AFFINE (EPA:IML) Presentation of the programme to repurchase own shares

Transparency directive : regulatory news

09/07/2014 18:00

A French limited company (SA) with share capital of EUR53,300,000
Head Office: 5, rue Saint-Georges - 75009 Paris, FRANCE
Paris register of companies ref. 712 048 735 Paris

Presentation of the programme to repurchase own shares approved by the Combined
               General Meeting of Shareholders of 30 April 2014

Pursuant to Articles 241-1 to 241-5 of the General Regulations of the French
Financial Markets Authority (AMF) (and Commission Regulation (EC) No 2273/2003
of 22 December 2003, which came into force on 13 October 2004, concerning the
methods of implementation of Directive 2003/6/EC of 28 January 2003), the
purpose of the present document is to describe the objectives and the terms and
conditions of the share repurchase programme approved by the General Meeting of
Shareholders of 30 April 2014. The Board of Directors of 05 June 2014 decided to
run this programme.

I - SUMMARY OF THE MAIN CHARACTERISTICS OF THE OPERATION

> Issuer: Affine R.E. hereinafter Affine, a company listed on the NYSE Euronext
  Paris regulated market, ISIN FR 0000036105, included in the CAC Mid & Small,
  IEIF-SIIC and EPRA indexes.
> Share repurchase programme:

* Securities concerned: Affine shares
* Maximum percentage of the share capital concerned: 10%
* Maximum unit purchase price: EUR30 excluding expenses
* Objectives of the programme:
  . market making through a liquidity contract;
  . allocation of shares to the employees;
  . purchase for retention or remittance in exchange or as payment in connection
    with potential external growth transactions (within the limit of 5% of the
    share capital);
  . cancellation of shares.
* Maximum duration of the programme: 18 months from the date of the General
  Meeting, i.e. until 30 October 2015 at the latest.

II - ASSESSMENT OF THE PREVIOUS SHARE REPURCHASE PROGRAMME

The liquidity contract signed on 1st February 2014 with Invest Securities
complies with AMAFI ethics charter on 8 March 2011, as approved by the French
Financial Markets Authority (AMF) on 21 March 2011. Kepler Capital Markets
previously hold the contract from 26 June 2012 until 31 January 2014.

> Summary declaration table

         Declaration by the issuer of transactions in own shares
                   from 24 April 2013 to 5 June 2014

Percentage of the share capital held directly
or indirectly at 05 June 2014                                          0.20%
Number of shares cancelled during the past 24 months                 282,659
Number of shares in the portfolio on 05 June 2014 (1)                 17,940
Book value of the portfolio on 05 June 2014                    EUR262,087.08
Market value of the portfolio on 05 June 2014based
on the last quoted price (EUR14.77)                            EUR264,973.80

(1) including 17,940 for market making, 0 for the free allocation of shares and
0 for retention and remittance in exchange or in payment in connection with
potential external growth transactions (within the limit of 5% of the share
capital).

                   Cumulative                       Open positions
                  gross flows                      at 24 April 2013
            Purchases       Sales /     Open purchases            Open sales
                          Transfers

Number of     149,995       173,838     Call      Forward     Call      Forward
securities                           options    purchases    options     sales
                                      bought                   sold

Maximum
average                                -          -            -           -
due date

Average
transaction   13.78            13.97
price (EUR)

Average
exercises
price (EUR)                            -          -            -           -

Total
(EUR)     2,066,286.72    2,429,897.12

The company did not use derivative products.

III - OBJECTIVES OF THE SHARE REPURCHASE PROGRAMME AND USE OF THE SHARES
PURCHASED

The objectives of this repurchase programme as defined in Resolutions 7 and 17
of the General Meeting of Shareholders of 30 April 2014 are classified by
decreasing order of priority (which bears no relation to the actual order of
implementation, which will be determined according to requirements and
opportunities), and concern the following situation:

* market making by means of a liquidity contract, in accordance with the code
  of ethics of the French Association of Investment Firms (AFEI), recognised
  by the Financial Markets Authority,

* grants of shares to employees subject to legal provisions,

* purchase for retention or remittance in exchange or in payment, in connection
  with potential external growth transactions (within the limit of 5% of the
  share capital)

* cancellation of shares

The shares bought and retained by Affine shall be deprived of voting rights and
will not confer dividend rights.

The Board of Directors will inform the shareholders at the Annual General
Meeting of the purchases and transfers of shares carried out in this way, as
well as the different objectives to which the shares acquired are allocated,
and, where appropriate, reallocated, in accordance with legal requirements.

IV - LEGAL FRAMEWORK

This program is in line with the provisions of Articles 241-1 to 241-5 of the
general regulations of the French Financial Markets Authority (AMF) and EC
Regulation 2273/2003 of 22 December 2003. It was approved by the Combined
General Meeting of Shareholders (Resolutions Nos. 7 and 17) of 30 April 2014.

The Board of Directors of 05 June 2014 decided to run this programme.

V - TERMS AND CONDITIONS

1) Maximum amount of the share capital that may be acquired, and maximum amount
payable by Affine

The maximum proportion of the share capital that Affine may acquire at any time
is limited to 10% of the share capital. Given that the company directly held
17,940 own shares at 05 June 2014, i.e. about 0.20% of the share capital, a
maximum of 885,456 shares may be bought back, i.e. 9.80% of the share capital,
unless the company sells or transfers the securities it already holds.

The maximum purchase price of each share is EUR30. The maximum amount of capital
that may be allocated to the share repurchase is EUR27,101,850.

In accordance with current legislation, the company undertakes not to hold,
directly or indirectly, more than 10% of the share capital

2) Repurchase procedure

The purchases, sales and transfers may be carried out using any methods
available on the market, or by mutual agreement, including transactions
concerning blocks of securities. It is stated that the resolution put to the
shareholders does not limit the proportion of the programme that can be carried
out by purchasing blocks of securities. The Board of Directors may choose to
carry out these transactions at any time, including during the public offering
of shares, within the limits allowed under stock market regulations. If
derivative products are used, the company shall make sure that it does not
increase the volatility of the security.

3) Programme duration and schedule

The share repurchase programme will end:

- either at the end of the General Meeting called to give a ruling on the
  financial statements for the financial year which ended on 31 December 2014,
  if the programme is ended by the General Meeting with immediate effect, for
  the unused part;

- or at the latest on 30 October 2015, at the end of the maximum period of 18
  months.

4) Financing of the repurchase programme

The repurchase programme will be funded by Affine's own resources.

VI - BREAKDOWN OF AFFINE'S CAPITAL

On 31 May 2014 Affine's share capital amounted to EUR53,300,000 divided into
9,033,959 shares without statement of their par value. Shares registered in the
name of the same shareholder for more than two years confer double voting
rights.

To the company's best knowledge, the breakdown of its capital at 30 April 2013
was as follows:

                  Breakdown of the capital         Breakdown of voting rights
                        Number of shares     %    Number of voting rights    %

Holdaffine BV                3,189,945    35.3                6,379,890    51.3
Float                        5,844,014    64.7                6,052,257    48.7
TOTAL                        9,033,959   100.0               12,432,147   100.0

This presentation and previous presentations are available on the company's
website (www.affine.fr).

ABOUT AFFINE GROUP

Affine is a property company specializing in commercial property. At the end of
2013 it owned 60 buildings with a total value of EUR627m, inclusive of taxes,
spread over a total floor area of 549,000 sqm. The company owns office
properties (54%), retail properties (21%), warehouses and industrial premises
(25%). Its assets are evenly divided between Ile-de-France (Paris region) and
other French regions.

Affine is also the reference shareholder (49.5%) of Banimmo, a Belgian property
repositioning company with operations in Belgium and France. At the end of 2013,
Banimmo had total assets of 19 office and commercial buildings, with a value of
EUR367m. Finally, it also has a 99.9%-owned subsidiary, Concerto European
Developer, specializing in logistics development operations.

Assets of the companies part of the group amount to EUR993m.

In 2003, Affine adopted French real estate investment trusts (SIIC) status.
Affine shares are listed on NYSE Euronext Paris (Ticker: IML FP / BTTP.PA; ISIN:
FR0000036105) and admitted to the deferred settlement service (long only). It is
represented in the CAC Mid&Small, SIIC IEIF and EPRA indices. Banimmo is also
listed on NYSE Euronext. www.affine.fr

CONTACT
INVESTOR RELATIONS
Frank Lutz
+33 (0)1 44 90 43 53 - frank.lutz@affine.fr

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