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ANNUAL REPORT 2006 L REPORT 2006

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ANNUAL REPORT 2006
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Page 1: ANNUAL REPORT 2006 L REPORT 2006

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5 P R O F I L E

5 S T R AT E G Y

7 K E Y F I G U R E S

10 S U P E RV I S O R Y B O A R D A N D M A N AG E M E N T

13 R E P O R T O F T H E S U P E RV I S O R Y B O A R D

M A N AG E M E N T R E P O R T 14 Real estate strategy and development

19 Results of operations and financial position

21 Risk management

22 Legal actions

22 Outlook

25 Personnel and organization

C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S 26 Accounting principles for consolidation, valuation and determination of results

29 Consolidated balance sheet as of December 31, 2006

30 Consolidated profit and loss account

31 Consolidated cash flow statement

32 Notes on the consolidated balance sheet

42 Notes on the consolidated profit and loss account

C O M PA N Y F I N A N C I A L S TAT E M E N T S 47 Company balance sheet as of December 31, 2006

47 Company profit and loss account

48 Notes on the company balance sheet

55 G R O U P C O M PA N I E S A N D PA R T I C I PAT I N G I N T E R E S T S

60 O T H E R I N F O R M AT I O N

64 C O N TAC T I N F O R M AT I O N / C O L O P H O N

TA B L E O F CO N T E N T S

This English copy of the original Annual Report 2006 is published for the convenience of English speaking readers. In cases of differences in interpretation, only the Dutch copy of the Annual Report is valid. All measures are based on the metric system: 1 square meter (m2) = 10,764 square feet.

F I N A N C E T O W E R I N B R U S S E L S , B E L G I U M

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PROF I LE

The real estate company Breevast B.V. was founded in

1963. It develops, builds, and manages commercial and

residential properties in Western and Central Europe and in

North America. Breevast seeks to spread risk by distributing

its portfolio across various sectors and countries. The

company is established in Amsterdam, The Netherlands.

S T R AT E GY

Breevast seeks to expand and improve the quality of its

real estate portfolio. It does so both by acquiring individual

properties and by acquiring, with or without partners,

existing real estate portfolios. In joint ventures, Breevast

usually takes responsibility for asset management. Breevast

also maintains a revolving portfolio of real estate to

stimulate the company’s dynamics and improve returns.

Breevast develops commercial and residential

properties for its own portfolio to:

• achieve higher initial returns;

• keep its real estate portfolio relatively

young and maintain good quality;

• maintain the company’s market expertise.

Breevast limits project development risk with

substantial pre-construction leasing and by

maintaining strict budgetary discipline.

Breevast has held a 51% interest in a US project

development and asset management organization since

1996 through its Breevast U.S., Inc. subsidiary. Its focus

here is on the creation of additional value through

the redevelopment of properties. These projects enjoy

a relatively short turnaround (two to five years).

In addition to its solid positions in core Dutch, Belgian,

and US markets, the company is alert for opportunities

in other areas. The focus here is on economically strong

and/or rapidly growing countries that are politically stable.

To benefit both cost efficiency and the retention of

in-house expertise, Breevast’s goal is to keep the

administrative, commercial and technical support

for its portfolio largely within its own organization.

The company is able to respond quickly to market

developments because it maintains close contact both

with its tenants and the larger real estate market.

Breevast actively monitors and manages the risks inherent

to real estate investment and development. Its risk

management includes strategic, operational, financial, and

reporting risks, as well as compliance. Risk management

also includes the assessment and any needed re-direction

of internal business processes and procedures.

Corporate Governance

Although Breevast, as an unlisted company, is not bound

to the rules and regulations for listed companies, it does

follow the developments in this field. Breevast’s policy in

this respect is that rules and standards for listed companies

that aim to strengthen management and accountability

will be complied with if they are of practical significance

for Breevast, after making any changes on account of the

company’s specific character and other circumstances.

PR O F I L E / ST R A T E G Y

O F F I C E B U I L D I N G S T A D H O U D E R S K A D E 8 4 I N A M S T E R D A M , T H E N E T H E R L A N D S

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I N V E S T M E N T S 31-12-2006 31-12-2005 31-12-2004 31-12-2003

Real estate under management

Consolidated companies 1’031,500 846,729 668,133 723,397

Our share in subsidiaries 524,282 32,984 173,511 180,869

1’555,782 879,713 841,644 904,266

Rental income

Consolidated companies 57,836 46,847 52,357 52,748

Our share in subsidiaries 9,576 1,654 17,322 17,483

67,412 48,501 69,679 70,231

Real estate under development

Consolidated companies 74,960 73,994 115,298 26,272

Our share in subsidiaries 166,381 162,263 , - 20,624

241,341 236,257 115,298 46,896

R E SU LTS

Income from investments 54,615 38,696 50,704 51,906

Realized changes in value of investments 2,266 6,934 ,383 4,978

Unrealized changes in value of investments 123,302 36,390 27,352 12,341

Other operating income 23,394 8,264 4,684 8,029

Operating expenses (56,003) (33,050) (35,292) (44,555)

Results before corporate income tax 147,574 57,234 47,831 32,699

Corporate income tax (19,096) (6,610) (21,560) (5,114)

Results after corporate income tax 128,478 50,624 26,271 27,585

LONG -T ER M F I NA NC I NG

Capital stock 85,827 85,827 85,827 85,827

Reserves 448,021 289,737 229,166 203,705

Shareholders' equity 533,848 375,564 314,993 289,532

Minority interests 12,355 7,172 3,156 1,547

Group equity 546,203 382,736 318,149 291,079

Accruals 53,728 35,984 31,823 15,379

Long-term debts 799,943 517,769 432,576 420,274

Total long-term financing 1’399,874 936,489 782,548 726,732

R AT IO S

Solvency (shareholders’ equity*: total liabilities in %) ,041 ,042 ,041 ,037

Solvency (shareholders’ equity**: total liabilities in %) ,037 ,039 ,037 ,035

* Group equity in accordance with the balance sheet, including accruals.

** Group equity in accordance with the balance sheet, excluding accruals.

(x EUR 1,000)

KE Y FI G U R E S

O F F I C E B U I L D I N G S T A D H O U D E R S K A D E 1 I N A M S T E R D A M , T H E N E T H E R L A N D S

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T H E S H O P S A T T A N F O R A N ,

S A N F R A N C I S C O ,

U N I T E D S T A T E S

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SU PERV I SORY BOA R D

W. Brounts (70)

Chairman of the Supervisory Board since 1999,

reelected 2003. Mr. Brounts was Director for General

Risk Management for ABN Amro Bank N.V. until 1998.

R.W. Blickman (53)

Member of the Supervisory Board since April 27, 2006.

Mr. Blickman is President and CEO of BE Semiconductor

Industries N.V. (Besi) and Managing Director of Fico B.V.

He previously held various positions with ASM Europe B.V.

S.R. Schuit (64)

Member of the Supervisory Board since December 1, 2006.

Mr. Schuit is an attorney with Allen & Overy, where he has

been a Partner since 2005. He has held other board and

management positions and is Professor of International

Business Law at Utrecht University’s School of Law.

E.A. de Mol van Otterloo, member of the Supervisory

Board since 1999, retired on February 1, 2006.

Th.F.A. Uffing, member of the Supervisory Board

since 2000, retired on December 6, 2006.

M A NAGE M E N T

A.J.M. Beekman (50)

Chairman of the Board of Breevast B.V. Mr. Beekman has

been with Breevast B.V. since September 1, 2006 and comes

to Breevast B.V. from Koninklijke Volker Wessels Stevin N.V.,

where he was a member of the Board of Directors. Prior to

that, mr. Beekman was a Director with AM (Amstelland N.V.

respectively Multi Development Corporation N.V.).

H.G. Brouwer (45)

Director of Breevast B.V. Mr. Brouwer has been with

Breevast B.V. since 1993.

W.A.J. Vermeij (40)

Director of Breevast B.V. Mr. Vermeij joined Breevast B.V.

on October 1, 2005.

SU P E R V I S O R Y B O A R D A N D M A N A G E M E N T

I N T E R I O R O F O F F I C E B U I L D I N G

S C H I E K A D E I N R O T T E R D A M ,

T H E N E T H E R L A N D S

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TO T H E GE N ER A L M E E T I NG OF SH A R E HOL DER S :

We herewith submit the Breevast B.V. Annual Report

for 2006 as prepared by Management, which includes

the Management report, the Financial statements,

and Other information.

Ernst & Young Accountants audited the financial statements

and has issued an unqualified opinion. At its annual meeting

with the accountant, the Supervisory Board reviewed

and discussed Ernst & Young Accountants findings from

its audit. We propose that the shareholders approve the

financial statements as recommended by Management.

Approval of the financial statements by the shareholders will

mean allocating the result from 2006 to the other reserves.

The Supervisory Board met frequently throughout the

year under review. In these meetings attention was paid

to regularly recurring issues such as transactions and

development projects, the strategy, the development of

results and equity, the developments in the rental and

investment markets. The investment and divestment

policy, the financing, foreign exchange and dividend

policy, tax matters, financial accounting, the organizational

structure, risk management, Management and HR

and the accounting policies were also discussed.

Coinciding with the sale of his interest in Breevast B.V.,

mr. E.A. de Mol van Otterloo retired from the Supervisory

Board on February 1, 2006. Mr. Blickman joined the

Supervisory Board on April 27, 2006. This filled the

vacancy created on February 1, 2006. Mr. Schuit joined

the Supervisory Board on December 1, 2006. Mr. Uffing

retired from the Supervisory Board on December 6, 2006.

We thank mr. de Mol van Otterloo and mr. Uffing for

their years of service to the company.

The General Meeting of Shareholders appointed

mr. Beekman Director under the company’s Articles of

Association, effective September 1, 2006. mr. Beekman

holds the position of Chairman of the Board of Breevast B.V.

Finally, we wish to express our appreciation to all who

contributed to the company’s positive development

throughout this fiscal year.

Amsterdam, March 19, 2007

Supervisory Board

W. Brounts, Chairman

R.W. Blickman

S.R. Schuit

R E P O R T O F T H E S U P E R V I S O R Y B O A R D

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In accordance with Section 26 of the Articles of Association,

we herewith present the Annual Report for 2006, the

company’s forty-third year of business.

R E A L E S TAT E S T R AT E GY A N D DEV E LOPM E N T

Strategy and core business

The company’s real estate business in the core markets

of the Netherlands, Belgium and North America comprise

three strategic segments:

1. Development of real estate portfolio,

while improving its quality.

Besides acquiring portfolios of properties to which

value can be added, Breevast B.V. also purchases

optimized premises. In this way, an attempt is made

to enlarge and rejuvenate the real estate

management portfolio. The general quality of

a property, including the location, the rental income

and the quality of the debtor, is sharply monitored.

2. Maintenance of revolving real estate portfolio

to foster the dynamics of the company and the

improvement of the return.

Breevast B.V. is interested in the acquisition of large

portfolios of real estate funds (generally listed), either

with or without partners. On account of the large

transaction volumes, such portfolios can be purchased

for a reasonable price. The aim is to retain some of

the properties for a short period and then to sell

them and to upgrade and redevelop the rest.

3. Development of commercial real estate

primarily for the company’s own portfolio.

Higher initial returns are created by developing real estate

projects under the company’s own direction. This is

possible because Breevast B.V. employs a very stringent

budget discipline and limits risks by ensuring that a

substantial portion is rented before construction begins.

Furthermore, by also operating in the development field,

market-relevant expertise is retained within the company.

After completion, such new and easily marketable real estate

is generally added to the real estate management portfolio.

Besides the above-mentioned activities in the core markets,

Breevast B.V. is on the lookout for opportunities in new

fields of operation. The focus here is on economically

strong and/or rapidly growing, politically stable countries,

where cooperation with local partners is sought. During the

year under review, Breevast used this approach to expand

into investments in Bratislava, the capital of Slovakia.

General

Breevast purchased EUR 73.1 million in real estate

during the year under review. The real estate sales

had a total value of EUR 138.5 million. Based on the

theoretical annual rents, the gross rental rate of return

of Breevast B.V.’s real estate management portfolio

(after revaluation) amounted to 7.6% (2005: 8.6%)

with an occupancy rate of 88.6% (2005: 90.7%).

Breevast’s real estate management portfolio (including

the share in non-consolidated subsidiaries) amounts to

EUR 1,555.8 million at the end of the year under review

(2005: EUR 879.7 million). The development portfolio

amounted to EUR 241.3 million (2005: EUR 236.2 million).

The total value of the real estate portfolio (including the

share in subsidiaries) amounts to EUR 1,797.1 million

(2005: EUR 1,115.9 million) on the basis of fair value.

The Breevast B.V. real estate portfolio is valued on

average at 13.09 (2005: 11.62) times the net rental rate

of return. The valuation is based on fair values; to verify

this, the entire consolidated Dutch portfolio was valued

externally in 2006. Valuations have also taken place abroad

within the scope of planned sales and/or refinancing.

The EUR 400 million interest rate swap with a maturity

of ten years and commencing on January 1, 2008 was

sold in the year under review.

MA N A G E M E N T R E P O R T

Real estate strategy and development

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The stock in a number of real estate companies was

purchased through an addition of EUR 37.6 million

to the paid-in capital by shareholder Cenocorp B.V.,

effective February 1, 2006. This made Breevast the

indirect owner of the Carlton Hotel and adjacent

offices, shops, and parking garages in Bratislava,

Slovakia, as well as a few office and commercial

buildings at the airport there. The company also

acquired stock in Engetrim N.V., a residential real

estate fund located in Antwerp, Belgium. Finally,

the company acquired an additional 25% investment

through this share premium payment in the Brussels

Government Administrative Center.

Netherlands

The expansion of the real estate portfolio in the year

under review is largely due to the acquisition of two

extensive portfolios through joint ventures.

In March 2006, Breevast and its partners acquired

the VHS Onroerend Goed Maatschappij N.V. fund.

This added a real estate portfolio of 83 properties in

the Netherlands, including office buildings, shops,

industrial and residential real estate, worth some

EUR 500 million. The asset management organization

created by this real estate investment fund has an active

portfolio management policy aimed at optimization.

Agreement was reached in late October 2006 with

MPC Münchmeyer Petersen Capital AG on the acquisition

of a major real estate portfolio. The 27 MPC funds held

a total of 99 office properties in the Netherlands, with a

total f loor area of more than 530,000 m². This portfolio

of properties was transferred in December of the year

under review to a joint venture that includes Breevast

and the American International Group, Inc. (AIG) in

a transaction worth approximately EUR 1,000 million.

In addition to these two transactions, there were a few

smaller acquisitions valued at some EUR 25 million,

including two office properties in Amsterdam and

Utrecht acquired from an institutional investor.

On the sales side, at the end of January 2006 the title

to a historical office property located in the center of

Amsterdam was transferred to a German institutional fund.

Title to the Apollo office property in Diemen, already sold

in late 2005, was transferred in April of the reporting

year. The divestiture of smaller managed properties

located in peripheral locations in the Netherlands begun

in 2005 was continued in 2006. Industrial buildings

in Son en Breugel, Leiden and Aalsmeer were sold

and their title transferred to local owner-occupants.

The Meerzicht shopping center and related office space

in Zoetermeer, largely renovated in 2005, was officially

opened in the spring of this reporting year. A portion

of the offices also located in Zoetermeer belonging

to the former, 14 hectare, IBM campus was rented.

This was a 15,500 m² office building. A joint venture

agreement was signed in April 2006 with the municipality

to develop the property. Its current use as office space

has been converted to some 250,000 m² of mixed use,

including residential, office, and urban functions.

The redevelopment of the Nieuwe Kerk Wonen complex

on Amsterdam’s Nieuwendijk was completed in this

reporting year. All 16 apartments, located only a stone’s

throw away from the capital city’s Dam Square, have

already been rented.

Construction of apartments near Meppel in Drenthe province

was finished in 2006. Nearly all the apartments have been

sold. This almost completes this residential development.

The historical Stadhouderskade 1 property in Amsterdam,

acquired in 2005, was renovated in 2006 into a high-value

office building that retains its original Art Nouveau

character. The tenant has since occupied the property

under a long-term lease.

Real estate strategy and development

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NIBC Bank refinanced Breevast B.V.’s real estate portfolio

in December 2006. The principal of the refinancing was

EUR 546.5 million; at the end of this reporting year,

EUR 481 million of this facility had been taken up.

The mid-term interest rate risk was hedged

during the fiscal year through an interest rate swap

under the refinancing; the 10-year swap was effective

as of December 28, 2006. The swap has a principal of

EUR 546.5 million and converts the variable three-month

Euribor rate into a fixed rate of 4.04%. Another 3-year

EUR 22 million interest rate swap converted the variable

three-month Euribor rate into a fixed rate of 4.01%

This swap was effective on December 19, 2006.

Belgium

The 200,000 m² of demolition and renovation

work on the Brussels Finance Tower (Financietoren)

begun in 2005 continued in this reporting year.

In 2006, asbestos remediation was completed,

the facade of the building was stripped off and

the elevator shafts removed. Work on the Financial

Tower’s new facade was begun, giving it an entirely

new and modern look. Renovation is proceeding

according to plan for completion in the first half

of 2008. The Finance Tower is leased to the

Belgian Federal Government, with space for

some 4,600 civil servants. The term of the

lease after completion will be 27 years.

Moving to the Government Administrative Center (RAC),

a joint project of Breevast, Dexia Bank and Immobel,

a building permit application was submitted in the year

under review for the renovation of some 60,000 m²

of the Center. Preparation for the renovations began in

February 2007 with the removal of asbestos from this

portion of the RAC. A master plan provides for new

construction of office space, apartments, and possibly

a hotel. The total plan volume, including renovation,

redevelopment and expansion, will be some 250,000 m².

The real estate portfolio acquired from Engetrim on

February 1 of this reporting year includes primarily

residential properties in Antwerp. There are more than

70 houses, 45 apartments and studios, 35 garages, and

10 offices located primarily in Antwerp’s Zurenborg district.

Zurenborg stands out on account of its extensive rows of

imposing residences in an eclectic and Art Nouveau style

dating from the late 19th and early 20th centuries.

The site development begun in 2005 on the grounds of the

former Parein factory in Beveren was largely completed in

2006. Local infrastructure has been developed, the land

has been partitioned and 70% of the lots sold to small

and mid-size businesses that are developing industrial

sites. The last lots are expected to be sold in 2007.

The classic properties acquired on Brussels Louizalaan in

2006 have been further improved. After their renovation

and lease in 2005, part of the complex has been sold

to an Irish investor. The final property in this project is

an urban mansion, complete with interior courtyard and

stables, of approximately 3,000 m². This property

is expected to be sold in 2007, concluding the project.

Finally, the stylish former BP headquarters building

on the Antwerp ring road, designed by architect Leon

Stynen, was sold and its title transferred. At the moment,

the last work is being completed on the reconstruction

of the 11th and top floor, which Breevast Belgium will

occupy. Agreement was reached in January 2007 for the

sale of the present Breevast Belgium offices on Brussels’

Congresstraat. Completion is planned for later in 2007.

United States

In the United States Breevast is focused on creating

added value through redeveloping properties in its own

portfolio. These projects have a two to five year cycle.

Breevast holds a 51% interest in a project development

and asset management organization through its

subsidiary, Breevast U.S., Inc.

M A N A G E M E N T R E P O R T

Real estate strategy and development

O F F I C E S O F E N G E T R I M ,

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Following the October 2005 opening of The Shops at

Tanforan in San Bruno, a suburb of San Francisco, this

shopping center redeveloped by Breevast has reached an

occupancy rate of nearly 96%. There are more than 100

shops and kiosks, restaurants and cafes in this 100,000 m²

mall. Work has begun in the meantime on the mall’s movie

theater that will offer 20 screens with 4,500 seats, as well

as a 3,000 m² fitness center. Completion is expected for

early 2008. At the moment, building a hotel on land

belonging to the project is under consideration.

The project financing for The Shops at Tanforan was paid

off in February 2007 by refinancing the shopping mall

through Eurohypo. The loan principal was USD 140 million.

In 2004, Breevast acquired two office properties on

Brennan Street and Townsend Street in San Francisco’s

trendy South of Market district. These warehouse style

offices built in the early 20th century, and recently

renovated, offer immediate additional development

opportunities. A permit has been obtained to develop

4,500 m² of office and/or residential use on the parking

lot property nearby the offices. This opportunity will

be studied further in 2007.

In 2005, the corporation reached agreement with

Walmart for the sale of land in Redlands, not far from

Los Angeles. Title to the land was transferred in April

of this reporting year.

Slovakia

Breevast acquired the classic Carlton Hotel in Bratislava

on February 1 of the year under review. This hotel has

168 rooms and 12,400 m² of office and shops as well

as a parking garage with 467 parking places. Two adjoining

properties were purchased in 2006 with a view to expand

the hotel by 90 rooms, a project expected to begin in

2007. In addition to the Carlton Hotel, Breevast owns

some 30,000 m² of commercial buildings and offices

at the Bratislava airport.

Curaçao

A larger number of lots in the Zuurzak Plan were

sold in the year under review than in the preceding

years. Work has now started on the infrastructure for

the project’s second phase. This change tracks the

continuing improvement in the island’s economy.

Real estate strategy and development

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Geographic distribution of portfolio

(including non-consolidated subsidiaries)

as of December 31 2006 on the basis of fair values

Netherlands 69,1%

Belgium 17,3%

United States 9.2%

Slovakia 4.3%

Netherlands Antilles 0.1%

Distribution of stores/offices/industrial buildings

(including non-consolidated subsidiaries)

as of December 31, 2006

Based on gross annual rent

Offices 57.0%

Industrial 13.8%

Stores 21.0%

Other 8.2%

Based on fair values

Offices 58.0%

Industrial 11.3%

Stores 21.9%

Other 8.8%

Based on rentable floor area

Offices 44.7%

Industrial 30.1%

Stores 19.6%

Other 5.7%

R E SU LTS OF OPER AT IONS A N D F I NA NC I A L P O SI T ION

Income from investments increased in 2006. This was

due in part to the properties acquired in the year under

review from which rent was collected. On the other hand,

after opening in October 2005, The Shops at Tanforan

shopping mall contributed to earnings for all of 2006.

As at the balance sheet date, the vacancy rate was 11.4%

(2005: 9.3%) of the theoretical annual rents. This slight

rise is due to the acquisition of a number of properties that

did not yet yet generate any rent in the year under review.

The results of the subsidiaries increased to

EUR 6.4 million. This year-on-year growth was almost

entirely due to VHS Onroerend Goed Maatschappij N.V.

Just as in 2005, the investments in Financietoren N.V.

and RAC Investment Corp. N.V. produced lower rental

income due to the ongoing renovation of these

office properties.

The income before taxation increased by nearly

158% to over EUR 147.5 million. The adjustment

from unrealized to realized changes in the value

of investments amounted to EUR 13.6 million.

2006 results after tax earnings also were up sharply

over 2005 as a consequence of the relatively low

tax burden of approximately EUR 19.1 million.

The exchange rate loss of EUR 7.3 million was charged

directly to shareholders’ equity. Including the result and

after incorporation of the currency translation result,

the shareholders’ equity on December 31, 2006 amounts

to EUR 533.8 million (2005: EUR 375.6 million). As a

result, solvency dropped slightly to 41% (2005: 42%).

Real estate strategy and development / Results of operations and financial position

M A N A G E M E N T R E P O R TB

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R I SK M A NAGE M E N T

Breevast pursues an active policy with respect to the

monitoring and management of the risks that are

inherent in the investment in, and the development of

real estate. The risk management focuses on strategic,

operational, financial as well as compliance risks and

also includes the provision of adequate reports and

subsequently the continuous evaluation and, where

necessary, adjustment of the internal business processes

and procedures. The objective here is always to achieve

a proper balance between the identified risks on the

one hand and the expected returns on the other.

The level of the strategic risks is to a great extent

determined by the strategic choices with respect to

the investment policy. This concerns the question in

which countries Breevast wants to invest at a particular

moment and for which amount in a particular type of

real estate. Since the economic and real estate cycles

are usually not synchronous, Breevast B.V. strives for a

balanced diversification of the portfolio in both sectors

and countries with a view to spread these risks.

Operational risks arise from daily activities and transactions

made within the strategic framework. These risks could

include: investments, leasing, cost control, receivables,

and legal and tax exposures. Before an investment is made,

it is subjected to an extensive process of due diligence and

an internal approval procedure. With respect to the leasing

risk, the portfolio is reviewed periodically for the nature

and location of the real estate, its quality, and the quality

of the tenants and their leases. Additionally, a report on

vacancy and vacancy risk made at least once each quarter

takes the expiration dates for all leases into account.

Breevast manages cost control risks through budgets at

the project and property levels and at the company level,

that periodically are compared with the work performed

and the approval procedures for accepting maintenance and

investment obligations. To limit the receivables risk, tenants

are screened when entering new lease agreements,

deposits or bank guarantees are usually obtained

when leases are signed, and there are procedures for

the timely collection of rents and the timely reporting

of arrears. To limit legal risks, the company’s staff attorney

reviews agreements, supported by outside legal counsel as

needed. Breevast limits tax risks by calling on the advice

and support of external tax experts. The reporting risk is an

important element of operational risk. It includes the failure

to report information either on time or correctly, resulting

in incorrect decisions being taken or outside parties being

provided with inaccurate information. Breevast makes

extensive efforts to limit this risk as much as possible.

Reports, most of which are prepared once each quarter,

are analyzed internally and discussed in detail

with Management.

Financial risks that are monitored as part of the risk

management are the financing risk, the liquidity risk and

the interest rate risk. With respect to the financing risk,

continuous consideration is given on the one hand to the

improvement of the return by means of leverage and on

the other hand to limiting the risk that interest and

repayment obligations could no longer be complied

with in a declining market. To control the liquidity

risk, liquidity positions are calculated and cash flow

forecasts are prepared regularly. In addition, Breevast

B.V. makes use of agreed unused credit lines from its

financiers to offset liquidity fluctuations. As a result of

the financing with loan capital, the return also depends

upon interest rate movements. To hedge the medium-

term interest rate risk, interest rate swaps with various

maturities were concluded in the year under review.

Compliance risk includes the risk that legislation and

regulations are not or are inadequately complied with.

Breevast B.V. endeavors to limit this risk by maintaining

sufficient knowledge with respect to changes in the

applicable legislation and regulations with support from

an in-house lawyer and external legal and other advisors.

Risk management

M A N A G E M E N T R E P O R T

F I N A N C E T O W E R A N D R A C

I N B R U S S E L S , B E L G I U M

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Within Breevast considerable attention is paid to controlling

the above-mentioned risks. In terms of staff numbers,

Breevast has chosen to remain a lean and decisive

organization that is spread across the various country

organizations. The informal character of the organization

is relied upon in the day-to-day practice. We consider

this justified from a risk management perspective in

view of the limited complexity of daily transactions,

and its short lines of communication and reporting.

LE GA L AC T IONS

Dutch Government Claim

It was alleged that with the sale of several corporations in

1983, Breevast B.V. and its former partner FGH Bank N.V.

should not in fairness have assumed that they were dealing

with a bona fide buyer and should have taken measures to

safeguard the interests of the tax authorities. Within the

scope of the legal action, which commenced in 1992, the

Supreme Court of the Netherlands, in its ruling on February 1,

2002, referred the judgment to the Court of Appeals in

The Hague. The writ served in February 2005 on the Dutch

Government and the Internal Revenue Service demanding

that the action be discontinued under the ‘old’ procedural

law at, among others, the Court of Appeals in The Hague,

was dismissed by the Court in July 2005. However, due to

the fundamental character of the judgment, the Court has

permitted the issue of the applicability of the old or the new

procedural law and thus the question whether prejudiced

right can be claimed, to be brought before the Supreme

Court of the Netherlands. During the year under review,

the parties agreed to settle out of court. Breevast and

the State and the Receiver signed a settlement agreement

in mid-2006, after which the case was withdrawn.

Robelco Claim on the Belgian State

In December 2001 and in December 2002, the companies

of the Breevast Group purchased the Finance Tower and

the Government Administrative Center from the Belgian

State. The buildings were allocated to Breevast under

competitive bidding procedures organized by the Buildings

Authority on behalf of the Belgian State. Breevast found

itself indirectly embroiled in a case brought by the

Robelco real estate group against the Belgian State

concerning the sale of government buildings since 2001.

Through a subsidiary, Breevast is part owner of the

Finance Tower in Brussels. It is also owner, with Dexia

Bank and Immobel, of the Government Administrative

Center in Brussels. Robelco’s suit aims to have the sale

of both buildings by the Belgian State declared null and

void. Breevast views its outcome with confidence.

OU T LO OK

Management continues to strive to increase the quality

of the real estate portfolio, both by rejuvenating the

portfolio and by maintaining good tenant relations, to

hold vacancy rates low. It also keeps a close watch on

general and administrative expenses. It takes a critical

watch for opportunities for divestitures. In addition

to tenant quality, particularly in the office segment,

interest rate trends are carefully tracked and covered,

depending on the type of new financing taken on.

Just as in preceding years, the 2007 outlook for the core

markets of the Netherlands, Belgium, and the United States

suggests that it will be difficult to acquire properties that

meet the company’s standards for return on investment.

The increasing number of international, often Anglo-Saxon,

investors active in the market with large appetites for

investments and often low yield requirements is expected to

compress initial returns further. Property owners often do

not wish to sell due to a scarcity of alternative real estate

investments. Listed real estate funds with a capital surplus

can attract additional resources from the capital market

and so are under no pressure to sell. The thinning out of

the real estate market’s supply side is also the result of

the continuing popularity of real estate as an investment.

Risk management / Legal actions / Outlook

M A N A G E M E N T R E P O R T

O F F I C E B U I L D I N G M A I S O N D E L U N E ,

F R A N K L I N R O O S E V E L T L A A N

I N B R U S S E L S , B E L G I U M

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Increased competition is expected in project

development from the entry of new developers that

set low requirements for their projects since they are

not developing for their own portfolio. This has not

made it easy for Breevast to acquire positions.

Taking these developments into consideration, the best

core market opportunities will come from the private

purchase of real estate portfolios, with or without

partners, or from real estate tenders. Additionally,

Breevast is scanning new markets for opportunities,

both in Central and Southern Europe, and in Asia.

The improved economic situation in 2006, both

in Europe and in the United States, has moved in

parallel with the recovery of the office space market

in the year under review. This trend is expected to

continue in 2007, which can impact on the company’s

earnings. Management views 2007 with confidence.

Based on the current market outlook, barring

unforeseen circumstances, 2007’s return on

equity will be in line with previous years.

PER SON N E L A N D ORGA N I Z AT ION

The company had 40 employees at year-end 2006

(2005: 42). At the end of 2006, the company has

38 FTEs (2005:40). This includes the 4 (2005:8)

American employees, 3.5 FTEs (2005: 8) of Breevast

U.S., Inc., and the 10 (2005: 11) employees, 9.5 in FTE

(2005: 10.5) of Electrorail N.V. and its group companies

in Brussels, Belgium and 3 (2005: 0) employees, 3 FTE’s

(2005: 0), of Engetrim N.V., in Antwerp, Belgium.

The Management of Breevast B.V. would like to thank its

staff for their commitment and effort during the year 2006.

Amsterdam, March 19, 2007

Management

A.J.M. Beekman

H.G. Brouwer

W.A.J. Vermeij

Outlook / Personnel and organization

M A N A G E M E N T R E P O R T

S H O P S N I E U W E N D I J K

I N A M S T E R D A M , T H E N E T H E R L A N D S

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GE N ER A L

The 2006 financial statements include both the consolidated

and the company financial statements. The accounting

principles and the method for determining the results of the

consolidated financial statements and the company financial

statements are identical. Consequently, shareholders’ equity

and the earnings on the company’s financial statements are

identical to the consolidated figures. All amounts in this annual

report are given in thousands of euros unless stated otherwise.

C H A NGE S TO PE NSION SYS T E M

Starting with fiscal year 2006, all pensions will be determined

in accordance with the provisions of Directive 271 (RJ271)

of the Council for Annual Reporting. Through fiscal year

2005, the pension charge was determined on the basis of

pension contributions paid in the reporting year. Under

RJ271, pension plans are classified either as defined

contribution plans or defined benefit plans. For the first

category, the company does not owe any supplementary

contribution should there be a deficit in the relevant

pension fund. Therefore, the pension charge under this

plan is calculated according to the pension contributions

payable. The defined contribution plan applies to employees

who joined Breevast B.V. on or after January 1, 2003.

Employees who joined Breevast B.V. prior to January 1, 2003,

are eligible for a 'final salary plan' which, under the RJ271

classification system, is a defined benefit plan. Pensions

have been accrued for these pension plan members as

the difference between the present value of the defined

benefits and the fair value of the investments made.

Due to this change in the system, the pensions accrued as of

January 1, 2006 amount to EUR 509,000. This amount, after

the tax effect of EUR 64,000, was charged to the shareholders’

equity. Since the prospective method was elected, the

comparable figures for 2005 have not been adjusted.

AC COU N T I NG PR I NC I PLE S FOR PR E PA R I NG T H E F I NA NC I A L S TAT E M E N TS

The financial statements are prepared in

accordance with the financial reporting requirements

included in Part 9, Book 2 of the Dutch Civil Code

and the distinct statements contained in

the Guidelines for Annual Reporting issued

by the Council for Annual Reporting.

CONSOL I DAT ION PR I NC I PLE S

The financial statements of companies in which

Breevast B.V. has direct or indirect control are fully

included in the consolidated financial statement.

Third-party shares in group equity are reported

separately. A summary of group companies and

subsidiaries is included on pages 55 and 56.

The company’s financial statements present

a summarized income statement in accordance

with Article 402, Book 2, of the Dutch Civil Code.

Foreign currencies

Assets and liabilities denominated in foreign

currencies are translated into the prevailing exchange

rates on the balance sheet date. Any resulting differences

are either credited or debited directly to the income

statement unless these are affiliate receivables or

payables, in which case such translation differences

will be credited or debited to the shareholders’ equity.

Assets and liabilities of group companies are translated at

the rate of exchange prevailing on the balance sheet date.

Group company results denominated in foreign currency

are translated on the basis of the average exchange rate

for the year under review. As long as the activities of

foreign group companies are deemed to be extensions

of Breevast B.V., any resulting differences in exchange

rate are deemed unrecognized.

CO N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Accounting principles for consolidation, valuation and determination of results

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AC COU N T I NG PR I NC I PLE S FOR T H E VA LUAT ION OF A S SE TS A N D L I A BI L I T I E S

Real estate under management and under development

is carried at fair value. The fair value of real estate is

determined by external and internal appraisals at the

market value. Each year, 25% of the real estate portfolio

is valued externally on a rotational basis. The contractual

annual rent prevails as the basis for the determination of

the market value. In addition, vacant property, the state

of repair, long lease, and differences between the market

rent and the contractual rent are taken into account.

Real estate in own use is measured at historical cost.

In the case of real estate under development that

will not be completed or sold in the near future,

the determination of a fair value will be accompanied

by a high degree of uncertainty. In these cases,

valuation is based on the historical cost.

Changes in the fair value of real estate under management

and under development are incorporated into the income

statement under the unrealized changes in value on

investments item. The related deferred taxes are accrued.

Subsidiaries are carried at net asset value. This is calculated

according to the accounting policies used by Breevast B.V.

Receivables are carried at nominal value, less any

allowance deemed necessary. This item includes

receivables expected to be collected within one year.

Other property, plant and equipment is carried at cost

less straight-line depreciation and less any impairments

deemed necessary.

Other non-current financial assets. This item includes

receivables with an expected remaining term of more

than one year. These receivables are carried at nominal

value, less any allowance deemed necessary.

Financial instruments are valued at fair value. Derivative

financial instruments (particularly forward exchange contracts

and interest rate swaps) are initially not accounted for or

valued in the balance sheet. The financial effects of such

instruments are accounted for upon termination of the

contract, or when the hedging position is implemented.

Cash and cash equivalents are carried at face value.

These are freely available, unless stated otherwise.

Deferred tax liabilities pertain to the obligations emanating

from the difference in the valuation of assets and liabilities

in the financial statements and their tax valuation. Consistent

with the tax-deductible losses, these are included at the

prevailing tax rate, taking into account the discounted term.

If not stated otherwise, assets and liabilities are carried

at nominal value.

AC COU N T I NG PR I NC I PLE S FOR T H E DE T ER M I NAT ION OF R E SU LTS

Investment income includes the rental of real estate

under management less the operating costs and the

results of subsidiaries.

Operating expenses are the costs related to the real

estate under management insofar these have not led

to a capital gain and insofar these are not borne

by the tenants.

Realized changes in value on investments is the

difference between selling price and the book

value based on fair value in the year of sale.

Unrealized changes in value on investments relate to

the change in the fair value of the investment during

the financial year. The associated deferred tax liability

is incorporated under the corporate income tax item.

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Depreciation is based on the economic life and calculated

against a fixed percentage of the acquisition and/or

construction costs of other property, plant and equipment.

Corporate income tax is calculated on the result,

taking into consideration exempted profit components

and possibilities for tax-loss carry-forwards.

AC COU N T I NG PR I NC I PLE S FOR T H E DE T ER M I NAT ION OF T H E C A SH F LOW S TAT E M E N T

The cash flow statement has been prepared using the

indirect method. Cash flows in foreign currencies have been

translated at the average exchange rate. Interest received

and paid, dividend received and tax on profits are included

under the cash flow from operating activities. Dividends

paid are presented under cash flow from financing activities.

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

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A S SE TS 31–12-2006 31-12-2005

1. I N V E S T M E N TSReal estate under management 1‚031,500 846,729

Real estate under development 74,960 73,994

Subsidiaries 93,068 32,013

Other investments 49,234 , -

1‚248,762 952,736

2 . R E C E I VABL E S 60,796 21,627

3. OT H ER A S SE TSOther property, plant and equipment 1,642 ,961

Other non-current financial assets 18,733 6,054

20,375 7,015

4 . C A SH A N D C A SH E Q U I VAL E N TS 136,606 12,053

TOTAL A S SE TS 1‚466,539 993,431

E Q U I TY A N D L I ABI L I T I E S 31–12-2006 31-12-2005

5 . GRO UP E Q U I TYShareholders’ equity 533,848 375,564

Minority interests 12,355 7,172

546,203 382,736

6 . AC C RUAL S 53,728 35,984

7 . LO N G -T E R M DE BTSMortgages 783,759 503,862

Other 16,184 13,907

799,943 517,769

8 . C UR R E N T L I ABI L I T I E S 66,665 56,942

TOTAL L I ABI L I T I E S 1‚466,539 993,431

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Consolidated balance sheet as of December 31, 2006 (prior to profit appropriation)(x EUR 1,000)

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1 . I N C O M E F RO M I N V E S T M E N TS 2006 2005

Real estate under management 57,836 46,847

Operating expenses (12,646) (9,116)

Subsidiaries 6,407 ,965

Other investments 3,018 , -,

54,615 38,696

2 . R E AL I Z E D C H A N GE I N VALUE OF I N V E S T M E N TSIn real estate under management ,195 4,561

In real estate under development 2,071 2,373

2,266 6,934

3 . U N R E AL I Z E D C H A N GE I N VALUE OF I N V E S T M E N TSIn real estate under management 100,120 35,546

In real estate under development 1,376 ,871

In subsidiaries 21,806 ,(27)

123,302 36,390

4 . OT H E R OPE R AT I N G I N C O M E 23,394 8,264

TOTAL OPE R AT I N G I N C O M E 203,577 90,284

5 . TOTAL OPE R AT I N G E X PE N SE SManagement expenses (10,811) (9,090)

Financial expenses (39,365) (21,524)

(50,176) (30,614)

OPE R AT I N G R E S ULT BE F OR E TAX 153,401 59,670

6 . C OR P OR AT E I N C O M E TAX (19,096) (6,610)

S UB -TOTAL 134,305 53,060

Minority interests (5,827) (2,436)

N E T OPE R AT I N G R E S ULT AF T E R TAX 128,478 50,624

Net operating result after tax 128,478 50,624

Exchange differences (7,349) 9,982

Dividend , - ,(35)

Other changes to shareholders’ equity (,445) , -

Share premium payment 37,600 , -

TOTAL I N C R E A SE I N SH AR E H OL DE R S ’ E Q U I TY 158,284 60,571

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Consolidated profit and loss account(x EUR 1,000)

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C A SH F LOW F RO M OPE R AT I N G AC T I V I T I E S 2006 2005

Net profit 128,478 50,624

Depreciation of other property, plant and equipment ,257 ,218

Unrealized changes in value of investments (123,302) (36,941)

Results from subsidiaries (6,407) (,965)

Increase/decrease in receivables and other non-current financial assets (48,142) (4,467)

Increase/decrease in minority interest 5,657 4,015

Increase/decrease in other current liabilities (58,651) (37,022)

Increase/decrease in accruals 17,916 4,162

Dividend received , - 5,878

(84,194) (14,498)

C A SH F LOW F RO M I N V E S T I N G AC T I V I T I E SPurchase of investments (160,796) (138,536)

Purchase of other property, plant and equipment (,959) (,717)

Disposal of investments 148,731 48,343

Disposal of other property, plant and equipment ,252 , 21

(18,772) (90,889)

C A SH F LOW F RO M F I NA N C I N G AC T I V I T I E SDividend paid , - ,(35)

Received from short-term financiers 1,100 15,294

Paid to short-term financiers (15,294) , -

Received from long-term debts 676,499 134,115

Repayment of long-term debts (443,476) (54,209)

218,829 95,165

I N C R E A SE I N ADDI T IO NAL SH AR E PR E M I U M 8,690 , -

Increase/(decrease) in cash and cash equivalents 124,553 (10,222)

Cash and cash equivalents at beginning of year 12,053 22,275

C A SH A N D C A SH E Q U I VAL E N TS AT E N D OF Y E AR 136,606 12,053

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Consolidated cash f low statement(x EUR 1,000)

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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

1 . I N V E S T M E N TS 2006 2005

Real estate under management

The movement is as follows:

Balance on January 1 846,729 668,133

Purchases 61,165 67,220

Investments 26,602 23,248

(To)/from real estate under development , - 89,260

(To)/from other balance sheet items 8,133 , -

Share premium payment 105,802 , -

Sales (100,220) (42,294)

Unrealized change in value 99,798 36,052

Exchange rate difference (16,509) 5,110

Balance on December 31 1’031,500 846,729

Breevast B.V. has leaseholds on a number of properties with a total book value of EUR 98.8 million (2005: EUR 63.6 million).

On February 1, 2006, the shareholder brought in a number of corporations with Slovakian and Belgian properties through

a share premium payment.

The geographic distribution of real estate under management is: the Netherlands EUR 696 million (2005: EUR 642 million);

the United States EUR 168 million (2005: EUR 160 million); Belgium EUR 94 million (2005: EUR 45 million) and Slovakia

EUR 73 million (2005: -).

Of the real estate under management some EUR 6.6 million (2005: EUR 6.5 million) is in use by the company itself. Of this

EUR 4.8 million (2005: EUR 4.8 million) is located in the Netherlands, EUR 0.8 million in Belgium (2005: EUR 0.7 million)

and EUR 1 million (2005: EUR 1 million) in the United States. The real estate is financed largely through mortgages.

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Real estate under development 2006 2005

The movement is as follows:

Balance on January 1 73,994 115,298

Share premium payment 7,958 , -

Investments 35,207 44,334

(To)/from real estate under management , - (89,260)

(To)/from other balance sheet line items (6,449) (,357)

Sales (35,239) (5,692)

Unrealized change in value 1,376 ,917

Exchange rate difference (1,887) 8,754

Balance on December 31 74,960 73,994

The geographic distribution of real estate in development is: the Netherlands EUR 41 million (2005: EUR 34 million);

the United States EUR 5 million (2005: EUR 17 million); Belgium EUR 18 million (2005: EUR 21 million);

Slovakia EUR 9 million (2005: -) and Curaçao EUR 2 million (2005: EUR 2 million).

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

Subsidiaries 2006 2005

The movement is as follows:

Balance on January 1 32,013 33,123

Share premium payment 5,228 , -

Investments 31,058 1,950

Annual earnings 6,407 ,965

(Profit) distributions (2,449) (5,878)

Unrealized changes in value 21,806 , (27)

Change due to consolidation , - 1,784

(To)/from other balance sheet line items (,965) , -

Exchange rate difference ,(30) , 96

Balance on December 31 93,068 32,013

The investments comprise primarily (EUR 27.9 million and EUR 0.9 million) the minority interests in two joint ventures that

Breevast acquired in 2006. Breevast holds a 50% interest in the managing partner of one of these joint ventures. The unrealized

revaluation of these minority interests was EUR 21.1 million.

Breevast B.V.’s pro rata share in the real estate of the subsidiary of EUR 691 million can be broken out as follows:

• In the Netherlands: approximately EUR 524 million (2005: EUR 33 million) of which some EUR 253 million (2005: EUR 16 million)

will be held for a period of 0-2 years; approximately EUR 263 million (2005: EUR 10 million) that will be held for a period

of 0-5 years, and approximately EUR 8 million (2005: EUR 7 million) that has been purchased for the long term.

• In Belgium: approximately EUR 166 million (2005: EUR 162 million) purchased for the long term.

The real estate held through subsidiaries is financed largely through mortgages.

Other investments

The Carlton Hotel in Bratislava, acquired through the share premium payment, includes both ownership

of the real estate as well as management of the hotel. Since the management of the hotel has been contracted

to Radisson SAS, the hotel is considered primarily a real estate investment and is included in the annual statement

as such. The hotel, exclusive of adjoining offices and stores, has been included on the balance sheet at fair value

in a separate category.

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2 . R E C E I VABL E S 31-12-2006 31-12-2005

Rental income 2,634 2,596

Other accounts receivable 1,526 2,257

Receivables from non-consolidated subsidiaries 4,508 3,200

Accrued income and prepaid expenses 3,391 3,827

Other receivables 48,737 9,747

60,796 21,627

The other receivables include a current account relationship with a related party of EUR 2.8 million (2005: EUR 2.6 million)

and a shareholder loan of EUR 38.8 million (2005: EUR 2.7 million). The interest rate on this loan is 5% (2005: 5%).

3 . OT H E R A S SE TS 31-12-2006 31-12-2005

Other property, plant and equipment

At cost 2,955 1,826

Cumulative depreciation (1,313) (,865)

Book value 1,642 ,961

The movement is as follows:

Balance on January 1 ,961 ,483

Investments 1,232 ,717

Disposals (,294) ,(21)

Depreciation (,257) (,218)

Balance on December 31 1,642 ,961

Other non-current financial assets

Loans to tenants 2,132 2,293

Loans to non-consolidated subsidiaries 13,370 3,573

Other 3,231 ,188

18,733 6,054

There is no repayment agreement for the two loans to non-consolidated subsidiaries of EUR 13.1 million; their rate of interest

in 2006 was 7.5% (2005: 7%).

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

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4 . C A SH A N D C A SH E Q U I VAL E N TS 31-12-2006 31-12-2005

Netherlands 127,107 ,741

United States 3,647 9,037

Belgium 2,402 1,344

Slovakia 2,750 , -

Curaçao ,700 ,931

136,606 12,053

As of the date of the balance sheet, Breevast B.V., had not drawn on its bank lines of credit. The credit lines amounts to

EUR 60 million.

5. GROU P E QU I T Y

Shareholders’ equity

A statement of changes in shareholders’ equity is included in the company financial statements on page 49.

2006 2005

Minority interests

Balance on January 1 7,172 3,156

Distribution of profits ,(15) ,(16)

Result 5,827 2,436

Other changes (,629) 1,596

12,355 7,172

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

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6 . AC C RUA L S Deferred tax Pensions Other Total Total

liabilities 2006 2005

The movement is as follows:

Balance on January 1 35,748 - 236 35,984 31,823

Revisions to pension system - 509 - 509 -

Allocation 18,066 - 12 18,078 6,864

Release (727) (66) (50) (843) (2,703)

Balance on January 31 53,087 443 198 53,728 35,984

Deferred tax liabilities

The deferred tax liabilities pertain to the liabilities emanating from the difference in the valuation of assets and liabilities

in the financial statements and their tax valuation. For the deferred tax liabilities of a long-term nature, Breevast B.V.

uses a present value rate of 12.5%, unless there is an indication that the differences will be settled in the short

term. Tax-loss carry-forwards are rated at 12.5%, unless there is sufficient indication that these can be applied.

Pensions

Starting in 2006, pension was accrued for some of Breevast B.V.’s pension plan members in accordance with RJ271.

The accrual as it should have appeared at the end of 2005 has been included in the 2006 figures as a change

in accounting policies. The key actuarial assumptions used in determining future pension liabilities are:

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

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2006 2005

Discount rate 4.60% 4.00%

Expected yield on investments 4.55% 3.75%

Future salary increases (general) 2.50% 2.50%

Indexation of pension benefits 0.55% -

The probability for dismissal and employment disability has also been factored in.

The change in accruals is as follows:

2006 2005

present value of vested pension benefits 3,137 3,148

Fair value of investments (3,005) (2,639)

Surplus (shortfall) in pension fund ,132 ,509

Surplus (shortfall) in pension fund ,132 ,509

Actuarial results not yet amortized ,311 , -

Unprocessed liabilities for time in service at year-end , - , -

(Net) pension accrual ,443 ,509

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

7 . LO N G -T E R M DE BTS 2006 2005

Mortgages

The movement is as follows:

Balance on January 1 503,862 422,133

Presented under current liabilities 11,005 11,164

Increase due to consolidation 58,170 , -

Concluded during the financial year 669,757 130,492

Repayments (443,476) (54,209)

Exchange rate difference (9,018) 5,287

Balance on December 31 790,300 514,867

Presented under current liabilities (6,541) (11,005)

783,759 503,862

On December 31, 2006, long-term mortgage financing in the Netherlands amounted to EUR 540 million (2005: EUR 386 million).

NIBC Bank refinanced Breevast’s management portfolio in December 2006. Long-term mortgage financing in the United

States amounted to EUR 94 million (2005: EUR 92 million); in Belgium EUR 67 million (2005: EUR 37 million), and

in Slovakia EUR 89 million. Repayment commitments of less than one year are included under current liabilities.

The average interest rate on the mortgages in the Netherlands in 2006 was: 4.6% (2005: 4.6%). In the United

States, Belgium, and Slovakia these rates were, respectively: 7.4% (2005: 4.9%); 5.6% (2005: 4.3%) and 5.7%.

The average remaining term for these mortgages is 7.9 years (2005: 2.4 years).

Remaining term for mortgages 2006 2005

0-1 year 119,593 235,707

1-5 years 127,477 242,190

5+ years 543,230 36,970

790,300 514,867

Other long-term debts

The amount of EUR 16.2 million concerns two loans obtained from two non-consolidated subsidiaries. The average interest

rate on these loans is 4.8% (2005: 4.8%).

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8 . C UR R E N T L I ABI L I T I E S 31-12-2006 31-12-2005

Bank loans 1,100 15,294

Repayment commitments on long-term debts 6,541 11,005

Amounts owed to affiliates 10,495 , -

Accounts payable 14,833 12,747

Amounts owed to non-consolidated subsidiaries 1,925 1,509

Sales tax, social security, and corporate income tax 5,122 ,(74)

Accruals and deferred income 15,434 12,105

Other 11,215 4,356

66,665 56,942

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet(x EUR 1,000)

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CON T I NGE N T L I A BI L I T I E S

A summary of the contingent liabilities of the group that

are not apparent from the balance sheet is included in the

notes on the company balance sheet on pages 51 and 52

of this report.

TA X E S

The Netherlands

All corporate income tax filings have been made through

2005 and settled through 2004. After of the end of 2005

the Breevast tax unity has no tax-loss carry-forwards.

As of February 1, 2006, Breevast B.V. is no longer the principal

of the tax entity but, along with a large number of its

subsidiaries, was joind into the tax unity with its shareholder.

Belgium

Tax filings have been made and settled through 2005.

The total tax-loss carry forward for Innara Invest N.V.,

Electrorail N.V and their subsidiaries amounted to

approximately EUR 34.8 million at the close of 2005.

United States

Tax filings have been made and settled through 2005.

Breevast U.S. Inc. held a tax-loss carry-forward at the

close of 2005 of approximately USD 22.1 million for

Federal Tax and USD 18.1 million for State Tax.

Slovakia

Tax filings have been made and settled through

2005. In 2004, Bratcarl a.s. received an exemption

from corporate income tax of approximately

EUR 4.8 million for the period 2003-2012.

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated balance sheet

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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated profit and loss account(x EUR 1,000)

1 . I N V E S T M E N T I N C O M E 2006 2005

Rental income

Netherlands 36,538 41,096

United States 12,046 3,532

Belgium 3,794 2,219

Slovakia 5,458 , -

57,836 46,847

The remaining terms of all leases, on an annual basis, as of January 1, 2007:

2006 2005

0-1 year 1,542 ,371

1-5 years 40,011 29,351

5+ years 20,826 25,718

62,379 55,440

Operating expenses

Netherlands 7,314 6,317

United States 2,622 ,964

Belgium 1,646 1,835

Slovakia 1,064 , -

12,646 9,116

Result from subsidiaries

Netherlands 6,414 , 28

United States , (7) ,937

6,407 ,965

Other investments

Operating income from the Carlton Hotel in Bratislava is reported in this item. It includes EUR 7.8 million in income and

EUR 4.8 million in expenses.

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2 . R E AL I Z E D C H A N GE I N VALUE 2006 2005

OF I N V E S T M E N TS

Real estate under management

Netherlands ,(90) 1,134

United States , - , 56

Belgium ,285 3,371

,195 4,561

Real estate under development

Netherlands ,952 1,939

United States ,106 , -

Belgium 1,013 ,434

2,071 2,373

Income from sales in 2006 would have been EUR 11.9 million higher (2005: EUR 10.2 million) if based on historical cost.

This item was shown in previous years under unrealized changes in value of investments and has been realized in the year

under review.

3. U N R E A L I ZE D C H A NGE I N VA LU E OF I N V E S T M E N TS

Netherlands United Belgium Total

States

In 2006:

Real estate under management 96,355 6,765 (3,000) 100,120

Real estate under development 1,376 , - , - 1,376

Subsidiaries 21,806 , - , - 21,806

119,537 6,765 (3,000) 123,302

In 2005:

Real estate under management 27,962 9,816 (2,232) 35,546

Real estate under development , - ,871 , - ,871

Subsidiaries 1,545 (1,572) , - ,(27)

29,507 9,115 (2,232) 36,390

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated profit and loss account(x EUR 1,000)

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4 . OT H E R OPE R AT I N G I N C O M E 2006 2005

Interest income 7,822 1,702

Management fees ,126 ,806

Development fees 4,035 1,891

Other 11,411 3,865

23,394 8,264

Management fees of EUR 94,000 (2005: EUR 450,000) and development fees of EUR 3.5 million (2005: EUR 1.8 million)

were charged to non-consolidated subsidiaries. Other includes a collected acquisition fee of EUR 8.7 million that was charged

to a non-consolidated subsidiary.

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated profit and loss account(x EUR 1,000)

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5 . TOTAL OPE R AT I N G E X PE N SE S 2006 2005

Administrative expenses

Gross salaries 3,390 3,792

Social security and pension expenses ,585 ,465

Office space ,861 ,476

Consultants 2,697 1,204

Depreciation on property, plant and equipment ,257 ,213

Other 3,021 2,940

10,811 9,090

Interest expenses

Mortgage interest expense the Netherlands 16,103 17,183

Mortgage interest expense United States 8,338 1,729

Mortgage interest expense Belgium 1,814 1,199

Mortgage interest expense Slovakia 3,544 , -

Other financial expenses 9,566 1,413

39,365 21,524

Breevast B.V. has an approved defined contribution plan and an approved defined benefit pension plan. The latter applies

to a limited number of employees. The manner of accounting for the approved pension plan in the financial statements is

described in the notes for accruals. The pension liability for this plan includes EUR 133,000 for interest and service charges.

At the end of 2006, there were 38 employees expressed in FTE (2005: 40). This includes the 3.5 (2005: 8) FTE of

Breevast U.S., Inc. and 12.5 FTE in Belgium (2005: 10.5).

The Supervisory Board received remuneration amounting to EUR 70,000 in 2006 (2005: EUR 73,000). Remuneration of the

management of Breevast B.V. amounted to EUR 732,000 in 2006 (2005: EUR 310,000).

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated profit and loss account(x EUR 1,000)

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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the consolidated profit and loss account(x EUR 1,000)

6 . C OR P OR AT E I N C O M E TAX 2006 2005

Corporate income tax outstanding 6,280 ,943

Deferred tax liabilities 12,816 5,667

19,096 6,610

The table below explains the difference between the expected tax liability based on earnings from sales versus

the weighted average tax rates of the countries where Breevast is active and the actual tax liability.

2006 2005

Average tax liability based on applicable rate 31% 34%

Non-deductible expenses 1% 1%

Depreciation allowance (2%) (5%)

Deductible losses - (1%)

Income from subsidiary exemption (1%) (1%)

Unrealized changes in value (19%) (13%)

Changes from former years 2% (4%)

12% 11%

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A S SE TS 31-12-2006 31-12-2005

1. I N V E S T M E N TSReal estate under management , - 65,795

Real estate under development 5,652 1,608

Subsidiaries 503,655 363,033

509,307 430,436

2 . R E C E I VABL E S 163,618 15,781

OT H E R A S SE TSOther property, plant and equipment ,264 ,363

Other non-current financial assets ,750 , -

1,014 ,363

C A SH A N D C A SH E Q U I VAL E N TS 33,355 66,289

TOTAL A S SE TS 707,294 512,869

E QU I T Y A N D L I A BI L I T I E S

3 . SH AR E H OL DE R S ’ E Q U I TY 533,848 375,564

AC C RUAL S 25,669 21,842

4 . LO N G -T E R M DE BTSMortgages ,694 45,366

Other ,867 14,452

1,561 59,818

5 . C UR R E N T L I ABI L I T I E S 146,216 55,645

TOTAL E Q U I TY A N D L I ABI L I T I E S 707,294 512,869

CO M P A N Y F I N A N C I A L S T A T E M E N T S 2 0 0 6

Company balance sheet as of December 31, 2006 (prior to profit appropriation) / Profit and loss account(x EUR 1,000)

C O M PA N Y PROF I T A N D LO S S AC C O U N T 2006 2005

Income from subsidiaries 111,145 44,984

Other income and expenses 17,333 5,640

Net earnings after taxes 128,478 50,624

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C O M P A N Y F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the company balance sheet (x EUR 1,000)

1 . I N V E S T M E N TS 2006 2005

Real estate under management

The movement is as follows:

Balance on January 1 65,795 69,205

Investments , 49 , 88

Sales (65,844) , -

Unrealized change in value ,, - (3,498)

Balance on December 31 ,, - 65,795

Real estate under development

The movement is as follows:

Balance on January 1 1,608 1,852

Increase due to mergers ,, - 5,302

Shift in balance sheet items 1,454 , -

Investments 6,551 , -

Sales (5,337) (3,814)

Divestitures ,, - (1,732)

Unrealized change in value 1,376 , -

Balance on December 31 5,652 1,608

Subsidiaries 2006 2005

Group Others Group Others

companies companies

Balance on January 1 361,593 1,440 248,214 5,281

Changes to subsidiary investments and financing 30,033 (,556) 67,684 (3,130)

Annual earnings 110,747 ,398 45,695 (,711)

Balance on December 31 502,373 1,282 361,593 1,440

Result from subsidiaries:

Annual earnings (,343) ,604 5,779 (,390)

Unrealized change in value 111,090 (,206) 39,916 (,321)

Balance on December 31 110,747 ,398 45,695 (,711)

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2 . R E C E I VABL E S 31-12-2006 31-12-2005

Other 163,618 15,781

163,618 15,781

The item Other includes a note from the shareholder of EUR 38.8 million (2005: EUR 2.7 million) and EUR 118.2 million

in a current account relationship with group companies (2005: EUR 3.7 million). The current account relationships are

temporarily higher than normal due to internal sales of real estate in connection with a refinancing.

3. SH A R E HOL DER S ’ E QU I T Y

Share Capital Reserve for Exchange Other Earnings Total Total

capital surplus unrealized rate Reserves current shareholders shareholders

revalution gain/loss fiscal year equity 2006 equity 2005

Balance on January 1 85,827 66,584 90,554 1,944 80,031 50,624 375,564 314,993

Revisions to pension system - - - - (445) - (445) -

Changes 2006:

Allocation of earnings 2005 - - - - 50,624 (50,624) - -

Interim dividend - - - - - - - (35)

Share premium payment - 37,600 - - - - 37,600 -

Realized revaluation - - (13,585) - 13,585 - - -

Unrealized revaluation - - 92,652 - (92,652) - -

Exchange rate reserve - - - (7,349) - - (7,349) 9,982

Retained earnings 2006 128,478 128,478 50,624

Balance on 12/31/2006 85,827 104,184 169,621 (5,405) 143,795 35,826 533,848 375,564

The company’s authorized capital as of the balance sheet date was EUR 271,800,000. Subscribed and paid-up capital was EUR 85,827,192.

Capital is divided into 18,946,000 shares with a nominal value of EUR 4.53.

As of 2006 there was a pension reserve in accordance with RJ271 for those employees with a defined benefit pension plan. The amount

of this reserve under the provisions of this guideline as it would apply at the end of 2005 was entered on the books through an accounting

change effective January 1, 2006.

C O M P A N Y F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the company balance sheet(x EUR 1,000)

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4 . LO N G -T E R M DE BTS 31-12-2006 31-12-2005

Mortgages ,694 45,366

Other ,867 14,452

1,561 59,818

The mortgages have largely been paid off. The real estate in question was refinanced after an internal sale within the group.

5 . C UR R E N T L I ABI L I T I E S 31-12-2006 31-12-2005

Amounts owed to affiliates 137,886 52,910

Other 8,330 2,734

146,216 55,644

The current account relationships are temporarily higher than normal due to internal sales of real estate in connection with

a refinancing.

C O M P A N Y F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the company balance sheet(x EUR 1,000)

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CON T I NGE N T L I A BI L I T I E S

Guarantees

Breevast B.V. has given a guarantee for EUR 516 million

for non-consolidated subsidiaries. Of this amount,

EUR 310 million is a joint and several guarantee to

Dexia Bank and Dexia Lease Services, Fortis and KBC

for the property lease extended to Financietoren N.V.,

an non-consolidated subsidiary. Breevast B.V. also

guaranteed the property lease that is financing the

renovations to the Financietoren. The amount of this

guarantee increases with the progress in renovations

up to a ceiling of EUR 295 million. As of the

date of the balance sheet, EUR 168 million has

been invested and EUR 159 million taken up

from the line of credit for this renovation.

The property has been rented to the Belgian Federal

Government under a new long-term lease. Additionally,

this financing is also subject to a cash deficiency

guarantee and a lien on any current and future claims

that Breevast B.V. may have on Financietoren N.V.

It was agreed in this guarantee that Financietoren N.V.’s

shareholders’ equity will be at least EUR 61,500.

Dexia Bank issued Breevast B.V. a waiver under which

Breevast B.V.’s guarantee will not be called should

Financietoren N.V.’s shareholders’ equity drop below

EUR 61,500 as a result of the property lease. This

situation could occur since expenditures are not

capitalized under Belgian accounting principles.

Dexia Lease Services has a conditional put option on

Breevast B.V. under which the latter is required to assume

the property lease. Breevast B.V. has six months from the

time the option is exercised to arrange for financing.

The terms of credit include a 25% solvency requirement for

Breevast B.V. Breevast B.V. has obtained a guarantee from

the partners in Financietoren N.V. in the amount of 70% of

the guarantee given by Breevast B.V. up to EUR 351 million.

Interest rate guarantees

Breevast B.V. has issued an interest rate guarantee on

financing to non-consolidated subsidiaries. As of the

balance sheet date, the total outstanding principal subject

to an interest rate guarantee is EUR 12.8 million.

Bank guarantees

As of the date of the balance sheet, Breevast B.V. has issued

EUR 3 million in bank guarantees.

Pledged shares

When refinancing its Dutch real estate portfolio, Breevast B.V.

vested a senior pledge in favor of the lender on the shares

of some of the subsidiaries involved in the refinancing.

Interest rate instrument

In the year under review, Breevast B.V. took out a

10-year interest rate swap effective December 28, 2006.

The swap has a principal of EUR 546.5 million and

converts the variable three-month Euribor rate into

a fixed rate of 4.04%. On the balance sheet date, its

value was a negative EUR 1.8 million. Another three-year

EUR 22 million interest rate swap converted the variable

three-month Euribor rate into a fixed rate of 4.01%

This swap was effective on December 19, 2006.

Robelco Claim on the Belgian State

In December 2001 and in December 2002, the

companies of the Breevast Group purchased the

Finance Tower and the Government Administrative

Center from the Belgian State. The buildings were

allocated to Breevast under competitive bidding procedures

organized by the Buildings Authority on behalf of the

Belgian State. Breevast found itself indirectly embroiled

in a case brought by the Robelco real estate group

against the Belgian State concerning the sale of

government buildings since 2001. Through a subsidiary,

Breevast is part owner of the Finance Tower in

Brussels. It is also owner, with Dexia Bank and

C O M P A N Y F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the company balance sheet

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Immobel, of the Government Administrative Center in

Brussels. Robelco’s suit aims to have the sale of both

buildings by the Belgian State declared null and void.

Breevast B.V. views its outcome with confidence.

C O M P A N Y F I N A N C I A L S T A T E M E N T S 2 0 0 6

Notes on the company balance sheet

O F F I C E B U I L D I N G B I S C H O F S H E I M

I N B R U S S E L S , B E L G I U M

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GR O U P C O M P A N I E S A N D P A R T I C I P A T I N G I N T E R E S T S

Companies included in the consolidated financial

statements (all 100% owned unless stated otherwise)

Breevast B.V., Amsterdam, and subsidiaries:

Amsut Properties B.V., Amsterdam

Becolab N.V., Zaventem, Belgium

Beleggingsmaatschappij NBOG B.V., Amsterdam

Berlage I S.a r.l., Luxemburg, Luxemburg

Boston Real Estate V B.V. (9.09%), Amsterdam

Boston Real Estate Holdings B.V., Amsterdam

Bovie House N.V., Antwerp, Belgium

Bratcarl a.s., Bratislava, Slovakia

Bredero Tarrytown, Inc., Washington, New York, USA

Breevast Asset Management B.V., Amsterdam

Breevast Beheer VIII B.V. (55%), Amsterdam

Breevast Belgium N.V., Zaventem, Belgium

Breevast California, Inc., Newport Beach, California, USA

Breevast Engetrim N.V., Amsterdam

Breevast Exploitatie Maatschappij B.V., Amsterdam

Breevast GP Holding B.V., Amsterdam

Breevast International B.V., Amsterdam

Breevast Management B.V., Amsterdam

Breevast Midgard N.V., Amsterdam

Breevast Monumenten (A.) B.V., Amsterdam

Breevast Participaties B.V., Amsterdam

Breevast Projecten B.V., Amsterdam

Breevast Properties I B.V., Amsterdam

Breevast Properties II B.V., Amsterdam

Breevast Properties Holding B.V., Amsterdam

Breevast Slovport N.V., Amsterdam

Breevast SPP Amsterdam B.V. (75.01%), Amsterdam

Breevast SPP Amsterdam II B.V. (75.01%), Amsterdam

Breevast SPP Holding B.V., Amsterdam

Breevast Tanforan Inc., Newport Beach, California, USA

Breevast U.S., Inc., Newport Beach, California, USA

Breevast Vastgoed Exploitatie XXXII B.V. (55%), Amsterdam

Breevast Vastgoed Exploitatie XXXIV B.V. (10%), Amsterdam

Breevast Vastgoed Nederland I Inc., Dover, Delaware,

USA, with principal place of business in Amsterdam

Breevast Vastgoed Nederland II Inc., Dover, Delaware,

USA, with principal place of business in Amsterdam

BTS Cargo & Hangar Services a.s., Bratislava, Slovakia

Distrimmo N.V., Zaventem, Belgium

Duvast I B.V., Amsterdam

Electrorail N.V., Zaventem, Belgium

Engetrim N.V., Antwerp, Belgium

Engetrim Beleggingen N.V., Antwerp, Belgium

Eurostate Investment I B.V., Amsterdam

Exploitatiemaatschappij Zuurzak N.V., Willemstad, Curaçao

Financieringsmaatschappij Wetering B.V. (60%), Amsterdam

Firebird Investments B.V., Amsterdam

Hasselt N.V., Antwerp, Belgium

Heren 2 Construction Management B.V. (51%), Amsterdam

Innara Invest N.V., Brussels, Belgium

Kleinhandelsgebouw B.V. (8.63%), Amsterdam

M-Four s.r.o., Bratislava, Slovakia

Maatschappij tot Exploitatie van Onroerende

Goederen Moreelse Park B.V., Amsterdam

Maatschappij tot Exploitatie van Onroerende

Goederen Wolderwijd I B.V., Amsterdam

Midgard s.r.o., Bratislava, Slovakia

Midgard Luxembourg S.a r.l., Luxemburg, Luxemburg

Nedmaco Beheer B.V., Amsterdam

Office Fund Participatie B.V., Amsterdam

Parkeerexploitatie Amsterdam B.V., Amsterdam

Portalen Monumenten B.V., Amsterdam

Portalen Properties B.V., Amsterdam

F I N A N C E T O W E R A N D R A C

I N B R U S S E L S , B E L G I U M

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G R O U P C O M P A N I E S A N D P A R T I C I P A T I N G I N T E R E S T S

Project Roosevelt N.V., Antwerp, Belgium

Rei II N.V., Antwerp, Belgium

Slov Air a.s., Bratislava, Slovakia

Slovport BTS s.r.o. (67%), Bratislava, Slovakia

Slovport Luxembourg S.a r.l., Luxemburg, Luxemburg

Sofidis S.A., Lille, France

Telined Beheer B.V., Amsterdam

Trèfonds N.V., Antwerp, Belgium

Trinity Services s.r.o. (67%), Bratislava, Slovakia

Valôme Eindhoven N.V., Amsterdam

Valôme International N.V., Antwerp, Belgium

Woonboulevard Breda N.V., Antwerp, Belgium

Woonboulevard Princeville N.V., Antwerp, Belgium

Non-consolidated companies

Abfin N.V. (66.5%) and subsidiaries, Zaventem, Belgium

Bremu Vastgoed B.V. (5%), Amsterdam

Cooktown GP B.V. (50%) and subsidiary, Amsterdam

De Ceder Holding B.V. (32.3%) and subsidiary, Heemstede

Drentestraat 11 B.V. (50%), Amsterdam

Financietoren N.V. (30%), Antwerp, Belgium

Fortress Vastgoed Exploitatie XXXIII B.V. (90%), Rotterdam

Fortress Vastgoed Rotterdam B.V. (3.33%)

and subsidiaries, Rotterdam

Fundinvest N.V. (50%), Antwerp, Belgium

HeRaSi Properties B.V. (50%), Amsterdam

Hoog Brabant Holding B.V. (36%), Utrecht

Oostplein B.V. (50%), Utrecht

RAC Investment Corp. N.V. (50%), Antwerp, Belgium

Terzetmus B.V. (90%), Amsterdam

VHS Onroerend Goed Maatschappij N.V. (24.7%), The Hague

Woodway B.V. (1.7%), Amsterdam

Amsterdam, March 19, 2007

Supervisory Board

W. Brounts, Chairman

R.W. Blickman

S.R. Schuit

Management

A.J.M. Beekman

H.G. Brouwer

W.A. Vermeij

O F F I C E S O F E N G E T R I M ,

G R O T E H O N D S T R A A T I N A N T W E R P, B E L G I U M

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B U I L D I N G S H . J . E . W E N C K E B A C H W E G

I N A M S T E R D A M , T H E N E T H E R L A N D S

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OT H E R I N F O R M A T I O N

Auditor's Report

To the shareholder of Breevas t B.V.

AU DI TOR’ S R E P ORT

We have audited the 2006 consolidated financial

statements of Breevast B.V., Amsterdam, provided on

pages 26 through 56 of this report. These comprise

the consolidated and comapny balance sheet as of

December 31, 2006, and the consolidated and company

income statements for 2006, and their notes.

Responsibility of the management

The company’s management is responsible for preparing

the financial statements and fairly reporting both equity

and income, as well as for preparing the annual report,

in accordance with Part 9, Book 2, of the Dutch Civil Code.

This responsibility includes, among other things:

the design, implementation, and maintenance of an internal

administrative system that is relevant for the preparation

and accurate reporting of equity and earnings in the

financial statements, such that it contains no material

discrepancies due to fraud or error, to select and apply

acceptable policies for financial reporting, and to prepare

estimates that are reasonable under the given circumstances.

Responsibility of the accountant

Our responsibility is to express an opinion on these

financial statements based on our audit. We conducted

our audit in accordance with the law of the Netherlands.

Accordingly, we are required to comply with the applicable

standard of conduct and to so plan and conduct our audit

that we have a reasonable degree of certainty that the

financial statements are free of material discrepancies.

An audit includes obtaining supporting evidence for the

amounts and notes in the financial statements. The selection

of methodology depends on the professional opinion of

the accountant, which includes an assessment of the risk

of material discrepancies due to fraud or error. In making

this assessment, the accountant takes into consideration

the relevant internal administrative system used to prepare

and accurately reflect equity and earnings in the financial

statements in order to make a responsible choice of audit

methodologies that are adequate in the circumstances but

do not have as their purpose the giving of an opinion about

the effectiveness of the company’s internal administrative

system. An audit also includes an evaluation of the

acceptability of the accounting principles used for financial

reporting and of the reasonableness of the estimates made

by the company’s management, as well as an evaluation

of the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis

for our opinion.

Opinion

In our opinion, the financial statements give a true

and fair view of the financial position of the company

as at December 31, 2006 and of the result for the year

then ended in accordance with accounting principles

generally accepted in the Netherlands and comply

with the financial reporting requirements included

in Part 9 of Book 2 of the Dutch Civil Code.

Statement concerning other legal requirements

and/or requirements of regulatory bodies

On the grounds of the legal requirements pursuant

to Article 2:393(5)(e) of the Dutch Civil Code we hereby

state that the annual report, to the extent that we can

determine, is consistent with the financial statements

as required by Article 2:391(4) of the Dutch Civil Code.

Apeldoorn, March 19, 2007

Ernst & Young Accountants

A.J. Buisman

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O T H E R I N F O R M A T I O N

Profit appropriation under the Articles of Association / Profit appropriation

PROF I T A PPROPR I AT ION U N DER T H E A RT IC LE S OF A S SO C I AT ION

Profits are distributed in accordance with Section 28 of

the Articles of Association of Breevast B.V. Section 28(1)

of the company’s Articles of Association stipulates that

the profit realized in any one financial year shall be at

the disposal of the General Meeting of Shareholders.

PROF I T A PPROPR I AT ION

It shall be proposed to the General Meeting of Shareholders

that the profit for 2006 be added to the reserves. No profit

appropriation has yet been incorporated into the financial

statements and the profit for 2006 is included as a separate

item in the shareholders’ equity.

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F I N A N C E T O W E R

I N B R U S S E L S , B E L G I U M

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C O N TAC T I N F O R M AT I O N

Breevast B.V.

J.J. Viottastraat 39

1071 JP Amsterdam

The Netherlands

T +31 20 570 35 70

F +31 20 570 35 80

E [email protected]

W www.breevast.nl

Breevast U.S. Inc.

3600 Birch Street, suite 250

CA 92660 Newport Beach

USA

T +1 949 757 77 76

F +1 949 757 77 88

E [email protected]

W www.wattsonbreevast.com

Breevast Belgium N.V.

Congresstraat 33

1000 Brussels

Belgium

Jan van Rijswijcklaan 162

2020 Antwerp

Belgium

T +32 3 259 46 00

F +32 3 259 46 01

E [email protected]

W www.breevast.be

CO N T A C T I N F O R M A T I O N / CO L O P H O N

C O L O P H O N

Design

André van de Waal, Coördesign, Leiden

Production and Realisation

Anker Media, Lelystad

Photography

Erwin Cloetens, Publibytes bvba, Kapellen, Belgium

20 en 62

Andrew van Dis, California, United States

8

Guy Obijn, Antwerp, Belgium

2, 12, 16, 23, 53, 54 en 57

Jan Scheerder, Leiden, The Netherlands

4, 6, 11, 24 en 58

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