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Legal Disclaimer

The consolidated statement of financial position as of 1 January 2016 and 31 December 2016, the consolidated statement of income, statement of changes in equity and statement of cash flows for the year ended 31 December 2016 of BPI Real Estate Belgium SA (the “Company” and together with its subsidiaries, the “Group”) and some selective notes (the “Audited Condensed Consolidated Special Purpose Financial Statements”) and the interim consolidated financial statements of BPI Real Estate Belgium SA for the six months period 30 June 2017 which include a consolidated statement of financial position per 30 June 2017 (with comparatives per 31 December 2016) and a consolidated statement of income, statement of cash flows and statement of changes in equity for the si...
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Legal Disclaimer

The consolidated statement of financial position as of 1 January 2016 and 31 December 2016, the consolidated statement of income, statement of changes in equity and statement of cash flows for the year ended 31 December 2016 of BPI Real Estate Belgium SA (the “Company” and together with its subsidiaries, the “Group”) and some selective notes (the “Audited Condensed Consolidated Special Purpose Financial Statements”) and the interim consolidated financial statements of BPI Real Estate Belgium SA for the six months period 30 June 2017 which include a consolidated statement of financial position per 30 June 2017 (with comparatives per 31 December 2016) and a consolidated statement of income, statement of cash flows and statement of changes in equity for the six months period ended 30 June 2017 (with comparatives per 30 June 2016) and some notes (the “Unaudited Condensed Consolidated Special Purpose Interim Financial Statements”) was prepared for the purpose of the proposed issue and public offering of bonds of BPI Real Estate Belgium SA (the “Issuer”) for an amount currently estimated at 30.000.000 EUR (the “Issue”or the “Bonds”) upon request of the Issuer.

The independent auditor’s reports on the Audited Condensed Consolidated Special Purpose Financial Statements and the Unaudited Condensed Consolidated Special Purpose Interim Financial Statements (the “Reports”) were prepared under the terms and conditions of the specific arrangement letter dated 20 November 2017 (the “Arrangement Letter”) between the Issuer, Belfius Bank SA/NV and BNP Paribas Fortis NV/SA (the “Lead Managers”) and Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA (“Deloitte”). The Issuer and the Lead Managers are the “Addressees” of the Arrangement Letter. The Arrangement Letter specified that the Audited Condensed Consolidated Special Purpose Financial Statements and the Unaudited Condensed Consolidated Special Purpose Interim Financial Statements had to include a note summarising the significant accounting policies. Under the Arrangement Letter it was specified that the Audited Condensed Consolidated Special Purpose Financial Statements and the Unaudited Condensed Consolidated Special Purpose Interim Financial Statements do not include the necessary disclosures in order to provide a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU for the purpose of the bondholders of the Bonds.

These Reports are confidential and so the Issuer has sought Deloitte’s consent for the Report to be disclosed to you. This Reliance Letter determines the terms and conditions on which Deloitte will provide the Issuer with its consent to the disclosure of the Reports to you and on which Deloitte assumes a duty of care (“middelenverbintenis” – “obligation de moyen”) to you. For the avoidance of doubt, any restrictions on use and disclosure of the Reports or parts thereof do not apply to any confidential information, which is or comes into the public domain otherwise than by breach of any undertakings from this Reliance Letter or which was already known to you prior to the disclosure of the Reports or which is independently developed by you without using (the) confidential information or which is lawfully received and is to your knowledge free from any obligation of confidentiality and which Deloitte authorizes to be disclosed.

Although this letter is addressed to you, you acknowledge that Deloitte was not instructed by you and that the Reports were prepared on the basis of instructions received from the Addressees only and addresses issues solely from the Addressees’s perspective in connection with the Bonds. The Reports have been prepared solely at the direction of the Addressees and may not include all procedures. Consequently, the issues covered in the Reports and the emphasis placed upon them may not address or reflect the specific requirements, interests or circumstances of you. You should consider the extent to which the Reports meets your specific requirements and make any additional enquiries you consider necessary.

Deloitte has not carried out any work since the date of the Reports. The Reports do not incorporate the effects, if any, of events and circumstances which may have occurred or information which may have come to light subsequent to that date. Deloitte makes no representation as to whether, had Deloitte carried out such work, there would have been a material effect on the Reports. Further, Deloitte has no obligation to update, and Deloitte will not update, the Reports nor does Deloitte have any obligation to notify any party to whom Deloitte has assumed a contractual duty if any matters come to Deloitte’s attention which might affect the continuing validity of Deloitte’s comments or conclusions.

In signing this letter, you agree with the above and the following terms and conditions:

Deloitte’s aggregate liability to all parties that are or will be allowed to rely on the Reports (the Addressees and other third party beneficiaries, including you, included) is strictly limited to the maximum amount as determined in the Agreement (EUR 3 million);

the limitation reflected above will expressly, but not solely, apply to any liability deriving from any fault for which Deloitte Bedrijfsrevisoren BV ovve CVBA is liable, except in the event their liability results from a personal intentional fault (“faute intentionnelle” / “opzettelijke fout”) or a personal fraud; as a consequence, these limitations will expressly apply to any liability deriving from any other fault for which Deloitte is liable;

where it appears that two or more cases of damage result from the same fault committed by Deloitte, they will be deemed to constitute one single liability event, and therefore Deloitte’s liability thereon, will be limited to one time of the highest liability amount under any of the relevant engagements or Agreements;

unless otherwise mandatorily provided by law, in no event will Deloitte be liable for damage in respect of (a) loss of profit, goodwill, business opportunity or anticipated savings or benefits, (b) loss or corruption of data or (c) indirect or consequential loss or damage.

you will not disclose or make available the Reports to any other party and you will not copy, reproduce, recite or refer to the Report (in whole or in part) in any document except as required by legal or regulatory obligations. You acknowledge that, where you do so, a third party might bring, or threaten to bring, an action, proceeding or claim against Deloitte or other Deloitte Entities (as defined below);

other than for any inadvertent, accidental or mistaken use or disclosure of confidential information from the Reports provided that you have exercised the same precautions as a reasonable party would take to safeguard its own confidential information, you agree to indemnify and hold harmless Deloitte and/or the Deloitte entities against all actions, proceedings and claims brought or threatened against Deloitte and/or the Deloitte entities, and all loss, damage and expense (including legal expenses) relating thereto where such action, proceeding or claim has arisen out of your access to the Reports or results form or is connected with your failure to comply with the terms of this letter;

this consent to allow certain access to the Reports by you does not signify that Deloitte has been engaged by you, or that you have entered into a client relationship with Deloitte. Furthermore, Deloitte makes no representation as to the sufficiency of the Reports for your purpose;

The Audited Condensed Consolidated Special Purpose Financial Statements and the Unaudited Condensed Consolidated Special Purpose Interim Financial Statements as downloaded from this website, do not allow to have a true and fair view of the financial position and performance of the Group.

“Deloitte Entities” means Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its member firms and their respective subsidiaries and affiliates (including Deloitte), their predecessors, successors and assignees, and all partners, principals, members, owners, directors, employees, subcontractors and agents of all such entities. Neither DTTL nor, except as expressly provided herein, any member firm of DTTL has any liability for each other’s acts or omissions. Each member firm of DTTL is a separate and independent legal entity operating under the names “Deloitte”, “Deloitte & Touche”, “Deloitte Touche Tohmatsu” or other related names; and services are provided by member firms or their subsidiaries or affiliates and not by DTTL.

The Deloitte Entities may (individually or collectively) in their own right enforce the provisions of this agreement which refer to the Deloitte Entities.

Exclusively the laws of Belgium apply to this letter. The Courts of Belgium, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter.