,100 DREAG Objekt Stuttgart, Friedrichstrasse GmbH & Co. KG, Hamburg 51 1,549 0 0 1,600 DREAG Objekt Dresden, Narrenhäusl GmbH & Co. KG, Hamburg 51 0 51 0 0 GET Grundstücksgesellschaft mbH, Hamburg 15 0 0 0 15 Verwaltungsgesellschaft Neu-Isenburg mbH, Hamburg 20 0 20 0 0 41,632 7,953 1,565 0 48,020 Carried forward | 44| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CUMULATIVE DEPRECIATION NET BOOK VALUE Jan. 1, 2001 Additions Disposals Dec. 31, 2001 Dec. 31, 2001 Dec. 31, 2000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 0 0 0 0 15,975 18,151 0 0 0 0 600 562 0 0 0 0 200 205 0 0 0 0 500 500 0 0 0 0 500 500 0 0 0 0 3,200 3,068 0 0 0 0 1,000 665 0 0 0 0 400 358 0 0 0 0 3,200 51 0 0 0 0 650 307 0 0 0 0 325 51 0 0 0 0 1,500 1,023 0 0 0 0 6,700 6,647 0 0 0 0 200 153 0 0 0 0 300 256 0 0 0 0 1,100 920 0 0 0 0 8,100 8,078 0 0 0 0 1,600 51 0 0 0 0 0 51 0 0 0 0 15 15 0 0 0 0 0 20 0 0 0 0 46,065 41,632 | 45| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Movements in fixed assets holding company COST OF ACQUISITION AND MANUFACTURE Jan. 1, 2001 Additions Disposals € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 41,632 7,953 1,565 0 48,020 511 489 0 0 1,000 Brought forward DREAG Objekt Frankfurt, Westerbachstrasse GmbH & Co. KG, Hamburg DREAG Objekte Hamburg Vierundzwanzigste GmbH & Co. KG, Hamburg Reclassific. Dec. 31, 2001 12,446 31 0 0 12,477 DREAG Objekt Berlin, Krausenstrasse GmbH & Co. KG, Hamburg 51 749 0 0 800 DREAG Objekt Dietzenbach II GmbH & Co. KG, Hamburg 51 1,149 0 0 1,200 DREAG Objekt Goslar, Im Schleeke GmbH & Co. KG, Hamburg 51 749 0 0 800 DREAG Objekte Hamburg Sechsundfünfzigste GmbH & Co. KG, Hamburg 51 9 0 0 60 DREAG Objekt Frankenthal, Beindersheimer Strasse GmbH & Co. KG, Hamburg 51 449 0 0 500 DREAG Objekt München, Maria-Probst-Strasse GmbH & Co. KG, Hamburg 51 449 0 0 500 DREAG Objekt Berlin, Kurfürstendamm GmbH & Co. KG, Hamburg 51 4,049 0 0 4,100 DREAG Objekte Hamburg Sechzigste GmbH & Co. KG, Hamburg 51 49 0 0 100 DREAG Objekt Neu-Isenburg II GmbH & Co. KG, Hamburg 41 39 80 0 0 Verwaltungsgesellschaft DREAG München Oberanger mbH, Hamburg 0 29 8 0 21 Zweite Verwaltungsgesellschaft DREAG Neu-Isenburg mbH, Hamburg 0 31 5 0 26 Fünfte Verwaltungsgesellschaft DREAG mbH, Hamburg 0 30 0 0 30 DREAG Objekt Berlin, Reichpietschufer GmbH & Co. KG, Hamburg 0 50 0 0 50 Deutsche Real Estate Service GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Vierundsechzigste GmbH & Co. KG, Hamburg 0 50 50 0 0 DREAG Objekt Hamburg Fünfundsechzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Sechsundsechzigste GmbH & Co. KG, Hamburg 0 50 3 0 47 DREAG Objekt Hamburg Siebenundsechzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Lübeck, Lohmühlencenter GmbH & Co. KG, Hamburg 0 1,258 459 0 799 55,038 17,812 2,170 0 70,680 Carried forward | 46| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CUMULATIVE DEPRECIATION NET BOOK VALUE Jan. 1, 2001 Additions Disposals Dec. 31, 2001 Dec. 31, 2001 Dec. 31, 2000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 0 0 0 0 46,065 41,632 0 0 0 0 1,000 511 0 0 0 0 12,477 12,446 0 0 0 0 800 51 0 0 0 0 1,200 51 0 0 0 0 800 51 0 0 0 0 60 51 0 0 0 0 500 51 0 0 0 0 500 51 0 0 0 0 4,100 51 0 0 0 0 100 51 0 0 0 0 0 41 0 0 0 0 21 0 0 0 0 0 26 0 0 0 0 0 30 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 0 0 0 0 0 0 50 0 0 0 0 0 47 0 0 0 0 0 50 0 0 0 0 0 799 0 0 0 0 0 68,725 55,038 | 47| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Movements in fixed assets holding company COST OF ACQUISITION AND MANUFACTURE Jan. 1, 2001 Additions Disposals € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 55,038 17,812 2,170 0 70,680 DREAG Objekt Hamburg Neunundsechzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Siebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 Sechste Verwaltungsgesellschaft DREAG mbH, Hamburg 0 25 25 0 0 DREAG Objekt Dresden GmbH, Hamburg 0 25 0 0 25 DREAG Objekt Hamburg Einundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Zweiundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Dreiundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Vierundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Fünfundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Sechsundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Siebenundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Achtundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Neunundsiebzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 DREAG Objekt Hamburg Achtzigste GmbH & Co. KG, Hamburg 0 50 0 0 50 K-Witt Kaufzentrum Wittenau GmbH, Berlin 0 687 0 Verwaltungsgesellschaft Heide Grund mbH, Hamburg 0 25 0 0 25 Vierte Verwaltungsgesellschaft DREAG mbH, Hamburg 0 25 25 0 0 1,377 0 1,010 (367) 0 61 0 0 (61) 0 0 3,093 0 0 3,093 56,476 22,292 3,230 (428) 75,110 Brought forward DREAG Objekt München, Oberanger GmbH & Co. KG, Hamburg DREAG Objekt Hamburg, Osterfeldstrasse GmbH & Co. KG, Hamburg K-Witt Kaufzentrum GmbH, Berlin (atypical dormant interest) | 48| Reclassific. Dec. 31, 2001 687 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CUMULATIVE DEPRECIATION NET BOOK VALUE Jan. 1, 2001 Additions Disposals Dec. 31, 2001 Dec. 31, 2001 Dec. 31, 2000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 0 0 0 0 68,725 55,038 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 0 0 0 0 0 0 25 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 50 0 0 0 0 0 687 0 0 0 0 0 25 0 0 0 0 0 0 0 0 0 0 0 0 1,377 0 0 0 0 0 61 0 0 0 0 3,093 0 0 1,955 0 1,955 73,155 56,476 | 49| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Movements in fixed assets holding company COST OF ACQUISITION AND MANUFACTURE Jan. 1, 2001 Additions Disposals Reclassific. Dec. 31, 2001 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 2. Investments 16. DWI Grundbesitz GmbH, Hamburg 515 0 0 0 515 DREAG Objekt Berlin, Grolmanstrasse GmbH & Co. KG, Hamburg 64 0 0 0 64 DREAG Objekt Hamburg, Osterfeldstrasse GmbH & Co. KG, Hamburg 0 89 0 61 150 641 561 0 0 1,202 0 0 0 367 367 Technologiepark Heidelberg II GmbH & Co. KG, Hamburg DREAG Objekt München, Oberanger GmbH & Co. KG, Hamburg Heide Grund GmbH & Co. KG, Hamburg 146 0 0 0 146 Carreé Seestrasse GbR, Berlin 0 2,718 0 0 2,718 Forum Seestrasse Grundstücksgesellschaft mbH, Berlin 0 73 0 0 73 WDT Real Estate GmbH, Hamburg 0 10 0 0 10 Forum Seestrasse Grundstücksgesellschaft mbH, Berlin (atypical dormant interest) 0 295 0 0 295 2,992 18 328 0 2,682 0 50 48 0 2 4,358 3,814 376 428 8,224 60,834 26,106 3,606 0 83,334 61,210 26,115 3,965 0 83,360 Technologiepark Heidelberg I GmbH & Co. KG, Hamburg DREAG Objekt Neu-Isenburg III GmbH & Co. KG, Hamburg The land and buildings at Langener Strasse in Bremerhaven were sold during the fiscal year. The resulting loss of €10,000 is shown under “Other operating expenses”. The additions to fixed assets include capital stock increases for existing investment projects and new company formation including capital stock increases and acquisition/ancillary acquisition costs for interests acquired in companies. The capital stock increases are mainly attributable to rounding up on conversion to the Euro. The disposals are mainly attributable to sales of financial assets and rounding down totaling €1,239,000 on conversion to the Euro. | 50| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CUMULATIVE DEPRECIATION NET BOOK VALUE Jan. 1, 2001 Additions Disposals Dec. 31, 2001 Dec. 31, 2001 Dec. 31, 2000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 € ‘000 0 0 0 0 515 515 0 0 0 0 64 64 0 0 0 0 150 0 0 0 0 0 1,202 641 0 0 0 0 367 0 0 0 0 0 146 146 0 0 0 0 2,718 0 0 0 0 0 73 0 0 0 0 0 10 0 0 0 0 0 295 0 0 0 0 0 2,682 2,992 0 0 0 0 2 0 0 0 0 0 8,224 4,358 0 1,955 0 1,955 81,379 60,834 110 1,965 107 1,969 81,391 61,100 | 51| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY 2. Receivables and other current assets All receivables and other current assets fall due for payment within one year. The main items included under the item “Other current assets” are tax refund claims of €2,151,000, outstanding loans granted of €1,148,000 and an outstanding pension liability insurance claim of €121,000. The tax refund claims relate mainly to items from fiscal years 1999 and 2000 (Corporation Tax and Solidarity Surcharge). The assessments have not yet been finalized. 3. Subscribed capital The corporation’s capital stock was decreased by €417,000 from €18,897,000 to €18,480,000 at the Annual General Meeting on May 17, 2001 by the simplified procedure. It is subdivided into 18,480,000 no par value bearer shares. The Annual General Meeting on May 17, 2001 approved the following amendment, relating to the capital stock, to the Corporation’s Articles of Incorporation. The Management Board is empowered, subject to Supervisory Board consent, to increase the corporation’s capital stock against subscriptions in cash or in cash and kind by one or more issues of new no par value bearer shares up to a maximum total value of €4,620,000 (authorized capital stock) between now and April 13, 2004. The Management Board is empowered, subject to Supervisory Board consent, to increase the corporation’s capital stock against subscriptions in cash or in kind by one or more issues of new no par value bearer shares up to a maximum total value of €4,620,000 (authorized capital stock) between now and May 17, 2006 (authorized capital stock II). The Management Board is empowered, subject to Supervisory Board consent, to exclude stockholders’ preemptive rights to subscribe to authorized capital stock. The Management Board is in all cases empowered, subject to Supervisory Board consent, to exclude stockholders’ legal preemptive rights to subscribe to authorized capital stock in cases where this may become necessary to avoid residual fractions of shares or to enable the corporation to grant holders of option rights (i.e. of stock options or convertible bonds) to exercise those preemptive rights which they would be entitled to exercise as stockholders. The Management Board is also in all cases empowered, subject to Supervisory Board consent, to exclude stockholders’ legal preemptive rights to subscribe to capital increases in the form of one or more issues of authorized capital stock in cases where the nominal value of the capital stock increase does not exceed 10% of the capital stock registered in the Commercial Register at the time of the first use of the authorized capital stock and where the price of the newly issued shares is not substantially lower than the quoted prices of the shares already being traded on the | 52| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t stock exchange on the date on which the issue price is finally agreed. The authorization contained in the fourth sentence shall not apply in cases where the simplified provisions for exclusion of preemptive rights in accordance with the fourth sentence of paragraph 3 of Section 186 of the German Corporation Act are invoked for an authorization to sell a stockholder’s own shares privately. In cases where preemptive rights are not excluded at the time of a capital stock increase within the limits of the authorized capital stock, the Management Board can, subject to Supervisory Board consent, permit third parties to acquire new shares against subscriptions in cash or in kind and inform stockholders that they should not exercise their preemptive rights. The value of a subscription in kind must be determined by a qualified independent appraiser using recognized valuation methods. The Management Board is empowered, subject to Supervisory Board consent, to decide the details of the capital stock increase and its enactment. The Supervisory Board is empowered to amend Clause 4 of the Articles of Incorporation according to the use of the authorized capital stock and after expiry of the deadline of the authorization. The subscribed capital stock can also be increased by a nominal amount of up to €770,000, subdivided into 770,000 no par value bearer shares for the exercise of stock options. This is a conditional capital stock increase which will only take place to the extent that the holders of stock options issued in accordance with the stockholders’ resolution at the Annual General Meeting on April 13, 1999 actually exercise these options. Options on a total of 431,100 shares had been granted to directors and employees of affiliated companies as of balance sheet closing date. A resolution approved by the Annual General Meeting on August 31, 2000 authorizes Deutsche Real Estate Aktiengesellschaft to acquire its own shares up to an amount of 10% of the registered share capital. This authorization became effective as from October 1, 2000 and will remain so until March 30, 2002. 4. Capital reserve The following changes had occurred in the capital reserve as of the closing date: € ‘000 Status as of January 1, 2001 Transfer from capital stock decrease Status as of December 31, 2001 79,208 417 79,625 | 53| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY 5. Revenue reserve As in the previous year, the revenue reserve consists of the legally required reserve of €752,000 and other retained earnings totaling €4,893,000. 6. Appropriation of net profit The Management Board proposes that the net profit of €11,653,493.94 for the fiscal year 2001 be transferred to retained earnings. 7. Accruals for pensions and similar obligations Actuarial principles are used to calculate accruals for pensions by the discounted present value method. The calculations were based on Heubeck biometric tables. 8. Tax accruals The tax accruals include €592,000 for Corporation Tax and €32,000 for Solidarity Surcharge for fiscal year 2001. An accrual of €267,000 was created in 1999 solely as a precautionary measure for a possible Trade Tax liability. However, as we have invoked Section 9, Item 2a of the Trade Tax regulations for the investment income involved in this case, this should not be liable to Trade Tax. The tax assessments for fiscal year 1999 have not yet been finalized. Most of the accruals of €674,000 (last year: €674,000) for deferred taxation have been calculated from the differences between investment income received from the partnership subsidiaries and the lower amount of taxable profit on which Deutsche Real Estate AG is assessed. The differences between the amounts shown for investment income from the subsidiaries in the commercial balance sheet and in the tax balance sheet result from the fact that the real estate owned by the subsidiaries is subject to progressive depreciation in the former and straight-line depreciation of 4% per annum in the latter. A Corporation Tax rate of 25% and Solidarity Surcharge rate of 5.5% were used to calculate the amount of the accrual for deferred taxation. 9. Other accruals The main items under “Other accruals” are the cost of preparation and audit of the annual report and financial statements (€104,000), rental deposits (€67,000), management bonuses (€241,000), remuneration of the Supervisory Board (€130,000), production of annual reports and publication costs (€160,000) and consultancy fees (€43,000). | 54| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t 10. Liabilities The following table itemizes liabilities by due date: Total due within one year Liabilities to banks Trade payables Payables to affiliated companies Payables to other companies in which an interest is held Other liabilities IV. Of which due within one and five years due in more than five years € ’000 € ’000 € ’000 € ’000 12,786 10,614 15,095 2,560 10,614 15,095 10,226 0 0 0 0 0 1,258 224 1,258 224 0 0 0 0 39,977 29,751 10,226 0 NOTES TO THE PROFIT AND LOSS ACCOUNT HOLDING COMPANY 1. Other operating income Other operating income totaling €13,438,000 relates mainly to income of €13,225,000 from the sale of financial assets and profits on the contribution of interests in other companies in return for the granting of stockholder rights. These include disposals of fixed assets with a total residual book value of €2,366,000 and adjustments of €915,000 on capital accounts which were netted against revenues of €16,506,000. These amounts include investments transferred at nominal values. The item also includes refunds of costs incurred (€50,000), material supplies (€31,000), rental income (€8,000), income from adjustment of pension liability insurance (€11,000) and income from reversion of accruals, mainly for the Annual General Meeting and remuneration of the Supervisory Board (€68,000). | 55| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY 2. Personnel expenses This item includes Management Board remuneration totaling €1,717,000 (of which: €1,061,000 management bonuses), outside personnel costs of €167,000 and pension payments of €57,000. The social security contributions and life insurance premium relating to the retirement pension were €9,000. 3. Other operating expenses This item relates mainly to office costs (€35,000), preparation and audit of the financial statements (€198,000), rental guaranties accepted (€230,000), Supervisory Board remuneration (€130,000), production of the annual reports and publication costs (€271,000), advertising and travel expenses (€140,000), charges for money transactions (€116,000), miscellaneous consultancy fees (€123,000), sales commissions and expenses incurred in connection with the sale of interests in companies (€469,000), vehicle costs (€54,000), insurance premiums and contributions (€51,000) and losses on disposal of investments (€10,000). 4. Income from investments This item includes dividends and appropriated shares of profits of the subsidiary companies totaling €1,380,000 (last year: €2,365,000), the main items being a dividend of €791,000 from Deutsche Shopping Aktiengesellschaft, Hamburg, a dividend of €319,000 from Verwaltungsgesellschaft DREAG Objekt München Oberanger mbH, Hamburg, a dividend of €175,000 from Zweite Verwaltungsgesellschaft DREAG Neu-Isenburg mbH, Hamburg and a dividend of €93,000 from Verwaltungsgesellschaft Deutsche Real Estate mbH, Bremerhaven. The results of the subsidiaries trading as partnerships are shown as follows in the holding company’s financial statements for fiscal year 2001: . . . The share of profits totaling €1,144,000 (last year: €3,474,000) is shown in the commercial balance sheet as income from investments. The share of these subsidiary companies’ losses is not shown in the commercial balance sheet. These accrued losses total €10,948,000. As it is not anticipated that these losses involve a lasting decrease in value, the relevant investments have not been written down. | 56| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t 5. Other interest and similar income This item includes €3,248,000 interest income from affiliated companies, of which there is one item of €480,000 from HBAG Real Estate Aktiengesellschaft, Hamburg. Other amounts are interest received on time deposits and miscellaneous loan interest totaling €235,000. 6. Depreciation of investments This item includes a write-down of €1,955,000 of the investment in DREAG Objekt Berlin, Friedrichstrasse GmbH & Co. KG, Hamburg. 7. Interest and similar expenses This item includes interest of €690,000 paid to affiliated companies, €320,000 paid on miscellaneous loans and ongoing interest charges including interest swap transactions of €246,000. 8. Taxes on income This item represents Corporation Tax (netted with Trade Capital Tax) of €595,000 and Solidarity Surcharge of €32,000 for the year under review. V. FINANCIAL COMMITMENTS AND OTHER FINANCIAL OBLIGATIONS The corporation and one of its subsidiaries, Deutsche Shopping Aktiengesellschaft, signed undertakings to the Bayerische Landesbank of Munich on December 21, 1999 relating to the granting of loans totaling €76,693,000 to the wholly owned subsidiaries of Deutsche Shopping Aktiengesellschaft for the acquisition of the Stinnes DIY markets. | 57| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY The corporation and Deutsche Shopping Aktiengesellschaft are liable jointly and severally to the Bayerische Landesbank and gave the following undertakings to the bank which remain valid for the period during which the loans remain outstanding . . to provide the debtor companies with sufficient funds to enable them to meet their obligations under the loan agreements at all times; to compensate the bank in full for any arrears outstanding at the end of any year and for losses incurred through liquidation of the debtor companies including any losses incurred as a result of their insolvency. The corporation has issued letters of comfort for subsidiaries with the legal form “GmbH & Co. KG” to the banks financing the properties belonging to these subsidiaries in the nominal amounts of the loans granted. The value of these outstanding loans totaled €115,806,000 as of December 31, 2001. Other financial obligations arise from an interest swap agreement signed on July 1, 1999 under which the corporation undertook to pay interest at a rate of 4.93% per annum during the period from December 1, 1999 to December 1, 2004 on an amount declining successively from €61,355,000 on December 1, 1999 to €53,031,000 on December 1, 2004. In return, the corporation receives interest on the relevant amount at the 1-month EURIBOR rate plus 0.5%. This agreement serves as a hedge against the interest risk on the loans granted to the subsidiaries of Deutsche Shopping Aktiengesellschaft. The corporation has also given the following undertaking to the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg relating to a loan granted to DREAG Objekt Neu-Isenburg II GmbH & Co. KG of Hamburg: Deutsche Real Estate Aktiengesellschaft hereby gives an undertaking to the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg relating to loans granted to the debtor company by DZ Bank AG Deutsche Zentral Genossenschaftsbank . . . not to change, cancel or withdraw its interest in the debtor company or take action to liquidate the debtor company without the prior written consent of the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg; to provide the debtor company with sufficient funds to enable them to meet their obligations under the loan agreements at all times; to compensate the bank in full for any arrears outstanding at the end of any year and for losses incurred through liquidation of the debtor companies including any losses incurred as a result of their insolvency during the period in which the loans remain outstanding. | 58| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t The aforementioned undertakings given by Deutsche Real Estate Aktiengesellschaft of Bremerhaven will remain unchanged for the duration of any subsequent extensions of the loans granted to the debtor company by the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg even if consent to the extension of the loan has not been received on the date when the loan agreement expires. VI. OTHER INFORMATION 1. Commercial register and articles of incorporation The corporation’s registered office is in Bremerhaven. It has been registered under No. 1035 in Section B of the Bremerhaven District Court’s Commercial Register since December 28, 1965. The articles of incorporation were drawn up on December 23, 1871, subsequently amended on August 21, 1998 and August 31, 2000 and last amended on May 17, 2001. The amendments were registered in the Commercial Register on May 29 and July 26, 2001. As regards Clause 4 of the Articles of Incorporation, we refer to Item 2 of “Other Information” in connection with the major amendments approved on May 17, 2001. 2. Annual General Meeting By a resolution approved by the Annual General Meeting on May 17, 2001 the following new paragraph 6 was added to Clause 4 of the Articles of Incorporation: By a resolution approved by the Annual General Meeting on May 17, 2001 the corporation’s capital stock was decreased by €417,000 to €18,480,000 and paragraph 1 of Clause 4 of the Articles of Incorporation was amended accordingly. Amendments registered in the Commercial Register on May 29, 2001: The Articles of Incorporation were amended at this Annual General Meeting as follows: . Clause 4, para. 5: The Management Board is empowered, subject to Supervisory Board consent, to increase the corporation’s capital stock against subscriptions in cash or in cash and kind by one or more issues of new no par value bearer shares up to a maximum total value of €4,620,000 (authorized capital stock) between now and April 13, 2004. | 59| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY . Clause 4, para. 6: The subscribed capital can be increased by a nominal amount of up to €770,000, subdivided into 770,000 no par value bearer shares. This is a conditional capital stock increase which will only take place to the extent that the holders of stock options issued in accordance with the stockholders’ resolution at the Annual General Meeting on April 13, 1999 actually exercise these options (conditional capital stock). Addition registered in the Commercial Register on July 26, 2001: The Management Board is empowered, subject to Supervisory Board consent, to increase the corporation’s capital stock against subscriptions in cash or in kind by one or more issues of new no par value bearer shares up to a total value of €4,620,000 between now and May 17, 2006 (authorized capital stock II). The Management Board is empowered, subject to Supervisory Board consent, to exclude stockholders’ preemptive rights to subscribe to authorized capital stock. The Management Board is in all cases empowered, subject to Supervisory Board consent, to exclude stockholders’ legal preemptive rights to subscribe to authorized capital stock in cases where this may become necessary to avoid residual fractions of shares or to enable the corporation to grant holders of option rights (i.e. of stock options or convertible bonds) to exercise those preemptive rights which they would be entitled to exercise as stockholders. The Management Board is also in all cases empowered, subject to Supervisory Board consent, to exclude stockholders’ legal preemptive rights to subscribe to capital increases in the form of one or more issues of authorized capital stock in cases where the nominal value of the capital stock increase does not exceed 10% of the capital stock registered in the Commercial Register at the time of first use of the authorized capital stock and where the price of the newly issued shares is not substantially lower than the quoted prices of the shares already being traded on the stock exchange on the date on which the issue price is finally agreed. The authorization contained in the fourth sentence shall not apply in cases where the simplified provisions for exclusion of preemptive rights pursuant to the fourth sentence of paragraph 3 of Section 186 of the German Corporation Act are invoked for an authorization to sell a stockholder’s own shares privately. In cases where a capital stock increase within the limits of the authorized capital stock without exclusion of preemptive rights, the Management Board can, subject to Supervisory Board consent, permit third parties to acquire new shares against subscriptions in cash or in kind and inform stockholders that they should not exercise their preemptive rights. The value of a subscription in kind must be determined by a qualified independent appraiser using recognized valuation methods. | 60| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t The Management Board is empowered, subject to Supervisory Board consent, to decide the details of the capital stock increase and its implementations. The Supervisory Board is empowered to amend Clause 4 of the Articles of Incorporation according to the use of the authorized capital stock and after expiry of the deadline of the authorization. The former paragraph 6 of Clause 4 is reclassified as Clause 7. 3. Ownership details and other legally required information HBAG Real Estate Aktiengesellschaft of Hamburg owns a majority interest in Deutsche Real Estate Aktiengesellschaft. HBAG Real Estate Aktiengesellschaft produces an annual report and financial statements, copies of which are deposited at Hamburg District Court. Deutsche Real Estate Aktiengesellschaft’s consolidated annual accounts are included therein. In a letter dated December 11, 2000 the stockholder WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft of Mönchengladbach informed us that it now owns only 24.8938% of the corporation’s shares and that its voting rights had consequently fallen below the threshold of 25% as of December 8, 2000. In 1999 the corporation was informed by both the Bayerische Landesbank and the Hamburgische Landesbank that they had each reached the threshold of 5% of the voting rights in our corporation. Receivables from HBAG Real Estate Aktiengesellschaft of Hamburg totaled €3,000 as of balance sheet closing date. 4. Management Board and powers of representation The following are members of the Management Board: Busso von Alvensleben, Berlin, businessman Marcus Hientzsch, Berlin (as of August 22, 2001), Immobilienökonom (ebs) Dr. Rainer Behne, Hamburg (Chairman), (until June 30, 2001), businessman Thomas Schwerdtfeger, Hanover (until November 1, 2001), businessman Marcus Hientzsch’s election to the Management Board was registered in the Commercial Register on October 1, 2001 and corrected (name) on October 30, 2001. . . . . Busso von Alvensleben and Marcus Hientzsch are empowered to represent the corporation jointly with another member of the Management Board or with an officer possessing powers of attorney (Prokurist). Mr. von Alvensleben is exempted from the restrictions imposed by Section 181 of the German Civil Code (BGB). | 61| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE FINANCIAL STATEMENTS HOLDING COMPANY The following persons were officers with powers of attorney (Prokurist) as at balance sheet closing date: Volker Lemke, Hamburg Axel Harloff, Hamburg Christian Bock, Hamburg Sven-Christian Frank, Vaterstetten (as of May 30, 2001) Inga-Britt Schulz, Buchholz (as of May 30, 2001) . . . . . The delegation of powers of attorney (Prokura) to Ms. Schulz and Mr. Frank was registered in the Commercial Register on May 30, 2001. These officers are empowered to represent the corporation jointly with a member of the Management Board or another officer with powers of attorney. They are empowered to sell and encumber real estate. The Supervisory Board directorships in other corporations held by members of the Management Board are listed on page 97. 5. Supervisory Board The following persons were members of the Supervisory Board during the fiscal year under review: Dr. Rainer Behne (Chairman), Hamburg (as of July 26, 2001), businessman. Chairman of Management Board of HBAG Real Estate AG and AGIV Real Estate AG Dr. Günter Rexrodt (Chairman), Berlin (until June 30, 2001). Member of the Federal German Parliament, ex-Federal German Minister of Economic Affairs Peter Rieck (Deputy Chairman as of August 22, 2001), Hamburg. Deputy Chairman of Management Board of Hamburgische Landesbank – Girozentrale –, Hamburg Dr. Gerhard Niesslein (Deputy Chairman), Münster (until June 30, 2001). Chairman of Management Board of De Te Immobilien und Service GmbH Michael Doranth, Munich. Management Spokesman of LBI Landesbank Immobilien Division of Bayerische Landesbank – Girozentrale –, Munich Karl Ehlerding, Hamburg, Dipl.-Kaufmann (roughly Graduate in Business Studies) Dr. Wolf Klinz, Königstein (as of July 26, 2001), Dipl.-Kaufmann (roughly Graduate in Business Studies). Deputy Chairman of Management Board of AGIV Real Estate AG, President of Frankfurt am Main Chamber of Commerce and Industry Alexander Knapp Voith, St. Moritz, Switzerland, businessman The Supervisory Board directorships in other corporations held by members of the Supervisory Board are listed on pages 97 and 98. . . . . . . . . | 62| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t 6. Number of employees The holding company had no employees during the fiscal year under review. The personnel expenses relate mainly to remuneration paid to members of the Management Board. The holding company and the subsidiaries have signed agreements with other companies for the provision of asset management, facility management and other services. 7. Remuneration paid to members of corporate bodies The members of the Supervisory Board received remuneration totaling €130,000 during fiscal year 2001. The members of the Management Board received remuneration totaling €1,715,000 during fiscal year 2001. One member was also granted stock options on 184,800 of the corporation’s no par value bearer shares at a price of €9.00 per share. These can be exercised for 50% of the shares 3 years after granting of the option and for the remainder 4 years after granting of the option. The options remain valid until June 30, 2009 and exercise is subject to the proviso that the quoted price of the share increases by not less than 10% per annum over the option price of €9.00 as from the date on which the options were granted. Pension payments of €58,000 were made to a former Executive Director. 8. Relations with affiliated companies The balance sheet item “Receivables from affiliated companies” shows the balances on inter-group settlement accounts. These accounts bear interest at agreed rates. There is also an item of €3,043,000 (last year: €2,858,000) relating to a purchase price receivable plus accrued interest. The balance sheet item “Payables to affiliated companies” shows the balances on inter-group accounts. These accounts bear interest at agreed rates. Bremerhaven, March 4, 2002 The Management Board Busso von Alvensleben Marcus Hientzsch | 63| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t AUDITORS’ REPORT We have audited the accounting system, the financial statements and the management report of Deutsche Real Estate Aktiengesellschaft for the fiscal year from January 1 to December 31, 2001. The accounting system and the preparation of the financial statements and management report in accordance with German Commercial Law is the responsibility of the Corporation’s legal representatives. Our responsibility is to express an opinion, based on our audit, on the financial statements, including the accounting system, and on the management report. We conducted our audit of the financial statements in accordance with Section 317 of the German Commercial Code (HGB) and in compliance with the generally accepted German standards for the audit of financial statements issued by the German Institute of Auditors (Institut der Wirtschaftsprüfer, IDW). Those standards require that we plan and perform the audit in such a way as to obtain reasonable assurance that inaccuracies and violations are recognized which significantly affect the presentation of the net worth, financial position and results of operations as conveyed by the financial statements, in compliance with generally accepted accounting principles and by the management report. The scope of the audit was planned taking into account our understanding of business operations, the Corporation’s economic and legal environment, and any potential errors anticipated. In the course of the audit, the effectiveness of the system of internal accounting controls was assessed, and the disclosures made in the financial statements and the management report were verified, mainly on a test basis. The audit also includes assessment of the accounting principles used and of the significant estimates made by the legal representatives as well as evaluation of the overall presentation of the financial statements and the management report. We believe that our audit provides a reasonable basis for our opinion. Our audit gave no cause for reservations. | 64| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t In our opinion, the financial statements present a true and fair view of Deutsche Real Estate Aktiengesellschaft’s net worth, financial position and results of operations in accordance with generally accepted accounting principles. In all material respects the management report correctly and accurately presents the situation of the Corporation and the risks to its future development. Hamburg, March 4, 2002 KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Bagehorn Auditor Gajewski Auditor | 65| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t INVESTMENT HOLDINGS Company Stockholders’ Results equity FY capital Dec.31,2001 2001 Subscribed Capital Reg’d office % € ’000 € ’000 € ’000 100.00 100.00 100.00 260 3,000 2,000 260 -57 1,996 0 -3,057 -4 100.00 62.40 60.00 5,000 2,500 25 5,000 1,638 -387 211 -862 -412 100.00 3,000 3,000 322 100.00 100.00 100.00 1,500 900 250 1,480 827 202 -20 -73 -48 100.00 800 800 125 100.00 600 588 -12 100.00 200 197 -3 100.00 1,500 1,271 -229 100.00 6,700 6,645 -55 100.00 200 135 -65 100.00 100.00 100.00 100.00 300 1,100 3,200 1,000 213 235 3,200 680 -87 -865 165 -320 1. Companies included in the consolidated financial statements of Deutsche Real Estate Aktiengesellschaft a) Direct subsidiaries of Deutsche Real Estate Aktiengesellschaft Verwaltungsgesellschaft Deutsche Real Estate mbH Bremerhaven DREAG Objekt Berlin, Friedrichstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Duisburg, Averdunkplatz GmbH & Co. KG Hamburg 1) DREAG Objekt Hamburg, Friedrich-Ebert-Damm GmbH & Co. KG Hamburg 1) DREAG Objekt Hamburg, Osterfeldstrasse GmbH & Co. KG Hamburg 1) GET Grundstücksgesellschaft mbH Hamburg DREAG Objekt Hamburg, Mendelssohnstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Stuttgart, Rosensteinstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Berlin, Hauptstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Schwedt, Kuhheide GmbH & Co. KG Hamburg 1) DREAG Objekt Düsseldorf, Bonner Strasse GmbH & Co. KG Hamburg 1) DREAG Objekt Limburgerhof, Burgunderplatz GmbH & Co. KG Hamburg 1) DREAG Objekt Ludwigshafen, Carl-Bosch-Strasse GmbH & Co. KG Hamburg 1) DREAG Objekt Böblingen, Otto-Lilienthal-Strasse GmbH & Co. KG Hamburg 1) DREAG Objekt Hamburg, Fünfunddreissigste GmbH & Co. KG Hamburg 1) DREAG Objekt Heidelberg, Mannheimer Strasse GmbH & Co. KG Hamburg 1) DREAG Objekt Heidelberg, Vangerowstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Dietzenbach, Waldstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Düsseldorf, Wahlerstrasse GmbH & Co. KG Hamburg 1) DREAG Objekt Saarbrücken, Kaiserstrasse GmbH & Co. KG Hamburg 1) 1) 2) 3) The company invokes the exemption from disclosure obligations permitted by Section 264 b of the German Commercial Code (HGB) No information available Data for December 31, 2000 | 66| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Company Stockholders’ Results equity FY capital Dec.31,2001 2001 Subscribed Capital % € ’000 € ’000 € ’000 Hamburg 1) 100.00 400 114 -286 Hamburg 1) 100.00 3,200 3,004 -196 Hamburg 1) Hamburg 1) 65.00 90.00 500 800 -559 800 -1,059 158 Hamburg 1) 100.00 8,100 8,077 -23 Hamburg 1) Hamburg 1) Hamburg Hamburg 1) Hamburg Hamburg 100.00 100.00 100.00 100.00 100.00 100.00 150 1,600 25 50 500 500 12,933 950 17 -1,020 509 1,341 -48 -650 -8 -1,070 9 791 Hamburg 1) Hamburg 1) Hamburg 1) Hamburg 1) 100.00 100.00 100.00 100.00 1,000 800 1,200 800 320 776 1,200 741 -680 -24 92 -59 Hamburg 1) 100.00 60 43 -17 Hamburg 1) 100.00 500 50 28 Hamburg 1) Hamburg 1) Hamburg 1) Hamburg Hamburg Hamburg Hamburg Hamburg 100.00 100.00 100.00 70.00 100.00 100.00 100.00 100.00 500 4,100 100 30 26 25 500 30 497 3,978 -54 30 26 26 476 26 -3 -122 -154 437 176 1 -74 -4 Reg’d office DREAG Objekt Saarbrücken, Hafenstrasse GmbH & Co. KG DREAG Objekt Berlin, Hackesche Höfe GmbH & Co. KG DREAG Objekt München, Prinzregentenstrasse GmbH & Co. KG DREAG Objekt Norderstedt, Kohfurth GmbH & Co. KG DREAG Objekt Freising, Alois-Steinecker-Strasse GmbH & Co. KG DREAG Objekte Hamburg, Vierundzwanzigste GmbH & Co. KG DREAG Objekt Stuttgart, Friedrichstrasse GmbH & Co. KG DREAG Objekt Dresden GmbH Deutsche Real Estate Service GmbH & Co. KG Achte TAXXUS Real Estate Aktiengesellschaft Deutsche Shopping Aktiengesellschaft DREAG Objekt Frankfurt, Westerbachstrasse GmbH & Co. KG DREAG Objekt Berlin, Krausenstrasse GmbH & Co. KG DREAG Objekt Dietzenbach II GmbH & Co. KG DREAG Objekt Goslar, Im Schleeke GmbH & Co. KG DREAG Objekt Hamburg, Sechsundfünfzigste GmbH & Co. KG DREAG Objekt Frankenthal, Beindersheimer Strasse GmbH & Co. KG DREAG Objekt München, Maria-Probst-Strasse GmbH & Co. KG DREAG Objekt Berlin, Kurfürstendamm GmbH & Co. KG DREAG Objekt Hamburg, Sechzigste GmbH & Co. KG Verwaltungsgesellschaft DREAG München Oberanger mbH Zweite Verwaltungsgesellschaft DREAG Neu-Isenburg mbH Verwaltungsgesellschaft Heide Grund mbH DREAG Wohnen Aktiengesellschaft Fünfte Verwaltungsgesellschaft DREAG mbH | 67| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t INVESTMENT HOLDINGS Company Stockholders’ Results equity FY capital Dec.31,2001 2001 Subscribed Capital % € ’000 € ’000 € ’000 Hamburg 2) Berlin 100.00 94.00 0 26 0 0 0 -655 Hamburg 1) Hamburg 1) 100.00 100.00 650 50 399 -133 -251 -183 Hamburg 1) 100.00 50 45 -5 Hamburg 1) 94.00 50 3 -47 Hamburg 1) Hamburg 1) 100.00 90.00 50 1,000 44 831 -6 -169 Hamburg 1) Hamburg 1) 100.00 100.00 50 50 46 46 -4 -4 Hamburg 1) 100.00 50 47 -3 Hamburg 1) 100.00 50 47 -3 Hamburg 1) 100.00 50 48 -2 Hamburg 1) 100.00 50 43 -7 Hamburg 1) 100.00 50 48 -2 Hamburg 1) 100.00 50 48 -2 Hamburg 1) 100.00 50 48 -2 Hamburg 1) 100.00 50 48 -2 Hamburg 1) Hamburg 1) 100.00 100.00 50 50 48 48 -2 -2 Reg’d office Sechste Verwaltungsgesellschaft DREAG mbH K-Witt Kaufzentrum Wittenau GmbH DREAG Objekt Berlin-Teltow, Potsdamer Strasse GmbH & Co. KG DREAG Objekt Berlin, Reichpietschufer GmbH & Co. KG DREAG Objekte Hamburg, Fünfundsechzigste GmbH & Co. KG DREAG Objekte Hamburg, Sechsundsechzigste GmbH & Co. KG DREAG Objekte Hamburg, Siebenundsechzigste GmbH & Co. KG DREAG Objekt Lübeck, Lohmühlencenter GmbH & Co. KG DREAG Objekte Hamburg, Neunundsechzigste GmbH & Co. KG DREAG Objekte Hamburg, Siebzigste GmbH & Co. KG DREAG Objekte Hamburg, Einundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Zweiundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Dreiundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Vierundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Fünfundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Sechsundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Siebenundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Achtundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Neunundsiebzigste GmbH & Co. KG DREAG Objekte Hamburg, Achtzigste GmbH & Co. KG | 68| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Company Stockholders’ Results equity FY capital Dec.31,2001 2001 Subscribed Capital % € ’000 € ’000 € ’000 Hamburg Hamburg 1) 100.00 100.00 25 500 19 429 -6 -71 Hamburg 1) 80.00 100 100 1.674 Hamburg 1) 98.20 1,500 1,804 304 Hamburg 80.00 50 -70 -120 Hamburg 100.00 25 32 7 Hamburg 1) Hamburg 1) 100.00 100.00 250 1,000 193 959 -57 -41 Hamburg 1) Hamburg 1) Hamburg 1) Hamburg 1) Hamburg 1) 100.00 100.00 100.00 100.00 100.00 700 500 200 450 260 697 500 200 450 260 -3 11 168 87 100 Hamburg 1) 100.00 500 407 -93 Reg’d office b) Subsidiaries owned indirectly through DREAG Objekt Dresden GmbH Verwaltungsgesellschaft DREAG Dresden, Narrenhäusl mbH DREAG Objekt Dresden, Narrenhäusl GmbH & Co. KG c) Subsidiary owned indirectly through Zweite Verwaltungsgesellschaft DREAG Neu-Isenburg mbH DREAG Objekt Neu-Isenburg II GmbH & Co. KG d) Subsidiary owned indirectly through Zweite Verwaltungsgesellschaft DREAG München Oberanger mbH DREAG Objekt München, Oberanger GmbH & Co. KG e) Subsidiary owned indirectly through Fünfte Verwaltungsgesellschaft DREAG mbH DREAG Objekt Neu-Isenburg III GmbH & Co. KG f) Subsidiaries owned indirectly through Deutsche Shopping Aktiengesellschaft Verwaltungsgesellschaft Deutsche Shopping mbH DREAG Objekt Bremerhaven, An der Mühle GmbH & Co. KG DREAG Objekt Worms, Am Ochsenplatz GmbH & Co. KG DREAG Objekt Giessen-Linden, Robert-Bosch-Strasse GmbH & Co. KG DREAG Objekt Berlin, Wittenauer Strasse GmbH & Co. KG DREAG Objekt Berlin, Wiesenweg GmbH & Co. KG DREAG Objekt Köln, Bernkasteler Strasse GmbH & Co. KG DREAG Objekt Düsseldorf, Ulmenstrasse GmbH & Co. KG DREAG Objekt Bottrop, Friedrich-Ebert-Strasse GmbH & Co. KG | 69| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t INVESTMENT HOLDINGS Company Stockholders’ Results equity FY capital Dec.31,2001 2001 Subscribed Capital % € ’000 € ’000 € ’000 Hamburg 1) Hamburg 1) Hamburg 1) 100.00 100.00 100.00 200 200 1,000 200 200 1,000 48 77 389 Hamburg 1) 100.00 600 600 242 Hamburg 1) Hamburg 1) Hamburg 1) 100.00 100.00 100.00 800 800 650 800 800 556 121 153 -94 Hamburg 1) Hamburg 1) 100.00 90.00 350 0 -882 -3,162 -1,232 43 Hamburg 1) 94.00 0 -2,790 480 Hamburg 1) Hamburg 95.00 100.00 0 26 632 -180 -23 -212 Reg’d office DREAG Objekt Bremen, Vegesacker Heerstrasse GmbH & Co. KG DREAG Objekt Düren, Bahnstrasse GmbH & Co. KG DREAG Objekt Berlin, Teilestrasse GmbH & Co. KG DREAG Objekt Engelsdorf, Riesaer Strasse GmbH & Co. KG DREAG Objekt Dresden, Kesselsdorfer Strasse GmbH & Co. KG DREAG Objekt Berlin, Idunastrasse GmbH & Co. KG DREAG Objekt Halle, Brauhausstrasse GmbH & Co. KG DREAG Objekt Augsburg, Bürgermeister-Fischer-Strasse GmbH & Co. KG GbR Augsburg, Bürgermeister-Fischer-Strasse g) Subsidiary owned indirectly through DREAG Objekt Freising, Alois-Steinecker-Strasse GmbH & Co. KG GbR Freising, Alois-Steinecker-Strasse h) Subsidiaries owned indirectly through DREAG Objekte Hamburg, Vierundzwanzigste GmbH & Co. KG GbR Stuttgart, Lehmfeldstrasse Verwaltungsgesellschaft DREAG mbH | 70| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Company Stockholders’ Results equity FY capital Dec.31,2001 2001 Subscribed Capital % € ’000 € ’000 € ’000 Hamburg Hamburg Hamburg Hamburg Hamburg Berlin Hamburg Hamburg Hamburg 2) Hamburg Berlin 3) Berlin 3) Berlin 2) Berlin Heidelberg Berlin 50.00 40.00 49.00 43.75 44.91 25.00 26.00 49.00 32.00 49.00 47.00 47.00 33.33 25.00 40.00 45.00 26 9,100 1,000 0 14,037 800 81,807 1,790 64 10,342 1,696 -1,190 -18,637 776 731 313 5 -129 -757 -39 -1,660 -17 -2,137 -49 51 0 51 -923 9,836 -477 -154 -1,849 -528 4,967 2,526 645 -7,719 2,526 298 0 114 -347 Duisburg 2) 70.07 Reg’d office 2. Associated companies Verwaltungsgesellschaft Hackesche Höfe Berlin GmbH GfG-Beteiligungsgesellschaft mbH Technologiepark Heidelberg II GmbH & Co. KG GbR Heidelberg, Mannheimer Strasse GbR Hackesche Höfe, Berlin Krausenstrasse 8 Berlin GbR 58. Hanseatische Grundbesitz GmbH & Co. KG Technologiepark Heidelberg I GmbH & Co. KG XENDA Vermögensverwaltungsgesellschaft mbH Sechzehnte DWI Grundbesitz GmbH Carreé Seestrasse GbR Forum Seestrasse Grundstücksgesellschaft mbH WDT Real Estate GmbH BGB HHD Büro-Center Lützowplatz GbR Köln-Gremberghoven Grundstücksgesellschaft Taubenstrasse 19 3. Companies not included in the consolidated financial statements BAKOLA Miteigentumsfonds I Objekt Duisburg-Averdunk | 71| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001 ASSETS Notes Fixed assets 2001 2000 € ’000 € ’000 1,576 9 10 6 1,585 16 427,070 473 48,818 359,055 4 5,143 476,361 364,202 4,898 5,220 271 10,389 4,898 2,744 271 7,913 488,335 372,131 7 0 8,414 1,314 11,113 3,216 22,771 1,794 108 6,058 27,007 159 3,631 31,571 48,524 323 75,538 31,895 5,719 5,976 13 155 569,605 410,156 1 I. Intangible assets 1. Franchises, trademarks, patents, licenses and similar rights and licenses to such rights 2. Goodwill II. Tangible assets 1. Land and buildings, leasehold rights and buildings, including buildings on third-party land 2. Other equipment, operational and office equipment 3. Advance payments and assets under construction III. Financial assets 1. Shares in affiliated companies 2. Shares in associated companies 3. Investments Current assets I. Inventories II. Receivables and other current assets 1. Trade receivables 2. Receivables from affiliated companies 3. Receivables from associated companies 4. Receivables from other companies in which an interest is held 5. Other assets 2 III. Cash, postal giro balances, credit balances at bank Deferred charges and prepaid expenses Deferred taxation | 72| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t LIABILITIES AND STOCKHOLDERS’ EQUITY 2001 2000 Notes € ’000 € ’000 3 18,480 18,897 4 79,625 79,208 852 4,894 852 4,894 (6,466) (2,192) 466 369 (839) 746 97,012 102,774 6 549 566 7 1,874 2,663 942 773 7,416 3,428 10,781 7,430 417,316 280,667 16,189 2,699 109 0 9,799 187 497 266 17,875 16,044 461,785 299,863 27 89 569,605 410,156 Stockholders’ equity I. Subscribed capital II. Capital reserve III. Revenue reserve 1. Legal reserve 2. Other retained earnings 5 IV. Consolidated profit/loss V. Difference arising from capital consolidation VI. Minority interests Accruals I. Accruals for pensions and similar obligations II. Tax accruals III. Deferred taxation IV. Other accruals 8 Liabilities 9 I. Liabilities to banks II. Trade payables III. Payables to affiliated companies IV. Payables to associated companies V. Payables to other companies in which an interest is held VI. Other liabilities of which taxes: €7,932,000 (previous year: €1,355,000) of which relating to social security and similar obligations: €22,000 (previous year: €2,000) Deferred items | 73| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR FROM JANUARY 1 TO DECEMBER 31, 2001 2001 2000 Notes € ’000 € ’000 1. Sales 1 32,448 24,479 2. Other operating income 2 14,638 8,468 3. Personnel expenses a) Wages and salaries b) Social security and pension contributions 2,371 104 1,565 89 4. Depreciation of tangible and intangible fixed assets 5,462 3,375 of which: unscheduled depreciation €1,955,000 (previous year: 0) 5. Other operating expenses 3 15,723 11,038 6. Income from investments 4 378 308 26 1,149 1,158 686 550 0 21,082 15,243 3,356 3,780 12. Taxes on income 998 674 13. Deferred taxation 311 618 14. Other taxes 921 645 1,126 1,843 (7,567) (3,085) 0 (50) 18. Minority interests (25) (900) 19. Proceeds from capital stock decrease 417 0 (417) 0 (6,466) (2,192) of which from affiliated companies: €280,000 (previous year: €295,000) 7. Income from associated companies 8. Other interest and similar income of which from affiliated companies: €480,000 (previous year: €174,000) 9. Depreciation of financial assets 10. Interest and similar expenses of which to affiliated companies: €0 (previous year: €1,187,000) 11. Results from ordinary activities 15. Consolidated profit for the year 16. Profit/loss brought forward 17. Transfer to legal reserve 20. Transfer to reserve pursuant to regulations on simplified capital stock decrease 21. Consolidated profit/loss | 74| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS I. GENERAL INFORMATION The consolidated financial statements for fiscal year 2001 have been prepared in accordance with the requirements of the German Commercial Code and German Corporation law. The consolidated financial statements as of December 31, 2001 are presented in Euro for the first time. Figures for the previous year have been converted to Euro to facilitate comparison. II. COMPANIES INCLUDED IN THE CONSOLIDATION The consolidated financial statements include the financial statements of the holding company Deutsche Real Estate Aktiengesellschaft of Bremerhaven and those of its direct and indirect subsidiaries in which an interest of more than 50% is held. The number of subsidiary companies included in the consolidation rose from 70 last year to 91. The newly included companies are new companies formed during the year 2001 and K-Witt Kaufzentrum Wittenau GmbH, Berlin. The acquisition of K-Witt Kaufzentrum Wittenau GmbH did not affect the profit and loss account for 2001 because it was only consolidated on December 31, 2001. The main effects of the inclusion of K-Witt Kaufzentrum Wittenau GmbH was on the items “Consolidated fixed assets” and “Liabilities to banks”. The newly formed companies had no effect on the consolidated financial statements. The 70.07% holding in BAKOLA Miteigentumsfonds I Objekt Duisburg-Averdunk was not included in the consolidation. This company is of negligible significance for forming a true picture of the assets and financial and earnings situation of the group as a whole. The investment in DREAG Objekt Neu-Isenburg, Dornhofstrasse GmbH & Co. KG was disposed of during the fiscal year under review. The final consolidation was made as of January 1, 2001. We refer to the schedule of investment holdings on pages 66 to 71 which lists details of subsidiaries within the meaning of Section 290 of the German Commercial Code which are also affiliated companies within the meaning of Section 271, paragraph 2 of the German Commercial Code. The group also owns interests in associated companies as defined in Section 311 of the German Commercial Code. | 75| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS III. METHODS USED IN THE CONSOLIDATION The consolidated financial statements contain the financial statements of all the companies included in the consolidation as of the same closing date. The book value method was used for the capital consolidation, the acquisition costs being offset against the group’s share in the subscribed capital of the subsidiary companies at the time of first consolidation (date of acquisition). Positive differences resulting from the capital consolidation are shown on the assets side of the balance sheet for those financial assets where current value exceeds book value. Any residual differences are shown as goodwill. Negative differences are shown as a separate item on the liabilities side. An adjustment item covering the shares of other stockholders in the consolidated companies is shown separately. The equity method was used to value interests in associated companies as defined in Section 311 of the German Commercial Code. The amount of the purchase price (book value) exceeding the group’s share in the equity of associated companies is included under the item “Land and buildings, leasehold rights and buildings, including buildings on third-party land”. Inter-group receivables and payables have been netted. Inter-group income has been netted against the corresponding expense items. Profits on inter-group disposals of real estate have been eliminated. Tax deferrals have been created in accordance with Section 306 of the German Commercial Code. | 76| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t IV. ACCOUNTING AND VALUATION PRINCIPLES USED IN THE CONSOLIDATION The same accounting and valuation principles are uniformly applied throughout the Group. Intangible fixed assets are shown at acquisition cost less scheduled depreciation. The difference on capital consolidation shown as goodwill is written down over 15 years. Tangible fixed assets are capitalized at acquisition cost. Buildings are written down progressively over a 40-year period. If the straight-line method had been used, the depreciation charge would have been higher. Other tangible fixed assets are depreciated by the straight-line method over their anticipated useful life. Low-value items are written off in the year of acquisition. Financial assets are shown at the lower of acquisition cost or value at closing date. Receivables and other assets are shown at nominal value or value at closing date, which ever is the lowest. Actuarial principles were used to calculate accruals for pensions by the discounted present value method. The calculations were based on Heubeck biometric tables. Other accruals have been made in amounts based on customary business judgment to cover all risks discernible at the closing date. Liabilities are shown at the amounts payable. Amounts payable denominated in foreign currencies have been translated at the higher of the rate applying on the day of the transaction or the rate at closing date. Contrary to the last year’s procedure, liabilities to Roland Ernst are shown as trade payables (last year under “Other liabilities”). | 77| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t V. NOTES TO THE CONSOLIDATED BALANCE SHEET 1. Fixed assets COST OF ACQUISITION AND MANUFACTURE Jan. 1, 2001 Additions from first Additions consolidation Reclassification Disposals € ’000 € ’000 € ’000 € ’000 € ’000 16 1,599 0 0 0 7 4 0 0 0 23 1,603 0 0 0 375,062 95,617 15,143 2,606 37,456 6 491 0 0 0 5,143 60,960 0 (2,893) 14,320 380,211 157,068 15,143 (287) 51,776 Shares in affiliated companies 4,898 0 0 0 0 Shares in associated companies 2,744 2,739 0 287 0 271 0 0 0 0 7,913 2,739 0 287 0 388,147 161,410 15,143 0 51,776 I. Intangible assets Franchises, trademarks, patents, licenses and similar rights and licenses to such rights Goodwill II. Tangible assets Land and buildings, leasehold rights and buildings, including buildings on third-party land Other equipment, operational and office equipment Advance payments and assets under construction III. Financial assets Investments | 78| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t CUMULATIVE DEPRECIATION Additions from first Additions consolidation Dec. 31, 2001 Jan. 1, 2001 € ’000 € ’000 € ’000 1,615 7 32 0 11 1 1 0 1,626 8 33 0 450,972 16,007 5,335 497 2 48,890 NET BOOK VALUE Disposals Write-ups Dec. 31, 2001 Dec. 31, 2001 Dec. 31, 2000 € ’000 € ’000 € ’000 € ’000 € ’000 0 0 39 1,576 9 0 0 2 9 6 0 0 41 1,585 15 2,844 281 3 23,902 427,070 359,055 22 0 0 0 24 473 4 0 72 0 0 0 72 48,818 5,143 500,359 16,009 5,429 2,844 281 3 23,998 476,361 364,202 4,898 0 0 0 0 0 0 4,898 4,898 5,770 0 550 0 0 0 550 5,220 2,744 271 0 0 0 0 0 0 271 271 10,939 0 550 0 0 0 550 10,389 7,913 512,924 16,017 6,012 2,844 281 3 24,589 488,335 372,130 € ’000 | 79| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. Receivables and other current assets All receivables and other current assets fall due for payment within one year. The main items included under “Other current assets” are tax refund claims of €4,252,000 and outstanding loans granted of €1,146,000. 3. Subscribed capital The corporation’s capital stock was decreased by €417,000 from €18,897,000 to €18,480,000 at the Annual General Meeting on May 17, 2001 by the simplified procedure. It is subdivided into 18,480,000 no par value bearer shares. The Annual General Meeting on May 17, 2001 approved the following amendment to the Corporation’s Articles of Incorporation relating to the capital stock: The Management Board is empowered, subject to Supervisory Board consent, to increase the corporation’s capital stock against subscriptions in cash or in cash and kind by one or more issues of new no par value bearer shares up to a maximum total value of €4,620,000 (authorized capital stock) between now and April 13, 2004. The Management Board is empowered, subject to Supervisory Board consent, to increase the corporation’s capital stock against subscriptions in cash or in kind by one or more issues of new no par value bearer shares up to a maximum total value of €4,620,000 (authorized capital stock) between now and May 17, 2006 (authorized capital stock II). The Management Board is empowered, subject to Supervisory Board consent, to exclude stockholders’ preemptive rights to subscribe to authorized capital stock. The Management Board is in all cases empowered, subject to Supervisory Board consent, to exclude stockholders’ legal preemptive rights to subscribe to authorized capital stock in cases where this may become necessary to avoid fractional shares or to enable the corporation to grant holders of option rights (i.e. of stock options or convertible bonds) to exercise those preemptive rights which they would be entitled to exercise as stockholders. The Management Board is also in all cases empowered, subject to Supervisory Board consent, to exclude stockholders’ legal preemptive rights to subscribe to capital increases in the form of one or more issues of authorized capital stock in cases where the nominal value of the capital stock increase does not exceed 10% of the capital stock registered in the Commercial Register at the time of first use of the authorized capital stock and where the price of the newly issued shares is not substantially lower than the quoted prices of the shares already being traded on the stock exchange on the date on which the issue price is finally agreed. The authorization contained in the fourth | 80| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t sentence shall not apply in cases where the simplified provisions for exclusion of preemptive rights pursuant to the fourth sentence of paragraph 3 of Section 186 of the German Corporation Act are invoked for an authorization to sell a stockholder’s own shares privately. In cases where preemptive rights are not excluded at the time of a capital stock increase within the limits of the authorized capital stock, the Management Board can, subject to Supervisory Board consent, permit third parties to acquire new shares against subscriptions in cash or in kind and inform stockholders that they should not exercise their preemptive rights. The value of a subscription in kind must be determined by a qualified independent appraiser using recognized valuation methods. The Management Board is empowered, subject to Supervisory Board consent, to decide the details of the capital stock increase and its enactment. The Supervisory Board is empowered to amend Clause 4 of the Articles of Incorporation according to the use of the authorized capital stock and after expiry of the deadline of the authorization. The subscribed capital can also be increased by a nominal amount of up to €770,000, subdivided into 770,000 no par value bearer shares. This is a conditional capital stock increase which will only take place to the extent that the holders of stock options issued in accordance with the stockholders’ resolution at the Annual General Meeting on April 13, 1999 actually exercise these options. Options on a total of 431,100 shares had been granted to directors and employees of affiliated companies as balance sheet date. A resolution approved by the Annual General Meeting on August 31, 2000 authorizes Deutsche Real Estate Aktiengesellschaft to acquire its own shares up to an amount of 10% of the registered share capital. This authorization became effective as from October 1, 2000 and will remain so until March 30, 2002. 4. Capital reserve The following changes had occurred in the capital reserve as at the closing date: € ’000 Status as of January 1, 2001 Transfer from capital stock decrease Status as of December 31, 2001 79,208 417 79,625 | 81| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. Revenue reserve The revenue reserve consists of reserves of €5,645,000 in the holding company and reserves of €101,000 formed in the subsidiaries during their period of membership of the group. 6. Accruals for pensions and similar obligations Actuarial principles were used to calculate accruals for pensions and assume a 6% return on capital. They relate to pension obligations for a former executive director. 7. Tax accruals Accruals for deferred taxation have been created in the financial statements of Deutsche Real Estate Aktiengesellschaft and Deutsche Shopping Aktiengesellschaft and included without adjustment in the consolidated financial statements. Most of the accruals for deferred taxation have been calculated from the differences between investment income from the partnership subsidiaries and the lower amount of taxable profit on which Deutsche Real Estate AG is assessed. The differences between the amounts shown for investment income from the subsidiaries in the commercial balance sheet and in the tax balance sheet result from the fact that the real estate owned by the subsidiaries is subject to progressive depreciation in the former and straight-line depreciation of 4% per annum in the latter. A Corporation Tax rate of 25% and Solidarity Surcharge rate of 5.5% were used to calculate the amount of the accrual for deferred taxation. 8. Other accruals The main items under “Other accruals” are accounts payable for construction work (€1,506,000), outstanding accounts payable (€1,500,000) and accruals for maintenance (€818,000). | 82| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t 9. Liabilities Total Liabilities to banks Trade payables Payables to affiliated companies Payables to associated companies Payables to other companies in which the group owns an interest Other liabilities Of which due due within due in within one and more than one year five years five years € ’000 € ’000 € ’000 € ’000 417,316 16,189 109 9,799 110,817 16,189 109 1,824 61,125 0 0 7,975 245,374 0 0 0 497 17,875 497 17,875 0 0 0 0 461,785 147,311 69,100 245,374 The liabilities to banks are secured by charges on real estate totaling €404,597,000. Declarations of assignment of rental and leasing income have also been issued. First consolidation of K-Witt Kaufzentrum Wittenau GmbH, Berlin brought a total increase of €14,130,000 in the item “Liabilities to banks”. | 83| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS VI. NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT 1. Sales turnover The sales turnover of €32,448,000 comes primarily from rental income. 2. Other operating income This item relates mainly to income of €14,112,000 from the sale of real estate. The properties at Oberanger in Munich and Neu-Isenburg I and II were sold during the fiscal year under review. 3. Other operating expenses This item relates mainly to expenditure on real estate assets (€5,341,000), write-down of receivables (€404,000), costs of asset management (€1,914,000), losses on foreign exchange (€1,113,000) and cost of professional advice (€1,054,000). 4. Income from investments Income from investments comes mainly from the share of profits from the year 2001 results of BAKOLA Miteigentumsfonds 1 Objekt Duisburg-Averdunk. VII. MARKET SEGMENT REPORT The Group can be subdivided into two sectors corresponding to its legal structure: Commercial real estate scheduled for mixed use (retail and office space), Shopping (retail). . . The sale of 94% of the investment in DREAG Objekte Nordenham GmbH & Co. KG by Deutsche Real Estate AG in the year 2000 more or less eliminated the former residential segment, which consequently no longer appears in the market segment report. | 84| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Mixed commercial use Shopping Residential € ’000 € ’000 € ’000 € ’000 Fixed assets 368,238 120,597 0 (previous year: 257,548 115,522 61 114,087 6,897 70,203 6,486 482,325 127,494 327,751 122,008 € ’000 of which shares in affiliated companies 4,898 (previous year: 4,899) of which shares in associated companies 5,220 (previous year: 2,744) of which other financial assets 271 (previous year: 271) Current assets and deferred items (previous year: (previous year: Consolidated accounting Total items Total € ’000 € ’000 488,835 (500) 488,335 373,131 (1,000) 372,131) 0 120,984 (39,714) 81,270 2,733 79,422 (41,397) 38,025) 0 609,819 (40,214) 569,605 2,794 452,553 (42,397) 410,156) Stockholders’ equity 99,217 -914 0 98,303 (1,291) 97,012 (previous year: 104,791 (1,010) 1,570 105,351 (2,577) 102,774) 9,372 1,409 0 10,781 0 10,781 4,465 2,472 493 7,430 0 7,430) 373,736 126,999 0 500,735 (38,923) 461,812 218,493 120,456 732 339,771 (39,819) 299,952) 482,325 127,494 0 609,819 (40,214) 569,605 327,749 122,008 2,795 452,552 (42,396) 410,156) Accruals (previous year: Liabilities and deferred items (previous year: (previous year: | 85| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Sales (previous year: Other income (previous year: Personnel expenses Mixed commercial use Consolidated accounting Total items Shopping Residential € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 22,344 10,104 0 32,448 0 32,448 15,214 9,266 0 24,480 0 24,480) 14,632 5 0 14,637 1 14,638 6,115 581 1,773 8,469 (2) 8,467) Total 2,475 0 0 2,475 0 2,475 (previous year: 1,654 0 0 1,654 0 1,654) Depreciation 4,322 1,140 0 5,462 0 5,462 (previous year: 1,536 1,839 0 3,375 0 3,375) 13,990 1,733 0 15,723 0 15,723 8,159 2,861 21 11,041 (3) 11,038) 1,169 0 0 1,169 (791) 378 2,561 0 0 2,561 (2,252) 309) Other expenses (previous year: Income from investments (previous year: Income from associated companies 26 0 0 26 0 26 1,149 0 0 1,149 0 1,149) 2,771 317 0 3,088 (1,930) 1,158 2,261 178 6 2,445 (1,760) 685) 550 0 0 550 0 550 0 0 0 0 0 0) 16,538 6,474 0 23,012 (1,930) 21,082 (previous year: 11,054 5,919 30 17,003 (1,760) 15,243) Profit on ordinary activities 3,067 1,079 0 4,146 (790) 3,356 3,897 (594) 1,728 6,031 (2,251) 3,780) 1,806 424 0 2,230 0 2,230 1,584 542 486 2,612 (675) 1,937) (previous year: Interest income (previous year: Depreciation of financial assets (previous year: Interest charges (previous year: Taxation (previous year: Consolidated profit (loss) for the year (previous year: 1,261 655 0 1,916 (790) 1,126 3,313 (1,136) 1,242 3,419 (1,576) 1,843) Investments during fiscal year 2001 totaled €170,287,000 in the mixed use segment and €6,266,000 in the shopping sector. | 86| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t VIII. CASH FLOW STATEMENT Dec. 31, 2001 Dec. 31, 2000 € ’000 € ’000 1,126 6,012 (17) (3) (14,113) 3,368 4,956 25,210 1,843 3,375 22 0 (5,620) 4,431 (27,061) (60,090) 26,539 (83,100) + Proceeds from disposal of fixed assets ./. Payments for investments in fixed assets 65,609 (173,709) 29,348 (123,056) = Cash flow from investment activities (108,100) (93,708) 0 (5,375) 136,649 (1,609) 97 36,960 (4,016) 137,424 (163) 369 129,762 170,574 Changes in liquid funds affecting payments + Available funds at starting date 48,201 323 (6,234) 6,557 = Available funds at closing date 48,524 323 + ./. ./. ./. + + ./. Consolidated profit for the year Depreciation Decrease in long-term accruals Additions to fixed assets Profit on disposal of fixed assets Increase in short- and medium-term accruals Decrease in trade receivables and other assets Increase in trade payables and other liabilities = Cash flow on current operations + ./. + ./. + Proceeds from capital increases and stockholders’ contributions Dividend distributions to stockholders Net receipts from loans taken up Minority interests Differences from capital consolidation = Cash flow from financing activities The net liquid funds are equivalent to the item “Cash and credit balances at bank”. | 87| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Sale of the properties at Oberanger in Munich and Neu-Isenburg I and II yielded proceeds of €14,113,000. The item “Liabilities” of €336,000 includes the purchase price not yet charged for K-Witt Kaufzentrum Wittenau GmbH, Berlin. IX. CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS The corporation signed undertakings to the Bayerische Landesbank of Munich on December 21, 1999 relating to the granting of loans totaling €76,693,000 to the wholly owned subsidiaries of Deutsche Shopping Aktiengesellschaft for the acquisition of the Stinnes DIY markets. The corporation and Deutsche Shopping Aktiengesellschaft are liable jointly and severally to the Bayerische Landesbank and gave the following undertakings to the bank which remain valid for the period during which the loans remain outstanding . . to provide the debtor companies with sufficient funds to enable them to meet their obligations under the loan agreements at all times; to compensate the bank in full for any arrears outstanding at the end of any year and for losses incurred through liquidation of the debtor companies including any losses incurred as a result of their insolvency. The corporation has issued letters of comfort in the nominal amounts of the loans granted to the banks which have granted loans for financing the individual properties. The value of these outstanding loans totaled €115,806,000 as of December 31, 2001. Other financial obligations arise from an interest swap agreement signed on July 1, 1999 under which the corporation undertook to pay interest at a rate of 4.93% per annum during the period from December 1, 1999 to December 1, 2004 on an amount declining successively from €61,355,000 on December 1, 1999 to €53,031,000 on December 1, 2004. In return, the corporation receives interest on the relevant amount at the 1-month EURIBOR rate plus 0.5%. This agreement serves as a hedge against the interest risk on the loans granted to the subsidiaries of Deutsche Shopping Aktiengesellschaft. The corporation has also given the following undertaking to the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg relating to a loan granted to DREAG Objekt Neu-Isenburg II GmbH & Co. KG of Hamburg: | 88| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Deutsche Real Estate Aktiengesellschaft hereby gives an undertaking to the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg relating to loans granted to the debtor company by DZ Bank AG Deutsche Zentral Genossenschaftsbank . . . not to change, cancel or withdraw its interest in the debtor company or take action to liquidate the debtor company without the prior written consent of the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg; to provide the debtor company with sufficient funds to enable them to meet their obligations under the loan agreements at all times; to compensate the bank in full for any arrears outstanding at the end of any year and for losses incurred through liquidation of the debtor companies including any losses incurred as a result of their insolvency during the period in which the loans remain outstanding. The undertakings given by Deutsche Real Estate Aktiengesellschaft of Bremerhaven will remain unchanged for the duration of any subsequent extensions of the loans granted to the debtor company by the DZ Bank AG Deutsche Zentral Genossenschaftsbank of Hamburg even if consent to the extension of the loan has not been received on the date when the loan agreement expires. X. OTHER INFORMATION 1. Ownership details and other legally required information HBAG Real Estate Aktiengesellschaft of Hamburg owns a 56.56% majority interest in Deutsche Real Estate Aktiengesellschaft. HBAG Real Estate Aktiengesellschaft produces an annual report and financial statements, copies of which are deposited at Hamburg District Court. Deutsche Real Estate Aktiengesellschaft’s consolidated annual accounts are included therein. In a letter dated December 11, 2000 the stockholder WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft of Mönchengladbach informed us that it now owns only 24.8938% of the corporation’s shares and that its voting rights had consequently fallen below the threshold of 25% as of December 8, 2000. In 1999 the corporation was informed by both the Bayerische Landesbank and the Hamburgische Landesbank that they had each reached the threshold of 5% of the voting rights in our corporation. Receivables from HBAG Real Estate Aktiengesellschaft of Hamburg totaled €3,000 as of balance sheet closing date. | 89| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2. Management Board The following are members of the Management Board: Busso von Alvensleben, Berlin, businessman Marcus Hientzsch, Berlin (as of August 22, 2001), Immobilienökonom (ebs) Dr. Rainer Behne, Hamburg (Chairman), (until June 30, 2001), businessman Thomas Schwerdtfeger, Hanover (until November 1, 2001), businessman The Supervisory Board directorships in other corporations held by members of the Management Board are listed on page 97. . . . . 3. Supervisory Board The following persons were members of the Supervisory Board during the fiscal year under review: Dr. Rainer Behne (Chairman), Hamburg (as of July 26, 2001), businessman. Chairman of Management Board of HBAG Real Estate AG and AGIV Real Estate AG Dr. Günter Rexrodt (Chairman), Berlin (until June 30, 2001). Member of the Federal German Parliament, ex-Federal German Minister of Economic Affairs Peter Rieck (Deputy Chairman as of August 22, 2001), Hamburg. Deputy Chairman of Management Board of Hamburgische Landesbank – Girozentrale –, Hamburg Dr. Gerhard Niesslein (Deputy Chairman), Münster (until June 30, 2001). Chairman of Management Board of De Te Immobilien und Service GmbH Michael Doranth, Munich. Management Spokesman of LBI Landesbank Immobilien Division of Bayerische Landesbank – Girozentrale –, Munich Karl Ehlerding, Hamburg, Dipl.-Kaufmann (roughly Graduate in Business Studies) Dr. Wolf Klinz, Königstein (as of July 26, 2001), Dipl.-Kaufmann (roughly Graduate in Business Studies). Deputy Chairman of Management Board of AGIV Real Estate AG, President of Frankfurt am Main Chamber of Commerce and Industry Alexander Knapp Voith, St. Moritz, Switzerland, businessman The Supervisory Board directorships in other corporations held by members of the Supervisory Board are listed on pages 97 and 98. . . . . . . . . 4. Number of employees The holding company had no employees during the fiscal year under review. The personnel expenses relate mainly to remuneration paid to members of the Management Board. The parent company and the subsidiaries have signed contracts with other companies for the provision of asset management, facility management and other services. | 90| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t 5. Remuneration paid to members of corporate bodies The members of the Supervisory Board received remuneration totaling €130,000 during fiscal year 2001. The members of the Management Board received remuneration totaling €1,715,000 during fiscal year 2001. The Management Board was also granted stock options on 184,800 of the corporation’s no par value bearer shares at a price of €9.00 per share. These can be exercised for 50% of the shares 3 years after granting of the option and for the remainder 4 years after granting of the option. The options remain valid until June 30, 2009 and exercise is subject to the proviso that the quoted price of the share increases by not less than 10% per annum over the option price of €9.00 as from the date on which the options were granted. Pension payments of €58,000 were made to a former Executive Director. Bremerhaven, March 4, 2002 The Management Board Busso von Alvensleben Marcus Hientzsch | 91| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t AUDITORS’ REPORT We have audited the consolidated financial statements and the management report of the holding company and the group of Deutsche Real Estate Aktiengesellschaft for the fiscal year from January 1 to December 31, 2001. The preparation of the consolidated financial statements and group management report in accordance with German Commercial Law is the responsibility of the Corporation’s legal representatives. Our responsibility is to express an opinion, based on our audit, on the consolidated financial statements and on the group management report. We conducted our audit of the consolidated financial statements in accordance with Section 317 of the German Commercial Code (HGB) and in compliance with the generally accepted German standards for the audit of financial statements issued by the German Institute of Auditors (Institut der Wirtschaftsprüfer, IDW). Those standards require that we plan and perform the audit in such a way as to obtain reasonable assurance that inaccuracies and violations are recognized which significantly affect the presentation of the net worth, financial position and results of operations as conveyed by the consolidated financial statements, in compliance with generally accepted accounting principles and by the group management report. The scope of the audit was planned taking into account our understanding of business operations, the Corporation’s economic and legal environment, and any potential errors anticipated. In the course of the audit, the effectiveness of the system of internal accounting controls was assessed, and the disclosures made in the consolidated financial statements and the group management report were verified, mainly on a test basis. The audit also includes assessment of the financial statements of the companies to be included in the consolidation, determination of the companies to be included in the consolidation, the accounting and consolidation principles used and of the significant estimates made by the legal representatives as well as evaluation of the overall presentation of the consolidated financial statements and the group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit gave no cause for reservations. | 92| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t In our opinion, the consolidated financial statements present a true and fair view of the group’s net worth, financial position and results of operations in accordance with generally accepted accounting principles. In all material respects the group management report correctly and accurately presents the situation of the group and the risks to its future development. Hamburg, March 4, 2002 KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Bagehorn Auditor Gajewski Auditor | 93| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t SUPERVISORY BOARD REPORT Further good progress was made in Deutsche Real Estate AG’s development as a real estate investment corporation practising active asset and portfolio management. The corporation’s market position has improved. The objectives that the corporation set itself have all been attained. The real estate portfolio managed by Deutsche Real Estate AG at the end of fiscal year 2001 was valued at just under €1 billion. It is planned to continue enlargement of the portfolio at the same rate with the objective of reaching dimensions similar to those of open-ended real estate investment funds. The Supervisory Board has borne this strategic objective in mind in the performance of its legal and statutory responsibilities during fiscal year 2001and has advised the Management Board and supervised its activities accordingly. The members of the Supervisory Board have been kept regularly informed by the Management Board, both verbally and in written reports, of the general business situation and of important individual events and have, after due discussion with the Management Board, approved all necessary resolutions for the corporation’s further development. The Chairman of the Supervisory Board has been in regular contact with the Management Board. Four Supervisory Board meetings were held: on March 1, May 17, September 10 and December 3, 2001 respectively. At these meetings the Supervisory Board discussed the financial situation and business activities of Deutsche Real Estate AG and its subsidiaries, their general business progress and planned business policy on matters ranging from investment and acquisition projects to the corporation’s strategic development. It received from the Management Board in the form of written quarterly reports and verbal reports at the board meetings details of real estate investments and acquisitions and of the financing arranged for these. The most important single subjects discussed in this connection related to the acquisition of an undeveloped site on which it is planned to construct an office building, and the acquisition of shares in four real estate companies in a package deal involving a logistics center and three office complexes, all located in Berlin. The Supervisory Board formed a Real Estate Committee at its meeting in September 2001. No other committees have been formed. Resolutions were approved at the Supervisory Board meetings or, in urgent cases, by written procedures on all business transactions requiring the consent of the Supervisory Board or the Real Estate Committee, either by law or under the Articles of Incorporation. | 94| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t Both the holding company’s and the consolidated financial statements as well as the management report of the holding company and the group as at December 31, 2001 have been audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft of Hamburg with reference to the corporation’s general accounts. The auditors have issued their report without reservations. All documents relating to the financial statements including the Management Board’s report and recommendation on appropriation of profit and the auditors’ report for fiscal year 2001 were submitted to the Supervisory Board for detailed examination prior to the board meeting on March 5, 2002. These were discussed with the Management Board in the auditor’s presence at this meeting. The Supervisory Board noted the results of the audit with approval and recorded that its own examination of the documents had given rise to no objections. The Supervisory Board approved and adopted the financial statements for fiscal year 2001 compiled by the Management Board for Deutsche Real Estate AG. The Supervisory Board concurs with the Management Board’s proposal for appropriation of the profit for the year. In compliance with Section 312 of the German Corporation Act (AktG) the Management Board has prepared a report on its relations with affiliated companies and has included the mandatory final statement in its management report. The auditor, KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft of Hamburg, has examined this report and issued the following certificate: “We have duly examined and assessed the report and hereby certify that: (1) the information contained therein is correct, (2) the payments made by the corporation in the transactions listed therein were not unduly high.” On completion of its examination, the Supervisory Board hereby confirms that it has no objections to the statement on relations with affiliated companies made by the Management Board at the end of its report. | 95| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t SUPERVISORY BOARD REPORT The acquisition of AGIV by the parent company HBAG Real Estate AG has led to some changes in the governing bodies of Deutsche Real Estate AG. Dr. Günter Rexrodt resigned his chairmanship and Dr. Gerhard Niesslein his membership of the Supervisory Board effective June 30, 2001. Dr. Rexrodt has been appointed Chairman of the Supervisory Board of AGIV AG. Dr. Rainer Behne resigned his chairmanship of the Management Board of Deutsche Real Estate AG, also effective June 30, 2001. Dr. Behne and Dr. Wolf Klinz were appointed members of the Deutsche Real Estate AG Supervisory Board by a resolution of the Bremerhaven District Court dated July 26, 2001. The Supervisory Board elected Dr. Rainer Behne as its new Chairman in a written resolution circulated to all members. The corporation acquired the services of Marcus Hientzsch as a new member of the Management Board effective August 22, 2001. Thomas Schwerdtfeger resigned his Management Board directorship effective November 1, 2001. Deutsche Real Estate AG’s head office was transferred from Hamburg to Berlin in August 2001. The good results achieved during fiscal year 2001, involving a high level of portfolio investment and an increase in profit for the year, were a joint effort. The Supervisory Board would like to express its thanks to the members of the Deutsche Real Estate AG Management Board and also to the management and staff of Deutsche Real Estate Service GmbH & Co. KG for their dedicated hard work. Berlin, March 5, 2002 The Supervisory Board Dr. Rainer Behne Chairman | 96| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t OTHER DIRECTORSHIPS MANAGEMENT BOARD SUPERVISORY BOARD Busso von Alvensleben occupies the following positions in other Supervisory Boards: ● Achte TAXXUS Real Estate AG, Hamburg (Chairman) ● Benelux Real Estate AG, Hamburg (Chairman) ● Deutsche Shopping AG, Hamburg (Chairman) ● DRESTATE Wohnen AG, Hamburg (Chairman) ● España Real Estate AG, Hamburg (Chairman) ● France Real Estate AG, Hamburg (Chairman) ● TRANSATLANTICA Real Estate AG, Hamburg ● Tschechien Real Estate AG, Hamburg (Chairman) Dr. Rainer Behne occupies the following positions in other Supervisory Boards: ● ADLER Real Estate AG, Frankfurt am Main (Chairman) ● german communications dbk AG, Hamburg (Deputy Chairman) ● MüBau Münchner Baugesellschaft mbH, Frankfurt am Main (Chairman) ● myLoc Real Estate & Technology AG, Hamburg (Chairman) ● Nakupni Park LOTOS, a. s., Prague (Chairman) ● TRANSATLANTICA Real Estate AG, Hamburg (Chairman) Marcus Hientzsch holds no Supervisory Board directorships. Dr. Günter Rexrodt is also a member of the Supervisory Boards of: ● AWD AG, Hanover ● Berliner Effektengesellschaft AG, Berlin ● DTZ Zadelhoff Holding GmbH, Frankfurt am Main ● EuroRatings AG, Frankfurt am Main ● Factumedia AG, Berlin ● gecco.net AG, Berlin (Chairman) ● IhrPreis.de, Düsseldorf | 97| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t OTHER DIRECTORSHIPS SUPERVISORY BOARD Peter Rieck is also a member of the Supervisory Boards of: ● DEKA Immobilien Investment GmbH, Frankfurt am Main ● GEHAG Aktiengesellschaft, Berlin (Deputy Chairman) ● HBAG Real Estate Aktiengesellschaft, Hamburg ● HGA Hamburgische Grundbesitz Beteiligungs AG, Hamburg (Chairman) ● LEG Schleswig-Holstein Landesentwicklungsgesellschaft mbH, Kiel ● pflegen & wohnen AöR, Hamburg ● Plus Vermögensverwaltung AG I. G., Hamburg (Chairman) ● SaGeBau Sanierungs- und Gewerbebau-Aktiengesellschaft, Berlin (Deputy Chairman) ● Sprinkenhof AG, Hamburg Dr. Gerhard Niesslein is also a member of the Supervisory Boards of: ● Eintracht Frankfurt Fußball AG, Frankfurt am Main ● IVG Immobilien GmbH, Bonn (member of Advisory Board) ● IVG Service GmbH, Bonn (member of Advisory Board) ● TERCON Immobilien Projektentwicklungs-GmbH, Munich (member of Advisory Board) Michael Doranth is also a member of the Supervisory Boards of: ● Bayerische Grundvermögen AG, Munich (Chairman) ● DKB Immobilien AG, Berlin (Deputy Chairman) ● Realis AG Gesellschaft für Immobilien Asset-Management, Munich Karl Ehlerding is also a member of the Supervisory Boards of: ● BBG Beamten-Baugesellschaft Bremen GmbH, Bremen (Deputy Chairman) ● Deutsche Bank AG (Advisory Council – North Germany) ● Getreideheber-Gesellschaft mbH, Hamburg ● GLADBAU Baubetreuungs- und Verwaltungs-Gesellschaft mbH, Mönchengladbach (member of Advisory Board) ● Kieler Wohnungsbaugesellschaft mbH, Kiel ● Klöckner Werke AG, Duisburg ● SSW Fähr- und Spezialschiffbau GmbH, Bremerhaven (member of Advisory Board) ● WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft, Hamburg Dr. Wolf Klinz is also a member of the Supervisory Boards of: ● AVECO AG, Frankfurt am Main ● Hessischer Rundfunk, Frankfurt am Main (Broadcasting Council) ● MüBau Münchner Baugesellschaft mbH, Frankfurt am Main (Deputy Chairman) ● Zumtobel AG, Dornbirn, Austria Alexander Knapp Voith is also a member of the Supervisory Board of: ● HBAG Real Estate Aktiengesellschaft, Hamburg | 98| D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t SUMMARY OF GROUP STRUCTURE 1 DREAG Objekt Böblingen, Otto-Lilienthal-Strasse GmbH & Co. KG 100% 100% 1 DREAG Objekt Freising, Alois-Steinecker-Strasse GmbH & Co. KG DEUTSCHE DREAG Objekt Lübeck, Lohmühlencenter GmbH & Co. KG 1 9 DREAG Objekt Limburgerhof, Burgunderplatz GmbH & Co. KG 1 1 DREAG Objekt Ludwigshafen, Carl-Bosch-Strasse GmbH & Co. KG 1 1 94% DREAG Objekt Berlin, Grolmanstrasse GmbH & Co. KG GbR Freising, Alois-Steinecker-Strasse 6% DREAG Objekt Berlin, Hauptstrasse GmbH & Co. KG 1 100% 100% DREAG Objekt Goslar, Im Schleeke GmbH & Co. KG DREAG Objekt Berlin-Teltow, Potsdamer Strasse GmbH & Co. KG 1 100% 49% Sechzehnte DWI Grundbesitz GmbH DREAG Objekt Berlin, Friedrichstrasse GmbH & Co. KG 1 100% 100% DREAG Objekt Hamburg, Mendelssohnstrasse GmbH & Co. KG DREAG Objekt Berlin, Krausenstrasse GmbH & Co. KG 1 100% 60% GET Grundstücksgesellschaft mbH 25% 1 1 K-Witt Kaufzentrum Wittenau GmbH 94% 6 1 DREAG Objekt München, Maria-Probst-Strasse GmbH & Co. KG 1 Verwaltungsgesellschaft DREAG München, Oberanger mbH 94% Krausenstrasse 8 Berlin GbR 1 DREAG Objekt München, Prinzregentenstrasse GmbH & Co. KG 7 94% 6% DREAG Objekt Hamburg, Osterfeldstrasse GmbH & Co. KG 1 DREAG Objekt München, Oberanger GmbH & Co. KG 4 90% DREAG Objekt Norderstedt, Kohfurth GmbH & Co. KG 1 Zweite DREAG Verwaltungsgesellschaft Objekt München,DREAG1 Prinzregentenstrasse Neu-Isenburg GmbH mbH& Co. KG 1 80% DREAG Objekt Berlin, Reichpietschufer GmbH & Co. KG 1 100% 100% 1 DREAG Objekt Hamburg, Friedrich-Ebert-Damm GmbH & Co. KG DREAG Objekt Neu-Isenburg II GmbH & Co. KG Careé Seestrasse (GbR), Berlin 47% 49% Technologiepark Heidelberg I GmbH & Co. KG 1 Fünfte Verwaltungsgesellschaft DREAG mbH Forum Seestrasse Grundstücksgesellschaft mbH 47% 49% Technologiepark Heidelberg II GmbH & Co. KG 1 DREAG Objekt Neu-Isenburg III GmbH & Co. KG 1 DREAG Objekt Heidelberg, Mannheimer Strasse GmbH & Co. KG 1 DREAG Objekt Saarbrücken, Hafenstrasse GmbH & Co. KG 1 DREAG Objekt Saarbrücken, Kaiserstrasse GmbH & Co. KG 1 1 1 75,2% DREAG Objekt Düsseldorf, Bonner Strasse GmbH & Co. KG 1 100% 100% 4 1 43,75% DREAG Objekt Düsseldorf, Wahlerstrasse GmbH & Co. KG 1 100% GbR Heidelberg, Mannheimer Strasse DREAG Objekt Dietzenbach, Waldstrasse GmbH & Co. KG 1 100% 100% DREAG Objekt Heidelberg, Vangerowstrasse GmbH & Co. KG 1 DREAG Objekt Schwedt, Kuhheide GmbH & Co. KG 1 1 DREAG Objekt Dietzenbach II GmbH & Co. KG 1 100% 100% DREAG Objekte Hamburg Vierundzwanzigste GmbH & Co. KG 1 DREAG Objekt Stuttgart, Rosensteinstrasse GmbH & Co. KG 1 1 DREAG Objekt Duisburg, Averdunkplatz GmbH & Co. KG GbR Köln-Gremberghoven 40% DREAG Objekt Stuttgart, Friedrichstrasse GmbH & Co. KG 1 GbR Stuttgart, Lehmfeldstrasse 95% DREAG Objekte Hamburg Fünfunddreißigste GmbH & Co. KG 1 100% Verwaltungsgesellschaft DREAG mbH 100% GfG Beteiligungsgesellschaft mbH 1 100% Grundstücksgesellschaft Taubenstrasse 19 1 100% 1 70,07% BAKOLA Miteigentumsfonds I Objekt Duisburg-Averdunk 40% 1 DREAG Objekt Frankenthal, Beindersheimer Strasse GmbH & Co. KG 47,37% DREAG Objekt Frankfurt, Westerbachstrasse GmbH & Co. KG In settlement of a legal dispute the word DREAG in the subsidiary company names was changed to DRESTATE at the beginning of 2002. An up-to-date summary of the group structure is available from the Deutsche Real Estate AG website at www.drestate.de. 44% GELFOND Verwaltungsgesellschaft mbH & Co. Frankfurt-Niederrad Besitz KG 1 D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t REAL ESTATE AG 100% 0% 100% 1 DREAG Objekte Hamburg Siebenundsechzigste GmbH & Co. KG Deutsche Shopping Aktiengesellschaft 25% Verwaltungsgesellschaft Deutsche Shopping mbH BGB HHD Büro-Center Lützowplatz 00% 00% 100% DREAG Objekt Berlin, Kurfürstendamm GmbH & Co. KG 1 26% 32% 5% XENDA Vermögensverwaltungsgesellschaft mbH 00% 58. Hanseatische Grundbesitz GmbH & Co. KG 100% DREAG Objekt Augsburg, Bürgermeister- 3 Fischer-Strasse GmbH & Co. KG 100% 100% DREAG Objekt Bremerhaven, An der Mühle GmbH & Co. KG 3 90% 4 100% DREAG Objekt Berlin, Idunastrasse GmbH & Co. KG 3 100% 100% DREAG Objekt Düren, Bahnstrasse GmbH & Co. KG 3 DREAG Objekt Berlin, Teilestrasse GmbH & Co. KG 3 100% 100% DREAG Objekt Düsseldorf, Ulmenstrasse GmbH & Co. KG 3 DREAG Objekt Berlin, Wiesenweg GmbH & Co. KG 3 100% 100% DREAG Objekt Engelsdorf, Riesaer Strasse GmbH & Co. KG 3 3 100% 100% DREAG Objekt Halle, Brauhausstrasse GmbH & Co. KG 3 DREAG Objekt Köln, Bernkasteler Strasse GmbH & Co. KG 3 DREAG Objekt Worms, Am Ochsenplatz GmbH & Co. KG 3 0% 100% DREAG Objekt Dresden GmbH 2% Verwaltungsgesellschaft DREAG Dresden, Narrenhäusl mbH 00% DREAG Objekt Dresden, Narrenhäusl GmbH & Co. KG 5 DREAG Objekt Berlin, Wittenauer Strasse GmbH & Co. KG DREAG Objekt Berlin, Hackesche Höfe GmbH & Co. KG 1 DREAG Objekt Bottrop, Friedrich-Ebert- 3 Strasse GmbH & Co. KG 100% DREAG Objekt Dresden, Kesselsdorfer 3 Strasse GmbH & Co. KG GbR Augsburg, Bürgermeister-Fischer-Strasse 100% 100% 00% Verwaltungsgesellschaft Hackesche Höfe Berlin GmbH 8% GbR Hackesche Höfe, Berlin 50% DREAG Objekt Bremen, Vegesacker Heerstrasse GmbH & Co. KG 100% 100% 3 100% 100% 0,2% 00% 100% Verwaltungsgesellschaft Deutsche Real Estate mbH 00% 100% Verwaltungsgesellschaft Heide Grund mbH 00% 10% Heide Grund GmbH & Co. KG 44,91% DREAG Objekt Bremen, Giessen-Linden,3 100% Robert-Bosch-Strasse GmbH & Co. KG DREAG Wohnen Aktiengesellschaft 100% 6% 2 DREAG Objekte Nordenham GmbH & Co. KG 00% 00% Deutsche Real Estate Service GmbH & Co. KG 00% Achte TAXXUS Real Estate Aktiengesellschaft 1 2 3 4 5 1 100% 100% General partner: Verwaltungsgesellschaft Deutsche Real Estate mbH General partner: Verwaltungsgesellschaft Heide Grund GmbH General partner: Verwaltungsgesellschaft Deutsche Shopping mbH General partner: XENDA Vermögensverwaltungsgesellschaft mbH General partner: Verwaltungsgesellschaft DREAG Dresden, Narrenhäusl mbH D E U T S C H E R E A L E S T A T E A kt i e n g e s e l l s c h a f t REGISTERED OFFICE SUBSCRIBED CAPITAL Bremerhaven HRB 1035 founded December 27, 1871 t 18,480,000.00 in the form of 18,480,000 no par value bearer shares ADMINISTRATIVE ADDRESS NOMINAL SHARE VALUE Markgrafenstrasse 36 · Am Gendarmenmarkt D-10117 Berlin Tel.: + 49 30 20 144 – 0 Fax: + 49 30 20 144 - 499 E-mail: info@drestate.de t 1.00 per share VOTING RIGHTS 1 vote per share IDENTIFICATION NUMBER WEBSITE 805 502 www.deutsche-real-estate-ag.de www.drestate.de SYMBOLS INVESTOR RELATIONS Tel.: + 49 40 41 526 – 403 E-mail: info@drestate.de German stock exchange: DRE2 Reuters: DREGa.F ISIN: DE0008055021 TRADED AT PUBLIC RELATIONS german communications dbk AG Holzdamm 28-32, D-20099 Hamburg Tel.: + 49 40 46 88 33 – 0 Fax: + 49 40 47 81 80 Hamburg, Frankfurt am Main, Bremen (official trading) Düsseldorf, Berlin, Stuttgart (unofficial market) FISCAL YEAR BUSINESS ACTIVITIES Calendar year A real estate stock corporation responsible for investment in German real estate within the HBAG/AGIV Real Estate Group ANNUAL GENERAL MEETING May 15, 2002 in Bremerhaven Deutsche Real Estate AG Annual Report 2001