SWISS PRIME INSIGHT INTERIM REPORT AS AT 30 JUNE

Transcription

1 SWISS PRIME INSIGHT INTERIM REPORT AS AT 30 JUNE 2002

2 Bilder: Max Doerfliger, Flugbild Solothurn

3 CONTENTS SWISS PRIME INSIGHT AS AT 30 JUNE Brief summary of the main items 4 Corporate Governance 7 Financial commentary 21 Valuation expert s report 29 Consolidated interim report Consolidated income statement 34 Consolidated balance sheet 35 Consolidated cash flow statement 36 Notes to the consolidated cash flow statement 37 Consolidated equity statement 38 Notes to the consolidated interim report 39 Property details Figures from the balance sheet and income statement as at 30 June /66 General property details 65/67 Property structure part 1, commercial properties 68/70 Property structure part 2, apartments 69/71

4 BRIEF SUMMARY OF THE MAIN ITEMS Group Financial year Financial year Difference in % Investment properties CHF m Rental income from investment properties CHF m Earnings before interest, taxes, depreciation and provisions (EBITDA) CHF m Operating profit before interest and taxes (EBIT) CHF m Profit for the period CHF m Equity capital CHF m Equity capital ratio % Borrowed capital CHF m Borrowed capital ratio % ROE (weighted) % ROIC (weighted) % Cash flow from operational activity CHF m 7.4 Investments in investment properties CHF m Net inflow of funds from financing activity CHF m Details without effect of revaluation* Operating profit before interest and taxes (EBIT) CHF m EBIT marge % Profit for the period CHF m Profit for the period per share (weighted) CHF/share ROE (weighted) % * Details without effect of revaluation and the resulting taxes.

5 BRIEF SUMMARY OF THE MAIN ITEMS 4 5 Stock exchange developments from High: CHF ( ) Low: CHF ( ) SPS SMI (adjusted) SWX IG Real Estate (adjusted) Details of the share Share price ( ) as at 30 June 2002 CHF high CHF low CHF Stock exchange capitalisation as at 30 June 2002 CHF m NAV (before deferred taxes) as at 31 December 2001 CHF as at 30 June 2002 CHF change 2.89% NAV (after deferred taxes) as at 31 December 2001 CHF as at 30 June 2002 CHF change 2.70% Profit per share as at 30 June 2001 CHF 9.39 (weighted) as at 30 June 2002 CHF 7.75 Share statistics Total registered shares Securities no ISIN no. CH SWX symbol SPSN First trading day 5 April 2000

6 BRIEF SUMMARY OF THE MAIN ITEMS Portfolio according to use type Basis: Target rent income 30 June 2002 Commercial 14% Cinemas Restaurants 3% Store rooms 4 % Apartments 3 % Rest 3 % Parking 5 % Offices 68 % Portfolio according to region Basis: market value as of 30 June 2002 Zurich 42% Eastern Switzerland 2% Central Switzerland 12% Northwestern Switzerland 14 % Bern 15 % Western Switzerland 2% Southern Switzerland 0% Geneva 13% Portfolio by contractual end of rental realationship Basis: net rent income 30 June 2002 End of contract over number of years % 12.52% 8.53% 12.33% 7.02% 1.03% 2.05% 8.82% 7.53% 2.65% 13.50% 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% As a % of net rental income

7 6 7 CORPORATE GOVERNANCE

8 CORPORATE GOVERNANCE Group structure Real Estate Asset Manager Credit Suisse Asset Management Holding Property Manager Wincasa Valuation Experts Wüest & Partner Financing Company SPS Finance Limited, Jersey Investment Company SPS Immobilien AG, Olten Investment Company SPS Immobilien Residenz AG, Olten Business properties with no or very little residential space Business properties with a larger amount of residential space Shareholdings Amount in 1,000 CHF Shareholdings Shareholdings Share capital in % SPS Immobilien AG Real estate company with headquarters in Olten 225, SPS Immobilien Residenz AG Real estate company with headquarters in Olten 36, SPS Finance Ltd. Financing company with headquarters in Jersey, UK 1,

9 CORPORATE GOVERNANCE 8 9 Shareholder structure As of 30 June 2002 Breakdown according Limit value Registered shareholders Registered shares to shares Number Percent Number Percent* 1 to 1,000 < 5.00% % 69, % 1,001 to 10,000 < 5.00% % 258, % 10,001 to 100,000 < 5.00% % 626, % 100,001 to 150,999 < 5.00% % 150, % 151,000 and more > 5.00% % 1,597, % Total registered shares % 2,702, % Trading portfolio 317, % Total shares issued 3,020, % * in percent of shares issued Breakdown according to Registered shareholders Registered shares country/region Number Percent Number Percent Switzerland % 2,565, % Europe (excl. Switzerland) % 135, % Other countries % % Total registered shares % 2,702, % Breakdown according to Registered shareholders Registered shares shareholder category Number Percent Number Percent Natural persons % 30, % Legal entities % 377, % Pension funds % 1 284, % Insurance companies % 870, % Funds % 17, % Others % 121, % Total registered shares % 2,702, % As of the balance sheet date, the Company is aware of the following major shareholders: Major shareholders Limit values Pension fund of Credit Suisse Group > 20.00% Winterthur Leben > 20.00% Federal pension fund > 5.00%

10 CORPORATE GOVERNANCE Cross-investments At present, there are no cross-investments. Capital structure as at 30 June 2002 Capital Total Number of shares Nominal per share Share capital CHF m 3,020,000 registered shares *CHF Authorised capital CHF m 1,510,000 registered shares CHF Conditional capital CHF m 906,000 registered shares CHF * The General Assembly of Shareholders on Pension fund of 29 April 2002 approved a reduction of the nominal value by CHF 8.00 per CHF nominal share. The disbursement and reduction were effected on 29 July Following the reduction, the nominal value per share amounts to CHF Details on authorised capital The Board of Directors is empowered to increase the share capital to the amount stated above at any time up to 29 April The shareholders subscription right is maintained. The precise wording can be found in the company s Articles of Association. Details on conditional capital The conditional capital is divided into an amount of up to CHF million for the exercise of option and/or conversion rights granted in connection with bonds and similar commitments, and an amount of up to CHF million for option rights granted to the shareholders. The precise wording can be found in the company s Articles of Association. Capital changes over the last three years Registered Total CHF 200 nom. shares nominal value in Changes Number of shares in 1,000 CHF Share capital as at , ,000 Capital increase as at , ,000 Share capital as at ,680, ,000 Capital increase as at (IPO) 1,340, ,000 Share capital as at ,020, ,000 Share capital as at ,020, ,000 Share capital as at ,020, ,000 Restrictions on transferability and nominee registrations The corresponding details can be found on the Internet under Convertible bonds and options At present, the company has not issued any outstanding convertible bonds or options.

11 CORPORATE GOVERNANCE Board of Directors Stefan Mächler lic. iur. HSG (1960), Forch President of the Board of Directors Member since: elected until: GV 2005 Managing Director, Credit Suisse Asset Management President of the Board of Directors of Prime New Energy AG, Olten Since Swiss Prime Site AG was founded, until end of 2001, played a decisive role in the management of the Company. Thomas Wetzel Dr. iur., attorney at law (1956), Küsnacht Vice President of the Board of Directors and President of the Audit Committee Member since: elected until: GV 2005 Partner in the law firm Diener & Wetzel, Küsnacht President of the Board of Directors of EBV Immobilien AG, Urdorf Member of the Board of Directors of tk3 AG, Basel, of Geschäftshaus City AG Dübendorf, Dübendorf, of Primogon AG, Baden, and of other boards of directors. Urs Bracher Ingenieur HTL, Graduate Swiss Pension Insurance Expert (1955), Lindau Member of the Board of Directors Member since: elected until: GV 2005 General Manager of PK Credit Suisse Group (Switzerland) and lecturer in Actuarial Theory at the Administrative Academy, Olten Member of the Board of Directors of Prime New Energy AG, Olten. Reinhard Giger dipl. Kultur-Ing. ETH (1949), Uster Member of the Board of Directors Member since: elected until: GV 2004 Managing Director, head Real Estate Management Credit Suisse Financial Service, member of the Board of Wincasa, Winterthur. Bernhard Hammer Dr. iur., advocate and notary (1950), Kammersrohr Member of the Board of Directors and of the Audit Committee Member since: elected until: GV 2005 President of the Board of Directors of Comet Holding AG, Bern, of Tobler Management Holding AG, Urdorf, and of Bator Holding AG, Herzogenbuchsee, member of the Board of Directors of Flumroc AG, Flums and of Banque Degroof (Switzerland) SA, Geneva.

12 CORPORATE GOVERNANCE Rudolf Huber Dr. oec. publ. (1955), Wilen SZ Member of the Board of Directors and of the Audit Committee Member since: elected until: GV 2005 Member of the Group Management and CFO of Geberit AG, Jona. Hans Peter Wehrli Prof. Dr. oec. publ. (1952), Zurich Member of the Board of Directors Member since: elected until: GV 2005 Professor of Business Management, chair in Marketing at the University of Zurich, President of the Board of Directors of Belimo Holding AG, Wetzikon, and of Greater Zurich Area AG, Zürich, and member of other Boards of Directors. Peter Wullschleger Bookkeeper with Swiss Specialist Qualification (1965), Oftringen Secretary of the Board of Directors and CFO (not member of the Board of Directors) In these functions since: Vice President, head of Finance and Administration in the Real Estate Asset Management of Credit Suisse Asset Management All members of the Board of Directors are Swiss nationals. Retirements during the period under review: Hans Ulrich Singer Member of the Board of Directors Member since: retired as of:

13 CORPORATE GOVERNANCE Cross-links At present, there are no reciprocal seats on Boards of Directors. Elections and period of office After expiry of the personal period of office of three years, the member must be re-elected by the General Assembly of Shareholders. Members of the Board of Directors shall submit their resignation at the ordinary General Assembly of the year in which they reach the age of 65. Audit Committee Thomas Wetzel, President of the Audit Committee Bernhard Hammer, member of the Audit Committee Rudolf Huber, member of the Audit Committee Regulation of powers / functions The Board of Directors is responsible for the control of the Company and the supervision and monitoring of the Management Board. The Board of Directors adopts the fundamental decisions that determine the activity of the Company. Within the framework of its activities, the Board of Directors ensures a profit-focused and competent conduct of the Company by the Management Board according to the provisions of the Articles of Association, the regulations and the applicable legislation. The Board of Directors exercises its powers jointly. If needed, it can elect a committee from amongst its members and allocate powers to this committee in a separate set of regulations or by amending the existing Organisational Regulations. The Board of Directors acts as a collective body. Unless the contrary is laid down in the resolutions of the Board of Directors and the Organisational Regulations, its members shall have no personal powers as against the Company and can for this reason of themselves not issue any instructions. The Board of Directors exercises the control, supervision and monitoring of the management of the Company. It issues guidelines for business and investment policy and is regularly informed about the course of business. The Board of Directors delegates the conduct of the business in full to the Management Board unless laid down otherwise by law, the Articles of Association or the Organisational Regulations. The Board of Directors can allocate the preparation and performance of its resolutions or the monitoring of transactions to one or more committees, individual members or the Management Board. It shall ensure appropriate reports to its members. The Board of Directors can entrust functions for the conduct of the business to third parties on a contractual basis.

14 CORPORATE GOVERNANCE Management Board Markus Graf (1949), Solothurn CEO In this function since: Managing Director, head of Real Estate Asset Management at Credit Suisse Asset Management, member of the Board of Directors of Wincasa, Winterthur, and Société Internationale de Placements, Basel, member of the Supervisory Board of Credit Suisse Asset Management Immobilien Kapitalanlagengesellschaft, Frankfurt am Main (D), member of the Real Estate Investment Funds Committee of the Swiss Funds Association. Peter Wullschleger (1965), Oftringen CFO and Secretary to the Board of Directors In this function since: Vice President, head of Finance and Administration in Real Estate Asset Management at Credit Suisse Asset Management. Peter Lehmann (1958), Trimbach CIO In this function since: Director, Portfolio manager in Real Estate Asset Management of Credit Suisse Asset Management. Remuneration, shareholdings and loans to members of the Board of Directors and the Management Board Basic fee Function Basic fee Expenses lump sum BD President CHF 100, CHF 3, BD Vice President CHF 50, CHF 3, BD Member CHF 25, CHF 3, BD Secretary CHF 10, CHF 3, Members of Audit Committee CHF 10, CHF 1, Members of Investment Committee CHF 15, CHF 5, Members of Financing Committee CHF 15, CHF 1, The fee for the same function within the Group of Companies is only paid once. In the case of multiple functions within the Group of Companies, the maximum fee shall be the first fee plus 50% of the second fee. In the case of multiple functions, a maximum lump sam for expenses of CHF 6 thousand is paid. The basic fees are resolved by the Board of Directors. For the activity of the persons in management functions, no separate basic fees/salaries are paid if such persons are in an employment relationship with the asset manager, since these payments are included in the management fee.

15 CORPORATE GOVERNANCE Share participation plan for the members of the Board of Directors and the Management Board Each member of the Board of Directors and the Management Board in office on 31 December of each year is entitled to acquire shares on the basis of Swiss Prime Site AG s preceding financial year as follows, the extent of the entitlement to subscribe being graduated according to the change in the NAV and the change in the market price of the Swiss Prime Site AG share at the end of the financial year in question as compared with the end of the preceding financial year, taking into account any distributions and other dilution effects (e.g. capital increases, options, option and convertible bonds or other financial instruments): 50% of the change in the NAV (before deferred taxes) plus 50% of the change in the market price as compared with the previous year according to the official stock exchange price during the last 10 stock exchange days of the month of December (average) of the year in question. No entitlement to shares arises if the total change is less than 4%. If a member of the Board of Directors or of the Management Board entitled to shares was not in office during the entire financial year in question, his entitlement to shares shall be on a pro rata basis. In the case of dual functions, only the higher rate shall apply. The share participation plan can be amended or terminated by the Board of Directors. Payments to current and former members of executive bodies Total payments CHF 165, of which to current members of executive bodies: Executive members of the Board of Directors CHF 0.00 (0) Non-executive members of the Board of Directors CHF 136, (7) Members of the Management Board CHF 20, (2) of which to retired members of executive bodies: Executive members of the Board of Directors CHF 0.00 (0) Non-executive members of the Board of Directors CHF 9, (1) Members of the Management Board CHF 0.00 (0) No additional and separate severance payments have been made. The figures in brackets are the number of persons benefitting. Of the payments shown, only the fees for the retiring members have been paid. The remaining payments are made in December.

16 CORPORATE GOVERNANCE Maximum total payment The maximum total payment amounts to CHF 55, Of which: Basic fee CHF 55, Share allocations CHF 0.00 Option allocations CHF 0.00 Share allocation in the period under review Total share allocations shares Of which to: Executive members of the Board of Directors 0 shares Non-executive members of the Board of Directors 0 shares Members of the Management Board 0 shares Any share allocations according to the share participation plan described above are only made in December each year. Shares held Total shares held as of 30 June shares Of which by: Executive members of the Board of Directors 0 shares Non-executive members of the Board of Directors 465 shares Members of the Management Board 200 shares Options No options are outstanding or have been issued. Additional fees and payments No additional fees have been paid. Loans to members of executive bodies At present, no loans to executive bodies are outstanding. Shareholder participation rights Register of Shares and registration provisions (Art. 5 of the Articles of Association) 1. A Register of Shares shall be kept for the registered shares, stating owner and beneficiary with names and given names, place of residence, address and nationality (the registered office in the case of legal persons). In the event of a change of place of residence, the Company must be informed in writing of the new place of residence, otherwise the previous place of residence will continue to be decisive in the relationship with the Company. In the relationship with the Company, only such person who is entered in the Register of Shares shall be recognised as shareholder or as beneficiary. The Company only recognises the entitlement of one person to each share.

17 CORPORATE GOVERNANCE The persons acquiring registered shares shall be entered on the Register of Shares as shareholders with voting right on request, if they expressly confirm that they have acquired these registered shares in their own name and for their own account. Art. 685d Para. 3 of the Code of Obligations shall remain reserved. 3. After hearing the registered shareholder, the Board of Directors can cancel registrations in the Register of Shares with retrospective effect as of the date of registration if such registration has been effected by false information. The party affected must be informed immediately of the cancellation. 4. The Board of Directors shall regulate the details and adopt the regulations necessary for compliance with the above provisions. The Board of Directors is empowered to refuse the admission of foreign purchasers of registered shares as shareholders with voting rights to the extent that and as long as such recognition could prevent the Company filing the evidence concerning the composition of the circle of shareholder required by federal legislation. Otherwise, there are no restrictions to registration or voting rights. Voting rights and adoption of resolutions (Art. 13 of the Articles of Association) 1. Each share shall entitle the holder to one vote. 2. Representation by proxy at the General Assembly of Shareholders is only permissible with a written power of attorney. The Chairman shall decide on the recognition of proxies. The Board of Directors can adopt rules on the issue of voting cards. 3. The General Assembly of Shareholders shall adopt its resolutions and effect its elections with a majority of the votes validly cast, unless the law or the Articles of Association contain provisions to the contrary. Abstentions shall not be included in the count. In the event of inequality of votes, the Chairman s vote shall be decisive in the event of resolutions, while lots shall be cast in the event of elections. 4. The elections and votes shall be open unless the Chairman or the majority of shareholders demand that they be held in secret. The Chairman can always have an open election or vote, repeated by one in writing, if in his opinion there are doubts as to the result of the vote. In such case, the preceding open election or vote shall deemed not to have taken place. 5. The General Assembly of Shareholders shall as a matter of principle adopt its resolutions with the absolute majority of the share votes represented at a General Assembly of Shareholders (i.e. by simple majority of the shares represented, not including abstentions). The resolutions of the General Assembly of Shareholders shall in particular include amendments of the Articles of Association, the election of the members of the Board of Directors and the Statutory Auditors, the approval of the Annual Report and Group Accounts, the adoption of the annual dividend, the discharge of the members of the Board of Directors and the Group Management (to the extent that their business activity is disclosed to the General Assembly of Shareholders) and the appointment of a special auditor.

18 CORPORATE GOVERNANCE Special quorums (Art. 14 of the Articles of Association) A resolution of the General Assembly of Shareholders by at least two thirds of the votes represented and the absolute majority of the nominal share value represented shall be required for: a) The amendment of the Articles of Association b) The introduction of voting shares c) The restriction of the transferability of registered shares d) An authorised or conditional capital increase e) A capital increase from equity in return for contributions in kind or for the purpose of the acquisition of assets and the granting of special benefits f) The restriction or cancellation of the subscription right g) The relocation of the Company s registered office h) The winding up of the Company without liquidation i) The winding up of the Company with liquidation k) The conversion of bearer shares into registered shares l) The conversion of registered shares into bearer shares m) The removal of the restrictions in the Articles of Association concerning the adoption of resolutions at the General Assembly of Shareholders pursuant to the above sub-sections i, k, and l General Assembly of Shareholders An ordinary General Assembly of Shareholders shall be held each year within six months after conclusion of the Company s financial year (currently 31 December). The General Assembly of Shareholders can be convened by the Board of Directors or, if necessary, by the Statutory Auditor. One or more shareholders who together represent at least 10% of the share capital shall be entitled to demand the convening of a General Assembly of Shareholders. In addition, one or more shareholders who together represent at least 10% of the share capital can demand that an issue be placed on the agenda. The request for an issue to be placed on the agenda must be filed with the Company at least 40 days before the General Assembly. The General Assembly shall be convened by announcement in the Swiss Commercial Gazette at least 20 days before the date of the General Assembly. The shareholders registered in the Register of Shares can also be convened in writing. Neither the Articles of Association nor Swiss law require a particular attendance figure for the quoracy of a General Assembly of Shareholders.

19 CORPORATE GOVERNANCE Change of control and defence measures Anyone who directly, indirectly or in joint agreement with third parties acquires shares and, together with the shares already in his possession, exceeds the limit of 49% of the voting rights, whether exercisable or not, must submit an offer for all the listed securities of the Company. Auditors and Group Auditors Duration of office of the Auditor in Chief Since the Company was founded, the Statutory Auditors and Group Auditors of Swiss Prime Site have been KPMG Klynveld Peat Marwick Goerdeler AG, Badenerstrasse 172, 8004 Zurich. This company also acts for SPS Immobilien and SPS Immobilien Residenz as independent auditors. KPMG Jersey acts in this function for SPS Finance. The Auditors and the Group Auditors are elected each year by the General Assembly of Shareholders. The Auditor in Chief has been in this function since 1 January The period of office shall end with the 2007 financial year (subject to any re-election of the Auditors and Group Auditors). Fee For the current reporting period an auditor s fee has not yet been invoiced. We expect costs to the amount of approx. CHF 130 thousand for the year as a whole. As yet, no additional fees have been charged. Management contracts Swiss Prime Site has transferred the asset management functions to Credit Suisse Asset Management, Zurich (Real Estate Asset Management department, hereinafter referred to as CSAM ). All the details are regulated in the management contract dated August Basic principle Swiss Prime Site contracts CSAM to implement, monitor and supervise the financial matters of the Company, the administrative and technical administration and the controlling of the properties. CSAM assists, advises, prepares proposals and handles the property transactions within the framework of the investment rules of Swiss Prime Site. Management fee (basic remuneration) % of the total assets (total of all valued consolidated assets, at the beginning of each quarter). Calculation example Share of total assets up to CHF 0.5 billion at 0.35% Next share of total assets up to CHF 1.0 billion at 0.33% Next share of total assets from CHF 1.0 billion at 0.31% Next share of total assets from CHF 2.0 billion at 0.29% Next share of total assets from CHF 4.0 billion at 0.25%

20 CORPORATE GOVERNANCE Construction management (building trustee, owner representation) 1.50% of the total building costs in question (production of buildings, comprehensive renovations and conversions) Purchase and sale commission % of the purchase or sale price (without sale costs) of each property acquired or contributed by Swiss Prime Site Sale and purchase price under CHF 1 million 5.00% Sale and purchase price under CHF 3 million 3.00% Sale and purchase price from CHF 3 million 1.50% The fees to the Asset Manager are set out in the Notes to the consolidated annual accounts. Information policy Frequency Each six months, the Company publishes a News Letter with information about the latest events of the preceding six months. The financial reporting is in the form of six-monthly and annual reports to the International Accounting Standards (IAS) of the International Accounting Standards Board (IASB). Other information media Further information about the Company can be found on the website.

21 20 21 FINANCIAL COMMENTARY

22 FINANCIAL COMMENTARY Major events and developments Swiss Prime Site in the first half of 2002 Solid value in turbulent times In an extremely difficult stock exchange environment, Swiss Prime has proven to be an extremely consistent and successful enterprise. As compared with the same period of the previous year, both the real estate assets and the rent income increased significantly in the first half of The consistent strategy of only acquiring top-class properties at selected sites and of actively managing the properties has once again proven its value and led to a considerably more lively interest on the part of investors in Swiss Prime Site. Net asset value (NAV) rose by 2.89% to CHF in the six months up to 30 June The share price outperformed the comparison index SWX IG Real Estate in the period under review, and also performed substantially better than the troubled SMI. As of 30 June 2002, the share closed at CHF , an increase of 4% over the figure at the end of In a stock exchange environment marked by uncertainties and bitter reverses, Swiss Prime Site again achieved a good operational result. As of 30 June 2002, rent income rose over the same period of the previous year by 57% to CHF 49.2 million. The EBIT margin (before revaluations) amounted to a good 75%, thereby remaining on a high level. At the middle of the year, the real estate portfolio of CHF 1.8 billion was 14.46% above the level as of 30 June Quality before quantity The income failure ratio (excluding Opus, Zug, 1st stage) of a modest 2.57% in the first half of 2002 is a clear indication that the high quality that Swiss Prime Site attaches to properties and tenants pays off. Real estate picking was and is the motor in the current financial year. In Volketswil, through the purchase of the new construction project Under Höh with an investment volume of around CHF 34 million up to completion in spring 2003, we have effected a purchase that rounds off the successful Volkiland shopping centre. The core tenant Coop Bau und Hobby will increase the attractiveness and hence the value of the centre as a whole. Despite numerous opportunities, we refrained from other acquisitions because the properties did not satisfy our quality criteria or were in the centres of Zurich and Geneva, in particular, but were offered at prices that would not have permitted a reasonable return. As of 1 July 2002, i.e. after the balance sheet date, Swiss Prime Site acquired an attractive major property with a value of CHF 51.4 million at Manesseplatz in Zurich, thereby extending the current real estate assets to a good CHF 1.85 billion. This recent acquisition is presented on page 3 of the present Swiss Prime News and is let in entirety to UBS, thereby now making this Swiss bank one of the seven largest tenants of Swiss Prime Site AG. Net return above 5.2% The net return net rent revenue less maintenance costs, income failure, building owner charges (e.g. property taxes, water, caretaker, etc.), as a percentage of the market value at the end of the period under review amounted to 5.23%. This return is all the more remarkable in that the Swiss Prime Site portfolio is extremely homogenous and is composed of properties of a high locality and property quality.

23 FINANCIAL COMMENTARY Swiss Prime Site works with extremely slim structures to keep costs low and hence achieves an above-average EBIT margin (EBIT = earnings before interest, taxes and value changes of the properties). In addition, Swiss Prime Site profits from beneficial borrowing costs thanks to the low portfolio risk and the solid equity ratio of 46%. These costs in the first 6 months of 2002 amounted to only 3.58% (3.69% of the end of 2001) with an average residual term of 3.2 years (3.3 years at the end of 2001). Finally, the rent contracts are indexed and largely long term (64.4% of the rent contracts have a residual term exceeding 6 years). Only 3.6% of all contracts for office and retail premises expire in the next 12 months and in many cases involve an extension option. This means stable and inflation-proof revenue. Caution real estate valuations In accordance with usage, Swiss Prime Site and Wüest & Partner have made cautious revaluations with no effect on cash-flow. As of 30 June 2002, the adjustment to the new market values amounted to a modest CHF +5.1 million net. The increase is composed of the upward revaluation of 11 portfolio properties by CHF 4 million as a result of new rentals and value-increasing investments, and the devaluation of 14 properties by CHF 2.4 million. The value of 12 properties remained unchanged. Completion of the first stage of the «Opus» superstructure in Zug created additional value of CHF 3.5 million, which roughly corresponds with the non activated financing costs. Corporate governance and exemplary transparency Swiss Prime Site having been the first and to date the only real estate company that discloses all the relevant data, including at the level of the individual property, we now also aim to be amongst the best in terms of corporate governance. A major step has already been taken by strengthening of the Board of Directors through the election of Dr. iur. Bernhard Hammer, Dr. oec. publ. Rudolf Huber and Prof. Dr. oec. publ. Hans Peter Wehrli. In addition, we have established an audit committee under the chairmanship of the Vice President Dr. iur. Thomas Wetzel. We have already satisfied the Guidelines concerning information on corporate governance of the SWX Swiss Exchange in the 6-monthly report as of 30 June Glut of commercial properties without consequences for Swiss Prime Site The demand for space has subsided in the light of the difficulties in various business sectors. This means that new rentals have become more difficult and that prices are falling strongly at second-class locations. In the first half of 2002, the total area on offer rose by around 10%, leading to a significant change in investor behaviour. New commitments are no longer entered into without guaranteed tenancies for the proposed premises. In some areas, excess capacities are already affecting the market, and more than half of the proposed construction projects have been postponed or abandoned. However, hardly any excess capacity has been observed at the city locations in Zurich or Geneva that are of importance to Swiss Prime Site.

24 FINANCIAL COMMENTARY Strengths of Swiss Prime Site bear fruit The bursting of the dot-com bubble and the storms on the world s stock exchanges have led to the increasing appreciation of the safe property investment with its comparatively modest but reliable returns. As a result, an investment in real estate through the Swiss Prime Site share has developed satisfactorily, and has brought a welcome stability to troubled portfolios. Swiss Prime Site pursues a conservative investment strategy and operates a cautious borrowed financing policy. It has aroused the interest of investors who only a year ago regarded shares in real estate investment companies as being insufficiently dynamic. In fact, Swiss Prime Site with its strict investment criteria and its uncompromising transparency can only achieve a dynamic performance through strategically correct decisions and operationally consistent action. The investor is assured that Swiss Prime Site is a stable high income and security with a focus on the distribution of profits. In the turbulent stock exchange environment of the last few months, the Swiss Prime Site share held its position excellently as a real value and rose by 4% to CHF in the half-yearly comparison. At the same time, the average trading volume increased noticeably. The fact that the Swiss Prime Site share is also interesting to private investors in Switzerland from a taxation point of view is shown by the first reduction in nominal value of CHF 8.00 per share, paid to shareholders on 29 July We will continue in the future to direct our attention to cash-flow-relevant income and expenditure, since they alone enable us to distribute attractive dividends to our shareholders on a sustained basis or to effect reductions of nominal value with the corresponding fiscal advantages. Qualitative growth Swiss Prime Site is resolutely following the path chosen, pursuing qualitative and primarily organic growth supported by a strong and future-focused capital structure. This allows us to achieve stable revenue for shareholders even in an economically difficult environment and to seize opportunities that become apparent on the market in the interests of our investors.

25 FINANCIAL COMMENTARY Operating income Financial year Financial year in 1,000 CHF Rental income from investment properties 49,227 31,282 Other operating income 326 Total operating income 49,553 31,282 The main business activity of the Swiss Prime Site Group is renting investment properties. The rental income from investment properties amounts to CHF million [CHF million], and includes rental incomes from 1 January 2001 or from the time that the individual properties were acquired. Rent income was achieved in the period under review from a total floor space (excluding projects under construction) of roughly 348,888 m 2 [292,468 m 2 ]. The floor space can be divided into 339,316 m 2 [282,945 m 2 ] commercial space and 9,572 m 2 [9,523 m 2 ] residential space. Income failure (vacancy and collection losses) in the period under review amounted to CHF million [CHF 600 thousand], an income failure rate of 3.33% [1.92%]. The income failures are entered via direct operating expenditure. Details can be found in Note 4 and in the property details on pages 64/66. Total operating expenditure Financial year Financial year in 1,000 CHF Direct operating expenditure 7,017 3,918 Revaluation of investment properties (upward), net (5,114) (18,744) Personnel costs Other operating expenditure 5,147 2,415 Depreciation on non-real-estate fixed assets 4 5 Start-up costs Total operating expenditure 7,135 (12,297)

26 FINANCIAL COMMENTARY Direct operating expenditure The direct rental costs include maintenance and repairs, ancillary costs charged to the owner, insurance charges and premiums, ground rent and costs for thirdparty services, such as management fees and valuation costs, etc. Mortgage and loan interest payments are reported entirely under financial profits. Revaluation of properties According to International Accounting Standard 40 on investment properties, real estate is to be valued at market values. Deferred taxes on revaluations are to be accrued at the applicable maximum rates plus any speculation surcharges levied on short-term sales. However, Swiss Prime Site bases calculations on a length of ownership of at least 2 years, i.e. speculation surcharges for the first 2 years are not taken into consideration. For the report as of 30 June, this resulted in a tax charge of CHF million [CHF million]. The deferred tax obligations accumulated to date amounted as of 30 June to CHF million [CHF million]. Personnel costs At present, the Swiss Prime Site Group has no personnel of its own. The costs relate to Board of Directors fees which are subject to AHV contributions, including the resulting social security contributions as well as expenditure on the loan of personnel from Credit Suisse Asset Management. Credit Suisse Asset Management has been mandated to manage the Swiss Prime Site portfolio. The corresponding expenditure is included in management costs under other operating expenditure. Other operating expenditure Operating expenditure covers room costs, maintenance and repair costs for non-real-estate fixed assets, non-life insurance and fees, management and IT costs, as well as advertising expenditure. Capital tax is also charged to operating expenditure. The aim is to relate the taxes on earnings reported to the income statement directly to the business results, which is why mixing capital taxes and taxes on earnings should be avoided. Depreciation This item relates to depreciation on non-real-estate fixed assets of CHF 4 thousand [CHF 5 thousand]. Organisation costs No organisational costs were incurred in the interim report period, nor in the comparison period of the previous year.

27 FINANCIAL COMMENTARY Financial income and expenditure The net financial expenditure of CHF million [CHF million] results mainly from mortgage and loan interest payments less the income from short-term investments of liquid assets until used for investment projects. Current tax Tax on earnings is calculated at the effective maximum tax rate. This takes agreements with the relevant tax authorities into consideration. Deferred tax on earnings In accordance with IAS 12, deferred tax on earnings can be reported as both deferred tax assets and deferred tax liabilities. Losses carried forward and tax credits can be entered as deferred tax assets if it is probable that future profits can be offset within the statutory time periods. Deferred tax liabilities are calculated as the difference between the book value of an asset or liability for the purposes of consolidation and its value for the purposes of the commercial or tax balance sheet. In principle, deferred taxes on all temporary differences are to be accrued at the full current or future expected rate (balance sheet liability method). Investments in investment properties and projects In the period under review, 1 January to 30 June 2002, investments were made in investment properties and projects to the amount of CHF million [CHF million] and CHF million [CHF million].

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29 28 29 VALUATION EXPERT S REPORT

30 VALUATION EXPERT S REPORT Valuation expert s report by Wüest & Partner AG, Zurich The properties in the Swiss Prime Site AG portfolio are valued by Wüest & Partner half-yearly at their current market value. The present valuation is as of 30 June Wüest & Partner value the properties according to the principle of a fair value, i.e., the established market value is defined as the selling price most likely to be obtained on the free market under fair conditions at the time of the valuation between well-informed parties (IAS 40). Extremely high and extremely low positions are thus eliminated. Construction projects or properties in the development stage are valued at cost, i.e., the investment costs to date are identified (IAS 16). The valuation guarantees a high degree of transparency, uniformity, relevance and completeness. The applicable statutory provisions and the specific national and international standards have been satisfied (SWX Regulations for listed real estate companies, etc.). In order to ensure the independence of the valuations and thus to guarantee a maximum of objectivity, the business activity of Wüest & Partner excludes both trading and the associated commission business, and the management of real estate. The valuation is based on the most recent information available concerning the properties and the property market. The data and documents on properties are provided by the owner. These documents are assumed to be correct. All property market data comes from the continuously updated data bases held by Wüest & Partner (Immo- Monitoring 2002). In general, Wüest & Partner values investment properties according to the discounted cash flow method. This corresponds to international standards and is also used in business valuations. It is recognised within the framework of the freedom of choice of basic method to be a best practice. Using the DCF method, the current market value of a property is established according to the sum of all net earnings (before taxes, interest payments, depreciation and amortisation = EBITDA) expected in the future and discounted to the present. The net earnings (EBITDA) per property are individually discounted in the light of the relevant prospects and risks and depending on the market and an adjustment for risks. A detailed financial report per property reports all expected cash flows, thus creating the greatest degree of transparency possible. The report refers to the major changes as against the last valuation. In the period under review from 1 January to 30 June 2002, the portfolio remained largely stable, with one property acquisition and no property sales. No transactions with affiliated companies were carried out in the period under review. As a result the Swiss Prime Site AG portfolio as of 30 June 2002 comprised a total of 41 properties, one more than as of 31 December The new acquisition is the Under Höh project in Volketswil. This property was acquired by private sale at the current market price. No business transactions with affiliated companies were effected. The Opus I project in Zug was completed; the property is therefore for the first time valued no longer at cost but instead at market value; this results in a valuation profit.

31 VALUATION EXPERT S REPORT Of the existing properties, 11 have been valued more highly than as of 31 December properties have remained unchanged, and 11 have been valued at less. The increases are due inter alia to increased rent income, reduced operating costs and the completion of maintenance measures, renovation work and minor conversions. The reductions in value are primarily in connection with changes in vacancy rates and an increase or a higher assessment of operating costs. As of 30 June 2002, the market value of the portfolio as a whole (SPS Immobilien AG and SPS Immobilien Residenz AG, a total of 41 properties) was estimated at CHF 1, million. As a result, the market value as compared with 31 December 2001 increased by 4.01% or CHF million. The increased value is composed of the acquisition of the Under Höh property (CHF million including investments made since acquisition), investments in new construction (CHF million), first valuation profits for Opus I (CHF million) and increases in the value of the existing properties (CHF million). The value increase for the existing properties corresponds to an added value of 0.15%. Zurich, 15 June 2002 Wüest & Partner AG Daniel Tochtermann Andreas Ammann

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33 32 33 CONSOLIDATED INTERIM REPORT

34 CONSOLIDATED INTERIM REPORT Consolidated income statement Financial year Financial year in 1,000 CHF Notes Rental income from investment properties 3 49,227 31,282 Other operating income Total income 49,553 31,282 Direct operating expenditure 4 7,017 3,918 Revaluation of investment properties (upward), net 5/19 (5,114) (18,744) Personnel costs Other operating expenditure 7 5,147 2,415 Depreciation of non-real-estate assets Start-up costs 9 Total operating expenditure 7,135 (12,297) Operating profit (EBIT) 42,418 43,579 Financial expenditure 10 16,357 7,631 Financial income Profit before tax on earnings 26,073 36,256 Current tax on earnings Deferred tax on earnings 11 2,705 7,753 Profit for period under review 23,300 28,312 Earnings per share for the period under review The notes are an integral component of the consolidated interim report.

35 CONSOLIDATED INTERIM REPORT Consolidated balance sheet in 1,000 CHF Notes Assets Current assets Cash and other liquid assets 13 52,798 3,565 Receivables from deliveries and services 14 10,807 4,457 Other receivables Accrued income and prepaid expenses 16 2,372 1,557 Total working capital 66,190 9,845 Fixed assets Long-term financial assets Non-real-estate fixed assets Investment properties 19 1,799,913 1,730,476 Total fixed assets 1,800,646 1,731,413 Total assets 1,866,836 1,741,258 Liabilities Short-term liabilities Accounts payable Other short-term liabilities Advance payments 20 9,750 8,010 Accrued expenses and deferred income 20 11,103 19,167 Total short-term liabilities 21,717 28,135 Long-term liabilities Long-term financial liabilities , ,000 Deferred tax liabilities 22 31,944 29,238 Total long-term liabilities 984, ,238 Total debt capital 1,006, ,374 Shareholders capital Equity capital , ,131 Capital reserves , ,889 Profit reserves ,164 86,864 Total shareholders equity 860, ,884 Total liabilities 1,866,836 1,741,258 The notes are an integral component of the consolidated interim report.

36 CONSOLIDATED INTERIM REPORT Consolidated cash flow statement Financial year Financial year in 1,000 CHF Notes Profit for period under review 23,300 28,312 Adjustments for: Revaluation of investment properties (upward), net 5/19 (5,114) (18,744) Depreciation on non-real-estate fixed assets 8/ Financial expenditure 10 16,357 7,631 Financial income 10 (12) (308) Changes in working capital: Increase in receivables from deliveries and services 14 (6,350) (1,293) Increase/decrease in other receivables (14,328) Increase in accrued income and prepaid expenses 16 (815) (2,367) Decrease/increase in liabilities from deliveries and services 20 (137) 184 Increase in other short-term liabilities and advance payments 20 1,782 1,795 Increase in accrued expenses and deferred income 20 (6,133) (3,159) Increase in deferred tax liabilities 11/22 2,705 7,753 Less interest liabilities at the end of the period under review (18,288) (5,746) Interest payments received Payments of tax on earnings Net inflow of funds from operational activity 7, Investments in investment properties 19 (64,323) (762,556) Investments in non-real-estate fixed assets 18 Investments/desinvestments in long-term financial investments Income from the sale of financial investments Dividend payments received Net outflow of funds from investment activity (64,123) (762,556) Acceptance of short-term financial liabilities Repayment/acceptance of long-term financial liabilities , ,000 Capital increase including premium, minus IPO costs Purchase/sale of own shares 23 5,992 (896) Payment of profit distributions Net inflow of funds from financing activity 105, ,104 Net increase/decrease of cash and other liquid assets 49,233 (50,374) Liquid funds at start of the period under review 13 3,565 53,428 Cash and other liquid assets at the end of the period under review 13 52,798 3,054 The notes are an integral component of the consolidated interim report.

37 CONSOLIDATED INTERIM REPORT Notes to the consolidated cash flow statement Financial year Financial year in 1,000 CHF Notes Interest receivable at the beginning of the period under review 52 Interest income in the period under review Less interest receivable at the end of the period under review (17) Interest payments received Total accrued income and prepaid expenses at the end of the period under review 16 1, Less interest receivable at the beginning of the period under review (52) Subtotal 1, Total accrued income and prepaid expenses at the end of the period under review 16 2,372 3,269 Less interest receivable at the end of the period under review (17) Subtotal 2,372 3,252 Increase in accrued income and prepaid expenses 815 2,367 Interest obligations at the start of the period under review 2,675 Interest expenditure during the period under review 10 16,357 7,631 Less interest liabilities at the end of the period under review 10/20 (744) (1,885) Interest payments made 18,288 5,746 Total accrued expenses and deferred income at the beginning of the period under review 20 19,167 6,869 Less interest liabilities at the beginning of the period under review (2,675) Subtotal 16,492 6,869 Total accrued expenses and deferred income at the end of the period under review 20 11,103 5,595 Less interest liabilities at the end of the period under review 10/20 (744) (1,885) Subtotal 10,359 3,710 Decrease in accrued expenses and deferred income (6,133) (3,159) The notes are an integral component of the consolidated interim report.

38 CONSOLIDATED INTERIM REPORT Consolidated equity statement Capital Equity reserves Profit Total in 1,000 CHF Notes capital (premium) reserves equity capital As at 1 January , ,923 28, ,950 Distributed profits Profits for the period 28,312 28,312 Purchase of own shares (697) (199) (896) As at 30 June , ,724 56, ,367 Distributed profits Profits for the period 30,038 30,038 Purchase of own shares (3,686) (835) (4,521) As at 31 December , ,889 86, ,884 Distributed profits 23 Profits for the period 23,300 23,300 Purchase of own shares 23 4,828 1,164 5,992 As at 30 June , , , ,175 The notes are an integral component of the consolidated interim report.

39 38 39 NOTES TO THE CONSOLIDATED INTERIM REPORT

40 NOTES TO THE CONSOLIDATED INTERIM REPORT 1 Business activity 1.1 Objects The objects of Swiss Prime Site AG are exclusively the acquisition, holding, management and disposal of investments in other companies. SPS Immobilien AG and SPS Immobilien Residenz AG have as their objects the development, acquisition, holding, management and disposal of business property located in Switzerland with little or no residential space. SPS Finance Ltd. has been founded for providing funds within the group. 1.2 Business strategy Swiss Prime Site offers Swiss and foreign investors the opportunity to participate in a professionally managed Swiss property portfolio established according to strict criteria. Swiss Prime Site focuses on the Swiss real estate market by means of a clearly communicated strategy. Swiss Prime Site invests in Swiss properties at selected sites and gives its shareholders the opportunity to participate in the potential for value growth of an enterprise managed by experienced real estate specialists. In operational terms, Swiss Prime Site works together with acclaimed trade partners. 1.3 Investment strategy The investment rules regulate the company s investment strategy. When selecting investments, the company primarily concentrates on business properties with good prospects of development in the larger business locations in Switzerland. The company does not invest in tourism buildings, factory properties or properties financed within the framework of the Residential Property Promotion Act. nor does the company invest in purely residential properties. For the purpose of optimising the revenue, the aim is to achieve 50% borrowed financing for real estate investments, with a maximum of 60% borrowed financing permissible as based on the total property stock. Land can be pledged to secure corresponding loans. 1.4 The business activity The company s business activities are primarily carried out via the subsidiaries. As a real estate investment company, the company aims to minimise the staff level. In accordance with the principle of lean management, the company has transferred the management, property administration and certain other services to Credit Suisse Asset Management. As at 30 June 2002, the company had no staff of its own.