Annual Report • Apr 5, 2023
Annual Report
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ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 529900DTKNXL0AXQFN28 2020-12-31 aed:ReserveForTreasurySharesMember 529900DTKNXL0AXQFN28 2020-12-31 aed:ReserveForActuarialGainsAndLossesOfDefinedBenefitPensionPlansMember 529900DTKNXL0AXQFN28 2020-12-31 aed:ReserveForDeferredTaxesOnInvestmentPropertiesLocatedAbroadMember 529900DTKNXL0AXQFN28 2020-12-31 ifrs-full:OtherReservesMember 529900DTKNXL0AXQFN28 2020-12-31 ifrs-full:RetainedEarningsMember 529900DTKNXL0AXQFN28 2020-12-31 aed:ReserveForShareOfNetIncomeAndOtherComprehensiveIncomeOfEquityMethodInvestMember 529900DTKNXL0AXQFN28 2020-12-31 aed:NetResultOfPeriodMember 529900DTKNXL0AXQFN28 2020-12-31 ifrs-full:NoncontrollingInterestsMember iso4217:EUR iso4217:EUR xbrli:shares Annual report 2022 Caring for quality of life Universal registration document Caring for quality of life This is Aedifica Strategy & value creation Business review Caring for quality of life As a developer and investor in healthcare real estate, Aedifica wants to offer buildings that are sustainable and futureproof without losing sight of what matters most to us: the end user’s quality of life. And that includes both the care client and the care staff. Our aim is to give people the space to receive care in the way they prefer and to make it as easy and pleasant as possible to provide that care. In our buildings, there are several aspects that contrib- ute to the quality of life of the user. So who better to talk about this than a few people who themselves live, work or maintain our buildings day in, day out? Jef, Sara, Martin, Saksia, Arto, Niko and Marloes explain it to you in their own words. Healthcare real estate, it seems, needs first and fore - most to be a safe home that offers people security and enables them to live as independently and with as much dignity as possible, giving them the space to ‘do their own thing’. The location, design and layout of the building have a major influence on this, but innovative technology also plays a key role. Reading the stories, I am also struck by how much our care properties are meeting places that create connections. Both between residents and care staff and with the local community in which the building is located. That sense of connection is vital for people's well-being. As a property owner, we contribute to this by offering concepts that respond to that social aspect. Pleasant communal living areas have an impact, but equally, opening up the care facility's restaurant can create engagement with the local community. These are just a few examples of how our expertise in healthcare real estate can make a difference to the residents of our buildings and the staff who work there. I would like to thank our seven experts by experience for bringing their stories here. I hope that through their stories you will get a better idea of the added value to society that we create at Aedifica. Stefaan Gielens, CEO Our aim is to give people the space to receive care in the way they prefer and to make it as easy as possible to provide that care. Stefaan Gielens, CEO – 1 – Corporate governance Risk factors Financial statements Additional information Growing old actively in a safe and secure environment Social cohesion has a very significant impact on the quality of life of residents, staff and the whole neighbourhood. Sara Van de Weyer, care home manager What is more wonderful than being able to do my own thing every day in a safe and homely environment? Jozef Lemmens, resident 2 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Jozef Lemmens (78), ‘just call me Jef’, is a happy man. That is the conclusion he draws involuntarily himself as a resident of the recently extended care home ‘tSpelthof in Lubbeek, Belgium. ‘I like being here, I have a room with a view to nature, I have people around me, I can do my chit-chat every day and I enjoy the good food.’ A new kitchen ‘I have a great life here,’ Jef says with a broad smile. ‘Every day starts with looking outside from my bed, at the green surroundings and the light coming in.’ After breakfast, Jef picks up the mail and carries it around while chatting with other residents. Then he checks his pluviometer and feeds old bread to the ducks in the pond. 'Since the renovation, we have our own kitchen, which is quite an improvement,' says Jef. The cook will later add that people have been eating more since then. Food is an important aspect for the residents: 'We even have a dining committee that has a say in the menu,' Jef reveals. 'The freshly prepared chicken soup is the speciality of the house.' Connection ‘Actually, every day here is exciting, there are always activities.’ Then Jef gets serious for a moment. ‘How would I describe what quality of life means to me? Being connected to people. Not being alone, that's already a lot. Homeliness and cosiness, that's what I like. And being able to grow old actively in a safe and secure environment, to move freely, to do my own thing and to enjoy myself for at least another 10 years.’ Comprehensive renovation project for enhanced well-being ‘The quality of life of the residents of a care home can improve significantly by smartly renovating the building and its surroundings.’ So says Sara Van de Weyer, the new manager of ‘t Spelthof, where she was head of care until recently. The renovation included upgrading the existing build- ing and expanding from 80 to 125 rooms, installing an in-house kitchen with freshly prepared rather than delivered meals, more outdoor terrace and more car parking. The new wing lets in plenty of light; in the old one, partition walls were removed and the rooms are larger. The fixed carpet has been replaced everywhere by a hygienic and easy-to-maintain linoleum on which service trolleys also roll much more easily. Sara Van de Weyer: ‘There are more lounges where people can meet, knit, read or watch TV. Restructuring per ward provides more storage space nearby, so less time is lost fetching linen or cleaning supplies. There are improved nursing stations and care staff can now use an interactive registration system to quickly tick off all care tasks in the room itself.’ Inclusiveness The care offer is becoming more varied. That is why Sara is working on a partnership with a nearby psy - chiatry service to offer that specialised care as well. For Sara, this is part of an increasingly inclusive social project. For instance, she also dreams of a restaurant where anyone can come and eat with the residents or order a meal to take home after a working day. In this way, the residential care home will also become a community hub. Sara: ‘Social cohesion has a very big impact on the quality of life of the residents, the staff and the whole neighbourhood.’ Sara Van de Weyer 't Spelthof - Binkom (BE) Corporate governance Risk factors Financial statements Additional information – 3 – Better quality of life thanks to renovation and technology The key contribution of infrastructure to the well- being of our residents is that it allows them to continue their habits while experiencing maximum freedom. Martin de Gier, care home manager Aedifica's expertise unburdened us in upgrading our building. This is well-being for the care staff, who can focus more on providing care to improve the quality of life of our residents. Saskia Gentenaar, caregiver 4 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Together, they have 43 years of experience on the counter, Martin de Gier as manager of the newly ren- ovated De Merenhoef care home in Maarssen, the Netherlands, and Saskia Gentenaar, formerly in charge of care planning, and now pharmacy manager. Comprehensive makeover In 2020, De Merenhoef was thoroughly renovated, resulting in a state-of-the-art care facility. ‘The building was adapted to all new legal obligations and made futureproof again, but we also had an eye for how our residents, caregivers and the neighbourhood can meet each other,’ says Martin de Gier. What did the care home’s makeover entail? More spa - cious rooms, but also larger bathrooms with higher toilets. And further: handholds, no more doorsteps, wider doors and, above all, more living rooms where people can meet in groups of ten. ‘Such a living room is a meeting place, but still small- scale, as it also has a kitchen that is used for the more intimate moment of dinner. Lunch is served for the residents in the large restaurant, where neighbourhood residents are also welcome,’ says Martin. ‘Also, our corridors are now air-conditioned and we now have our own physiotherapy room. Previously, residents had to go to town for that. We now also have our own pharmacy with emergency supplies.’ Smart home ‘The key contribution of infrastructure to the well-be- ing of our residents is that it allows them to continue their habits. We have an open building, where our people can move freely. That is important to feel good and free,’ Martin explains. ‘We are constantly looking for how to offer our residents as much au t- onomy and freedom as possible. That always requires customisation.’ Therefore, all residents are given a wristband with a personalised chip that indicates where residents can go according to their care needs. Should a person with dementia try to leave the build- ing, caregivers can intervene immediately. There are also smart sensors in the rooms that indicate during the night shift when someone falls out of bed. Eliminating worries to provide better care 'Our core mission is to care for and monitor the well-being of our residents,' says Saskia Gentenaar. ‘Aedifica's expertise unburdened us in upgrading the building so that we could continue to concentrate on what is important to us: providing quality care. Quick response in case of heating or lighting malfunctions that are identified via a remote monitoring system also takes worries out of our hands. So all we have to do is screw in new lights!’ Saskia calls this ‘well-being for care staff’. ‘This allows us to get more involved in providing care to improve our residents' quality of life.’ Resident of De Merenhoef De Merenhoef - Maarssen (NL) Corporate governance Risk factors Financial statements Additional information – 5 – Happy in a new home Being able to participate in numerous outdoor activities in the neighbourhood is a particularly important benefit for Arto. Irja en Veli-Pekka Vitikka, Arto’s parents Caring for quality of life This is Aedifica Strategy & value creation Business review 6 – Aedifica - Annual Report 2022 When people with care needs move to a residential care centre, they expect to find there - and rightfully so - a new home that allows them to live their lives as they want and are used to. In Malminkartano, near the Finn- ish capital Helsinki, Aedifica subsidiary Hoivatilat has built such a new home. In December 2022, it opened Tukena Tähtiomena, a new service community for the elderly, children and people with a disability. A new yet familiar place One of the first residents is 32-year-old Arto Vitikka. He moved to Malminkartano from another group home. When Arto could finally move in, a broad smile appeared on his face, clearly showing the enthusiasm that he himself could not express in words. Both the interior design of his own room and the com - munal areas met with approval. Arto enjoyed moving to a brand-new room in a stylish building where other young people also live. His own cosy living space, well-equipped and spacious, which also offers his own homely kitchen, which Arto did not have before. Moreover, while there is enough privacy, there are also sufficient facilities for the young people to seek each other's company if they wish. The space was designed so that residents can shape their lives as much as possible as they are used to, according to their own tastes and habits. Arto's new home is located in familiar surroundings. He has grown up in Malminkartano since he was 10, and nearby Piianpuisto was his favourite place to play. His parents now live just a few kilometres away, making it easy for them to surprise Arto with visits and pastries. Being able to do his own thing Hiking is Arto's greatest passion. He also receives a lot of encouragement from his new home to keep busy with his familiar hobbies: nature club and music school. Being able to participate in numerous out- door activities in the neighbourhood is a particularly important benefit for him. As such, high-quality care is combined with an independent and fulfilling life in a safe and protected environment. Smart technology Innovative technological tools enable residents to live as independently as possible, but also provide support in terms of safety, mobility and communi- cation. For example, while respecting privacy, the cloud-based remote control room reports residents' follow-up alerts 24/7 and regulates ventilation, heat - ing, lighting, etc. This means residents and care staff do not have to worry about these issues. ‘Safety and comfort are key, and with this we make the daily lives of residents and tenants, as well as property maintenance easier and more enjoyable,’ says Niko Myntinnen, who has been Asset Manager at the Finnish Hoivatilat team since 2017. Safety and comfort are key, making the daily lives of care home residents and tenants, as well as property maintenance easier and more enjoyable. Niko Myntinnen, asset manager Niko Myntinnen Arto and his parents – 7 – Corporate governance Risk factors Financial statements Additional information Aedifica's expertise benefits our tenants Residents of care facilities need to feel at home, they want to retain control over their lives and receive support when needed. Creating the ideal framework for this through tailored buildings is Aedifica's core business. Marloes Kampinga, asset manager Caring for quality of life This is Aedifica Strategy & value creation Business review 8 – Aedifica - Annual Report 2022 How does healthcare real estate contribute to maximis- ing quality of life for residents and increasing well-being and efficiency for care staff? Or as Marloes Kampinga, Asset Manager of Aedifica’s building portfolio in the Netherlands, puts it more sharply: ‘What do our tenants need to provide quality care and quality of life to their residents?’ Residents of care facilities need to feel at home, they want to retain control over their lives and receive sup - port when needed. Creating the ideal framework for this through tailored buildings is Aedifica's core business. Experience and expertise ‘Aedifica contributes a lot during the construction and development process,’ says Marloes. ‘Thanks to our experience and expertise and our long-term relation - ships with various tenants, we know what works well and what does not. We can share that knowledge with tenants for whom it is the first (new construction) site or with tenants who are experts in care but not in real estate.’ Some examples Marloes puts it more concretely. ‘For example, we have suggested tenants to install awnings, which would make indoor spaces cooler and bring down air-con- ditioning costs.’ Sometimes small details can also make a big difference: ‘Black toilet seats are highly visible and recognisable for people with impaired vision or with cognitive problems such as dementia. This makes it easier to estimate the distance to the toilet, for example. Contrast offers help, we learned from a tenant.’ ‘The shower tap is better not placed under the shower head,’ Marloes continues. ‘A nurse is often the one who operates the shower tap. If the tap then hangs under the shower head, the nurse will also get wet while washing or showering, which of course cannot be the intention. These nuances promote the well-being of everyone living and working in the care facility.’ Marloes cites another example of welcome expertise: ‘The size of the bathroom and the slope in the bath- room should be tailored to suit the care-dependent user. After all, an elderly person with dementia show- ers differently. The exact size and the right slope, together with the correct positioning of the shower, as far away from the door as possible, will prevent the whole bathroom from getting wet and slippery.’ Profitability Profitability is also brought up. After all, it is an advan- tage for both Aedifica and the tenant to check whether figures are comparable with the benchmarks Aedifica has from its portfolio. This allows the tenant's busi- ness model and financials to be monitored. This kind of expertise is especially important in a start-up period when occupancy still needs to be built up. ‘Not only do our buildings have to be futureproof, we equally strive for futureproof relationships with our tenants. That benefits everyone,’ Marloes argues. Villa Horst en Berg - Soest (NL) Villa Horst en Berg - Soest (NL) – 9 – Corporate governance Risk factors Financial statements Additional information Contents Caring for quality of life 01 Introduction by CEO 02 Four stories on how Aedifica improves its residents’ quality of life 12 This is Aedifica 14 Profile 16 Letter to the stakeholders 18 2022 20 Highlights 22 Key figures 24 Strategy & value creation 26 How we create value 30 Our approach to corporate social responsibility Caring for quality of life This is Aedifica Strategy & value creation Business review 34 Business review 36 Portfolio 38 Our portfolio 50 Tackling climate change 56 Partners 57 Key stakeholders 59 Strengthening relationships 66 Organisation 66 Our team 68 Making our people thrive 74 Ethics, compliance and integrity 76 Financial review 78 Financial performance 91 Outlook for 2023 92 Stock market performance 96 Corporate governance statement 128 Risk factors 140 Financial statements 142 Consolidated financial statements 198 Abridged statutory financial statements 206 Additional information 208 Reporting according to EPRA BPR standards 222 Summary of investment properties 233 External verification 243 Standing documents 261 EPRA sBPR content table 262 GRI content index 265 Statements 267 Glossary – 11 – Corporate governance Risk factors Financial statements Additional information This is Aedifica Heerenhage - Heerenveen (NL) Caring for quality of life This is Aedifica Strategy & value creation Business review 12 – Aedifica - Annual Report 2022 For more than fifteen years, Aedifica has been building the healthcare real estate of the future. Thanks to our successful strategy, our real estate portfolio has grown by an average of 23% annually to €5.7 billion. In 2022, we again lived up to our ambitions as international reference player by implementing a sizeable number of new investments and completing 40 development projects. The fact that Aedifica's recipe continues to appeal to investors – despite a volatile macroeconomic environment – was reflected in several successful capital increases and by the reaffirmation of S&P’s investment-grade credit rating. €310m raised on capital markets 8 countries across Europe >€800m new investments made & projects announced 40 development projects completed – 13 – Corporate governance Risk factors Financial statements Additional information Profile Housing with care Our tagline says it all. Aedifica is a Belgian listed company that is specialised in offering innovative and sustainable real estate concepts to our care operators and their residents across Europe, focusing in particular on housing for elderly people with care needs. Social sustainability is a fundamental driving force for us: we want to create added value for society at large by developing innovative real estate concepts that are tailored to the needs of residents and that improve their quality of life. We don’t just invest in properties, we invest in society. We aim to offer our shareholders a reliable real estate investment with an attractive return based on the successful strategy we developed throughout the past 17 years: combining a high-quality diverse portfolio that generates recurring and indexed rental income with industry leading long-term partners and an experienced team. Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). Since 2020, Aedifica has been part of the BEL 20, the leading share index of Euronext Brussels. The share is also part of the new BEL ESG index, which tracks companies that perform best on ESG criteria. 2005 � Founding of Aedifica � Portfolio of apartments & hotels 2012 � €100m raised on capital markets 2015 � €150m raised on capital markets 2006 � Listing on Euronext Brussels � First investments in healthcare real estate 2013 � First investments in Germany 2016 � First investments in the Netherlands 14 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Why invest? 2017 � €220m raised on capital markets 2020 � First investment in Finland & Sweden: public bid on Hoivatilat Oyj � €710m raised on capital markets � Entry in BEL20 share index 2022 � €310m raised on capital markets � Launch of net zero carbon pathway 2019 � First investments in the United Kingdom � Secondary listing on Euronext Amsterdam � €420m raised on capital markets � Pure-play healthcare REIT: divestment of apartments & hotels 2021 � First investments in Ireland & Spain � €330m raised on capital markets � €500m sustainability bond 2023 � Entry in BEL ESG index Fair value of portfolio showing resilience Solid underlying demographic trends > p47 Strong track record in investment, equity & debt financing 19 years weighted average lease term > p40 Increasing dividend > p94 Pure-play Healthcare REIT in Europe Long-term growth potential – 15 – Corporate governance Risk factors Financial statements Additional information Letter to the stakeholders Stefaan Gielens Chief Executive Officer Serge Wibaut Chairman of the Board of Directors Aedifica's ability to deliver these results demonstrates the resilience of the healthcare real estate sector, which will continue to need additional capacity in the years to come due to the ageing European population. Caring for quality of life This is Aedifica Strategy & value creation Business review 16 – Aedifica - Annual Report 2022 Dear stakeholder, In 2022, Aedifica demonstrated that it continues to live up to its ambitions as a leading European healthcare real estate investor. With a series of investments in the first half of the year, Aedifica again achieved its investment targets. As the investment climate changed in the second half of the year due to rising interest costs and high inflation, the Group focused on the strength of its balance sheet, execution of its investment programme and portfolio man- agement. As a result, Aedifica – despite the volatile macroeconomic environment – once again posted sound results. In addition, Aed- ifica has also further ramped up its corporate social responsibility (CSR) efforts. Aedifica's ability to deliver these results demonstrates the resil- ience of the healthcare real estate sector, which will continue to need additional capacity in the years to come due to the ageing European population. Investments across europe Throughout the year, the Group carried out investments and announced new projects across Europe for approx. €803 million in 57 care properties. Nearly two-thirds of that amount was invested in the UK and Ireland. In Ireland, Aedifica has built a portfolio of almost €300 million in less than two years after its first investments. Upon completion of the development projects, it will exceed €450 million. In Finland, where Aedifica operates as a developer through Hoiva- tilat, development activities continued successfully with approx. €100 million in new projects announced during the year, two-thirds of which will be realised with public tenants. Furthermore, a total of 40 projects from the investment programme amounting to approx. €295 million were completed. All the investments carried out in 2022 have increased Aedifi- ca’s real estate portfolio to 622 sites with a capacity of nearly 35,600residents and over 11,500 children. The fair value of the real estate portfolio increased by approx. €807 million (+16%) to €5,704million (compared to €4,896 million at the beginning of the financial year). In addition, as of 31 December 2022, the Group has a total investment programme in pre-let development projects and acquisitions in progress of approx. €671 million. Considering this investment programme, Aedifica’s total portfolio is expected to cross the €6 billion mark soon. Defensive financial profile Despite the volatile macroeconomic environment, Aedifica boasts a healthy balance sheet. The market’s confidence in the Group’s strategy was reflected not only in the fact that it successfully raised nearly €310 million in equity, but also in S&P’s reaffirmation of its BBB investment-grade credit rating with a stable outlook. As at 31 December 2022, Aedifica’s consolidated debt-to-assets ratio amounted to 43.6%. Moreover, financial resources were strength - ened during 2022 by contracting approx. €516 million in new long- term bank financing. With its strong balance sheet and ability to raise capital, Aedifica has the resources to meet the challenges of the new financial year. Sound results Aedifica has not only focused on investment and growth, but also on managing its existing real estate assets. The result of this effort in 2022 is reflected in an excellent rental income of €273.1 million (€232.1 million a year earlier, an increase of approx. 18%). The EPRA Earnings are above budget and amount to €181.4 million (€151.5 million a year earlier, an increase of approx. 20%), i.e. €4.76 per share. Aedifica’s total profit amounts to €331.8 million. Aedifica demonstrated its ability to grow while maintaining a strong focus on financial performance through an increase in earnings per share and a sound debt-to-assets ratio. Based on these results, Aedifica’s Board of Directors will propose to the Annual General Meeting on 9 May 2023 a gross dividend of €3.70 per share. Aedifica owes these excellent results for the past financial year to the enthusiasm, competence and commitment of all its employees. The Board of Directors would therefore sincerely like to congratu- late and thank the Aedifica team for its contribution to the Group’s development. Putting sustainability into practice Aedifica focuses on sustainability and puts its objectives into practice by investing in the (re)development and renovation of care properties (e.g. nearly zero-energy buildings in Ireland, Germany and the Netherlands). In addition, the Group initiated updating its leases with green annexes and quality of care commitments. Aed - ifica’s ambitious CSR approach is on the right track, as evidenced by the share's recent inclusion in the new BEL ESG index and excellent scores from various ESG assessments. The GRESB score and MSCI rating as well as the Sustainalytics Risk Rating continued to improve, while the Group’s CSR Report was awarded an EPRA sBPR Gold Award for the third year in a row. Moreover, with 59% of new bank financing contracted in 2022 linked to sustainability KPIs, Aedifica underlines its wish to integrate ESG criteria into its financial policy. Future growth Benefitting from strong fundamental tailwinds such as the ageing European population and the increasing need for futureproof care properties, healthcare real estate will remain an attractive invest - ment category in the years to come. However, we expect 2023 to be more of a transition year in which a new balance needs to be found between investment market and operator expectations on the one hand and increased financing costs on the other. This is likely to translate into a slower investment pace as the Group will focus primarily on executing its committed pipeline while maintain- ing a strong balance sheet and a debt-to-assets ratio of approx. 45%. Nevertheless, Aedifica will continue to build a portfolio of high-quality buildings offering attractive net returns and further strengthen its position as a European market reference in listed healthcare real estate. For the 2023 financial year, EPRA Earnings are expected to amount to €5.03 per share. The Board of Directors anticipates a 3% increase in the gross dividend to €3.80 per share. – 17 – Corporate governance Risk factors Financial statements Additional information Germany 103 sites 10,500 residents 597,300m² €1,198m fair value €138m in pipeline 22 years WAULT 1 5.1% gross yield 2 Sweden 23 sites 140 residents & 600children 17,300m² €77m fair value €29m in pipeline 12 years WAULT 1 5.0% gross yield 2 Belgium 85 sites >8,800 residents 541,500m² €1,299m fair value €65m in pipeline 20 years WAULT 1 5.5% gross yield 2 Finland 203 sites 3,500 residents & 10,900 children 257,400m² €985m fair value €94m in pipeline 12 years WAULT 1 5.3% gross yield 2 Netherlands 75 sites 3,300 residents 355,400m² €640m fair value €37m in pipeline 17 years WAULT 1 5.6% gross yield 2 Ireland 18 sites >1,900 residents 96,800m² €289m fair value €164m in pipeline 24 years WAULT 1 5.3% gross yield 2 United Kingdom 3 114 sites 7,300 residents 328,600m² €960m fair value €130m in pipeline 22 years WAU LT 1 6.4% gross yield 2 Spain 1 site under construction 160 residents 8,400m² €1.5m fair value €14m in pipeline 30 years WAULT 1 2022 18 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review * Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on the guidelines issued by the ESMA. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of its results and performance. The APMs used in this Annual Financial Report are identified with an asterisk (). Performance measures defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in Note 44 of the Consolidated Financial Statements. 1. Weighted average unexpired lease term. 2. Based on the fair value (re-assessed every three months). For healthcare real estate, gross yield and net yield are generally equal (‘triple net’ contracts) with operating charges, maintenance costs and rents on empty spaces related to the operations generally being supported by the operator in Belgium, the United Kingdom, Ireland, Spain and (often) the Netherlands. In Germany, Finland and Sweden (and the Netherlands, in some cases), the net yield is generally lower than the gross yield, with certain charges remaining the responsibility of the owner, such as the repair and maintenance of the roof, structure and facades of the building (‘double net’ contacts). 3. To keep Aedifica's reporting simple, properties in the Channel Islands and Isle of Man are presented under the UK portfolio. 4. Fair value of marketable investment properties including assets classified as held for sale and rights of use related to plots of land held in ‘leasehold’ in accordance with IFRS 16. 622 sites (+35) 121 employees € 181m EPRA earnings (+20%) 43.6% debt-to-assets ratio 7.5x interest cover ratio BBB with stable outlook S&P credit rating reaffirmed 45 women €4.76/share EPRA earnings >11,500 children 11 nationalities Aedifica Academy rolled out across the Group 20 training hours average peremployee (+14%) 41 years average age €60,000 in charity donations 76 men € 3.70/share grossdividend (+9%) Our portfolio Our team Financials Corporate Social Responsibility €671m in pipeline 35,600 residents (+2,900) 2,203,000m² (+172,000 m²) € 5,519m fair value 4 (+€775m) 5.5% gross yield 2 100% occupancy rate € 273m rental income (+18% YoY & +4.2% LfL) 34% sustainable financing 2022 Environmental Data Report to be published in June 2023 € 667m headroom on credit facilities 19 years WAULT 1 – 19 – Corporate governance Risk factors Financial statements Additional information 2022 highlights Nearly €310 million raised on capital markets Despite the volatile macroeconomic environment, Aedifica completed one capital increase in cash and two capital increases by contribution in kind, raising approx. €309 million and confirming the market’s confidence in our strategy. page 85 Aedifica is a ‘Great Place to Work’ For the second year in a row, Aedifica conducted an employee survey in collaboration with Great Place to Work. Following the survey and an in-depth analysis of the company’s culture, Aedifica was once again recognised as a ‘Great Workplace’, allowing it to carry the Great Place to Work® Certified label in 2023 as well. In a separate survey, our Finnish Hoivatilat team was also awarded the label. page 68 Finance People Green lease agreements Committed to improve the environmental performance of its portfolio and attaining net zero emissions by 2050, Aedifica had developed a green lease annex that will be implemented in each of the countries in which Aedifica operates. It is the basis for the exchange of consumption data and best practices and also provides recommen- dations on improving the environmental performance of buildings. page 60 ESG Portfolio €803m in new investments & projects in 57 sites 40 projects of the investment programme completed totalling €295 million pages 78-81 20 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review First Community Days organised in Belgium In Belgium, Community Days were organised for the first time, giving employees the opportunity to volunteer for one day in one of our care homes. The concept met with great enthusiasm from the team and will therefore be further rolled out to our teams in other countries in 2023. page 63 People Portfolio Irish portfolio increases to nearly €300 million A third of all the investments we announced last year tar - geted Ireland. By the end of 2022, less than two years after our first investments there, Aedifica's Irish port- folio was already close to €300 million. Upon comple- tion of all ongoing develop- ment projects, it will exceed €450 million. page 38 ESG Sustainability bond wins award and is included in Bloomberg MSCI Green Bond Index In September 2021, Aedifica successfully issued a €500 million Sustainability Bond, connecting its CSR ambitions with its financ- ing strategy. In 2022, our bond was included in the Bloomberg MSCI Green Bond Index, which offers investors an objective measure for fixed income securities issued to fund projects with direct environmental benefits. In addition, the bond won the award for ‘Sus- tainability bond of the year – corporate’ at the 2022 Environmental Finance Bond Awards, where it was praised for its clear environmen- tal and social impact on a sector that is more important than ever before. page 84 ESG Inclusion in BEL ESG index & improvement of all ESG ratings Aedifica’s ambitious CSR approach is on the right track, as evidenced by the share's recent inclusion in the new BEL ESG index and excellent scores from various ESG assessments. In 2022, the GRESB score and MSCI rating increased, while the Sustainalytics Risk Rating continued to decrease and the Group’s CSR Report was awarded an EPRA sBPR Gold Award for the third year in a row. page 33 – 21 – Corporate governance Risk factors Financial statements Additional information 2022 key figures +18% rental income y/y +20% EPRA earnings y/y Investment properties (x €1,000) 31/12/2022 31/12/2021 Marketable investment properties in fair value incl. assets classified as held for sale 5,519,439 4,744,468 Development projects 184,295 151,954 Total of investment properties in fair value incl. assets classified as held for sale 5,703,734 4,896,422 Consolidated income statement – analytical format (x €1,000) 31/12/2022 31/12/2021 Rental income 273,132 232,118 Rental-related charges -1,589 -686 Net rental income 271,543 231,432 Operating charges -41,869 -38,105 Operating result before result on portfolio 229,674 193,327 EBIT margin (%) 84.6% 83.5% Financial result excl. changes in fair value -36,239 -32,162 Corporate tax -11,970 -9,718 Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings 362 360 Non-controlling interests in respect of EPRA Earnings -441 -328 EPRA Earnings (owners of the parent) 181,386 151,479 Denominator (IAS 33) 38,113,384 34,789,526 EPRA Earnings (owners of the parent) per share (€/share) 4.76 4.35 EPRA Earnings 181,386 151,479 Changes in fair value of financial assets and liabilities 123,242 14,813 Changes in fair value of investment properties 84,877 160,211 Gains and losses on disposals of investment properties 787 534 Tax on profits or losses on disposals 0 -559 Goodwill impairment -18,103 -3,540 Deferred taxes in respect of EPRA adjustments -42,705 -46,452 Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above 1,806 6,011 Non-controlling interests in respect of the above 488 -673 Roundings 0 0 Profit (owners of the parent) 331,778 281,824 Denominator (IAS 33) 38,113,384 34,789,526 Earnings per share (owners of the parent - IAS 33 - €/share) 8.71 8.10 22 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Net asset value per share (in €) 31/12/2022 31/12/2021 Net asset value after deduction of the 2021 dividend 1 , excl. changes in fair value of hedging instruments 79.38 74.09 Effect of the changes in fair value of hedging instruments 2.98 -0.75 Net asset value after deduction of the 2021 dividend 1 82.37 73.34 Number of shares outstanding (excl. treasury shares) 39,854,966 36,308,157 Consolidated balance sheet (x €1,000) 31/12/2022 31/12/2021 Investment properties including assets classified as held for sale 5,703,734 4,896,422 Other assets included in debt-to-assets ratio 258,587 258,725 Other assets 123,219 6,720 Total assets 6,085,540 5,161,867 Equity Equity excl. changes in fair value of hedging instruments 3,163,877 2,808,488 Effect of the changes in fair value of hedging instruments 118,908 -27,317 Non-controlling interests 6,564 4,226 Equity 3,289,349 2,785,397 Liabilities included in debt-to-assets ratio 2,601,509 2,197,131 Other liabilities 194,682 179,339 Total equity and liabilities 6,085,540 5,161,867 Debt-to-assets ratio (%) 43.6% 42.6% Key performance indicators according to the EPRA principles 2 31/12/2022 31/12/2021 EPRA Earnings (in €/share) 4.76 4.35 EPRA NRV (in €/share) 91.74 85.10 EPRA NTA (in €/share) 79.71 72.78 EPRA NDV (in €/share) 83.92 69.08 EPRA Net Initial Yield (NIY) (in %) 4.9% 4.9% EPRA Topped-up NIY (in %) 5.1% 5.1% EPRA Vacancy Rate (in %) 0.4% 0.5% EPRA Cost Ratio (including direct vacancy costs) (in %) 15.9% 16.7% EPRA Cost Ratio (excluding direct vacancy costs) (in %) 15.9% 16.7% EPRA LTV (in %) 43.4% 42.8% 1. See Note 44.7. 2. See page 208 for more information on EPRA key performance indicators. – 23 – Corporate governance Risk factors Financial statements Additional information Strategy & value creation Loughshinny Nursing Home - County Dublin (IE) Caring for quality of life This is Aedifica Strategy & value creation Business review 24 – Aedifica - Annual Report 2022 As an investor and developer, Aedifica specialises in innovative and sustainable real estate that meets the needs of care operators and their clients across Europe, focusing in particular on housing for elderly people with high care needs. We do not just invest in properties, we want to create value for society. Through our buildings, we aim to improve the quality of life of their users and reduce their impact on the environment. Our tailored real estate solutions help our tenants succeed. We make our people thrive by offering them a healthy and inclusive workplace. Our portfolio's rental income provides stable returns for investors. Thanks to our successful strategy over the past seventeen years, Aedifica has established itself as a market reference in listed healthcare real estate in Europe. And we are not done yet. – 25 – Corporate governance Risk factors Financial statements Additional information How we create value Ageing population Europe's population is ageing, driving the need for specific healthcare real estate. Urbanisation Europe continues to urbanise, creating demand for integrated healthcare real estate concepts with a variety of services. Consolidation Private and public care providers increasingly rely on private investors to fund their healthcare real estate infrastructure as they are further expanding or adapting their activities. Public funding European governments continue to finance the care needs of their populations with public funds. ResourcesTrends Our purpose We want to provide sustainable and innovative healthcare real estate that improves the quality of life of the people that live and work in our buildings by putting them centre stage and giving them the space to receive the care they need in the way they prefer. Strategy Our focus Capitalising on demographic trends and long-term partnerships with our operators, we focus on building a high- quality European healthcare real estate portfolio and understanding the long-term care and housing needs of the ageing population. Portfolio � Well-located plots of land � Quality buildings � Pre-let development pipeline Partners � Operators � Developers � Communities Organisation � Diverse, motivated and collaborative team � Expertise and knowledge developed over 17 years � Transparent, ethical and sound governance Financial strength � Strong balance sheet � Diverse sources of financing � BBB investment-grade credit rating with stable outlook (S&P) � Easy access to capital markets 26 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review To create sustainable value for our stakeholders and society at large, we buy, develop and manage healthcare real estate, drawing on resources such as our portfolio, our partnerships, our organisation and our financial strength. Futureproof care properties across Europe � By investing in sustainable and energy-efficient buildings, we contribute to a carbon-neutral society. � The design and facilities of our care properties improve the quality of life of their users. � Addressing society’s changing concepts of living, our buildings create thriving communities centred around care. Strong partnerships with key stakeholders Through our long-term partnerships with operators, suppliers and local authorities, we create a solid foundation to fulfil our company’s purpose and pursue continued growth. Thriving work environment We create a healthy, diverse and inclusive environment which enables our people to thrive and achieve their potential. Solid and stable returns for investors Our portfolio generates predictable long-term revenues, offering attractive opportunities for current and future investors. The value we create 35,600 residents >11,500 children 622 properties 19 years WAULT >150 operator groups 121 employees € 273m rental income € 3.70 gross dividend/share Our activities � Acquiring & developing � Diversifying � Improving � Strengthening � Caring page 29 – 27 – Corporate governance Risk factors Financial statements Additional information Our purpose We want to provide sustainable and innova- tive healthcare real estate that improves the quality of life of the people that live and work in our buildings by putting them centre stage and giving them the space to receive the care they need in the way they prefer. Our focus Capitalising on demographic trends and long-term partnerships with our opera - tors, we focus on building a high-quality European healthcare real estate port - folio and understanding the long-term care and housing needs of the ageing population. Strategy 28 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Our activities Acquiring & developing � We invest in buildings that we lease to care providers. � We develop high-quality sustainable real estate, either with our own local team in Finland or through partnerships with dedicated developers and operators in other countries. In-house development gives us the flexibility to deliver tailored real estate concepts with multiple (healthcare) services to meet the needs of our tenants and their clients. � We always pursue value accretive acquisitions and developments while paying constant attention to ESG standards. Diversifying � By diversifying the building types within our portfolio and even combining types of care within a single campus, we cater in a flexible way to society’s changing needs. � Geographical diversification prevents over-reliance on a specific care con - cept or single social security system and enables further diversification of our tenant base. � By diversifying our tenant base, we also diversify our income streams and mitigate risks related to a specific operator. Improving � Committing to achieve net zero emissions for our entire portfolio by 2050, we invest in upgrading our existing buildings to minimise the carbon foot - print and environmental risks while also reducing our operators’ costs. � In addition to environmental upgrades, we also optimise internal comfort to improve the quality of life of our properties’ users, making our portfolio truly futureproof. Strengthening � Building and strengthening relationships with our operators and communi- ties is essential to creating long-term sustainable value. It helps us under- stand the needs we need to cater to, so we can provide them tailored real estate solutions that help them succeed thereby growing our income and creating value for society. Caring � By taking good care of our employees, we enable and motivate them in their work to fulfil our company’s purpose. We actively pay attention to the health and well-being of our employees and their families. We invest in the per - sonal development of our staff by offering trainings. In providing a healthy place to work and an attractive remuneration package, we attract and retain the best talent in the industry. – 29 – Corporate governance Risk factors Financial statements Additional information Aedifica creates value for its stakeholders and society at large in a sustainable way. Corporate Social Responsibility is therefore an integral part of our strategy. To structure and maximise our Corporate Social Responsibility efforts, we established a CSR framework in 2021 based on a materiality analysis. We paired a number of ambitious goals to that framework, so that we can make targeted progress and commu- nicate about it in an insightful way. Moreover, with these targets, Aedifica is also contributing to the United Nations Sustainable Development Goals (SDGs). Our material issues For the revision of our CSR framework in 2021, Aedifica conducted a materiality assessment that included a peer review, interviews with internal and external stakeholders and an online survey. The results are shown in the materiality matrix, with the most material topics plotted on the top right. Our sustainability efforts in the coming years will primarily focus on these topics. Based on this matrix, we have updated our CSR framework and set new goals for the future, assuming our responsibility and responding as much as possible to the issues of interest to the Group. The topics that are not in the top right of the matrix are relevant to our industry but are considered less material to Aedifica in the coming years. This does not mean that we are not interested in these topics or that we will not focus on them or communicate about them. It just means that Aedifica's efforts on these topics will have less impact on our day-to-day activities. The ‘Business review’ chapter of this annual report provides more details regarding the 2022 performance on the most material topics. In June 2023, we will also publish a report with additional environmental performance data. Portfolio b Building certifications c Climate change adaptation d Life-cycle assessments (LCA) f Biodiversity h Carbon neutral portfolio p Invest in research and development q Access to (green) finance u Compliance with (local) changing building regulations Organisation a Carbon neutral organisation j Talent development and training in the workplace k Diversity and equal opportunities l Health and well-being employees r Ethics, compliance and integrity t Data protection and cyber security Partners e Provide sustainable mobility solutions g Efficient operations by operators i Engage with operators to reduce environmental impact m Operators’ satisfaction, service quality n Health, safety and well-being at asset level o Provide quality healthcare services for society s Sustainable procurement EXTERNAL STAKEHOLDERS IMPACT low low medium medium high high INTERNAL STAKEHOLDERS IMPACT n s p k q t o j l m u r i e f a c b g h d Our approach to Corporate Social Responsibility 30 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Our CSR framework Following our 2021 materiality review, we updated our CSR frame- work to enable us to work towards our Company’s purpose and address our key CSR topics. Our CSR framework helps us make sustainability part of everything we do and focus on the issues where we can have the greatest impact. Our Corporate Social Responsibility Framework is focused on three main areas: reducing our environmental footprint, strengthening our stakeholder relationships and continuing to be an attractive organisation that makes its people thrive. Portfolio Reducing environmental impact, operational costs and risks Partners Strengthening relationships within the healthcare real estate sector Organisation Being a leader in the healthcare real estate sector • Measuring and reducing environmental impact • Minimising risks (safety, technical, materials, etc.) • Complying with (future) building regulations • Optimising internal comfort • Stimulating eco-efficient investments by operators and/or third parties • Meeting the needs of future senior housing • Optimising relationships with operators • Sharing knowledge in the healthcare sector concerning sustain- able real estate • Connecting with our communities and better understanding the needs of clients and operators • Being the leading healthcare real estate investor in Europe that cares about its residents • Investing in the training and development of our team • Running a robust health & well-being programme • Remaining attractive for future healthcare real estate experts • Providing a work environment for a diverse workforce • Meeting ethical standards at its core foundation • Having governance policies and procedures in place – 31 – Corporate governance Risk factors Financial statements Additional information Our CSR goals Following the materiality assessment and the update of our CSR framework in 2021, we have revamped our action plan and com - mitted ourselves to more ambitious CSR goals. These goals allow us to focus our efforts on reducing our environmental impact, and work with key stakeholders (such as employees, shareholders, residents, etc.) to achieve these targets, while maintaining respon- sible business practices. In the Business Review chapters, you can track how far we have progressed in achieving these objectives. Goals Actions taken in 2022 Status Portfolio Achieving net zero emissions for our real estate portfolio by 2050 Portfolio evaluation using CRREM and interim target set for 2030 (long-term targets were set for the Executive Committee). on track Applying Building Assessment (BA) strategy to 100% of our properties in operation by 2025 A group-wide platform was implemented to support compliance assessment. on track Conducting a climate change risk assessment in 2023 Process description of climate change risk assessment developed and climate change data provider selected. on track Partners Increasing the response rate of operators participating in engagement survey Operator engagement survey planned for 2023. planned Implementing a green awareness programme for tenants The green lease annex was added to both newly signed and several existing leases. ongoing Organising Operator Days in each region every three years Operator Days organised in the UK and Belgium. ongoing Organising annual Community Days for employees Community Days organised in Belgium. 44employees performed 189 hours of community support in 2022. Organisation Rolling out Aedifica Academy in all regions Aedifica Academy launched in all countries 2,020 hours of training offered to employees. Organising an annual employee satisfaction survey With a participation rate of 92%, 82% of employees were proud to work for Aedifica and almost 9 in 10 would recommend it as a great place to work. Mandatory annual ethics training for employees 100% of employees have received ethics training. Implementing a health & well-being programme for employees Initiatives to improve communication, social cohesion and employee engagement. ongoing UN Global Compact In addition to its public commitment to the SDGs, Aedifica has endorsed the UN Global Compact, the UN corporate social responsi - bility initiative, and its principles in the areas of human rights, labour, environment and anti-corruption. Aedifica is not subject to the Non-Financial Reporting Directive and is also not yet sub - ject to the Corporate Sustainability Reporting Directive (CSRD) or EU Taxonomy. However, for several years Aedifica has already con- ceived its Annual Financial Report as a report in which it does not only report on financial information but also on non-financial information. In the 2022 Annual Financial Report Aedifica takes one further step towards a fully integrated report by also integrating our CSR Report. Aedifica will thus no longer publish a separate CSR Report, but only an Environ- mental Data Report in June 2023 providing an update of our environmental performance, including KPIs. 32 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Aedifica & the SDGs The United Nations Sustainable Development Goals are considered a blueprint for a better and more sustainable future for us all. The SDGs cover a wide range of sustainable issues such as poverty, health, education, climate change, and environmental degradation, and are a call to action for governments, organisations, and civil society. Aedifica uses the SDGs as an overarching framework to shape its CSR strategy. We have revised our focus on the SDGs following the 2021 materiality assessment and will focus our efforts on four aspects where we can make a meaningful contribution. Aedifica’s contribution 5. Gender equality Aedifica strives for equal opportunities for employees at all levels of our organisation. We monitor employee engagement and training opportunities and conduct an annual gender pay gap analysis to reduce inequalities. Within our supply chain and in our interactions with other stakeholders, we aim to promote diversity and equal opportunities. 7. Affordable and clean energy Investing in energy efficiency is critical to achieving our carbon reduction goal. That is why we invest in advanced technologies that reduce energy consumption, on-site renewable energy generation such as solar, and benchmark the energy intensities of our entire portfolio to identify opportunities and raise operators’ awareness of their relative inefficiencies. 12. Responsible consumption and production We will introduce a material passport for each (re)development project to better manage the natural resources needed during con- struction works. This tool will give us a better understanding of our consumption so that we can sustainably manage and efficiently use the available natural resources. We will raise awareness among our tenants to significantly reduce waste production in their operations and increase recycling wherever possible. 13. Climate action We have developed a building assessment framework that includes a climate change risk assessment to better understand the impact of climate change on our organisation and our operators. We will work with local authorities to create resilient communities. Our car- bon pathway lays the foundation to minimise our carbon emissions each year, pursuing the ultimate goal of net zero emissions by 2050. ESG Ratings Aedifica has participated in ESG assessments by independent rating agencies to improve and benchmark its efforts and com- munication on sustainability and check its resilience to long-term and ESG risks. These assessments were conducted within the framework of EPRA Sustainability Reporting and the Global Real Estate Sustainability Benchmark (GRESB). Other rating agencies also publish reports on Aedifica's sustainability performance, such as Sustainalytics and MSCI. Proof that we are on the right track with our CSR approach is reflected in our scores on those ESG assessments. The GRESB score and MSCI rating increased, while the Sustainalytics Risk Rating continued to decrease and the Group’s CSR Report was awarded an EPRA sBPR Gold Award for the third year in a row. 2022 2021 2020 2019 EPRA sBPR Gold Gold Gold Silver + Most Improved GRESB 68 ** 66 ** 57 – Sustainalytics Risk Rating Low (11.1) Low (11.9) Low (17.8) – MSCI A BBB BB BB Inclusion in new BEL ESG index Aedifica’s CSR strategy is not only reflected in good scores on ESG assessments. The Group was also rewarded for its efforts with inclusion in the new BEL ESG index. That index comprises the 20 shares on Euronext Brussels that perform best on ESG criteria, based among other things on their Sustainalytics Risk Rating. At the end of 2022, Aedifica's Sustainalytics Risk Rating was 'Low' with a rating of just 11.1. These excellent ratings are a great reward for the CSR efforts made by the team over the past year. Thanks to our ambitious strategy, we will continue to make progress on CSR topics in the coming years and further improve our ratings. RAOUL THOMASSEN, COO – 33 – Corporate governance Risk factors Financial statements Additional information Business review Militza Brugge - Bruges (BE) Caring for quality of life This is Aedifica Strategy & value creation Business review 34 – Aedifica - Annual Financial Report 2022 Portfolio pages 36-55 Partners pages 56-65 Organisation pages 66-75 Financial review pages 76-95 622 care properties >150 operator groups 121 employees €273m 2022 rental income – 35 – Corporate governance Risk factors Financial statements Additional information Portfolio Eds Prästgard 1-115 - Upplands-Väsby (SE) Lohja Sahapiha - Lohja (FI) Priesty Fields - Congleton (UK) Villa Florian - Blaricum (NL) Portfolio 36 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Our property types Elderly care homes Elderly care homes provide long-term accommodation for seniors who continuously rely on collective domestic services, help with daily tasks and nursing or paramedical care. Senior housing Senior housing is designed for elderly people who want to live independently with access to care and services on demand. These care properties consist of individual housing units where the elderly live independently, with communal service facilities that can be used on an optional basis. Mixed-use elderly care buildings Mixed-use elderly care buildings combine within one building (or within several buildings on one site) housing units for both seniors requiring continuous care and seniors who want to live independently with care services available on demand. Moreover, we invest in care campuses that combine elderly care with other complementary care functions such as day-care centres, medical centres, medical practices, childcare centres, housing for people with a disability, etc. Childcare centres In northern Europe, we also invest in childcare centres, either as stand-alone centres or in combination with other care or school facilities. These nurseries (‘pre-school’) provide day care for chil - dren aged 0 to 6. Other care buildings The other care buildings in our portfolio accommodate various care activities (some combined with housing) and various target groups (regardless of age) with high or specific permanent or temporary care needs due to disability, illness or other circumstances such as shelter for domestic violence, addiction therapy, emergency childcare, special education, etc. – 37 – Corporate governance Risk factors Financial statements Additional information 1. Our portfolio 1.1. Our portfolio as at 31 December 2022 OVERVIEW OF FAIR VALUE, CONTRACTUAL RENTS AND GROSS YIELDS BY COUNTRY 1 # Sites Total surface (m²) # Residents # Children Fair value of marketable investment properties 2 Contractual rent Estimated rental value (ERV) Gross yield 3 Belgium 85 541,485 8,820 - €1,299,390,133 €70,880,099 €66,357,591 5.5% Germany 103 597,284 10,498 - €1,197,566,136 €61,102,908 €60,598,015 5.1% Netherlands 75 355,370 3,267 - €640,102,400 €36,042,777 €37,286,826 5.6% United Kingdom 114 328,640 7,262 - £850,493,613 €959,739,518 £54,347,359 €61,328,277 £53,714,000 €60,613,563 6.4% Finland 203 257,350 3,498 10,943 €984,800,000 €51,778,693 €55,513,206 5.3% Sweden 23 17,323 140 610 SEK858,800,000 €76,879,776 SEK43,187,062 €3,866,106 SEK45,017,276 €4,029,947 5.0% Ireland 18 96,816 1,935 - €289,126,332 €15,379,119 €14,742,532 5.3% Spain 1 8,449 160 - €1,500,000 €75,000 €75,000 5.0% Total 622 2,202,717 35,580 11,553 €5,519,438,625 €300,452,979 €299,216,681 5.5% page 222-232 For a detailed overview of the portfolio at asset level, see Summary of investment properties in the chapter Additional information. 1. Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2022 (0.88617 £/€ and 11.17069 SEK/€). 2. Including assets classified as held for sale. 3. Based on the fair value (re-assessed every three months). For healthcare real estate, the gross yield and the net yield are generally equal (‘triple net’ contracts) with the operating charges, the maintenance costs and the rents on empty spaces related to the operations generally being supported by the operator in Belgium, the United Kingdom, Ireland, Spain and (often) the Netherlands. In Germany, Finland and Sweden (and the Netherlands, in some cases), the net yield is generally lower than the gross yield, with certain charges remaining the responsibility of the owner, such as the repair and maintenance of the roof, structure and facades of the building (‘double net’ contracts). 5.5% average gross yield 622 care properties 2,203,000 m² 35,600 residents >11,500 children Portfolio 38 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 5,500 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 360356 356 198 453 566 619 728 971 1,065 1,456 1,661 1,964 2,636 3,815 4,896 5,704 INVESTMENT PROPERTIES IN FAIR VALUE (IN € MILLION) June June June June June June June Dec Dec Dec GEOGRAPHICAL BREAKDOWN IN FAIR VALUE (%) 100 80 60 40 20 0 100 95 88 86 77 70 45 32 24 24 18 22 22 17 18 18 14 12 12 18 18 18 1 5 5 1 1 5 12 12 14 17 2 9 13 15 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Ireland Sweden Finland Netherlands United Kingdom Germany Belgium 17 23 23% compound annual growth rate BREAKDOWN BY FACILITY TYPE IN FAIR VALUE (%) AGE OF BUILDINGS IN M 2 UNEXPIRED LEASE TERM (%) 67% Elderly care homes 4% Senior housing 16% Mixed-use elderly care buildings 6% Childcare centres 7% Other care buildings 24% ≤5 years 19% 6-10 years 11% 11-15 years 36% >15 years 10% Project 73% ≥15 years 18% 10-15 years 8% 5-10 years 1% <5 years – 39 – Corporate governance Risk factors Financial statements Additional information WEIGHTED AVERAGE UNEXPIRED LEASE TERM BY COUNTRY (IN YEARS) 25 20 15 10 5 0 Ireland Sweden Finland Netherlands United Kingdom Germany Belgium 20 22 17 22 12 12 24 19 years WAULT 100% overall occupancy rate Insured value Aedifica’s investment properties are insured for a total value of €5,110 million. Breakdown by building (in fair value) None of the buildings in Aedifica’s portfolio represents more than 3% of total consolidated assets. BREAKDOWN OF CONTRACTUAL RENTS BY TENANT SECTOR (%) BREAKDOWN OF CONTRACTUAL RENTS BY TENANT GROUP (%) 91% Private 6% Non-profit 3% Public 10% Korian 6% Colisée 5% Azurit Rohr 5% Orpea 4% Vulpia 4% EMVIA 4% Maria Mallaband 3% Bondcare 3% Attendo 3% Burlington 52% Other <3% average Portfolio 40 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review BREAKDOWN OF CONTRACTUAL RENTS BY TENANT GROUP Tenant group Number of sites 31/12/2022 31/12/2021 Belgium 85 24% 25% Korian Belgium 1 28 7% 8% Armonea 2 20 6% 7% Vulpia 13 4% 4% Orpea 3 9 3% 3% Militza 2 1% - Astor vzw 1 1% 1% Orelia Group 1 0% 0% My-Assist 1 0% 0% Vivalto Home 1 0% 0% Emera 4 1 0% 0% Other 8 1% 2% Germany 103 20% 21% Azurit Rohr 24 5% 6% EMVIA 15 4% 4% Vitanas 12 3% 3% Specht Gruppe 9 1% 0% Residenz Management 7 1% 1% Argentum 7 1% 1% Orpea 3 5 1% 1% Alloheim 5 1% 1% Cosiq 3 1% 1% Korian Germany 1 1 0% 0% Procuritas 2 0% 0% Convivo 2 0% 1% Newcare 1 0% - DRK Kreisverband Nordfriesland e. V. 1 0% 0% Johanniter 1 0% 0% Volkssolidarität 1 0% 0% ATV Lemförde GmbH 1 0% 0% Seniorenhaus Lessingstrasse 1 0% - Other 5 1% 1% 1. Korian Group. 2. Colisée Group. 3. Orpea Group. 4. Emera Group. Seniorenhaus Lessingstrasse - Wurzen (DE) – 41 – Corporate governance Risk factors Financial statements Additional information Tenant group Number of sites 31/12/2022 31/12/2021 Netherlands 75 12% 12% Korian Netherlands 1 23 3% 3% Vitalis 3 2% 2% Martha Flora 10 1% 1% Compartijn 2 6 1% 1% NNCZ 5 1% 1% Domus Magnus 4 1% 1% Stichting Oosterlengte 3 0% 0% Stichting Rendant 1 0% 0% Stichting Leger des Heils Welzijns- en Gezondheidszorg 1 0% 0% Saamborgh 2 0% 0% Zorghaven Groep 2 0% 0% Sandstep Healthcare 1 0% - Wonen bij September 2 1 0% 0% Warm Hart 1 0% - Stichting Fundis 2 0% 0% Other 10 2% 2% United Kingdom 114 20% 20% Maria Mallaband 17 4% 4% Bondcare Group 21 3% 4% Burlington 22 3% 3% Care UK 12 2% 2% Anchor Hanover Group 5 1% - Renaissance 9 1% 1% Emera 3 7 1% - Harbour Healthcare 5 1% 1% Excelcare 3 1% 1% Danforth 2 1% - Caring Homes 4 1% 1% Lifeways 2 0% 1% Handsale 1 0% 0% Hamberley Care Homes 1 0% 0% Ideal Care 1 0% - Barchester 1 0% 0% Other 1 0% 1% Finland 203 17% 18% Attendo 34 3% 4% Municipalities 23 3% 2% Mehiläinen 20 2% 2% Touhula 28 2% 2% Norlandia 4 17 2% 1% Pilke 25 1% 2% Esperi 3 0% 0% KVPS 2 0% 0% Sentica 3 0% 0% Rinnekoti 3 0% 0% Ikifit 2 0% - Aspa 3 0% 0% Priimi 2 0% 0% Portfolio 1. Korian group. 2. Orpea group. 3. Emera group. 4. Norlandia group. 42 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Tenant group Number of sites 31/12/2022 31/12/2021 Musiikkikoulu Rauhala 2 0% 0% Peurunka Oy 1 0% 0% Pihlanjantertut Ry 1 0% 0% Tampereen ensi- ja turvakoti 1 0% - Autismisäätiö 1 0% - Other 32 3% 4% Sweden 23 1% 2% Olivia Omsorg 4 0% 0% Ambea 3 0% 0% Kunskapsförskolan 2 0% 0% Humana 3 0% 0% Frösunda Omsorg 3 0% 0% British mini 1 0% 0% TP 1 0% 0% Norlandia 4 1 0% 0% Multiple tenants 1 0% - Ersta Diakoni 1 0% 0% MoGård 1 0% 0% Caritas Fastigheter 1 0% 0% Serigmo Care 1 0% - Ireland 18 5% 2% Virtue 3 8 2% 2% Bartra Healthcare 4 2% - Silver Stream Healthcare 3 1% - Coolmine Caring Services Group 3 0% 0% Spain 1 0% - Neurocare Home 1 0% - Total 622 100% 100% Aedifica’s real estate portfolio is operated by more than 150 tenant groups. Four groups operate properties in multiple countries in which the Group operates: Korian, Orpea, Emera and Norlandia. The weight of these groups in Aedifica’s contractual rents is broken down by country in the table below. Tenant Country Number of sites 31/12/2022 31/12/2021 Korian 52 10% 11% Belgium 28 7% 8% Germany 1 0% 0% Netherlands 23 3% 3% Orpea 21 5% 5% Belgium 9 3% 3% Germany 5 1% 1% Netherlands 7 1% 1% Emera 16 3% 2% Belgium 1 0% 0% United Kingdom 7 1% - Ireland 8 2% 2% Norlandia 18 2% 1% Finland 17 2% 1% Sweden 1 0% 0% – 43 – Corporate governance Risk factors Financial statements Additional information 1.2 Our investment programme as at 31 December 2022 Projects and renovations (in € million) 1 Operator Current budget Invest. as of 31/12/2022 Future investment Projects in progress 532 182 354 Completion 2023 252 151 101 BE 4 2 2 Bois de la Pierre Pierre Invest SA 3 2 1 In de Gouden Jaren Emera 1 0 1 DE 52 30 22 Am Stadtpark Vitanas 7 6 1 Rosengarten Vitanas 10 7 3 Seniorenquartier Gera 1, 2 Specht Gruppe 16 5 11 Haus Marxloh Procuritas 4 2 2 Seniorenquartier Langwedel 2, 3, 7 EMVIA Living 3 2 1 Seniorenquartier Sehnde 2, 3 EMVIA Living 12 8 4 NL 25 17 8 Villa Meirin 2 Korian Netherlands 7 7 0 Alphen Raadhuisstraat 2, 5 Stichting Fundis 5 2 2 Waarder Molendijk 2, 5 Stichting Fundis 5 3 2 HGH Amersfoort 7 Korian Netherlands 1 1 0 Tiel Bladergroenstraat 2 Saamborgh 7 3 4 UK 45 26 20 Burlington projects Burlington 0 0 0 Le Petit Bosquet LV Care Group 3 2 1 St. Joseph’s LV Care Group 6 5 1 Lavender Villa LV Care Group 6 1 5 Sleaford Ashfield Road 2 Torsion Care 13 5 8 Whitby Castle Road 2 Danforth 18 13 5 FI 61 26 35 Finland – pipeline ‘childcare centres’ Multiple tenants 15 4 11 Finland – pipeline ‘elderly care homes’ Multiple tenants 15 5 11 Finland – pipeline ‘other’ Multiple tenants 31 18 13 IE 66 50 16 Tramore Nursing Home 7 Mowlam Healthcare 15 14 1 Kilbarry Nursing Home Mowlam Healthcare 14 10 5 Kilkenny Nursing Home Mowlam Healthcare 14 10 5 St. Doolagh’s 2 Coolmine Caring Services Group 17 14 3 Altadore Virtue 1 0 1 Millbrook Manor Coolmine Caring Services Group 4 3 1 Completion 2024 221 29 196 BE 10 0 10 Résidence Véronique Vulpia 10 0 10 DE 63 3 60 Am Parnassturm Vitanas 4 1 3 Sz Berghof Azurit 2 0 2 Sz Talblick Azurit 1 0 1 Stadtlohn 2, 4 Specht Gruppe 15 1 15 Fredenbeck 2, 4 Specht Gruppe 13 2 12 Hamburg-Rissen 2, 4 EMVIA Living 13 0 13 Uetze 2, 4 EMVIA Living 15 0 15 Portfolio 44 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Projects and renovations (in € million) 1 Operator Current budget Invest. as of 31/12/2022 Future investment NL 7 1 6 Het Gouden Hart Almere 2, 6 Korian Netherlands 7 1 6 UK 29 8 22 Burlington projects Burlington 1 0 1 St Mary’s Lincoln Burlington 13 4 9 York Bluebeck Drive Torwood Care 15 4 11 FI 17 0 16 Finland – pipeline ‘other’ Multiple tenants 17 0 16 SE 23 3 20 Sweden – pipeline 2024 Multiple tenants 23 3 20 IE 60 13 52 Dublin Stepaside 2 Virtue 26 5 26 Dunshaughlin Business Park Grace Healthcare 19 8 11 Sligo Finisklin Road Coolmine Caring Services Group 16 1 15 ES 12 1 11 Tomares Miró Neurocare Home 12 1 11 Completion 2025 59 2 57 BE 19 0 19 Militza Gent My-Assist 19 0 19 DE 23 1 22 Bavaria Senioren- und Pflegeheim Auriscare 1 0 0 Am Marktplatz Vitanas 2 0 2 Seniorenquartier Gummersbach 2, 3 Specht Gruppe 20 1 20 FI 17 1 16 Finland – pipeline ‘childcare centres’ Multiple tenants 17 1 16 Projects subject to outstanding conditions/forward purchases 135 5 134 Completion 2023 64 1 64 NL 5 0 5 Residence Coestraete 2 Valuas 5 0 5 UK 15 1 15 Dawlish Maria Mallaband 15 1 15 SE 5 0 5 Singö 10:2 Stockholms Stadsmission 3 0 3 Bergshammar Ekeby 6:66 MoGård 3 0 3 IE 38 0 38 Clondalkin Nursing Home Bartra Healthcare 38 0 38 1. The figures in this table are rounded amounts. The sum of certain figures might therefore not correspond to the stated total. Amounts in £ and SEK were con- verted into € based on the exchange rate of 31 December 2022 (0.88617 €/£ and 11.17069 €/SEK). 2. Although still under construction, the sites often already generate limited rental income, in particular for the plots of land that have already been acquired. Their values are therefore no longer mentioned in the table above. This explains why the estimated investment values differ from those mentioned earlier. 3. Part of the first framework agreement with Specht Gruppe. 4. Part of the second framework agreement with Specht Gruppe. 5. This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake. 6. These projects are being developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica. 7. This project has already been completed after 31 December 2022 (see page 83). – 45 – Corporate governance Risk factors Financial statements Additional information Projects and renovations (in € million) 1 Operator Current budget Invest. as of 31/12/2022 Future investment Completion 2024 57 3 57 BE 17 0 17 Résidence le Douaire Vulpia 17 0 17 UK 40 3 40 Hooton Road Sandstone Care Group 14 0 14 Spaldrick House LV Care Group 11 0 11 Biddenham St James MMCG 15 3 15 Completion 2025 7 0 7 BE 7 0 7 Renovation project Orpea Brussels Orpea 7 0 7 Completion 2026 2 0 2 BE 2 0 2 Renovation project Orpea Brussels Orpea 2 0 2 Completion 2027 4 0 4 BE 4 0 4 Renovation project Orpea Brussels Orpea 4 0 4 Land reserve 4 4 0 TOTAL INVESTMENT PROGRAMME 671 191 489 Changes in fair value -10 Roundings & other 3 On balance sheet 184 Approx. €21.5 million need to be added to the total investment budget given the announce- ment of new projects after 31 December 2022 (see section 1.1.2 of the ‘Financial perfor- mance’ chapter). Of the total investment budget, approx. €24 million has already been delivered since 31 December 2022 (see section 1.1.2 of the ‘Financial performance’ chapter). GEOGRAPHICAL BREAKDOWN PIPELINE (%) EXPECTED COMPLETION DATE PIPELINE (%) 48% 2023 41% 2024 11% >2025 25% Ireland 21% Germany 19% United Kingdom 14% Finland 10% Belgium 5% Netherlands 4% Sweden 2% Spain Portfolio 46 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.3 Market trends 2 POPULATION AGEING IN EUROPE (%) 3 2020 2030 2040 2050 2060 2070 2080 65 + 70 + 75 + 80 + 85 + European trends In the European Union, the population of persons older than 80 years of age has increased by approx. 28% over the past decade to more than 27 million people (2022). This segment of the population is growing faster than other age groups. It is expected that this older segment of the European population will double to approx. 50mil- lion people by 2050. In the coming decades, this demographic trend will further stimulate demand for healthcare real estate. European operators can be divided into three categories: public, non-profit and private operators. Their market share in the various countries differs depending on the local social security system. At European level, private care operators manage approx. 32% of the total number of beds in residential care centres (+400 bps in three years). Care providers in the consolidating private segment are developing their activities in both domestic and foreign markets. European governments are facing the challenge of addressing sev- eral key societal needs. As a result, they are more often focusing on financing care and care dependency rather than providing care as public operators. Also, both private and public operators will have to rely more often on private investors to finance healthcare real estate infrastructure that meets the needs of the ageing population. At European level, the investment volume in healthcare real estate has increased significantly in recent years (e.g. the investment volume for residential care facilities has increased from approx. €2 billion in 2015 to approx. €12.4 billion in 2022). This trend is expected to continue in the medium to long term, as the driving demographic trend of an ageing population will accelerate from the mid-2020s, while development activity to provide more capacity in terms of specific healthcare infrastructure seems to slow down in the short term due to financial market volatility. The number of people over 80 in Europe will double to 50 million by 2050. This demographic trend will further increase the demand for healthcare real estate. CHARLES-ANTOINE VAN AELST, CIO 1. The figures in this table are rounded amounts. The sum of certain figures might therefore not correspond to the stated total. Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£ and 11.17069 €/SEK). 2. This section was prepared by Aedifica based on information from the valuation experts. 3. This chart was prepared using publicly available information from Eurostat. Militza Brugge - Bruges (BE) – 47 – Corporate governance Risk factors Financial statements Additional information Belgium Germany Netherlands United Kingdom Population aged 80 and over from 5.6% now to 10.5% in 2060 from 6.8% now to 11.1% in 2060 from 4.8% now to 11% in2060 from 5% now to 10% in2060 # care home beds 150,000 units in 1,500care facilities Based on the demographic forecasts and the increase in life expectancy, the current increase in supply will not meet demand over time. 984,688 units in 16,115care facilities Forecasts predict that approx. 168,000 extra beds will be needed by 2040, offering significant prospects for growth and consolidation. In some regions, demand already exceeds supply. Oppor- tunities to create new capacity in care homes are limited by the lack of building sites and the high cost of plots and building materials. Consequently, there is currently more investment in existing sites and renovations. 125,000 units in 2,400care facilities Estimates suggest that around 150,000 additional beds will be needed by 2050 to provide the same level of care as today (on top of the necessary redevelopment of outdated existing care infrastruc- ture). However, the Dutch government plans to limit the number of extra beds in the coming years. 465,000 units in 10,500care facilities An increasingly ageing population with higher care needs is expected to increase demand for healthcare real estate significantly in the United Kingdom in the near future. Operator market Approx. 30% of the care home beds in Belgium are managed by the public sector, while the non-profit sector and the private sector both ope- rate approx. 35% of the beds. However, there are regional differences: in Flanders, approx. 50% of the beds are managed by the non-profit sector, while the private sector ope- rates approx. 50% of the beds in Wallonia and even over 60% of the beds in Brussels. The three largest private players in Belgium currently manage approx. 25,000 beds (approx. 17% of the total number of beds). Approx. 54% of care home beds are operated by non-profit operators, 42% by private operators and 4% by public operators. Although the German market is increasingly con- solidating and privatising, it remains highly fragmented, with the ten largest private operators currently holding a market share of only 14%. Approx. 90% of care home beds are operated by non-profit operators. Pri- vate operators account for approx. 10% and mainly operate small-scale sites with an average capacity of 24 residents. Although the market share of the private sector is still small compared to the non-profit sector, the private sector has grown considerably in recent years. With approx. 5,500 care home operators, many of which are independent private players operating small and outdated buil- dings, the UK’s senior care market is still very frag- mented. The five largest care home operators have a market share of 14% of the total bed capacity, while the top 10 account for 20%. Investment volume €570 million in 2022 (€350million in 2021) €2.4 billion in 2022 (€3.8billion in 2021) €1.3 billion in 2022 (€1.2billion in 2021) £1.6 billion in 2022 (£1.1billion in 2021) Prime net yield 4.25% - 4.75% approx. 4.4% approx. 4.75% approx. 3.75% - 4.25% (6.5% - 7.5% for mid-mar- ket real estate) Other remarks The UK elderly care market is financed by a mix of public (Local Authorities and the National Health Service) and private funds (self-payers). The market share of the latter category has risen sharply in recent years (44%). Persons who meet certain conditions regarding care needs can get social care services from Local Authorities after an assessment of their financial situation (47%). The NHS provides funding to seniors with primary care needs (9%). Portfolio 48 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Finland Sweden Ireland Spain Population aged 80 and over from 6.0% now to 12.4% in 2060 from 5.6% now to 9.5% in 2060 from 3.2% now to 11.1% in 2060 from 6.0% now to 13.0% in 2060 # care home beds 75,000 units in 2,600 care facilities The demand for healthcare real estate remains high, while supply is limited. 88,000 units for elderly people and 30,000 units for people with special care needs 60% of Swedish munici- palities report a shortage of housing for people with special care needs and 33% report a shortage of housing for elderly people with care needs. 25,875 units in 427 care facilities The demand for healthcare real estate remains high as consolidation by groups continues at pace, while supply is limited. Much of the remaining stock in private ownership is older, and in many cases, not futureproofed. 390,750 units in over 5,530 care facilities and an additional 26,700 beds under construction Operator market Finnish well-being services counties – funded through national taxes – are res- ponsible for providing care to residents. Either they provide care themselves as public operators, or they organise care by outsourcing to private or non-profit care operators. Private healthcare opera- tors have a market share of 50%. Swedish municipalities – financed with public funds – are responsible for provi- ding care to their residents. The focus of municipalities seems to shift to giving freedom of choice so that people can choose their own care provider. Private care operators are a cen- tral part of that freedom of choice and have seen their market share rise sharply in recent years. 20% of care home beds are operated by the public sector while 70% are operated by the private sector (split 50:50 between groups and individual ope- rators) and 10% are run by non-profit operators. 62% of care home beds are operated by the private sector, while 38% are ope- rated by the public sector. Investment volume €470 million in 2022 (€400million in 2021) €410 million in 2022 (€700million in 2021) €440 million in 2022 (€625million in 2021) €433 million in 2022 (€1.2billion in 2021) Prime net yield approx. 4.25% approx. 4.25% approx. 5% approx. 4.9% Other remarks Childcare: in 2021, more than 70% of children aged 1 to 6 were enrolled full or part-time in a day-care centre. Approx. 25% of day care centres are ope- rated by private operators and their share is expected to increase in the future. All care homes are ente- red into the ‘Nursing Home Support Scheme’ (budget of €1 billion for 2023) which provides a guaranteed weekly rate per bed and is supported by government funds to make up the shortfall for any residents that cannot afford care. Investor appetite is still very high – especially in new buildings – as the healthcare market appears to be a safe haven for different investor profiles, backed by the ambitious expansion plans of the main healthcare operators. – 49 – Corporate governance Risk factors Financial statements Additional information 2. Tackling climate change 2.1 Minimising the impact of climate change on our portfolio Climate change may lead to warmer summers on the European continent, which may require adjustments to buildings to keep indoor temperatures comfortable for building occupants. This is particularly crucial in elderly care, as this vulnerable group is sen- sitive to high temperatures. This rise in temperatures may lead to a complete rethinking of the way buildings are designed, with more attention paid to active and passive cooling of buildings. Moreover, climate change may lead to sea level rise and extreme weather events that could damage buildings, such as the 2021 floods that affected some of the Group's properties in Germany. To mitigate climate change risks, we have implemented a building assessment framework (see page 53) that includes a review of 42risk items, carried out at different stages of the building life cycle. As part of this building assessment, we will conduct a comprehen - sive climate change risk assessment in 2023 to better understand the physical and transition risks to our portfolio, organisation, and key stakeholders. Environmental Data Report to be published in June 2023 Reducing the environmental footprint of our portfolio & our tenants • (Re)developing energy- efficient buildings • Investing in energy-efficient installations • Introducing building assessment tools • Engaging with operators to reduce their energy consumption 2.2 Reducing our impact on climate change Aedifica commits to achieving net zero emissions for its entire portfolio by 2050 to meet the objectives of the Paris Agreement and thus contribute to addressing the climate crisis. Reducing the impact of global warming will largely depend on further eliminating greenhouse gas emissions as a result of energy consumption. The scope 1 and 2 carbon emissions of our business activities are very limited. Aedifica is not directly involved in the operations of its care homes (generating scope 3 downstream emissions). As the operators are responsible for the daily management and maintenance of the buildings (including the technical equipment) and the way they purchase electricity, the Group only has a limited impact on the direct environmental performance of its buildings. However, as a leading healthcare real estate investor, Aedifica takes responsibility and actively cooperates with its operators on how to develop, maintain and operate our assets in an efficient, safe and sustainable manner. Net zero greenhouse gas emissions do not only refer to direct emissions (scope 1), but also to indirect emissions (scopes 2 and3). Aedifica’s greatest challenge will be to reduce scope 3 down- stream carbon emissions (mainly energy consumed by operators and residents) which are more difficult to control. As this requires a comprehensive approach and thorough cooperation with our operators, we have developed a net zero carbon pathway. Portfolio 50 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Energy data coverage evolution 1 40% 2018 43% 2019 70% 2020 83% 2021 CO 2 Scope 2 indirect Scope 3 indirect Scope 1 direct HFCs PFCsCH 4 SF 6 NF 3 N 2 O Upstream activities Downstream activitiesReporting company Purchased energy Leased assets Leased healthcare properties Investments Construction activity Fuel and energy Waste generated in operations Employee commuting Business travel Company offices Company vehicles Scope 3 indirect 1. Expressed as a percentage of the number of reporting buildings relative to the total number of buildings in Aedifica’s portfolio in the year under review. – 51 – Corporate governance Risk factors Financial statements Additional information 1. The bandwidth shows the combined pathways committed by the different governments for the healthcare sector in their countries (the eight countries where Aedifica operates) as part of the Paris Accord, expressed in net energy use intensity (kWh/m 2 ). 2. This emissions data refers to the year 2021 and will be updated in the Environmental Data Report to be published in June 2023. kWh/m 2 130 kWh/m² nEUI target for 2030 PATHWAY TO NET ZERO GHG EMISSIONS IN THE EUROPEAN HEALTHCARE SECTOR 1 350 300 250 200 150 100 50 0 2020 2030 2040 2050 Aedifica actual 2021 2 : 169 kwh/m² 130 kWh/m² nEUI target for 2030 2.3 Net zero carbon pathway In order to achieve carbon neutrality, Aedifica is implementing a net zero carbon pathway addressing every aspect of our busi- ness activities. Each of these activities contributes to our goal of reaching net zero greenhouse gas emissions by 2050. This will be a challenging journey in which collaboration and knowledge sharing within the industry is essential. Aedifica is committed to accompanying its stakeholders on this journey. As a property owner, Aedifica's main objective over the next 10years is to reduce the net energy use intensity (nEUI) of its portfolio: • by upgrading buildings to reduce gross energy demand; • by generating renewable energy on site to reduce net energy demand from the energy grid. Moreover, purchasing green energy to meet the remaining net energy demand will have an additional positive impact on decar- bonisation. The science based Carbon Risk Real Estate Monitor (CRREM) serves as a tool and benchmark in the annual evaluation of building performance and to guide portfolio development in the various countries where Aedifica operates. An interim target was set for 2030 to reduce nEUI for the entire Aedifica portfolio to an average of 130 kWh/m², while long-term targets were also set for the Executive Committee. Business activities Actions to take this decade Development • Perform lifecycle assessments • Implement sustainable development guidelines • Introduce a building passport to measure embodied carbon Acquisitions and divestments • Perform ESG assessments for acquisitions • Use CRREM-based pathways Standing investments • Roll out building assessment tool • Benchmark performance • Set country and asset level targets • Green investments Collaboration with operators • Roll out green lease contracts and educate operators • Organise Operator Days • Exchange utility data (digitally) Management operations • Monitor and off-set carbon impact • Educate employees • Update green travel policies Portfolio 52 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2.4 Building assessment framework Aedifica has developed a building assessment framework that provides our technical property management team with a struc- ture to monitor the quality of each building. Although Aedifica is not directly involved in the operation of our care homes, we have an impact on how infrastructure is designed, built and maintained in accordance with evolving regulations and current construction techniques. The building assessment framework is based on three pillars: proper monitoring of the overall maintenance condition, the energy consumption and sustainability character of our buildings and their compliance with all applicable regulations. The sustainability pillar of the building assessment framework provides local Aedifica teams with a roadmap for minimising the environmental impact of their respective portfolio. This framework Building assessment framework MAINTENANCE • Detailed desktop and on-site condi- tion assessments according to the principles of the NEN2767 standard. • On-site visits conducted by our oper- ations team or independent third parties. • Uniform approach across the coun - tries where Aedifica operates. • Follow-up actions with operators. SUSTAINABILITY • Energy data collection and validation on annual basis. • Evaluating the progress of the net zero carbon pathway using the science based CRREM tool. • Assessing climate change risk adaptation. • Defining and implementing sustain- able development guidelines per country. • Energy labels and energy audits pro - vide input for measures needed to improve energy efficiency (including on-site renewable energy generation) as well as input for the CRREM path- ways per asset. COMPLIANCE • Legislation and risk framework – a standardised matrix (adapted to local and regional legislation and regula- tions) to check a building for com- pliance. This ranges from building permits and elevator certificates to flood risk assessments. • Ensuring structural and facility com - pliance to guarantee the health and safety of residents and employees by monitoring and supporting operators in their responsibilities for the techni- cal management of buildings. defines technical requirements for energy efficiency, environmen- tal aspects (e.g., measures to reduce water consumption and improve biodiversity), health criteria (e.g., ventilation rates for air quality) and quality of life criteria for residents (e.g., accessibility) for future development projects. Our development projects in the Netherlands generally already meet most of these criteria, as the Dutch version of our sustainable development framework is similar to the GPR standard. Moreover, as part of the building assessment, we also carry out a review of 42 risk items. For each development, acquisition and standing investment, we assess a spectrum of potential risks, including loss of general use of the building, flood risk, stability risk, fire risk, explosion risk, environmental impact, energy/sustainability certification and health and safety issues. – 53 – Corporate governance Risk factors Financial statements Additional information 2.5 Walking the talk At every stage of our value creation process, we strive to reduce our impact on the environment by acquiring efficient buildings and (re)developing buildings to optimise energy consumption, user comfort and reduce operating costs for operators. Heerenhage • Redevelopment project • Location: Heerenveen – Netherlands • Completed in June 2021 • Capacity: 126 residents • Investment: approx. €22 million Heerenhage in Heerenveen was completely redeveloped by Aedifica into a sustainable and energy-efficient care campus with 126 apartments for the elderly. With a net energy use intensity of approximately 70 kWh/m², the site was awarded an EPC label ‘A’ on completion. The care campus was built with a high level of compactness and a thoroughly insulated envelope to minimise energy demand and meet (future) comfort requirements as effectively as possible. To meet the remaining energy demand as sustainably as possible, the building was fitted with solar panels and a groundwater heat pump was installed for both space heating and hot water. Dundalk Nursing Home • Acquisition • Location: Dundalk – Ireland • Acquired in September 2022 • Capacity: 130 residents • Investment: approx. €21.5 million Dundalk Nursing Home in the Irish city of Dundalk was acquired by Aedifica in mid-2022. With a net energy use intensity of approximately 85 kWh/m², the newly constructed building was awarded an A3 Building Energy Rating (BER). Besides a thorough insulation of the building envelope, invest - ments were made in renewable energy technologies. Air source heat pumps provide space heating, cooling and hot water. In addition, space heating is distributed at low temperature through an underfloor heating system. A hybrid ventilation system ensures optimum indoor air quality in both private rooms (typeC) and communal areas (type D with heat recovery). To reduce electricity consumption, the entire building was equipped with LED lighting. Seniorenhaus Lessingstrasse • Development project • Location: Wurzen – Germany • Completed in February 2022 • Capacity: 73 residents • Investment: approx. €7 million Seniorenhaus Lessingstraße in Wurzen is the first of its kind to meet the high energy efficiency standard 'KfW-EH 40'. With an energy demand of only 40% of a comparable reference build - ing – according to German sustainability regulations – this care home has an estimated net energy use intensity of 85 kWh/m². Aedifica has also invested in renewable energy sources: energy for heating the building is provided by a biomass installation and the roof is equipped with a 67kWp solar panel system. The care home features a loggia, optimising solar exposure and natural daylight. Moreover, the building has a highly insulated and com - pact envelope. The central ventilation system is equipped with heat recovery and can also be used for cooling. Portfolio 54 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review – 55 – Corporate governance Risk factors Financial statements Additional information Partners TV interview Music therapy for care home residents Discussing plans with operators Workshop at Finance Avenue Partners 56 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1. Our key stakeholders Aedifica is committed to bringing together the various stakeholders who have an impact on the daily lives of the residents and care staff who live and work in our buildings. We aim to be a partner to all of these stakeholders, actively listening, sharing information and educating them on the latest trends in the real estate industry. Above all, relationships with our operators and communities are essential to creating long-term sustainable value. Authorities Suppliers, business partners Financial institutions Society Operators Associations, industry organisations ESG analysts Shareholders Employees Residents – 57 – Corporate governance Risk factors Financial statements Additional information Stakeholder Mode of engagement Frequency Main topics / expectations Employees • Performance appraisal • Employee survey • Day-to-day communication • Townhall meetings • Newsletters • Aedifica Academy • Community Days • Annually • Daily • Labour conditions and benefits • Employee well-being • Employee satisfaction and engagement • Corporate performance • Personal performance • Personal development, training and development • Job promotion • Brand and values • Community involvement Operators • Site visits • Buildings condition check • One-to-one meetings • E-mail exchange • Operator days • Events • Engagement surveys • Quarterly • Annually • Continuous informal contact • Permits • New developments • Energy and water consumption • Occupation rate • Building conditions and relevance • Quality of care Shareholders • General assembly • Investor relations contact • Regularly/quarterly • Corporate performance • Corporate governance questions • Role in society Authorities • Industry roundtables • One-to-one meetings • Compliance screening • Occasionally • EU taxonomy • RREC regulation Financial institutions • Key account managers • Roundtables/events • Regularly • Long-term financing • Risks • Corporate financial performance • ESG KPIs Suppliers & business partners • Charter for Responsible Supplier Relations • One-to-one meetings • Project development • Tenders • Regularly • Project development • Compliance with elderly healthcare standards • Health and safety • Environmental impact • Business ethics Associations & industry organisations • Membership meetings • Thematic events • One-to-one meetings • Occasionally • Regulation • Market trends ESG analysts • Assessment questionnaires • Thematic events • One-to-one meetings • Annually • Questions, expectations regarding licence to operate • ESG assessment • Community involvement Society • Internet • Various communication channels (press release) • Schools, universities • Social media • Memberships • Regularly/monthly • Corporate performance • Role in society • Role of women in management • Community involvement (Non-)residential care clients • Community engagement programme • Occasionally • Role in society • Community involvement • Research (future) needs • Quality of care Partners 58 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2. Strengthening relationships 2.1 Operator engagement Partners in healthcare real estate We are continuously committed to our partners by reaching out to them proactively and maintaining good relationships. In this way, we seek to understand their needs and discuss the issues they find important. This open attitude underpins the Group’s identity and long-term vision. Building and strengthening relationships with our operators and communities is essential for creating long-term sustainable value. Understanding the needs we have to meet helps us provide them with tailor-made real estate solutions that help them succeed and create value for society. Ensuring quality of care in our properties Aedifica's corporate mission is to provide sustainable real estate solutions to our partners so that they can care for and assist peo - ple in a safe and well-developed infrastructure that contributes to their dignity and quality of life. As the well-being of the care user is the top priority, we also focus on the care provided in our homes. 32% of our properties have leases with a quality- of-care commitment As of 2022, we are therefore amending our lease agreements to include an explicit commitment from tenants to: • provide quality care to the residents in our properties in accord- ance with the fundamental care standards that apply; • subscribe to the ethical principles set out in our Charter for Responsible Supplier Relations (see page 65). We also make agreements with our tenants to share reports of care inspections in order to better monitor the quality of care that is provided in our homes. Over 32% of the leases in our portfolio already include an express commitment by the tenants to observe the quality-of-care stand- ards and report on care inspection reports. 't Spelthof - Binkom (BE) – 59 – Corporate governance Risk factors Financial statements Additional information Operator Days Aedifica understands the challenging context in which our operators have to work every day. Their priority is providing healthcare to people in need and not necessarily the adminis- tration and technical maintenance of our buildings. To support our tenants with their real estate issues, Aedifica therefore organises Operator Days in every country where it operates. Once every three years, Aedifica invites representatives of its tenants to participate in Operator Days to exchange knowl- edge and best practices. Topics covered include: • efficient property management; • investments in innovation; • new real estate-related care solutions; • climate change risks and opportunities. By organising these Operator Days in each region where we operate, we can share the knowledge we have gained in differ- ent regions and through collaboration with multiple operators. Operator Days in the UK & Belgium In 2022, Aedifica organised an Operator Day at The Shard in London. More than 100 representatives of our tenants participated. In March 2023, Aedifica has already organised two additional Operator Days in Ghent and Leuven for its Belgian tenants. These two editions were also a success with over 300 repre - sentatives attending. Operator survey: measuring success Every two years, Aedifica conducts a dedicated operator engage- ment survey to better understand areas where we can further improve our organisation and collaboration. As the last survey was carried out in 2021, we will conduct a similar survey in 2023 to update the findings, compare the results and identify key trends in the healthcare sector. The survey results provide useful insights into our current services and interactions, as well as potential additional operator needs and strategic priorities. Once received, the results are analysed and discussed within the Aedifica teams and with the operators them- selves. By developing country-specific action plans, these results serve as the basis for improvements in Aedifica's cooperation and dialogue with its tenants. Focus on the long term Aedifica focuses on long-term investments. This significantly influ- ences the type of facilities we buy or develop, but also the type of relationships we want to build and maintain with our operators. For this reason, we always analyse the operator’s business plan at the beginning of a project. We typically enter into long-term triple net leases with care home operators. This means that these operators are responsible for the day-to-day management and maintenance of the buildings. We, on the other hand, focus entirely on optimising the buildings and the relationships with our operators. We continuously track trends and research the needs of (future) care home residents so that we can align our investments in healthcare real estate accordingly. Our operator engagement survey found that environmental per- formance is not among our operators' top five priorities. But 55% of respondents said they are committed to achieving net zero emissions under the Paris Agreement. As landlord, this means that we will need to work together with our tenants to achieve this overarching goal, discuss green investment opportunities and assess property intensities to identify inefficiencies. Green lease agreements In that respect, Aedifica has developed a common frame of refer- ence for cooperation with our operators, which includes reciprocal obligations (e.g. sharing energy data, exchanging best practices, refraining from doing construction works that negatively affect the environmental performance of buildings) on the one hand, and recommendations that provide guidance on how to further improve the environmental performance of the assets on the other hand. This common frame of reference has taken the form of a green lease annex that will become an integral part of the leases in each of the countries in which Aedifica operates. The green lease annex was completed in the course of the 2022 financial year. Over 17% of the leases in our portfolio already have the green lease annex. Panel at the 2023 Operator Day in Ghent (Belgium) Partners 60 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Going green In terms of scope 3 downstream emissions, in our case pri- marily consisting of emissions from operating care homes (see page50-51), Aedifica continuously works with its tenants to review Building Assessment results and improve energy efficiency. While the nature of our leases does not allow us to directly intervene in the way tenants operate our buildings, in more and more cases we are finding a common goal in energy efficiency. 2022 was another challenging year for operators partly due to higher energy costs. The need to reduce net energy consumption while providing com - fortable homes for residents led to an increased focus on finding energy efficiencies, which ultimately support our goal of reducing our carbon emissions. In an increasing number of cases, cooperation in this area, institu - tionalised through the green lease agreement (see above), has led to further steps towards energy efficiency, by agreeing to implement the recommendations of energy efficiency audits by operators, with relatively short payback periods. This process encourages inno- vation, reduces operating costs and is consistent with Aedifica’s commitment to reduce carbon emissions. At Aedifica we are committed to: • sharing best practices and benchmarking energy and water intensities; • formalising environmental collaboration in the form of green leases; • discussing CSR issues with local teams during Asset Manage - ment meetings and Operator Days. 17% of our properties have a green lease annex We will need to work closely together with industry partners to minimise our collective environmental impact. ATTILA YÜCEL, TECHNICAL ASSET MANAGER +100 participants Operator survey response Top priorities: 1. Access to qualified staff 2. Improving occupancy 3. Improving resident satisfaction – 61 – Corporate governance Risk factors Financial statements Additional information Green investments Saamborgh Almere Buiten In March 2022, a brand new Aedifica care home opened its doors in the Dutch city of Almere. After a construc- tion period of about a year and a half, the care property located near Meridiaanpark is ready to welcome 38 elderly people requiring continuous care. Thanks to Aedifica's investments in sustainability and comfort, this nearly zero- energy building effortlessly achieved GPR certification. More than 80% of the energy demand of the building's fixed installations (space heating and cooling, hot water, lighting and ventilation) is provided by renewable energy sources, earning this project an A++++ energy label. As a result of these green investments, the net energy con - sumption intensity – including plug load – is well below 50 kWh/m². To reduce energy consumption, investments were made in extensive insulation of the building envelope and a bal- anced ventilation system with heat recovery. The building is not heated with gas, but with a geothermal heat pump. Geothermal energy is also used to cool the building. To meet the site's remaining energy needs, the roof was equipped with solar panels for electricity and solar col- lectors for hot water supply. Like our other recent development projects in the Neth - erlands, Saamborgh Almere Buiten also obtained a GPR certificate (Gemeentelijke Praktijkrichtlijn: Municipal Code of Practice). This certificate focuses not only on energy performance, but also on environmental, health, quality of use and future value parameters. 13 buildings in our Dutch portfolio have now obtained GPR certification. Together, they achieve an average GPR score of 8. Martijn Mortier, Property & Project Manager <50 kWh/m² net energy use intensity Renewable energy sources A++++ energy label 2022 Community Days in Belgium 5 care homes 44 participants 189 hours of volunteering Saamborgh Almere Buiten - Almere (NL) Partners 62 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2.2 Community engagement Aedifica cares about society and the communities in which it operates. We do this not only by financially supporting a number of charities every year, but also by organising 'Community Days' in which our employees contribute to the well-being of our community in a tangible way. Community Days Through Aedifica's Community Days programme, our employees have the opportunity to spend one working day a year volunteering in one of our care properties. This not only allows them to better understand and sharpen their connection with the communities in which we operate, but also allows them to actively contribute to the well-being and health of the residents of our buildings. It also gives our staff a better idea of how we can make our properties even more responsive to the needs of the elderly, thus improving their quality of life. During a Community Day, a small group of employees visit an Aed- ifica care property to support as volunteers during entertainment activities, talk to residents and do small chores. In doing so, the programme is always tailored to the needs of the care property and its residents. In December 2022, Aedifica organised the very first edition of its Community Days in Belgium. During nine days, 44 employees vis - ited five different care homes and performed 189 hours of volunteer work. Both the Aedifica team, the residents and the operators of the care homes were enthusiastic about their experience. Their response was so positive that the programme will be continued in 2023 and rolled out to other countries in which Aedifica has a local team. The programme varied depending on the venue: • colleagues helped care workers to make beds, serve meals, organise entertainment activities, chat with residents and there- fore were able to participate in the daily life of a care home; • other colleagues assisted with specific entertainment activities by preparing parties or transporting residents to a Christmas market and taking them for a walk. For my work, I have often visited care homes, but now I finally had the chance to sit down with residents and chat with them. It was also very nice to get to know my colleagues in a different way. Personally, I rarely visit care homes, so I didn't really know what to expect. It was heartwarming to see how residents feel so at home thanks to the care staff and how happy they were that we were there that day to help them and play games together. NINA FERIDOONI, PROPERTY ADMINISTRATOR LORIS POLINO, ACCOUNTANT – 63 – Corporate governance Risk factors Financial statements Additional information Supporting charities Through financial support to charities, partnerships with non-profit organisations and in-kind donations, Aedifica brings positive, sus- tainable change to society. In addition, Aedifica regularly supports charitable initiatives set up by its employees by matching the amount raised. In 2022, Aedifica focused its support to charities on three central themes: improving the quality of life of those in need of care, sup - porting local communities, and innovation in the healthcare sector. In addition, we have supported the victims of the war in Ukraine. Improving the quality of life of those in need of care Drawing on research that demonstrated improvements in the social and emotional skills of Alzheimer’s patients through music therapy, classical concerts were organised in six Dutch care residences in collaboration with the Philomela Foundation. We also supported victims of domestic violence residing in the Pääkaugin Turvakoti shelter in Helsinki. Our contribution enabled the shelter to purchase, among other things, digitisation screens. Lastly, we provided financial support to Escalpade, a Belgian non-profit organisation that organises care, leisure and educational activities and builds adapted schools for people with disabilities. Supporting local communities Aedifica helped children in poverty by contributing to Rackets Cubed, a UK-based charity that runs sports, education and nutrition programmes. In Germany, we donated to food bank Frankfurter Tafel. We also provided support to socially vulnerable mothers and their children through Nasci and Mamma United. These Belgian and Swedish organisations address poverty and social exclusion by providing low-threshold first-line assistance. Moreover, Aedifica matched the amount raised by its staff during the 'Warmest Week', a Belgian event that provides financial sup - port to more than 270 projects fighting poverty. Promoting innovation in the healthcare sector Aedifica contributes to innovation within the healthcare sector not only with its sustainable real estate concepts, but also by supporting research and development. This year, we donated to the Leuven Brain Institute, which is carrying out research at KU Leuven to find solutions for brain diseases including Alzheimer’s, Parkinson’s, MS, ALS, depression. Support for victims in Ukraine Finally, we also provided support to victims of the war in Ukraine. In addition to financial support to Ukrainian children and refugees through UNICEF and UNHCR, Aedifica also provided material support through BEforUkraine, a Belgian non-profit organisation that sends medical supplies to Ukraine and facilitates the accom - modation of refugees in Belgium. €60,000 in charity donations in 2022 Contributing to society by providing qualitative care properties As an investor in healthcare real estate, Aedifica contributes to a better society by developing innovative residential care concepts for a wide range of care clients. Our primary focus continues to be on the elderly who require various types of residential care. In recent years, Aedifica has also focused on other types of housing and care facilities, including care facilities for people with dis- abilities, child day-care centres and schools. In 2022, over 622 properties provided a home to nearly 35,600 residents across Europe, while over 11,500 children were able to take their first steps in our childcare centres. BREAKDOWN BY FACILITY TYPE IN FAIR VALUE (%) 67% Elderly care homes 4% Senior housing 16% Mixed-use elderly care buildings 6% Childcare centres 7% Other care buildings Community engagement, impact assessments and development programmes Comty-Eng Aedifica makes active efforts to have a positive impact on local communities. See the notes in the ‘Community engagement’ section for more details on our community actions. Headquarters 100% Portfolio 100% Music therapy for care home residents by Stichting Philomela Partners 64 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2.3 Industry engagement Sharing expertise As a leader in healthcare real estate, we have a responsibility to invest in our sector, to share knowledge and collaborate with key stakeholders. We do this not only by organising Operator Days (see above), but also by supporting sector associations, participating in industry events and sharing knowledge in panels, seminars and university programmes. Aedifica is one of the founding members of the Senior Housing & Healthcare Association (SHHA) This European association aims to bring together industry leaders (both operators and investors), share insights with the wider market, help create research and data, and encourage best practices. By doing so, the association also aims to create a wider reach for investment and increase investor confidence and engagement in the sector. In 2022, Aedifica not only collaborated on a number of SHHA publications, but also participated in panel discussions organised by the association. We also participate in sector events. In 2022, Aedifica's senior management took part in several events related to real estate and investment. Not only to represent the company, but also to par - ticipate in panel discussions and conduct workshops. Moreover, at one of our Belgian properties we also organised a sector event ourselves on the possibilities of innovative healthcare real estate to support inclusive care. Moreover, our senior management is also involved in various train- ing and university programmes. CEO Stefaan Gielens is a fre- quent guest speaker in the postgraduate programme in real estate studies at KU Leuven while other Executive Committee members and country managers also regularly share their knowledge in seminars and education programmes. In addition, each year, we welcome interns to our offices and offer them the opportunity to gain valuable experience in an international work environment. Driving our CSR approach into the value chain To further embed sustainable best practices in the real estate market, we have developed a Charter for Responsible Supplier Relations inspired by the United Nations Global Compact (UNGC). It clarifies the social, ethical and sustainable responsibilities of suppliers when working with Aedifica. This includes adherence to Aedifica’s business ethics, compliance with labour standards, our anti-bribery and corruption policy and our human rights pol - icy, providing a healthy and safe workplace, and minimising the environmental impact. Through this Charter for Responsible Supplier Relations, Aedifica aims to provide a framework for its main partners in all countries where it operates to jointly respect and promote the 10 fundamental UNGC principles. In addition, Aedifica itself is also making various commitments to build sustainable and balanced relationships with its suppliers. THOMAS MOERMAN, GROUP GENERAL COUNSEL & COMPLIANCE OFFICER This Charter for Responsible Supplier Relations provides us with a solid framework for promoting our commitments to sustainable business practices with our partners, who we expect to share and support the same values as Aedifica. Inspiration session on healthcare and real estate organised by the Belgian team – 65 – Corporate governance Risk factors Financial statements Additional information Organisation 1. Our team 121 employees 45 women 76 men 41 years average age 109.3 FTEs Organisation 66 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2,020 hours of training (+7%) 20 average hours of training per employee (+14%) 8 offices across Europe The Aedifica team consists of 121 employees spread across eight different offices in six countries. Besides the head office in Brussels, we have established local teams in Germany, the Netherlands, Finland, Sweden and the UK. In addition, we have opened a ninth office in Berlin in January 2023. As Aedifica has grown strongly in recent years and moved into new countries, we transformed our hierarchical structure into a functional matrix in 2021. Our objective in doing so was to be as efficient and customer-focused as possible. Moreover, the structure also had to be scalable to new countries, once we have been able to build a sufficiently large portfolio there. Within the new structure, each local team concentrates on Aedifi - ca's core activities, while for support services (Finance, Legal, HR, IT, etc.) it calls on the head office in Brussels. To support the local teams in their business activities, ‘centres of excellence’ were established, bringing together the expertise and know-how of the different country teams and encouraging further cooperation and communication. These centres of excellence are coordinated by the head office and cooperate with country representatives. AGE OF STAFF 60 50 40 30 20 10 0 20 - 29 years 30 - 39 years 40 - 49 years 50 - 59 years 60 - 69 years 13 58 25 24 1 NATIONALITIES 61 Belgian 27 Finnish 9 Dutch 8 British 6 German 4 Swedish 2 French 4 Other BREAKDOWN OF STAFF BY OFFICE 67 Brussels 16 Oulu 11 Espoo 10 London 7 Amsterdam 5 Frankfurt 4 Stockholm 1 Bremen STEFAAN GIELENS, CEO With this new way of working, Aedifica is equipped to continue its growth trajectory in a sustainable way. Our new structure leverages the strengths we have built up over the years and provides a platform for sharing knowledge and best practices. – 67 – Corporate governance Risk factors Financial statements Additional information 2. Making our people thrive 2.1 A great place to work Employee survey Retaining engaged and motivated staff is key to our company's success. Therefore, in 2022, we organised an employee survey for the second year in a row in collaboration with an independent third party. This provided valuable insight into the priorities of our people and how effectively we were meeting them. It also provided us with the right tools to improve staff well-being and create a happy workforce. This year, we further expanded the scope of the survey: in addition to employees in Belgium, Germany and the Netherlands, teams in the UK and Sweden were now also surveyed. Following an in-depth analysis of the company’s culture, the survey evaluated our work- place in terms of the level of trust that employees experience in their leaders, the level of pride they have in their jobs, and the degree to which they value their colleagues. With a 92% participation rate, our second survey was again a great success. 82% of staff reported that they were proud to work for Aedifica, with almost nine out of ten employees confirming that they would recommend Aedifica as a great place to work. Aedifica was therefore recognised as a great place to work for the second year in a row, allowing the company to carry the Great Place to Work® Certified label through 2023. Top survey results: • pride, honesty, trustworthiness, comradeship and respect emerge as focus areas with the best scores; • people are treated fairly regardless of sexual orientation, race and gender; • management is competent running the business; • this is a physically safe place to work. 9 out of 10 employees would recommend Aedifica as a great place to work WERNER DIGNEF, HRMANAGER We are delighted that our staff have recognised Aedifica as a ‘Great Place to Work’ for the second time in a row. I would like to thank all employees for the enthusiasm and commitment they bring every day to make Aedifica such an enjoyable and vibrant place to work. Organisation 68 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review A diverse organisation Aedifica believes that diversity, equal opportunities and respect for everyone are fundamental to the proper functioning of the com- pany at all levels, i.e. at the level of its employees and the country managers, but also at Board and Executive Committee level (see pages 108-109). Indeed, when selecting employees and country managers, in addition to the individual skills and competences of a candidate, diversity in all its forms is considered so that a com - plementary team can be established with a good spread in terms of gender, age, education, cultural background, etc. This vision has resulted in a harmonised team that is made up of people from different educational and cultural backgrounds, with a good mix of experience and a balanced gender ratio. Our strong focus on diversity fosters internal creativity, enriches the internal dynamics within Aedifica and contributes strongly to the growth of the Company. This is substantiated by our recent employee survey showing that our employees feel fairly treated, regardless of their race or sexual orientation. In 2022, we had 121 employees of 11 different nationalities working at Aedifica (see page 67). During the year, we welcomed 21 new employees to Aedifica as part of our onboarding programme. 37% of our employees are female. HR selection policy Competences Focus on diversity = Focus on complementarity of multiple diversity aspects National & international experience Personality & profile Expertise & integrity – 69 – Corporate governance Risk factors Financial statements Additional information Employee new hires & turnover Emp-New Hires & Turnover in 2022 Number Rate New hires 21 17.3% Employee turnover 15 13.5% Employee gender diversity (Diversity-Emp) 1 Diversity-Emp in 2022 Women Men (headcount) (%) (headcount) (%) Employees 2 45 37% 76 63% Executive Committee 1 20% 4 80% Board of Directors 5 42% 7 58% Gender pay ratio (Diversity-Pay) Diversity-Pay in 2022 # people Gender ratio # FTEs Remuneration % Employees 3 Women 45 37% 37.15 81% Men 76 63% 72.15 Executive Committee 4 Women 1 25% 1 119% Men 3 75% 3 Board of Directors 5 Women 4 67% 111% Men 2 33% Training and development (Emp-Training) Emp-Training (1 Jan. - 31 Dec. 2022) # % Total number of employees 6 121 Number of employees who followed training 100 82.6% Total number of training hours 2,020 Average hours of training per employee 20.2 Total number of training hours – women 685 34% Total number of training hours – men 1,335 66% Employee performance appraisals (Emp-Dev) Emp-Dev 100% of the staff receive performance and career development reviews (formalised once a year) Attractive remuneration Our employees' remuneration consists of a fixed and a variable salary, supplemented by fringe benefits (such as a mobility budget, private health insurance and group insurance). The specific com- ponents of the remuneration package may vary from country to country, taking into account local legislation and the social secu- rity system. In principle, all staff are employed on an open-ended employment contract. Employees' variable remuneration is linked to individual performance and is paid annually. Belgian employees benefit from a non-recurrent result-based bonus plan linked to pre-defined collective targets (a mix of financial and non-financial KPIs). Finnish and Swedish staff members benefit from an equity incentive plan based on pre-defined targets related to investment capex and EBIT margin. Equal pay How well employees are paid is directly related to their motivation, but this only works if they are treated fairly and equally. This is why we believe in equal pay for equal work, regardless of gender. Aedifica conducts an annual gender pay gap analysis to identify potential imbalances. The female-to-male pay ratio among employ- ees improved from 75% in 2021 to 81% in 2022. That difference stems from a higher number of men in senior management. In equal positions, pay is similar and based on objective criteria such as qualifications, experience and ability, regardless of the employee's gender. Organisation 70 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2.2 Talent development At Aedifica, we have created a workplace culture in which employ- ees receive continuous feedback, in addition to a formal annual per- formance review by their manager. In 2022, 100% of our employees received a performance evaluation and development review. As well as bringing in new talent, we have continued to invest in and develop our current employees, with five employees over the last 12 months receiving a promotion or opportunity to move roles internally within Aedifica. Aedifica actively supports internal staff rotation, as it typically leads to improved skills and a better under - standing of the company culture and internal processes. Aedifica Academy In 2022, Aedifica Academy was launched with the aim of promoting the personal growth and development of our employees and fur- ther optimising our organisation. This training programme not only consists of a series of mandatory training courses on key topics within the company and the industry, but also allows employees to create their own personal and professional development pro - gramme. Aedifica Academy builds on Hoivatilat Academy, which our Finnish colleagues established three years ago. In 2022, Aed - ifica employees received an average of 20.2 hours of training per person, a 14% increase compared to 2021 (17.7 hours). Mandatory courses • Compliance training was offered to all employees within the Group. This training refreshed employees' knowledge of the rules in the Code of Conduct, Anti-Bribery and Corruption Policy, Privacy Policy, Dealing Code and Anti-Money Laundering Policy. Optional courses • An ‘Introduction to Investment Analysis’ course was offered to all employees working in Belgium. In this course, employees discover how investments are analysed while applying the theoretical approach to real-world case studies. In addition, the various steps in analysing a new country are also discussed. • Social media training was offered to the Finnish team. This course discussed the role and possibilities of social media and provided best practices so that employees can contribute to the company's online visibility. • Employees are encouraged to supplement their own programme in the Academy: in addition to optional courses offered by the Company, employees can also take external courses. These include job-specific training, such as postgraduate programmes in (healthcare) real estate at KU Leuven, as well as soft skills courses. 2023 programme • The ‘Introduction to Investment Analysis’ course was already offered to all Belgian employees in 2022 and to the teams in the Netherlands and Germany during the first months of 2023. Our other local teams will also have the opportunity during the year. • Building on the success with the Finnish team, a course on social media will also be offered to the other teams in the second half of the year. • Other courses will be added to our programme during 2023. 1. As of 31 December 2022. 2. Including the Executive Committee. 3. Excluding the Executive Committee. 4. Excluding CEO. 5. Excluding Chair of the Board and Executive Committee members. 6. At the end of the reporting period in FTE. JUHO MALMI, MARKETING MANAGER With the social media training, we wanted to encourage our employees to become ambassadors of our company. We already noticed that people have become more active on social media, which also creates more visibility for us. FILIP DE CLERCQ, INVESTMENT MANAGER A good understanding of the rationale behind our investments is essential for everyone working at Aedifica. It is great to see that after the training, employees from all departments can now identify even better with our investment approach. – 71 – Corporate governance Risk factors Financial statements Additional information Townhall meetings We have revised our approach to formal internal communications to provide consistency and clarity to set pieces such as interim and end of year results. This ensures that our strategy is clear and is supplemented by a series of more informal, topical and creative interventions to engage and inform our people on a range of initi - atives, ideas and business updates. In 2022, we organised 9 townhall meetings in total. In addition to discussing the financial results every quarter, town hall meetings were organised on the results of the employee survey, our CSR strategy, innovations to our corporate structure and market trends within the sector. 2.3 Health & well-being At Aedifica, we take ‘housing with care’ seriously in all our business activities. The care principles we apply to our real estate portfolio also apply to our own workforce. By looking after the health and well-being of our employees, we ensure that Aedifica remains an attractive place to work. By embedding our corporate values into our operations, we aim to remain a leader in the healthcare real estate sector. Employee health & well-being A Health & Well-being Committee was established in 2021 and met two times in 2022. The Committee includes members of the Human Resources department, head office staff, and representatives of our local teams. The Committee has been working on our employee engagement programme and have prepared an action plan based on the results of the annual employee engagement survey in early 2022. The employee engagement programme will cover topics such as work-life balance, health and safety in the office, employee growth and development, and employee recognition. The commit- tee has already launched a number of initiatives in 2022, such as healthier snacks in the office, the telework policy in Belgium and a sports encouragement programme in Finland, etc. There were five work-related accidents to report in 2022. However, these were accidents without serious or permanent consequences (one incident in the office due to distraction, one incident during a team building event and three incidents when leaving the office building). We hold regular emergency drills at our head office and first aid can be provided in our offices if needed. Employee health and safety (H&S-Emp) H&S Emp 2022 Work-related accidents 5 Lost day rate 0% Absenteeism rate 3% A better work-life balance with our telework policy In 2021, Aedifica introduced a telework policy for its employees at its head office in Belgium. This policy allows all employees to work up to 50% of their working hours from home. This flexible arrangement allows staff to reduce their commute and better bal - ance their work and private lives. Following a positive evaluation from employees in Belgium, the policy will be extended in the future to the other countries where Aedifica operates, in accordance with applicable local social legislation. This also plays an important role in attracting people to work for Aedifica, as candidates increasingly ask about this. ANNA SAARINEN, GENERAL COUNSEL Creating an attractive and meaningful workplace is critical in our industry to attract and retain talent. Organisation 72 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Care • Implementing a robust employee engagement programme, developed by and for our employees • Providing flexible working conditions so employees have a positive work-life balance Transparency • Updating our internal codes, standards and guidelines to reflect industry best practice • Informing employees on the Code of Ethics annually Leadership • Measuring engagement levels through independent surveys to identify further improvements to our organisation and truly become an industry leader • Inspiring and recognising the talent working at Aedifica Agile • Offering employees a development plan that increases personal and professional skills to meet the challenging needs of our industry • Having succession planning in place for all key positions Putting our corporate values into practice – 73 – Corporate governance Risk factors Financial statements Additional information 3. Ethics, compliance and integrity Aedifica pursues a business culture characterised by honesty and integrity, a sense of responsibility, strict ethics, and compliance with the statutory rules and corporate governance standards. This has been part of Aedifica’s heritage since its founding in 2005 and we will continue to follow this path. In this context, Aedifica has developed various policies setting out the rules that shape such corporate culture. We seek to continu- ously improve and professionalise our policies to ensure the highest ethical and compliance standards. 3.1 Code of conduct Aedifica has developed a Code of Conduct that provides an ethical framework and offers guidelines to its employees on how to behave to live up to the high ethical values and standards we pursue. The Code of Conduct therefore ensures that our employees enhance and protect the good reputation of the Company, more specifically in its relationship with customers, shareholders and other stake- holders, as well as with society in general. The Code of Conduct reflects Aedifica’s core values, including our commitments to respecting human rights, preventing market abuse and fighting corruption, and in that respect it incorporates by refer- ence our other internal ethical policies (Dealing Code, Anti-Bribery and Corruption Policy and Human Rights Policy). We communicate the Code on our website, our intranet and through mandatory training for all employees. We have a stringent approach to bribery and corruption, fraud, (illegal) misconduct, insider trad- ing, discrimination and all other forms of violations of our Code of Conduct. The effectiveness of, and compliance with, the Code is structurally assessed by: 1. actively detecting and investigating any alleged misconduct and taking appropriate disciplinary action if misconduct is substantiated; 2. incorporating compliance with the Code of Conduct in our onboarding package for new employees; 3. monitoring that all staff (both internal and external) have attended the annual training sessions on the Code of Conduct; 4. reporting of incidents to the Executive Committee and the Board of Directors. All employees are encouraged to report concerns about the Code of Conduct and possible infringements thereof. A special whistle- blowing procedure was created for employees to establish a safe environment to make such reports, in addition to the already existing direct reporting options towards supervisors and the HR team. In 2022, no complaints about alleged infringements of the Code of Conduct were received from employees. More generally, no violations of the Code of Conduct were identified. 3.2 Prevention of money laundering and terrorism financing risks Aedifica has developed and implemented policies to counter money laundering and the financing of terrorism and proliferation. This allows the Group to subject the establishment of business relationships with customers or the conclusion of transactions with counterparties to a prior assessment of potential money laundering, terrorist financing and reputation risks. After entering into a business relationship, a system of continuous monitoring is put in place. Employees involved in implementing this policy are regularly informed and receive specific training. 3.3 Personal data protection We are committed to respecting and protecting the privacy rights of our employees, customers, shareholders, suppliers and every - one with whom we do business. Personal data is managed in a professional, lawful and ethical manner, in accordance with our internal and external privacy policy and in compliance with applicable laws and regulations. We have implemented technical and organisational measures to prevent the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, personal data. 3.4 Cybersecurity Aedifica relies heavily on various IT systems to collect, analyse and process (financial) information. Good management of the IT infrastructure is of fundamental importance for the Group. A loss, compromise or unavailability of, or major problems with, these systems could cause a disruption of management and investment activities, and a disruption of the internal and external reporting pro- cess. Data breaches could jeopardise the confidentiality of our data. Cybersecurity is therefore a high priority for Aedifica, as cybersecu- rity attacks by nation states, phishing, ransomware and value chain attacks are becoming increasingly common and sophisticated. With the increasing use of a digital working environment (on-site and at home), the role of IT services in providing seamless access to all corporate resources as well as ensuring information security is more important than ever. To protect our systems and data, and those of our customers and shareholders, we are constantly vigilant and have the necessary measures in place. Aedifica has an IT team assisted by an external partner in managing the IT infrastructure (hardware and software) and data security and storage. Internally, a cyber security plan has been developed to prevent and detect cyber-attacks and limit their impact. The plan will be externally audited in 2023 and the results will be discussed in the Audit and Risk Committee and in the Board of Directors. Besides the functional and technical aspects of the plan (aimed at further developing state-of-the-art IT security infrastructure and solutions), the cyber plan also provides for regular (mandatory) IT training for employees to make them aware of cyber security and prevent phishing and other cyber threats. Aedifica also has a cyber security insurance policy in place that provides cover against various types of cybercrime. Aedifica is regularly subjected to cyber-attacks, through phishing, organised malware attacks or otherwise. In the past, Aedifica has been the victim of one data security breach due to a cyber-attack (namely in March 2021). This breach was reported to the data protection authority. The impact of that cyber-attack on Aedifica’s operations was very limited and did also not cause a demonstrable loss of personal data nor did it result in high risk to the rights and freedom of the data subjects possibly concerned (if any). Organisation 74 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review SVEN BOGAERTS, CLO/CM&AO We have no separate set of values that serve as the basis for how we conduct our business. Our policies are based on fundamental moral principles as honesty, fairness, responsibility, respect and caring, which should apply in all facets of life. Saamborgh Almere Buiten - Almere (NL) – 75 – Corporate governance Risk factors Financial statements Additional information Financial review Financial review 76 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review * Alternative Performance Measure (APM) in accordance with ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on the guidelines issued by the ESMA. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of its results and performance. The APMs used in this Annual Financial Report are identified with an asterisk (). Performance measures defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in Note 44 of the Consolidated Financial Statements. 1. The ratio of ‘operating result before result on portfolio’ (lines I to XV of the consolidated income statement) to ‘net interest charges’ (line XXI). Highlights €803m in new investments & developments 40 projects completed totalling €295m 43.6% debt-to-assets ratio € 310m raised on capital markets € 4.76/share EPRA Earnings 1.3% average cost of debt 4.9% gross dividend yield as at 31 December 2022 € 79.38/share net asset value 7.5x interest cover ratio 1 €273m rental income +18% YoY +4.2% LFL 4.7 years weighted average maturity of drawn credit lines 39,855,243 shares on the stock market € 181m EPRA Earnings +20% YoY BBB investment-grade credit rating with stable outlook € 3.70/share proposed gross dividend +9% – 77 – Corporate governance Risk factors Financial statements Additional information 1. Financial performance 1 1.1 Investments 1.1.1 Investments, completions and disposals in 2022 Name Type Location Date Investment (€ million) 2 Pipeline (€ million) 3 Gross rental yield (approx. %) Completion/ implementa- tion Lease Operator Belgium 61 29 Résidence Véronique Acquisition & extension Somme- Leuze 17/05/2022 11 10 4.5% Q4 2024 27 yrs - NNN Vulpia Militza portfolio (2 sites) Acquisition & extension Bruges & Ghent 06/07/2022 50 19 4% Q2 2025 27 yrs - NNN My-Assist Germany 7.5 - An der Therme Acquisition Mühlhausen 29/06/2022 7.5 - 5% - WAULT 14 yrs - NN Alloheim Netherlands 17 7 CosMed Kliniek 4 Acquisition Bosch en Duin 25/05/2022 7.5 - 6% - 15 yrs - NNN Sandstep Healthcare Het Gouden Hart Almere 5 Acquisition & development Almere 06/07/2022 2 7 5% Q1 2024 NNN Korian Netherlands Oosterbeek Warm Hart 4 Acquisition & renovation Oosterbeek 09/12/2022 7.5 - 5.5% - 20 yrs - NNN Warm Hart United Kingdom 6 164.5 118.5 Dawlish Acquisition & development Dawlish 01/04/2022 2.5 12.5 6.5% Q4 2023 30 yrs - NNN MMCG Channel Islands portfolio (6 care homes) Acquisition & extension Jersey & Isle of Man 01/04/2022 54 15 6% - 25 yrs - NNN LV Care Group Sleaford Ashfield Road Acquisition & development Sleaford 31/05/2022 3 10 5.5% Q4 2023 35 yrs - NNN Torsion Care Hooton Road Acquisition & development Hooton 01/06/2022 2 14.5 6% Q1 2024 30 yrs - NNN Sandstone Care Group Creggan Bahn Court Acquisition Ayr 20/06/2022 10 - 6% - 30 yrs - NNN MMCG Spaldrick House Forward purchase Isle of Man 20/07/2022 - 12 6% Q1 2024 25 yrs - NNN LV Care Group Biddenham St James Development Biddenham 09/09/2022 3 13 6% Q1 2024 30 yrs - NNN MMCG LNT portfolio (3 sites) Acquisition & development Holt, Whitby & Moretaine 23/09/2022 35 16 5% Q1 2023 35 yrs - NNN Danforth & Ideal Care Homes St Mary’s Riverside & St Mary’s Lincoln Acquisition & development Hessle & Lincoln 05/10/2022 18 13 5% Q1 2024 30 yrs - NNN Burlington York Bluebeck Drive Acquisition & development York 14/10/2022 3 12.5 6% Q2 2024 35 yrs - NNN Torwood Care Rawdon Green Lane Acquisition & development Rawdon 28/10/2022 17 - 5.5% - 35 yrs - NNN Danforth Northampton Thompson Way Acquisition & development Northamp- ton 01/11/2022 17 - 5.5% - 35 yrs - NNN Anchor €803 million in new investments & projects in 57 sites 1. This financial review is based on the Consolidated Financial Statements. However, it also includes some information on the statutory accounts, but this is always specifically mentioned. The complete statutory financial statements and the statutory Management Report will be registered at the National Bank of Belgium within the legal deadlines and may be obtained free of charge on the Company’s website (www.aedifica.eu) or upon request at the head office. 2. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also often generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired). 3. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. The development projects are listed in the overview of the investment programme (see page 44-46). 4. This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake. 5. This project is being developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only consid- ers the part of the budget that will be financed by Aedifica. 6. Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date. Financial review 78 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Name Type Location Date Investment (€ million) 2 Pipeline (€ million) 3 Gross rental yield (approx. %) Completion/ implementa- tion Lease Operator Finland 23 74.5 6% Tampere Teräskatu Development Tampere 24/03/2022 - 8.5 Q4 2023 20 yrs - NN Municipality Helsinki Käräjätuvantie Development Helsinki 20/04/2022 - 8.5 Q4 2024 20 yrs - NN Municipality Helsinki Kutomokuja Development Helsinki 20/04/2022 - 8.5 Q4 2024 20 yrs - NN Municipality Valkeakoski Juusontie Development Valkeakoski 04/05/2022 - 2 Q1 2023 15 yrs - NN Aurinkosilta Oulu Patenie- menranta Development Oulu 06/05/2022 - 2 Q3 2023 15 yrs - NN Pilke Rovaniemi Rakkakiventie Development Rovaniemi 19/05/2022 - 3 Q1 2023 15 yrs - NN Palvelukoti Kotipetäjä Espoo Ylismäenkuja Development Espoo 06/07/2022 - 1.5 Q3 2023 15 yrs - NN Pilke Oulu Vaarapiha Development Oulu 25/07/2022 - 15 Q4 2023 15 yrs - NN Nonna Group Liminka Saunarannantie Development Liminka 29/07/2022 2.5 - - 15 yrs - NN Pilke Oulu Jahtivoudintie Acquisition & extension Oulu 01/08/2022 9 9.5 Q3 2023 25 yrs - NN Municipality Oulu Tahtimarssi Development Oulu 24/11/2022 - 12 Q4 2024 25 yrs - NN Municipality Tuusula Temmontie Development Tuusula 26/11/2022 - 2 Q4 2023 20 yrs - NN Kuntou- tumiskoti Metsätähti Oulu Upseerinkatu Development Oulu 30/11/2022 - 2 Q3 2023 15 yrs - NN English Speaking Playschool of Oulu Äänekoski Ääneniementie Development Äänekoski 09/12/2022 2 - - 20 yrs - NN Hoitokoti Ääneniemen Helmi Kerava Lehmuskatu Development Kerava 22/12/2022 7.5 - - 20 yrs - NN Municipality Jyväskylä Ailakinkatu Extension Jyväskylä 30/12/2022 2 - - 15 yrs - NN Municipality Sweden 6 5.5 18 6% Nynäshamn Källberga Acquisition & development Nynäshamn 21/02/2022 2 16.5 Q4 2023 15 yrs - NN Raoul Wallen- bergskolan Strängnäs Bivägen Acquisition & development Strängnas 28/02/2022 0.5 1.5 Q1 2023 15 yrs - NN Humana Staffanstorp Borggårdsallén Acquisition Staffanstorp 01/04/2022 3 - - 14 yrs - NN Municipality Ireland 195.5 69 Silver Stream portfolio (3 sites) Acquisition Dundalk, Duleek & Riverstick 16/09/2022 57 - 5% - 25 yrs -NNN Silver Stream Healthcare Dunshaughlin Business Park Acquisition & development Dunshaug- hlin 11/05/2022 1.5 17 5% Q4 2023 25 yrs - NNN Grace Healthcare Craddock House Nursing Home Acquisition Naas 17/05/2022 11 - 5.5% - 20 yrs -NNN Virtue Bartra portfolio (4 sites) Acquisition & forward purchase Dublin 19/08/2022 125 36 5% Q3 2023 25 yrs - NNN Bartra Healthcare Sligo Finisklin Road Acquisition & development Sligo 27/09/2022 1 16 5% Q2 2024 25 yrs - NNN Coolmine Caring Services Group Spain 1.5 11.5 Tomares Miró Acquisition & development Tomares 29/07/2022 1.5 11.5 5.5% Q1 2024 30 yrs - NNN Neurocare Home Total 475.5 327.5 – 79 – Corporate governance Risk factors Financial statements Additional information 40 projects completed Name Type Location Date Investment (€ million ) 1 Gross rental yield (approx. %) Lease Operator Belgium 6 ‘t Spelthof Extension Binkom 18/04/2022 6 5% 27 yrs - NNN Vulpia Germany 81 Seniorenhaus Lessingstrasse Acquisition subject to outstanding conditions Wurzen 01/02/2022 7 5.5% 25 yrs - NN Seniorenhaus Lessingstrasse Am Tierpark Renovation Ueckermünde 31/03/2022 1 5% 23 yrs - NN Vitanas Haus Wellengrund Redevelopment Stemwede 30/09/2022 7 6% 30 yrs - NNN Argentum Seniorenquartier Twistringen Development Twistringen 05/10/2022 13 5% 30 yrs - NNN EMVIA Living Seniorenquartier Langwedel 2 Development Langwedel 08/12/2022 13 5% 30 yrs - NNN EMVIA Living Quartier am Rathausmarkt Development Bremervörde 15/12/2022 16 5% 30 yrs - NN Specht & Tegeler Wohnstift am Weinberg Renovation Kassel 16/12/2022 13 5.5% WAULT 27 yrs - NN Cosiq Seniorenquartier Schwerin Development Schwerin 23/12/2022 11 5% 30 yrs - NNN EMVIA Living Netherlands 39.5 Saamborgh Almere Buiten Development Almere 01/02/2022 7 5.5% 20 yrs - NNN Saamborgh Villa Horst en Berg 3 Development Soest 04/02/2022 3 5.5% NNN Korian Netherlands Het Gouden Hart Lelystad 3 Development Lelystad 25/02/2022 4 5.5% NNN Korian Netherlands Martha Flora Goes Development Goes 28/02/2022 5 5.5% 25 yrs - NNN Martha Flora Villa Florian 3 Development Blaricum 28/02/2022 4 5.5% NNN Korian Netherlands Villa den Haen 3 Development Woudenberg 09/05/2022 4 5.5% NNN Korian Netherlands Martha Flora Oegstgeest Development Oegstgeest 01/07/2022 5 5.5% 25 yrs - NNN Martha Flora Martha Flora Breda Development Breda 21/11/2022 5 25 yrs - NNN Martha Flora Oosterbeek Warm Hart 4 Development Oosterbeek 09/12/2022 2.5 5.5% 20 yrs - NNN Warm Hart 40 projects of the investment programme completed totalling €295 million 1. For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding condi- tions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings. 2. Partial completion. 3. This project was developed within the joint venture with the Korian group. Aedifica and Korian each financed 50% of the total budget. This table only considers the part of the budget that was financed by Aedifica. 4. This project was developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake. 5. Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date. Financial review 80 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Name Type Location Date Investment (€ million ) 1 Gross rental yield (approx. %) Lease Operator United Kingdom 5 69 Wellingborough Glenvale Park Development Wellingborough 31/03/2022 12 5.5% 35 yrs - NNN Halcyon Care Homes Aylesbury Martin Dalby Development Aylesbury 09/09/2022 10 7% 30 yrs - NNN MMCG Rawdon Green Lane Development Rawdon 28/10/2022 11 5.5% 35 yrs - NNN Danforth Northampton Thompson Way Development Northampton 01/11/2022 11 5.5% 35 yrs - NNN Anchor Shipley Canal Works Development Shipley 16/12/2022 8 30 yrs - NNN Burlington Holt Heath Farm Development Holt 16/12/2022 17 5% 35 yrs - NNN Danforth Finland 96.5 6% Jyväskylä Haukankaari Development Jyväskylä 31/01/2022 3 20 yrs - NN Rinnekoti Tampereen Haiharansuu Development Tampere 08/04/2022 3 15 yrs - NN Tampereen ensija turvakoti MT Espoo Kurttilantie Development Espoo 18/05/2022 3 15 yrs - NN Mehiläinen Kajaanin Menninkäisentie Extension Kajaani 31/05/2022 1 15 yrs - NN Esperi Liminka Saunarannantie Development Liminka 29/07/2022 2.5 15 yrs - NN Pilke Oulu Juhlamarssi Development Oulu 30/08/2022 8 15 yrs - NN Attendo Helsinki Malminkartano Development Helsinki 22/11/2022 24 15 yrs - NN Norlandia & KVPS Helsinki Kansantie Development Helsinki 30/11/2022 10 20 yrs - NN Municipality Kuopio Opistotie Development Kuopio 30/11/2022 13 15 yrs - NN Norlandia Äänekoski Ääneniementie Development Äänekoski 09/12/2022 2 20 yrs - NN Hoitokoti Ääneniemen Helmi Oy Turku Herttuankulma Development Turku 20/12/2022 6 20 yrs - NN Ikifit Kerava Lehmuskatu Development Kerava 22/12/2022 7 20 yrs - NN Municipality Jyväskylä Ailakinkatu Extension Jyväskylä 30/12/2022 2 15 yrs - NN Municipality Kangasala Vällintie Development Kangasala 30/12/2022 2 15 yrs - NN Pilke Tampere Sisunaukio Development Tampere 30/12/2022 10 20 yrs - NN Ikifit & Pikkututkija Sweden 5 2.5 6% Fanna 24:19 Development Enköping 19/08/2022 2.5 15 yrs - NN Serigmo Care KÅS Total 294.5 Aylesbury Martin Dalby - Aylesbury (UK) – 81 – Corporate governance Risk factors Financial statements Additional information 11 disposals to optimise property portfolio Name Location Date Selling price (€ million) Belgium 2.3 La Boule de Cristal Wanlin 27/04/2022 2.3 United Kingdom 3 4.7 Athorpe Lodge and The Glades Sheffield 22/04/2022 4.7 Finland 29 Oulun Rakkakiventie Oulu 28/01/2022 29 Ylöjärven Mustarastaantie Ylöjärvi Oulun Kehätie Oulu Porin Palokärjentie Pori Sipoon Satotalmantie Sipoo Vihdin Pengerkuja Vihti Joutsenon Päiväkoti Lappeenranta Siilinjärven Honkarannantie Siilinjärvi Kouvolan Pappilantie Kouvola Total 36 1. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired). 2. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. 3. Amounts in £ were converted into € based on the exchange rate of the transaction date. 4. For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding condi- tions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings. 11 disposals to optimise property portfolio Northwood Nursing Home - Dublin (IE) Financial review 82 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.1.2 Important events after 31 December 2022 €21.5 million in new investments and developments Name Type Location Date Investment (€ million) 1 Pipeline (€ million) 2 Gross rental yield (approx. %) Completion/ implementa- tion Lease Operator Finland 21.5 6% Espoo Kuurinkallio Development Espoo 16/01/2023 - 7 Q2 2024 15 yrs - NN Pilke Humana Finland Kuopio Torpankatu Development Kuopio 25/01/2023 - 5.5 Q1 2024 15 yrs - NN Esperi Nokia Tähtisumunkatu Development Nokia 26/01/2023 - 3 Q4 2023 15 yrs - NN HDL Sotkamo Härkökivenkatu Development Sotkamo 27/01/2023 - 2.5 Q1 2024 15 yrs - NN Esperi Salo Linnankoskentie Development Salo 07/03/2023 - 3.5 Q1 2024 15 yrs - NN Sospro Total 21.5 6 projects of the investment programme completed Name Type Location Date Investment (€ million) 4 Gross rental yield (approx. %) Lease Operator Germany 3 Seniorenquartier Langwedel Development Langwedel 10/03/2023 3 5% 30 yrs - NNN EMVIA Living Netherlands 1 HGH Amersfoort Renovation Amersfoort 01/01/2023 1 5% 25 yrs - NNN Korian Netherlands Finland 5 6% Rovaniemi Rakkakiventie Development Rovaniemi 28/02/2023 3 15 yrs - NN Palvelukoti Kotipetäjä Valkeakoski Juusontie Development Valkeakoski 15/03/2023 2 15 yrs - NN Aurinkosilta Ireland 15 Tramore Nursing Home Development Tramore 20/01/2023 15 5.5% 25 yrs - NNN Mowlam Healthcare Total 24 Fiscal Investment Institutions ('FBI') in the Netherlands In September 2022, the Dutch government announced its intention to exclude direct investments in real estate from the Fiscal Invest- ment Institutions (Fiscale Beleggingsinstellingen, ‘FBI’) regime as from 1 January 2024. The possible entry into force of this measure was recently postponed to 1 January 2025. Although the Aedifica Group was of the opinion that it meets the conditions for claiming FBI status and submitted applications to the Dutch tax authorities to that effect, the Group opted, as a matter of prudence, for a common law tax burden in the results of its Dutch subsidiaries from the start of its operations in the Netherlands in 2016. The Aedifica Group still claims the application of this regime for its subsidiaries active in the Netherlands. In case the FBI regime is granted, the cumulative positive retroactive impact on current taxes and EPRA Earnings is estimated to amount to approx. €13 million for the period 2016-2022. During recent discussions with the Dutch tax authorities, Aedifica Group received confirmation that the FBI requirements have in any event already been met for the period up to 2020. Refunds will be recognised in the income statement upon receipt of final corporate tax assessments. Orpea's strategic pivot In mid-February 2023, Orpea announced a change in its strategy after the group faced financial difficulties and initiated an amicable settlement procedure with its creditors to renegotiate its debts. The Orpea group operates 21 Aedifica care homes (BE: 9; DE: 5; NL: 7) and represents 4.8% of the Group's contractual rental income (BE: 2.5%; DE: 1.2%; NL: 1.1%). As part of this strategic transformation, Orpea no longer considers Belgium as a strategic market and intends to stop its operational activities in five Aedifica care homes (New Philip, Jardins de Provence, Bel-Air, Résidence Service & Résidence du Golf). Although the leases continue, Aed - ifica is negotiating with Orpea to terminate the contracts. However, Aedifica's other four care homes operated by Orpea remain opera- tional. Germany and the Netherlands remain strategically important to Orpea, so there is no impact on operational activities there either. – 83 – Corporate governance Risk factors Financial statements Additional information 4% Investment credit 36% Term loans 17% Revolving loans 8% USPP GBP 20% Bond 4% Medium term notes 11% Short term treasury notes COMPOSITION OF FINANCIAL DEBTS (%) 700 600 500 400 300 200 100 - 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 31/12/2023 31/12/2024 31/12/2025 31/12/2026 31/12/2027 31/12/2028 >31/12/2029 31/12/2022 31/01/2023 2 231/12/2023 31/12/2024 31/12/2025 FINANCIAL DEBT MATURITY (IN € MILLION) INTEREST RATE HEDGING 1 Treasury notes USPP GBP Sustainable bond Drawn credit lines Undrawn credit lines Fixed rate debt Swaps Caps Unhedged floating rate debt 34% 34% 34% 34% 34% 32% 42% 41% 48% 46% 12% 12% 12% 4% 22% 11% 13% 14% 21% INGRID DAERDEN, CFO In 2022, we contracted nearly €520 million in bank loans, of which 59% is linked to sustainability KPIs. This underlines our efforts to integrate ESG criteria into our financial policy. 1.2 Management of financial resources 1.2.1 Credit rating In August 2022, S&P has reaffirmed the BBB investment-grade rating with a stable outlook, reflecting the strength of the Group’s balance sheet and the improvement of its liquidity. The stable out - look reflects the predictable rental income supported by resilient health care assets and overall long leases which will continue to generate stable cash flows over the next few years. S&P’s credit rating research is available on Aedifica’s website. 1.2.2 Sustainability Bond In September 2021, Aedifica has successfully priced its first bench- mark Sustainability Bond for a total size of €500 million. The notes are issued with a tenor of 10 years paying a fixed coupon of 0.75% per annum. The strong investor demand for Aedifica was evidenced by an orderbook of €1.8 billion, more than 3.6 times covering the deal size. The proceeds of the issuance of the Sustainability Bond will be used to (re)finance environmentally sustainable healthcare assets as defined in the Company’s updated Sustainable Finance Frame- work. V.E. provided a Second Party Opinion on the alignment of the Sustainable Finance Framework with relevant international standards, including the ICMA Green- and Social Bond Principles. The bond is listed on the Luxembourg Stock Exchange (Euro MTF Market) since 9 September 2021. Type ISIN-code Nominal amount (in € million ) Duration (years) Maturity date Coupon Indicative price on 31/12/2022 Sustainability bond BE6330288687 500 10 09/09/2031 0.75% 65.48 Financial review 84 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.2.3 Financial debts During the 2022 financial year, Aedifica strengthened its financial resources by securing new, long-term financing with seven dif- ferent banks. Part of the loans were contracted in pound sterling (£160million) to finance the expansion of the UK portfolio. In total, Aedifica has contracted bank loans for a euro equivalent of €516million, of which €396 million is new financing and €120million is early refinancing. 59% (€304 million) of these bank loans is linked to sustainability KPIs or is contracted under Aedifica’s Sustainable Finance Framework. The loans have due dates between 2027 and 2028. Taking these elements into account, the maturity dates of Aedifica’s financial debts as of 31 December 2022 are as follows: Financial debt (in € million) 3 Lines Utilisation of which treasury notes 31/12/2023 578 423 263 31/12/2024 425 265 - 31/12/2025 531 170 - 31/12/2026 390 237 - 31/12/2027 532 430 50 31/12/2028 317 317 25 >31/12/2028 614 614 12 Total as of 31 December 2022 3,387 2,457 350 Weighted average maturity (in years) 4 4.0 4.7 - Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the drawn financial debt as at 31December 2022 is 4.7 years. The available liquidity after deduc- tion of the short-term commercial paper stood at €667 million on 31December 2022. After the close of the 2022 financial year, Aedifica contracted €40million of bank loans (early refinancing) maturing in 2029. The average cost of debt including commitment fees is 1.4%, lower than in the previous financial year (1.5%). As at 31 December 2022, Aedifica’s consolidated debt-to-assets ratio amounted to 43.6%. At the beginning of 2023, 88.7% of financial debt is hedged against interest rate risk, i.e., the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The hedging’s weighted average maturity is 6.6 years. Loans contracted under Aedifica’s Sustainable Finance Framework or linked to sustainability KPIs amount to €884 million, of which €847 million is drawn on 31 December 2022 (34% of the drawn debt), underlining the Group’s wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy. 1.2.4 Equity In 2022, Aedifica completed one capital increase in cash and two capital increases by contribution in kind, raising nearly €310 million. These capital increases strengthened Aedifica’s equity position and partly financed acquisitions and development projects while maintaining a strong balance sheet. Contribution in kind of €7.5 million On 17 May 2022, the acquisition of the Résidence Véronique care home in Somme-Leuze (Belgium) was carried out through the contribution in kind in Aedifica NV/SA of 100% of the shares in a Belgian real estate company. As consideration for the contribution, 74,172 new Aedifica shares were issued following a capital increase by the Board of Directors within the framework of the authorised capital. The new shares have been listed since 18 May 2022 and are entitled to the dividend for the 2022 financial year (coupon no. 30 and following). Capital increase of €254.5 million On 23 June 2022, Aedifica successfully launched a capital increase in cash within the authorised capital by way of an accelerated bookbuilding with international institutional investors (an ‘ABB’) for a gross amount of €254.5 million. On 29 June 2022, the Company issued 2,925,000 new shares at an issue price of €87 per share, i.e. €254,475,000 (including share premium). The new shares were immediately admitted to trading and are entitled to a pro rata temporis dividend for the 2022 financial year as from 29 June 2022 (coupon no. 31 and following). Within the framework of this transaction, coupon no. 30, representing the right to the pro rata temporis dividend for the period from 1 January 2022 to 28 June 2022 inclusive, was detached from the existing shares, effective as of 27 June 2022 (ex-coupon date). Contribution in kind of €47 million On 6 July 2022, the acquisition of two care properties in Bruges and Ghent (Belgium) was carried out through the contribution in kind in Aedifica NV/SA of 100% of the shares in a Belgian real estate company. As consideration for the contribution, 547,914 new Aedifica shares were issued following a capital increase by the Board of Directors within the framework of the authorised capital. The new shares have been listed since 7 July 2022 and are entitled to a pro rata temporis dividend for the 2022 financial year as from 29 June 2022 (coupon no. 31 and following). Following this transaction, the total number of Aedifica shares amounts to 39,855,243 and the share capital amounts to €1,051,691,535.73. 1. Assuming debt as at 31 December 2022 remains unchanged. 2. The 88.7% hedge ratio includes forward starting swaps starting at the beginning of January 2023. On 31 December 2022, the hedge ratio stood at 78.2%. 3. Amounts in £ were converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£). 4. Without regard to short-term treasury notes. – 85 – Corporate governance Risk factors Financial statements Additional information 1.3 Summary of the consolidated financial statements 1.3.1 Consolidated results Consolidated income statement - analytical format (x €1,000) 31/12/2022 31/12/2021 Rental income 273,132 232,118 Rental-related charges -1,589 -686 Net rental income 271,543 231,432 Operating charges -41,869 -38,105 Operating result before result on portfolio 229,674 193,327 EBIT margin (%) 84.6% 83.5% Financial result excl. changes in fair value -36,239 -32,162 Corporate tax -11,970 -9,718 Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings 362 360 Non-controlling interests in respect of EPRA Earnings -441 -328 EPRA Earnings (owners of the parent) 181,386 151,479 Denominator (IAS 33) 38,113,384 34,789,526 EPRA Earnings (owners of the parent) per share (€/share) 4.76 4.35 EPRA Earnings 181,386 151,479 Changes in fair value of financial assets and liabilities 123,242 14,813 Changes in fair value of investment properties 84,877 160,211 Gains and losses on disposals of investment properties 787 534 Tax on profits or losses on disposals 0 -559 Goodwill impairment -18,103 -3,540 Deferred taxes in respect of EPRA adjustments -42,705 -46,452 Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above 1,806 6,011 Non-controlling interests in respect of the above 488 -673 Roundings 0 0 Profit (owners of the parent) 331,778 281,824 Denominator (IAS 33) 38,113,384 34,789,526 Earnings per share (owners of the parent - IAS 33 - €/share) 8.71 8.10 The consolidated turnover (consolidated rental income) for the 2022 financial year amounted to €273.1 million, an increase of approx. 18% compared to the turnover of the previous financial year (€232.1 million). Consolidated rental income (x €1,000) 2022.01 - 2022.03 2022.04 - 2022.06 2022.07- 2022.09 2022.10 - 2022.12 2022.01 - 2022.12 2021.01 - 2021.12 Var. (%) on a like-for-like basis 1 Var. (%) Belgium 16,145 16,430 17,259 17,598 67,432 62,548 +4.6% +7.8% Germany 13,917 14,009 14,178 14,634 56,738 44,971 +2.2% +26.2% Netherlands 8,020 8,010 8,688 8,853 33,571 30,429 +4.2% +10.3% United Kingdom 13,283 14,428 14,450 15,311 57,472 49,911 +5.0% +15.1% Finland 11,346 10,816 11,111 11,452 44,725 39,797 +3.7% +12.4% Sweden 951 992 990 984 3,917 1,958 +2.6% +100.1% Ireland 1,219 1,468 2,730 3,828 9,245 2,504 +5.8% +269.2% Spain - - - 32 32 - - - Total 64,881 66,153 69,406 72,692 273,132 232,118 +4.2% +17.7% 1. The variation on a like-for-like basis is shown for each country in the local currency. The total variation on a like-for-like basis is shown in the Group currency. 2. That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as of 31 December 2021 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as of 31 December 2022. It also includes ancillary acquisition costs and changes in the right of use of plots of land. Financial review 86 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review The 4.2% like-for-like variation in rental income can be broken down into +3.3% indexation of rents, +0.8% rent negotiations and +0.1% exchange rate fluctuation. The increase in consolidated rental income demonstrates the rel - evance of Aedifica’s investment strategy and can be attributed to the large number of sites that Aedifica has added to its portfolio through the completion of new acquisitions and the delivery of development projects from the investment programme. After deduction of the rental-related charges (€1.6 million), the net rental income amounts to €271.5 million (+17% compared to 31December 2021). The property result amounts to €271.9 million (31 December 2021: €230.5 million). This result, less other direct costs, leads to a property operating result of €262.6 million (31 December 2021: €222.9million). This implies an operating margin of 96.7% (31December 2021: 96.3%). After deducting overheads of €33.6 million (31 December 2021: €30.9 million) and taking into account other operating income and charges, the operating result before result on the portfolio has increased by 19% to reach €229.7 million (31 December 2021: €193.3 million). This implies an EBIT margin of 84.6% (31Decem- ber 2021: 83.5%). Taking into account the cash flows generated by hedging instru - ments, Aedifica’s net interest charges amount to €30.7million (31December 2021: €27.5 million). Taking into account other income and charges of a financial nature, and excluding the net impact of the revaluation of hedging instruments to their fair value (non-cash movements accounted for in accordance with IAS 39 are not included in the EPRA Earnings as explained below), the financial result excl. changes in fair value represents a net charge of €36.2million (31 December 2021: €32.2 million). Corporate taxes are composed of current taxes, deferred taxes, tax on profits or losses on disposals and exit tax. In conformity with the special tax system of Belgian RRECs, the taxes included in the EPRA Earnings (31 December 2022: €12.0 million; 31 December 2021: €9.7 million) consist primarily of tax on the result of consol - idated subsidiaries, tax on profits generated outside of Belgium and Belgian tax on Aedifica’s non-deductible expenditures. In the Dutch subsidiaries, for the sake of caution it was decided to opt for a common law tax burden in the result, notwithstanding the fact that the subsidiaries still have a claim to the application of the fiscal transparent regime of a ‘Fiscale Beleggingsinstelling’ (FBI – ‘Fiscal Investment Institution’; see page 83). The share in the result of associates and joint ventures mainly includes the result of the participation in Immobe NV (consolidated since 31 March 2019 using the equity method). EPRA Earnings (see page 209) reached €181.4 million (31Decem- ber 2021: €151.5 million), or €4.76 per share (31 December 2021: €4.35 per share), based on the weighted average number of shares outstanding and taking into account the higher number of shares resulting from the 2022 capital increases. This result (absolute and per share) is higher than the budgeted amount of >€4.70 per share announced in the Q3 interim financial report. The income statement also includes elements with no mone- tary impact (i.e., non-cash) that vary in line with external market parameters. These consist amongst others of changes in the fair value of investment properties (accounted for in accordance with IAS 40), changes in the fair value of financial assets and liabilities (accounted for in accordance with IAS 39), other results on portfolio and deferred taxes (arising from IAS 40): - Over the entire financial year, the combined changes in the fair value of marketable investment properties 2 and devel- opment projects represent an increase of €84.9 million for the period (31 December 2021: €160.2 million). - In order to limit the interest rate risk stemming from the financing of its investments, Aedifica has put in place long-term hedges which allow for the conversion of variable-rate debt to fixed-rate debt, or to capped-rate debt. Moreover, the financial instruments also reflect put options granted to certain minority shareholders which are the subject of appraisal at fair value. Changes in the fair value of financial assets and liabilities taken into the income statement as of 31 December 2022 represent an income of €123.2 million (31 December 2021: an income of €14.8 million) following the increase of the long-term interest rates. - Capital gains on disposals (31 December 2022: €0.8 million; 31December 2021: €0.5 million) are also taken into account here. - Tax on profit or losses on disposals amounted to €0.0 mil - lion as of 31 December 2022 (compared to -€0.6 million as of 31December 2021). - Impairment of goodwill (charge of €18.3 million as of 31December 2022, compared to a charge of €3.5 million on 31December 2021) resulting from the impairment testing on 31December2022. The estimated recoverable amount is negatively impacted by the discount rate. - Deferred taxes in respect of EPRA adjustments (charge of €42.7 million as of 31 December 2022, compared to a charge of €46.5 million on 31 December 2021) include two elements. Deferred taxes (charge of €42.4 million as of 31 December 2022, compared to a charge of €46.2 million on 31 December 2021) arose from the recognition at fair value of buildings located abroad, in conformity with IAS 40. The exit tax (charge of €0.3million as of 31 December 2022, compared to a charge of €0.3million as of 31 December 2021) corresponds to the varia- tion between the estimated exit tax at the moment of acquisition of companies and the estimated exit tax at their anticipated merger dates. Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €331.8million (31December 2021: €281.8 million). The basic earnings per share (as defined by IAS 33) is €8.71 (31 December 2021: €8.10). The adjusted statutory result as defined in the annex to the Royal Decree of 13 July 2014 regarding RRECs, amounts to €154.8million (31 December 2021: €138.9 million) – as calculated in the Abridged Statutory Financial Statements on page 204 – or €4.06 per share (31 December 2021: €3.98 per share). +4.2% like-for-like variation in rental income – 87 – Corporate governance Risk factors Financial statements Additional information 1.3.2 Consolidated balance sheet Consolidated balance sheet (x €1,000) 31/12/2022 31/12/2021 Investment properties including assets classified as held for sale 5,703,734 4,896,422 Other assets included in debt-to-assets ratio 258,587 258,725 Other assets 123,219 6,720 Total assets 6,085,540 5,161,867 Equity Equity excl. changes in fair value of hedging instruments 3,163,877 2,808,488 Effect of the changes in fair value of hedging instruments 118,908 -27,317 Non-controlling interests 6,564 4,226 Equity 3,289,349 2,785,397 Liabilities included in debt-to-assets ratio 2,601,509 2,197,131 Other liabilities 194,682 179,339 Total equity and liabilities 6,085,540 5,161,867 Debt-to-assets ratio (%) 43.6% 42.6% As of 31 December 2022, investment properties including assets classified as held for sale represent 94% (31 December 2021: 95%) of the assets recognised on Aedifica’s balance sheet, valued in accordance with IAS 40 1 at €5,704 million (31 December 2021: €4,896 million). This heading includes: - Marketable investment properties including assets clas- sified as held for sale (31 December 2022: €5,449 million; 31December 2021: €4,687 million) increase in the amount of €763million. The net growth in the fair value of marketable investment properties is primarily attributable to €426 million from investment operations, to €97 million from the change in the fair value of marketable investment properties, to €323mil - lion from the completion of development projects, and partly compensated by -€35 million from divestment operations and -€48million from exchange rate differences. The changes in the fair value of marketable investment properties, as assessed by independent valuation experts, are broken down for the full year 2022 as follows: - Belgium: +€17.8 million (+1.5%); - Germany: +€39.6 million (+3.7%); - Netherlands: +€24.0 million (+4.3%); - United Kingdom: +€6.2 million (+0.8%); - Finland: +€12.9 million (+1.5%); - Sweden: -€1.0 million (-1.3%); - Ireland: -€2.6 million (-2.8%). - Development projects (31 December 2022: €184 million; 31December 2021: €152 million) consist primarily of investment properties under construction or renovation. They are part of a multi-annual investment programme (see page 44-46). - The right of use related to plots of land held in ‘leasehold’ in accordance with IFRS 16 (31 December 2022: €70 million; 31December 2021: €58 million). The item ‘Other assets included in debt-to-assets ratio’ includes, amongst other things, goodwill amounting to €143.7 million arising from the acquisition of Hoivatilat, which is the positive difference between the price paid for the shares of Hoivatilat Oyj and the accounting value of the acquired net assets, and holdings in associated companies and joint ventures. This mainly includes the 25% stake in Immobe NV which amounts to €40.4 million as of 31 December 2022 (31 December 2021: €40.5 million). The other assets included in the debt-to-assets ratio represent 4% of the total balance sheet (31 December 2021: 5%). Since Aedifica’s incorporation, its capital has increased as a result of various real estate activities (contributions, mergers, etc.) and capital increases in cash. As of 31 December 2022 2 , the Company’s capital amounts to €1,052 million (31 December 2021: €958 million). Equity (also called net assets), which represents Aedifica’s intrinsic net value and takes into account the fair value of its investment portfolio, amounts to: - €3,164 million excluding the effect of the changes in fair value of hedging instruments (31 December 2021: €2,808 million, including the €118.5 million dividend distributed in May 2022); - or €3,283 million taking into account the effect of the changes in fair value of hedging instruments (31 December 2021: €2,781million, including the €118.5 million dividend distributed in May 2022). As of 31 December 2022, liabilities included in the debt-to- assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €2,602 million (31 December 2021: €2,197 million). Of this amount, €2,452 million (31 December 2021: €2,081 million) is effectively drawn on the Company’s credit lines. Aedifica’s con- solidated debt-to-assets ratio amounts to 43.6% (31 December 2021: 42.6%). Other liabilities of €194.7 million (31 December 2021: €179.3mil - lion) primarily represent the fair value of hedging instruments (31December 2022: €3.9 million; 31 December 2021: €33.3 mil- lion) and the deferred taxes (31 December 2022: €164.1 million; 31December 2021: €121.3 million). Financial review 88 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.3.3 Net asset value per share Excluding the non-monetary effects (i.e., non-cash) of the changes in fair value of hedging instruments 3 and after accounting for the distribution of the 2021 dividend in May 2022 4 , the net asset value per share based on the fair value of investment properties amounted to €79.38 as of 31 December 2022 (31 December 2021: €74.09 per share). Net asset value per share (in €) 31/12/2022 31/12/2021 Net asset value after deduction of the 2021 dividend, excl. changes in fair value of hedging instruments 79.38 74.09 Effect of the changes in fair value of hedging instruments 2.98 -0.75 Net asset value after deduction of the 2021 dividend 82.37 73.34 Number of shares outstanding (excl. treasury shares) 39,854,966 36,308,157 1.3.4 Consolidated cash flow statement 5 The consolidated cash flow statement included in the attached Consolidated Financial Statements shows total cash flows for the period of -€1.4 million (31 December 2021: -€8.2 million), which is made up of net cash from operating activities of +€218.6 million (31December 2021: +€198.3 million), net cash from investing activ- ities of -€683.4 million (31 December 2021: -€820.9 million), and net cash from financing activities of +€463.4 million (31 December 2021: +€614.4 million). 1.3.5 Appropriation of the results The Board of Directors proposes to the Annual General Meet- ing of 9 May 2023 to approve Aedifica SA’s Annual Accounts of 31December 2022 (of which a summary is provided in the chapter ‘Abridged Statutory Financial Statements’ on page 204). The Board of Directors also proposes to distribute a gross dividend of €3.70 for the 2022 financial year 6 , resulting in a statutory pay-out ratio of 91%. The dividend will be paid in May 2023 after the annual accounts have been approved by the Annual General Meeting of 9 May 2023. The dividend will be split between coupon no. 30 (€1.8145) and coupon no. 31 (€1.8855). The net dividend per share after deduction of 15% withholding tax 7 will amount to €3.145, split between coupon no. 30 (€1.5423) and coupon no. 31 (€1.6027). The statutory result for the 2022 financial year will be submitted as presented in the table on page 205. The proposed dividend respects the requirements laid down in Article 13, § 1, paragraph 1 of the Royal Decree of 13 July 2014 regarding RRECs considering it is greater than the required mini - mum pay-out of 80 % of the adjusted statutory result, after deduc- tion of the debt reduction over the financial year. 1. The investment properties are represented at their fair value as determined by the valuation experts (see page 233-234). 2. IFRS requires that the costs incurred to raise capital are recognised as a decrease in the capital reserves. 3. The effect of the changes in fair value of hedging instruments of +€2.98 per share as of 31 December 2022 is the impact in equity of the fair value of hedging instruments, which is positive for €118.9 million, mainly booked in the assets on the balance sheet. 4. Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €77.35 per share as at 31 December 2021 (as published in the 2021 Annual Financial Report) thus included the gross dividend distributed in May 2022, and has been adjusted by €3.26 per share in this table so that it can be compared with the net asset value as at 31 December 2022. This amount corresponds to the total amount of dividends paid (€118.5 million), divided by the total number of shares outstanding as of 31 December 2021 (36,308,157). 5. See page 145 for more information about the consolidated cash flow statement. 6. See page 94 for more information about Aedifica’s 2022 dividend. 7. As a RREC investing more than 80% of its portfolio in residential European healthcare real estate, the withholding tax for Aedifica investors amounts to only 15%. Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2021 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime, Aedifica estimates that its shareholders will be able to continue to benefit from the reduced withholding tax of 15% until the 2025 financial year (inclusive). See section 4.4.2 of the ‘Standing Documents’ for more information on the tax treatment of dividends, as well as section 9 'Regulatory changes' of the ‘Risk factors’ chapter. €3.70/share proposed gross dividend for 2022 – 89 – Corporate governance Risk factors Financial statements Additional information 1.4 EPRA key performance indicators 31/12/2022 31/12/2021 EPRA Earnings Earnings from operational activities. EPRA Earnings represent the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. x €1,000 181,386 151,479 € / share 4.76 4.35 EPRA Net Reinstatement Value Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1 st January 2020. EPRA NRV assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity. x €1,000 3,656,251 3,089,707 € / share 91.74 85.10 EPRA Net Tangible Assets Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1 st January 2020. EPRA NTA assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. x €1,000 3,176,816 2,642,684 € / share 79.71 72.78 EPRA Net Disposal Value Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1 st January 2020. EPRA NDV represents the value accruing to the company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax. x €1,000 3,344,516 2,508,249 € / share 83.92 69.08 EPRA Net Initial Yield (NIY) Annualised rental income based on the cash rents passing at the balance sheet date, less non- recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchaser’s costs. % 4.9% 4.9% EPRA Topped-up NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods or other unexpired lease incentives such as discounted rent periods and step rents. % 5.1% 5.1% EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio. % 0.4% 0.5% EPRA Cost Ratio (including direct vacancy costs) Administrative & operating costs (including costs of direct vacancy) divided by gross rental income. % 15.9% 16.7% EPRA Cost Ratio (excluding direct vacancy costs) Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income. % 15.9% 16.7% EPRA LTV The EPRA LTV aims to represent the Company's indebtedness compared to the market value of its assets. % 43.4% 42.8% CHARLOTTE VAN OVERMEERE, SENIOR FINANCIAL CONTROL MANAGER In communicating with our stakeholders, transparency and comparability are very important to us. The EPRA KPI are a useful tool for investors in that respect. Financial review 90 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2. Outlook for 2023 The outlook presented below has been developed by the Board of Directors as part of the preparation of the budget for the 2023 financial year on a comparable basis with the Company’s historical financial information and consistent with the Company’s accounting policies. The Board of Directors continues to pay close attention to the shifting economic, financial and political context, as well as the associated impact on the Group’s activities. 2023 is expected to be more of a transition year in which a new balance needs to be found between investment market and operator expectations on the one hand and increased financing costs on the other. This is likely to translate into a slower investment pace as the Group will focus primarily on executing its committed pipeline while maintaining a strong balance sheet and a debt-to-assets ratio of approx. 45%. Benefitting from strong fundamental tailwinds such as the ageing European population and the increasing need for futureproof care properties, healthcare real estate will remain an attractive invest - ment category in the years to come. 2.1 Assumptions External factors a) The indexation rates of rents and charges vary by country and in most countries are linked to the (health) consumer price index. Indexation of the UK healthcare portfolio is generally based on the retail price index with contractual floors and caps. In Germany, contractual restrictions apply to the indexation mechanism. Indexation of rental income in Germany is usually capped or takes effect after reaching a certain threshold. b) Valuation of investment properties: no assumptions are made regarding fluctuations in the portfolio's fair value. Changes in the fair value of the portfolio have no impact on EPRA Earnings. c) Average interest rate after capitalised interests: 2.2% based on the Euribor rate curve of 20 January 2023, bank margins, and hedges currently in place. d) Foreign exchange: future fluctuations in the exchange rate may affect the value of the investment properties in the United Kingdom and Sweden, the rental income and the net result of Aedifica, which are all expressed in Euro. In the forecasts below, exchange rates £/€ of 1.12 and €/SEK of 11.2485 have been applied. Internal factors a) Rents: rent forecasts are based on current contractual rates and take indexation into account. The projected rental income includes an assumption of organic growth of about 4.8% after CPI-linked indexation and assumptions regarding future port - folio additions related to the completion of buildings currently under development for which the timing of delivery cannot be determined with certainty). b) Real estate charges: the assumptions concerning real estate charges relate to internal and external real estate management costs (management fees, etc.), repair and maintenance costs, general taxes and property tax, and insurance. c) Operating charges and overheads: this forecast includes, amongst other things, employee benefits, IT, office, consultancy services, administrative and accounting fees, and fees directly associated with the listing of the Company’s shares. d) Investment programme: - delivery of projects from the committed pipeline of €320million; - in 2023, cash outflows related to the execution of develop - ment projects amount to approx. €350 million; e) Financial assumptions: - debt-to-assets ratio below 50% at the end of 2023 with a target of around 45%; - changes in the fair value of hedging instruments for financial debts (IAS 39) are not modelled as they have no impact on EPRA Earnings, and are not estimable. Thus, these changes have no impact on the projections presented below. f) Divestment assumption: - disposal of non-strategic assets during the year for approx. €150million; g) Taxes: - taxes mainly include tax on profits of consolidated subsidiar- ies, tax on profits generated by Aedifica NV/SA abroad and Belgian tax on Aedifica NV/SA’s non-deductible expenditures; - the budget assumes the application of the fiscal transparent regime of a ‘Fiscale Beleggingsinstelling’ (‘FBI) in the Dutch subsidiaries and a reimbursement of corporate taxes paid for the years 2016 to 2020 amounting to approx. €6.1 million. This assumption is based on positive feedback received from the Dutch tax authorities in early 2023 on qualification for the FBI requirements in previous years (2016-2020), Aed- ifica assumes in the budget that the requirements will also be met in the years 2023 and 2024. However, qualification for those years may still be subject to additional review by the tax authorities. Based on currently available information, companies investing directly in real estate might no longer qualify for the FBI regime from January 2025. As explained in section1.1.2 on page 83, the refund of the tax claims in the Dutch subsidiaries for previous years will be recognised in the income statement at the time of receipt of the final corporate tax assessment. 2.2 Financial projections On the basis of the currently available information and the projected real estate portfolio, and without any unforeseen developments, the Board of Directors estimates the rental income for the 2023 financial year to reach €308 million. This results in €200million in EPRA Earnings. Taking into account the higher number of shares resulting from the 2022 capital increases (see section 1.2.4), the Board of Directors anticipates EPRA Earnings per share of €5.03 per share – a 6% increase compared to 2022 – and a gross dividend of €3.80 per share – an increase of 3%. Outlook for 2023 Estimated rental income €308 million EPRA Earnings €200 million EPRA Earnings per share €5.03 Gross dividend €3.80 – 91 – Corporate governance Risk factors Financial statements Additional information 3. Stock market performance Aedifica offers investors an alternative to direct real estate invest- ments, combining all the benefits of optimal real estate income with a limited risk profile. The Group's investment strategy offers shareholders attractive returns, a recurring dividend and opportu - nities for growth and capital appreciation at the same time. Since 2020, the Aedifica share is included in the BEL 20, the leading share index of the 20 most important shares on Euronext Brus- sels, confirming the market’s confidence in Aedifica’s investment strategy. In addition, the share has also been traded on Euronext Amsterdam since November 2019. This secondary listing and the inclusion in the BEL 20 not only ensure a greater visibility, but also increases the liquidity of the share on the stock exchange. Moreover, since early 2023, Aedifica is also included in the BEL ESG, a new index launched by Euronext Brussels. The index identifies and tracks the 20 listed companies that perform best on ESG criteria, based among other things on their Sustainalytics Risk Rating. 3.1 Stock price and volume Aedifica’s shares (AED) have been quoted on Euronext Brussels since October 2006. Since November 2019, Aedifica has also been trading on Euronext Amsterdam via a secondary listing. Aedifica is registered in the BEL 20 Index with a weighting of approx. 2.5% (31 December 2022). In addition, the Aedifica share is also included in the EPRA, GPR 250, GPR 250 REIT and Stoxx Europe 600 indices. The share price fluctuated between €70.40 and €118.10 over the course of 2022 and closed the year at €75.80, a decrease of approx. 34% compared to 31 December 2021 (€114.90). Based on the stock price as of 31 December 2022, Aedifica shares have: - a discount of 4.5% as compared to the net asset value per share excluding changes in fair value of hedging instruments; - a discount of 8.0% as compared to the net asset value per share. Between Aedifica’s IPO (after deduction of the coupons which represented the preferential subscription rights or the priority allo- cation rights issued as part of capital increases) and 31 December 2022, Aedifica’s stock price increased by 130.0%, as compared to a decrease of 11.6% for the BEL 20 index and a decrease of 43.1% for the EPRA Europe index over the same period. The average daily volume of the Aedifica share was approx. €5,386,000 or approx. 57,000 shares, resulting in a velocity of 38.2%. Aedifica continues its efforts to further broaden its investor base by regularly participating in road shows and events for both institutional and private investors. The value creation chart on page 93 shows the evolution of Aed - ifica’s market capitalisation from its IPO in 2006 to 31 December 2022 after deducting the cumulative dividend payments. Euronext Brussels & Amsterdam ISIN code: BE0003851681 Trading: continuous DELPHINE NOIRHOMME, INVESTOR RELATIONS MANAGER We are honoured that Aedifica has been included from the outset in the new BEL ESG Index. This is a great reward for the CSR efforts our team has made in recent years. Financial review 92 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Aedifica share 31/12/2022 31/12/2021 Share price at closing (in €) 75.80 114.90 Net asset value per share excl. changes in fair value of hedging instruments (in €) 79.38 74.09 Premium (+) / Discount (-) excl. changes in fair value of hedging instruments -4.5% 55.1% Net asset value per share (in €) 82.37 73.34 Premium (+) / Discount (-) -8.0% 56.7% Market capitalisation 3,021,027,419 4,171,807,239 Free float 1 100.0% 100.0% Total number of shares on the stock market 2 39,855,243 36,308,157 Total number of treasury shares 277 0 Number of shares outstanding after deduction of the treasury shares 39,854,966 36,308,157 Weighted average number of shares outstanding (IAS 33) 38,113,384 34,789,526 Number of dividend rights 3 38,152,107 34,851,824 Denominator for the calculation of the net asset value per share 39,854,966 36,308,157 Average daily volume 56,893 50,797 Velocity 4 38.2% 37.6% Gross dividend per share (in €) 5 3.70 3.40 Gross dividend yield 6 4.9% 3.0% 1. Percentage of the capital of a company held by the market, according to the definition of Euronext. See press release of 27 September 2022 and section 3.3 below. 2. 74,172 new shares were listed on the stock market on 18 May 2022 (these new shares are entitled to the full 2022 dividend), 2,925,000 new shares on 29 June 2022 (these new shares are entitled to a dividend as from 29 June 2022) and 547,914 new shares on 6 July 2022 (these new shares are entitled to a dividend as from 29 June 2022). 3. Based on the rights to the dividend for the shares issued during the year. 4. Annualised total volume of exchanged shares divided by the total number of shares listed on the market, according to the definition of Euronext. 5. 2022: dividend that will be proposed to the Annual General Meeting. 6. Gross dividend per share divided by the closing share price. 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 MARKET CAPITALISATION (IN € MILLION) 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 100% 80% 60% 40% 20% 0% -20% -40% PREMIUM AND DISCOUNT OF SHARE PRICE 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 TOTAL RETURN 700 600 500 400 300 200 100 0 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 Aedifica total return Epra Belgium total return Epra Europe total return VALUE CREATION CHART (IN € MILLION) 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 IPO market cap 23 oct. 2006 SPOs Other capital increases Vamue creation Cumulative dividend since IPO Market cap 31 Dec. 2022 – 93 – Corporate governance Risk factors Financial statements Additional information 3.2 Dividend For the financial year 2022, Aedifica’s board of directors proposes a gross dividend of €3.70 per share, resulting in a statutory pay- out ratio of 91%. The dividend will be split between coupon no. 30 (€1.8145 for the period from 1 January 2022 until 28 June 2022) and coupon no. 31 (€1.8855 for the period from 29 June 2022 to 31 December 2022). The dividend will be paid in May 2023, after approval of the financial statements by the ordinary general meeting of 9 May 2023. As a RREC investing more than 80% of its portfolio in European (residential) healthcare real estate, the withholding tax on dividend for Aedifica’s investors amounts to only 15% 1 . Aedifica is moni- toring this threshold in line with the guidelines from the Belgian government. The total net dividend per share after deduction of the withholding tax of 15 % will amount to €3.145, split between coupon no. 30 (€1.5423) and coupon no. 31 (€1.6027). Coupon Period Ex-coupon date Est. payment date Gross dividend Net dividend 30 01/01/2022 – 28/06/2022 27/06/2022 as from 16/05/2023 €1.8145 €1.5423 31 29/06/2022 – 31/12/2022 12/05/2023 as from 16/05/2023 €1.8855 €1.6027 1. RRECs investing more than 80% of their portfolio in European healthcare real estate benefit from a reduced withholding tax rate of 15%. Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2021 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime, Aedifica estimates that its shareholders will be able to continue to benefit from the reduced withholding tax of 15% until the 2025 financial year (inclusive). For more information on the 80% threshold for the reduced withholding tax on dividends, see page 260. 2. Prorata of the €4.60 dividend (18 months) over 12 months. 3. Outlook (see page 91). 4. Based on a shareholder identification carried out on 30 December 2022. €3.70/share proposed gross dividend for 2022 15% reduced withholding tax rate 4,00 3,80 3,60 3,40 3,20 3,00 2,80 2,60 2,40 2,20 2,00 1,80 1,60 1,40 1,20 1,00 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 GROSS DIVIDEND (€/SHARE) 3,70 3,80 3 3,40 3,07 2 2,80 2,50 2,25 2,10 2,00 1,90 1,86 1,86 1,821,82 1,80 1,71 1,48 Financial review 94 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 3.3 Shareholding structure The table below lists Aedifica’s shareholders holding more than 5% of the voting rights (as of 31 December 2022, based on the number of shares held by the shareholders concerned as at 23 September 2022; Aedifica has not received any transparency notifications regarding a status after 23September 2022). Declarations of transparency and control strings are available on Aedifica’s website. According to Euronext’s definition, the free float is 100%. The pie chart below breaks down Aedifica's diversified shareholder base geographically. About one-third of shareholders are retail share- holders versus two-thirds institutional shareholders. # of voting rights Date of the notification % of the total number of voting rights BlackRock, Inc. 2,157,313 23/09/2022 5.4% Other shareholders 94.6% Total 100% 3.4 Shareholder’s calendar Calendar Annual General Meeting 2023 09/05/2023 Interim results 31/03/2023 10/05/2023 Payment dividend relating to the 2022 financial year As from 16/05/2023 Coupon 30 – ex-coupon date 27/06/2022 Coupon 31 – ex-coupon date 12/05/2023 Environmental Data Report June 2023 Half year results 30/06/2023 02/08/2023 Interim results 30/09/2023 31/10/2023 Annual press release 31/12/2023 February 2024 2023 Annual Financial Report March 2024 Annual General Meeting 2024 14/05/2024 Payment dividend relating to the 2023 financial year As from 21/05/2024 INTERNATIONAL & DIVERSIFIED SHAREHOLDER BASE 4 39% Belgium 15% United States 8% United Kingdom 6% Netherlands 5% France 4% Luxemburg 2% Ireland 2% Sweden 14% Other 5% Unidentified Villa Florian - Blaricum (NL) – 95 – Corporate governance Risk factors Financial statements Additional information Corporate governance statement Priesty Fields - Congleton (UK) Caring for quality of life This is Aedifica Strategy & value creation Business review 96 – Aedifica - Annual Report 2022 As a reference player in the European listed healthcare real estate sector, Aedifica attaches great importance to transparent, ethical and sound governance of the Company based on the conviction that this contributes to sustainable value creation in the long term for all of Aedifica’s stakeholders. The Board of Directors shall ensure that the corporate governance principles and processes developed for this purpose are appropriate for the Company at all times and comply with the applicable corporate governance regulations and standards. annual compliance training for all employees updated Environmental Policy 97% attendance rate Board and committee meetings 2 new international Directors appointed – 97 – Corporate governance Risk factors Financial statements Additional information Corporate governance statement 1. See also section 3 ‘Ethics, compliance and integrity’ of the 'Organisation' chapter on page 74 for more information about the Code of Conduct (including the procedure for reporting irregularities), the Anti-Money Laundering Policy and the Privacy Policy This chapter provides an overview of the rules and principles on which the Company organises its corporate governance. These rules for transparent, ethical and sustainable governance aimed at long- term value creation for all stakeholders (shareholders, tenants and their residents, employees, the community and the environment) can also be found in Aedifica’s internal policies 1 including: • Articles of Association • Corporate Governance Charter • Dealing Code • Code of Conduct • Internal procedure for reporting irregularities • Remuneration policy • Anti-bribery and corruption policy • Anti-money laundering policy • Internal privacy policy • Environmental policy • Human Rights policy • Charter for responsible supplier relations 1. Governance model andstructure Aedifica has opted for a monistic or one-tier governance structure as stipulated in Articles 7:85 et seq. BCCA. This means that the Company is managed by a Board of Direc - tors that has the power to perform all acts necessary or useful to achieve the purpose of the Company, with the exception of those acts for which the General Meeting is authorised according to the law and is led by an Executive Committee that has been entrusted by the Board of Directors with the day-to-day management and operational functioning of the Company. To increase the overall effectiveness of the Board of Directors through focus, supervision and monitoring of important areas, the Board has established three specialised committees, consisting mainly of Independent Directors who have the expertise required to be members of such committees, namely the Audit and Risk Committee, the Nomination and Remuneration Committee and the Investment Committee. As required by RREC legislation and corporate governance rules, the Company also has an independent control function, the effec - tiveness whereof is ensured by the internal audit, compliance and risk management functions. As Aedifica’s corporate mission (offering sustainable real estate solutions to professionals whose core business is the provision of care to persons in need throughout Europe) aims to sustainably pursue the interests of all its stakeholders, it has a Sustainability Steering Committee that examines how the Company’s sustainabil- ity objectives can be integrated into its policies and is responsible for developing and monitoring the sustainability action plan. Finally, given the geographical diversity of the countries in which Aed- ifica operates and to exchange relevant experience from these various markets, Aedifica has a G10 group through which the members of the Executive Committee and the country managers meet regularly. This governance structure and the respective division of roles can be represented schematically as shown hereafter. 98 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Board of Directors • Defines the Company’s strategy and policy. • Develops and ensures an entrepreneurial, responsible and ethi- cal leadership that can implement the strategy and policy within a framework that enables effective control and risk management. • Examines the quality of the information given to investors and the public. • Determines the corporate governance. • Ensures that ESG objectives are developed within the Company and supervises the implementation. Audit and Risk Committee • In general: assists the Board of Directors in fulfilling its monitor- ing responsibilities for control purposes in the broadest sense, including ensuring internal audit of the Company. • In carrying out its task, the Audit and Risk Committee’s main duties are: - monitoring the financial reporting process; - monitoring the effectiveness of the internal control and risk management systems; - monitoring internal audit and its effectiveness; - monitoring the statutory audit of the annual accounts and the consolidated annual accounts, including monitoring of questions and recommendations formulated by the Statutory Auditor and the information provided to the shareholders and the market; - supervising the external audit, including the assessment and monitoring of the auditor’s independence; - regular reporting to the Board of Directors on the perfor- mance of its duties and in any event when the Board of Direc- tors draws up the annual accounts, consolidated accounts and condensed financial statements intended for publication. Nomination and Remuneration Committee • Assists the Board of Directors by: - making recommendations in all matters relating to the com - position of the Board of Directors and its committees and of the Executive Committee; - assisting in the selection, evaluation and appointment of the members of the Board of Directors and its committees and of the Executive Committee; - assisting the Chair of the Board of Directors in evaluating the performance of the Board of Directors, its committees and the Executive Committee; - drawing up the remuneration policy and the remuneration report; - making recommendations on the remuneration of Directors and members of the Executive Committee, including variable remuneration and long-term incentives, whether linked or not to shares (in the form of share options or other financial instruments), and severance payments. Investment Committee Advises the Board of Directors on investments and divestments that the Executive Committee submits to the Board of Directors in order to expedite up the Company’s decision-making process regarding investment and divestment dossiers. Risk Manager • Ensures the implementation of measures and procedures for identifying, monitoring and avoiding the risks that the Company may face (including ESG related risks). • Proposes, when risks actually occur, the measures to limit the impact of these risks and to assess and monitor their conse - quences as much as possible. BOARD OF DIRECTORS EXECUTIVE COMMITTEE Audit and Risk Committee G10 - Country managers Sustainability steering committee Nomination and Remuneration Committee Investment Committee Risk Manager Compliance Officer Internal Auditor – 99 – Corporate governance Risk factors Financial statements Additional information Compliance Officer • Ensures compliance by the Company, its directors, effective leaders, employees with the legal rules regarding the integrity of the business of a public regulated real estate company. • Ensures compliance with the internal Company policies, includ- ing compliance with the rules on conflicts of interest, incom- patibility of mandates, compliance with Company values and market abuse and manipulations. Internal Auditor Assesses the activities of the Company and examines the effec- tiveness of the existing internal control procedures and methods. Executive Committee • Oversees the day-to-day management of Aedifica, in accord- ance with the values, strategy and policy guidelines determined by the Board of Directors. • Proposes strategy to the Board of Directors (including regard - ing ESG) and executes the strategy approved by the Board of Directors. • Organises and manages supporting functions. • Examines and (within the delegated powers) decides on invest- ments and divestments, general management of the real estate portfolio, and prepares the financial statements and all opera- tional reporting. • Validates the Sustainability Steering Committee’s proposals and plans. G10 - Country managers • Ensures, as deliberation and discussion platform between the country managers and the Executive Committee: - cross-border communication between the different teams of Aedifica Group, including exchange of relevant experiences from the different local real estate markets in which Aedifica operates; - the alignment of objectives of all parts of Aedifica Group; - the participation of all parts of Aedifica Group in the estab - lishment and implementation of Aedifica Group’s policy. Sustainability steering committee • Pursues the implementation and effective integration of the Group’s CSR strategy in all business segments, in collaboration with the operational teams. • Assesses and manages risks and opportunities related to climate change. • Proposes concrete and economically viable measures to improve the environmental and social performance of the Company. • Ensures that the Group complies with legal, national and inter - national environmental requirements. • Promotes dialogue with all stakeholders in order to determine which efforts need to be made and in order to develop long-term partnerships that reinforce the positive impact of the actions implemented. • Communicates the Group’s performance to all stakeholders, notably through the sustainability report. 2. Reference code In accordance with Article 3:6 §2 BCCA and the Royal Decree of 12 May 2019 specifying the code to be complied with regarding corporate governance by listed companies, Aedifica applies the Belgian Corporate Governance Code 2020 (‘CG Code 2020’), taking into account the particularities relating to RREC legislation. The CG Code 2020 can be accessed on the website www.corporat- egovernancecommittee.be. The CG Code 2020 applies the comply or explain principle, whereby deviations from the recommendations must be justified. On the date of this Annual Financial Report, Aedifica complies with all provisions of the CG Code 2020. The Corporate Governance Charter containing all the information on the governance rules applicable within the Company can be accessed on the Company’s website (www.aedifica.eu). 3. Internal control and risk management Aedifica has implemented an effective internal control and risk management system, as required by the RREC legislation and by corporate governance rules. The development of this internal control and risk management system is the responsibility of Aedifica’s Executive Committee. The Board of Directors is responsible for determining and evaluating the risks the Company may face and for monitoring the effectiveness of internal control. In accordance with RREC legislation, Aedifica has appointed (i) a Compliance Officer – Mr Thomas Moerman, Group General Counsel; (ii) a Risk Manager – Ms Ingrid Daerden, CFO, Executive Director and member of the Executive Committee, assisted by Mr Max - imilien Meuwissen (Financial Control Manager); (iii) an Internal Auditor – the internal audit function is performed by an external consultant, BDO Risk Advisory Services (represented by Mr Pierre Poncelet), under the supervision and responsibility of Ms Katrien Kesteloot (Independent Director). Aedifica bases its risk management and internal control system on the COSO internal control model (Committee of Sponsoring Organisations of the Threadway Commission - www.coso.org). This model (2013 version) defines the requirements of an effective inter - nal control system by 17 principles spread over five components: • internal control environment; • risk analysis; • control activities; • information and communication; • supervision and monitoring. 100 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 3.1 Internal control environment Principle 1: the organisation demonstrates its commitment to integrity and ethical values. • Ethics: Aedifica has several internal policy guidelines that apply to its Directors, members of the Executive Committee and its employees. It has an ethical charter (‘Code of Conduct’) that is part of the Corporate Governance Charter. This Code of Conduct lays down rules on conflicts of interest, professional secrecy, purchase and sale of shares, misuse of corporate property and respect for individuals. In addition, Aedifica also has a policy against bribery and corruption and a human rights policy. Moreover, there are also internal procedures in place for reporting (suspected) irregularities and violations of the ethical standards pursued by Aedifica. • Integrity: Aedifica complies with all legal requirements regarding conflicts of interest (see below). In addition, Aedifica also has a policy on the prevention of the use of the financial system for the purposes of money laundering and terrorist financing. Principle 2: the Board of Directors is independent from man - agement and supervises the development and operation of internal controls. Aedifica’s Board of Directors has 12 members, 7 of whom are independent members within the meaning of Article 7:87 §1 BCCA. In view of their experience and their specific profiles, the Directors have the necessary competences in the context of the exercise of their mandate (see skills matrix below). The Board of Directors monitors the effectiveness of the risk management and internal control measures taken by the Executive Committee. Principle 3: the Executive Committee determines, under the supervision of the Board of Directors, the structures, reporting procedures and the appropriate rights and responsibilities to achieve the objectives. Aedifica has a Board of Directors, an Audit and Risk Committee, a Nomination and Remuneration Committee, an Investment Commit- tee and an Executive Committee, the roles of which are described above. In accordance with the RREC legislation, the members of the Executive Committee are responsible for the day-to-day man - agement of the Company, on which they report regularly to the Board of Directors. The Executive Committee is also responsible for the implementation and effectiveness of internal control and risk management measures. Principle 4: the organisation undertakes to attract, train and retain competent employees within the organisation. The competence of the Executive Committee and of the staff is ensured by the implementation of recruitment processes based on defined profiles and by the organisation of appropriate trainings. Aedifica supports the personal development of its employees and offers them a comfortable and stimulating working environment tailored to their needs, by identifying their talents, and by helping to strengthen them. Staff changes are planned based on the career planning of employees and the likelihood of temporary (maternity leave, parental leave, etc.) or permanent (particularly retirement) departures. Principle 5: the organisation communicates with external par - ties regarding matters affecting the functioning of internal control. Each employee has at least one performance interview per year with his or her supervisor, based on a schedule that maps out the relations between the company and the employee. In addition, the remuneration and evaluation policy for the Executive Committee and staff is based on the setting of realistic and measurable objec- tives. The last benchmark study ordered regarding the Executive Committee’s remuneration dates from first half of 2022. 3.2 Risk analysis Principle 6: the organisation describes the objectives clearly enough to be able to identify and evaluate the risks relating to these objectives. Aedifica’s objectives are clearly described in this Annual Financial Report on pages 26-29. The Company acts with due care in respect of risk culture. Principle 7: the organisation identifies the risks for the achieve- ment of its objectives and analyses these risks to determine how it should manage them. The Board of Directors identifies and evaluates Aedifica’s main risks on a quarterly basis and publishes its findings in the annual and half-yearly financial reports and interim statements. Risks are also monitored on an ad hoc basis outside the quarterly identifi - cation and assessment exercises by the Board of Directors at its meetings. In this respect, Aedifica, with the help of a specialised consultant, has initiated in 2020 an in-depth review of its strategic risks and built up a standardised framework to better follow up on the risk evolution. Aedifica’s appetite for these risks has been assessed and the controls put in place have been documented. The risk analysis is regularly monitored and gives rise to remediation actions in relation to any identified vulnerabilities. More information on the risks can be found in the ‘Risk factors’ chapter in this Annual Financial Report. Principle 8: the organisation pays attention to the risk of fraud when assessing the risks that could jeopardise the achieve - ment of the objectives. Any attempt to commit fraud is immediately investigated in order to mitigate the potential impact on the Company and to prevent further attempts. At the end of 2020 the Company adopted an anti-bribery and corruption policy and a policy on the prevention on the use of the financial system for the purposes of money laundering and terror - ist financing. The policies clarify certain rules of conduct for the Company and its employees in these fields. Principle 9: the organisation identifies and assesses changes that could have a significant impact on the internal control system. Significant changes are identified and analysed on a continuous basis by both the Executive Committee and the Board of Directors and formalised on the “risk universe” tool. This analysis is incorpo- rated in the ‘Risk factors’ chapter. – 101 – Corporate governance Risk factors Financial statements Additional information Control activities Principle 10: the organisation selects and develops control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels. Each acquisition or disposal transaction can be reconstructed as to its origin, the parties involved, its nature, and the time and place at which it was carried out, on the basis of notarial deeds (direct acquisition or by way of contribution in kind, merger, demerger or partial demerger) or private deeds (indirect acquisition), and is subject, prior to its conclusion, to a control of compliance with the Company’s Articles of Association and with the legal and regulatory provisions in force: • Review of variances between budget and actuals, on a monthly basis by the Executive Committee, and on a quarterly basis by the Audit and Risk Committee and the Board of Directors. • Daily monitoring of key indicators, such as occupancy rate, trade receivables, aged debtors and cash position. • The principle of dual approval: - signing of contracts: two Directors jointly or two Executive Committee members acting jointly; - approval of invoices: the responsible manager and a member of the Executive Committee, jointly; - payment of invoices: accountant in charge of the treasury and CFO (or CEO), jointly; - a specific delegation of authority is in place for treasury operations. In addition, the Company has introduced control measures to address its main financial and operational risks: - interest rate risk: implementation of hedges (mainly IRS and caps), contracted only with reference banks; - counterparty risk: use of different reference banks to ensure diversification of the origin of bank financing; - currency risk: hedging instruments (mainly forward contracts) are used to hedge against a variation in the £/€ rate on future cash flows in £. A macro-hedge is also put in place to miti- gate £/€ variations on the balance sheet. A part of the debt is contracted in £, which allows to mitigate the exchange rate variations on the valuation of the buildings. Following the acquisition of Hoivatilat, Aedifica is also exposed to the SEK/€ exchange rate risk; - creditworthiness of tenants: monthly monitoring of tenant’s key KPI (EBITDAREM, occupancy rate, debt ratio…) and ability to pay the rent. Principle 11: the organisation selects and develops general IT controls to promote the achievement of its objectives. The technology used by the Company is selected according to an ‘integrated system approach’. Aedifica relies on a fully operational ERP (SAP) to conduct its business. To manage the debt, Aedifica uses a treasury management system (Reval) which communicates daily with the ERP. Aedifica will implement in 2023 a new budgeting tool which will facilitate the budgeting and forecasting projections. The security of access and the continuity of the systems data are entrusted to a partner based on a service level agreement. In addi- tion, leases are registered, and the most important contracts and documents are adequately preserved outside Aedifica’s premises. Principle 12: the organisation develops control activities with a policy that determines what is expected and with procedures that put that policy into practice. The formalisation of documentation is part of a continuous process improvement objective, which also considers the balance between formalisation and company size. 3.3 Information and communication Principle 13: the organisation uses relevant and high-quality information to support the functioning of internal control. The information system used by the Company enables it to reli - able and complete information on a timely basis, meeting both internal control and external reporting needs. Since July 2020, the Company has switched to a single ERP system for the entire group (SAP), except for Hoivatilat Oyj. The Finnish activities will be migrated in the ERP system during Q1 2023 (the Swedish activities have been migrated over 2022). Principle 14: the organisation communicates internally the information, including the objectives and responsibilities for internal control, that is necessary to support the operation of this internal control. The internal control information is communicated in a transparent manner within the Company with the aim of clarifying for every - one the organisation’s policies, procedures, objectives, roles and responsibilities. Communication is adapted to the size of the Com- pany and consists mainly of general staff communication, working meetings and email exchanges. In 2022, an intranet has been put in place to facilitate communication and exchange of information throughout the Group. Principle 15: the organisation communicates with third parties on matters that affect the functioning of internal control. Extensive external communication (for shareholders – publication of occasional and periodic information – but also general commu - nication to other stakeholders) is essential for a listed company and Aedifica is dedicated to it on a daily basis. External communication of internal control follows to the process of preparing and pub- lishing periodic information (drafted by the Executive Committee, reviewed by the Audit and Risk Committee and approved by the Board of Directors). 3.4 Supervision and monitoring Principle 16: the organisation selects, develops and carries out continuous and/or one-off evaluations to check whether the internal control components are present and whether they are functioning. In order to ensure that the components of the internal control are properly applied, Aedifica has set up an internal audit func- tion covering its main processes. The internal audit is organised according to a multi-year cycle. The specific scope of the internal audit is determined annually in consultation with the Audit and Risk Committee, the person responsible for the internal audit within the meaning of the RREC legislation (Ms Katrien Kesteloot, Independ- ent Director - see above) and the internal auditor (see above). In view of the independence requirements and taking into account the principle of proportionality, Aedifica has chosen to outsource the internal audit to a specialised consultant who is under the supervision and responsibility of the internal person responsible for the internal audit. 102 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Principle 17: the organisation evaluates and communicates internal control deficiencies in a timely manner to those parties responsible for taking corrective action, including effective management and the Board of Directors, as appropriate. The recommendations issued by internal audit are communicated to the Audit and Risk Management Committee. The Committee ensures that the appropriate corrective measures are taken by the management. 4. Shareholder structure As of 31 December 2022, based on the transparency notices received, BlackRock, Inc. (transparency notice dated 23 Sep- tember 2022) holds at least 5% of the voting rights in Aedifica (see page 95). No other shareholder holds more than 5% of the capital. Notices under transparency legislation and control chains are available on the website. According to the definition of Euronext, the free float amounts to 100%. There are no preferred shares. Each Aedifica share entitles the holder to one vote at the General Meeting of Shareholders, except in cases of suspension of voting rights provided for by law. There is no legal or statutory limitation of voting rights whatsoever. As of 31 December 2022, Aedifica is not subject to any control within the meaning of Article 1:14 BCCA, and has no knowledge of agreements that could lead to a change of control. 5. Board of Directors and committees 5.1 Current composition of the Board of Directors On 31 December 2022, Aedifica’s Board of Directors consisted of twelve members, seven of whom are independent within the meaning of Article 7:87 BCCA and Article 3.5 of the CG Code 2020. The Directors are listed on pages 104-105. They are appointed for a maximum term of three years by the General Meeting, which can remove them at any time. Directors can be reappointed. The full biographies for each of the members of the Board of Directors are available on Aedifica’s website. Each member of the Board of Directors has, for the purpose of their mandate within Aedifica NV/ SA, selected the address of the registered seat of Aedifica NV/SA, Rue Belliard/Belliardstraat 40 (box 11), 1040 Brussels (Belgium), as their business address. Aedifica takes into account various diversity aspects (such as gender, age, professional background, international experience, etc.) for the composition of its Board of Directors and its Executive Committee, as explained in more detail on pages 108-109. Front row: Raoul Thomassen, Ingrid Daerden, Stefaan Gielens & Serge Wibaut. Back row: Elisabeth May-Roberti, Sven Bogaerts, Luc Plasman, Pertti Huuskonen, Marleen Willekens, Charles-Antoine van Aelst, Henrike Waldburg & Katrien Kesteloot. – 103 – Corporate governance Risk factors Financial statements Additional information SERGE WIBAUT Chair – Independent Director Member of Audit and Risk Committee Belgian – 65 years Aedifica Board mandate - Since 23.10.2015 - End of term: 05.2024 Experience Over 20 years in banking and financial sector, including various senior leadership positions Aedifica shareholding 1,000 Other active mandates Securex Assurance, Cigna Life Insurance Company of Europe NV/SA, Reacfin NV/ SA, Scottish Widows Europe Mandates expired during the last 5years ADE, Alpha Insurance, Securex NV/SA, Eurinvest Partners NV/SA STEFAAN GIELENS, MRICS Chief Executive Officer – Executive Manager Belgian – 57 years Aedifica Board mandate - Since 03.02.2006 - End of term: 05.2024 Experience More than 15 years as CEO of Aedifica which has evolved under his leadership from a small start-up to a European pure play healthcare real estate investor Aedifica shareholding 14,728 Other active mandates Director of Happy Affairs BV and as permanent representative of Happy Affairs BV, Director in Antemm NV/SA Mandates expired during the last 5years Director of Immobe NV/SA and Forum Estates NV/SA CHARLES-ANTOINE VAN AELST Executive Director Chief Investment Officer – Executive Manager Belgian – 37 years Aedifica Board mandate - Since 08.06.2020 - End of term: 05.2023 Experience Almost 15 years, starting as corporate analyst with Aedifica evolving to investment manager and chief investment officer Aedifica shareholding 3,839 Other active mandates Director of Immobe NV/SA Mandates expired during the last 5years Director of Davidis NV/SA SVEN BOGAERTS Executive Director Chief Mergers & Acquisitions Officer – Chief Legal Officer – Executive Manager Belgian – 45 years Aedifica Board mandate - Since 08.06.2020 - End of term: 05.2023 Experience Almost 20 years, including 14 years as attorney specialised in business real estate transactions Aedifica shareholding 4,600 Other active mandates / Mandates expired during the last5 years Director of Immobe NV/SA INGRID DAERDEN Executive Director Chief Financial Officer – Executive Manager Belgian – 48 years Aedifica Board mandate - Since 08.06.2020 - End of term: 05.2023 Experience Over 25 years, including 10 years in real estate financing Aedifica shareholding 3,532 Other active mandates / Mandates expired during the last5years Director and business manager of JIND BV (the company was dissolved and liquidated), Director of Immobe NV/SA; CFO of the OTN Systems Group PERTTI HUUSKONEN Independent Director Member of the Nomination and Remuneration Committee Fin – 66 years Aedifica Board mandate - Since 08.06.2020 - End of term: 05.2023 Experience Almost 40 years in real estate, including various senior leadership positions Aedifica shareholding 660 Other active mandates Chair of the Board of Directors and CEO of Lunacon Oy, Vice Chair of the Board of Directors of Ahlström Kiinteistöt Oy and Hoivatilat and Chair of the Board of Directors of Avain Yhtiöt Mandates expired during the last5years Chair of the Board of Directors of Lehto Group Oy and of Partnera Oy, Vice Chair of the Board of Directors of KPY Novapolis Oy, member of the Board of Directors of Pro Kapital Group AS and of Kaleva Kustannus Oy 104 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review KATRIEN KESTELOOT Independent Director Member of the Audit and Risk Committee Responsible for internal audit Belgian – 60 years Aedifica Board mandate - Since 23.10.2015 - End of term: 05.2024 Experience Over 30 years in healthcare sector, notably over 20 years as CFO of UZLeuven (university hospital) Aedifica shareholding 146 Other active mandates CFO University Hospitals Leuven, Director of Hospex NV/SA, VZW/ASBL Faculty Club KU Leuven and Rondom VZW/ASBL, Chair of the Board of Directors and Member of the Audit Committee of Emmaüs VZW/ASBL, member of the Treasury & Investment Committee UZL/LRD/KU Leuven Mandates expired during the last 5years PhD in Economic Sciences and academic career at KU Leuven, Member of various advisory bodies in the Flemish and Federal authorities, Expert Adviser in hospital funding at the Ministry of Social Affairs and Public Health. Professor at KULeuven ELISABETH MAY-ROBERTI Independent Director Chair of the Nomination and Remuneration Committee Belgian – 59 years Aedifica Board mandate - Since 23.10.2015 - End of term: 05.2024 Experience Over 20 years in real estate sector, notably as Secretary General – General Counsel of Interparking Group (AG Insurance) Aedifica shareholding 266 Other active mandates Various positions and mandates within the Interparking Group Mandates expired during the last 5years / LUC PLASMAN Independent Director Member of the Nomination Committee and Remuneration and Chair of the Investment Committee Belgian – 69 years Aedifica Board mandate - Since 27.10.2017 - End of term: 05.2023 Experience Almost 40 years in real estate sector, including various senior leadership positions Aedifica shareholding 418 Other active mandates Director of Vana Real Estate NV/SA, Business Manager of Elpee BV and Secretary General of BLSC Mandates expired during the last 5years Various mandates within the Wereldhave Belgium Group, Managing Director of Immo Guwy NV/SA and Chair of BLSC RAOUL THOMASSEN Executive Director Chief Operational Officer – Executive Manager Dutch – 48 years Aedifica Board mandate - Since 10.05.2022 - End of term: 05.2025 Experience Almost 20 years in property and asset management Aedifica shareholding 1,046 Other active mandates Listo Consulting BV, Director of Profin Green Iberia NL BV Mandates expired during the last 5years Chair of ICSC Europe Retail Asset Management Committee and Profin Green Iberia ES SL (the company was dissolved and liquidated) HENRIKE WALDBURG Independent Director German – 50 years Aedifica Board mandate - Since 10.05.2022 - End of term: 05.2025 Experience Almost 20 years in real estate sector with one of the largest European real estate investment managers, notably over the last 15 years in various senior leadership positions Aedifica shareholding 55 Other active mandates Various positions and mandates within Union Investment Real Estate GmbH, Board Member of European Council of Shopping Places (ECSP) Mandates expired during the last 5years / MARLEEN WILLEKENS Independent Director Chair of the Audit and Risk Committee Belgian – 57 years Aedifica Board mandate - Since 27.10.2017 - End of term: 05.2023 Experience Almost 30 years as professor of accounting and auditing at the KU Leuven and BI Norwegian Business School Oslo (Norway) Aedifica shareholding 150 Other active mandates Professor at KU Leuven, part-time Research Professor at BI Norwegian Business School, Independent Director and Chair of the Audit Committee of Intervest NV/SA Mandates expired during the last 5years Various mandates at KU Leuven and BI Norwegian Business School and Chair of the Competence Examination Jury of the Institute of Registered Auditors – 105 – Corporate governance Risk factors Financial statements Additional information 5.2 Mandates that expire at the ordinary general meeting The Director’s mandates of Ms Marleen Willekens, Ms Ingrid Daerden, Mr Luc Plasman, Mr Pertti Huuskonen, Mr Sven Bogaerts and Mr Charles-Antoine van Aelst expire after the Ordinary General Meeting of 9 May 2023. Given their professional competences and their con - tribution to the proper functioning of the Board of Directors and its Committees, the Board of Directors proposes to the Ordinary General Meeting – upon recommendation of the Nomination and Remuneration Committee – to renew these mandates. 5.3 Role and responsibility of the Board of Directors The Board of Directors aims to achieve sustainable value creation for Aedifica’s shareholders and other stakeholders by defining the Company’s strategy and policy and developing entrepreneurial, responsible and ethical leadership that can implement this strategy and policy within a framework that enables effective control and risk management. 5.4 Activity report of the Board of Directors During the 2022 financial year, the Board of Directors met 17 times. In addition to the usual recurring topics (in particular operational and financial reporting, communication policy, strategy and invest- ment policy), the Board of Directors also met to discuss (among other things) the following topics: • Strategy: - the strategy and development of the Company; - the navigation of the Company throughout the changed macro-economic environment. • Operational: - the aftermath of the Covid crisis and impact on the portfolio; - the impact of inflation, increased energy and staff costs on the operators; - enhanced focus on monitoring and overseeing the quality of care in the Aedifica care homes. • Investment: - analysis and approval of investment, divestment and devel - opment/redevelopment cases; - acquisition of healthcare real estate in new markets. • Financial: - the capital increase via an accelerated bookbuild (ABB) within the scope of the authorised capital; - two capital increases within the scope of the authorised capital via a contribution in kind to acquire real estate. • Governance: - evaluation of the Executive Committee, determination of its objectives, fixed and variable remuneration; - composition of the Board of Directors and the Executive Committee. • Human resources: - internal organisation of the Company and development of the organisational structure across the various countries in which the Group operates. • Internal control: - the organisation and activities of internal control (compliance, risk management and internal audit function), including plan of action to evaluate in 2023 the IT performance and cyber security level of the Company. • ESG: - 2021 sustainability report and the sustainability action plan to achieve net zero emissions by 2050 for the real estate portfolio, based on the work and reportings of the Sustain- ability Steering Committee as validated by the Executive Committee; - GRESB participation. 5.5 Committees of the Board of Directors Three specialised committees were established within the Board of Directors: an Audit and Risk Committee, a Nomination and Remuneration Committee and an Investment Committee, which assist and advise the Board of Directors in their specific areas. These committees do not have decision-making authority, but form an advisory body and report to the Board of Directors, which then makes the decisions. All committees are eligible to invite members of the Executive Com- mittee as well as executive and management staff to attend com- mittee meetings and to provide relevant information and insights related to their area of responsibility. Moreover, each committee is entitled to speak to any relevant person without a member of the Executive Committee being present. Each committee can also, at the Company’s expense, seek external professional advice on topics falling under the specific powers of the committee provided the Chair of the Board of Directors is informed in advance and with due regard given the financial consequences for the Company. After each committee meeting, the Board of Directors receives a report on the findings and recommendations of the relevant committee as well as oral feedback at a subsequent board meeting. Audit and Risk Committee As at 31 December 2022, the Audit and Risk Committee consists of three Independent Directors: Ms Willekens (Chair of the Audit and Risk Committee), Ms Kesteloot and Mr Wibaut. Although the CEO and the CFO are not part of the Audit and Risk Committee, they attend the meetings. The composition of the Audit and Risk Committee and the tasks entrusted to the committee meet the legal requirements. Aedifica’s Independent Directors satisfy the criteria set out in Article 7:87 BCCA and Article 3.5 of the CG Code 2020. Moreover, all members of the Audit and Risk Committee have the necessary accounting and audit competence, both due to their level of education and their experience in this matter. The committee met five times during the 2022 financial year. The Statutory Auditor of the Company was heard two times by the Audit and Risk Committee during the financial year. 106 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review The main points discussed during the 2022 financial year were: • quarterly review of the accounts, periodic press releases and financial reports; • examination, together with the Executive Committee, of internal management procedures and independent control functions; • monitoring of normative and legal developments; • discussion of the internal audit report. Nomination and Remuneration Committee As at 31 December 2022, the Nomination and Remuneration Com- mittee consists of three Independent Directors: Ms May-Roberti (Chair of the Nomination and Remuneration Committee), Mr Plas - man and Mr Huuskonen. Although Mr Wibaut (Chair of the Board of Directors) and Mr Gielens (CEO) are not part of this committee, both are invited to participate to some extent in certain meetings of the committee, depending on the topics being discussed. The composition of the Nomination and Remuneration Committee and the tasks entrusted to the committee meet the legal require- ments. The Nomination and Remuneration Committee consists entirely of Independent Directors within the meaning of Article 7:87 BCCA and Article 3.5 of the CG Code 2020, and has the required expertise in terms of remuneration policy. During the financial year 2022, the committee met 6 times, mainly to discuss the following points: • composition and evaluation of the Board of Directors; • composition and evaluation of the members of the Executive Committee and their remuneration, including the granting of variable remuneration for the 2022 financial year; • preparation of the remuneration report; • organisation of the Company. Investment Committee As at 31 December 2022, the Investment Committee consisted of two Independent Directors and one Executive Director: Mr Plasman (Chair of the Investment Committee), Mr Wibaut and Mr Gielens. During the 2022 financial year, the committee met 2 times to analyse and evaluate investment opportunities. Additionally, the members of the committee regularly consulted informally (electron- ically or by telephone) when a formal meeting was not necessary. 5.6 Attendance of Directors and remuneration of Non-Executive Directors More information on the attendance of Directors and the remuner- ation of the Non-Executive Directors can be found in the remunera- tion policy (see Aedifica’s Corporate Governance Charter) and the remuneration report (see page 111). 5.7 Executive Committee and effective management The Executive Committee is composed of the following persons, who are also all Executive Managers in the meaning of the RREC Law. The members of the Executive Committee are appointed by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee. Name Position Function / description Start of mandate Aedifica shareholding Stefaan Gielens, MRICS Belgian – 57 years Chief Executive Officer (CEO) ∙ Monitoring the Group’s general activities ∙ Driving force behind the Group’s strategy and internationalisation ∙ Executive Director, chair of the Executive Committee, member the Investment Committee and Director of several Aedifica subsidiaries ∙ CEO mandate is of indefinite duration 3 February 2006 14,728 Ingrid Daerden Belgian – 48 years Chief Financial Officer (CFO) ∙ Responsible for the financial activities of the Group ∙ Executive Director, member of the Executive Committee, Risk Manager and Director of several Aedifica subsidiaries ∙ CFO mandate is of indefinite duration 1 September 2018 3,532 Raoul Thomassen Dutch – 48 years Chief Operating Officer (COO) ∙ Responsible for the business operations and daily functioning of the Group ∙ Executive Director, member of the Executive Committee and Director of several Aedifica subsidiaries ∙ COO mandate is of indefinite duration 1 March 2021 1,046 Charles-Antoine Van Aelst Belgian – 37 years Chief Investment Officer (CIO) ∙ Responsible for the Group’s investment activities ∙ Executive Director, member of the Executive Committee and Director of several Aedifica subsidiaries ∙ CIO mandate is of indefinite duration 1 October 2017 3,839 Sven Bogaerts Belgian– 45 years Chief Legal Officer/ Chief Mergers & Acquisitions Officer (CLO/CM&AO) ∙ Responsible for the Group’s Legal Department and its national and international M&A activities ∙ Executive Director, member of the Executive Committee and Director of several Aedifica subsidiaries ∙ CLO/CM&AO mandate is of indefinite duration 1 October 2017 4,600 – 107 – Corporate governance Risk factors Financial statements Additional information Remuneration More information on the remuneration of the members of the Executive Committee can be found in the remuneration policy (see Aedifica’s Corporate Governance Charter) and the remuneration report (see page 115). Role and responsibilities of the Executive Committee In accordance with Article 16 of the Company’s Articles of Associ- ation, the Board of Directors delegated to the Executive Committee special limited decision-making and representation powers to allow it to fulfil its role. For the division of powers between the Executive Committee and the Board of Directors and for the other aspects of the operation of the Executive Committee, please see Aedifica’s Corporate Gov- ernance Charter (available on the website). 6. Diversity at Board and Executive Committee level Diversity at the level of the Board of Directors and at the level of the Executive Committee is part of the overall diversity, equity and inclusion objectives of Aedifica as described in the diversity policy (see page 69). Diversity at Board level In accordance with the Belgian legal requirements, at least one third of the members of the Board of Directors must be of a different gender from the other members. The Board of Directors follows these legal requirements, and these have also been integrated into the Board recruitment and nomination process. The precise gender make-up fluctuates over time as positions become vacant and depends also on the complementarity between the different members with respect to various facets of diversity (of which gender is one). Beyond gender diversity and the growing focus on the international composition of the Board of Directors, the Board of Directors always strives to keep a balanced mix of diversity in terms of skills, experience, nationality, age, independence, tenure as well as any other relevant criterion. TENURE 8 6 4 2 0 0 – 4 years 5 – 8 years 9 – 12 years + 12 years AGE 6 5 4 3 2 1 0 < 30 years 30 – 39 years 40 – 49 years 50 – 59 years > 60 years NATIONALITIES 9 Belgian 1 Finnish 1 Dutch 1 German GENDER Board of Directors STATUS SKILLS 5 Women 7 men 7 Independent 5 Non-independent 10 International business experience 8 ESG / Sustainability 7 M&A / Capital Markets 12 Senior management experience 4 Legal / Public Policy 5 Risk Management 7 Financial expertise 3 Relevant professional experience in/knowledge of healthcare industry 10 Real estate / REIT 108 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Diversity at Executive Committee level No legal gender requirements apply to the composition of the Executive Committee. Nevertheless, here as well, the Company strives through the Board of Directors that appoints the members of the Executive Committee, to gender diversity in the composition of the Executive Committee. The overall objective, however, is to pay careful attention not just to one aspect of diversity but to diversity in all its aspects to ensure a complementarity of competences, national and international experience, personalities and profiles, in addition to the expertise and integrity required for the performance of the function. 7. Evaluation of the Board of Directors and its committees Under the leadership of its Chair, the Board of Directors regularly (and at least every three years) evaluates its size, composition, performance and that of its committees. This evaluation has four objectives: • to assess the functioning of the Board of Directors and its committees; • to check whether important subjects are thoroughly prepared and discussed; • to assess each Director’s actual contribution on the basis of his or her attendance at meetings of the Board of Directors and committees and his or her constructive contribution to the discussions and decision-making; • to assess whether the current composition of the Board of Directors and committees is in line with the needs of the Group. In addition, every five years the Board of Directors evaluates whether the current monistic governance structure of the Com- pany remains appropriate. The Board of Directors is assisted in this evaluation by the Nomi - nation and Remuneration Committee and, if necessary, by external experts. The contribution of each Director is regularly evaluated so that the composition of the Board of Directors can, if necessary, be adapted to any changed circumstances. In the event of a reappointment, the contribution and performance of the Director are evaluated on the basis of a predetermined and transparent procedure. The Board of Directors ensures that there are appropriate plans for monitoring the Directors and ensures that the balance of competences and experi- ence in the Board of Directors is maintained in all appointments and reappointments (of both Executive and Non-Executive Directors). Non-Executive Directors regularly evaluate their interaction with the Executive Committee. To this end, they meet at least once a year without the members of the Executive Committee. The last overall evaluation of the Board of Directors and the Board committees took place end of 2020/the beginning of 2021. The Board of Directors evaluated its effectiveness and interaction with the Executive Committee in accordance with the formal proce- dure described in the Corporate Governance Charter (including anonymous survey and feedback sessions on the outcome of the survey). Overall, the Board of Directors was positive about its role, responsibilities, composition and functioning and of that of its committees, as well as about the interaction with the Executive Committee. Moreover, it concluded that each Director individually has fulfilled the role of Director in a proper and constructive manner. The items for improvement included amongst others, the further diversification in terms of gender and internationalisation of the Board of Directors. The items for improvement are further monitored by the Board of Directors. In this context, Ms Henrike Waldburg (see biography on page 105) was appointed upon proposal of the Board of Directors by the Ordinary General Meeting of 10 May 2022 as new Director to replace Mr Franken whose Board mandate had expired and was not open for renewal taking into account the age limit of 72 years. A new Board evaluation will be organised in the second half of 2023. AGE 6 5 4 3 2 1 0 < 30 years 30 – 39 years 40 – 49 years 50 – 59 years > 60 years NATIONALITIES 4 Belgian 1 Dutch GENDER Executive Committee 1 Women 4 Men TENURE 6 5 4 3 2 1 0 0 – 4 years 5 – 8 years 9 – 12 years + 12 years – 109 – Corporate governance Risk factors Financial statements Additional information Aedifica posted solid results in 2022 +35 care properties +2,900 residents +€775m fair value real estate portfolio Improvement of all sustainability scores €4.76/share EPRA earnings 43.6% debt-to-assets ratio 8. Remuneration report This Remuneration Report was drafted according to the provisions of article 3:6 §3 BCCA and complies with the principles of the 2020 CG Code. It has also been drafted taking into account the European Commission’s non-binding draft guidelines for the standardised presentation of the remuneration report 1 . The Remuneration Report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due, during the 2022 financial year to each of the Non-Executive Directors and members of the Executive Committee in application of the remuneration policy, where applicable comparing the actual performance to the targets set. On 11 May 2021, the General Meeting of Aedifica approved the new remuneration policy with a large majority (95.20% of the votes casted). This new policy took effect on 1 January 2021 and can be consulted on our website. The last remuneration report (over the financial year 2021) was also approved by a large majority of the shareholders (83.93% of the votes casted at the General Meeting of 10 May 2022). The Board of Directors did not deviate in any matter from the approved remuneration policy. 8.1 Remuneration of the Non-Executive Directors for the 2022 financial year The Company’s Ordinary General Meeting has set the following remuneration for the Non-Executive Directors 2 : • Board of Directors - Chairman: annual fixed fee €90,000 + €1,000 per meeting attended; - Member: annual fixed fee €35,000 + €1,000 per meeting attended. • Audit and Risk Committee - Chairman: annual fixed fee €15,000 + €900 per meeting attended; - Member: annual fixed fee €5,000 + €900 per meeting attended. • Nomination and Remuneration Committee / Investment Committee - Chairman: annual fixed fee €10,000 + €900 per meeting attended; - Member: €900 per meeting attended. 1. Draft Guidelines on the standardised presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828 as regards the encouragement of long-term shareholder engagement. 2. See decisions of the Ordinary General Meetings of 28 October 2016, 22 October 2019 and 11 May 2021. 110 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Additionally, the Board of Directors has decided to grant a special travel allowance of €300 per (round) trip to Mr Huuskonen and Ms Waldburg in application of the power granted to it under the remuneration policy to offer on a case-by-case basis to Non-Ex - ecutive Directors who attend meetings of the Board of Directors in a country other than their country of residence, a special travel allowance of €300 to cover their travel time. The table below pro - vides an overview of the Non-Executive Directors’ attendance at Board and committee meetings and the remuneration received for the 2022 financial year as Director of Aedifica. The amounts of the remuneration correspond to the amounts approved by the Ordinary General Meetings referred to above and are, based on a comparative study of Willis Towers Watson of 2020 with the BEL20 companies as reference peer group, below the 25th percentile of the market. The structure of the remuneration corresponds to the remuneration policy: a fixed cash-based straight forward remuneration. Non-Ex- ecutive Directors do not receive performance-related remuneration (such as bonuses, shares or stock options), benefits in kind, or benefits related to pension plans. Consequently, the ratio of fixed to variable remuneration is 100% fixed and 0% variable. However, in accordance with the remuneration policy and in order to comply with the spirit of principle 7.6 of the 2020 CG Code the Non-Executive Directors are obliged to annually register in the Company’s share register a number of shares equivalent to 10% of their gross annual fixed remuneration as member of the Board of Directors, calculated based on the average stock market price for the month December of the previous year. In application of this rule the Non-Executive Directors other than the Chairperson had to register for the year 2022 a minimum of 31 shares in the share register, whereas the Chairperson had to register a minimum of 80 shares. All Non-Executive directors have registered the required number of shares in the share register of the Company, with the exception of Ms Waldburg who was only appointed as director in 2022 and who will make the required registrations in 2023. These shares must be held in registered form until at least one year after the Non-Executive Director leaves the Board of Directors and, in any case, for at least three years after the shares have been registered. The combination of a fixed cash-based remuneration and the obli- gation for the Non-Executive Directors to invest in the Company’s capital, coupled to a long-term holding obligation of the acquired shares, allows the Company to reward the members of the Board of Directors appropriately for their work based on market-competitive fee levels, whilst also strengthening the link with the Company’s strategy, long-term interest and sustainability. Name Board of Directors Attendance Audit and Risk Committee Attendance Nomination and Remuneration Committee Attendance Investment Committee Attendance Fixed remuneration (€) Attendance fees (€) Travel allowance (€) Total remuneration (€) Jean Franken 7/7 4/4 1/1 16,028 11,500 27,528 Pertti Huuskonen 17/17 2/2 35,000 18,800 2,100 55,900 3 Katrien Kesteloot 17/17 5/5 40,000 21,500 61,500 Elisabeth May-Roberti 16/17 6/6 45,000 21,400 66,400 Marleen Willekens 16/17 5/5 50,000 20,500 70,500 Luc Plasman 16/17 6/6 2/2 41,397 23,200 64,597 Serge Wibaut 16/17 5/5 2/2 95,000 22,300 117,300 Henrike Waldburg 9/10 22,390 9,000 300 31,690 Total 344,815 148,200 495,415 8.2 Remuneration of the members of the Executive Committee for the 2022 financial year 8.2.1 Aedifica’s remuneration philosophy The main principles underlying Aedifica’s remuneration policy for the members of its Executive Committee are based on a balanced approach between market competitive standards, the ratio between fixed and variable pay and the economic and social contribution of the Company linked to certain non-financial parameters of the variable pay: • compensation at market-competitive levels (considering both fixed and variable components of remuneration), achieved by benchmarking against a market peer group; • pay-for-performance that drives financial and non-financial performance and generates long-term sustainable and prof- itable growth. The remuneration target aims for 55% of total compensation in base salary and 45% in short- and long-term variable compensation in order to maintain a strong alignment with the Company’s financial performance goals, its long-term value creation strategy and risk tolerance. Short- and long-term variable remuneration are weighted equally (50/50); • differentiation based on experience and responsibility, such that the compensation of individual members of the Executive Com- mittee is aligned with their respective responsibilities, relevant experience, required competencies and performance; • balancing all stakeholders’ interests, with due consideration to shareholder and societal views, by complying with best prac - tices in corporate governance, defining targets for the variable compensation plans based on financial and non-financial targets and a transparent, simple and clear remuneration policy. 3. After the takeover of Hoivatilat by Aedifica in the beginning of 2020, the Board of Directors of Hoivatilat still counts three independent Finnish Directors. Their mandate is remunerated in line with the customary practices that already existed within Hoivatilat prior to the takeover. Mr Huuskonen is one of the three Independent Directors and also acts as vice-chairman of the Board of Directors of Hoivatilat. For this mandate he has received for the financial year 2022 a remuneration of €46,896 (€39,996 fixed; €6,900 attendance fees) which is not reflected in the above table regarding the remuneration of the Aedifica Board mandates. This brings Mr Huuskonen’s total remuneration received from Aedifica (Group) on €102,795. – 111 – Corporate governance Risk factors Financial statements Additional information 8.2.2 Remuneration structure 8.2.2.1 Fixed remuneration The fixed remuneration consists of a fixed cash remuneration, as set out in the management agreements with individual members of the Executive Committee. Since the financial year 2009/2010, the Company has also granted to the members of the Executive Committee, as part of their fixed remuneration, an annual cash bonus from which net proceeds after taxes are to be used entirely to purchase Aedifica shares at a discount. This ‘fixed long-term incentive plan’ was first announced in the 2008/2009 Annual Financial Report and is described further hereafter. Whereas the new remuneration policy (approved by the 2021 General Meeting) provides in a new – performance based – varia- ble long-term incentive plan, the current long-term incentive plan was – in line with the remuneration policy – nonetheless extended until 2022. The new performance based long-term incentive plan will deliver its first award only in early 2024, upon completion of the first three-year performance cycle (2021-2023) and subject to achievement of the KPIs over the performance cycle. Therefore, as explained in the remuneration policy, in order to avoid a material loss in remuneration over the years 2021 and 2022 for the members of the Executive Committee, the current fixed long-term incentive plan was extended until 2022 and will cease to exist in 2023. In that respect, the Board of Directors decided on 22 February 2022 in application of Article 7:91 BCCA and the remuneration policy to grant, within the framework of the annual (current) fixed long-term incentive plan, a gross remuneration of €184,112 for the CEO and €105,207 for each other member of the Executive Committee for the period 1 January 2022 until 31 December 2022 under the terms and conditions as explained hereafter (the ‘2022 LTIP’). After deducting withholding taxes, the executives purchased shares at a unit price equal to the last known closing share price multiplied by a factor amounting to 100/120th, in accordance with comment 36/16 of the Belgian Income Tax Code, i.e., at a share price of €83.25 (the closing share price on 7 March 2022 of €99.90 multiplied by 100/120). In execution of this ‘long-term incentive plan’, the CEO acquired 1,028 shares, the CFO and the COO each 587 shares, the CLO/CM&AO and CIO each 588 shares. The 2022 LTIP provides for a vesting scheme spread over a three-year period (year 0: 0% vested; year 1: 20% vested; year 2: 50% vested; year 3: 100% vested) and for vesting conditions that are aligned with what is mar- ket practice and generally considered to be acceptable, in line with the terms and conditions of the previous long term incentive plans as adapted by decision of the Board of Directors of 17 December 2020 to accommodate shareholders concern (see remuneration report 2019/2020) (in particular the removal of the takeover and change of control clauses from the good leaver exceptions). The gross remuneration granted to the members of the Executive Committee under the long-term incentive plan 2022 consists of the same amounts as under the previous plan, save for indexation. It was indicated in the remuneration report 2021 that the Board of Directors would order a benchmark study from the independent specialist consultant Willis Towers Watson in order to assess the market conformity of the remuneration of the members of the Executive Committee as provided in the remuneration policy (the latest benchmark study executed by Willis Towers Watson dated already from June 2019). This benchmark study was conducted by Willis Towers Watson in the first half of 2022. The benchmarked group consisted of the following European peers: Cofinimmo, Immobel, Warehouses de Pauw, Gecina, Icade, Klepierre, Korian, Orpea, Deutsche Wohnen, Patrizia, Vonovia, Grand City Proper- ties, Shurgard Self Storage, Eurocommercial Properties, Redevco, Fabege, Hemso, SBB, PSP Swiss Property, Assura, Hammerson, Land Securities Group and Segro. Based on the outcome of this benchmark, the Board of Directors decided on 29 March 2022, upon recommendation of the Nomi - nation and Remuneration Committee, to increase the fixed remu- neration of the members of the Executive Committee as described hereafter to bring the total remuneration within a range of what is considered on the basis of the benchmark and the market rates of the peer group as competitive executive pay levels. In that respect, the fixed remuneration of the members of the Executive Committee were adapted as follows: • CEO: increase of fixed remuneration spread over a three-year period, as follows: - as from 1.07.2022: increase to €550,000; - as from 1.07.2023: increase with €50,000 (plus indexation of this amount per 1.07.2023); - as from 1.07.2024: increase with €50,000 (plus indexation of this amount per 1.07.2024). • CFO: increase of fixed remuneration to €380,000 per 1.07.2022; • CM&AO/CLO: increase of fixed remuneration to €320,000 per 1.07.2022; • CIO: increase of fixed remuneration to €310,000 per 1.07.2022; • COO: increase of fixed remuneration to €294,200.60 per 1.07.2022. The members of the Executive Committee receive no additional compensation to carry out the duties related to their office as Director of Aedifica and its subsidiaries and receive no remunera- tion from Aedifica’s subsidiaries. Overview of shares vested in 2022 under long-term incentive plans The table at the top on the right details the number of shares acquired by the members of the Executive Committee in previous years in application of the long-term incentive plans (reported in previous annual reports) and which have vested during the calendar year 2022. Tampere Sisunaukio - Tampere (FI) 112 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Name Identification of plan Acquisition date of LTIP shares Total number of LTIP shares acquired Acquisition price of LTIP shares Number of LTIP shares vested in 2022 Number of shares not yet vested Stefaan Gielens Ad Hoc LTIP 24/07/2019 1,173 79.17 586 / 15/06/2020 171 81.33 51 86 2019/2020 LTIP 12/12/2019 1,215 89.50 607 / 2020 LTIP 17/12/2020 501 81.08 150 251 2021 LTIP 15/04/2021 964 84.25 192 772 2022 LTIP 14/03/2022 1,028 83.25 / 1,028 Ingrid Daerden Ad Hoc LTIP 24/07/2019 588 79.17 294 / 2019/2020 LTIP 12/12/2019 680 107.40 340 / 2020 LTIP 17/12/2020 286 81.08 85 143 2021 LTIP 15/04/2021 552 84.25 110 442 2022 LTIP 14/03/2022 587 83.25 / 587 Sven Bogaerts Ad Hoc LTIP 24/07/2019 586 79.17 293 / 2019/2020 LTIP 12/12/2019 648 107.40 324 / 2020 LTIP 17/12/2020 286 81.08 85 143 2021 LTIP 15/04/2021 551 84.25 110 441 2022 LTIP 14/03/2022 588 83.25 / 588 Charles-Antoine van Aelst Ad Hoc LTIP 24/07/2019 586 79.17 293 / 2019/2020 LTIP 12/12/2019 633 107.40 316 / 2020 LTIP 17/12/2020 286 81.08 85 143 2021 LTIP 15/04/2021 551 84.25 110 441 2022 LTIP 14/03/2022 588 83.25 / 588 Raoul Thomassen 2021 LTIP 15/04/2021 459 84.25 91 368 2022 LTIP 14/03/2022 587 83.25 / 8.2.2.2 Variable remuneration Short-term variable remuneration As described in the remuneration policy, the members of the Executive Committee are entitled to an annual bonus subject to the realisation of both collective and personal objectives. The target bonus for performance is equal to 40% of the fixed annual remuneration. For actual performance below the defined threshold, no bonus is due. Moreover, the actual bonus is capped at a maximum of 50% of annual fixed remuneration paid for per - formance at, or in excess of the maximum recognised performance level. The aggregate annual bonus may thus vary between 0% and 50% of the fixed annual remuneration, depending on the realisation of the performance targets. The targets, thresholds and maximum performance levels are deter- mined each year at the beginning of the annual performance cycle. The actual bonus earned is determined based on the following balanced mix of collective and personal, financial and non-financial key performance indicators (KPIs) and their corresponding weight- ing factors (% weight shown in brackets): Collective KPIs (85%) Personal KPIs (15%) EPS (70%) Operating margin (15%) Personal targets supporting the Company’s strategic imperatives On 15 February 2023, the Board of Directors concluded, based on the recommendation of the Nomination and Remuneration Com- mittee and after validation of the financial results per 31 December 2022 by the Audit and Risk Committee that the quantitative and qualitative criteria set out for the annual short term incentive plan 2022 in the Board’s decision of 29 March 2022 and determined in line with the remuneration policy were met for payment of the variable remuneration to the members of the Executive Committee for the financial year 2022, as follows: Period 1 January 2022 – 31 December 2022 Relative weighting Objective set by the Board of Directors Achievement on 31 December 2022 Consolidated EPRA Earnings per share 70% €4.91 based on 36,308,157 shares (maximum recognised performance) EPRA earnings per share of €4.76 based on a weighted average number of shares over the period of 38,113,384 shares (i.e. €5.15 based on 36,308,157 shares) In excess of maximum recognised performance (125% of target bonus attributed) Consolidated EBIT margin (operating result before result on portfolio divided by net rental income) 15% 83.80% (maximum recognised performance) Consolidated EBIT margin of 84.60% In excess of maximum recognised performance (125% of target bonus attributed) Individuals qualitative and organisation- building targets 15% Individual targets levels achieved outstanding (125% of target bonus attributed) – 113 – Corporate governance Risk factors Financial statements Additional information Long-term variable remuneration As described in the remuneration policy, the members of the Executive Committee are entitled to a long-term incentive award that is granted conditionally, the vesting of which is contingent on the realisation of key performance indicators (KPIs) over a period of three years (the performance cycle). The target incentive award for performance is equal to 40% of the annual fixed remuneration at the time of granting. For actual perfor- mance below the retained threshold performance level defined, no award is due. Moreover, the actual award is capped at a maximum 50% of the annual fixed remuneration at grant which is paid for actual performance at or in excess of the maximum recognised performance level. The aggregate long-term incentive may thus vary between 0 and 50% of the annual fixed remuneration at grant, depending on the realisation of the targets. The actually earned incentive award is determined on the basis of the following mix of collective, financial and non-financial, KPI- types (key performance indicators) and corresponding weighting factors: Financial KPI type (70%) Non-financial KPI type (30%) Relative shareholder return Earnings per share Dividend per share Environmental, social and governance (ESG) criteria The Board of Directors determines for each three-year performance cycle the specific financial and non-financial KPIs (and their respec- tive target, threshold and maximum performance levels recognised) selected within the framework of the above-mentioned KPI-types. The incentive award is paid out in cash at the beginning of the year following the performance cycle, subject to applicable tax and social security regulations. The members of the Executive Committee can opt to invest the net cash award (after deduction of withholding tax), to acquire Company shares at 100/120 th of the market share price, provided that the Company shares are made unavailable and are not transferable during a period of at least 2years following the acquisition of the shares. On 29 March 2022 the Board of Directors selected the specific KPIs for the (second) performance cycle of the long-term incentive plan (period 2022-2024) within the range of categories of financial and non-financial KPIs set out in the Remuneration Policy. The realisation of the KPIs for this performance cycle of the long-term incentive plan will be evaluated early 2025. A payment under this plan (insofar as the KPIs are achieved) will take place in 2025. Period 1 January 2022 – 31 December 2024 Relative weighting Achievement on 31 December 2022 Financial KPI Average EPS growth (CAGR) 70% Performance period ongoing Non-financial KPI 30% EPC Coverage of the Group's portfolio 15% Performance period ongoing Employee satisfaction 15% Performance period ongoing The first performance cycle of the long-term incentive plan (period 2021-2023) was set last year by the Board of Directors (see remu- neration report 2021). The realisation of the KPIs for this perfor- mance cycle of the long-term incentive plan will be evaluated early 2024 and will be reported in the remuneration report 2023 (submitted to the General Meeting in 2024). 8.2.2.3 Post-retirement benefits The members of the Executive Committee benefit from a group insurance policy consisting of a ‘defined-contribution scheme’, managed through private insurance plans with a guaranteed return. The contributions under this pension scheme are exclusively financed by the Company and do not require personal contribu- tions from the beneficiaries. 8.2.2.4 Other components of the remuneration The members of the Executive Committee benefit from hospi- talisation and invalidity insurance and coverage for accidents at work. Each Executive Manager benefits from a company car. In the 2022 financial year, the cost to the Company (rental charge and petrol) was €21,203 excl. VAT for the CEO and a combined total of €65,315 excl. VAT for the other Executive Managers. Each Executive Manager also uses a company provided laptop and a smartphone. Moreover, the Company grants each executive a fixed allowance for representation expenses of €300 per month. 114 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 8.2.3 Total remuneration Fixed remuneration Variable remuneration (€) Name Annual fixed remuneration (€) Long term incentive plan 2021 (€) One-year variable Multi-year variable Pension plan contribution (€) Other benefits (€) Total remuneration (€) Ratio of fixed / variable remuneration (€) Stefaan Gielens (CEO) 541,472 184,112 270,736 / 77,480 30,856 1,104,656 75/25 Ingrid Daerden (CFO) 360,353 105,207 180,176 / 39,260 13,743 698,740 74/26 Raoul Thomassen (COO) 281,811 105,207 140,905 / 32,188 17,825 577,936 76/24 Charles-Antoine van Aelst (CIO) 306,122 105,207 153,061 / 34,390 13,580 612,360 75/25 Sven Bogaerts (CLO/CM&AO) 325,172 105,207 162,586 / 39,700 3,260 635,926 74/26 For information purposes, note that the ratio between the total remuneration of the CEO for 2022 and the average remuneration of personnel amounts to 9; the ratio between the total remuneration of the CEO for 2022 and the lowest remuneration of personnel amounts to 19. 8.2.4 Contractual provisions of the management agreements 8.2.4.1 Termination of management agreements The management agreements signed with the members of the Executive Committee may be terminated either by each party giving notice according to the applicable legal and contractual conditions, or in the following circumstances: • immediately in case of serious misconduct; • immediately in the event that the market authority (FSMA) with- draws the fit and proper approval of the Executive Committee member; • immediately if the Executive Committee member does not act as Executive Committee member during a period of 3 months, except in case of illness or accident; • immediately if the Executive Committee member cannot act as Executive Committee member during a period of 6 months, in case of illness or accident. The only case in which a contractual indemnity granted to a mem - ber of the Executive Committee could exceed 12 months of remu- neration is in the event that the management agreement with the CEO is terminated by Aedifica within six months after a change of control (including a public takeover bid) and without serious fault on the part of the CEO; in this case, the CEO is eligible to obtain an indemnity equal to 18 months’ remuneration. The Nomination and Remuneration Committee recalls that this clause was included in the management agreement signed with the CEO in 2006. In accordance with article 12 of the Act of 6 April 2010, this indemnity payment does therefore not require approval by the General Meet- ing. Since then, no such contractual clauses have been included in the agreements concluded with (other) members of Aedifica’s Executive Committee. In 2022 there were no departures from the Board of Directors or the Executive Committee and no severance payments have therefore been paid. 8.2.4.2 Clawback In line with the remuneration policy, the management agreements with the members of the Executive Committee provide for a claw - back mechanism for both the (performance based) short- and long-term incentive plans whereby the Company has the right to reclaim from the beneficiary all or part of a variable remuneration up to 1 year after payment if it appears during that period that payment has been made based on incorrect information concern- ing the achievement of the performance targets underlying the variable remuneration or concerning the circumstances on which the variable remuneration was dependent. There were no circumstances in 2022 which could have resulted in the use of the clawback. 8.2.5 Share ownership requirement All members of the Executive Committee possess the minimum number of shares in the Company as stipulated by the remunera- tion policy (see pages 104-105 for specific number of shares held), except for Mr Thomassen who only took up his position as COO and member of the Executive Committee on 1 March 2021 and has until 28 February 2026 to reach the minimum threshold. – 115 – Corporate governance Risk factors Financial statements Additional information 8.3 Comparative information on the change of remuneration and company performance over the past 5 financial years In an interest to increase transparency of past, current and future remuneration and in alignment with investor interests and the leg - islative environment, the table below demonstrates the change of remuneration for members of the Board of Directors, the CEO and each of the other members of the Executive Committee (in office over the past financial year) in comparison to performance of the Group and average remuneration of Aedifica employees over a 5-year period. The Non-Executive Directors have always received a fixed remu - neration (annual remuneration + attendance fee) in cash. Since the financial year 2015/2016, the amounts of (elements of) the remu- neration of the Non-Executive Directors have only been changed further to decisions of the General Meetings of 28 October 2016 1 , 22 October 2019 2 and 11 May 2021 3 . Finally, the numbers in the below table are also influenced by: • the decision of the Board of Directors of 22 October 2019 to grant to Mr Hohl, Non-Executive Director at that time, an additional fixed annual remuneration of €5,000 for his special assignment at that time as responsible for the internal audit (in accordance with Article 17 of the RREC legislation), due until the end of this director mandate (26 October 2020); • the remuneration of Mr Franken in his capacity as Director of Immobe NV/SA on behalf of the Company in accordance with article 73 of the RREC Law (according to which an Independent Director of Aedifica had to sit in the Board of Immobe as (then) Institutional RREC) for the period from 31 October 2018 until 27 March 2019 (including) (total remuneration for the afore- mentioned period of €6,000 fixed remuneration and €4,000 attendance fees); • the expansion of the Board of Directors on 8 June 2020 with MrPertti Huuskonen, independent Non-Executive Director. Other than that, the changes to the remuneration of the Non-Executive Directors vary thus only from year to year in view of the number of meetings of the Board of Directors and of the Board committees and attendance rates. Annual change in % FY 2017/2018 vs 2016/2017 FY 2018/2019 vs 2017/2018 FY 2019/2020 4 vs 2018/2019 FY 2021 vs 2019/2020 FY 2022 vs 2021 Remuneration of the Non-Executive Directors 2% 2% 15% 29% 1% Remuneration of the CEO (total) Stefaan Gielens 7% 23% 12% - 10% 6% Average remuneration of the other members of the Executive Committee (total) Sven Bogaerts 33% 62% - 7% 7% Ingrid Daerden 15% -8% 14% Charles-Antoine van Aelst 28% 37% 8% 10% Raoul Thomassen - 5 37% Total cost of Executive Committee (including CEO) 37% 6 14% 15% 7 -10% 8 13% 9 Company’s performance 10 Investment properties (including assets held for sale) 13% 33% 62% 29% 16% Investment properties (including assets held for sale) + WIP 31% 25% 64% 28% 16% Rental income 16% 29% 34% 24% 18% EPRA Earnings 22% 24% 34% 30% 20% EPRA EPS 3% 15% 9% 3% 9% Average remuneration on a full-time equivalent basis of employees of Aedifica SA/NV 11 Employees of the Company 5% 18% 13% 4% 8% 116 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 8.4 Main changes for 2023 8.4.1 Non-Executive Directors The level of remuneration is regularly assessed and benchmarked against a market peer group in order to enable the Company to continue to attract and retain internationally experienced director profiles for the Company, taking into account and evolving with the size, growth and internationalisation of the Company. The last benchmark was conducted in 2020. No change is foreseen in the remuneration of the Non-Executive Directors in 2023. 8.4.2 Members of the Executive Committee The Board of Directors sets the fixed remuneration annually, taking into account factors such as: • position and corresponding responsibilities; • experience and competencies; • applicable (social and tax) regulations; • international growth of the Company; • performance of the Company; • benchmarks with peers provided by the Nomination and Remu- neration Committee (ensuring that the Company can attract and retain experienced executive profiles). The annual fixed remuneration may be reviewed and adapted taking into account the preceding factors and within the framework of the approved remuneration policy. In accordance with the Board decision of 29 March 2022 (as described under section 8.2.2), the increase of the fixed remunera- tion of Mr Gielens as CEO is spread over three years, resulting in an adjustment of his fixed remuneration on 1 July 2023 and on 1July 2024 to bring the remuneration to a competitive level of remuner - ation in line with the identified peer group from the benchmark. In line with the remuneration policy (and as described under section 8.2.2) a final award under the fixed long-term incentive plan was granted to the members of the Executive Committee in 2022. As from 2023 this fixed long-term incentive plan will cease to exist and will no longer be offered to the members of the Executive Committee. 1. Decision of the Ordinary General Meeting of 28 October 2016 to increase 1) the fixed annual remuneration of (i) the Chair of the Board of Directors from €13,600 to €50,000, (ii) the Chairs of the Board Committees from €11,330 to €25,000 and (iii) the other Directors from €11,330 to €15,000, and 2) the attendance fees per Director per meeting for meetings of (i) the Board of Directors from €850 to €1,000 and (ii) the Board Committees from €800 to €900. 2. Decision of the Ordinary General Meeting of 22 October 2019: 1) to increase the fixed annual remuneration of the Chair of the Audit and Risk Committee from €10,000 to €15,000 (resulting in a total fixed annual remuneration as Director and Chair of the Audit and Risk Committee of €30,000); and 2) to grant an additional fixed annual remuneration of €5,000 to each other member of the Audit and Risk Committee. 3. Decision of the Ordinary General Meeting of 11 May 2021 to increase 1) the fixed annual remuneration by €40,000 from €50,000 to €90,000 for the chairperson of the Board of Directors and 2) the fixed annual remuneration by €20,000 from €15,000 to €35,000 for each other Non-Execu- tive Director. 4. For comparative purposes, the remuneration paid by the Company over the extended financial year 2019/2020 (running from 1 July 2019 until 31 December 2020) was annualised from 18 months to 12 months. 5. No comparison can be made since Mr Thomassen’s mandate only started on 1 March 2021. 6. The substantial change in remuneration can be explained by the changed composition of the Executive Committee which increased in number of members (from 4 to 6 members). 7. The change in remuneration can be explained by an increase in the remuneration of the members of the Executive Committee as from 1 July 2019 as decided by the Board of Directors during the financial year 2018/2019 on the basis of a benchmark performed by the independent specialist consultant Willis Towers Watson in 2019. The benchmark group consisted of 32 companies from Belgium, Germany, France and the Netherlands: AG Real Estate, Ascencio, Atenor, Banimmo, Befimmo, Cofinimmo, Home Invest, Immobel, Leaseinvest, Montea, Warehouses De Pauw, GAGFAH M Immobilien-Management, LEG Immobilien, Altarea Cogedim, Crédit Agricole Immobilier, Icade, Orpea, Poste Immo, Société Foncière Lyonnaise, Altera Vastgoed, Redevco, Vastned Groep, Wereldhave, Alinso Group, Codic International, Deutsche Wohnen, Hochtief, Foncière des Régions, Gécina, Klépierre, Unibail Rodamco and OVG Real Estate. 8. The downwards change in total remuneration of the Executive Committee can be explained by (i) Raoul Thomassen’s mandate as COO and member of the Executive Committee which only started as from 1 March 2021 and (ii) the remuneration base for the extended FY 2019/2020 which is equal to the received remuneration over 18 months annualised on 12 months. 9. The change in remuneration can be explained by the increase in remuneration as from 1 July 2022 as explained above under section 8.2.2. 10. The calculation for the financial year 2019/2020 is based on annualised figures, except for the first two parameters (investment properties including assets held for sale/+ work in progress), which are based on the balance sheet total as at 31 December 2020. 11. The average remuneration of employees is calculated on the basis of ‘wages and direct social benefits’ on an annual basis divided by the number of employees on an annual basis. – 117 – Corporate governance Risk factors Financial statements Additional information 9. Regulations and procedures 9.1 Conflicts of interest The Directors, the members of the Executive Committee, the per- sons entrusted with the day-to-day management, the Executive Managers and the mandataries of the Company cannot act as counterparty in transactions with the Company or with a company that controls it, nor can they derive any benefit from transactions with the above-mentioned companies, except when the transaction is carried out in the interest of the Company, within the planned investment policy and in accordance with normal market condi - tions. Where appropriate, the Company must inform the FSMA of such transactions in advance. The transactions are immediately made public and are explained in the Annual Financial Report and, where appropriate, in the Half- Year Financial Report. Articles 7:96 and 7:97 of the Belgian Code of Companies an Asso- ciations, as well as Article 37 of the RREC Act (and the exceptions under Article 38 of the RREC Act), always need to be taken into consideration. These legal provisions concern the procedures that need to be followed in case a conflict of interest arises. No conflict of interest in relation to real estate transactions occurred during 2022. The only conflicts of interest that did occur during the 2022 financial year related to the remuneration of the members of the Executive Committee and of Mr Huuskonen, as explained below. Minutes of the meeting of the Board of Directors of 22February 2022 In accordance with article 7:96 of the Belgian Code on Compa- nies and Associations and article 37 of the Belgian Regulated Real Estate Act, Mr Stefaan Gielens, Ms Ingrid Daerden, Mr Sven Bogaerts and Mr Charles-Antoine van Aelst each declared that they have a possible interest of a patrimonial nature which conflicts with the Company’s interest, about which they will inform the Statutory Auditor. Mr Raoul Thomassen, who is not a not a member of the Board of Directors (and thus has no conflict of interest within the meaning of article 7:96 of the Belgian Code on Companies and Associations), also declared – in his capacity of member of the Executive Committee and effective leader – to have an interest of a patrimonial nature that conflicts with the Company’s interest within the meaning of article 37 of the Belgian Regulated Real Estate Act. This conflict of interest arises because the Board of Directors will deliberate and resolve on certain elements of the remuneration of the members of the Executive Committee. All members of the Executive Committee then leave the meeting with respect to the deliberation and decision-making on the agenda items 6b, 6c, 6d, 6e and 6f. Remuneration of the members of the Executive Committee: STI variable remuneration 2021 The Board of Directors has set on 16 March 2021, in line with the remuneration policy, the personal KPIs as well as the performance levels (targets, minimum thresholds and maximum performance lev- els) of the collective and personal KPIs for the short-term variable remuneration of the members of the Executive Committee for the financial year 2021 (which have been included in the addenda to the management contracts). The realisation of the performance levels and the proposed bonus amounts to be granted to the members of the Executive Committee under the STI variable remuneration have been the subject of an overall evaluation by the Nomination and Remuneration Commit - tee on 28 January 2022 and 4 February 2022 on the basis of the (draft) financial figures as approved by the Board of Directors on 22 February 2022. The Board of Directors concludes, based on the recommendation of the Nomination and Remuneration Committee and after validation of the financial figures per 31 December 2021 by the Audit and Risk Committee that for the payment of the variable short-term remuneration to the members of the Executive Committee for the financial year 2021: (i) with respect to the collective KPIs: the maximum performance levels were achieved; and (ii) with respect to the individual KPIs: the performance levels were achieved from in line with expectations (target level) to outstanding (maximum performance level). 't Spelthof - Binkom (BE) 118 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Remuneration of the members of the Executive Committee: LTIP 2022 Since the variable long-term incentive plan provided in the remu- neration policy will deliver its first award only early 2024, after the expiration of the first three-year performance cycle (2021-2023) and subject to achievement of the KPIs over the covered performance cycle, it was decided in the context of the remuneration policy to extend the fixed long-term incentive plan until 2022, in order to avoid a material loss in remuneration for the members of the Executive Committee in 2021 and 2022. In application thereof, the Nomination and Remuneration Commit- tee proposes to grant to the members of the Executive Committee the right to participate in a fixed “long term incentive plan” for the financial year 2022, under the same terms and conditions as the previous long term incentive plan (i.e., the 2021 LTIP), for a gross amount equal to the gross amount of the 2021 LTIP plus the index- ation over 2021, namely a gross amount of €184,112 for the CEO and €105,207 for each other member of the Executive Committee. Upon recommendation of the Nomination and Remuneration Com- mittee, the Board of Directors decides in application of article 7:91 BCCA to grant to the members of the Executive Committee the right to participate in a “long term incentive plan” for the financial year 2022 for a gross amount of €184,112 for the CEO and €105,207 for each other member of the Executive Committee, under the same terms and conditions as the 2021 LTIP. In accordance with the remuneration policy, this fixed annual long term incentive plan will cease to exist in 2023 and is thus awarded for the last time. Remuneration of the members of the Executive Committee: STI variable 2022: KPIs + performance levels This item is postponed to the next meeting of the Board of Directors. Remuneration of the members of the Executive Committee: LTI variable for the performance cycle 2022- 2024: KPIs + performance levels This item is postponed to the next meeting of the Board of Directors. Travel time reimbursement for non-resident directors In accordance with article 7:96 of the Belgian Code on Companies and Associations and article 37 of the Belgian Regulated Real Estate Act, Mr Pertti Huuskonen declared that he has a possible interest of a patrimonial nature which conflicts with the Company’s interest, about which he will inform the Statutory Auditor. This conflict of interest arises because the Board of Directors will deliberate and resolve on certain elements of the remuneration of Mr Huuskonen. Mr Huuskonen then leaves the meeting with respect to the deliberation and decision-making on this agenda item. Pursuant to the remuneration policy, the Board of Directors may decide on a case-by-case basis that Non-Executive Directors who attend meetings of the Board of Directors in a country other than their country of residence are eligible to receive a special travel allowance of €300 to cover their travel time, so to ensure that international candidates can also be attracted to fulfil a Board mandate with Aedifica. In application of this rule, the Board of Directors confirms that the special travel allowance of €300 mentioned in the remuneration policy is granted to Mr Huuskonen, residing in Finland, for each trip from abroad to attend an Aedifica Board meeting. Minutes of the meeting of the Board of Directors of 29 March 2022 In accordance with article 7:96 of the Belgian Code on Compa- nies and Associations and article 37 of the Belgian Regulated Real Estate Act, Mr Stefaan Gielens, Ms Ingrid Daerden, Mr Sven Bogaerts and Mr Charles-Antoine van Aelst each declared that they have a possible interest of a patrimonial nature which conflicts with the Company’s interest, about which they will inform the Statutory Auditor. Mr Raoul Thomassen, who is not a not a member of the Board of Directors (and thus has no conflict of interest within the meaning of article 7:96 of the Belgian Code on Companies and Associations), also declared – in his capacity of member of the Executive Committee and effective leader – to have an interest of a patrimonial nature that conflicts with the Company’s interest within the meaning of article 37 of the Belgian Regulated Real Estate Act. This conflict of interest arises because the Board of Directors will deliberate and resolve on certain elements of the remuneration of the members of the Executive Committee. All members of the Exec- utive Committee then leave the meeting with respect to the delib- eration and decision-making on the agenda items 6b, 6c and 6d. Remuneration of the members of the Executive Committee: STI variable 2022: KPIs + performance levels Pursuant to the remuneration policy, the KPIs and their respective relative weighting for the short-term variable annual bonus of the members of the Executive Committee are set as follows: Collective KPIs (85%) Personal KPIs (15%) EPS (70%) Operating margin (15%) Personal targets supporting the Company’s strategic imperatives The Nomination and Remuneration Committee has made a pro- posal on the personal KPIs and on the performance levels (target, minimum threshold and maximum performance level) of the col - lective KPIs and corresponding bonus levels under the short-term variable bonus (see Annex 1) which is discussed by the Board of Directors. As described in the remuneration policy, the target bonus for target performance is 40% of the annual fixed remuneration. Since no bonus is due for actual performance below the retained threshold level, and since in case of performance at, or in excess of the maximum recognised performance level, the bonus is capped at a maximum of 50% of the annual fixed remuneration, the varia - ble short-term bonus will consequently vary between 0 and 50% of the annual fixed remuneration, depending on the realisation of the targets. Upon deliberation, the Board of Directors approves the Nomination and Remuneration Committee’s proposal and requests the Nom- ination and Remuneration Committee to prepare the addenda to the management agreements to include this decision. – 119 – Corporate governance Risk factors Financial statements Additional information Remuneration of the members of the Executive Committee: LTI variable for the performance cycle 2022-2024: KPIs + performance levels In accordance with the remuneration policy (as approved by the Board of Directors), the specific KPIs and performance levels for the performance cycle 2022-2024 in the context of the long-term variable remuneration for the members of the Executive Commit - tee must be based on the following mix of collective financial and non-financial types of KPIs and their respective relative weighting: Financial KPI type (70%) Non-financial KPI type (30%) Relative shareholder return, or Earnings per share, or Dividend per share Environmental, social and governance (ESG) criteria The Nomination and Remuneration Committee has made on that basis a proposal for the specific KPIs, applicable performance levels (target, minimum threshold and maximum performance level) and corresponding bonus levels for the performance cycle 2022- 2024 (see Annex 2) which is discussed by the Board of Directors. As described in the remuneration policy, the variable long-term bonus will vary between 0 and 50% of the annual fixed remuneration at grant, depending on the realisation of the targets: no bonus is due for actual performance below the retained threshold level; in case of performance at, or in excess of the maximum recognised performance level, the bonus is capped at a maximum 50% of the annual fixed remuneration at grant. Upon deliberation, the Board of Directors approves the Nomina - tion and Remuneration Committee’s proposal for the performance cycle 2022-2024 and requests the Nomination and Remuneration Committee to prepare the addenda to the management agreements to include this decision. Fixed remuneration of the members of the Executive Committee As indicated during the previous Board meeting, the Nomination and Remuneration Committee has requested Willis Towers Watson to perform a new benchmark study concerning the remuneration of the members of the Executive Committee. The latest study dated from June 2019. Based on the results of this new benchmark study, the Nomination and Remuneration Committee proposes within the framework of the existing remuneration policy some adaptations to the fixed remu- neration of the members of the Executive Committee to enter into force as from 1 July 2022. The proposed adaptations are described in Annex 3 to these minutes and are discussed by the Board. Upon deliberation, the Board of Directors approves the Nomi- nation and Remuneration Committee’s proposal to increase the fixed remuneration of the members of the Executive Committee and requests the Nomination and Remuneration Committee to prepare the addenda to the management agreements to include this decision. 9.2 Compliance Officer The Independent Compliance function is performed in accordance with Article 17 of the Law of 12 May 2014 on regulated real estate companies (see above). Mr Thomas Moerman, Group General Counsel, performs the function of compliance officer. His duties include monitoring compliance with the rules of conduct and the declarations relating to transactions in shares of the Company carried out by Directors and other persons appointed by the latter on their own account in order to limit the risk of insider trading. Monitoring transactions with Aedifica shares The compliance officer draws up the list of persons who have information that they know or should know is privileged information and updates this list. He ensures that the persons concerned are informed of their inclusion on that list. In addition, he ensures that the Board of Directors determines the so-called ‘closed periods’. During these periods, transactions in Aedifica’s financial instruments or financial derivatives are prohib - ited for Aedifica’s Directors and for all persons on the aforemen- tioned list, as well as for all persons with whom they are closely linked. The closed periods are as follows: • the 30 calendar days preceding the publication date of the annual and half-year results; • the 15 calendar days preceding the publication date of the quarterly results; • any period during which inside information is known; • any other period that the compliance officer considers to be a sensitive period, taking into account the developments occurring within the Company at that moment. always ending one hour after publication of the annual, half-year or quarterly results respectively by means of a press release on the Company’s website. Restrictions on transactions by Directors and members of the Executive Committee Directors, members of the Executive Committee and persons closely related to them who intend to carry out transactions involv- ing financial instruments or financial derivatives of Aedifica must notify the compliance officer in writing at least 48 hours before the transactions are carried out. If the compliance officer himself intends to carry out such transactions, he must notify the chair of the Board of Directors in writing at least 48 hours before the transactions are carried out. The compliance officer or, where applicable, the chair of the Board of Directors, shall inform the person concerned within 48 hours of receipt of the written notifi- cation whether, in his opinion, there are reasons to believe that the planned transaction constitutes a regulatory violation. The Direc- tors, the members of the Executive Committee and the persons closely related to them must confirm the execution of the transac - tions to the Company within two working days. The compliance officer must keep a written record of all notifications regarding the planned and completed transactions and confirm receipt of such notifications in writing. The Directors, the members of the Executive Committee and the persons closely related to them must report to the FSMA any transactions in shares of the Company that they carry out of their own account. The reporting obligation referred to above must be fulfilled no later than three working days after the transactions have been carried out. 120 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 9.3 Reporting irregularities Aedifica has an internal procedure for reporting potential or actual violations of the applicable legal regulations, its Corporate Gov - ernance Charter and its Code of Conduct. This procedure for reporting irregularities constitutes an appendix to the Corporate Governance Charter. 9.4 Research and development Aedifica does not carry out any research and development activities as referred to in Articles 3:6 and 3:32 BCCA. 9.5 Capital increases within the scope of the authorised capital Pursuant to Article 7:203 BCCA, the Board of Directors gives an explanation below of the capital increases decided upon by the Board of Directors during the financial year and, where applicable, gives an appropriate explanation regarding the conditions and actual consequences of the capital increases, whereby the Board of Directors limited or excluded the shareholders’ preferential right. Within the scope of the authorised capital (see section 3.2 of the Financial Report), and by a decision of the Board of Directors of 17 May 2022, the capital was increased by €1,957,234.71 to bring the amount of €958,091,797.21 to €960,049,031.92 via a contri - bution in kind. 74,172 new shares, with no nominal value, were issued. They are of the same type and enjoy the same rights and benefits as existing shares. Those new shares will participate in the Company’s profits for the 2022 financial year as of 1 January 2022. Pursuant to a decision by the Board of Directors of 23 June 2022 to increase the capital within the scope of the authorised capital by contribution in cash, with cancellation of the legal preferential right and without allocation of an irreducible priority allocation right, the capital (see section 3.2 of the Financial Report) was increased on 29 June 2022 by €77,184,267.63 to bring it from €960,049,031.92 to €1,037,233,299.55. 2,925,000 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company’s profits for the 2022 financial year as from 29 June 2022. Within the scope of the authorised capital (see section 3.2 of the Financial Report), and by a decision of the Board of Directors of 6 July 2022, the capital was increased by €14,458,236.18 to bring the amount of €1,037,233,299.55 to €1,051,691,535.73 via a con - tribution in kind. 547,914 new shares, with no nominal value, were issued. They are of the same type and enjoy the same rights and benefits as existing shares. Those new shares will participate pro rata temporis in the Company’s profits for the 2022 financial year as of 29 June 2022. An appropriate explanation regarding the conditions and the actual consequences of the capital increase of 23 June 2022, whereby the preferential right of the shareholders was cancelled without alloca- tion of an irreducible priority allocation right, is given in the special report of the Board of Directors drawn up in application of Article 7:179, §1, first paragraph and Article 7:191, second paragraph of the BCCA dated 23 June 2022. In the event of a capital increase via contribution in kind, the shareholders have no preferential right and no special report is drawn up in application of Article 7:191 BCCA. 9.6 Elements that are liable to have consequences in the event of a public takeover bid In accordance with Article 34 of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, Aedifica lists and, where appro- priate, explains the following elements, insofar as these elements are liable to result in a public takeover bid. Capital structure Underwritten and fully paid-up capital There is only one type of share, with no indication of nominal value: all shares are subscribed and all are fully paid up. As at 31 Decem- ber 2022, the capital amounts to €1,051,691,535.73. It is repre- sented by 39,855,243 shares, each representing 1/39,855,243 rd of the capital. Rights and obligations attached to Aedifica shares All holders of Aedifica shares have equal rights and obligations. As regards these rights and obligations, reference is first made to the regulations applicable to Aedifica: the Belgian Companies and Associations Code, the Law of 12 May 2014 on regulated real estate companies, and the Royal Decree of 13 July 2014 on regulated real estate companies. Reference must also be made to the relevant provisions contained in the Articles of Association (see section 4 of the ‘Permanent documents’ chapter). Legal, statutory or conventional restrictions on the transfer of securities The transfer of Aedifica’s shares is not subject to any legal or statutory restrictions. In order to guarantee sufficient liquidity to investors (and potential investors) in Aedifica’s shares, Article 21 of the Law of 12 May 2014 provides that Aedifica’s shares are admitted to trading on a regulated market. All 39,855,243 Aedifica shares are listed on Euronext Brussels and Euronext Amsterdam (regulated markets). Special controlling rights Aedifica does not have holders of securities to which special con- trolling rights are attached. Mechanism for controlling any employee share plan when controlling rights are not directly exercised by employees Aedifica has no (such) employee share plan. Legal or statutory restrictions on the exercise of voting rights As at 31 December 2022, Aedifica held 277 treasury shares. Shareholder agreements known to Aedifica that may restrict the transfer of securities and/or the exercise of voting rights As far as Aedifica is aware, there are no shareholder agreements that may restrict the transfer of securities and/or the exercise of voting rights. – 121 – Corporate governance Risk factors Financial statements Additional information Rules for the appointment and replacement of the members of the management body and for the amendment of Aedifica’s Articles of Association Appointment and replacement of the members of the management body In accordance with Article 10 of the Articles of Association, the members of the Board of Directors are appointed for a maxi- mum term of three years by the General Meeting of Shareholders, which can also remove them at any time. They may be re-elected. The mandate of the outgoing and non-re-elected directors ends immediately after the General Meeting that provides for the new appointments. If one or more mandates become vacant, the remaining Directors, meeting in council, can provisionally provide for replacement until the next General Meeting, which then decides on the final appoint- ment. This right becomes an obligation each time the number of Directors effectively in office or the number of Independent Directors no longer reaches the statutory minimum. A Director appointed to replace another person shall complete the mandate of the person he or she replaces. Amendments to the Articles of Association As regards amendments to the Articles of Association, reference is made to the regulations applicable to Aedifica. In particular, it should be noted that any draft amendment to Aedifica’s Articles of Association must be approved in advance by the FSMA. Powers of the management body, in particular regarding the possibility of issuing or repurchasing shares In accordance with Article 6.4 of the Articles of Association, the Board of Directors is authorised to increase the capital one or more times, on the dates and according to the modalities determined by the Board of Directors, up to a maximum amount of: 1) 50% of the capital amount on the date of the Extraordinary Gen- eral Meeting of 28 July 2022, rounded down to the euro cent, if applicable, for capital increases by way of contribution in cash, whereby a provision is made for the possibility of exercising the statutory preferential subscription right or the priority allocation right by the shareholders of the Company; 2) 20% of the capital amount on the date of the Extraordinary General Meeting of 28 July 2022, rounded down to the euro cent, if applicable, for capital increases within the scope of the distribution of an optional dividend; 3) 10% of the capital amount on the date of the Extraordinary Gen- eral Meeting of 28 July 2022, rounded down to the euro cent, if applicable, for a) capital increases by way of contribution in kind, b) capital increases by way of contribution in cash without the possibility of exercising the preferential right or the irreducible priority allocation right, or c) any other form of capital increase; on the understanding that the capital within the scope of the authorised capital can never be increased by an amount higher than the capital on the date of the Extraordinary General Meeting that approves the authorisation. This permission is granted for a renewable period of 2 years, starting from the publication of the decision of the Extraordinary General Meeting of 28 July 2022 in the Appendices to the Belgian Official Gazette. As at 31 December 2022, the balance of the authorised capital amounts to 1) €525,845,767.86 if the capital increase to be realised provides for the possibility of the shareholders of the Company exercising the preferential right or the irreducible priority allocation right, 2) €210,338,307.14 for capital increases within the framework of the distribution of an optional dividend, and 3) €105,169,153.57 for a. capital increases by way of contribution in kind, b. capital increases by way of contribution in cash without the possibility of the shareholders of the Company exercising the preferential right or the irreducible priority allocation right, or c. any other form of capital increase. Taking into account the total maximum amount of the authorised capital (€1,051,691,535.73), the Company is able to raise its capital by €1,051,691,535.73. Moreover, in accordance with Article 6.2 of the Articles of Associ - ation, Aedifica can acquire, pledge or dispose of its own shares, in accordance with the conditions provided for in the Belgian Companies and Associations Code, subject to notification of the transaction to the FSMA. As at 31 December 2022, Aedifica had pledged none of its own shares. Important agreements to which Aedifica is a party and which enter into force, are amended or expire in the event of a change of control over Aedifica following a public takeover bid It is common practice that credit agreements contain so-called change of control clauses that allow the lender to suspend the use of the credit and/or demand immediate repayment of the outstanding loans, interest and other outstanding amounts in the event of a change of control over the Company. The following credit agreements contain such change of control clauses: • the credit agreements entered into with BNP Paribas Fortis on 15 June 2016, 24 February 2017, 14 November 2017, 31 Octo- ber 2019, 23 June 2021 and 6 July 2022; • the credit agreements entered into with KBC Bank on 12 Novem- ber 2019, 8 June 2021, 7 April 2022 and 30 January 2023; • the credit agreements entered into with KBC Bank, German branch on 16 November 2017; • the credit agreement entered into with Caisse d’Epargne Hauts De France on 4 January 2018; • the credit agreements entered into with Banque Européenne du Crédit Mutuel on 25 May 2018 and 21 December 2018; • the credit agreements entered into with Belfius Bank on 27 June 2016, 14 May 2018, 21 December 2018, 18 May 2020, 12 July 2021 and 31 March 2022; • the credit agreements entered into with ING Belgium on 14Feb- ruary 2017, 15 May 2018, 15 July 2021, 14 June 2022 and 22 November 2022; • the credit agreements entered into with BNP Paribas Niederlas- sung Deutschland on 6 November 2019; • the credit agreements entered into with Triodos Bank on 3Feb- ruary 2017 and 15 May 2018; • the credit agreements entered into with Argenta Spaarbank and Argenta Assuranties on 20 December 2017; 122 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review • the syndicated loan agreement entered into with the BPCE group on 29 June 2018; • the credit agreements entered into with ABN Amro Bank on 12March 2021, 27 July 2021, 22 November 2021 and 28 July 2022; • the credit agreements entered into with Société Générale on 13March 2020 and 31 August 2020; • the credit agreement entered into with Intesa Sanpaolo S.p.A., Amsterdam branch, on 8 June 2022; • the credit agreement entered into with Bank Of China (EUROPE) S.A. on 1 July 2022; • the Company's guarantees towards the European Investment Bank, in favour of Hoivatilat Oyj (a wholly-owned subsidiary of the Company) for the fulfilment of the latter's payment obliga - tions under the credit agreements it entered into with the Euro- pean Investment Bank on 21 May 2018 and 20 June 2019 and subsequently and most recently amended on 28 February2023. In addition, the treasury notes issued on 17 December 2018 under the long-term treasury notes programme contain a change of control clause. The USPP Bond of 17 February 2021 and the debt instruments subsequently issued on 3 March 2021 between the Company and the holders of such debt instruments also contain provisions granting early redemption of the debt instruments in the event of a change of control over the Company. The Sustainability Bond issued by the Company on 2 September 2021 also contains provisions granting early redemption of the debt instruments in the event of a change of control over the Company. Each of these clauses relating to a change of control was approved by the General Meeting (see minutes of previous General Meetings), apart from the clauses included in the credit and debt agreements dating from after the last Ordinary General Meeting of 10 May 2022, for which approval of the change of control clause will be requested at the General Meeting of 9 May 2023. Agreements established between Aedifica and its Directors or employees providing for compensation if, following a public takeover bid, the Directors resign or must resign without a valid reason or the employment of the employees is terminated If the management agreement with the CEO is terminated within six months of a public takeover bid by one of the parties without serious misconduct, the CEO is entitled to a severance payment equal to eighteen months’ remuneration. No such contractual clause was included in the agreements estab- lished with the other members of the Executive Committee or with Aedifica employees. 10. Group structure As of 31 December 2022, Aedifica NV/SA holds perimeter compa- nies in nine different countries: Belgium, Luxembourg, Germany, the Netherlands, the United Kingdom (including the British Crown Dependencies Jersey and Isle of Man), Finland, Sweden, Ireland and Spain. The real estate located in a certain country is always held by a perimeter company of Aedifica in that certain country, with the exception of (i) certain assets located in Germany which are not only held by the German perimeter companies, but also partially by Aedifica NV/SA and Aedifica’s Luxembourg perimeter companies and (ii) the asset located in the Isle of Man which is held by a Jersey perimeter company. The organisational chart on pages 124-127 shows the Group’s perimeter as well as its share in each perimeter company. Oulu Valjastie - Oulu (FI) – 123 – Corporate governance Risk factors Financial statements Additional information Aedifica Invest NV/SA Aedifica SA/NV Aedifica Luxemburg III SCS Aedifica Asset Management GmbH Aedifica Nederland 2 BV Aedifica Nederland BV Aedifica Nederland 3 BV Aedifica Nederland 4 BV Aedifica Nederland Joint Venture BV Aedifica Luxemburg IV SCS Aedifica Verwaltungs GmbH Aedifica Luxemburg I SCS Aedifica Luxemburg V SCS Aedifica Luxemburg VII SCS SPVs in Finland (see page 127) Aedifica Luxemburg II SCS Aedifica Luxemburg VI SCS Aedifica Luxemburg VIII SCS Aedifica Ireland Limited Hoivatilat AB Hoivatilat AB corporate structure (see page 126) Aedifica Residenzen Nord GmbH & Co. KG Aedifica Services BV Prudent Capital Limited JKP Nursing Home Limited Enthree Limited Millennial Generation Limited Edge Fusion Limited Solcrea Limited AK JV NL public partnership Aedifica Sonneborgh Real Estate BV Aedifica Sonneborgh Ontwikkeling BV Aedifica UK corporate structure Mallowville SL Melot BV/SRL La Saleta Tomares SL J.R.C.I. NV/SA Aureit Holding Oy Hoivatilat Oyj Aedifica Residenzen 1 GmbH & Co. KG Aedifica Residenzen 2 GmbH Aedifica Residenzen 3 GmbH Aedifica Residenzen West GmbH Aedifica Residenzen 5 GmbH Aedifica Residenzen 4 GmbH Aedifica Residenzen 6 GmbH 100% AED 94 % AI 6 % 1 100% Aedifica Nederland 100% Aedifica Ireland 100% Aedifica Ireland 100% Aedifica Ireland 100% Aedifica Ireland 100% Aedifica Ireland 100% Aedifica Ireland 50% ANJV 50% 2 100% Aureit Holding 94 % AI 6 % 1 94 % AI 6 % 1 94 % AI 6 % 1 94 % AI 6 % 1 94 % AI 6 % 1 94 % AI 6 % 1 94 % AI 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 94 % AED 6 % 1 100 % AED 100 % AED 100 % AED 100 % AED 100 % AED 100 % AED 100 % AED 100 % AED 100% AED 100% AED 100% AED 100% AED 100% AED 100% AED 100% Hoivatilat Oyj 100% Hoivatilat Oyj 75% AED 25% 3 50% AED 50% 2 Parent company, listed on Euronext Non-recurrent financial asset in Belgium Permanent subsidiaries in Belgium Permanent SPVs in Luxembourg Permanent subsidiaries in Germany Subsidiaries in the United Kingdom Permanent subsidiaries in Finland Permanent subsidiaries in Sweden Permanent subsidiaries in Ireland Permanent subsidiaries in theNetherlands Permanent subsidiaries in Spain Temporary SPVs in Belgium (to be merged with Aedifica SA/NV in the coming months) 1. The residual 6% is held by an investor who is unrela- ted to Aedifica. 2. The residual 50% is held by a partner who is unrela - ted to Aedifica. 3. The residual 25% is held by a partner who is unrela - ted to Aedifica. Immobe SA/NV (FIIS/GVBF) 25 % -1 AED 75 % + 1 PERF Aedifica NV/SA Group – Structure as of 31 December 2022 124 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Aedifica SA/NV Parent company Subsidiaries in Jersey Subsidiaries in the United Kingdom 1. 75% - 1% held by a 3 rd party. Quercus Homes 2018 Limited Priesty Fields Developments Limited Aedifica UK (Lincoln) Limited Maple Court Nursing Home Limited Aedifica UK (Hailsham) Limited MMCG2 DEVCO 3 Limited MMCG 2 DEVCO 2 Limited Sapphire Properties (2016) Limited Aedifica UK Management Limited Aedifica UK (Hessle) Limited LV Holdings Limited LV St Josephs Limited LV Charrieres Limited Aedifica UK (Ampthill) Limited Marches Care Holdings Limited Aedifica UK (Marston) Patient Properties (Knights Court) Limited Aedifica UK Limited Patient Properties (Eltandia) Limited Patient Properties (Holdings) Limited Patient Properties (Fountains) Limited Patient Properties (Windmill) Limited Patient Properties (Brook House) Limited Patient Properties (Beech Court) Limited Patient Properties (Springfields) Limited CHAPP Holdings Limited 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 25% + 1 1 25% + 1 1 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % AED Finance 1 Limited AED Finance 2 Limited Aedifica - UK corporate structure as of 31 December 2022 – 125 – Corporate governance Risk factors Financial statements Additional information Hoivatilat Oyj Hoivatilat AB Huddinge Svartviksvägen AB Hoivatilat Holding 2 AB Staffanstorp Borggård 1:553 AB Hoivatilat Holding 4 AB Startplattan 193649 AB (Uppsala Norby) Hoivatilat Holding 3 AB Oskarshamn Emmekalv LSS boende AB Strängnäs Bivägen AB Norrtälje Östhamra Förskola AB Vallentuna Västlunda LSS boende AB Uppsala Almungeberg 1 LSS boende AB Uppsala Bäling Lövsta 2 LSS boende AB Tierp LSS boende AB Startplattan 193648 AB (Proj 1 AB) Startplattan 193647 AB (Trelleborg) Nynäshamn Skola Sittesta AB Fanna 24:19 AB (Enköping LSS) Örebro Törsjö LSS boende AB Lhaolm Nyby LSS boende AB Växjö LSS boende AB Uppsala Bäling Lövsta 1 LSS boende AB Upplands Väsby Havregatan Förskola AB Nyköping Anderbäck LSS boende AB Enköping Hässlinge LSS boende AB Uppsala Sunnersta LSS boende AB Örebro Hovsta Gryt LSS boende AB Älmhult kunskapsgatan AB Hoivatilat Holding AB Förskola Kalleberga AB Gråmunkehöga LSS boende AB Heby LSS boende AB Förskola Mesta 6:56 AB Uppsala Almungeberg 2 LSS boende AB Hoivatilat Holding 5 AB Aedifica SA/NV Aedifica - Hoivatilat’s SPVs in Sweden as of 31 December 2022 126 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Aedifica - Hoivatilat’s SPVs in Finland as of 31 December 2022 Koy Kalajoen Hannilantie Koy Kuopion Rantaraitti Koy Nokian Vikkulankatu Koy Kotkan Loitsutie Koy Kirkkonummen Kotitontunkuja Koy Uudenkaupungin Merimetsopolku B Koy Varkauden Kaura-ahontie Koy Pirkkalan Perensaarentie Koy Varkauden Savontie Koy Jyväskylän Haperontie Koy Tornion Torpin Rinnakkaiskatu Koy Jyväskylän Mannisenmäentie Koy Espoon Oppilaantie Koy Raahen Palokunnanhovi Koy Mikkelin Ylännetie 10 Koy Porin Koekatu Koy Kaarinan Nurminiitynkatu Koy Kouvolan Kaartokuja Koy Iisalmen Eteläinen Puistoraitti Koy Lahden Piisamikatu Koy Mikkelin Väänäsenpolku Koy Kajaanin Valonkatu Koy Turun Lukkosepänkatu Koy Sastamalan Tyrväänkyläntie Koy Keuruun Tehtaantie Koy Sipoon Aarrepuistonkuja Koy Uudenkaupungin Merilinnuntie Koy Iisalmen Petter Kumpulaisentie Koy Laukaan Saratie Koy Sotkamon Kirkkotie Koy Raahen Vihastenkarinkatu Koy Oulun Soittajanlenkki Koy Jyväskylän Ailakinkatu Koy Kuopion Amerikanraitti 10 Koy Kajaanin Hoikankatu Koy Mynämäen Opintie Koy Jyväskylän Vävypojanpolku Koy Laihian Jarrumiehentie Koy Haminan Lepikönranta Koy Rovaniemen Mäkiranta Koy Paimion Mäkiläntie Koy Lahden Jahtikatu Koy Porvoon Vanha Kuninkaantie Koy Vaasan Uusmetsäntie Koy Kuopion Männistönkatu Koy Ylivieskan Alpuumintie Koy Rovaniemen Santamäentie Koy Lahden Kurenniityntie Koy Oulun Ruismetsä Koy Oulunsalon Vihannestie Koy Rovaniemen Muonakuja Koy Nurmijärven Laidunalue Koy Oulun Valjastie (Hintta) Koy Kontiolahden Päiväperhosenkatu Koy Vantaan Mesikukantie Koy Rovaniemen Gardininkuja Koy Ylöjärven Työväentalontie Koy Vantaan Vuohirinne Koy Kangasalan Mäntyveräjäntie Koy Vantaan Tuovintie Koy Espoon Meriviitantie Koy Rovaniemen Ritarinne Koy Ruskon Päällistönmäentie Koy Siilinjärven Sinisiipi Koy Turun Teollisuuskatu Koy Mäntsälän Liedontie Koy Kuopion Sipulikatu Koy Oulun Paulareitti Koy Pirkkalan Lehtimäentie Koy Tampereen Lentävänniemenkatu Koy Turun Vakiniituntie Koy Maskun Ruskontie Koy Vantaan Koetilankatu Koy Turun Vähäheikkiläntie Koy Raision Tenavakatu Koy Limingan Kauppakaari Koy Espoon Tikasmäentie Koy Hämeenlinnan Vanha Alikartanontie Koy Espoon Fallåkerinrinne Koy Porvoon Peippolankuja Koy Jyväskylän Harjutie Koy Nurmijärven Luhtavillantie Koy Tampere Sisunaukio Koy Tampereen Teräskatu Koy Helsingin Radiokatu Koy Limingan Saunarannantie Koy Helsingin Käräjätuvantie Koy Helsingin Kutomokuja Koy Pateniemenranta Koy Lahden Vallesmanninkatu B Koy Vantaan Punakiventie Koy Laukaan Hytösenkuja Koy Lohjan Ansatie Koy Kajaanin Erätie Koy Hollolan Sarkatie Koy Kokkolan Vanha Ouluntie Koy Uudenkaupungin Merimetsopolku C Koy Uudenkaupungin Puusepänkatu Koy Ylivieskan Ratakatu 12 Koy Iisalmen Vemmelkuja Koy Siilinjärven Risulantie Koy Pihtiputaan Nurmelanpolku Koy Lappeenrannan Orioninkatu Koy Orimattilan Suppulanpolku Koy Nokian Näsiäkatu Koy Porvoon Fredrika Runebergin katu Koy Mäntyharjun Lääkärinkuja Koy Kangasalan Hilmanhovi Koy Iisalmen Satamakatu Koy Kempeleen Ihmemaantie Koy Porin Kerhotie 1 Koy Ulvilan Kulmalantie Koy Kajaanin Uitontie Koy Heinolan Lähteentie Koy Jyväskylän Väliharjuntie Koy Loviisan Mannerheiminkatu Koy Raahen Kirkkokatu Koy Kouvolan Vinttikaivontie Koy Oulun Villa Sulka Koy Oulun Isopurjeentie 3 Koy Kaskisten Bladintie Koy Teuvan Tuokkolantie 14 Koy Vaasan Tehokatu 10 Koy Vaasan Mäkikaivontie 22 As Oy Seinäjoen Saga Koy Salon Papinkuja Koy Hämeenlinna Kampuskaarre Koy Oulun Jahtivoudintie Koy Espoon Rajamännynahde Koy Oulun Juhlamarssi Majakka Kiinteistöt Oy Koy Hakalahden Majakka Koy Kokkolan Kaarlelankatu 68 Koy Kuopion Opistokuja 3 Koy Keravan Lehmuskatu As Oy Oulun Vaaranpiha Koy Lahden Vallesmanninkatu A Koy Kajaanin Menninkäisentie Koy Porin Ojantie Koy Vihdin Vanhan Sepän tie Koy Siilinjärven Nilsiäntie Koy Järvenpään Yliopettajankatu Koy Oulun Salonpään koulu Koy Mikkelin Sahalantie Koy Espoon Matinkartanontie Koy Helsingin Kansantie Koy Espoon Hirvisuontie Koy Iisalmen Kangaslammintie Koy Euran Käräjämäentie Koy Pieksämäen Ruustinnantie Koy Kokkolan Ankkurikuja Koy Espoon Kurttilantie Koy Kuopion Pirtinkaari Koy Valkeakosken Juusontie Koy Rovaniemen Rakkakiventie Koy Oulun Ukkoherrantie B Koy Nurmijärven Ratakuja Koy Hämeenlinnan Jukolanraitti Koy Mikkelin Ylännetie 8 Koy Rovaniemen Matkavaarantie Koy Sipoon Aarretie Koy Vaasan Vanhan Vaasankatu Koy Ylivieskan Mikontie 1 Koy Oulun Sarvisuontie Koy Jyväskylän Palstatie Koy Vihdin Hiidenrannantie Koy Porvoon Haarapääskyntie Koy Äänekosken Likolahdenkatu Koy Lahden Makarantie Koy Keravan Männiköntie Koy Kangasalan Rekiäläntie Koy Riihimäen Jyrätie Koy Kouvolan Vainiolankuja Koy Turun Lemmontie Koy Lohjan Porapojankuja Koy Jyväskylän Sulkulantie Koy Oulun Raamipolku Koy Mikkelin Kastanjakuja Koy Loimaan Itsenäisyydenkatu Koy Kouvolan Rannikkotie Koy Nokian Kivimiehenkatu 4 Koy Jyväskylän Martikaisentie Koy Jyväskylän Haukankaari Koy Kotkan Särmääjänkatu 6 Koy Helsingin Lähdepolku Koy Helsingin Landbontie Koy Äänekosken Ääneniementie 22 Koy Janakkalan Kekanahontie Koy Oulun Ukkoherrantie A Koy Nokian Luhtatie Koy Lempäälän Tampereentie Koy Järvenpään Auertie Koy Hämeenlinnan Ruununmyllyntie Koy Kuopion Portti A2 Koy Kouvolan Ruskeasuonkatu Koy Oulun Siilotie Koy Vantaan Asolantie 14 Koy Kotkan Metsäkulmankatu 21 Koy Turun Malin Trällinkuja Koy Espoon Kuurinkallio Koy Vantaan Koivukylän Puistotie Koy Helsingin Työnjohtajankadun Seppä 3 Koy Tampereen Haiharansuu Koy Helsingin Ensi Kodin tie 4 Koy Turun Paltankatu Koy Espoon Vuoripirtintie Koy Tuusulan Isokarhunkierto Koy Helsingin Pakarituvantie Koy Lohjan Sahapiha Koy Laukaan Peurungantie Koy Oulun Upseerinkatu Koy Oulun jahtivoudintie (Riistakuja) Koy Oulun Siilotie K21 A Koy Oulun Siilotie K21 B Koy Oulun Siilotie K21 C Koy Helsingin Krämertintie Koy Tuusulan Temmontie Koy Vantaan Haravakuja Koy Oulun Tahtimarssi – 127 – Corporate governance Risk factors Financial statements Additional information Risk factors Eds Prästgard 1-115 - Upplands-Väsby (SE) Caring for quality of life This is Aedifica Strategy & value creation Business review 128 – Aedifica - Annual Report 2022 Aedifica's strategy aims to create long-term value for all its stakeholders by focusing on investing in European healthcare real estate. Through its 'buy and hold' strategy, the Group aims to create a solid and growing revenue stream and dividend while maintaining a robust and diversified balance sheet. However, Aedifica's operations are carried out in a constantly changing environment that exposes the Group to internal and external risks and uncertainties that could impact its ability to achieve its objectives. Aedifica is committed to managing these risks and uncertainties to the best of its ability by continuously monitoring their indicators. Moreover, Aedifica firmly believes that risk management should not only be discussed at Board level, but should also be integrated into the corporate culture of the Group to create an environment where all employees are aware of the Group's risks and to help better identify, monitor and mitigate them. In 2022, a new risk management tool was introduced, allowing the evolution of risks to be monitored. This tool helps the Group to keep up to date with the latest macro-economic events and allows it to analyse their impact on the Group’s ability to generate a solid and growing income stream. – 129 – Corporate governance Risk factors Financial statements Additional information Most material risks Aedifica identifies its key risks by considering their impact on the Group's KPIs and their likelihood of occurrence (see impact/likeli - hood heath map). During the 2022 risk assessment (which consid- ers all identified risks as from 1 January 2022 until 31 December 2022), 31 risks were identified and monitored. Following an internal assessment, Aedifica decided to report the most material and rele- vant risks out of those 31 risks (see below). The assessment con- sidered the likelihood and impact of each risk, taking into account any existing mitigation measures taken by Aedifica. The other risks were either not Group-specific or the risk assessment concluded that they were not to be considered as having a significant impact on the Group’s strategy. Ranking Risk category Risk name 1 Financial Financing risk 2 Real estate portfolio Rents and tenants 3 Market Fair value of the real estate 4 Sustainability Climate change 5 Market Inflation 6 Financial Debt structure 7 Financial Exchange rate 8 Strategic Reputational risk 9 Legal Regulatory changes IMPACT / LIKELIHOOD HEATH MAP impact likelihood 4 3 2 1 0 0 1 2 3 4 1 23 4 5 6 7 8 9 130 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review It is acknowledged that other risk factors may exist, which are currently unknown, cannot be foreseen, and/or are, considering the information Aedifica possesses at the date of publication of this annual report, considered as remote or not significant for the Group, its operations and/or its financial position. The following overview is therefore not exhaustive and was prepared on the basis of the information available at the date of publication of this annual report. 1. Financing risk Risk category: Financial Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? As a RREC, Aedifica is largely depen- dent on its ability, and the terms against which it is able, to secure funds, whether through borrowings or share- holder’s equity, to finance its activities and investments. Various negative scenarios, such as: • in general: - disruptions in the international financial debt and equity capital markets; - a reduction in banks’ lending capa- cities and/or willingness; - a deterioration in the Group’s creditworthiness; • and more specifically: - an increase of interest rates; - a negative investor perception towards real estate companies in general and/or the real estate segment the Group invests in particularly, may occur, making it difficult or even impossible to secure new or renew (on favourable terms) debt and/or equity financing. A material increase in the Group’s cost of capital will have an impact on the profitability of the Group as a whole and on new investments, while the unavaila- bility of financing may ultimately lead to liquidity issues. • The unavailability of financial resour- ces (via cash flow or available credit facilities) to pay interest and ope- rating costs, dividends and repay outstanding capital on loans at the relevant maturity date. • Financing at an increased cost will lead to a decrease in profitability. An increase of 100 basis points in Euribor interest rates implies a negative effect on EPRA Earnings of €4.1million, corresponding to €0.10 per share (taking into account derivatives in place as at 31 Decem- ber 2022). On 31 December 2022: - approx. €423 million in long- term debt will mature within one year, €265 million in 2024 and €170million in 2025; - 66% of the Group’s financial debt consists of floating-rate debt and 34% of fixed-rate debt. The unhedged part of the total financial debt equals 22%. • An increased difficulty, or even inabi- lity, to finance identified new acqui- sitions or development projects: - Rising interest rates may negati- vely affect the future growth of the Group and the profitability of new acquisitions and/or developments if the cost of new financing is too high compared to the yield offered by the future assets. - As a result of market-wide negative investor sentiment, the Aedifica share price (€75.80) fell below the Net Asset Value per share (€82.37) at the end of the financial year, making it more dif- ficult to (i) acquire properties by way of contributions in kind, (ii) raise equity capital, as well as (iii) maintain earnings per share (and therefore dividend per share) at a stable level. • Aedifica performs a quarterly moni - toring of the average cost of debt. As per 31 December 2022, the average cost of debt including commitment fees amounts to 1.4% of the Group’s total debt. • Aedifica monitors hedge maturi- ties to ensure that at least 60% of floating rate debt is hedged against interest rate fluctuations. • Aedifica has secured sufficient credit lines to finance operating costs and committed investments. As of 31December 2022, the total amount of undrawn and confirmed long-term credit facilities amounts to approx. €930million. See page 85. • Aedifica is developing an ever-ex- panding network of current and potential providers of financial resources. • Aedifica has established an equity story which leads to a positive per- ception of the Group’s access to capital markets. • Aedifica has adopted a conservative and prudent financing strategy with a balanced spread of debt maturity dates. See page 84. • Aedifica monitors its cash balances on a daily basis. • Evolution of interest rates. • Hedging ratio. • Liquidity on committed credit lines • Share price vs Net Asset Value (NAV) per share. • Average cost of debt. • Debt-to-assets ratio. • Credit rating from external agencies. – 131 – Corporate governance Risk factors Financial statements Additional information 2. Rents and tenants Risk category: Real estate portfolio Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? The Group’s total turnover consists of rental income from buildings leased to professional care operators. A gloomy economic climate or other factors can have a material impact on the rent pay- ment capacity of Aedifica’s tenants. For example, the energy crisis along with rising labour costs has led to a decre- ase in operators’ profitability, has put pressure on operators' margins and, in turn, may have weakened their capa- city to pay rent. In some cases, at the request of the tenant, the Group may decide to (temporarily) reduce the rent of cer- tain assets in order to rebalance the tenants' rent levels in relation to their future income potential. Furthermore, when tenants leave on a due date or when the lease expires, new leases may yield lower rents than current leases. In worst case scenarios, a tenant may default and the rental income may be completely lost, which would be exacerbated if a new tenant cannot be found quickly and/or the new tenant asks for a rent reduction. This risk would have a negative impact on the Group’s operating and net results, and hence on earnings per share and therefore on the Company’s ability to pay dividends. • As per 31 December 2022: - outstanding trade receivables amount to €25.6 million; - impairment provisions on outstan- ding trade receivables amount to €2million. • A decrease in rental income, as the case may be pursuant to rene- gotiations, will affect earnings per share. At 31 December 2022, a -1% decrease in rental income would reduce earnings per share by €0.07. • The Group is not insured against tenant default. • Aedifica performs a thorough ana - lysis of the operator’s business plan before investing in a new project. • Aedifica monitors the tenant’s finan- cial performance. • Aedifica has implemented procedu- res for billing and monitoring tenants with payment difficulties. • Aedifica has secured rental guaran- tees (in the form of bank guaran- tees, rent deposits (type of credit insurance), parent guarantees or other types of security interest) with operators, in line with establis- hed market practice in each of the various jurisdictions in which the Group is active. • Diversification/concentration in tenant base (Korian – the tenant with the lar- gest share in Aedifica's rental income – represents 11% of the Group’s rental income). • Diversification in asset type within the healthcare real estate segment. • Creditworthiness of the tenant. • Evolution of tenant KPIs (EBITDARM, rent cover, occupancy rate, etc.). • Deviation of rental income from budget. 132 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 3. Fair value of the real estate Risk category: Market Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? The fair value of investment properties (accounted for in accordance with IAS 40, assessed by independent valuation experts on a quarterly basis) fluctuates over time and depends on various fac- tors over which the Group does not always have complete control (such as decreasing demand, technical quality of the building incl. sustainability requi- rements, decreasing occupancy rates, decreasing rental income (see also risk factor 2. ‘Rents and Tenants’), an incre- ase in transfer tax charges, increasing interest rates (see also risk factor 1. ‘Financing Risk’), etc.). A potential loss on marketable invest - ment properties in the portfolio could have a negative impact on the net result and the Group’s financial situation. • As of 31 December 2022, a change of 1% in the fair value of marketable investment properties would have an impact of approx. €57million on the Group’s net result, approx. €1.4 on the net asset value per share and approx. 0.4% on the consoli- dated debt-to-assets ratio. Over the course of the 2022 financial year, the fair value of marketable investment properties increased by 2.2% on a like-for-like basis. • The fair value of investment proper- ties is assessed by independent valuation experts on a quarterly basis. • The independent valuation experts are rotated in accordance with arti - cle 24, §2 of the RREC Act. • Aedifica’s triple and double net leases imply that tenants are responsible for the day-to-day management, maintenance and repair of the buildings. Neverthe- less, to the extent possible, Aedifica performs yearly condition checks. These checks are based on the Dutch norm NEN 2767, which allows Aedifica to measure the physical and technical quality of its buildings objectively and uniformly. • In the framework of the net zero carbon pathway, the Group is pre- paring a long-term capex strategy to improve the quality of its assets and reach net zero GhG emissions by 2050. • Yield evolution. • Interest rate evolution. • Capex amount spent on existing asset. • Age of the building. • Energy performance of the building. – 133 – Corporate governance Risk factors Financial statements Additional information 4. Climate change Risk category: Sustainability Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? Climate change brings various chal- lenges that impact the integrity and the way in which care homes need to be built to counter and withstand those challenges (extreme temperatu- res will require specific ventilation and temperature control measures, while increasing extreme natural events and weather conditions will necessitate the implementation of different building techniques). The foregoing in com- bination with increasingly strict regu- lations, the (future) imposition of CO 2 emission-related taxes on buildings if they do not meet certain thresholds, in addition to the general shift of the economy from fossil fuels towards a lower-carbon economy, may lead to a complete rethinking of the way buildings are designed, resulting in higher direct and indirect investment and operational costs, which in turn will negatively affect the profitability of new and existing assets and therefore of the Group. • Negative impact on rental income (see also risk factor 2. ‘Rents and tenants’) • Negative impact on the fair value of assets (see also risk factor 3. ‘Fair value of the real estate’) • Negative impact on occupancy rates (see also risk factor 2. ‘Rents and tenants’) • Inability to lease or dispose of unsustainable assets • With its net zero carbon pathway, Aedifica has established a roadmap to achieve net zero GhG emissions by 2050 (see page 52). • Aedifica performs environmental due diligences for new assets/deve- lopment projects. • Aedifica monitors the energy per- formance of its portfolio. The break- down of the energy performance of the Group's properties as at 31 December 2022 will be repor- ted in the June 2023 Environmental Data Report. • Aedifica’s triple and double net leases imply that tenants are responsible for the day-to-day management, maintenance and repair of the buildings. Neverthe- less, to the extent possible, Aedifica performs yearly condition checks. These checks are based on the Dutch norm NEN 2767, which allows Aedifica to measure the physical and technical quality of its buildings objectively and uniformly. • Aedifica implemented a building assessment framework (see page 53). This assessment includes 42risk items and is carried out at different stages of the building life cycle. It gives Aedifica insight into the potential physical risks due to climate change, which can be used to take measures to protect properties. • The Group, with the help of an external partner, is conducting a risk analysis to better understand the physical and transit risks to its portfolio. The findings will be incor- porated into the building assess- ment framework. • Investings in a property portfolio spread across Europe is an effective way to mitigate the potential risks associated with extreme weather events. Geographical diversifi- cation allows investments to be spread across regions with diffe- rent climates, reducing the impact of extreme weather events such as floods and droughts. • Aedifica’s ESG scores. • Net energy use intensity of buildings. • Age of buildings. • Capex budget at property level. • Energy performance of the building. • Percentage of sustainable finan- cing (see also risk factor 6. ‘Debt structure’). • Geographical diversification. 134 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 5. Inflation Risk category: Market Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? Inflation significantly increased in 2022 (compared to 2021) in all markets in which the Group is active. All of the Group’s rents are subject to indexation (although the indexation mechanism differs between the coun- tries in which the Group operates). Since the Group’s WAULT stands at 19years, the future like-for-like evo- lution of rental income and the valua- tion of these assets depend to a large extent on inflation. However, the ind- exation to be applied pursuant to the indexation clauses could (i) deviate from the actual inflation rate (e.g. due to the fact that the indexation clause provides for a cap at a level that is lower than the actual inflation at that time or, pursu- ant to negotiations with the operator) and/or (ii) be subject to a time-lag in its application compared to the time at which the actual inflation takes place (e.g. due to the fact that the indexation clause only provides for an indexation at certain set intervals). • The market is very sensitive to Aedi - fica’s ability to pass on inflationary increases in its rental income. Failure to translate the inflation rate into a rent increase would affect the future growth potential of rental income. The like-for-like evolution of rental income amounts to 4.2% as of 31December 2022. • High inflation and high(er) interest rates could lead to higher debt costs that are not fully offset by rent incre- ases if (i) indexation clauses do not follow the same pace as the actual inflation and/or (ii) tenants are not able to pay the uplift (see risk factor 1. ‘Financing risk’ as well as risk factor 2. ‘Rents and tenants’). • All of Aedifica's leases are subject to some form of indexation. • Aedifica is in close contact with its tenants to assess the impact of ind - exation on their profitability. • Evolution of consumer price indices/ health indices. • Like-for-like reporting on evolution of rental income. • Assessment of tenant KPIs. • Follow-up on changes in national/ regional social security policies. – 135 – Corporate governance Risk factors Financial statements Additional information 6. Debt structure Risk category: Financial Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? As a Belgian RREC, Aedifica is subject to strict regulatory financial covenants stemming from the RREC Regulation, as well as contractual financial cove- nants included in its financing agree- ments. Failure to comply with these can have far-reaching consequences, including: • sanctions, e.g., loss of RREC status and/or stricter supervision by the relevant regulator(s) if statutory financial parameters (e.g., 65% debt- to-assets ratio threshold) would be exceeded; • a termination or renegotiation of credit facilities or mandatory early repayment of outstanding amounts, as well as impaired trust between the Group and investors and/or between the Group and financial institutions, in case of (imminent) non-compliance with contractual covenants (e.g., 60% debt-to-assets ratio threshold, negative pledge covenant, interest cover ratio covenant); • a withdrawal or downgrade of the BBB investment-grade rating by S&P Global (e.g., long-term non-sustaina- bility of the 50% debt-to-assets ratio threshold). Additionally, some or all these defaults could allow creditors (i) to seek early repayment of such debts as well as other debts that are subject to cross default or cross acceleration provisi- ons, (ii) to declare all loans outstanding due and payable and/or (iii) to cancel undrawn commitments. Ultimately, this would lead to reduced liquidity (see also risk factor 1. ‘Finan - cing risk’) or might require a disposal of assets to reimburse outstanding loans. Aedifica's consolidated debt-to- assets ratio amounts to 43.6% (31 December 2021: 42.6%). The table below sets out the Group’s additional consolidated debt capacity assuming a debt-to-assets-ratio of 65% (maxi- mum debt-to-assets ratio permitted for Belgian RRECs), 60% (maximum debt-to-assets ratio given Aedifica’s existing bank commitments) and 50% (maximum debt-to-assets ratio based on Aedifica’s financial policy). The additional consolidated debt capacity is expressed in constant assets (that is, excluding growth in the real estate portfolio), in variable assets (that is, taking into account growth in the real estate portfolio) and as the decrease in the fair value of investment proper- ties that the current balance sheet structure can absorb. • Aedifica monitors and publishes the debt-to-assets ratio on a quarterly basis and its evolution is projected during the approval process of each major investment decision. • Aedifica monitors the evolution of the fair value of assets on a quarterly basis. • Aedifica monitors its financial covenants. • Aedifica diversifies its sources of financing (see Note 32 – Borro - wings in the Consolidated Financial Statements). • Debt-to-assets ratio. • Evolution of the fair value of assets. • Evolution of outstanding financial debt. 136 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Additional consolidated debt capacity Debt-to-assets ratio 50% 60% 65% In constant assets (in € million) 380 976 1,274 In variable assets (in € million) 759 2,440 3,640 Decrease in fair value of investment properties (in %) -13.5% -28.9% -34.8% 7. Exchange rate Risk category: Financial Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? As at 31 December 2022, the Group earns part of its income and incurs part of its expenses in the United Kingdom (approx. 21.0%) and Sweden (approx. 1.4%) and is therefore exposed to an exchange rate risk (£/€ and SEK/€ respectively). Future fluctuations in the exchange rate may affect the value of the Group’s investment properties, rental income and net result, all of which are expressed in euro. • As at 31 December 2022, a 10% change in the £/€ exchange rate has an impact of approx. €99.4million on the fair value of the Group’s investment properties located in the United Kingdom, approx. €5.7mil- lion on the Group’s annual rental income and approx. €2.8million on the Group’s net result. • As at 31 December 2022, a 10% change in the SEK/€ exchange rate has an impact of approx. €7.9mil- lion on the fair value of the Group’s investment properties located in Sweden, approx. €0.4 million on the Group’s annual rental income and approx. €0.2 million on the Group’s net result. • A natural hedge (balance sheet) relating to the £/€ exchange rate risk has been put in place as Aedi- fica has entered into financing in £ amounting to £340 million. • Exchange rate fluctuation €/£. • Exchange rate fluctuation €/SEK. • Actual exchange rate fluctuation compared to the budget. – 137 – Corporate governance Risk factors Financial statements Additional information 8. Reputational risk Risk category: Strategic Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? Reputation and visibility are key issues for a BEL 20 listed group in full growth. As the Group grows and internationa- lises, the possibility and impact of the risk of reputational damage increa- ses. Not only does the Group have to ensure its reputation and visibility in the various countries in which it operates, its reporting is also analysed more carefully by an ever-growing pool of investors and analysts. The treatment of residents by tenants, or the percep- tion of healthcare providers in general, may also affect the Group's reputation. Should the Group’s reputation suffer, this could affect its growth prospects and make access to capital more dif- ficult (see also risk factor 1. ‘Financing risk’). • For the Group’s investors, it is important that: - Aedifica has sound CSR scores to justify an investment in the Group or the granting of financing (see also risk factor 6. ‘Debt structure’); - Aedifica is sufficiently transparent with regard to ESG (see also risk factor 4. ‘Climate change’). • The scandal relating to Orpea can be linked to a decrease in Aedifi- ca’s share price around that period (from 24 January 2022 to 7 February 2022) of approx. 16%, even though only 5% of the Group’s contractual rent at the time was derived from assets leased by Orpea (BE: 2.5%; DE: 1.1%; NL: 1.1%). • The Group transparently communi - cates its financial and sustainability performance in line with industry standards (e.g., EPRA and GRI). • As high-quality treatment and com- fort of residents are of utmost impor- tance to the Group, (i) all public reports from local healthcare autho- rities are monitored, (ii) if not publi- cly available the Group requests to receive such reports from its opera- tors, and (iii) the Group requests its operators to comply with a certain level of quality-of-care standards (see page 59). • Monitoring of publicly available care quality ratings. • GRESB score. • EPRA (s)BPR score. • Sustainalitics Risk Rating. 138 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 9. Regulatory changes Risk category: Legal Risk strategy: Accept/Avoid/Transfer/Mitigate Risk description: Why is this risk significant for Aedifica? How does Aedifica mitigate this risk? Which Key Risk Indicators help Aedifica to monitor this risk? New regulations or changes in existing regulations (at European, national or local level) impacting the Group’s activi- ties, the Group’s taxation, the (financing of the) activities of the tenants, and/or a change in the application or interpre- tation of such regulations by the admi- nistration (including the tax authorities) or the courts, can increase the Group’s (administrative) costs and liabilities, and may have a major impact on the return, the fair value of the investment proper- ties (see also risk factor 3. ‘Fair value of the real estate’) and on tenants and their ability to pay rent (see also risk factor 2. ‘Rents and tenants’). • Often, an important part of the reve- nues of care operators are derived from subsidies (direct or indirect) granted by local social security systems. A reform of these finan- cing systems in any of the regions in which the Group operates (e.g. as a result of the pressure exerted by the COVID-19 pandemic on social security systems, increasing infla- tion, etc.), could potentially have an impact on the solvency of care operators, creating the risk that they would not be able to meet their contractual obligations to the Group (see risk factor 2. ‘Rents and tenants’). • A reduced withholding tax rate of 15% (instead of the 30% standard rate) applies to dividends distribu- ted by RRECs that invest at least 80% of their real estate directly or indirectly in ‘healthcare real estate’ (Article 269, §1, 3° of the Belgian Income Tax Code ’92) located in a member state of the European Economic Area. If Aedifica’s real estate portfolio as at 31 December 2022 remains unchanged, Aedifica’s shareholders will lose the favoura- ble withholding tax rate of 15% on dividends received from Aedifica as of 1 January 2026 (i.e., the date on which the transitional regime that was instituted following Brexit, and which provides for the inclusion of Aedifica’s UK portfolio in the 80% threshold, ends), which will as of then be subject to the standard withholding tax rate of 30%. The 30% withholding tax may affect Aedifica's ability to raise new equity as the net dividend received by investors would be lower than under a 15% withholding tax. • By monitoring the country/regi- on-specific regulatory frameworks as much as possible. • By diversifying the Group’s assets, which are located in different coun - tries and regions (see page 38). • By limiting the concentration of ope- rators in the Group’s portfolio (see page 40). • Geographical diversification. • Diversification per tenant. – 139 – Corporate governance Risk factors Financial statements Additional information Financial statements Seniorenhaus Lessingstrasse - Wurzen (DE) 140 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 140 1. Financial statements 142 1.1 Consolidated income statement 143 1.2 Consolidated statement of comprehensive income 143 1.3 Consolidated balance sheet 145 1.4 Consolidated cash flow statement 146 1.5 Consolidated statement of changes in equity 148 1.6 Notes to the consolidated financial statements 148 Note 1 General information 148 Note 2 Acccounting policies 154 Note 3 Operating segments 157 Note 4 Net rental income 158 Note 5 Property result 158 Note 6 Property operating result 159 Note 7 Overheads 160 Note 8 Other operating income and charges 160 Note 9 Gains and losses on disposals of investment properties 160 Note 10 Gains and losses on disposals of other non-financial assets 161 Note 11 Changes in fair value of investment properties 161 Note 12 Other result on portfolio 161 Note 13 Financial income 162 Note 14 Net interest charges 162 Note 15 Other financial charges 162 Note 16 Changes in fair value of financial assets and liabilities 163 Note 17 Share in the profit or loss of associates and joint ventures 165 Note 18 Tax 166 Note 19 Earnings per share 166 Note 20 Goodwill 168 Note 21 Intangible assets 168 Note 22 Investment properties 172 Note 23 Other tangible assets 173 Note 24 Non-current financial assets and other financial liabilities 173 Note 25 Deferred taxes 174 Note 26 Trade receivables 174 Note 27 Tax receivables and other current assets 174 Note 28 Cash and cash equivalents 175 Note 29 Deferred charges and accrued income 175 Note 30 Equity 176 Note 31 Provision 177 Note 32 Borrowings 178 Note 33 Hedging instruments 182 Note 34 Trade payables and other current debts 182 Note 35 Accrued charges and deferred income 182 Note 36 Financial risk management 185 Note 37 Contingencies and commitments 187 Note 38 Acquisitions and disposals of investment properties 188 Note 39 Post-closing events 188 Note 40 List of subsidiaries, associates and joint ventures 194 Note 41 Belgian RECC status 194 Note 42 Fair value 195 Note 43 Put options granted to non-controlling shareholders 195 Note 44 Alternative Performance Measures (APMs) 198 2. Abridged statutory financial statements 198 Abridged statutory income statement 199 Abridged statutory statement of comprehensive income 199 Abridged statutory balance sheet 201 Abridged statutory statement of changes in equity 203 Abridged statutory appropriation account 204 Corrected profit as defined in the royal decree of 13 july 2014 205 Abridged statutory statement of changes in equity after appropriation of the year’s result – 141 – Corporate governance Risk factors Financial statements Additional information 1. Consolidated Financial Statements 1.1 Consolidated Income Statement (x €1,000) Notes 31/12/2022 31/12/2021 I. Rental income 4 273,132 232,118 II. Writeback of lease payments sold and discounted 0 0 III. Rental-related charges 4 -1,589 -686 Net rental income 271,543 231,432 IV. Recovery of property charges 5 0 0 V. Recovery of rental charges and taxes normally paid by tenants on let properties 5 3,934 4,244 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease 5 0 0 VII. Charges and taxes not recovered by the tenant on let properties 5 -3,979 -4,128 VIII. Other rental-related income and charges 5 355 -1,013 Property result 271,853 230,535 IX. Technical costs 6 -3,373 -1,432 X. Commercial costs 6 -29 -61 XI. Charges and taxes on unlet properties 6 -53 -2 XII. Property management costs 6 -4,655 -5,433 XIII. Other property charges 6 -1,110 -667 Property charges -9,220 -7,595 Property operating result 262,633 222,940 XIV. Overheads 7 -33,556 -30,930 XV. Other operating income and charges 8 597 1,317 Operating result before result on portfolio 229,674 193,327 XVI. Gains and losses on disposals of investment properties 9 787 534 XVII. Gains and losses on disposals of other non-financial assets 10 0 0 XVIII. Changes in fair value of investment properties 11 84,877 160,211 XIX. Other result on portfolio 12 -18,103 -3,540 Operating result 297,235 350,532 XX. Financial income 13 1,606 843 XXI. Net interest charges 14 -30,651 -27,548 XXII. Other financial charges 15 -7,194 -5,457 XXIII. Changes in fair value of financial assets and liabilities 16 123,242 14,813 Net finance costs 87,003 -17,349 XXIV. Share in the profit or loss of associates and joint ventures accounted for using the equity method 17 2,168 6,371 Profit before tax (loss) 386,406 339,554 XXV. Corporate tax and deferred taxes 18 -54,345 -56,473 XXVI. Exit tax 18 -330 -256 Tax expense -54,675 -56,729 Profit (loss) 331,731 282,825 Attributable to: Non-controlling interests -47 1,001 Owners of the parent 331,778 281,824 Basic earnings per share (€) 19 8.71 8.10 Diluted earnings per share (€) 19 8.71 8.10 142 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review All 1. Consolidated Financial Statements 1.1 Consolidated Income Statement (x €1,000) Notes 31/12/2022 31/12/2021 I. Rental income 4 273,132 232,118 II. Writeback of lease payments sold and discounted 0 0 III. Rental-related charges 4 -1,589 -686 Net rental income 271,543 231,432 IV. Recovery of property charges 5 0 0 V. Recovery of rental charges and taxes normally paid by tenants on let properties 5 3,934 4,244 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease 5 0 0 VII. Charges and taxes not recovered by the tenant on let properties 5 -3,979 -4,128 VIII. Other rental-related income and charges 5 355 -1,013 Property result 271,853 230,535 IX. Technical costs 6 -3,373 -1,432 X. Commercial costs 6 -29 -61 XI. Charges and taxes on unlet properties 6 -53 -2 XII. Property management costs 6 -4,655 -5,433 XIII. Other property charges 6 -1,110 -667 Property charges -9,220 -7,595 Property operating result 262,633 222,940 XIV. Overheads 7 -33,556 -30,930 XV. Other operating income and charges 8 597 1,317 Operating result before result on portfolio 229,674 193,327 XVI. Gains and losses on disposals of investment properties 9 787 534 XVII. Gains and losses on disposals of other non-financial assets 10 0 0 XVIII. Changes in fair value of investment properties 11 84,877 160,211 XIX. Other result on portfolio 12 -18,103 -3,540 Operating result 297,235 350,532 XX. Financial income 13 1,606 843 XXI. Net interest charges 14 -30,651 -27,548 XXII. Other financial charges 15 -7,194 -5,457 XXIII. Changes in fair value of financial assets and liabilities 16 123,242 14,813 Net finance costs 87,003 -17,349 XXIV. Share in the profit or loss of associates and joint ventures accounted for using the equity method 17 2,168 6,371 Profit before tax (loss) 386,406 339,554 XXV. Corporate tax and deferred taxes 18 -54,345 -56,473 XXVI. Exit tax 18 -330 -256 Tax expense -54,675 -56,729 Profit (loss) 331,731 282,825 Attributable to: Non-controlling interests -47 1,001 Owners of the parent 331,778 281,824 Basic earnings per share (€) 19 8.71 8.10 Diluted earnings per share (€) 19 8.71 8.10 1.2 Consolidated Statement of Comprehensive Income (x €1,000) 31/12/2022 31/12/2021 I. Profit (loss) 331,731 282,825 II. Other comprehensive income recyclable under the income statement A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties 0 0 B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under IFRS ¹ 17,972 4,273 D. Currency translation differences linked to conversion of foreign activities ² -38,498 39,626 H. Other comprehensive income, net of taxes ³ 5,369 3,305 Comprehensive income 316,574 330,029 Attributable to: Non-controlling interests -47 1,001 Owners of the parent 316,621 329,028 1. Corresponds to ‘Changes in the effective portion of the fair value of hedging instruments (accrued interests)’ as detailed in Note 33. 2. Corresponds to the movement of the year of the reserve ‘g. Foreign currency translation reserves’. 3. Mainly includes the transfer to the income statement of interests paid on hedging instruments and the amortisation of terminated derivatives (see Note 33). 1.3 Consolidated Balance Sheet ASSETS Notes 31/12/2022 31/12/2021 (x €1,000) I. Non-current assets A. Goodwill 20 143,669 161,726 B. Intangible assets 21 1,857 1,934 C. Investment properties 22 5,619,701 4,861,062 D. Other tangible assets 23 2,573 2,369 E. Non-current financial assets 24 & 33 132,322 7,479 F. Finance lease receivables 0 0 G. Trade receivables and other non-current assets 0 0 H. Deferred tax assets 25 4,662 3,116 I. Equity-accounted investments 17 40,824 40,522 Total non-current assets 5,945,608 5,078,208 II. Current assets A. Assets classified as held for sale 22 84,033 35,360 B. Current financial assets 0 0 C. Finance lease receivables 0 0 D. Trade receivables 26 23,577 20,434 E. Tax receivables and other current assets 27 10,273 7,368 F. Cash and cash equivalents 28 13,891 15,335 G. Deferred charges and accrued income 29 8,158 5,162 Total current assets 139,932 83,659 TOTAL ASSETS 6,085,540 5,161,867 -143 - Corporate governance Risk factors Financial statements Additional information EQUITY AND LIABILITIES Notes 31/12/2022 31/12/2021 (x €1,000) EQUITY 30 I. Issued capital and reserves attributable to owners of the parent A. Capital 1,006,881 917,101 B. Share premium account 1,516,108 1,301,002 C. Reserves 428,018 281,244 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 389,859 224,214 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS 8,945 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -11,193 -26,872 f. Reserve of exchange differences relating to foreign currency monetary items -451 72 g. Foreign currency translation reserves -13,629 24,869 h. Reserve for treasury shares -31 0 j. Reserve for actuarial gains and losses of defined benefit pension plans -99 0 k. Reserve for deferred taxes on investment properties located abroad -71,715 -24,696 m. Other reserves 250 3,015 n. Result brought forward from previous years 117,023 87,532 o. Reserve-share NI & OCI of equity method invest 9,059 5,894 D. Profit (loss) of the year 331,778 281,824 Equity attributable to owners of the parent 3,282,785 2,781,171 II. Non-controlling interests 6,564 4,226 TOTAL EQUITY 3,289,349 2,785,397 LIABILITIES I. Non-current liabilities A. Provisions 31 0 0 B. Non-current financial debts 32 2,017,256 1,756,679 a. Borrowings 1,240,399 959,522 c. Other 776,857 797,157 C. Other non-current financial liabilities 24 82,232 96,154 a. Authorised hedges 33 3,858 33,326 b. Other 78,374 62,828 D. Trade debts and other non-current debts 375 500 E. Other non-current liabilities 0 0 F. Deferred tax liabilities 25 164,117 121,283 Non-current liabilities 2,263,980 1,974,616 II. Current liabilities A. Provisions 31 0 0 B. Current financial debts 32 435,164 324,398 a. Borrowings 172,164 48,398 c. Other 263,000 276,000 C. Other current financial liabilities 24 3,487 2,616 D. Trade debts and other current debts 34 66,853 50,109 a. Exit tax 5,990 298 b. Other 60,863 49,811 E. Other current liabilities 0 0 F. Accrued charges and deferred income 35 26,707 24,731 Total current liabilities 532,211 401,854 TOTAL LIABILITIES 2,796,191 2,376,470 TOTAL EQUITY AND LIABILITIES 6,085,540 5,161,867 144 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review EQUITY AND LIABILITIES Notes 31/12/2022 31/12/2021 (x €1,000) EQUITY 30 I. Issued capital and reserves attributable to owners of the parent A. Capital 1,006,881 917,101 B. Share premium account 1,516,108 1,301,002 C. Reserves 428,018 281,244 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 389,859 224,214 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS 8,945 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -11,193 -26,872 f. Reserve of exchange differences relating to foreign currency monetary items -451 72 g. Foreign currency translation reserves -13,629 24,869 h. Reserve for treasury shares -31 0 j. Reserve for actuarial gains and losses of defined benefit pension plans -99 0 k. Reserve for deferred taxes on investment properties located abroad -71,715 -24,696 m. Other reserves 250 3,015 n. Result brought forward from previous years 117,023 87,532 o. Reserve- share NI & OCI of equity method invest 9,059 5,894 D. Profit (loss) of the year 331,778 281,824 Equity attributable to owners of the parent 3,282,785 2,781,171 II. Non-controlling interests 6,564 4,226 TOTAL EQUITY 3,289,349 2,785,397 LIABILITIES I. Non-current liabilities A. Provisions 31 0 0 B. Non-current financial debts 32 2,017,256 1,756,679 a. Borrowings 1,240,399 959,522 c. Other 776,857 797,157 C. Other non-current financial liabilities 24 82,232 96,154 a. Authorised hedges 33 3,858 33,326 b. Other 78,374 62,828 D. Trade debts and other non-current debts 375 500 E. Other non-current liabilities 0 0 F. Deferred tax liabilities 25 164,117 121,283 Non-current liabilities 2,263,980 1,974,616 II. Current liabilities A. Provisions 31 0 0 B. Current financial debts 32 435,164 324,398 a. Borrowings 172,164 48,398 c. Other 263,000 276,000 C. Other current financial liabilities 24 3,487 2,616 D. Trade debts and other current debts 34 66,853 50,109 a. Exit tax 5,990 298 b. Other 60,863 49,811 E. Other current liabilities 0 0 F. Accrued charges and deferred income 35 26,707 24,731 Total current liabilities 532,211 401,854 TOTAL LIABILITIES 2,796,191 2,376,470 TOTAL EQUITY AND LIABILITIES 6,085,540 5,161,867 1.4 Consolidated Cash Flow Statement (x €1,000) Notes 31/12/2022 31/12/2021 CASH FLOW FROM OPERATING ACTIVITIES Profit (loss) 331,778 281,824 Adjustments for non-monetary items -154,231 -130,494 Tax expense¹ 45,107 41,169 Amortisation, depreciation and write-downs² 3,486 2,344 Change in fair value of investment properties (+/-) -84,877 -160,211 Changes in fair value of the derivatives -123,243 -14,813 Goodwill impairment 18,103 3,540 Other adjustment for non-monetary items⁹ -12,807 -2,523 Gains and losses on disposals of investment properties -787 -533 Net finance costs 36,239 32,162 Changes in working capital requirements -6,291 22,204 Changes in net assets resulting from foreign exchange differences linked to the conversion of foreign operations (+/-) 11,889 -6,891 Net cash from operating activities 218,597 198,272 CASH FLOW RESULTING FROM INVESTING ACTIVITIES Purchase of real estate companies³ ⁴ -151,855 -136,458 Purchase of marketable investment properties and development projects⁵ -249,153 -442,004 Purchase of intangible and other tangible assets⁶ -863 -723 Development costs⁷ -308,947 -295,235 Disposals of investment properties 35,716 53,668 Net changes in non-current receivables -8,304 -175 Net cash from investing activities -683,406 -820,927 CASH FLOW FROM FINANCING ACTIVITIES Capital increase, net of costs⁸ 251,422 281,156 Dividend for previous fiscal year and interim dividend -119,077 -47,748 Net changes in borrowings 370,793 417,860 Net changes in other non-current financial liabilities -179 782 Net financial items received (+) / paid (-) -39,594 -37,606 Net cash from financing activities 463,365 614,444 TOTAL CASH FLOW FOR THE PERIOD Total cash flow for the period -1,444 -8,211 RECONCILIATION WITH BALANCE SHEET Cash and cash equivalents at beginning of period 15,335 23,546 Total cash flow for the period -1,444 -8,211 Cash and cash equivalents at end of period 28 13,891 15,335 1. The lines ‘Tax expense’ and ‘Taxes paid’ have been merged to only show the non-monetary tax impact. 2. The lines ‘Amortisation and depreciation’ and ‘Write-downs’ have been merged. 3. The line ‘Purchase of real estate companies’ was included in ‘Purchase of real estate companies and marketable investment properties’ last year, but is now presented separately and merged with the line ‘Goodwill’. 4. This amount includes €164,463k for assets acquired through companies acquired in cash (see Note 22). This line also includes the working capital of those acquired real estate companies, reducing the cash flow on this line to €151,855k. 5. The lines ‘Purchase of marketable investment properties’ and ‘Purchase of development projects’ have been merged (see Note 22). 6. The lines ‘Purchase of intangible assets’ and ‘Purchase of tangible assets’ have been merged. 7. Development costs for existing investment properties and development projects were included in ‘Purchase of development projects’ last year. 8. Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow. 9. All other lines presented last year under ‘Cash flow from operating activities’, which are no longer included in this year's cash flow statement and are not mentioned in the footnotes above, have been combined in the line ‘Other adjustments for non-monetary items’. -145 - Corporate governance Risk factors Financial statements Additional information 1.5 Consolidated Statement of Changes in Equity (x €1,000) 1/01/2021 Capital increase in cash¹ Capital increase in kind¹ Acquisitions / disposals of treasury shares Consolidated comprehensive income² Appropriation of the previous year's result Other transfer relating to asset disposals 3 Transfers between reserves Other and roundings 31/12/2021 Capital 836,401 69,603 11,098 0 0 0 0 0 -1 917,101 Share premium account 1,054,109 211,714 35,179 0 0 0 0 0 0 1,301,002 Reserves 106,732 0 0 0 47,204 125,887 0 0 1,421 281,244 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 202,739 0 0 0 0 -5,934 -3,015 30,424 0 224,214 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS -23,233 0 0 0 10,452 -3 0 0 0 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -25,901 0 0 0 0 -970 0 0 -1 -26,872 f. Reserve of exchange differences relating to foreign currency monetary items 0 0 0 0 0 72 0 0 0 72 g. Foreign currency translation reserves -14,757 0 0 0 39,626 0 0 0 1 24,869 h. Reserve for treasury shares 0 0 0 0 0 0 0 0 0 0 j. Reserve for actuarial gains and losses of defined benefit pension plans 0 0 0 0 0 0 0 0 0 0 k. Reserve for deferred taxes on investment properties located abroad -9,463 0 0 0 0 -15,233 0 0 0 -24,696 m. Other reserves -1,806 0 0 0 0 1,805 3,015 0 1 3,015 n. Result brought forward from previous years -25,240 0 0 0 -2,874 144,651 0 -30,424 1,420 87,532 o. Reserve- share NI & OCI of equity method invest 4,395 0 0 0 0 1,499 0 0 0 5,894 Profit (loss) 173,068 0 0 0 281,824 -173,068 0 0 0 281,824 Equity attributable to owners of the parent 2,170,311 281,317 46,277 0 329,028 -47,181 0 0 1,420 2,781,171 Non-controlling interests 2,625 0 0 0 1,001 0 0 0 600 4,226 TOTAL EQUITY 2,172,936 281,317 46,277 0 330,029 -47,181 0 0 2,020 2,785,397 1. For more details, see Note 30 and section 1.2.4 ‘Equity’ of the ‘Financial Review’ chapter of this Annual Financial Report. 2. For more details, see the comprehensive income table on page 143. 3. This column shows the reserve made available through the sale of assets, detailed in section 1.1.1 ‘Investments, completions and disposals in 2022’ of the ‘Financial Review’ chapter of this Annual Financial Report. 146 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.5 Consolidated Statement of Changes in Equity (x €1,000) 1/01/2021 Capital increase in cash¹ Capital increase in kind¹ Acquisitions / disposals of treasury shares Consolidated comprehensive income² Appropriation of the previous year's result Other transfer relating to asset disposals 3 Transfers between reserves Other and roundings 31/12/2021 Capital 836,401 69,603 11,098 0 0 0 0 0 -1 917,101 Share premium account 1,054,109 211,714 35,179 0 0 0 0 0 0 1,301,002 Reserves 106,732 0 0 0 47,204 125,887 0 0 1,421 281,244 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 202,739 0 0 0 0 -5,934 -3,015 30,424 0 224,214 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS -23,233 0 0 0 10,452 -3 0 0 0 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -25,901 0 0 0 0 -970 0 0 -1 -26,872 f. Reserve of exchange differences relating to foreign currency monetary items 0 0 0 0 0 72 0 0 0 72 g. Foreign currency translation reserves -14,757 0 0 0 39,626 0 0 0 1 24,869 h. Reserve for treasury shares 0 0 0 0 0 0 0 0 0 0 j. Reserve for actuarial gains and losses of defined benefit pension plans 0 0 0 0 0 0 0 0 0 0 k. Reserve for deferred taxes on investment properties located abroad -9,463 0 0 0 0 -15,233 0 0 0 -24,696 m. Other reserves -1,806 0 0 0 0 1,805 3,015 0 1 3,015 n. Result brought forward from previous years -25,240 0 0 0 -2,874 144,651 0 -30,424 1,420 87,532 o. Reserve- share NI & OCI of equity method invest 4,395 0 0 0 0 1,499 0 0 0 5,894 Profit (loss) 173,068 0 0 0 281,824 -173,068 0 0 0 281,824 Equity attributable to owners of the parent 2,170,311 281,317 46,277 0 329,028 -47,181 0 0 1,420 2,781,171 Non-controlling interests 2,625 0 0 0 1,001 0 0 0 600 4,226 TOTAL EQUITY 2,172,936 281,317 46,277 0 330,029 -47,181 0 0 2,020 2,785,397 1. For more details, see Note 30 and section 1.2.4 ‘Equity’ of the ‘Financial Review’ chapter of this Annual Financial Report. 2. For more details, see the comprehensive income table on page 143. 3. This column shows the reserve made available through the sale of assets, detailed in section 1.1.1 ‘Investments, completions and disposals in 2022’ of the ‘Financial Review’ chapter of this Annual Financial Report. (x €1,000) 1/01/2022 Capital increase in cash¹ Capital increase in kind¹ Acquisitions / disposals of treasury shares Consolidated comprehensive income² Appropriation of the previous year's result Other transfer relating to asset disposals⁴ Transfers between reserves Other and roundings 31/12/2022 Capital 917,101 74,131 15,649 0 0 0 0 0 0 1,006,881 Share premium account 1,301,002 177,291 37,816 0 0 0 0 0 -1 1,516,108 Reserves 281,244 0 0 -31 -15,157 163,329 0 0 -1,367 428,018 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 224,214 0 0 0 0 165,943 -251 -48 1 389,859 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS -12,784 0 0 0 21,760 -31 0 0 0 8,945 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -26,872 0 0 0 0 15,679 0 0 0 -11,193 f. Reserve of exchange differences relating to foreign currency monetary items 72 0 0 0 0 -523 0 0 0 -451 g. Foreign currency translation reserves 24,869 0 0 0 -38,498 0 0 0 0 -13,629 h. Reserve for treasury shares 0 0 0 -31 0 0 0 0 0 -31 j. Reserve for actuarial gains and losses of defined benefit pension plans 0 0 0 0 -99 0 0 0 0 -99 k. Reserve for deferred taxes on investment properties located abroad -24,696 0 0 0 0 -47,019 0 0 0 -71,715 m. Other reserves 3,015 0 0 0 0 -3,015 251 0 -1 250 n. Result brought forward from previous years 87,532 0 0 0 1,680 29,130 0 48 -1,367 117,023 o. Reserve- share NI & OCI of equity method invest 5,894 0 0 0 0 3,165 0 0 0 9,059 Profit (loss) 281,824 0 0 0 331,778 -281,824 0 0 0 331,778 Equity attributable to owners of the parent 2,781,171 251,422 53,465 -31 316,621 -118,495 3 0 0 -1,368 3,282,785 Non-controlling interests 4,226 0 0 0 -47 0 0 0 2,385 6,564 TOTAL EQUITY 2,785,397 251,422 53,465 -31 316,574 -118,495 0 0 1,017 3,289,349 1. For more details, see Note 30 and section 1.2.4 ‘Equity’ of the ‘Financial Review’ chapter of this Annual Financial Report. 2. For more details, see the comprehensive income table on page 143. 3. For more details on the pay-out of the 2021 dividend, see the corrected profit table on page 204 of this Annual Financial Report. 4. This column shows the reserve made available through the sale of assets, detailed in section 1.1.1 ‘Investments, completions and disposals in 2022’ of the ‘Financial Review’ chapter of this Annual Financial Report. -147 - Corporate governance Risk factors Financial statements Additional information 1.6 Notes to the Consolidated Financial Statements Note 1: General information Aedifica NV/SA (referred to in the financial statements as ‘the Company’ or ‘the Parent’) is a limited liability company having opted for public Regulated Real Estate Company (RREC) status under Belgian law. The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or ‘R.P.M.’ in French / ‘R.P.R.’ in Dutch) under No. 0877.248.501. Its primary shareholders are listed in Note 30 of this annual financial report. The address of its office is the following: Rue Belliard 40, B-1040 Brussels (telephone: +32 (0)2 626 07 70). The Aedifica group (referred to in the financial statements as ‘the Group’) is composed of the parent-company and its subsidiaries. The subsidiaries of the Aedifica group are listed in Note 40. Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). Publication of the Consolidated Financial Statements was approved by the Board of Directors on 15 February 2023. Aedifica’s shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on 9 May 2023. Note 2: Accounting policies Note 2.1: Basis of preparation The Consolidated Financial Statements cover the 12-month period from 1 January 2022 to 31 December 2022. They have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and the interpretations as published by the International Accounting Standards Board (‘IASB’) and the International Financial Reporting Interpretations Committee (‘IFRIC’), to the extent to which they are applicable to the Group's activities and are effective for the financial years starting on or after 31 December 2021. The Consolidated Financial Statements have also been prepared in accordance with the Royal Decree of 13 July 2014 on Regulated Real Estate Companies. The Consolidated Financial Statements are prepared in euros, and presented in thousands of euros. The Consolidated Financial Statements have been prepared with application of the historical cost convention, except for the following assets and liabilities, which are measured at fair value: investment properties, investment properties held for sale, financial assets and liabilities held for hedging purposes or not (mainly derivatives), put options granted to non-controlling shareholders and equity-accounted investments. The Consolidated Financial Statements have been prepared in accordance with accrual accounting principles on a going concern basis. The preparation of the Consolidated Financial Statements in conformity with IFRS requires significant judgment in the application of accounting policies (including the classification of lease contracts, identification of business combinations, and calculation of deferred taxes) and the use of certain accounting estimates (such as goodwill impairment tests and determination of fair value of investment properties). Underlying assumptions are based on prior experience, input from third parties (notably real estate experts), and on other relevant factors. Actual results may vary on the basis of these estimations. Consequently, the assumptions and estimates are regularly revisited and modified as necessary. The new and amended standards and interpretations listed below are compulsory for the Group since 1 January 2022, but had no significant impact on the current Consolidated Financial Statements: - ‘Annual Improvements to IFRS Standards 2018-2020’ (applicable as from 1 January 2022); - new amendment to IFRS 3 ‘Business Combinations’ (applicable as from 1 January 2022); - new amendment to IFRS 16 ‘Leases: COVID-19-related rent concessions’ (applicable as from 1 January 2022); - amendment to IAS 16 ‘Property, plant and equipment’ (applicable as from 1 January 2022); - amendment to IAS 37 ‘Provisions, contingent liabilities and contingent assets’ (applicable as from 1 January 2022). Certain new standards, amendments and interpretations of existing standards have been published and will be compulsory for financial years starting on or after 1 January 2023. These amendments, which the Group did not apply early, are as follows (situation as at 31 January 2023): - new standard for IFRS 14 ‘Regulatory Deferral Accounts’ (for which no application date can be determined because the EU has decided not to start the approval process of this provisional standard, pending the publication of a final standard); - new standard for IFRS 17 ‘Insurance Contracts’ (applicable as from 1 January 2023); - amendment to IAS 1 ‘Presentation of Financial Statements: Classification of Liabilities as Current or Non-current’ (applicable as from 1 January 2024, subject to EU approval); - amendment to IAS 1 ‘Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies’ (applicable as from 1 January 2023); - amendment to IAS 8 ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates’ (applicable as from 1 January 2023); 148 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.6 Notes to the Consolidated Financial Statements Note 1: General information Aedifica NV/SA (referred to in the financial statements as ‘the Company’ or ‘the Parent’) is a limited liability company having opted for public Regulated Real Estate Company (RREC) status under Belgian law. The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or ‘R.P.M.’ in French / ‘R.P.R.’ in Dutch) under No. 0877.248.501. Its primary shareholders are listed in Note 30 of this annual financial report. The address of its office is the following: Rue Belliard 40, B-1040 Brussels (telephone: +32 (0)2 626 07 70). The Aedifica group (referred to in the financial statements as ‘the Group’) is composed of the parent-company and its subsidiaries. The subsidiaries of the Aedifica group are listed in Note 40. Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). Publication of the Consolidated Financial Statements was approved by the Board of Directors on 15 February 2023. Aedifica’s shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on 9 May 2023. Note 2: Accounting policies Note 2.1: Basis of preparation The Consolidated Financial Statements cover the 12-month period from 1 January 2022 to 31 December 2022. They have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and the interpretations as published by the International Accounting Standards Board (‘IASB’) and the International Financial Reporting Interpretations Committee (‘IFRIC’), to the extent to which they are applicable to the Group's activities and are effective for the financial years starting on or after 31 December 2021. The Consolidated Financial Statements have also been prepared in accordance with the Royal Decree of 13 July 2014 on Regulated Real Estate Companies. The Consolidated Financial Statements are prepared in euros, and presented in thousands of euros. The Consolidated Financial Statements have been prepared with application of the historical cost convention, except for the following assets and liabilities, which are measured at fair value: investment properties, investment properties held for sale, financial assets and liabilities held for hedging purposes or not (mainly derivatives), put options granted to non-controlling shareholders and equity-accounted investments. The Consolidated Financial Statements have been prepared in accordance with accrual accounting principles on a going concern basis. The preparation of the Consolidated Financial Statements in conformity with IFRS requires significant judgment in the application of accounting policies (including the classification of lease contracts, identification of business combinations, and calculation of deferred taxes) and the use of certain accounting estimates (such as goodwill impairment tests and determination of fair value of investment properties). Underlying assumptions are based on prior experience, input from third parties (notably real estate experts), and on other relevant factors. Actual results may vary on the basis of these estimations. Consequently, the assumptions and estimates are regularly revisited and modified as necessary. The new and amended standards and interpretations listed below are compulsory for the Group since 1 January 2022, but had no significant impact on the current Consolidated Financial Statements: - ‘Annual Improvements to IFRS Standards 2018-2020’ (applicable as from 1 January 2022); - new amendment to IFRS 3 ‘Business Combinations’ (applicable as from 1 January 2022); - new amendment to IFRS 16 ‘Leases: COVID-19-related rent concessions’ (applicable as from 1 January 2022); - amendment to IAS 16 ‘Property, plant and equipment’ (applicable as from 1 January 2022); - amendment to IAS 37 ‘Provisions, contingent liabilities and contingent assets’ (applicable as from 1 January 2022). Certain new standards, amendments and interpretations of existing standards have been published and will be compulsory for financial years starting on or after 1 January 2023. These amendments, which the Group did not apply early, are as follows (situation as at 31 January 2023): - new standard for IFRS 14 ‘Regulatory Deferral Accounts’ (for which no application date can be determined because the EU has decided not to start the approval process of this provisional standard, pending the publication of a final standard); - new standard for IFRS 17 ‘Insurance Contracts’ (applicable as from 1 January 2023); - amendment to IAS 1 ‘Presentation of Financial Statements: Classification of Liabilities as Current or Non-current’ (applicable as from 1 January 2024, subject to EU approval); - amendment to IAS 1 ‘Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies’ (applicable as from 1 January 2023); - amendment to IAS 8 ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates’ (applicable as from 1 January 2023); - amendment to IAS 12 ‘Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction’ (applicable as from 1 January 2023); - amendments to IFRS 17 ‘Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information’ (applicable as from 1 January 2023); - amendments to IFRS 16 ‘Lease Liability in a Sale and Leaseback’ (applicable as from 1 January 2024, subject to EU approval). Note 2.2: Summary of significant accounting policies The main significant accounting policies applied during the preparation of the Consolidated Financial Statements are presented below. These methods were applied consistently to all previous financial years. The numbering of the paragraphs below refers to the lines presented on the balance sheet and income statement. Consolidation principles – Subsidiaries All entities for which Aedifica (directly or indirectly) holds more than half of the voting rights or has the power to control operations are considered subsidiaries and included in the scope of comprehensive consolidation. The comprehensive consolidation consists of incorporating all assets and liabilities of subsidiaries, as well as income and expenses. Minority interests are included in a separate line of the balance sheet and the income statement. In accordance with IFRS 10, subsidiaries are fully consolidated as from the date on which control is transferred to the Group; they are de-consolidated as from the date that control ceases. All intercompany transactions, balances, and unrealised gains and losses on transactions between the Group’s companies are eliminated. Consolidation principles – Associates and joint ventures An associate is an entity over which the Group has significant influence and which is neither a subsidiary, nor an interest in a joint arrangement. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but does not imply control or joint control over those policies. A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions on relevant activities require the unanimous consent of the parties sharing control. Under the equity method, the investment in an associate or joint venture is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The investor’s share of the investee’s profit or loss is recognised in the investor’s profit or loss. Consolidation principles – Partnership All agreements whereby the parties that have joint control of an arrangement which give rights to the assets and obligations for the liabilities relating to the arrangement and that, following the framework of IFRS 11, are determined as joint operations, are consolidated following a proportional consolidation (Aedifica has only one such partnership, namely AKJV in the Netherlands). Foreign currency Aedifica primarily operates in the euro zone. Euro is the functional currency of the Group and the Consolidated Financial Statements. The functional currency of the UK subsidiaries is the pound sterling and that of the Swedish subsidiaries is the Swedish krona. Foreign currency transactions are translated to the respective functional currency of the Group entities at the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from settling these, or from retranslating monetary assets and liabilities held in foreign currencies, are booked in the Income Statement. Exceptions to this rule are foreign currency loans hedging investments in foreign subsidiaries and intra- group loans meeting the definition of a net investment in a foreign operation. In such cases, exchange differences are booked in a separate component of shareholders’ equity until the disposal of the investment. Consolidation of foreign entities Assets and liabilities of the foreign entities are translated into euro at exchange rates ruling at the balance sheet date. The income statement is translated at the average rate for the period or at spot rate for significant items. Resulting exchange differences are booked in other comprehensive income and recognised in the Group income statement when the operation is sold. The principal exchange rates used to translate foreign currency denominated amounts in book year 2022 are: - balance sheet: 1 € = 0.88617 £ - income statement: 1 € = 0.85271 £ - balance sheet: 1 € = 11.17069 SEK - income statement: 1 € = 10.63390 SEK – 149 – Corporate governance Risk factors Financial statements Additional information I.A. Goodwill Business combinations are recognised using the purchase method in accordance with IFRS 3. The excess of the acquisition cost over the fair value of the Group’s share of the net identifiable assets of the acquired business at the date of acquisition is recognised as goodwill (an asset). In the event that this value is negative, it is recognised immediately in profit. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. I.B. Intangible Assets Intangible assets are capitalised as assets at their acquisition cost and are amortised using the straight-line method at annual rates between 14.29% (7 years) and 33% (3 years). I.C. Investment Properties 1. Initial recognition 1.1 Acquisition value If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate company, through the non-monetary contribution of a building against the issuance of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees, costs of lifting security on the financing of the absorbed company, and other costs relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts on the balance sheet. 1.2 Investment value ‘Investment value’ is defined as the value assessed by a valuation expert, from which transfer costs have not been deducted (also known as ‘gross capital value’). 1.3 Fair value Properties in the Group’s portfolio or which enter into its portfolio, either with payment in cash or in kind, are valued by independent experts at their fair value. The fair value of investment properties located in Belgium is calculated as follows: - buildings with an investment value greater than €2.5 million: Fair value = investment value / (1+ the average transaction cost defined by the BE-REIT Association); - buildings with an investment value less than €2.5 million: 1) where the expert considers that the building can be divided and sold in separate units (notably individual apartments), the fair value is defined as the lower of the separated investment value / (1 + % transfer tax levied in the region where the building is located) and the investment value / (1+ the average transaction cost defined by the BE-REIT Association); 2) where the expert considers that the building cannot be divided and sold in separate units, the fair value is the investment value / (1 + % transfer tax levied in the region where the building is located). The average transaction cost defined by the BE-REIT Association is revised annually and adjusted as necessary in increments of 0.5%. Experts attest to the percentage deducted and retained in regular reports to shareholders; it currently amounts to 2.5%. The fair value of investment properties located abroad take into account locally applicable legal costs. Transfer taxes on acquisitions and any change in the fair value of properties during the financial year are directly recognised in the income statement. 1.4 Treatment of differences at the time of acquisition If, for acquisitions such as those defined in section I.C.1.1 (‘Acquisition value’) above, the fair value determined by the independent expert is different than the acquisition value defined in section I.C.1.1, the difference is booked in the income statement under line ‘XVIII. Changes in fair value of investment properties’. 2. Accounting for works projects (subsequent expenditures) Costs incurred by Aedifica for works carried out on investment properties are accounted for using one of two distinct methods, depending on the nature of the costs. The cost of repairs and maintenance, which neither add new functionality nor constitute a significant enhancement or upgrade to the building, are recognised as incurred expenses and are thus deducted from the year’s profit. Subsequent expenditures related to two types of works projects are capitalised as assets on the Company’s balance sheet: a) major renovations and extensions: these usually take place every 25 to 35 years and represent an almost complete renovation of the building, often reusing parts of the original building and applying the most up-to-date building techniques. Upon completion of these major renovation projects, the buildings are considered as new and are presented as such in the real estate portfolio. b) upgrades: these consist of occasional works that add new functionality, increase capacity, or significantly enhance or upgrade the building, making it possible to raise rents, and thus increase the building’s estimated rental income. 150 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review I.A. Goodwill Business combinations are recognised using the purchase method in accordance with IFRS 3. The excess of the acquisition cost over the fair value of the Group’s share of the net identifiable assets of the acquired business at the date of acquisition is recognised as goodwill (an asset). In the event that this value is negative, it is recognised immediately in profit. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. I.B. Intangible Assets Intangible assets are capitalised as assets at their acquisition cost and are amortised using the straight-line method at annual rates between 14.29% (7 years) and 33% (3 years). I.C. Investment Properties 1. Initial recognition 1.1 Acquisition value If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate company, through the non-monetary contribution of a building against the issuance of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees, costs of lifting security on the financing of the absorbed company, and other costs relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts on the balance sheet. 1.2 Investment value ‘Investment value’ is defined as the value assessed by a valuation expert, from which transfer costs have not been deducted (also known as ‘gross capital value’). 1.3 Fair value Properties in the Group’s portfolio or which enter into its portfolio, either with payment in cash or in kind, are valued by independent experts at their fair value. The fair value of investment properties located in Belgium is calculated as follows: - buildings with an investment value greater than €2.5 million: Fair value = investment value / (1+ the average transaction cost defined by the BE-REIT Association); - buildings with an investment value less than €2.5 million: 1) where the expert considers that the building can be divided and sold in separate units (notably individual apartments), the fair value is defined as the lower of the separated investment value / (1 + % transfer tax levied in the region where the building is located) and the investment value / (1+ the average transaction cost defined by the BE-REIT Association); 2) where the expert considers that the building cannot be divided and sold in separate units, the fair value is the investment value / (1 + % transfer tax levied in the region where the building is located). The average transaction cost defined by the BE-REIT Association is revised annually and adjusted as necessary in increments of 0.5%. Experts attest to the percentage deducted and retained in regular reports to shareholders; it currently amounts to 2.5%. The fair value of investment properties located abroad take into account locally applicable legal costs. Transfer taxes on acquisitions and any change in the fair value of properties during the financial year are directly recognised in the income statement. 1.4 Treatment of differences at the time of acquisition If, for acquisitions such as those defined in section I.C.1.1 (‘Acquisition value’) above, the fair value determined by the independent expert is different than the acquisition value defined in section I.C.1.1, the difference is booked in the income statement under line ‘XVIII. Changes in fair value of investment properties’. 2. Accounting for works projects (subsequent expenditures) Costs incurred by Aedifica for works carried out on investment properties are accounted for using one of two distinct methods, depending on the nature of the costs. The cost of repairs and maintenance, which neither add new functionality nor constitute a significant enhancement or upgrade to the building, are recognised as incurred expenses and are thus deducted from the year’s profit. Subsequent expenditures related to two types of works projects are capitalised as assets on the Company’s balance sheet: a) major renovations and extensions: these usually take place every 25 to 35 years and represent an almost complete renovation of the building, often reusing parts of the original building and applying the most up-to-date building techniques. Upon completion of these major renovation projects, the buildings are considered as new and are presented as such in the real estate portfolio. b) upgrades: these consist of occasional works that add new functionality, increase capacity, or significantly enhance or upgrade the building, making it possible to raise rents, and thus increase the building’s estimated rental income. The costs relating to these works are also capitalised in the balance sheet for the reason and to the extent that the experts usually recognise a corresponding increase in the value of the building. Costs that may be capitalised include: materials, contractor fees, technical studies, and staff fees or costs. Any excess of these costs over fair value is recognised as an expense in the income statement. Borrowing costs are capitalised for all qualifying projects with a duration of more than one year. 3. Recurring remeasurement and remeasurement in the event of share transactions 3.1 Depreciation In accordance with IAS 40, Aedifica applies the fair value model and does not recognise depreciation on its properties, the rights in rem on properties, or on properties rented to the Company under finance leases. 3.2 Share transactions Real estate properties held by Aedifica and by the subsidiaries under its control are valued by experts each time the Company proceeds to issue new shares, list shares on the stock exchange, or repurchase shares other than through the stock exchange. While Aedifica is not bound by this valuation, any issue or repurchase price set below this level must be justified (in the form of a special report). A new valuation is not required when a share issuance falls within four months of the last valuation of the property concerned, so long as the experts confirm that neither the economic situation nor the physical state of the property make a new valuation necessary. 3.3 Quarterly revaluations Each quarter, valuation experts perform a calculation of fair value based on the conditions of the properties and on fluctuations observed in the real estate market. This valuation is carried out on a building-by-building basis and covers Aedifica’s entire real estate portfolio, including properties held by its subsidiaries. These valuations are binding for Aedifica and must be reflected in the accounts. Thus, the carrying amount of the properties in the accounts corresponds to the fair value at which they are assessed by Aedifica’s independent valuation experts. 3.4 Accounting for changes in fair value Changes in the fair value of real estate properties, as determined by independent experts, arise each time the value is assessed. They are accounted for in the income statement. 4. Asset disposals Upon disposal of an investment property, the gain or loss on disposal is recognised in the income statement, in line ‘XVI. Gains and losses on disposals of investment properties’. 5. Owner-occupied investment property Any investment property occupied by Aedifica is transferred to the line ‘other tangible assets’ of the balance sheet. Its fair value at the time of the transfer becomes its deemed acquisition cost. If the Company only occupies a small part of the building, the whole building is recognised as ‘investment property’ in the balance sheet and continues to be carried at fair value. 6. Development projects Buildings under construction, renovation, or extension, which are considered development projects are recognised on the balance sheet at historical cost, including transfer taxes, non-recoverable VAT and indirect expenses (capitalised interest, insurance, legal fees, architectural fees, consulting fees, etc.). If the historical cost deviates from the fair value appraised by the independent expert, the deviation is recognised in the income statement in order to bring the carrying amount in line with the fair value. Costs incurred in the preliminary phase of development projects are recognised at their historical value. 7. Rights of use on plots of land Rights of use recognised in the balance sheet for concession or leasehold purposes or similar leases (as a result of IFRS 16 coming into force) are also considered as investment properties. – 151 – Corporate governance Risk factors Financial statements Additional information I.D. Other tangible assets Tangible assets with definite useful lives, which fall outside the scope of investment property, are initially recognised at their acquisition cost. The components approach is not applied (based on materiality criteria). Depreciation is charged on a linear basis using the pro rata temporis method. As residual values are considered marginal, accumulated depreciation is expected to cover the total acquisition cost of each item included in other tangible assets. The following depreciation rates are applied: - plant, machinery and equipment: 20%; - other furniture: 20%; - vehicles: 25% - IT: 20% to 33%. As required by IFRS 16, this balance sheet line also includes the value of the right of use of company cars and buildings used by the Group as offices. This value is depreciated on a straight-line basis over the term of the contracts. I.E. Non-current financial assets 1. Hedging instruments When a derivative provides cash flow hedges to cover a specific risk arising from a financial asset or a firm commitment or a highly probable transaction liability and meets the criteria for hedge accounting under IFRS 9, the effective portion of the income or expense is recognised directly in equity (line ‘I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS’). The ineffective portion is recognised in the income statement. When a derivative does not meet the criteria for hedge accounting under IFRS 9, it is recognised on the balance sheet at its fair value, and changes in fair value are recognised in the income statement as they occur. 2. Other financial and non-current assets Financial assets classified as held for sale are valued at fair value (market value if available, otherwise acquisition value). Changes in fair value are recognised in the income statement. Receivables are valued at amortised cost. I.H. Deferred tax assets When a building is acquired outside of Belgium, the Deferred Tax Assets mainly relate to unrealised losses on the difference between the fair value and the tax value of the buildings, whereby we expect that the effective tax loss (in case of a sale) can be offset with the taxable income of the entity concerned in the foreseeable future. I.I. Participations in associates and joint ventures Participations in associates and joint ventures are the Group’s participating interests in companies over which the Group has no or only joint control. Under the equity method, the investment in an associate or joint venture is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The investor’s share of the investee’s profit or loss is recognised in the investor’s profit or loss. They relate to Immobe NV/SA, MMCG 2 DEVCO 2 Limited, MMCG 2 DEVCO 3 Limited and Aedifica Sonneborgh Ontwikkeling BV (associates). II.A. Assets held for sale Properties that are considered non-strategic and which are intended to be sold are included in line II.A. They are recognised at fair value, in accordance with IFRS 5. II.C/D/E. Receivables Receivables are measured at amortised cost. Impairment losses are recognised according to (i) the management assumption on outstanding receivables of more than 120 days and (ii) by applying the simplified expected credit loss (ECL) method in accordance with IFRS 9. II.G. Deferred charges and accrued income Costs incurred during the year, which relate partially or in full to the following year, are recognised on a proportional basis as deferred charges. Revenues and portions of revenues earned over the course of one or several subsequent financial years, but which are also related to the current year, are recognised in income for the amount earned in the current year. 152 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review I.D. Other tangible assets Tangible assets with definite useful lives, which fall outside the scope of investment property, are initially recognised at their acquisition cost. The components approach is not applied (based on materiality criteria). Depreciation is charged on a linear basis using the pro rata temporis method. As residual values are considered marginal, accumulated depreciation is expected to cover the total acquisition cost of each item included in other tangible assets. The following depreciation rates are applied: - plant, machinery and equipment: 20%; - other furniture: 20%; - vehicles: 25% - IT: 20% to 33%. As required by IFRS 16, this balance sheet line also includes the value of the right of use of company cars and buildings used by the Group as offices. This value is depreciated on a straight-line basis over the term of the contracts. I.E. Non-current financial assets 1. Hedging instruments When a derivative provides cash flow hedges to cover a specific risk arising from a financial asset or a firm commitment or a highly probable transaction liability and meets the criteria for hedge accounting under IFRS 9, the effective portion of the income or expense is recognised directly in equity (line ‘I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS’). The ineffective portion is recognised in the income statement. When a derivative does not meet the criteria for hedge accounting under IFRS 9, it is recognised on the balance sheet at its fair value, and changes in fair value are recognised in the income statement as they occur. 2. Other financial and non-current assets Financial assets classified as held for sale are valued at fair value (market value if available, otherwise acquisition value). Changes in fair value are recognised in the income statement. Receivables are valued at amortised cost. I.H. Deferred tax assets When a building is acquired outside of Belgium, the Deferred Tax Assets mainly relate to unrealised losses on the difference between the fair value and the tax value of the buildings, whereby we expect that the effective tax loss (in case of a sale) can be offset with the taxable income of the entity concerned in the foreseeable future. I.I. Participations in associates and joint ventures Participations in associates and joint ventures are the Group’s participating interests in companies over which the Group has no or only joint control. Under the equity method, the investment in an associate or joint venture is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The investor’s share of the investee’s profit or loss is recognised in the investor’s profit or loss. They relate to Immobe NV/SA, MMCG 2 DEVCO 2 Limited, MMCG 2 DEVCO 3 Limited and Aedifica Sonneborgh Ontwikkeling BV (associates). II.A. Assets held for sale Properties that are considered non-strategic and which are intended to be sold are included in line II.A. They are recognised at fair value, in accordance with IFRS 5. II.C/D/E. Receivables Receivables are measured at amortised cost. Impairment losses are recognised according to (i) the management assumption on outstanding receivables of more than 120 days and (ii) by applying the simplified expected credit loss (ECL) method in accordance with IFRS 9. II.G. Deferred charges and accrued income Costs incurred during the year, which relate partially or in full to the following year, are recognised on a proportional basis as deferred charges. Revenues and portions of revenues earned over the course of one or several subsequent financial years, but which are also related to the current year, are recognised in income for the amount earned in the current year. I.A. et II.A. Provisions A provision is recognised on the balance sheet when the Group has an implicit or explicit legal obligation as a result of a past event, and for which it is very probable the resources will be used to extinguish this obligation. Provisions are measured by calculating the present value of expected cash flows using a market interest rate. They are reflected as a liability on the balance sheet. I.C.b. Other non-current financial liabilities – Other The Company can commit itself to acquire the non-controlling shareholdings owned by third parties in subsidiaries, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the balance sheet on line ‘I.C.b. Other non-current financial liabilities – Other’. As required by IFRS 16, this balance sheet line also includes the long-term portion of the lease debt for company cars, buildings used by the Group as offices and the rights of use for concession or leasehold purposes – or similar leases. This value is amortised using the 'effective interest rate method'. I.F. Deferred tax liabilities When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised capital gain (temporary difference between the fair value and the assessed value used for tax purposes of the building in question). II.B/D/E. Current debts Debts are recognised at amortised cost at the year-end date. Debts denominated in foreign currencies are converted into Euros using the spot rate on the year-end date. Foreign exchange gains or losses arising from the revaluation of foreign currency borrowings are recognised in the income statement, except for foreign exchange gains and losses relating to the hedging of a foreign net investment, which are recognised directly in other comprehensive income. II.F. Accrued charges and deferred income Indemnities for early lease termination are recognised in the income statement when it is highly probable that Aedifica will collect the indemnities. To evaluate whether the fees will be collectible, Aedifica will only consider the customer's ability and intention to pay that amount when due. I. to XV. Operating result before result on portfolio The objective of lines I through XV is to reflect the operating profit generated by the Company’s rental property portfolio, including general operating costs. All of ica’s leases are classs operating leases with Aedifica being the lessor for the following reasons: - there is no transfer of ownership of the underlying asset at the end of the lease term; - the lessee does not have the option to purchase the underlying asset at a price that is significantly lower than the fair value; - the lease term is usually shorter than the asset’s main economic life. Lease incentives are recognised on a straight-line basis over the lease term, in accordance with IFRS 16. XVI. to XIX. Operating result The objective of lines XVI through XIX is to reflect in the income statement all transactions and accounting adjustments related to the value of the Company’s portfolio: - realised capital gains and losses: capital gains and losses are included in the line ‘Gains and losses on disposals of investment properties’; - unrealised gains and losses (carried at fair value): changes in the portfolio’s fair value are included in the income statement under ‘changes in fair value of investment properties’; - commissions paid to real estate agents and other transaction costs: commissions related to the sale of buildings are deducted from the sale price in determining the gain or loss on disposal which is recognised in the operating result. Fees paid to real estate and technical experts are recognised as current expenses. The result on disposals of investment properties represents the difference between sales proceeds (excluding transaction costs) and the latest reported fair value of the properties sold. The result is realised at the moment of the transfer of risks and rewards. Generally, transfer taxes are to be paid by the person buying the building. However, in the case of ‘acte en main’ disposals, the transfer taxes are to be paid by the seller and are thus deducted from the sale price and the gain effectively realised. – 153 – Corporate governance Risk factors Financial statements Additional information XXV. to XXVI. Corporate tax and exit tax Line XXV includes current and deferred taxes. Income tax is recognised in the income statement. It is the estimated tax attributable to the taxable income of the year using the tax rate prevailing at the balance sheet date, together with any adjustment to tax liabilities relating to previous years. When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised capital gain and the unrealised loss (temporary difference between the fair value and the assessed value used for tax purposes of the building in question). Except for the portion relating to items directly recognised in equity, deferred tax is recognised in the income statement. Line XXVI includes the exit tax. This is the tax on the capital gain resulting from the approval of a Belgian company as a RREC or the merger of a non-RREC company with a RREC. When a company that does not have the status of a RREC but is eligible for this regime, enters in the consolidation scope of the Group for the first time, an exit tax provision is recognised at the company level, taking into account the anticipated date of the merger or approval. Any adjustment to this exit tax liability is recognised in the income statement. This tax will be paid when the company is merged into the parent company with RREC status. When the merger or approval takes place, the provision becomes a liability and any difference is also recognised in the income statement. Group insurance Aedifica’s insurance contracts in Belgium are considered as defined contribution plans. These contracts are analysed in Note 31. Hoivatilat’s ‘equity incentive plan’ The employees of Hoivatilat Oyj benefit from an equity incentive plan, This plan provides the participants with the opportunity to receive Aedifica shares or a cash equivalent as a reward for achieving the targets of the earnings criteria separately set by the Hoivatilat Board for each earning period. The Board of Directors will decide separately for each participant the amount of their maximum award for each earning period. The maximum award is expressed as Aedifica shares or equivalent. The plan foresees 2 parts: - A number of shares of Hoivatilat Oyj which are converted into Aedifica shares. - A cash contribution used to cover the applicable taxes and other charges. Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement. Following the recommendations of IFRS 2, amounts related to the equity incentive plan are recognised in equity against the income statement in the consolidated accounts. Note 3: Operating segments Note 3.1: Presented segments Pursuant to the divestments that were carried out in the course of the 2018/2019 financial year and Aedifica’s focus on healthcare real estate, it was decided to adjust the segmented information of the operational result and to classify it geographically as from the financial year that started on 1 July 2019. This segmentation reflects the geographical markets in which Aedifica operates and is consistent with the Group's organisation and internal reporting on the basis of which management makes key operational decisions, as defined by IFRS 8. The accounting policies described in Note 2 were used for the internal reporting and the segment reporting that follows. Each group of entities that fall under common control is considered as a single customer under IFRS 8. Revenues generated through transactions with a single customer representing more than 10% of the Company’s total revenues must be disclosed. This requirement applies to: - the 52 properties (in the segments ‘Belgium’, ‘Netherlands’ and ‘Germany’) rented out to legal entities controlled by the Korian group, for which rents represent 11% of the Company’s total 2022 rental income (12% in the prior financial year). Rents mentioned here represent the turnover realised by the Company over the course of the financial year, accounted for in accordance with IFRS standards. This differs from the contractual rent, which reflects the yearly rent as mentioned in the contract and does not take into consideration the straight-lining of lease incentives. 154 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review XXV. to XXVI. Corporate tax and exit tax Line XXV includes current and deferred taxes. Income tax is recognised in the income statement. It is the estimated tax attributable to the taxable income of the year using the tax rate prevailing at the balance sheet date, together with any adjustment to tax liabilities relating to previous years. When a building is acquired outside of Belgium and the net income is consequently subject to foreign tax, a deferred tax is recognised on the balance sheet in relation to the unrealised capital gain and the unrealised loss (temporary difference between the fair value and the assessed value used for tax purposes of the building in question). Except for the portion relating to items directly recognised in equity, deferred tax is recognised in the income statement. Line XXVI includes the exit tax. This is the tax on the capital gain resulting from the approval of a Belgian company as a RREC or the merger of a non-RREC company with a RREC. When a company that does not have the status of a RREC but is eligible for this regime, enters in the consolidation scope of the Group for the first time, an exit tax provision is recognised at the company level, taking into account the anticipated date of the merger or approval. Any adjustment to this exit tax liability is recognised in the income statement. This tax will be paid when the company is merged into the parent company with RREC status. When the merger or approval takes place, the provision becomes a liability and any difference is also recognised in the income statement. Group insurance Aedifica’s insurance contracts in Belgium are considered as defined contribution plans. These contracts are analysed in Note 31. Hoivatilat’s ‘equity incentive plan’ The employees of Hoivatilat Oyj benefit from an equity incentive plan, This plan provides the participants with the opportunity to receive Aedifica shares or a cash equivalent as a reward for achieving the targets of the earnings criteria separately set by the Hoivatilat Board for each earning period. The Board of Directors will decide separately for each participant the amount of their maximum award for each earning period. The maximum award is expressed as Aedifica shares or equivalent. The plan foresees 2 parts: - A number of shares of Hoivatilat Oyj which are converted into Aedifica shares. - A cash contribution used to cover the applicable taxes and other charges. Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement. Following the recommendations of IFRS 2, amounts related to the equity incentive plan are recognised in equity against the income statement in the consolidated accounts. Note 3: Operating segments Note 3.1: Presented segments Pursuant to the divestments that were carried out in the course of the 2018/2019 financial year and Aedifica’s focus on healthcare real estate, it was decided to adjust the segmented information of the operational result and to classify it geographically as from the financial year that started on 1 July 2019. This segmentation reflects the geographical markets in which Aedifica operates and is consistent with the Group's organisation and internal reporting on the basis of which management makes key operational decisions, as defined by IFRS 8. The accounting policies described in Note 2 were used for the internal reporting and the segment reporting that follows. Each group of entities that fall under common control is considered as a single customer under IFRS 8. Revenues generated through transactions with a single customer representing more than 10% of the Company’s total revenues must be disclosed. This requirement applies to: - the 52 properties (in the segments ‘Belgium’, ‘Netherlands’ and ‘Germany’) rented out to legal entities controlled by the Korian group, for which rents represent 11% of the Company’s total 2022 rental income (12% in the prior financial year). Rents mentioned here represent the turnover realised by the Company over the course of the financial year, accounted for in accordance with IFRS standards. This differs from the contractual rent, which reflects the yearly rent as mentioned in the contract and does not take into consideration the straight-lining of lease incentives. Note 3.2: Segment information 31/12/2022 BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT I. Rental income 67,432 56,738 33,571 57,472 44,725 3,917 9,245 32 - 273,132 II. Writeback of lease payments sold and discounted - - - - - - - - - - III. Rental-related charges -352 -369 -687 -148 -30 -3 - - - -1,589 Net rental income 67,080 56,369 32,884 57,324 44,695 3,914 9,245 32 - 271,543 IV. Recovery of property charges - - - - - - - - - - V. Recovery of rental charges and taxes normally paid by tenants on let properties 229 2,397 679 420 - 27 182 - - 3,934 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease - - - - - - - - - - VII. Charges and taxes not recovered by the tenant on let properties -250 -2,425 -675 -420 - -27 -182 - - -3,979 VIII. Other rental-related income and charges 33 -46 40 -6 485 -151 - - - 355 Property result 67,092 56,295 32,928 57,318 45,180 3,763 9,245 32 - 271,853 IX. Technical costs -97 -184 -855 -159 -1,673 -328 -77 - - -3,373 X. Commercial costs - - -29 - - - - - - -29 XI. Charges and taxes on unlet properties -4 -1 - -8 -40 - - - - -53 XII. Property management costs -543 -1,367 -893 -1,791 - - -61 - - -4,655 XIII. Other property charges - 2 -268 -1 -843 - - - - -1,110 Property charges -644 -1,550 -2,045 -1,959 -2,556 -328 -138 - - -9,220 Property operating result 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 - 262,633 XIV. Overheads - - - - - - - - -33,556 -33,556 XV. Other operating income and charges - - - - - - - - 597 597 OPERATING RESULT BEFORE RESULT ON PORTFOLIO 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 -32,959 229,674 SEGMENT ASSETS Marketable investment properties 1,287,193 1,159,206 640,102 926,264 984,800 76,880 289,126 1,500 - 5,365,071 Development projects 3,548 34,631 14,838 34,347 31,777 2,130 59,544 3,480 - 184,295 Right of use of plots of land - 3,241 - - 67,094 - - - - 70,335 Investment properties 5,619,701 Assets classified as held for sale 12,197 38,360 - 33,476 - - - - - 84,033 Other assets 1 40,390 - 493 -59 143,669 - - - 197,313 381,806 Total assets 6,085,540 Equity Equity attributable to owners of the parent - - - - - - - - 3,282,785 3,282,785 Non-controlling interests - - - - - - - - 6,564 6,564 Liabilities - - - - - - - - 2,796,191 2,796,191 Total equity and liabilities 6,085,540 GROSS YIELD IN FAIR VALUE 2 5.5% 5.1% 5.6% 6.4% 5.3% 5.0% 5.3% 5.0% - 5.5% 1. The figures in Belgium, the Netherlands and the United Kingdom relate to investments accounted for using the equity method (see Note 17 for more details) and the figure in Finland relates to goodwill (see Note 20 for more details). The ‘Non-allocated’ section includes all other lines of the assets. 2. The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale. – 155 – Corporate governance Risk factors Financial statements Additional information 31/12/2021 BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT I. Rental income 62,548 44,971 30,429 49,911 39,797 1,958 2,504 - - 232,118 II. Writeback of lease payments sold and discounted - - - - - - - - - - III. Rental-related charges - -2 -695 -75 86 - - - - -686 Net rental income 62,548 44,969 29,734 49,836 39,883 1,958 2,504 - - 231,432 IV. Recovery of property charges - - - - - - - - - - V. Recovery of rental charges and taxes normally paid by tenants on let properties 118 1,842 687 354 1,118 - 125 - - 4,244 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease - - - - - - - - - - VII. Charges and taxes not recovered by the tenant on let properties -93 -1,794 -644 -354 -1,118 - -125 - - -4,128 VIII. Other rental-related income and charges -11 -151 -635 101 -270 -47 - - - -1,013 Property result 62,562 44,866 29,142 49,937 39,613 1,911 2,504 - - 230,535 IX. Technical costs -97 -148 -242 -5 -833 -93 -14 - - -1,432 X. Commercial costs - - -45 - -16 - - - - -61 XI. Charges and taxes on unlet properties -2 - - - - - - - - -2 XII. Property management costs¹ -518 -1,212 -659 -3,044 - - - - - -5,433 XIII. Other property charges - 193 -87 - -773 - - - - -667 Property charges -617 -1,167 -1,033 -3,049 -1,622 -93 -14 - - -7,595 Property operating result 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - - 222,940 XIV. Overheads - - - - - - - - -30,930 -30,930 XV. Other operating income and charges - - - - - - - - 1,317 1,317 OPERATING RESULT BEFORE RESULT ON PORTFOLIO 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - -29,613 193,327 SEGMENT ASSETS Marketable investment properties 1,213,217 1,057,513 564,105 815,006 831,150 78,329 91,841 - - 4,651,161 Development projects 5,473 44,923 23,270 10,051 50,802 1,021 13,914 2,500 - 151,954 Right of use of plots of land - - - - 57,947 - - - - 57,947 Investment properties 4,861,062 Assets classified as held for sale - - - 6,660 28,700 - - - - 35,360 Other assets² 40,522 - - - 161,726 - - - 63,197 265,445 Total assets 5,161,867 Equity Equity attributable to owners of the parent - - - - - - - - 2,781,171 2,781,171 Non-controlling interests - - - - - - - - 4,226 4,226 Liabilities - - - - - - - - 2,376,470 2,376,470 Total equity and liabilities 5,161,867 GROSS YIELD IN FAIR VALUE³ 5.3% 5.2% 5.5% 6.4% 5.4% 5.0% 5.3% - - 5.5% 1. Property management costs in the UK were higher than in other countries as the portfolio was managed by an external party (which was internalised at the end of 2021). 2. The figures in Belgium relate to investments accounted for using the equity method (see Note 17 for more details) and the figure in Finland relates to goodwill (see Note 20 for more details). The ‘Non-allocated’ section includes all other lines of the assets. 3. The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale. 156 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 31/12/2021 BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT I. Rental income 62,548 44,971 30,429 49,911 39,797 1,958 2,504 - - 232,118 II. Writeback of lease payments sold and discounted - - - - - - - - - - III. Rental-related charges - -2 -695 -75 86 - - - - -686 Net rental income 62,548 44,969 29,734 49,836 39,883 1,958 2,504 - - 231,432 IV. Recovery of property charges - - - - - - - - - - V. Recovery of rental charges and taxes normally paid by tenants on let properties 118 1,842 687 354 1,118 - 125 - - 4,244 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease - - - - - - - - - - VII. Charges and taxes not recovered by the tenant on let properties -93 -1,794 -644 -354 -1,118 - -125 - - -4,128 VIII. Other rental-related income and charges -11 -151 -635 101 -270 -47 - - - -1,013 Property result 62,562 44,866 29,142 49,937 39,613 1,911 2,504 - - 230,535 IX. Technical costs -97 -148 -242 -5 -833 -93 -14 - - -1,432 X. Commercial costs - - -45 - -16 - - - - -61 XI. Charges and taxes on unlet properties -2 - - - - - - - - -2 XII. Property management costs¹ -518 -1,212 -659 -3,044 - - - - - -5,433 XIII. Other property charges - 193 -87 - -773 - - - - -667 Property charges -617 -1,167 -1,033 -3,049 -1,622 -93 -14 - - -7,595 Property operating result 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - - 222,940 XIV. Overheads - - - - - - - - -30,930 -30,930 XV. Other operating income and charges - - - - - - - - 1,317 1,317 OPERATING RESULT BEFORE RESULT ON PORTFOLIO 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - -29,613 193,327 SEGMENT ASSETS Marketable investment properties 1,213,217 1,057,513 564,105 815,006 831,150 78,329 91,841 - - 4,651,161 Development projects 5,473 44,923 23,270 10,051 50,802 1,021 13,914 2,500 - 151,954 Right of use of plots of land - - - - 57,947 - - - - 57,947 Investment properties 4,861,062 Assets classified as held for sale - - - 6,660 28,700 - - - - 35,360 Other assets² 40,522 - - - 161,726 - - - 63,197 265,445 Total assets 5,161,867 Equity Equity attributable to owners of the parent - - - - - - - - 2,781,171 2,781,171 Non-controlling interests - - - - - - - - 4,226 4,226 Liabilities - - - - - - - - 2,376,470 2,376,470 Total equity and liabilities 5,161,867 GROSS YIELD IN FAIR VALUE³ 5.3% 5.2% 5.5% 6.4% 5.4% 5.0% 5.3% - - 5.5% 1. Property management costs in the UK were higher than in other countries as the portfolio was managed by an external party (which was internalised at the end of 2021). 2. The figures in Belgium relate to investments accounted for using the equity method (see Note 17 for more details) and the figure in Finland relates to goodwill (see Note 20 for more details). The ‘Non-allocated’ section includes all other lines of the assets. 3. The gross yield in fair value is calculated by dividing the contractual rent by the fair value of marketable investment properties and assets classified as held for sale. Note 4: Net rental income (x €1,000) 31/12/2022 31/12/2021 Rents earned 273,104 230,915 Guaranteed income 0 0 Cost of rent free periods 0 0 Indemnities for early termination of rental contracts 28 1,203 RENTAL INCOME 273,132 232,118 Rents payable as lessee -2 -1 Write-downs on trade receivables -1,587 -685 RENTAL-RELATED CHARGES -1,589 -686 NET RENTAL INCOME 271,543 231,432 The Group rents its buildings under operating leases. Even though lease terms are generally long, the criteria for classifying leases as finance leases are not met for the following reasons: - there is no transfer of ownership of the underlying asset at the end of the lease term; - the lessee does not have the option to purchase the underlying asset at a price that is significantly lower than the fair value; - the lease term is usually shorter than the asset’s main economic life. For these three reasons, the Group’s leases are classified as operating leases. From these operating leases, more than 99% are income related to fixed lease payments. The increase in rents earned compared to the previous period is related to the growth of the portfolio during the 2022 financial year and annual indexation. The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IFRS 16.97 is based on the following assumptions, which are conservative: - Long-term leases: no inflation. - Rents in foreign currencies in the United-Kingdom and Sweden are converted at the 2022 average exchange rate of 0.85271 €/£ and 10.63390 €/SEK, respectively. Future minimum lease payments to be collected under non-cancellable operating leases are presented as follows: (x €1,000) 31/12/2022 31/12/2021 Not later than one year 303,079 258,500 Between one and two years 302,301 257,893 Between two and three years 301,602 257,764 Between three and four years 301,442 257,446 Between four and five years 301,442 257,310 Later than five years 4,505,080 3,923,979 TOTAL 6,014,946 5,212,891 Rental income includes contingent rents amounting to €366 k (31 December 2021: €1,082 k). In 2021, the main write-downs for doubtful debts (€0.7 million) related to the Netherlands. In 2022, a total of €1.6 million has been recognised as write-downs on rental income. This is explained by the difficult economic environment operators had to face with increasing energy and labor costs. – 157 – Corporate governance Risk factors Financial statements Additional information Note 5: Property result (x €1,000) 31/12/2022 31/12/2021 NET RENTAL INCOME 271,543 231,432 Indemnities on rental damage 0 0 RECOVERY OF PROPERTY CHARGES 0 0 Rebilling of rental charges invoiced to the landlord 566 1,798 Rebilling of property taxes and other taxes on let properties 3,368 2,446 RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY TENANTS ON LET PROPERTIES 3,934 4,244 COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD ON RENTAL DAMAGE AND REPAIR AT END OF LEASE 0 0 Rental charges invoiced to the landlord -572 -1,715 Property taxes and other taxes on let properties -3,407 -2,413 CHARGES AND TAXES NOT RECOVERED BY THE TENANT ON LET PROPERTIES -3,979 -4,128 Cleaning -79 -274 Energy -583 -773 Depreciation of furniture 0 0 Other 1,017 34 OTHER RENTAL-RELATED INCOME AND CHARGES 355 -1,013 PROPERTY RESULT 271,853 230,535 Note 6: Property operating result (x €1,000) 31/12/2022 31/12/2021 PROPERTY RESULT 271,853 230,535 Repair and maintenance -2,609 -1,282 Insurance -156 -98 Employee benefits 41 0 Expert fees -649 -52 TECHNICAL COSTS -3,373 -1,432 Letting fees paid to real estate brokers 0 0 Marketing 0 0 Fees paid to lawyers and other legal costs 0 0 Other -29 -61 COMMERCIAL COSTS -29 -61 Charges -53 -2 CHARGES AND TAXES ON UNLET PROPERTIES -53 -2 Fees paid to external property managers -25 -2,958 Internal property management expenses -4,630 -2,475 PROPERTY MANAGEMENT COSTS -4,655 -5,433 Property taxes and other taxes -1,110 -667 OTHER PROPERTY CHARGES -1,110 -667 PROPERTY OPERATING RESULT 262,633 222,940 The decrease of ‘Fees paid to external property managers’ and the increase in ‘Internal property management expenses’ is explained by the internalisation of the local UK team. 158 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 5: Property result (x €1,000) 31/12/2022 31/12/2021 NET RENTAL INCOME 271,543 231,432 Indemnities on rental damage 0 0 RECOVERY OF PROPERTY CHARGES 0 0 Rebilling of rental charges invoiced to the landlord 566 1,798 Rebilling of property taxes and other taxes on let properties 3,368 2,446 RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY TENANTS ON LET PROPERTIES 3,934 4,244 COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD ON RENTAL DAMAGE AND REPAIR AT END OF LEASE 0 0 Rental charges invoiced to the landlord -572 -1,715 Property taxes and other taxes on let properties -3,407 -2,413 CHARGES AND TAXES NOT RECOVERED BY THE TENANT ON LET PROPERTIES -3,979 -4,128 Cleaning -79 -274 Energy -583 -773 Depreciation of furniture 0 0 Other 1,017 34 OTHER RENTAL-RELATED INCOME AND CHARGES 355 -1,013 PROPERTY RESULT 271,853 230,535 Note 6: Property operating result (x €1,000) 31/12/2022 31/12/2021 PROPERTY RESULT 271,853 230,535 Repair and maintenance -2,609 -1,282 Insurance -156 -98 Employee benefits 41 0 Expert fees -649 -52 TECHNICAL COSTS -3,373 -1,432 Letting fees paid to real estate brokers 0 0 Marketing 0 0 Fees paid to lawyers and other legal costs 0 0 Other -29 -61 COMMERCIAL COSTS -29 -61 Charges -53 -2 CHARGES AND TAXES ON UNLET PROPERTIES -53 -2 Fees paid to external property managers -25 -2,958 Internal property management expenses -4,630 -2,475 PROPERTY MANAGEMENT COSTS -4,655 -5,433 Property taxes and other taxes -1,110 -667 OTHER PROPERTY CHARGES -1,110 -667 PROPERTY OPERATING RESULT 262,633 222,940 The decrease of ‘Fees paid to external property managers’ and the increase in ‘Internal property management expenses’ is explained by the internalisation of the local UK team. Note 7: Overheads (x €1,000) 31/12/2022 31/12/2021 Lawyers/notaries -1,195 -1,713 Auditors/accountants -677 -439 Real estate experts -1,675 -1,354 IT -1,523 -632 Insurance -149 -457 Public relations, communication, marketing, publicity -1,026 -656 Directors and executive management -4,687 -3,793 Employee benefits -11,322 -10,862 Depreciation and amortisation of other assets -1,868 -1,660 Tax expense -2,053 -2,945 Tax consulting¹ -1,295 -576 Headhunter and recruitment costs¹ -734 -291 Travel and representation² -588 -134 Other -4,764 -5,418 Financial services -624 -529 Fleet -446 -241 Office -1,423 -819 Other professional fees -2,229 -3,670 Other -42 -159 TOTAL -33,556 -30,930 1. The lines ‘Tax consulting’ and ‘Headhunter and recruitment costs’ were integrated as per 31 December 2021 in the category ‘Other professional fees’. 2. The line ‘Travel and representation’ was integrated as per 31 December 2021 in the category ‘Office’. Audit fees (x €1,000) 31/12/2022 31/12/2021 Statutory (audit Aedifica SA) 131 110 Statutory audit (subsidiaries) 295 176 Opinion reports foreseen in the Belgian Companies and Associations Code 14 16 Other opinion reports (comfort letter, etc.) 8 23 Tax advice missions 0 0 Other missions unconnected with the statutory audit 0 0 TOTAL 448 325 Related party transactions Related party transactions (as defined under IAS 24 and the Belgian Companies and Associations Code) relate exclusively to the remuneration of the members of the Board of Directors and the Executive Committee (€4,687 k in 2022; €3,793 k in 2021). (x €1,000) 31/12/2022 31/12/2021 Short-term benefits 4,352 3,505 Post-employment benefits 260 235 Other long-term benefits 0 0 Termination benfits 0 0 Share-based payments 75 53 Total 4,687 3,793 – 159 – Corporate governance Risk factors Financial statements Additional information Employee benefits expense Total employee benefits (excluding Executive Managers and Directors – see ‘Related party transactions’ above) are broken down in the income statement as follows: (x €1,000) 31/12/2022 31/12/2021 Technical costs (see Note 6) 41 0 Overheads (see Note 7) -11,322 -10,862 Property management costs (see Note 6) -4,630 -2,475 Capitalised costs -422 -715 TOTAL -16,333 -14,052 Headcount at the end of the financial year and full-time equivalents (excluding Executive Directors): 31/12/2022 31/12/2021 Headcount at the year-end 126 114 Employees 121 109 Executive management personnel 5 5 FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT PERSONNEL) DURING THE YEAR 109.3 103.7 The increase in employees is related to the Group’s international growth. Note 8: Other operating income and charges (x €1,000) 31/12/2022 31/12/2021 Recovery of damage expenses 133 42 Other 464 1,275 TOTAL 597 1,317 ‘Other’ is mainly related to the recovery of VAT in the UK (€467k in 2022, €609k in 2021). Note 9: Gains and losses on disposals of investment properties (x €1,000) 31/12/2022 31/12/2021 Net sale of properties (selling price - transaction costs) 35,890 53,487 Carrying amount of properties sold (fair value of assets sold) 35,103 52,953 TOTAL 787 534 The table with the main disposals of the financial year are detailed in Note 38. Note 10: Gains and losses on disposals of other non-financial assets Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses from the sale of other non-financial assets. 160 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Employee benefits expense Total employee benefits (excluding Executive Managers and Directors – see ‘Related party transactions’ above) are broken down in the income statement as follows: (x €1,000) 31/12/2022 31/12/2021 Technical costs (see Note 6) 41 0 Overheads (see Note 7) -11,322 -10,862 Property management costs (see Note 6) -4,630 -2,475 Capitalised costs -422 -715 TOTAL -16,333 -14,052 Headcount at the end of the financial year and full-time equivalents (excluding Executive Directors): 31/12/2022 31/12/2021 Headcount at the year-end 126 114 Employees 121 109 Executive management personnel 5 5 FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT PERSONNEL) DURING THE YEAR 109.3 103.7 The increase in employees is related to the Group’s international growth. Note 8: Other operating income and charges (x €1,000) 31/12/2022 31/12/2021 Recovery of damage expenses 133 42 Other 464 1,275 TOTAL 597 1,317 ‘Other’ is mainly related to the recovery of VAT in the UK (€467k in 2022, €609k in 2021). Note 9: Gains and losses on disposals of investment properties (x €1,000) 31/12/2022 31/12/2021 Net sale of properties (selling price - transaction costs) 35,890 53,487 Carrying amount of properties sold (fair value of assets sold) 35,103 52,953 TOTAL 787 534 The table with the main disposals of the financial year are detailed in Note 38. Note 10: Gains and losses on disposals of other non-financial assets Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses from the sale of other non-financial assets. Note 11: Changes in fair value of investment properties (x €1,000) 31/12/2022 31/12/2021 Belgium 18,220 24,716 Germany 39,054 27,082 Netherlands 14,873 7,118 United Kingdom -2,029 24,787 Finland 34,609 77,743 Sweden -279 4,970 Ireland -19,383 -6,114 Spain -188 -91 TOTAL 84,877 160,211 Of which: Marketable investment properties 81,851 154,623 Development projects 4,258 6,692 Right of use of plots of land -1,232 -1,104 For 2022, the most significant changes are registered in the United Kingdom, Finland and Ireland. These changes are explained as follows: - United Kingdom: Following the initial recovery of the economy after the pandemic, there is currently considerable uncertainty in the UK due to several factors, including the reaction to the mini-budget and the fact that economic commentators and rating agencies are forecasting a decline in UK GDP, with recession widely predicted. - Finland: Current market uncertainty is causing upward pressure on yields, especially in the tightest-priced sectors. This pressure has increased further as the year progressed. The market in H2 2022 differs significantly from that in H1. The entire real estate market has experienced unusual volatility in recent months. Market shifts have been unusually quick and their amplitude considerably larger than under standard market conditions. The development gains on own development projects positively supported the fair value for 2022. - Ireland: For the initial recognition of the fair value, the transaction costs (between 6% and 8%, which are higher than in other countries) are deducted from the acquisition value. In current market conditions, this negative impact is not offset by the increase in fair value. For more details, see section 1.3 ‘Market trends’ of the ‘Portfolio’ chapter. Note 12: Other result on portfolio (x €1,000) 31/12/2022 31/12/2021 Goodwill impairment -18,103 -3,540 Other 0 0 TOTAL -18,103 -3,540 During the financial year under review, the Group recognised a goodwill impairment related to the acquisition of Hoivatilat Oyj and the acquisition of Layland Walker Ltd (see Note 20 for more information). Note 13: Financial income (x €1,000) 31/12/2022 31/12/2021 Reinvoiced interests 1,183 327 Other 423 516 TOTAL 1,606 843 The financial income of 2022 mainly includes €1.3 million of reinvoiced interests (€0.3 million in 2021) and €0.2 million of realised and unrealised foreign exchange differences (€0.3 million in 2021). – 161 – Corporate governance Risk factors Financial statements Additional information Note 14: Net interest charges (x €1,000) 31/12/2022 31/12/2021 Nominal interest on borrowings -27,617 -20,240 Bilateral loans - floating rate -14,597 -10,892 Short-term treasury Notes - floating rate -841 -439 Investment credits - floating or fixed rate -1,628 -1,814 Long-term treasury Notes - fixed rate -1,395 -1,390 Bond - Fixed rate -3,750 -1,171 Private placement - fixed rate -5,406 -4,534 Charges arising from authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS -4,121 -4,711 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -5,763 -4,245 Subtotal -9,884 -8,956 Income arising from authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS 1,071 0 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS 3,259 0 Subtotal 4,330 0 Capitalised interest charges 3,966 3,320 Interest cost related to leasing debts booked in accordance with IFRS 16 -951 -984 Other interest charges -495 -688 TOTAL -30,651 -27,548 Charges and income arising from hedging instruments represent Aedifica’s cash interest payments or receipts related to the derivatives presented in Note 24 and detailed in Note 33. Changes in the fair value of these derivatives are recognised in the income statement and are listed in Note 16. Note 15: Other financial charges (x €1,000) 31/12/2022 31/12/2021 Bank charges and other commissions -4,819 -4,224 Other -2,375 -1,233 TOTAL -7,194 -5,457 The item ‘Bank charges and other commissions’ includes €3,437 k of commitment fees (2021: €2,785 k). The item ‘Other’ includes -€2,222 k of realised and unrealised foreign exchange differences (2021: -€824 k). Note 16: Charges in fair value of financial assets and liabilities (x €1,000) 31/12/2022 31/12/2021 Authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS 34 -31 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS 124,252 15,679 Subtotal 124,286 15,648 Other -1,044 -835 TOTAL 123,242 14,813 The Line ‘Other’ represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43). 162 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 14: Net interest charges (x €1,000) 31/12/2022 31/12/2021 Nominal interest on borrowings -27,617 -20,240 Bilateral loans - floating rate -14,597 -10,892 Short-term treasury Notes - floating rate -841 -439 Investment credits - floating or fixed rate -1,628 -1,814 Long-term treasury Notes - fixed rate -1,395 -1,390 Bond - Fixed rate -3,750 -1,171 Private placement - fixed rate -5,406 -4,534 Charges arising from authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS -4,121 -4,711 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -5,763 -4,245 Subtotal -9,884 -8,956 Income arising from authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS 1,071 0 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS 3,259 0 Subtotal 4,330 0 Capitalised interest charges 3,966 3,320 Interest cost related to leasing debts booked in accordance with IFRS 16 -951 -984 Other interest charges -495 -688 TOTAL -30,651 -27,548 Charges and income arising from hedging instruments represent Aedifica’s cash interest payments or receipts related to the derivatives presented in Note 24 and detailed in Note 33. Changes in the fair value of these derivatives are recognised in the income statement and are listed in Note 16. Note 15: Other financial charges (x €1,000) 31/12/2022 31/12/2021 Bank charges and other commissions -4,819 -4,224 Other -2,375 -1,233 TOTAL -7,194 -5,457 The item ‘Bank charges and other commissions’ includes €3,437 k of commitment fees (2021: €2,785 k). The item ‘Other’ includes -€2,222 k of realised and unrealised foreign exchange differences (2021: -€824 k). Note 16: Charges in fair value of financial assets and liabilities (x €1,000) 31/12/2022 31/12/2021 Authorised hedging instruments Authorised hedging instruments qualifying for hedge accounting as defined under IFRS 34 -31 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS 124,252 15,679 Subtotal 124,286 15,648 Other -1,044 -835 TOTAL 123,242 14,813 The Line ‘Other’ represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43). Note 17: Share in the profit or loss of associates and joint ventures On 1 July 2018, Aedifica transferred the ‘apartments’ branch of activities to a separate company (Immobe NV/SA), which was initially wholly controlled by Aedifica NV/SA. Aedifica NV/SA gradually sold its shares in Immobe NV/SA (in 2 phases) to Primonial European Residential Fund: - phase 1: sale of 50% (minus one share) during the second quarter of the 2018/2019 financial year (see press release of 31 October 2018 for more information); - phase 2: sale of an additional 25% (plus two shares) during the third quarter of the 2018/2019 financial year (see press release of 27 March 2019 for more information). Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated using the equity method. On 7 July 2022, Aedifica created Sonneborgh Ontwikkeling BV for the acquisition of a real estate company that owns a plot of land in the Netherlands. The purpose of Aedifica Sonneborgh Ontwikkeling BV is to obtain building permits and construct a care home. Upon completion, the building will be transferred to Aedifica Sonneborgh Real Estate BV, another company controlled by Aedifica. On 1 April 2022 and 9 September 2022, Aedifica UK Limited acquired a 25% stake in 2 British real estate companies that own plots of land (MMCG 2 Devco 2 Limited and MMCG2 Devco 3 Limited, respectively). The value of the shares acquired amounts to £268 for each company. The remaining shares are held by Maria Mallaband Care Group, which is developing a care home on each of the plots. Upon completion of the buildings in 2023 and 2024, Aedifica UK Limited will acquire full ownership of the completed properties by taking control of the remaining shares in the companies. The completed properties will be leased to MMCG (2) Limited which will operate the care homes (see press releases of 1 April 2022 and 9 September 2022 for more information). (x €1,000) 31/12/2022 31/12/2021 Carrying amount at the beginning of the year 40,522 36,998 Acquisition of shares of associates and joint ventures accounted for using the equity method 504 0 Disposal of shares of a subsidiary resulting in their equity method accounting (formerly under full consolidation) 0 0 Share in the profit or loss of associates and joint ventures accounted for using the equity method 2,168 6,371 Impact of dividends received on equity -2,372 -2,847 Other 2 0 Carrying amount at the end of the year 40,824 40,522 Company Immobe SA Segment Apartment buildings Country Belgium % held by the Group 24.97% Partner shareholders Primonial European Residential Holdco Sarl Date of company creation June 2018 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) 8,970 Other elements of the global result 0 Global result 8,970 % held by the Group 24.97% Share in the profit or loss of associates and joint ventures accounted for using the equity method 2,240 Amount of the interest at the Group (x €1,000) Equity-accounted investments 40,390 – 163 – Corporate governance Risk factors Financial statements Additional information Company MMCG 2 DEVCO 2 Limited Segment Healthcare real estate Country United Kingdom % held by the Group 25.09% Partner shareholders Miscellaneous Date of company creation June 2021 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) -173 Other elements of the global result 0 Global result -173 % held by the Group 25.09% Share in the profit or loss of associates and joint ventures accounted for using the equity method -44 Amount of the interest at the Group (x €1,000) Equity-accounted investments -41 Company MMCG 2 DEVCO 3 Limited Segment Healthcare real estate Country United Kingdom % held by the Group 25.09% Partner shareholders Miscellaneous Date of company creation June 2021 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) -75 Other elements of the global result 0 Global result -75 % held by the Group 25.09% Share in the profit or loss of associates and joint ventures accounted for using the equity method -19 Amount of the interest at the Group (x €1,000) Equity-accounted investments -18 Company Aedifica Sonneborgh Ontwikkeling BV Segment Healthcare real estate Country Netherlands % held by the Group 50.00% Partner shareholders Sonneborgh Ontwikkeling BV Date of company creation October 2015 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) -20 Other elements of the global result 0 Global result -20 % held by the Group 50.00% Share in the profit or loss of associates and joint ventures accounted for using the equity method -10 Amount of the interest at the Group (x €1,000) Equity-accounted investments 493 164 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Company MMCG 2 DEVCO 2 Limited Segment Healthcare real estate Country United Kingdom % held by the Group 25.09% Partner shareholders Miscellaneous Date of company creation June 2021 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) -173 Other elements of the global result 0 Global result -173 % held by the Group 25.09% Share in the profit or loss of associates and joint ventures accounted for using the equity method -44 Amount of the interest at the Group (x €1,000) Equity-accounted investments -41 Company MMCG 2 DEVCO 3 Limited Segment Healthcare real estate Country United Kingdom % held by the Group 25.09% Partner shareholders Miscellaneous Date of company creation June 2021 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) -75 Other elements of the global result 0 Global result -75 % held by the Group 25.09% Share in the profit or loss of associates and joint ventures accounted for using the equity method -19 Amount of the interest at the Group (x €1,000) Equity-accounted investments -18 Company Aedifica Sonneborgh Ontwikkeling BV Segment Healthcare real estate Country Netherlands % held by the Group 50.00% Partner shareholders Sonneborgh Ontwikkeling BV Date of company creation October 2015 Amount of the Group share in the result (x €1,000) 31/12/2022 Net result (100%) -20 Other elements of the global result 0 Global result -20 % held by the Group 50.00% Share in the profit or loss of associates and joint ventures accounted for using the equity method -10 Amount of the interest at the Group (x €1,000) Equity-accounted investments 493 Note 18: Tax (x €1,000) 31/12/2022 31/12/2021 Parent Profit before tax (loss) 318,461 202,654 Effect of the Belgian REIT tax regime -318,461 -202,654 Taxable result in Belgium based on non-deductible costs 1,820 2,185 Belgian current tax at rate of 29,58% -538 -646 Belgian current tax regularisation for the previous year -117 -103 Foreign current tax -1,860 -2,489 Subtotal -2,515 -3,238 Subsidiaries Belgian current tax 439 -5 Foreign current tax -9,894 -7,034 Subtotal -9,455 -7,039 Corporate tax -11,970 -10,277 Exit tax -330 -256 Parent -6,485 -1,121 Subsidiaries -35,890 -45,075 Deferred taxes -42,375 -46,196 TOTAL TAX -54,675 -56,729 Taxes are composed of current taxes, deferred taxes and exit tax. Current taxes consist primarily of Belgian tax on Aedifica’s non-deductible expenditures (since Belgian REITs benefit from a specific tax regime, leading to the taxation of only non-deductible costs, such as regional taxes, car costs, representation costs, social costs, donations, etc.), tax generated abroad and tax on the result of the consolidated subsidiaries. Fiscal Investment Institutions ('FBI') in the Netherlands In September 2022, the Dutch government announced its intention to exclude direct investments in real estate from the Fiscal Investment Institutions (Fiscale Beleggingsinstellingen, ‘FBI’) regime as from 1 January 2024. The possible entry into force of this mea sure was recently postponed to 1 January 2025. Although the Aedifica Group was of the opinion that it meets the conditions for claiming FBI status and submitted applications to the Dutch tax authorities to that effect, the Group opted, as a matter of prudence, for a common law tax burden in the results of its Dutch subsidiaries from the start of its operations in the Netherlands in 2016. The Aedifica Group still claims the application of this regime for its subsidiaries active in the Netherlands. In case the FBI regime is granted, the cumulative positive retroactive impact on current taxes and EPRA Earnings is estimated to amount to approx. €13 million for the period 2016-2022. During recent discussions with the Dutch tax authorities, Aedifica Group received confirmation that the FBI requirements have in any event already been met for the period up to 2020. Refunds will be recognised in the income statement upon receipt of final corporate tax assessments. Deferred taxes generally arose from the recognition at fair value of buildings located abroad in conformity with IAS 40. This deferred tax (with no monetary impact, that is to say, non-cash) is thus excluded from the EPRA Earnings (see Note 25). – 165 – Corporate governance Risk factors Financial statements Additional information Note 19: Earnings per share The earnings per share (‘EPS’ as defined by IAS 33) is calculated as follows: 31/12/2022 31/12/2021 Profit (loss) (Owners of the parent) (x €1,000) 331,778 281,824 Weighted average number of shares outstanding during the period 38,113,384 34,789,526 Basic EPS (in €) 8.71 8.10 Diluted EPS (in €) 8.71 8.10 Aedifica uses EPRA Earnings to comply with the EPRA’s recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS (see Note 44). It is calculated as follows: (x €1,000) 31/12/2022 31/12/2021 Profit (loss) (Owners of the parent) 331,778 281,824 Changes in fair value of investment properties (see Note 11) -84,877 -160,211 Gain and losses on disposal of investment properties (see Note 9) -787 -534 Deferred taxes in respect of EPRA adjustments (see Notes 18 and 25) 42,705 46,452 Tax on profits or losses on disposals (see Notes 9 and 18) 0 559 Changes in fair value of financial assets and liabilities (see Note 16) -123,242 -14,813 Goodwill impairment (see Note 12) 18,103 3,540 Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA corrections -1,806 -6,011 Non-controlling interests in respect of the above -488 673 Roundings 0 0 EPRA Earnings 181,386 151,479 Weighted average number of shares outstanding during the period 38,113,384 34,789,526 EPRA Earnings per share (in €) 4.76 4.35 EPRA Earnings diluted per Share (in €) 4.76 4.35 The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of this Annual Financial Report. Note 20: Goodwill (x €1,000) 31/12/2022 31/12/2021 Gross value at the beginning of the year 165,678 162,061 Cumulative impairment losses at the beginning of the year -3,952 -335 Carrying amount at the beginning of the year 161,726 161,726 Gross value – Additions / Transfer 45 3,617 Gross value – Disposals -335 0 Gross value – Increase / decrease due to foreign exchange rate -184 0 Impairment losses - Additions -18,101 -3,617 Impairment losses – Disposals 335 0 Impairment losses – Increase / decrease due to foreign exchange rate 184 0 CARRYING AMOUNT AT THE END OF THE YEAR 143,669 161,726 of which: gross value 165,204 165,678 cumulative impairment losses -21,535 -3,952 In accordance with the requirements of IAS 36 – Impairment of Assets, the Group primarily analysed the carrying amount of goodwill. The goodwill that arose from the acquisition of Schloss Bensberg Management GmbH (€335 k) was set at zero during the 2017/2018 financial year. The gross value of goodwill and cumulative impairment losses were removed from the balance sheet following the disposal of the subsidiary. The gross value of goodwill resulting from the acquisition of Hoivatilat Oyj in 2020 remains unchanged (€161,726 k). It results from the positive difference between the acquisition cost (the price paid for the shares of Hoivatilat Oyj) and the fair value of the net assets acquired. 166 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 19: Earnings per share The earnings per share (‘EPS’ as defined by IAS 33) is calculated as follows: 31/12/2022 31/12/2021 Profit (loss) (Owners of the parent) (x €1,000) 331,778 281,824 Weighted average number of shares outstanding during the period 38,113,384 34,789,526 Basic EPS (in €) 8.71 8.10 Diluted EPS (in €) 8.71 8.10 Aedifica uses EPRA Earnings to comply with the EPRA’s recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS (see Note 44). It is calculated as follows: (x €1,000) 31/12/2022 31/12/2021 Profit (loss) (Owners of the parent) 331,778 281,824 Changes in fair value of investment properties (see Note 11) -84,877 -160,211 Gain and losses on disposal of investment properties (see Note 9) -787 -534 Deferred taxes in respect of EPRA adjustments (see Notes 18 and 25) 42,705 46,452 Tax on profits or losses on disposals (see Notes 9 and 18) 0 559 Changes in fair value of financial assets and liabilities (see Note 16) -123,242 -14,813 Goodwill impairment (see Note 12) 18,103 3,540 Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA corrections -1,806 -6,011 Non-controlling interests in respect of the above -488 673 Roundings 0 0 EPRA Earnings 181,386 151,479 Weighted average number of shares outstanding during the period 38,113,384 34,789,526 EPRA Earnings per share (in €) 4.76 4.35 EPRA Earnings diluted per Share (in €) 4.76 4.35 The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of this Annual Financial Report. Note 20: Goodwill (x €1,000) 31/12/2022 31/12/2021 Gross value at the beginning of the year 165,678 162,061 Cumulative impairment losses at the beginning of the year -3,952 -335 Carrying amount at the beginning of the year 161,726 161,726 Gross value – Additions / Transfer 45 3,617 Gross value – Disposals -335 0 Gross value – Increase / decrease due to foreign exchange rate -184 0 Impairment losses - Additions -18,101 -3,617 Impairment losses – Disposals 335 0 Impairment losses – Increase / decrease due to foreign exchange rate 184 0 CARRYING AMOUNT AT THE END OF THE YEAR 143,669 161,726 of which: gross value 165,204 165,678 cumulative impairment losses -21,535 -3,952 In accordance with the requirements of IAS 36 – Impairment of Assets, the Group primarily analysed the carrying amount of goodwill. The goodwill that arose from the acquisition of Schloss Bensberg Management GmbH (€335 k) was set at zero during the 2017/2018 financial year. The gross value of goodwill and cumulative impairment losses were removed from the balance sheet following the disposal of the subsidiary. The gross value of goodwill resulting from the acquisition of Hoivatilat Oyj in 2020 remains unchanged (€161,726 k). It results from the positive difference between the acquisition cost (the price paid for the shares of Hoivatilat Oyj) and the fair value of the net assets acquired. When the Aedifica Group acquired Hoivatilat Oyj in 2020, the company already had a complete and operational development team. The goodwill paid by the Aedifica Group is a recognition of the capabilities, know-how and local connections that enable Hoivatilat Oyj to achieve the expected development goals. Since the acquisition in January 2020, the company has successfully achieved these development goals and remains on track with management expectations. The addition of goodwill in 2021 (€3,617 k, corresponding to £3,043 k on the books of Aedifica UK Limited, the buyer) arose from the acquisition of Aedifica UK Management Limited (formerly Layland Walker Limited), which is the asset management company of the UK subsidiaries. It results from the positive difference between the acquisition cost (the price paid for the shares of Aedifica UK Management Limited) and the fair value of the net assets acquired. In 2022, a price adjustment arose from the application of the normal share purchase agreement mechanism, resulting in an addition of €44 k (corresponding to £40 k on the books of Aedifica UK Limited). The change in the foreign exchange rate between euro and British pound sterling compared to 31 December 2021 also resulted in a decrease in both gross value and cumulative impairment losses of €184 k. Impairment test On 31 December 2022, the goodwill of the Hoivatilat Oyj acquisition was subject to an impairment test by comparing the carrying value of the cash generating units to which goodwill is allocated with the recoverable amount of those Cash Generating Units (CGU). CGU’s to which goodwill is allocated are the existing investment properties of Hoivatilat in Finland, together with the future development activities in Finland enabled by Hoivatilat’s internal development team and aligned with the development objectives set as from acquisition. In determining the recoverable amount of a cash-generating unit, management uses estimates. The methods used to calculate the recoverable amount include methods based on discounted cash flows and methods based on market prices. Discounted cash flow valuations refer to projections based on financial plans approved by management, which are also used for internal purposes. The chosen planning horizon reflects the assumptions for short- to medium-term market developments and is taken into account for the calculation of the perpetual annuity. The terminal value is reached at the end of the planning horizon, taking into account the achievement of the development pipeline. On 31 December 2022, the recoverable amount is the estimated fair value less cost of disposal of the Hoivatilat shares. The fair value less costs of disposal is determined by the Group using the expected future net cash flows covering the next four years based on the rents of the underlying investment properties and development projects (as per the tenants’ lease agreements), the expenses to maintain and manage the property portfolio, and the value of development activities. Cash flows beyond the first 4 planning years are extrapolated using an appropriate terminal growth rate. This valuation represents a level 3 fair value measurement. The key assumptions in determining fair value less disposal costs are the completion of the development pipeline over the next four years, the indexation rate (which also directly affects the terminal growth rate) and the discount rate. They are mainly derived from internal sources and are based on past experience and extended by current internal expectations, and underlined by external market data and estimates. Any future changes in the above assumptions could have a significant impact on the fair values of the cash-generating units. Management’s approach in the calculation of the fair value less cost of disposal of Hoivatilat: - The cash flow forecast (based on a budget plan approved by management) applied to determine the value of investment properties and ongoing development projects covers 4 years after testing date. - The indexation rate applied to the 4-year forecast is based on the consumer price index in Finland and varies for each lease. - The terminal perpetual growth rate applied on the last cash flow of the four year budget stands at 2%, which corresponds to the ECB's long- term target (2% in the 2021 impairment test). - The value of development activities is determined assuming that a pipeline of €100 million per year will be developed over 4 years and sold upon completion. The yield on cost applied to determine the fair value of the non-committed pipeline amounts to approx. 6% (6% in the 2021 impairment test) and is based on the assumptions used by the independent real estate experts in the valuation of the existing portfolio. Climate change is one of the variables that experts include in their valuation. - The discount rate amounts to 4.75% (4.25% in the 2021 impairment test), based on the average required return on equity and debt. Management applies a capital asset pricing model based on observable market data. The assumptions used in our valuation model for the execution of development activities and maintenance expenses take into account the current sustainability requirements applicable to this type of assets in Finland. Climate change brings several challenges that may negatively impact the future value of assets (see risk factor 4. ‘Climate change’ on page 134). On 31 December 2021, the carrying value amounted to €1,079,560 k and the recoverable amount was €1,104,586 k. On 31 December 2022, the carrying value was €1,152,889 k and the recoverable amount was €1,134,832 k. The negative difference of €18.057 k was recognised as impairment in the Consolidated Income Statement. The estimated recoverable amount is negatively impacted by the discount rate. – 167 – Corporate governance Risk factors Financial statements Additional information Sensitivity analysis 31/12/2022 Change in inflation Change in discount rate +1.00% +0.50% -0.50% -1.00% +1.00% +0.50% -0.50% -1.00% Change of recoverable amount (in %) 30% 14% -12% -22% -24% -13% 15% 33% Sensitivity analysis 31/12/2021 Change in inflation Change in discount rate +1.00% +0.50% -0.50% -1.00% +1.00% +0.50% -0.50% -1.00% Change of recoverable amount (in %) 28% 13% -11% -19% -22% -12% 14% 31% The sensitivity analysis does not consider the effect of one variable on the others, because there is no consensus on the methodology to be applied in order to quantify such impact. Provided that Aedifica UK Management Limited will not provide asset management services outside of the Group, the recoverable amount is considered to be zero. Therefore, the goodwill is entirely amortised on 31 December 2022 (£3,083 k, representing €3,479 k converted at closing rate). The impairment for the period amounts to €47 k in the Consolidated Income Statement (£40 k, converted at the average exchange rate for the period). Note 21: Intangible assets Intangible assets all have a limited useful life and consist mainly of computer software. Amortisation is recognised in income under the line ‘overheads’ (see Note 7). (x €1,000) 31/12/2022 31/12/2021 Gross value at the beginning of the year 3,353 2,698 Amortisations at the beginning of the year -1,419 -909 Carrying amount at the beginning of the year 1,934 1,790 Entries: items acquired separately 519 657 Disposals 0 -3 Amortisations to income statement -596 -511 Amortisations related to acquisitions and disposals 0 1 CARRYING AMOUNT AT THE END OF THE YEAR 1,857 1,934 of which: Gross value 3,872 3,353 Amortisations -2,015 -1,419 Note 22: Investment properties 1. Overview of investment properties (x €1,000) 31/12/2022 31/12/2021 Marketable investment properties 5,365,071 4,651,161 + Right of use of plots of land 70,335 57,947 + Development projects 184,295 151,954 Investment properties 5,619,701 4,861,062 + Assets classified as held for sale 84,033 35,360 Investment properties including assets classified as held for sale, or real estate portfolio 5,703,734 4,896,422 - Development projects -184,295 -151,954 Marketable investment properties including assets classified as held for sale, or investment properties portfolio 5,519,439 4,744,468 All investment properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain. Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €84.0 million as of 31 December 2022. They mainly relate to eight care properties in the United Kingdom, six care properties in Germany and one care property in Belgium that are considered to be non-strategic assets. Development projects are detailed in the ‘Portfolio’ chapter included in the present Annual Financial Report. 168 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Sensitivity analysis 31/12/2022 Change in inflation Change in discount rate +1.00% +0.50% -0.50% -1.00% +1.00% +0.50% -0.50% -1.00% Change of recoverable amount (in %) 30% 14% -12% -22% -24% -13% 15% 33% Sensitivity analysis 31/12/2021 Change in inflation Change in discount rate +1.00% +0.50% -0.50% -1.00% +1.00% +0.50% -0.50% -1.00% Change of recoverable amount (in %) 28% 13% -11% -19% -22% -12% 14% 31% The sensitivity analysis does not consider the effect of one variable on the others, because there is no consensus on the methodology to be applied in order to quantify such impact. Provided that Aedifica UK Management Limited will not provide asset management services outside of the Group, the recoverable amount is considered to be zero. Therefore, the goodwill is entirely amortised on 31 December 2022 (£3,083 k, representing €3,479 k converted at closing rate). The impairment for the period amounts to €47 k in the Consolidated Income Statement (£40 k, converted at the average exchange rate for the period). Note 21: Intangible assets Intangible assets all have a limited useful life and consist mainly of computer software. Amortisation is recognised in income under the line ‘overheads’ (see Note 7). (x €1,000) 31/12/2022 31/12/2021 Gross value at the beginning of the year 3,353 2,698 Amortisations at the beginning of the year -1,419 -909 Carrying amount at the beginning of the year 1,934 1,790 Entries: items acquired separately 519 657 Disposals 0 -3 Amortisations to income statement -596 -511 Amortisations related to acquisitions and disposals 0 1 CARRYING AMOUNT AT THE END OF THE YEAR 1,857 1,934 of which: Gross value 3,872 3,353 Amortisations -2,015 -1,419 Note 22: Investment properties 1. Overview of investment properties (x €1,000) 31/12/2022 31/12/2021 Marketable investment properties 5,365,071 4,651,161 + Right of use of plots of land 70,335 57,947 + Development projects 184,295 151,954 Investment properties 5,619,701 4,861,062 + Assets classified as held for sale 84,033 35,360 Investment properties including assets classified as held for sale, or real estate portfolio 5,703,734 4,896,422 - Development projects -184,295 -151,954 Marketable investment properties including assets classified as held for sale, or investment properties portfolio 5,519,439 4,744,468 All investment properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain. Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €84.0 million as of 31 December 2022. They mainly relate to eight care properties in the United Kingdom, six care properties in Germany and one care property in Belgium that are considered to be non-strategic assets. Development projects are detailed in the ‘Portfolio’ chapter included in the present Annual Financial Report. The evolution of the marketable investment properties and development projects is detailed in the following table: (x €1,000) Marketable investment properties Development projects TOTAL CARRYING AMOUNT AS OF 01/01/2021 3,615,394 141,320 3,756,714 Acquisitions 609,003 16,369 625,372 Disposals -53,134 - -53,134 Capitalised interest charges - 3,321 3,321 Capitalised development costs - 1,117 1,117 Other capitalised expenses 11,110 272,253 283,363 Spreading of rental gratuities and concessions 10,637 - 10,637 Transfers due to completion 289,139 -289,139 - Changes in fair value (see Note 11) 154,623 6,692 161,315 Other expenses booked in the income statement - - - Net exchange difference on foreign operation 43,621 21 43,642 Assets classified as held for sale -29,232 - -29,232 CARRYING AMOUNT AS OF 31/12/2021 4,651,161 151,954 4,803,115 CARRYING AMOUNT AS OF 01/01/2022 4,651,161 151,954 4,803,115 Acquisitions 425,053 42,028 467,081 Disposals -34,930 - -34,930 Capitalised interest charges - 3,953 3,953 Capitalised development costs - 801 801 Other capitalised expenses 4,388 304,558 308,946 Spreading of rental gratuities and concessions 11,658 - 11,658 Transfers due to completion 322,639 -322,639 - Changes in fair value (see Note 11) 81,851 4,258 86,109 Other expenses booked in the income statement - - - Net exchange difference on foreign operation -48,077 -618 -48,695 Assets classified as held for sale -48,672 - -48,672 CARRYING AMOUNT AS OF 31/12/2022 5,365,071 184,295 5,549,366 The main impact on net exchange difference on foreign operation is generated by the Group’s operations in British pound sterling and, to a lesser extent, its operations in Swedish krona. For more details on the currency valuation method applied within the Group, see Note 2. The fair value of the marketable investment properties as of 31 December 2022 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.51% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2022 Annual Financial Report). A positive 0.10% change in the capitalisation rate would lead to a negative change of approx. €97 million in the portfolio’s fair value. 2. Acquisitions during the financial year Acquisitions made during a financial year, as detailed in the Financial Review included in the present Annual Financial Report, can be realised in four ways: - Acquisition of a property directly, paid in cash, presented under the item ‘Purchase of Investment Properties and Development Projects’ of the cash flow statement; - Acquisition of a property, paid in shares, these transactions are not included in the cash flow statement as they do not generate cash flow; - Acquisition of the company owning a property, paid in cash, shown under the item ‘Purchase of Real Estate companies’ of the cash flow statement for the amount of the shares bought; - Acquisition of the company owning a property, paid in shares, these transactions are not included in the cash flow statement as they do not generate cash flow. (x €1,000) 31/12/2022 31/12/2021 Marketable investment properties Properties against cash 217,511 430,205 Properties against shares 23 46,437 Companies against cash 154,078 132,361 Companies against shares 53,442 0 Development projects Properties against cash 31,643 11,799 Properties against shares 0 0 Companies against cash 10,385 4,570 Companies against shares 0 0 TOTAL 467,081 625,372 – 169 – Corporate governance Risk factors Financial statements Additional information The amount of €249,153 K included in the cash flow statement under the heading ‘Purchase of Investment Properties and Development Projects’ comprises the sum of the properties paid in cash. The amount of €151,855 K included in the cash flow statement under the heading ‘Purchase of Real Estate companies’ comprises among other things the sum of the companies paid in cash. 3. Assessment method and unobservable data All investment properties are considered to be at ‘level 3’ on the fair value scale defined under IFRS 13. This scale includes three levels: Level 1: observable listed prices in active markets; Level 2: observable data other than the listed prices included in level 1; Level 3: unobservable data. During the 2022 financial year, there were no transfers between level 1, level 2 and level 3. The valuation methodologies (approach under which a capitalisation rate is applied to the estimated rental value and another approach based on the present value of future cash flows) are described in section 1.11 of the standing documents of the present Annual Financial Report. The quantitative information presented below in relation to the determination of the fair value of investment properties based on unobservable data (level 3) is taken from various reports produced by the valuation experts: Type of asset Fair value as of 31/12/2022 (x €1,000) Assessment method Unobservable data 1 Min Max Weighted average HEALTHCARE REAL ESTATE 5,449,104 Belgium 1,299,390 DCF & Capitalisation ERV / m² 90 250 133 Inflation 2.3% 2.4% 2.3% Discount rate 4.9% 8.4% 6.1% Capitalisation rate 4.0% 8.2% 5.0% Residual maturity (year) 3 29 20 Netherlands 640,102 DCF & Capitalisation ERV / m² 42 313 141 Inflation 2.0% 3.0% 3.0% Discount rate 4.5% 8.0% 5.9% Capitalisation rate 4.5% 5.2% 4.7% Residual maturity (year) 8 25 17 Germany 1,197,566 DCF ERV / m² 32 210 118 Inflation 2.0% 2.0% 2.0% Discount rate 3.8% 7.4% 5.3% Residual maturity (year) 1 30 22 United Kingdom 959,740 Capitalisation ERV / m² 63 350 184 Capitalisation rate 4.1% 14.5% 5.5% Residual maturity (year) 11 35 22 Finland 984,800 DCF ERV / m² 127 322 220 Inflation 2.0% 2.0% 2.0% Discount rate 4.1% 9.8% 4.8% Residual maturity (year) 0 25 12 Sweden 76,880 DCF ERV / m² 2,195 3,547 2,626 Inflation 2.0% 2.0% 2.0% Discount rate 6.7% 7.2% 7.0% Residual maturity (year) 1 18 12 Ireland 289,126 Capitalisation ERV / m² 47 351 239 Capitalisation rate 4.5% 5.0% 4.9% Residual maturity (year) 19 25 24 Spain 2 1,500 DCF ERV / m² 0 0 0 DEVELOPMENT PROJECTS 184,295 DCF & Capitalisation ERV / m² 8 275 143 Inflation 1.4% 3.0% 1.5% Discount rate 3.3% 8.0% 2.6% Capitalisation rate 4.3% 7.6% 4.8% Residual maturity (year) 12 30 12 Total 5,633,399 1. ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the exchange rate of 31 December 2022 (0.88617 €/£ and 11.17069 €/SEK). 2. Spain: No unobservable data is disclosed as there is no operational marketable investment property as per 31 December 2022. 170 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review The amount of €249,153 K included in the cash flow statement under the heading ‘Purchase of Investment Properties and Development Projects’ comprises the sum of the properties paid in cash. The amount of €151,855 K included in the cash flow statement under the heading ‘Purchase of Real Estate companies’ comprises among other things the sum of the companies paid in cash. 3. Assessment method and unobservable data All investment properties are considered to be at ‘level 3’ on the fair value scale defined under IFRS 13. This scale includes three levels: Level 1: observable listed prices in active markets; Level 2: observable data other than the listed prices included in level 1; Level 3: unobservable data. During the 2022 financial year, there were no transfers between level 1, level 2 and level 3. The valuation methodologies (approach under which a capitalisation rate is applied to the estimated rental value and another approach based on the present value of future cash flows) are described in section 1.11 of the standing documents of the present Annual Financial Report. The quantitative information presented below in relation to the determination of the fair value of investment properties based on unobservable data (level 3) is taken from various reports produced by the valuation experts: Type of asset Fair value as of 31/12/2022 (x €1,000) Assessment method Unobservable data 1 Min Max Weighted average HEALTHCARE REAL ESTATE 5,449,104 Belgium 1,299,390 DCF & Capitalisation ERV / m² 90 250 133 Inflation 2.3% 2.4% 2.3% Discount rate 4.9% 8.4% 6.1% Capitalisation rate 4.0% 8.2% 5.0% Residual maturity (year) 3 29 20 Netherlands 640,102 DCF & Capitalisation ERV / m² 42 313 141 Inflation 2.0% 3.0% 3.0% Discount rate 4.5% 8.0% 5.9% Capitalisation rate 4.5% 5.2% 4.7% Residual maturity (year) 8 25 17 Germany 1,197,566 DCF ERV / m² 32 210 118 Inflation 2.0% 2.0% 2.0% Discount rate 3.8% 7.4% 5.3% Residual maturity (year) 1 30 22 United Kingdom 959,740 Capitalisation ERV / m² 63 350 184 Capitalisation rate 4.1% 14.5% 5.5% Residual maturity (year) 11 35 22 Finland 984,800 DCF ERV / m² 127 322 220 Inflation 2.0% 2.0% 2.0% Discount rate 4.1% 9.8% 4.8% Residual maturity (year) 0 25 12 Sweden 76,880 DCF ERV / m² 2,195 3,547 2,626 Inflation 2.0% 2.0% 2.0% Discount rate 6.7% 7.2% 7.0% Residual maturity (year) 1 18 12 Ireland 289,126 Capitalisation ERV / m² 47 351 239 Capitalisation rate 4.5% 5.0% 4.9% Residual maturity (year) 19 25 24 Spain 2 1,500 DCF ERV / m² 0 0 0 DEVELOPMENT PROJECTS 184,295 DCF & Capitalisation ERV / m² 8 275 143 Inflation 1.4% 3.0% 1.5% Discount rate 3.3% 8.0% 2.6% Capitalisation rate 4.3% 7.6% 4.8% Residual maturity (year) 12 30 12 Total 5,633,399 1. ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the exchange rate of 31 December 2022 (0.88617 €/£ and 11.17069 €/SEK). 2. Spain: No unobservable data is disclosed as there is no operational marketable investment property as per 31 December 2022. The remaining economic life of the asset is not formally determined, but implicitly recognised through the discount rate and the exit yield in case of DCF method or implicitly recognised through the capitalisation rate used for the activation method, including a factor for building obsolescence. In all cases, this remaining economic life is at least equal to the remaining term of the current lease. The same principle applies to the operational margin of the operators, which is implicity taken into account in the discount rate and the capitalisation rate. For other unobservable input not included in the table above, see section 1 of the ‘Portfolio’ chapter and ‘Overview of investment properties’ in the ‘Additional information’ chapter. The valuation of the buildings is based on an occupancy rate of 100% for the entire healthcare real estate portfolio. The different parameters applied in the capitalisation method can vary depending on the location of the assets, the quality of the building, quality of the operator, lease length, the size of the building, square metre per unit, etc., which explains the significant differences between the minimum and maximum amounts for these unobservable data. Moreover, these unobservable data may be linked. The capitalisation rate is determined by the valuation expert based on economic data and benchmarking and takes into account a risk premium. One of the variables that affect the risk premium is related to climate change. Type of asset Fair value as of 31/12/2021 (x €1,000) Assessment method Unobservable data 1 Min Max Weighted average HEALTHCARE REAL ESTATE 4,686,521 Belgium 1,213,217 DCF & Capitalisation ERV / m² 77 279 128 Inflation 1.5% 1.8% 1.6% Discount rate 4.7% 6.9% 5.4% Capitalisation rate 3.7% 7.6% 5.0% Residual maturity (year) 3 29 22 Netherlands 564,105 DCF & Capitalisation ERV / m² 39 305 135 Inflation 1.8% 2.0% 1.9% Discount rate 4.5% 8.0% 5.9% Capitalisation rate 4.0% 12.5% 5.6% Residual maturity (year) 10 26 18 Germany 1,057,513 DCF ERV / m² 39 225 119 Inflation 2.0% 2.0% 2.0% Discount rate 4.1% 7.0% 5.5% Residual maturity (year) 1 30 23 United Kingdom 821,666 Capitalisation ERV / m² 63 344 174 Capitalisation rate 4.6% 12.9% 6.0% Residual maturity (year) 12 35 22 Finland 859,850 DCF ERV / m² 127 295 206 Inflation 1.9% 1.9% 1.9% Discount rate 3.8% 9.5% 4.5% Residual maturity (year) 2 25 12 Sweden 78,329 DCF ERV / m² 2,195 3,547 2,629 Inflation 2.0% 2.0% 2.0% Discount rate 6.1% 6.7% 6.5% Residual maturity (year) 2 19 13 Ireland 91,841 Capitalisation ERV / m² 47 276 198 Capitalisation rate 4.5% 5.1% 4.9% Residual maturity (year) 24 25 24 DEVELOPMENT PROJECTS 150,449 DCF & Capitalisation ERV / m² 58 280 165 Inflation 1.5% 2.0% 1.6% Discount rate 3.2% 6.9% 4.1% Capitalisation rate 3.6% 7.0% 4.8% Residual maturity (year) 9 35 24 Total 4,836,970 1. ERV / m²: This ratio, expressed in local currency, is obtained by averaging by country the following calculation per asset: fair value weighted ERV/square metres. The ERV/m² can be converted to Group currency based on the exchange rate of 31 December 2021 (0.84119 €/£ and 10.2887 €/SEK). – 171 – Corporate governance Risk factors Financial statements Additional information The fair value is supported by market evidence and is based on valuations provided by valuation experts with relevant and recognised professional qualifications and recent experience in the geographic areas and property types included in Aedifica’s portfolio. In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the eleven valuation experts appointed by the Company. These valuations are based on: - information provided by the Company such as contractual rents, rental contracts, investment budgets, etc. These data are extracted from the Company’s information system and are thus subject to the Company’s internal control environment; - assumptions and valuation models used by the valuation experts, based on their professional judgment and market knowledge. Reports provided by the valuation experts are reviewed by the Company’s Senior Valuation & Asset Manager, the Group Controller and the Executive Managers. This includes a review of the changes in fair value over the period. When the Executive Managers consider that the valuation reports of the valuation experts are coherent, the valuation report is submitted to the Audit Committee. Following a favourable opinion of the Audit and Risk Committee, these reports are submitted to the Board of Directors. The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is generally as follows (all else being equal): Unobservable data Effect on the fair value in case of decrease of the unobservable input value in case of increase of the unobservable input value ERV / m² negative positive Capitalisation rate positive negative Inflation negative positive Discount rate positive negative Residual maturity (year) negative positive Interrelations between unobservable data are possible, as they are determined in part by market conditions. Note 23: Other tangible assets (x €1,000) 31/12/2022 31/12/2021 Gross value at beginning of the period 5,513 4,944 Depreciation at beginning of period -3,144 -2,131 Carrying amount at beginning of period 2,369 2,813 Additions 1,519 763 Disposals -379 -59 Depreciations to income statement -1,272 -1,148 Depreciations related to acquisitions and disposals 337 1 Transfers to equity due to foreign currency operations 0 0 CARRYING AMOUNT AT END OF PERIOD 2,573 2,369 of which: Gross value (excl. IFRS 16) 2,679 2,332 Right of use assets (in accordance with IFRS 16) 3,973 3,180 Depreciations (excl. IFRS 16) -1,958 -1,635 Depreciations on right of use assets (in accordance with IFRS 16) -2,121 -1,509 Depreciation is recognised in income under the line ‘overheads’ (see Note 7). 172 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review The fair value is supported by market evidence and is based on valuations provided by valuation experts with relevant and recognised professional qualifications and recent experience in the geographic areas and property types included in Aedifica’s portfolio. In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the eleven valuation experts appointed by the Company. These valuations are based on: - information provided by the Company such as contractual rents, rental contracts, investment budgets, etc. These data are extracted from the Company’s information system and are thus subject to the Company’s internal control environment; - assumptions and valuation models used by the valuation experts, based on their professional judgment and market knowledge. Reports provided by the valuation experts are reviewed by the Company’s Senior Valuation & Asset Manager, the Group Controller and the Executive Managers. This includes a review of the changes in fair value over the period. When the Executive Managers consider that the valuation reports of the valuation experts are coherent, the valuation report is submitted to the Audit Committee. Following a favourable opinion of the Audit and Risk Committee, these reports are submitted to the Board of Directors. The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is generally as follows (all else being equal): Unobservable data Effect on the fair value in case of decrease of the unobservable input value in case of increase of the unobservable input value ERV / m² negative positive Capitalisation rate positive negative Inflation negative positive Discount rate positive negative Residual maturity (year) negative positive Interrelations between unobservable data are possible, as they are determined in part by market conditions. Note 23: Other tangible assets (x €1,000) 31/12/2022 31/12/2021 Gross value at beginning of the period 5,513 4,944 Depreciation at beginning of period -3,144 -2,131 Carrying amount at beginning of period 2,369 2,813 Additions 1,519 763 Disposals -379 -59 Depreciations to income statement -1,272 -1,148 Depreciations related to acquisitions and disposals 337 1 Transfers to equity due to foreign currency operations 0 0 CARRYING AMOUNT AT END OF PERIOD 2,573 2,369 of which: Gross value (excl. IFRS 16) 2,679 2,332 Right of use assets (in accordance with IFRS 16) 3,973 3,180 Depreciations (excl. IFRS 16) -1,958 -1,635 Depreciations on right of use assets (in accordance with IFRS 16) -2,121 -1,509 Depreciation is recognised in income under the line ‘overheads’ (see Note 7). Note 24: Non-current financial assets and other financial liabilities (x €1,000) 31/12/2022 31/12/2021 Receivables Collateral 135 93 Other non-current receivables 8,968 666 Assets at fair value through profit or loss Hedging instruments (see Note 33) 123,219 6,720 TOTAL NON-CURRENT FINANCIAL ASSETS 132,322 7,479 Liabilities at fair value through profit or loss Hedging instruments (see Note 33) -2,299 -20,575 Other -6,291 -5,697 Total non-current financial liabilities Hedging instruments (see Note 33) -1,559 -12,751 Non current lease liability (in accordance with IFRS 16) -72,083 -57,131 TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES -82,232 -96,154 Total current financial liabilities Current lease liability (in accordance with IFRS 16) -3,487 -2,616 TOTAL OTHER CURRENT FINANCIAL LIABILITIES -3,487 -2,616 The collateral at fair value (€135 k; 31 December 2021: €93 k) includes blocked funds in Germany; the United Kingdom and Finland. ‘Other non-current receivables’ corresponds to the receivables from MMCG 2 DEVCO 2 Limited and MMCG 2 DEVCO 3 Limited (subsidiaries accounted for using the equity method). Assets and liabilities recognised at fair value through profit or loss consist primarily of hedging instruments. However, they hedge interest rate risks. The cash flows generated by all hedges, as well as the changes in fair value taken into income, are presented in Notes 14 and 16. The other liabilities recognised at fair value through profit or loss (€6,291 k; 31 December 2021: €5,697 k) include the put options granted to non- controlling shareholders (see Notes 16 and 43). Note 25: Deferred taxes The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They generally result from the temporary difference between the buildings’ fair value and the assessed value used for tax purposes. The increase in deferred taxes is mainly due to the increase in the fair value of the properties. Changes in deferred taxes are as follows (see also Note 18): (x €1,000) Assets Liabilities CARRYING AMOUNT AS OF 01/01/2021 2,902 -74,609 Originations -135 -45,774 Reversals 102 -388 Scope changes 246 -511 CARRYING AMOUNT AS OF 31/12/2021 3,116 -121,283 (x €1,000) Assets Liabilities CARRYING AMOUNT AS OF 01/01/2022 3,116 -121,283 Originations 1,547 -47,112 Reversals 0 4,278 Scope changes 0 0 CARRYING AMOUNT AS OF 31/12/2022 4,662 -164,117 – 173 – Corporate governance Risk factors Financial statements Additional information Note 26: Trade receivables (x €1,000) 31/12/2022 31/12/2021 TRADE RECEIVABLES - NET VALUE 23,577 20,434 It is anticipated that the carrying amount of trade receivables will be recovered within twelve months. This carrying amount represents an estimate of the fair value of assets that do not generate interest. The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€67.9 million) received from tenants to cover their commitments. In the United Kingdom, collateral on the companies is used as a guarantee. The carrying amount on the balance sheet is presented net of the provision for doubtful debts. Thus, the risk of exposure to credit risk is reflected in the carrying amount of receivables recognised on the balance sheet. Trade receivables are analysed as follows: (x €1,000) 31/12/2022 31/12/2021 under 90 days 2,009 3,304 over 90 days 2,137 1,727 Subtotal 4,146 5,031 Not due 25,085 19,471 Write-downs -5,654 -4,068 CARRYING AMOUNT 23,577 20,434 Write-downs have evolved as follows: (x €1,000) 31/12/2022 31/12/2021 At beginning of period -4,068 -3,383 Addition -1,722 -770 Utilisation 26 0 Reversal 109 86 Mergers / Transfers 0 0 AT END OF PERIOD -5,654 -4,068 Note 27 : Tax receivables and other current assets (x €1,000) 31/12/2022 31/12/2021 Tax 9,282 5,981 Other 991 1,387 TOTAL 10,273 7,368 Tax receivables are composed of tax credits. Note 28: Cash and cash equivalents (x €1,000) 31/12/2022 31/12/2021 Short-term deposits 0 0 Cash at bank and in hands 13,891 15,335 TOTAL 13,891 15,335 174 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 26: Trade receivables (x €1,000) 31/12/2022 31/12/2021 TRADE RECEIVABLES - NET VALUE 23,577 20,434 It is anticipated that the carrying amount of trade receivables will be recovered within twelve months. This carrying amount represents an estimate of the fair value of assets that do not generate interest. The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€67.9 million) received from tenants to cover their commitments. In the United Kingdom, collateral on the companies is used as a guarantee. The carrying amount on the balance sheet is presented net of the provision for doubtful debts. Thus, the risk of exposure to credit risk is reflected in the carrying amount of receivables recognised on the balance sheet. Trade receivables are analysed as follows: (x €1,000) 31/12/2022 31/12/2021 under 90 days 2,009 3,304 over 90 days 2,137 1,727 Subtotal 4,146 5,031 Not due 25,085 19,471 Write-downs -5,654 -4,068 CARRYING AMOUNT 23,577 20,434 Write-downs have evolved as follows: (x €1,000) 31/12/2022 31/12/2021 At beginning of period -4,068 -3,383 Addition -1,722 -770 Utilisation 26 0 Reversal 109 86 Mergers / Transfers 0 0 AT END OF PERIOD -5,654 -4,068 Note 27 : Tax receivables and other current assets (x €1,000) 31/12/2022 31/12/2021 Tax 9,282 5,981 Other 991 1,387 TOTAL 10,273 7,368 Tax receivables are composed of tax credits. Note 28: Cash and cash equivalents (x €1,000) 31/12/2022 31/12/2021 Short-term deposits 0 0 Cash at bank and in hands 13,891 15,335 TOTAL 13,891 15,335 Note 29: Deferred charges and accrued income (x €1,000) 31/12/2022 31/12/2021 Accrued rental income 0 -268 Deferred property charges 525 602 Accrued interests and deferred financial charges 1,485 16 Deferred charges on future projects 5,513 2,119 Other 635 2,693 TOTAL 8,158 5,162 Note 30: Equity Aedifica has completed three capital increases during the 2022 financial year: - 18 May 2022: capital increase of approx. €7.5 million (including share premium) by way of the contribution in kind of the building and plot of land of the Résidence Véronique care home in Somme-Leuze (Belgium) in Aedifica NV/SA; - 29 June 2022: capital increase of approx. €254.5 million (including share premium) by issuing 2,925,000 new Aedifica shares in the context of an accelerated private placement (‘accelerated bookbuilding’) with institutional investors; - 6 July 2022: capital increase of approx. €47 million (including share premium) by way of the contribution in kind of the building and plot of land of two care properties in Bruges and Ghent (Belgium) in Aedifica NV/SA. The capital has evolved in the following manner since the beginning of the financial year: Number of shares Capital (x €1,000) Situation at the beginning of the previous year 33,086,572 873,081 Capital increase of 15 June 2021 2,800,000 73,886 Capital increase of 29 June 2021 184,492 4,868 Capital increase of 8 September 2021 237,093 6,256 Situation at the end of the previous year 36,308,157 958,092 Capital increase of 18 May 2022 74,172 1,957 Capital increase of 29 June 2022 2,925,000 77,184 Capital increase of 6 July 2022 547,914 14,458 Situation at the end of the year 39,855,243 1,051,692 Capital is presented above before subtracting the costs of raising capital (the capital value presented on the balance sheet, is shown net of these costs, in accordance with IFRS). The table below lists Aedifica’s shareholders holding more than 5% of the voting rights (as of 31 December 2022, based on the number of shares held by the shareholders concerned on 23 September 2022 – see also section 3.3 ‘Shareholding structure’ of the ‘Financial Review’ chapter). As at the closing date of this Annual Financial Report, Aedifica has not received any additional transparency notifications that would change the situation on 23 September 2022. Declarations of transparency and control strings are available on Aedifica’s website. According to Euronext’s definition, the free float is 100%. SHAREHOLDERS Voting rights (in %) BlackRock, Inc. 5.4 Other < 5% 94.6 Total 100.0 The capital increases are disclosed in the ‘Standing Documents’ section of the present Annual Financial Report. All subscribed shares are fully paid-up, with no par value. The shares are registered or dematerialised shares and grant one vote each. All 39,855,243 shares issued as of 31 December 2022 are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam. As at 31 December 2022, Aedifica NV/SA holds 277 treasury shares. The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors, by a maximum amount of: - 1) 50% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company, – 175 – Corporate governance Risk factors Financial statements Additional information - 2) 20% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for capital increases in the framework of the distribution of an optional dividend, - 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase, provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approves the authorisation. This authorisation is granted for a renewable period of two years, calculated from the publication of the minutes of the extraordinary general meeting of 28 July 2022, in the annexes to the Belgian Official Gazette. For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities. The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward and issue premiums as well as all equity components under the Company’s statutory IFRS financial statements (drawn up in accordance with the regulations applicable to the regulated real estate companies) which are subject to conversion into capital, with or without the creation of new securities. These capital increases can also be realised through the issue of convertible bonds, subscription rights or bonds repayable in shares or other securities which may give rise to the creation of the same securities. On 31 December 2022, the balance of the authorised capital amounts to: - 1) €525,845,767.86 for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company; - 2) €210,338,307.14 for capital increases in the framework of the distribution of an optional dividend; - 3) €105,169,153.57 for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase; provided that the capital within the context of the authorised capital can never be increased by an amount that exceeds the legal maximum amount of the capital of €1,051,691,535.73, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors. The Board of Directors has proposed a dividend distribution of €3.70 gross per share, i.e. a total dividend of €141,163 k, to be divided over two coupons (coupon no. 30: €1.8145; coupon no. 31: €1.8855). Taking into account the Royal Decree of 13 July 2014, on 31 December 2022 the available (statutory) reserves calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €1,048,761 k, after the dividend distribution proposed above (31 December 2021: €92,001 k). Detailed calculations are provided in the notes to the attached Abridged Statutory Accounts. Aedifica defines capital in accordance with IAS 1p134 as the sum of all equity accounts. The equity level is monitored using the consolidated debt-to-assets ratio (calculated in accordance with the provisions of the Royal Decree of 13 July 2014 – see Note 41), which cannot exceed 60% according to the credit agreements in place with the Company’s banks (see Notes 32 & 36). Equity is monitored with a view to the continuity of business activities and the financing of growth. Note 31: Provision Aedifica takes out group insurance for all of its employees and the members of its Executive Committee (Executive Managers). The purpose of these contributions is to provide the following benefits: - payment of a ‘Life’ benefit to the member if alive on the date of retirement; - payment of a ‘Death’ benefit to the member’s beneficiaries in the event of death before retirement; - payment of disability benefits in the event of a non-occupational accident or long-term illness; - exemption from premiums in the same cases. For Belgian employees, it consists of a defined contribution group insurance plan for which there are no personal contributions from the beneficiaries. In accordance with the law of 18 December 2015, Belgian workers benefit from a minimum guaranteed return on the ‘Life’ portion of the premiums. For ‘branch 21’ type insurance policies, the new guaranteed rate applies to new contributions (employer/personal) paid from 1 January 2016, but the old guarantee (3.25% on the employer’s contributions and 3.75% on the worker’s) remains applicable for the minimum reserve built up as at 31 December 2015. As from 2016, the minimum return required by the law on supplementary pensions fell to 1.75%. This may generate a liability in the employer’s accounts. This minimum return obligation is not applicable to the pension plan for the members of the Management Committee members with self-employed status. 176 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review - 2) 20% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for capital increases in the framework of the distribution of an optional dividend, - 3) 10% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase, provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that approves the authorisation. This authorisation is granted for a renewable period of two years, calculated from the publication of the minutes of the extraordinary general meeting of 28 July 2022, in the annexes to the Belgian Official Gazette. For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities. The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward and issue premiums as well as all equity components under the Company’s statutory IFRS financial statements (drawn up in accordance with the regulations applicable to the regulated real estate companies) which are subject to conversion into capital, with or without the creation of new securities. These capital increases can also be realised through the issue of convertible bonds, subscription rights or bonds repayable in shares or other securities which may give rise to the creation of the same securities. On 31 December 2022, the balance of the authorised capital amounts to: - 1) €525,845,767.86 for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company; - 2) €210,338,307.14 for capital increases in the framework of the distribution of an optional dividend; - 3) €105,169,153.57 for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase; provided that the capital within the context of the authorised capital can never be increased by an amount that exceeds the legal maximum amount of the capital of €1,051,691,535.73, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors. The Board of Directors has proposed a dividend distribution of €3.70 gross per share, i.e. a total dividend of €141,163 k, to be divided over two coupons (coupon no. 30: €1.8145; coupon no. 31: €1.8855). Taking into account the Royal Decree of 13 July 2014, on 31 December 2022 the available (statutory) reserves calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €1,048,761 k, after the dividend distribution proposed above (31 December 2021: €92,001 k). Detailed calculations are provided in the notes to the attached Abridged Statutory Accounts. Aedifica defines capital in accordance with IAS 1p134 as the sum of all equity accounts. The equity level is monitored using the consolidated debt-to-assets ratio (calculated in accordance with the provisions of the Royal Decree of 13 July 2014 – see Note 41), which cannot exceed 60% according to the credit agreements in place with the Company’s banks (see Notes 32 & 36). Equity is monitored with a view to the continuity of business activities and the financing of growth. Note 31: Provision Aedifica takes out group insurance for all of its employees and the members of its Executive Committee (Executive Managers). The purpose of these contributions is to provide the following benefits: - payment of a ‘Life’ benefit to the member if alive on the date of retirement; - payment of a ‘Death’ benefit to the member’s beneficiaries in the event of death before retirement; - payment of disability benefits in the event of a non-occupational accident or long-term illness; - exemption from premiums in the same cases. For Belgian employees, it consists of a defined contribution group insurance plan for which there are no personal contributions from the beneficiaries. In accordance with the law of 18 December 2015, Belgian workers benefit from a minimum guaranteed return on the ‘Life’ portion of the premiums. For ‘branch 21’ type insurance policies, the new guaranteed rate applies to new contributions (employer/personal) paid from 1 January 2016, but the old guarantee (3.25% on the employer’s contributions and 3.75% on the worker’s) remains applicable for the minimum reserve built up as at 31 December 2015. As from 2016, the minimum return required by the law on supplementary pensions fell to 1.75%. This may generate a liability in the employer’s accounts. This minimum return obligation is not applicable to the pension plan for the members of the Management Committee members with self-employed status. The amounts covered by way of long-term benefits granted to members of the Management Committee are included in the remuneration report in the 2022 annual financial report. In respect of these pension schemes, Aedifica held outsourced assets of €1.096 k as at 31 December 2022. An actuarial valuation (using the Traditional Unit Credit (TUC) method) provides that the liabilities are calculated on the basis of the actual built- up minimum reserves at valuation date projected with the minimum guaranteed rate and discounted at the discount rate as described in the IAS 19 standard. The assets are considered to correspond to the sum of the mathematical reserves per individual and the available portion of the financing fund. This valuation results in a net liability of €18 k as at 31 December 2022. In previous years, an additional defined contribution plan was introduced in Germany, the Netherlands and the United Kingdom. For these plans, the problem of having to recognise a provision does not arise since, according to IAS 19, this is not a ‘defined benefit’ plan. Note 32: Borrowings (x €1,000) 31/12/2022 31/12/2021 Non-current financial debts 2,017,256 1,756,679 Credit institutions 1,240,399 959,522 Other 776,857 797,157 Current financial debts 435,164 324,398 Credit institutions 172,164 48,398 Other 263,000 276,000 TOTAL 2,452,420 2,081,077 The classification between current and non-current financial debts is based on the maturity dates of the credit lines on which the drawings are made instead of the maturity dates of the drawings. On 31 December 2022, Aedifica had committed credit facilities totalling €2,334 million granted by 21 banks. - Aedifica can use up to €2,234 million depending on its needs, as long as the debt-to-assets ratio does not exceed 60% and other covenants are met (in line with market practice). Each withdrawal is made in euro for a period of up to 12 months, at a fixed margin set with reference to the Euribor rate prevailing at the time of the withdrawal. €228 million of these credits lines were directly contracted by Hoivatilat Oyj. - Aedifica also has amortising facilities with fixed interest rates between 0.8% and 6.0% amounting to €49 million and variable interest rates amounting to €51 million, of which €48 million are credits held directly or indirectly by Hoivatilat Oyj. Aedifica NV/SA also has a €500 million treasury notes programme, of which €350 million is available for treasury notes with a duration of less than one year and €150 million is available for treasury notes with a duration of more than one year. ISIN code Nominal amount (in € million) Maturity (years) Issue date Maturity date Coupon (%) BE6310388531 15 10 21/12/2018 21/12/2028 2.176% BE6322837863 40 7 25/06/2020 25/06/2027 1.466% BE6323122802 12 10 15/07/2020 15/07/2030 1.850% BE6325869145 10 7 16/12/2020 16/12/2027 1.274% BE6326201553 10 7 14/01/2021 14/01/2028 1.329% - Under this programme, Aedifica has completed 5 private placements (see table above) amounting to €87 million. These amounts are presented on line ‘Other’ of the ‘Non-current financial debts’. - As of 31 December 2022, the short-term portion of the treasury notes programme (listed under the heading ‘Other’ of ‘Current financial debts’) is used for an amount of €252 million. Hoivatilat Oyj also issues treasury notes in its own name. As of 31 December 2022, the outstanding amount was €11 million (listed under the heading ‘Other’ of ‘Current financial debts’). The entire outstanding amount of the treasury notes programme is fully backed by the available funds on confirmed long-term credit lines. – 177 – Corporate governance Risk factors Financial statements Additional information Moreover, in 2021, Aedifica successfully issued: - a bond (‘USPP’) of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively; - its first benchmark Sustainability Bond for an amount of €500 million with a tenor of 10 years and a coupon of 0.75% per annum. Loans contracted under Aedifica’s Sustainable Finance Framework or linked to sustainability KPIs amount to €884 million, of which €847 million is drawn on 31 December 2022 (34% of the drawn debt), highlighting the Group’s wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy. Over the course of the financial year, the average cost of debt amounted to 1.3% (1.4% in 2021) or 1.4% including commitment fees (1.5% in 2021). Taking into account the duration of the drawings, the carrying amount of the financial debts with variable interest rate approximates their fair value (€1,616 million). The interest rate hedges are discussed in Note 33. The fair value of the financial debts with fixed interest rate (€836 million) is estimated at €630 million. As of 31 December 2022, the Group did not mortgage or pledge any Belgian, Dutch, British or Irish building to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be secured as part of bank financing. As of 31 December 2022, the ratio between the secured financial debt and the total consolidated assets was 4%. Taking these elements into account, the maturity dates of Aedifica’s financial debts as of 31 December 2022 are as follows: Financial debt (in € million) 1 Lines Utilisation of which treasury notes 31/12/2023 578 423 263 31/12/2024 425 265 - 31/12/2025 531 170 - 31/12/2026 390 237 - 31/12/2027 532 430 50 31/12/2028 317 317 25 >31/12/2028 614 614 12 Total as of 31 December 2022 3,387 2,457 350 Weighted average maturity (in years) 2 4.0 4.7 - 1 Amounts in £ were converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£). 2 Without regard to short-term treasury notes. Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the financial debts a as at 31 December 2022 is 4.7 years. The available liquidity after deduction of the short-term commercial paper stood at €667million on 31 December 2022. Note 33: Hedging instruments Aedifica takes on a large proportion of its financial debts at floating rates and is therefore able, where appropriate, to benefit from low interest rates on the unsecured portion of its borrowings. In order to limit the interest rate risk, Aedifica has put in place hedges that allow for the conversion of floating-rate debt to fixed-rate debt, or to capped-rate debt (‘cash flow hedges’). Furthermore, the acquisition of the healthcare real estate portfolio in the United Kingdom in February 2019 has exposed the Group to foreign exchange risk. Aedifica hedges the net cash flows resulting from the financial income from intra-group loans, other intra-group revenues and the financial charges of the external debt in pound sterling, gradually, on a tranche-by-tranche basis, with forward contracts to smooth out exchange rate fluctuations. In the course of 2022, Aedifica has contracted floating-rate bank loans denominated in pound sterling and swapped them to fixed rate, providing a natural hedge against its exposure to assets in the United Kingdom. 178 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Moreover, in 2021, Aedifica successfully issued: - a bond (‘USPP’) of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively; - its first benchmark Sustainability Bond for an amount of €500 million with a tenor of 10 years and a coupon of 0.75% per annum. Loans contracted under Aedifica’s Sustainable Finance Framework or linked to sustainability KPIs amount to €884 million, of which €847 million is drawn on 31 December 2022 (34% of the drawn debt), highlighting the Group’s wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy. Over the course of the financial year, the average cost of debt amounted to 1.3% (1.4% in 2021) or 1.4% including commitment fees (1.5% in 2021). Taking into account the duration of the drawings, the carrying amount of the financial debts with variable interest rate approximates their fair value (€1,616 million). The interest rate hedges are discussed in Note 33. The fair value of the financial debts with fixed interest rate (€836 million) is estimated at €630 million. As of 31 December 2022, the Group did not mortgage or pledge any Belgian, Dutch, British or Irish building to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be secured as part of bank financing. As of 31 December 2022, the ratio between the secured financial debt and the total consolidated assets was 4%. Taking these elements into account, the maturity dates of Aedifica’s financial debts as of 31 December 2022 are as follows: Financial debt (in € million) 1 Lines Utilisation of which treasury notes 31/12/2023 578 423 263 31/12/2024 425 265 - 31/12/2025 531 170 - 31/12/2026 390 237 - 31/12/2027 532 430 50 31/12/2028 317 317 25 >31/12/2028 614 614 12 Total as of 31 December 2022 3,387 2,457 350 Weighted average maturity (in years) 2 4.0 4.7 - 1 Amounts in £ were converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£). 2 Without regard to short-term treasury notes. Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the financial debts a as at 31 December 2022 is 4.7 years. The available liquidity after deduction of the short-term commercial paper stood at €667million on 31 December 2022. Note 33: Hedging instruments Aedifica takes on a large proportion of its financial debts at floating rates and is therefore able, where appropriate, to benefit from low interest rates on the unsecured portion of its borrowings. In order to limit the interest rate risk, Aedifica has put in place hedges that allow for the conversion of floating-rate debt to fixed-rate debt, or to capped-rate debt (‘cash flow hedges’). Furthermore, the acquisition of the healthcare real estate portfolio in the United Kingdom in February 2019 has exposed the Group to foreign exchange risk. Aedifica hedges the net cash flows resulting from the financial income from intra-group loans, other intra-group revenues and the financial charges of the external debt in pound sterling, gradually, on a tranche-by-tranche basis, with forward contracts to smooth out exchange rate fluctuations. In the course of 2022, Aedifica has contracted floating-rate bank loans denominated in pound sterling and swapped them to fixed rate, providing a natural hedge against its exposure to assets in the United Kingdom. 1. Management of interest rate risk 1.1 Framework All hedges (interest rate swaps or ‘IRS’ and caps) are related to existing or highly probable risks. Aedifica applies hedge accounting to some derivatives initiated before 2017 that meet the criteria to allow hedge accounting. From 2017, in line with market practice, Aedifica chose not to apply hedge accounting to derivatives, even if they meet those strict criteria. The change in the fair value of the financial derivatives has no impact on EPRA Earnings, the main KPI for dividend distribution, and therefore the application of hedge accounting has limited added value. Nevertheless, all derivatives provide economic hedging against interest rate risk, regardless of their accounting method. All hedges are provided in the framework of the hedging policy set out in Note 36. The fair value of these instruments is assessed on the basis of the present value of the estimated expected cash flows based on market data. This fair value is adjusted in accordance with IFRS 13 to reflect the company’s own credit risk (‘debit valuation adjustment’ or ‘DVA’) and the counterparty’s credit risk (‘credit valuation adjustment’ or ‘CVA’). The tables below list the Company’s hedging instruments. INSTRUMENT Notional amount (x €1,000) Beginning Periodicity (months) Duration (years) Hedge accounting (yes/no) Interest rate (in %) Fair value (x €1,000) Analysis as at 31/12/2021 IRS 25,000 02/08/2019 3 8 Yes 0.33 -453 IRS 75,000 02/01/2020 3 2 No 0.33 -4 IRS 50,000 01/01/2021 3 3 Yes 0.80 -1,135 IRS 50,000 03/01/2022 3 2 Yes 0.73 -1,063 IRS 25,000 02/05/2019 3 6 Yes 1.10 -1,115 IRS 50,000 01/02/2022 3 2 No 0.34 -647 IRS 25,000 01/07/2019 3 6 No 1.69 -1,620 IRS 50,000 01/07/2024 3 4 No 0.08 353 IRS 1 2,917 30/09/2019 3 12 No 1.55 -224 IRS 50,000 01/01/2021 3 2 Yes 0.64 -584 IRS 2 9,021 01/04/2011 3 32 Yes 4.89 -4,996 IRS 25,000 03/02/2020 3 10 Yes 0.66 -1,022 IRS 15,000 01/07/2019 3 10 No 2.01 -2,148 IRS 8,000 01/07/2019 3 10 No 2.05 -1,170 IRS 12,000 01/07/2019 3 10 No 1.99 -1,704 IRS 50,000 01/02/2022 3 3 No 0.46 -941 IRS 2 21,388 31/07/2014 3 29 No 4.39 -9,139 IRS 25,000 03/07/2019 3 10 No 1.04 -1,781 IRS 200,000 01/07/2024 3 4 No -0.02 2,231 IRS 50,000 01/11/2019 3 5 Yes 0.78 -1,411 IRS 50,000 03/01/2022 3 1 Yes 0.65 -586 IRS 7,500 03/12/2018 1 5 No 0.46 -123 IRS 5,000 11/12/2018 1 5 No 0.66 -98 IRS 7,500 03/12/2018 3 5 No 0.47 -124 IRS 5,000 27/12/2018 6 5 No 0.7 -101 IRS 10,000 19/03/2019 6 5 No 0.83 -269 IRS 15,000 31/03/2020 1 5 No 0.46 -288 IRS 10,000 01/12/2018 1 5 No 0.63 -192 IRS 50,000 03/02/2025 3 4 No 0.15 295 IRS 100,000 01/07/2024 3 4 No 0.07 763 IRS 50,000 01/07/2024 3 4 No 0.12 276 IRS 50,000 02/01/2025 3 4 No 0.05 494 IRS 50,000 02/01/2025 3 4 No 0.06 477 IRS 50,000 01/11/2019 3 3 Yes 0.39 -387 CAP 50,000 01/05/2020 3 2 No 0.00 0 CAP 50,000 01/11/2016 3 5 No 0.50 0 CAP 50,000 01/11/2019 3 2 No 0.50 0 CAP 50,000 01/11/2017 3 4 No 0.25 0 CAP 200,000 01/01/2024 3 1 No 0.00 401 CAP 100,000 04/01/2021 3 4 No 0.25 568 CAP 100,000 01/07/2021 3 3 No 0.00 431 CAP 50,000 01/07/2021 3 3 No 0.00 216 CAP 50,000 01/07/2021 3 3 No 0.00 216 TOTAL 1,978,326 -26,606 1. Notional amount depreciable over the duration of the swap. 2. Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years. – 179 – Corporate governance Risk factors Financial statements Additional information INSTRUMENT Notional amount 3 (x €1,000) Beginning Periodicity (months) Duration (years) Hedge accounting (yes/no) Interest rate (in %) Fair value (x €1,000) Analysis as at 31/12/2022 IRS 25,000 02/08/2019 3 8 Yes 0.33 2,972 IRS 50,000 01/01/2021 3 3 No 0.80 1,170 IRS 50,000 03/01/2022 3 2 No 0.73 1,203 IRS 25,000 02/05/2019 3 6 Yes 1.10 1,303 IRS 50,000 01/02/2022 3 2 No 0.34 1,511 IRS 25,000 01/07/2019 3 6 No 1.69 916 IRS 50,000 01/07/2024 3 4 No 0.08 5,302 IRS 50,000 02/01/2023 3 2 No 2.80 445 IRS 50,000 02/01/2023 3 2 No 2.67 568 IRS 50,000 02/01/2023 3 5 No 2.50 1,399 IRS 1 2,625 30/09/2019 3 12 No 1.55 173 IRS 50,000 01/01/2021 3 2 Yes 0.64 1 IRS 2 8,778 01/04/2011 3 32 Yes 4.89 -1,559 IRS 25,000 03/02/2020 3 10 Yes 0.66 3,615 IRS 15,000 01/07/2019 3 10 No 2.01 945 IRS 8,000 01/07/2019 3 10 No 2.05 485 IRS 12,000 01/07/2019 3 10 No 1.99 767 IRS 50,000 01/02/2022 3 3 No 0.46 2,830 IRS 2 20,404 31/07/2014 3 29 No 4.39 -2,299 IRS 25,000 03/07/2019 3 10 No 1.04 3,106 IRS 200,000 01/07/2024 3 4 No -0.02 21,937 IRS 50,000 01/01/2023 3 3 No 1.58 2,276 IRS 50,000 01/11/2019 3 5 Yes 0.78 2,217 IRS 50,000 03/01/2022 3 1 No 0.65 1 IRS 50,000 03/02/2025 3 4 No 0.15 5,005 IRS 100,000 01/07/2024 3 4 No 0.07 10,654 IRS 50,000 01/07/2024 3 4 No 0.12 5,233 IRS 50,000 02/01/2023 3 4 No 1.30 3,435 IRS 50,000 02/01/2025 3 4 No 0.05 5,219 IRS 50,000 02/01/2025 3 4 No 0.06 5,201 IRS 56,422 28/07/2022 3 5 No 2.46 3,734 IRS 67,707 07/07/2022 3 5 No 2.43 4,535 IRS 56,422 28/07/2022 3 5 No 2.29 4,111 IRS 7,500 03/12/2018 1 5 No 0.46 182 IRS 5,000 11/12/2018 1 5 No 0.66 115 IRS 7,500 03/12/2018 3 5 No 0.47 181 IRS 5,000 27/12/2018 6 5 No 0.70 123 IRS 10,000 19/03/2019 6 5 No 0.83 283 IRS 15,000 31/03/2020 1 5 No 0.46 923 IRS 10,000 01/12/2018 1 5 No 0.63 226 CAP 200,000 01/01/2024 3 1 No 0.00 3,386 CAP 100,000 04/01/2021 3 4 No 0.25 5,895 CAP 100,000 01/07/2021 3 3 No 0.00 4,819 CAP 50,000 01/07/2021 3 3 No 0.00 2,409 CAP 50,000 01/07/2021 3 3 No 0.00 2,409 TOTAL 2,082,358 119,361 1. Notional amount depreciable over the duration of the swap. 2. Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years. 3. Notional amounts in £ are converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£). The total notional amount of €2,082 million presented in the table above is broken down as follows: - operational and active instruments: €1,082 million, of which €300 million caps; - instruments with forward start: €1,000 million. The total fair value of the hedging instruments presented in the table above (+€119,361 k) can be broken down as follows: €123,219 k on line I.E. of the asset side of the consolidated balance sheet and €3,858 k on line I.C.a. of the liability side of the consolidated balance sheet. Taking into account the carrying amount of the upfront premiums paid for the caps (€454 k), the effect of the changes in fair value of interest rate hedging instruments on equity amounts to €118,908 k. 180 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review INSTRUMENT Notional amount 3 (x €1,000) Beginning Periodicity (months) Duration (years) Hedge accounting (yes/no) Interest rate (in %) Fair value (x €1,000) Analysis as at 31/12/2022 IRS 25,000 02/08/2019 3 8 Yes 0.33 2,972 IRS 50,000 01/01/2021 3 3 No 0.80 1,170 IRS 50,000 03/01/2022 3 2 No 0.73 1,203 IRS 25,000 02/05/2019 3 6 Yes 1.10 1,303 IRS 50,000 01/02/2022 3 2 No 0.34 1,511 IRS 25,000 01/07/2019 3 6 No 1.69 916 IRS 50,000 01/07/2024 3 4 No 0.08 5,302 IRS 50,000 02/01/2023 3 2 No 2.80 445 IRS 50,000 02/01/2023 3 2 No 2.67 568 IRS 50,000 02/01/2023 3 5 No 2.50 1,399 IRS 1 2,625 30/09/2019 3 12 No 1.55 173 IRS 50,000 01/01/2021 3 2 Yes 0.64 1 IRS 2 8,778 01/04/2011 3 32 Yes 4.89 -1,559 IRS 25,000 03/02/2020 3 10 Yes 0.66 3,615 IRS 15,000 01/07/2019 3 10 No 2.01 945 IRS 8,000 01/07/2019 3 10 No 2.05 485 IRS 12,000 01/07/2019 3 10 No 1.99 767 IRS 50,000 01/02/2022 3 3 No 0.46 2,830 IRS 2 20,404 31/07/2014 3 29 No 4.39 -2,299 IRS 25,000 03/07/2019 3 10 No 1.04 3,106 IRS 200,000 01/07/2024 3 4 No -0.02 21,937 IRS 50,000 01/01/2023 3 3 No 1.58 2,276 IRS 50,000 01/11/2019 3 5 Yes 0.78 2,217 IRS 50,000 03/01/2022 3 1 No 0.65 1 IRS 50,000 03/02/2025 3 4 No 0.15 5,005 IRS 100,000 01/07/2024 3 4 No 0.07 10,654 IRS 50,000 01/07/2024 3 4 No 0.12 5,233 IRS 50,000 02/01/2023 3 4 No 1.30 3,435 IRS 50,000 02/01/2025 3 4 No 0.05 5,219 IRS 50,000 02/01/2025 3 4 No 0.06 5,201 IRS 56,422 28/07/2022 3 5 No 2.46 3,734 IRS 67,707 07/07/2022 3 5 No 2.43 4,535 IRS 56,422 28/07/2022 3 5 No 2.29 4,111 IRS 7,500 03/12/2018 1 5 No 0.46 182 IRS 5,000 11/12/2018 1 5 No 0.66 115 IRS 7,500 03/12/2018 3 5 No 0.47 181 IRS 5,000 27/12/2018 6 5 No 0.70 123 IRS 10,000 19/03/2019 6 5 No 0.83 283 IRS 15,000 31/03/2020 1 5 No 0.46 923 IRS 10,000 01/12/2018 1 5 No 0.63 226 CAP 200,000 01/01/2024 3 1 No 0.00 3,386 CAP 100,000 04/01/2021 3 4 No 0.25 5,895 CAP 100,000 01/07/2021 3 3 No 0.00 4,819 CAP 50,000 01/07/2021 3 3 No 0.00 2,409 CAP 50,000 01/07/2021 3 3 No 0.00 2,409 TOTAL 2,082,358 119,361 1. Notional amount depreciable over the duration of the swap. 2. Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years. 3. Notional amounts in £ are converted into € based on the exchange rate of 31 December 2022 (0.88617 €/£). The total notional amount of €2,082 million presented in the table above is broken down as follows: - operational and active instruments: €1,082 million, of which €300 million caps; - instruments with forward start: €1,000 million. The total fair value of the hedging instruments presented in the table above (+€119,361 k) can be broken down as follows: €123,219 k on line I.E. of the asset side of the consolidated balance sheet and €3,858 k on line I.C.a. of the liability side of the consolidated balance sheet. Taking into account the carrying amount of the upfront premiums paid for the caps (€454 k), the effect of the changes in fair value of interest rate hedging instruments on equity amounts to €118,908 k. 1.2 Derivatives for which hedge accounting is applied (x €1,000) 31/12/2022 31/12/2021 Changes in fair of the derivatives Beginning of the year -11,514 -20,856 Changes in the effective portion of the fair value of hedging instruments (accrued interests) 17,972 4,273 Transfer to the income statement of interests paid on hedging instruments 3,258 3,641 Transfer to the reserve account regarding revoked designation 38 224 Transfer to the reserve account of the net gain or loss on matured hedges -180 1,204 AT YEAR-END 9,574 -11,514 The amounts recorded in equity will be transferred to net finance costs in line with the payment of interest on the hedged financial debt, between 1 January 2023 and 31 July 2043. The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (+€21,229 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2021 financial year (loss of €31 k) that was appropriated in 2022 by decision of the Annual General Meeting held in May 2022. These financial instruments are ‘level 2’ derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) amounts to €34 k as of 31 December 2022. 1.3 Derivatives for which hedge accounting is not applied The financial result includes an income of €124,962 k (31 December 2021: an income of €17,011 k), arising from the change in the fair value of derivatives for which hedge accounting is not applied (in line with IFRS 9, as listed in the aforementioned framework) and the linear amortisation of the fair value of terminated derivatives as of their date of termination, which amounts to a loss of €711 k (31 December 2021: a loss of €1,332 k) (see Note 16). The latter is recognised on line ‘II. H. Other comprehensive income, net of taxes’ of the Consolidated Statement of Comprehensive Income. These financial instruments are ‘level 2’ derivatives (as defined in IFRS 13p81). The financial result also includes the amortisation of the premiums paid at the time of the subscription to the caps, which amounts to €258 k (31 December 2021: €815 k). 1.4 Sensitivity analysis The fair value of the hedging instruments is determined by the interest rates on the financial markets. These changes partly explain the change in the fair value of the hedging instruments between 1 January 2022 and 31 December 2022. This resulted in an income of €124,286 k, recognised in the income statement, and to an income of €21,940 k, recognised in equity. A change in the interest rate curve would impact the fair value of instruments for which hedge accounting is applied (in accordance with IFRS 9), and recognised in equity (line ‘I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS’). All else being equal, a positive change of 10 bps of the interest rate curve at the balance sheet date would have a positive impact on equity in the amount of €466 k (€951 k on 31 December 2021). A negative change of 10 bps would have a negative impact in the same range. The impact of a change in the interest rate on the fair value of the instruments for which hedge accounting is not applied cannot be determined as precisely, since options can be embedded within these instruments. The fair value of these options will change in a non-symmetric and non-linear pattern, and is a function of other parameters (e.g. volatility of interest rates). The sensitivity of the ‘mark-to- market’ value of these instruments to an increase of 10 bps of the interest rate is estimated to have a positive impact of €4,468 k (€3,670 k on 31 December 2021) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact of €4,493 k on the income statement (€3,635 k on 31 December 2021). 2. Management of foreign exchange risk All hedges (forward purchase contracts of foreign currencies) are related to existing or highly probable risks. The hedging instruments are derivatives for which Aedifica will not systematically apply hedge accounting and which provide economic hedging against foreign exchange risk. All hedges are provided in the framework of the hedging policy set out in Note 36. The fair value of these instruments is assessed on the basis of the present value of the estimated cash flows based on market data. These financial instruments are ‘level 2’ derivatives (according to IFRS 13p81). As of 31 December 2022, Aedifica had no hedging contracts in place. During the financial year, cash flows linked to Aedifica’s external debt denominated in pound steling have partially offset net cash flows resulting from financial income from intra-group loans, other intra- group revenues and capital expenditures in the United Kingdom. – 181 – Corporate governance Risk factors Financial statements Additional information Note 34: Trade payables and other current debts (x €1,000) 31/12/2022 31/12/2021 Trade debts 39,475 41,399 Exit tax 5,990 298 Taxes, social charges and salaries debts Tax 16,181 4,291 Salaries and social charges 5,013 3,928 Other Dividends of previous years 194 193 TOTAL 66,853 50,109 The majority of trade payables and other current debts (recognised as ‘financial liabilities at amortised cost’ under IFRS 9, excluding taxes covered by IAS 12 and remuneration and contributions to social security plans covered by IAS 19) should be settled within 12 months. The carrying amount constitutes an approximation of their fair value. Note 35: Accrued charges and deferred income (x €1,000) 31/12/2022 31/12/2021 Property income received in advance 13,594 10,198 Financial charges accrued 6,024 7,173 Other accrued charges 7,089 7,360 TOTAL 26,707 24,731 This increase is related to the Group’s international growth. Note 36: Financial risk management Aedifica’s financial policy aims to ensure permanent access to financing, monitor the debt-to-assets-ratio and monitor and minimise the interest rate and exchange rate risks. However, the Group remains subject to financing risks; a change in interest rates or exchange rates could have a negative impact on the Group’s assets, operations, financial position and prospects. 1. Debt structure Aedifica’s debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is detailed on page 56 of this Annual Financial Report. As of 31 December 2022, it amounts to 41.6% at the statutory level and to 43.6% at the consolidated level. This section also discloses the maximum ratio permitted before the Company reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65% of total assets) or arising due to bank covenants (60% of total assets). The debt-to-assets ratio is monitored on a quarterly basis and its evolution is estimated during the approval process of each major investment project. When the debt-to-assets threshold of 50% is exceeded, a financial plan with an implementation schedule must be elaborated, describing the measures that will be taken to prevent the consolidated debt-to-assets ratio from exceeding the maximum permissible threshold of 65% (Article 24 of the Royal Decree of 13 July 2014). However, the Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45% to 50%. Aedifica’s financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €13.9 million as of 31 December 2022. As of 31 December 2022, the Group did not mortgage or pledge any Belgian, Dutch, British or Irish buildings to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be mortgaged as part of bank financing. As of 31 December 2022, the ratio between the secured financial debt and the assets was 4%. It is possible that in the context of supplementary financing, additional mortgages will be granted. 182 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 34: Trade payables and other current debts (x €1,000) 31/12/2022 31/12/2021 Trade debts 39,475 41,399 Exit tax 5,990 298 Taxes, social charges and salaries debts Tax 16,181 4,291 Salaries and social charges 5,013 3,928 Other Dividends of previous years 194 193 TOTAL 66,853 50,109 The majority of trade payables and other current debts (recognised as ‘financial liabilities at amortised cost’ under IFRS 9, excluding taxes covered by IAS 12 and remuneration and contributions to social security plans covered by IAS 19) should be settled within 12 months. The carrying amount constitutes an approximation of their fair value. Note 35: Accrued charges and deferred income (x €1,000) 31/12/2022 31/12/2021 Property income received in advance 13,594 10,198 Financial charges accrued 6,024 7,173 Other accrued charges 7,089 7,360 TOTAL 26,707 24,731 This increase is related to the Group’s international growth. Note 36: Financial risk management Aedifica’s financial policy aims to ensure permanent access to financing, monitor the debt-to-assets-ratio and monitor and minimise the interest rate and exchange rate risks. However, the Group remains subject to financing risks; a change in interest rates or exchange rates could have a negative impact on the Group’s assets, operations, financial position and prospects. 1. Debt structure Aedifica’s debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on Belgian RRECs) is detailed on page 56 of this Annual Financial Report. As of 31 December 2022, it amounts to 41.6% at the statutory level and to 43.6% at the consolidated level. This section also discloses the maximum ratio permitted before the Company reaches the maximum debt-to-assets ratio permitted for Belgian REITs (65% of total assets) or arising due to bank covenants (60% of total assets). The debt-to-assets ratio is monitored on a quarterly basis and its evolution is estimated during the approval process of each major investment project. When the debt-to-assets threshold of 50% is exceeded, a financial plan with an implementation schedule must be elaborated, describing the measures that will be taken to prevent the consolidated debt-to-assets ratio from exceeding the maximum permissible threshold of 65% (Article 24 of the Royal Decree of 13 July 2014). However, the Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45% to 50%. Aedifica’s financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €13.9 million as of 31 December 2022. As of 31 December 2022, the Group did not mortgage or pledge any Belgian, Dutch, British or Irish buildings to its creditors. In Germany, Finland and Sweden, however, it is common practice for real estate to be mortgaged as part of bank financing. As of 31 December 2022, the ratio between the secured financial debt and the assets was 4%. It is possible that in the context of supplementary financing, additional mortgages will be granted. 2. Liquidity risk Aedifica has a strong and stable relationship with its financial institutions, which form a diversified pool consisting of an annually increasing number of European institutions. Details of Aedifica’s credit facilities are disclosed in Note 32. As of 31 December 2022, the Group has drawn €2,457 million (31 December 2021: €1,811 million) from the total amount of €3,387 million of confirmed bank financing, medium-term notes and bonds. The remaining headroom is sufficient to cover the Group’s short-term financial needs as well as the existing development projects until the end of the 2023 financial year. The 2023 financial plan includes payments in the context of the committed pipeline of development projects amounting to approx. €250 million and limited assumptions regarding new investments on top of the committed pipeline. These assumptions mainly concern development projects in Finland, where the target remains to invest an annual volume of approx. €100 million. These additional Finnish projects will have no impact on the projected revenue for 2023. Aedifica aims to further diversify its financing sources. In this context, Aedifica launched a programme in 2018 to issue treasury notes with varying maturities. The short-term treasury notes are fully hedged by the available funds on confirmed long-term credit lines. As of 31 December 2022, medium-term notes amount to €87 million (31 December 2021: €87 million). Given the regulatory status of Belgian REITs/RRECs, and the type of property in which Aedifica invests, the risk of non-renewal of mature credit facilities is remote even in the context of a credit crunch, except in the event of unforeseen and extreme circumstances. However, there is a risk that credit margins may increase after the maturity date of these credit lines. Aedifica may be exposed to a liquidity risk which could arise due to a lack of cash flow in the event of early termination of the credit facilities. Should the Company fail to comply with the provisions (covenants), which were included in the credit facility arrangements to take into account key financial ratios, the facilities might be cancelled, renegotiated, or forced into repayment. The covenants in place are in line with market practice and notably require that the debt-to-assets ratio (as defined by the Royal Decree of 13 July 2014) does not exceed 60%. The interest cover ratio (ICR), calculated based on the definition set out in the prospectus of Aedifica’s Sustainability Bond (‘Operating result before result on the portfolio’ (lines I to XV of the consolidated income statement) divided by ‘Net interest charges’ (line XXI)), should be at least equal to 2.0x. As of 31 December 2022, the ratio is 7.5x (31 December 2021: 7.0x). Moreover, there is a risk of early termination in the event of a change of control, in case of non-compliance with the Company’s obligations, and, more generally speaking, in the event of default as defined in these arrangements. A default situation related to one contract can lead to a default situation related to all contracts (‘cross-default clauses’). Based on the information available to date, and the prospects for the foreseeable future, there is no indication of a possible early termination of one or more of the existing credit facilities. However, this risk cannot be ignored completely. Moreover, Aedifica does not itself retain control over certain commitments which could lead to the early termination of credit facilities, such as in the event of a change of control. As of 31 December 2022, the undiscounted future cash flows related to the credit facilities include €423 million maturing within 1 year, €1,103 million maturing within 1 to 5 years, and €931 million maturing in more than 5 years. The credit facilities also give rise to an interest expense of €24 million that is due within 1 year (31 December 2021: €319 million capital and €16 million interest due within 1 year). The undiscounted contractual future cash flows related to hedging instruments are analysed as follows: As at 31/12/2022 (x €1,000) Due within the year Due between one to five years Due after more than five years TOTAL Derivatives for which hedge accounting is applied -682 -3,453 -3,602 -7,737 Derivatives for which hedge accounting is not applied -8,301 -36,957 -7,930 -53,187 As at 31/12/2021 (x €1,000) Due within the year Due between one to five years Due after more than five years TOTAL Derivatives for which hedge accounting is applied -3,519 -5,331 -4,207 -13,057 Derivatives for which hedge accounting is not applied -3,824 -10,382 -9,577 -23,783 3. Interest rate risk A substantial part of Aedifica’s financial debts are floating-rate borrowings. This allows Aedifica to benefit from low interest rates on the non- hedged part of its borrowings. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing for a period of several years the interest rates related to at least 60% of its current or highly probable indebtedness. It should be noted that the Company assumed certain fixed-rate debts which came from pre-existing investment credits tied to real estate companies which were acquired or absorbed by the Company. The USPP and the benchmark bond issue have rebalanced Aedifica’s mix of fixed and floating rate debt. The floating rate bank loans denominated in pound sterling issued in July 2022 have been fully swapped to fixed rate. On 31 December 2022, the financial debt is hedged against interest rate risk for 78.2%, i.e. the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The hedging’s weighted average maturity is 6.6 years. In the second half of 2022 and early 2023, Aedifica contracted additional interest rate swaps to strengthen the hedge ratio, which increased to 88.7% on 2 January 2023. 3. Interest rate risk A substantial part of Aedifica’s financial debts are floating-rate borrowings. This allows Aedifica to benefit from low interest rates on the non- hedged part of its borrowings. To mitigate the risk of increasing interest rates, Aedifica follows a policy aimed at securing for a period of several years the interest rates related to at least 60% of its current or highly probable indebtedness. It should be noted that the Company assumed certain fixed-rate debts which came from pre-existing investment credits tied to real estate companies which were acquired or absorbed by the Company. The USPP and the benchmark bond issue have rebalanced Aedifica’s mix of fixed and floating rate debt. The floating rate bank loans denominated in pound sterling issued in July 2022 have been fully swapped to fixed rate. On 31 December 2022, the financial debt is hedged against interest rate risk for 78.2%, i.e. the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt. The hedging’s weighted average maturity is 6.6 years. In the second half of 2022 and early 2023, Aedifica contracted additional interest rate swaps to strengthen the hedge ratio, which increased to 88.7% on 2 January 2023. – 183 – Corporate governance Risk factors Financial statements Additional information This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between the timing of the increase of the nominal interest rates and the timing of the indexation of rental income. For example: assuming that the structure and level of financial debts remain unchanged, and assuming that no hedges have been entered into, simulations show that a 100 bps positive deviation (increase) in the 2023 interest rates over the forecast rates would lead to an approx. additional €32.8 million interest expense for the year ending 31 December 2023. Taking into account the hedging instruments at present, the increase in interest expense would amount to just €4.1 million. In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All hedges are entered into with leading banks and relate to existing or highly probable risks. An analysis of the Group’s hedges is provided in the Financial Report and in the Consolidated Financial Statements (Note 33). The hedges can be entered into for long periods; however, hedge agreements include provisions (in line with market practice) that could lead the issuing banks to terminate the hedges early or initiate margin calls (in cash for example) in their own favour in certain circumstances. Changes in the interest rate curve have a limited impact on the future interest expense, since at least 60% of the financial debts are hedged by IRS or caps. Each change in the interest rate curve has an impact on the fair value of hedging instruments against income statement and/or equity (balance line ‘I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS’). A sensitivity analysis is provided in Note 33. Certain external developments could cause an increase of the credit spreads at the Group’s expense, in accordance with the ‘increased cost’ clauses included in the banking agreements. Such clauses allow the lending banks to increase the cost price of the granted credit, among other things, in case these banks are subjected by their supervisory authority to more severe solvability, liquidity or other capital requirements. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group. However, this cannot be seen as a safeguard for the future. 4. Banking counterparty risk Signing a credit facility or hedging instrument with a bank generates a counterparty risk in the event of counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and European banks to diversify its funding and hedging sources, while remaining cautious about the balance between cost and quality of the services provided, it being understood that the counterparty risk cannot be excluded and the failure by one or more of Aedifica’s financing or hedging counterparties could have a negative impact on the Group’s assets, operations, financial position and prospects. In line with market practice, the agreements signed with banks include market shock clauses and material adverse change clauses (‘MAC’ clauses) which could lead to, in extreme circumstances, additional costs for the Group or possibly the early termination of the credit facility. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group. 5. Exchange rate risk Aedifica generates its revenue and costs in the euro area and also in British pounds (since the acquisition of the UK portfolio in February 2019) and Swedish krona (since the acquisition of Hoivatilat in January 2021, through the Swedish subsidiary). Future fluctuations in the exchange rate may affect the value of Aedifica’s investment properties, rental income and the net result, all of which are expressed in euros. A 10% change of the £/€ exchange rate has an impact of approx. €99.4 million on the fair value of the Group’s investment properties located in the United Kingdom, approx. €5.7 million on the Group’s annual rental income and approx. €2.8 million on the Group’s net result. A 10% change of the SEK/€ exchange rate has an impact of approx. €7.9 million on the fair value of the Group’s investment properties located in Sweden, approx. €0.4 million on the Group’s annual rental income and approx. €0.2 million on the Group’s net result. Aedifica partly financed its UK portfolio by a bond issue in British pounds. The £180 million bond was issued in early 2021 through a private placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years). In addition, £160 million of bank loans were drawn in July 2022. These bank loans, together with the aforementioned bond, form a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio. The Company applies an active hedging policy covering the £/€ exchange risk impacting Aedifica’s results, as deemed necessary, which takes into account, among other things, the volatility of the exchange rate observed from time to time and the cost of hedging (which itself is dependent on various elements). However, an active hedging policy cannot completely eliminate the currency exchange risk and the Company remains exposed to this risk. A change in the exchange rate that would not be covered by the Company’s hedging policy may expose the Company to lower rental income and increased costs and can have a negative impact on the Company’s assets, operations, financial position and prospects. 184 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review This policy is supported by the fact that an increase in nominal interest rates, when not coupled with a simultaneous increase in inflation, implies an increase in real interest rates that cannot be offset by increasing rental incomes through indexation alone. Moreover, in case of accelerating inflation, there is a delay between the timing of the increase of the nominal interest rates and the timing of the indexation of rental income. For example: assuming that the structure and level of financial debts remain unchanged, and assuming that no hedges have been entered into, simulations show that a 100 bps positive deviation (increase) in the 2023 interest rates over the forecast rates would lead to an approx. additional €32.8 million interest expense for the year ending 31 December 2023. Taking into account the hedging instruments at present, the increase in interest expense would amount to just €4.1 million. In order to manage the interest rate risk, Aedifica has put in place hedges (interest rate swaps and caps). All hedges are entered into with leading banks and relate to existing or highly probable risks. An analysis of the Group’s hedges is provided in the Financial Report and in the Consolidated Financial Statements (Note 33). The hedges can be entered into for long periods; however, hedge agreements include provisions (in line with market practice) that could lead the issuing banks to terminate the hedges early or initiate margin calls (in cash for example) in their own favour in certain circumstances. Changes in the interest rate curve have a limited impact on the future interest expense, since at least 60% of the financial debts are hedged by IRS or caps. Each change in the interest rate curve has an impact on the fair value of hedging instruments against income statement and/or equity (balance line ‘I.C.d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS’). A sensitivity analysis is provided in Note 33. Certain external developments could cause an increase of the credit spreads at the Group’s expense, in accordance with the ‘increased cost’ clauses included in the banking agreements. Such clauses allow the lending banks to increase the cost price of the granted credit, among other things, in case these banks are subjected by their supervisory authority to more severe solvability, liquidity or other capital requirements. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group. However, this cannot be seen as a safeguard for the future. 4. Banking counterparty risk Signing a credit facility or hedging instrument with a bank generates a counterparty risk in the event of counterparty default. In order to mitigate this risk, Aedifica trades with several leading national and European banks to diversify its funding and hedging sources, while remaining cautious about the balance between cost and quality of the services provided, it being understood that the counterparty risk cannot be excluded and the failure by one or more of Aedifica’s financing or hedging counterparties could have a negative impact on the Group’s assets, operations, financial position and prospects. In line with market practice, the agreements signed with banks include market shock clauses and material adverse change clauses (‘MAC’ clauses) which could lead to, in extreme circumstances, additional costs for the Group or possibly the early termination of the credit facility. However, it should be noted that during the crises which have hit the financial markets since 2007, no bank has ever invoked one of these clauses towards the Group. 5. Exchange rate risk Aedifica generates its revenue and costs in the euro area and also in British pounds (since the acquisition of the UK portfolio in February 2019) and Swedish krona (since the acquisition of Hoivatilat in January 2021, through the Swedish subsidiary). Future fluctuations in the exchange rate may affect the value of Aedifica’s investment properties, rental income and the net result, all of which are expressed in euros. A 10% change of the £/€ exchange rate has an impact of approx. €99.4 million on the fair value of the Group’s investment properties located in the United Kingdom, approx. €5.7 million on the Group’s annual rental income and approx. €2.8 million on the Group’s net result. A 10% change of the SEK/€ exchange rate has an impact of approx. €7.9 million on the fair value of the Group’s investment properties located in Sweden, approx. €0.4 million on the Group’s annual rental income and approx. €0.2 million on the Group’s net result. Aedifica partly financed its UK portfolio by a bond issue in British pounds. The £180 million bond was issued in early 2021 through a private placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years). In addition, £160 million of bank loans were drawn in July 2022. These bank loans, together with the aforementioned bond, form a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio. The Company applies an active hedging policy covering the £/€ exchange risk impacting Aedifica’s results, as deemed necessary, which takes into account, among other things, the volatility of the exchange rate observed from time to time and the cost of hedging (which itself is dependent on various elements). However, an active hedging policy cannot completely eliminate the currency exchange risk and the Company remains exposed to this risk. A change in the exchange rate that would not be covered by the Company’s hedging policy may expose the Company to lower rental income and increased costs and can have a negative impact on the Company’s assets, operations, financial position and prospects. Note 37: Contingencies and commitments The Board of Directors values commitments and contingencies at the nominal value of the legal obligation as stated in the contract; in the absence of a nominal value or in exceptional cases, these values are disclosed for information purposes. 1. Commitments The acquisition values mentioned below respect the requirements laid down in Article 49 § 1 of the Belgian Act of 12 May 2014 on Regulated Real Estate Companies (at the time of the signing of the agreements which generated the commitment). NAME Country Type Progress Budget (in € million) Alphen Raadhuisstraat 3 NL Construction In progress (forward funding) 5 Altadore IE Extension In progress (forward funding) 1 Am Marktplatz DE Renovation In progress (forward funding) 2 Am Parnassturm DE Renovation In progress (forward funding) 4 Am Stadtpark DE Renovation In progress (forward funding) 7 Bavaria Senioren- und Pflegeheim DE Renovation In progress (forward funding) 1 Biddenham St James UK Acquisition Project/forward purchase subject to outstanding conditions 15 Bois de la Pierre BE Renovation & extension In progress (forward funding) 3 Burlington projects UK Renovation In progress (forward funding) 2 Clondalkin Nursing Home IE Acquisition Project/forward purchase subject to outstanding conditions 38 Dawlish UK Acquisition Project/forward purchase subject to outstanding conditions 15 Dublin Stepaside IE Construction In progress (forward funding) 26 Dunshaughlin Business Park IE Construction In progress (forward funding) 19 Finland – pipeline ‘childcare centres’ FI Construction In progress (forward funding) 31 Finland – pipeline ‘elderly care homes’ FI Construction In progress (forward funding) 15 Finland – pipeline ‘other’ FI Construction In progress (forward funding) 48 Fredenbeck DE Construction In progress (forward funding) 13 Hamburg-Rissen DE Construction In progress (forward funding) 13 Haus Marxloh DE Renovation & extension In progress (forward funding) 4 Het Gouden Hart Almere 2 NL Construction In progress (forward funding) 7 HGH Amersfoort 1 NL Renovation & extension In progress (forward funding) 1 Hooton Road UK Construction Project/forward purchase subject to outstanding conditions 14 In de Gouden Jaren BE Renovation & extension In progress (forward funding) 1 Militza Gent BE Renovation & extension In progress (forward funding) 19 Millbrook Manor IE Extension In progress (forward funding) 4 Kilbarry Nursing Home IE Construction In progress (forward funding) 14 Kilkenny Nursing Home IE Construction In progress (forward funding) 14 Lavender Villa UK Renovation & extension In progress (forward funding) 6 Land reserve EU Landreserve Land reserve 4 Le Petit Bosquet UK Renovation & extension In progress (forward funding) 3 Renovation project Orpea Brussels BE Renovation Project/forward purchase subject to outstanding conditions 14 Residence Coestraete NL Construction Project/forward purchase subject to outstanding conditions 5 Résidence le Douaire BE Acquisition Project/forward purchase subject to outstanding conditions 17 Résidence Véronique BE Renovation & extension In progress (forward funding) 10 Rosengarten DE Renovation & extension In progress (forward funding) 10 Seniorenquartier Gera DE Construction In progress (forward funding) 16 Seniorenquartier Gummersbach DE Construction In progress (forward funding) 20 Seniorenquartier Langwedel 1 DE Construction In progress (forward funding) 16 Seniorenquartier Sehnde DE Construction In progress (forward funding) 12 Seniorenzentrum Berghof DE Renovation & extension In progress (forward funding) 2 Seniorenzentrum Talblick DE Renovation & extension In progress (forward funding) 1 Singö 10:2 & Bergshammar Ekeby 6:66 SE Acquisition Project/forward purchase subject to outstanding conditions 5 Sleaford Ashfield Road UK Construction In progress (forward funding) 13 Sligo Finisklin Road IE Construction In progress (forward funding) 16 Spaldrick House UK Acquisition Project/forward purchase subject to outstanding conditions 11 St Mary’s Lincoln UK Construction In progress (forward funding) 13 St. Doolagh’s IE Construction In progress (forward funding) 17 St. Joseph’s UK Renovation & extension In progress (forward funding) 6 Stadtlohn DE Construction In progress (forward funding) 15 Sweden – pipeline 2024 SE Construction In progress (forward funding) 23 Tiel Bladergroenstraat NL Construction In progress (forward funding) 7 Tomares Miró ES Construction In progress (forward funding) 12 Tramore Nursing Home 1 IE Construction In progress (forward funding) 15 Uetze DE Construction In progress (forward funding) 15 Villa Meirin NL Renovation & extension In progress (forward funding) 7 Waarder Molendijk 3 NL Construction In progress (forward funding) 5 Whitby Castle Road UK Construction In progress (forward funding) 18 York Bluebeck Drive UK Construction In progress (forward funding) 15 TOTAL 671 1. This project has already been completed after 31 December 2022 (see Note 39). 2. This project is being developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This table only considers the part of the budget that will be financed by Aedifica. 3. This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake. – 185 – Corporate governance Risk factors Financial statements Additional information Earn-outs For some acquisition deals, a portion of the acquisition price has been set based on future contingent events, such as the payment of an earn- out, upon completion of a care residence within the limits of the maximum budget committed by Aedifica. 2. Contingent liabilities 2.1 Credit facilities Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns approx. 4% of total assets. 2.2 Acquisition of shares in property companies, mergers and de-mergers Aedifica benefits from warranties given by the sellers of shares in acquired property companies, such as integrity of the property, tax warranties, potential contingent consideration, etc. as contractually provided. 3. Contingent assets 3.1 Securities received on rental agreements Aedifica benefits from rental guarantees (in line with market practice and applicable regulations) in the form of bank guarantees, restricted bank deposits or guarantor backings that typically amount to 3 to 6 months of rental income. 3.2 Securities received following acquisitions In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market practices. 4. Other 4.1 Sundry options - Long leases on healthcare sites: in some cases, Aedifica has granted preferential rights, renewal rights or purchase options to the lessees/tenants. Aedifica also benefits from a number of preferential rights granted by rest homes lessees/tenants. - Sale or purchase options (related to some development projects): in some cases, Aedifica has granted options to third parties, and/or benefits from options allowing it to sell buildings (e.g. when it appears that pieces of buildings will not be used for the development projects). 186 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Earn-outs For some acquisition deals, a portion of the acquisition price has been set based on future contingent events, such as the payment of an earn- out, upon completion of a care residence within the limits of the maximum budget committed by Aedifica. 2. Contingent liabilities 2.1 Credit facilities Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns approx. 4% of total assets. 2.2 Acquisition of shares in property companies, mergers and de-mergers Aedifica benefits from warranties given by the sellers of shares in acquired property companies, such as integrity of the property, tax warranties, potential contingent consideration, etc. as contractually provided. 3. Contingent assets 3.1 Securities received on rental agreements Aedifica benefits from rental guarantees (in line with market practice and applicable regulations) in the form of bank guarantees, restricted bank deposits or guarantor backings that typically amount to 3 to 6 months of rental income. 3.2 Securities received following acquisitions In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market practices. 4. Other 4.1 Sundry options - Long leases on healthcare sites: in some cases, Aedifica has granted preferential rights, renewal rights or purchase options to the lessees/tenants. Aedifica also benefits from a number of preferential rights granted by rest homes lessees/tenants. - Sale or purchase options (related to some development projects): in some cases, Aedifica has granted options to third parties, and/or benefits from options allowing it to sell buildings (e.g. when it appears that pieces of buildings will not be used for the development projects). Note 38 : Acquisitions and disposals of investment properties The main investment property acquisitions of the financial year are the following: ACQUISITIONS Country Properties valuation 1 Acquisition date 2 Acquisition method (in € million) Seniorenhaus Lessingstrasse DE 9 01/02/2022 Acquisition of a building Dublin Crumlin IE 5 16/03/2022 Acquisition of a plot of land Rawdon Green Lane UK 6 24/03/2022 Acquisition of a plot of land Northampton Thompson Way UK 6 24/03/2022 Acquisition of a plot of land Lavender Villa UK 4 01/04/2022 Acquisition of a building and project Crovan Court UK 6 01/04/2022 Acquisition of a building Le Petit Bosquet UK 5 01/04/2022 Acquisition of a building and project St. Joseph’s UK 28 01/04/2022 Acquisition of a building and project Les Charrières UK 11 01/04/2022 Acquisition of a building Oosterbeek Warm Hart NL 5 01/04/2022 Acquisition of a plot of land Borggård 1:553 SE 3 01/04/2022 Acquisition of a building Duleek Nursing Home IE 18 01/04/2022 Acquisition of a building Riverstick Nursing Home IE 14 01/04/2022 Acquisition of a building Craddock House Nursing Home IE 12 17/05/2022 Acquisition of a building Résidence Véronique BE 11 17/05/2022 Acquisition of a building CosMed Kliniek NL 7 25/05/2022 Acquisition of a building Creggan Bahn Court UK 10 20/06/2022 Acquisition of a building An der Therme DE 8 29/06/2022 Acquisition of a building Koy Oulun Riistakuja FI 11 01/08/2022 Acquisition of a building Militza Brugge BE 33 06/07/2022 Acquisition of a building Militza Gent BE 16 06/07/2022 Acquisition of a building Het Gouden Hart Almere NL 2 06/07/2022 Acquisition of a plot of land Loughshinny Nursing Home IE 28 19/08/2022 Acquisition of a building Northwood Nursing Home IE 27 19/08/2022 Acquisition of a building Beaumont Lodge IE 74 19/08/2022 Acquisition of a building Dundalk Nursing Home IE 20 16/09/2022 Acquisition of a building Marston Moretaine Gee View UK 17 23/09/2022 Acquisition of a building and project Sligo Finisklin Road IE 1 28/09/2022 Acquisition of a building St Mary’s Riverside UK 14 05/10/2022 Acquisition of a building and project TOTAL 410 1. in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares. 2. and consolidation date in the financial statements. All these operations are detailed in section 1.1.1 of the ‘Financial performance’ chapter. The main disposals of the financial year are the following: DISPOSALS Country Selling price Disposal date (in € million) Koy Oulun Rakkakiventie (1. building) Finland 2.1 28/01/2022 Koy Oulun Rakkakiventie (2. building) Finland 2.1 28/01/2022 Koy Ylöjärven Mustarastaantie (1. building) Finland 2.7 28/01/2022 Koy Ylöjärven Mustarastaantie (2. building) Finland 2.3 28/01/2022 Koy Oulun Kehätie Finland 5.0 28/01/2022 Koy Porin Palokärjentie Finland 3.0 28/01/2022 Koy Sipoon Satotalmantie Finland 1.7 28/01/2022 Koy Kouvolan Pappilantie Finland 1.9 28/01/2022 Koy Vihdin Pengerkuja Finland 2.3 28/01/2022 Koy Joutsenon Päiväkoti Finland 2.2 28/01/2022 Koy Siilinjärvi Honkarannantie Finland 3.4 28/01/2022 Athorpe Lodge and The Glades United Kingdom 4.5 22/04/2022 Logis de Famenne - Boule de Cristal Belgium 2.3 27/04/2022 TOTAL 35.5 – 187 – Corporate governance Risk factors Financial statements Additional information Note 39: Post-closing events The table below lists all post-balance sheet events (see also section 1.1.2 ‘of the ‘Financial performance’ chapter) up to and including 15 March 2023, the closing date of this report. NAME Date Transaction Country Location HGH Amersfoort 01/01/2023 Completion of a renovation project NL Amersfoort Espoo Kuurinkallio 16/01/2023 Announcement of a new development project FI Espoo Tramore Nursing Home 20/01/2023 Completion of a development project IE Tramore Kuopio Torpankatu 25/01/2023 Announcement of a new development project FI Kuopio Nokia Tähtisumunkatu 26/01/2023 Announcement of a new development project FI Nokia Sotkamo Härkökivenkatu 27/01/2023 Announcement of a new development project FI Sotkamo Rovaniemi Rakkakiventie 28/02/2023 Completion of a development project FI Rovaniemi Salo Linnankoskentie 07/03/2023 Announcement of a new development project FI Salo Seniorenquartier Langwedel 10/03/2023 Completion of a development project DE Langwedel Valkeakoski Juusontie 15/03/2023 Completion of a development project FI Valkeakoski Note 40: List of subsidiaries, associates and joint ventures The table below presents a full list of the companies covered by Articles 3:104 and 3:156 of the Royal Decree of 29 April 2019 pertaining to the execution of the Belgian Companies and Associations Code. As from the 2021 financial year, the Dutch subsidiaries of Aedifica NV will make use of the exemption provided for in Article 2:403 of the Dutch Civil Code. Consequently, the Dutch companies are exempted from filing individual financial statements with the trade register in the Netherlands. NAME Country Category Register of corporations Capital held (in %) Aedifica Invest NV Belgium¹ Subsidiary 0879.109.317 100 Immobe NV Belgium Associate 0697.566.095 25¹² J.R.C.I. NV Belgium Subsidiary 0423.771.620 100 Mélot BV Belgium Subsidiary 0431.837.466 100 Aedifica Residenzen 1 GmbH & Co. KG Germany² Subsidiary HRB112641 94¹³ Aedifica Residenzen 2 GmbH °° Germany Subsidiary HRB115795 94¹³ Aedifica Residenzen 3 GmbH °° Germany Subsidiary HRB118227 94¹³ Aedifica Residenzen 4 GmbH Germany Subsidiary HRB121918 94¹³ Aedifica Residenzen 5 GmbH Germany Subsidiary HRB36193 94¹³ Aedifica Residenzen 6 GmbH Germany Subsidiary HRB33909 94¹³ Aedifica Residenzen Nord GmbH & Co. KG Germany Subsidiary HRB110850 94¹³ Aedifica Residenzen West GmbH Germany Subsidiary HRB117957 94¹³ Aedifica Verwaltungs GmbH Germany Subsidiary HRB111389 100 Aedifica Asset Management GmbH Germany Subsidiary HRB100562 100 Aedifica Luxemburg I SCS Luxembourg³ Subsidiary B128048 94¹³ Aedifica Luxemburg II SCS Luxembourg Subsidiary B139725 94¹³ Aedifica Luxemburg III SCS Luxembourg Subsidiary B143704 94¹³ Aedifica Luxemburg IV SCS Luxembourg Subsidiary B117441 94¹³ Aedifica Luxemburg V SCS Luxembourg Subsidiary B117445 94¹³ Aedifica Luxemburg VI SCS Luxembourg Subsidiary B132154 94¹³ Aedifica Luxemburg VII SCS Luxembourg Subsidiary B117438 94¹³ Aedifica Luxemburg VIII SCS Luxembourg Subsidiary B117437 94¹³ Aedifica Nederland BV Netherlands⁴ Subsidiary 65422082 100 Aedifica Nederland 2 BV Netherlands Subsidiary 75102099 100 Aedifica Nederland Services BV Netherlands Subsidiary 75,667,800 100 Aedifica Nederland 3 BV Netherlands Subsidiary 77,636,309 100 Aedifica Nederland 4 BV Netherlands Subsidiary 81,056,664 100 Aedifica Nederland Joint Venture BV Netherlands Subsidiary 80,885,551 100 AK JV NL public partnership Netherlands Joint-venture 81,197,470 50¹⁴ Aedifica Sonneborgh Real Estate BV Netherlands Subsidiary 84,354,267 75¹⁵ Aedifica Sonneborgh Ontwikkeling BV Netherlands Associate 64,278,859 50¹⁴ CHAPP Holdings Limited Jersey⁵ Subsidiary 109,055 100 Patient Properties (Holdings) Limited Jersey Subsidiary 122,972 100 Patient Properties (Beech Court) Limited Jersey Subsidiary 123,678 100 Patient Properties (Springfields) Limited Jersey Subsidiary 123,687 100 Patient Properties (Fountains) Limited Jersey Subsidiary 123,683 100 Patient Properties (Knights Court) Limited Jersey Subsidiary 123,685 100 188 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 39: Post-closing events The table below lists all post-balance sheet events (see also section 1.1.2 ‘of the ‘Financial performance’ chapter) up to and including 15 March 2023, the closing date of this report. NAME Date Transaction Country Location HGH Amersfoort 01/01/2023 Completion of a renovation project NL Amersfoort Espoo Kuurinkallio 16/01/2023 Announcement of a new development project FI Espoo Tramore Nursing Home 20/01/2023 Completion of a development project IE Tramore Kuopio Torpankatu 25/01/2023 Announcement of a new development project FI Kuopio Nokia Tähtisumunkatu 26/01/2023 Announcement of a new development project FI Nokia Sotkamo Härkökivenkatu 27/01/2023 Announcement of a new development project FI Sotkamo Rovaniemi Rakkakiventie 28/02/2023 Completion of a development project FI Rovaniemi Salo Linnankoskentie 07/03/2023 Announcement of a new development project FI Salo Seniorenquartier Langwedel 10/03/2023 Completion of a development project DE Langwedel Valkeakoski Juusontie 15/03/2023 Completion of a development project FI Valkeakoski Note 40: List of subsidiaries, associates and joint ventures The table below presents a full list of the companies covered by Articles 3:104 and 3:156 of the Royal Decree of 29 April 2019 pertaining to the execution of the Belgian Companies and Associations Code. As from the 2021 financial year, the Dutch subsidiaries of Aedifica NV will make use of the exemption provided for in Article 2:403 of the Dutch Civil Code. Consequently, the Dutch companies are exempted from filing individual financial statements with the trade register in the Netherlands. NAME Country Category Register of corporations Capital held (in %) Aedifica Invest NV Belgium¹ Subsidiary 0879.109.317 100 Immobe NV Belgium Associate 0697.566.095 25¹² J.R.C.I. NV Belgium Subsidiary 0423.771.620 100 Mélot BV Belgium Subsidiary 0431.837.466 100 Aedifica Residenzen 1 GmbH & Co. KG Germany² Subsidiary HRB112641 94¹³ Aedifica Residenzen 2 GmbH °° Germany Subsidiary HRB115795 94¹³ Aedifica Residenzen 3 GmbH °° Germany Subsidiary HRB118227 94¹³ Aedifica Residenzen 4 GmbH Germany Subsidiary HRB121918 94¹³ Aedifica Residenzen 5 GmbH Germany Subsidiary HRB36193 94¹³ Aedifica Residenzen 6 GmbH Germany Subsidiary HRB33909 94¹³ Aedifica Residenzen Nord GmbH & Co. KG Germany Subsidiary HRB110850 94¹³ Aedifica Residenzen West GmbH Germany Subsidiary HRB117957 94¹³ Aedifica Verwaltungs GmbH Germany Subsidiary HRB111389 100 Aedifica Asset Management GmbH Germany Subsidiary HRB100562 100 Aedifica Luxemburg I SCS Luxembourg³ Subsidiary B128048 94¹³ Aedifica Luxemburg II SCS Luxembourg Subsidiary B139725 94¹³ Aedifica Luxemburg III SCS Luxembourg Subsidiary B143704 94¹³ Aedifica Luxemburg IV SCS Luxembourg Subsidiary B117441 94¹³ Aedifica Luxemburg V SCS Luxembourg Subsidiary B117445 94¹³ Aedifica Luxemburg VI SCS Luxembourg Subsidiary B132154 94¹³ Aedifica Luxemburg VII SCS Luxembourg Subsidiary B117438 94¹³ Aedifica Luxemburg VIII SCS Luxembourg Subsidiary B117437 94¹³ Aedifica Nederland BV Netherlands⁴ Subsidiary 65422082 100 Aedifica Nederland 2 BV Netherlands Subsidiary 75102099 100 Aedifica Nederland Services BV Netherlands Subsidiary 75,667,800 100 Aedifica Nederland 3 BV Netherlands Subsidiary 77,636,309 100 Aedifica Nederland 4 BV Netherlands Subsidiary 81,056,664 100 Aedifica Nederland Joint Venture BV Netherlands Subsidiary 80,885,551 100 AK JV NL public partnership Netherlands Joint-venture 81,197,470 50¹⁴ Aedifica Sonneborgh Real Estate BV Netherlands Subsidiary 84,354,267 75¹⁵ Aedifica Sonneborgh Ontwikkeling BV Netherlands Associate 64,278,859 50¹⁴ CHAPP Holdings Limited Jersey⁵ Subsidiary 109,055 100 Patient Properties (Holdings) Limited Jersey Subsidiary 122,972 100 Patient Properties (Beech Court) Limited Jersey Subsidiary 123,678 100 Patient Properties (Springfields) Limited Jersey Subsidiary 123,687 100 Patient Properties (Fountains) Limited Jersey Subsidiary 123,683 100 Patient Properties (Knights Court) Limited Jersey Subsidiary 123,685 100 NAME Country Category Register of corporations Capital held (in %) Patient Properties (Eltandia) Limited Jersey Subsidiary 123,682 100 Patient Properties (Windmill) Limited Jersey Subsidiary 123,699 100 Patient Properties (Brook House) Limited Jersey Subsidiary 123,680 100 LVL Holdings Limited Jersey Subsidiary 103,669 100 LV Charrieres Limited Jersey Subsidiary 133,548 100 LV St. Josephs Limited Jersey Subsidiary 129,910 100 Aedifica UK Limited United Kingdom⁶ Subsidiary 12,351,073 100 Aedifica Finance 1 Limited United Kingdom Subsidiary 12,352,308 100 Aedifica Finance 2 Limited United Kingdom Subsidiary 12,352,800 100 Maple Court Nursing Home Limited United Kingdom Subsidiary 07295828 100 Quercus Homes 2018 Limited United Kingdom Subsidiary 11278772 100 Sapphire Properties (2016) Limited United Kingdom Subsidiary '09461514 100 Aedifica UK (Ampthill) Limited United Kingdom Subsidiary 11159774 100 Aedifica UK (Hailsham) Limited United Kingdom Subsidiary 11159930 100 Marches Care Holdings Limited United Kingdom Subsidiary 7097091 100 Priesty Fields Developments Limited United Kingdom Subsidiary 10806474 100 Aedifica Management Limited United Kingdom Subsidiary 4797971 100 Aedifica UK (Marston) Limited United Kingdom Subsidiary 13,816,311 100 Aedifica UK (Hessle) Limited United Kingdom Subsidiary 10,674,329 100 Aedifica UK (Lincoln) Limited United Kingdom Subsidiary 13,449,716 100 MMCG 2 DEVCO 2 Limited United Kingdom (JO)⁷ Associate 13,483,857 25+1¹² MMCG 2 DEVCO 3 Limited United Kingdom (JO) Associate 13,483,907 25+1¹² Aureit Holding Oy Finland⁸ Subsidiary 3092783-5 100 Hoivatilat Oyj Finland Subsidiary 2241238-0 100 As Oy Seinäjoen Saga Finland Subsidiary 2779544-8 100 As Oy Ouliun Vaaranpiha Finland Subsidiary 3146139-5 100 Koy Äänekosken Ääneniementie 22 Finland Subsidiary 3264862-9 100 Koy Äänekosken Likolahdenkatu Finland Subsidiary 2875205-2 100 Koy Espoon Fallåkerinrinne Finland Subsidiary 2620688-3 100 Koy Espoon Hirvisuontie Finland Subsidiary 3134900-2 100 Koy Espoon Kurttilantie Finland Subsidiary 3201659-2 100 Koy Espoon Kuurinkallio Finland Subsidiary 3117665-8 100 Koy Espoon Matinkartanontie Finland Subsidiary 2720369‐2 100 Koy Espoon Meriviitantie Finland Subsidiary 2787263‐4 100 Koy Espoon Oppilaantie Finland Subsidiary 3194972-9 100 Koy Espoon Rajamännynahde Finland Subsidiary 2669018‐5 100 Koy Espoon Tikasmäentie Finland Subsidiary 2748087‐6 100 Koy Espoon Vuoripirtintie Finland Subsidiary 2842931‐9 100 Koy Euran Käräjämäentie Finland Subsidiary 2668724-2 100 Koy Hakalahden Majakka Finland Subsidiary 3175924-7 100 Koy Hämeenlinna Kampuskaarre Finland Subsidiary 2826099‐8 100 Koy Hämeenlinnan Jukolanraitti Finland Subsidiary 3267462-4 100 Koy Hämeenlinnan Ruununmyllyntie Finland Subsidiary 2669024‐9 100 Koy Hämeenlinnan Vanha Alikartanontie Finland Subsidiary 2988685‐3 100 Koy Haminan Lepikönranta Finland Subsidiary 2752188‐5 100 Koy Heinolan Lähteentie Finland Subsidiary 3220641-7 100 Koy Helsingin Ensikodintie 4 Finland Subsidiary 3214270-8 100 Koy Helsingin Kansantie Finland Subsidiary 3287010-7 100 Koy Helsingin Käräjätuvantie Finland Subsidiary 3323987-8 100 Koy Helsingin Krämertintie Finland Subsidiary 3287009-4 100 Koy Helsingin Kutomokuja Finland Subsidiary 3270229-4 100 Koy Helsingin Lähdepolku Finland Subsidiary 3270229-3 100 Koy Helsingin Landbontie Finland Subsidiary 3270229-3 100 Koy Helsingin Pakarituvantie Finland Subsidiary 3131782-8 100 Koy Helsingin Radiokatu Finland Subsidiary 3270230-6 100 Koy Helsingin Työnjohtajankadun Seppä 3 Finland Subsidiary 3009977-7 100 Koy Hollolan Sarkatie Finland Subsidiary 2749865‐4 100 Koy Iisalmen Eteläinen Puistoraitti Finland Subsidiary 2840090‐3 100 Koy Iisalmen Kangaslammintie Finland Subsidiary 2826102‐6 100 Koy Iisalmen Petter Kumpulaisentie Finland Subsidiary 2882785‐1 100 Koy Iisalmen Satamakatu Finland Subsidiary 3005776-1 100 Koy Iisalmen Vemmelkuja Finland Subsidiary 2917923‐5 100 Koy Janakkalan Kekanahontie Finland Subsidiary 2911674‐4 100 Koy Järvenpään Auertie Finland Subsidiary 3279405-2 100 Koy Järvenpään Yliopettajankatu Finland Subsidiary 2774063-1 100 Koy Jyväskylän Ailakinkatu Finland Subsidiary 2932895‐8 100 Koy Jyväskylän Haperontie Finland Subsidiary 2763296‐4 100 – 189 – Corporate governance Risk factors Financial statements Additional information NAME Country Category Register of corporations Capital held (in %) Koy Jyväskylän Harjutie Finland Subsidiary 3172893-4 100 Koy Jyväskylän Haukankaari Finland Subsidiary 3174128-2 100 Koy Jyväskylän Mannisenmäentie Finland Subsidiary 2816983‐6 100 Koy Jyväskylän Martikaisentie Finland Subsidiary 2575556-5 100 Koy Jyväskylän Palstatie Finland Subsidiary 2923254‐2 100 Koy Jyväskylän Sulkulantie Finland Subsidiary 2850306-4 100 Koy Jyväskylän Väliharjuntie Finland Subsidiary 2639227‐6 100 Koy Jyväskylän Vävypojanpolku Finland Subsidiary 2960547‐6 100 Koy Kaarinan Nurminiitynkatu Finland Subsidiary 2838030‐8 100 Koy Kajaanin Erätie Finland Subsidiary 2749663‐2 100 Koy Kajaanin Hoikankatu Finland Subsidiary 2951667‐6 100 Koy Kajaanin Menninkäisentie Finland Subsidiary 2681416‐8 100 Koy Kajaanin Uitontie Finland Subsidiary 3164208-1 100 Koy Kajaanin Valonkatu Finland Subsidiary 2870293‐6 100 Koy Kalajoen Hannilantie Finland Subsidiary 2768549‐2 100 Koy Kangasalan Hilmanhovi Finland Subsidiary 2262908‐8 100 Koy Kangasalan Mäntyveräjäntie Finland Subsidiary 2688361‐4 100 Koy Kangasalan Rekiäläntie Finland Subsidiary 2940754-1 100 Koy Kaskisten Bladintie Finland Subsidiary 2224949-9 100 Koy Kempeleen Ihmemaantie Finland Subsidiary 3112115-5 100 Koy Keravan Lehmuskatu Finland Subsidiary 3256470-8 100 Koy Keravan Männiköntie Finland Subsidiary 2774061‐5 100 Koy Keuruun Tehtaantie Finland Subsidiary 2877302‐1 100 Koy Kirkkonummen Kotitontunkuja Finland Subsidiary 2692080‐9 100 Koy Kokkolan Ankkurikuja Finland Subsidiary 2955766‐2 100 Koy Kokkolan Kaarlelankatu 68 Finland Subsidiary 2668743-7 100 Koy Kokkolan Vanha Ouluntie Finland Subsidiary 2771913‐8 100 Koy Kontiolahden Päiväperhosenkatu Finland Subsidiary 3115519-5 100 Koy Kotkan Loitsutie Finland Subsidiary 2795792‐9 100 Koy Kotkan Metsäkulmankatu 21 Finland Subsidiary 2225111-8 100 Koy KotkaN Särmääjänkatu 6 Finland Subsidiary 3169793-9 100 Koy Kouvolan Kaartokuja Finland Subsidiary 2697590‐6 100 Koy Kouvolan Rannikkotie Finland Subsidiary 2941695-8 100 Koy Kouvolan Ruskeasuonkatu Finland Subsidiary 2955751-5 100 Koy Kouvolan Vainiolankuja Finland Subsidiary 3134903-7 100 Koy Kouvolan Vinttikaivontie Finland Subsidiary 2543325‐9 100 Koy Kuopion Amerikanraitti 10 Finland Subsidiary 2837113‐7 100 Koy Kuopion Männistönkatu Finland Subsidiary 3127190-3 100 Koy Kuopion Opistokuja 3 Finland Subsidiary 3176660-7 100 Koy Kuopion Pirtinkaari Finland Subsidiary 2873993-1 100 Koy Kuopion Portti A2 Finland Subsidiary 2874104-6 100 Koy Kuopion Rantaraitti Finland Subsidiary 2770280‐3 100 Koy Kuopion Sipulikatu Finland Subsidiary 2509836‐6 100 Koy Lahden Jahtikatu Finland Subsidiary 2861249‐8 100 Koy Lahden Kurenniityntie Finland Subsidiary 3008794-4 100 Koy Lahden Makarantie Finland Subsidiary 2988683-7 100 Koy Lahden Piisamikatu Finland Subsidiary 2861251‐9 100 Koy Lahden Vallesmanninkatu A Finland Subsidiary 2675831‐1 100 Koy Lahden Vallesmanninkatu B Finland Subsidiary 2675827‐4 100 Koy Laihian Jarrumiehentie Finland Subsidiary 2798400‐3 100 Koy Lappeenrannan Orioninkatu Finland Subsidiary 2877591‐6 100 Koy Laukaan Hytösenkuja Finland Subsidiary 2681456‐3 100 Koy Laukaan Peurungantie Finland Subsidiary 2821700-9 100 Koy Laukaan Saratie Finland Subsidiary 2896187‐4 100 Koy Lempäälän Tampereentie Finland Subsidiary 3266246-3 100 Koy Limingan Kauppakaari Finland Subsidiary 2553773‐6 100 Koy Limingan Saunarannantie Finland Subsidiary 3267223-1 100 Koy Lohjan Ansatie Finland Subsidiary 2768296‐1 100 Koy Lohjan Porapojankuja Finland Subsidiary 3130512-2 100 Koy Lohjan Sahapiha Finland Subsidiary 3132701-4 100 Koy Loimaan Itsenäisyydenkatu Finland Subsidiary 2887703-1 100 Koy Loviisan Mannerheiminkatu Finland Subsidiary 2648698‐5 100 Koy Mäntsälän Liedontie Finland Subsidiary 2505670‐5 100 Koy Mäntyharjun Lääkärinkuja Finland Subsidiary 2761813‐4 100 Koy Maskun Ruskontie Finland Subsidiary 2610017‐3 100 Koy Mikkelin Kastanjakuja Finland Subsidiary 2915481-2 100 Koy Mikkelin Sahalantie Finland Subsidiary 3004499-5 100 190 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review NAME Country Category Register of corporations Capital held (in %) Koy Jyväskylän Harjutie Finland Subsidiary 3172893-4 100 Koy Jyväskylän Haukankaari Finland Subsidiary 3174128-2 100 Koy Jyväskylän Mannisenmäentie Finland Subsidiary 2816983‐6 100 Koy Jyväskylän Martikaisentie Finland Subsidiary 2575556-5 100 Koy Jyväskylän Palstatie Finland Subsidiary 2923254‐2 100 Koy Jyväskylän Sulkulantie Finland Subsidiary 2850306-4 100 Koy Jyväskylän Väliharjuntie Finland Subsidiary 2639227‐6 100 Koy Jyväskylän Vävypojanpolku Finland Subsidiary 2960547‐6 100 Koy Kaarinan Nurminiitynkatu Finland Subsidiary 2838030‐8 100 Koy Kajaanin Erätie Finland Subsidiary 2749663‐2 100 Koy Kajaanin Hoikankatu Finland Subsidiary 2951667‐6 100 Koy Kajaanin Menninkäisentie Finland Subsidiary 2681416‐8 100 Koy Kajaanin Uitontie Finland Subsidiary 3164208-1 100 Koy Kajaanin Valonkatu Finland Subsidiary 2870293‐6 100 Koy Kalajoen Hannilantie Finland Subsidiary 2768549‐2 100 Koy Kangasalan Hilmanhovi Finland Subsidiary 2262908‐8 100 Koy Kangasalan Mäntyveräjäntie Finland Subsidiary 2688361‐4 100 Koy Kangasalan Rekiäläntie Finland Subsidiary 2940754-1 100 Koy Kaskisten Bladintie Finland Subsidiary 2224949-9 100 Koy Kempeleen Ihmemaantie Finland Subsidiary 3112115-5 100 Koy Keravan Lehmuskatu Finland Subsidiary 3256470-8 100 Koy Keravan Männiköntie Finland Subsidiary 2774061‐5 100 Koy Keuruun Tehtaantie Finland Subsidiary 2877302‐1 100 Koy Kirkkonummen Kotitontunkuja Finland Subsidiary 2692080‐9 100 Koy Kokkolan Ankkurikuja Finland Subsidiary 2955766‐2 100 Koy Kokkolan Kaarlelankatu 68 Finland Subsidiary 2668743-7 100 Koy Kokkolan Vanha Ouluntie Finland Subsidiary 2771913‐8 100 Koy Kontiolahden Päiväperhosenkatu Finland Subsidiary 3115519-5 100 Koy Kotkan Loitsutie Finland Subsidiary 2795792‐9 100 Koy Kotkan Metsäkulmankatu 21 Finland Subsidiary 2225111-8 100 Koy KotkaN Särmääjänkatu 6 Finland Subsidiary 3169793-9 100 Koy Kouvolan Kaartokuja Finland Subsidiary 2697590‐6 100 Koy Kouvolan Rannikkotie Finland Subsidiary 2941695-8 100 Koy Kouvolan Ruskeasuonkatu Finland Subsidiary 2955751-5 100 Koy Kouvolan Vainiolankuja Finland Subsidiary 3134903-7 100 Koy Kouvolan Vinttikaivontie Finland Subsidiary 2543325‐9 100 Koy Kuopion Amerikanraitti 10 Finland Subsidiary 2837113‐7 100 Koy Kuopion Männistönkatu Finland Subsidiary 3127190-3 100 Koy Kuopion Opistokuja 3 Finland Subsidiary 3176660-7 100 Koy Kuopion Pirtinkaari Finland Subsidiary 2873993-1 100 Koy Kuopion Portti A2 Finland Subsidiary 2874104-6 100 Koy Kuopion Rantaraitti Finland Subsidiary 2770280‐3 100 Koy Kuopion Sipulikatu Finland Subsidiary 2509836‐6 100 Koy Lahden Jahtikatu Finland Subsidiary 2861249‐8 100 Koy Lahden Kurenniityntie Finland Subsidiary 3008794-4 100 Koy Lahden Makarantie Finland Subsidiary 2988683-7 100 Koy Lahden Piisamikatu Finland Subsidiary 2861251‐9 100 Koy Lahden Vallesmanninkatu A Finland Subsidiary 2675831‐1 100 Koy Lahden Vallesmanninkatu B Finland Subsidiary 2675827‐4 100 Koy Laihian Jarrumiehentie Finland Subsidiary 2798400‐3 100 Koy Lappeenrannan Orioninkatu Finland Subsidiary 2877591‐6 100 Koy Laukaan Hytösenkuja Finland Subsidiary 2681456‐3 100 Koy Laukaan Peurungantie Finland Subsidiary 2821700-9 100 Koy Laukaan Saratie Finland Subsidiary 2896187‐4 100 Koy Lempäälän Tampereentie Finland Subsidiary 3266246-3 100 Koy Limingan Kauppakaari Finland Subsidiary 2553773‐6 100 Koy Limingan Saunarannantie Finland Subsidiary 3267223-1 100 Koy Lohjan Ansatie Finland Subsidiary 2768296‐1 100 Koy Lohjan Porapojankuja Finland Subsidiary 3130512-2 100 Koy Lohjan Sahapiha Finland Subsidiary 3132701-4 100 Koy Loimaan Itsenäisyydenkatu Finland Subsidiary 2887703-1 100 Koy Loviisan Mannerheiminkatu Finland Subsidiary 2648698‐5 100 Koy Mäntsälän Liedontie Finland Subsidiary 2505670‐5 100 Koy Mäntyharjun Lääkärinkuja Finland Subsidiary 2761813‐4 100 Koy Maskun Ruskontie Finland Subsidiary 2610017‐3 100 Koy Mikkelin Kastanjakuja Finland Subsidiary 2915481-2 100 Koy Mikkelin Sahalantie Finland Subsidiary 3004499-5 100 NAME Country Category Register of corporations Capital held (in %) Koy Mikkelin Väänäsenpolku Finland Subsidiary 2864738‐3 100 Koy Mikkelin Ylännetie 10 Finland Subsidiary 2751792‐3 100 Koy Mikkelin Ylännetie 8 Finland Subsidiary 2839320‐5 100 Koy Mynämäen Opintie Finland Subsidiary 2957425‐1 100 Koy Nokian Kivimiehenkatu Finland Subsidiary 1056103-9 100 Koy Nokian Luhtatie Finland Subsidiary 2882228-4 100 Koy Nokian Näsiäkatu Finland Subsidiary 2772561‐8 100 Koy Nokian Vikkulankatu Finland Subsidiary 2720339‐3 100 Koy Nurmijärven Laidunalue Finland Subsidiary 2415548‐8 100 Koy Nurmijärven Luhtavillantie Finland Subsidiary 3202629-9 100 Koy Nurmijärven Ratakuja Finland Subsidiary 2807462‐6 100 Koy Orimattilan Suppulanpolku Finland Subsidiary 2750819‐7 100 Koy Oulun Isopurjeentie Finland Subsidiary 2255743-2 100 Koy Oulun Jahtivoudintie Finland Subsidiary 2759228-8 100 Koy Oulun Juhlamarssi Finland Subsidiary 3217953-5 100 Koy Oulun Paulareitti Finland Subsidiary 2512290‐1 100 Koy Oulun Raamipolku Finland Subsidiary 2798361-7 100 Koy Oulun Ruismetsä Finland Subsidiary 3008792-8 100 Koy Oulun Salonpään koulu Finland Subsidiary 3100847-8 100 Koy Oulun Sarvisuontie Finland Subsidiary 2899591‐9 100 Koy Oulun Siilotie Finland Subsidiary 3006511-2 100 Koy Oulun Siilotie K21 A Finland Subsidiary 3311639-2 100 Koy Oulun Siilotie K21 B Finland Subsidiary 3311641-3 100 Koy Oulun Siilotie K21 C Finland Subsidiary 3311642-1 100 Koy Oulun Soittajanlenkki Finland Subsidiary 2920514-9 100 Koy Oulun Tahtimarssi Finland Subsidiary 3331416-1 100 Koy Oulun Ukkoherrantie A Finland Subsidiary 3141465-2 100 Koy Oulun Ukkoherrantie B Finland Subsidiary 2781801‐3 100 Koy Oulun Upseerinkatu Finland Subsidiary 3302679-2 100 Koy Oulun Valjastie Finland Subsidiary 3139840-2 100 Koy Oulun Villa Sulkakuja Finland Subsidiary 2695880-7 100 Koy Oulunsalon Vihannestie Finland Subsidiary 3127183-1 100 Koy Paimion Mäkiläntie Finland Subsidiary 2853714‐1 100 Koy Pateniemenranta Finland Subsidiary 2930852-7 100 Koy Pieksämäen Ruustinnantie Finland Subsidiary 2903250-8 100 Koy Pihtiputaan Nurmelanpolku Finland Subsidiary 2860057‐7 100 Koy Pirkkalan Lehtimäentie Finland Subsidiary 2593596‐1 100 Koy Pirkkalan Perensaarentie Finland Subsidiary 2808085‐8 100 Koy Porin Kerhotie Finland Subsidiary 3145625-4 100 Koy Porin Koekatu Finland Subsidiary 2835076‐6 100 Koy Porin Ojantie Finland Subsidiary 2625961‐9 100 Koy Porvoon Fredrika Runebergin katu Finland Subsidiary 2760328‐2 100 Koy Porvoon Haarapääskyntie Finland Subsidiary 2951666‐8 100 Koy Porvoon Peippolankuja Finland Subsidiary 2588814‐9 100 Koy Porvoon Vanha Kuninkaantie Finland Subsidiary 2746305‐6 100 Koy Raahe Kirkkokatu Finland Subsidiary 3143874-2 100 Koy Raahen Palokunnanhovi Finland Subsidiary 2326426‐0 100 Koy Raahen Vihastenkarinkatu Finland Subsidiary 2917887-3 100 Koy Raision Tenavakatu Finland Subsidiary 2553772‐8 100 Koy Riihimäen Jyrätie Finland Subsidiary 2956737-7 100 Koy Rovaniemen Gardininkuja Finland Subsidiary 3100848-6 100 Koy Rovaniemen Mäkiranta Finland Subsidiary 2994385-4 100 Koy Rovaniemen Matkavaarantie Finland Subsidiary 2838821‐1 100 Koy Rovaniemen Muonakuja Finland Subsidiary 3110312-5 100 Koy Rovaniemen Rakkakiventie Finland Subsidiary 2865638-6 100 Koy Rovaniemen Ritarinne Finland Subsidiary 2754616‐9 100 Koy Rovaniemen Santamäentie Finland Subsidiary 3008789-9 100 Koy Ruskon Päällistönmäentie Finland Subsidiary 2789540‐6 100 Koy Salon Papinkuja Finland Subsidiary 3155224-6 100 Koy Sastamalan Tyrväänkyläntie Finland Subsidiary 2872995‐2 100 Koy Siilinjärven Nilsiäntie Finland Subsidiary 2934834‐2 100 Koy Siilinjärven Risulantie Finland Subsidiary 2854061‐5 100 Koy Siilinjärven Sinisiipi Finland Subsidiary 2479104‐6 100 Koy Sipoon Aarrepuistonkuja Finland Subsidiary 2878144‐3 100 Koy Sipoon Aarretie Finland Subsidiary 2870619‐5 100 Koy Sotkamon Kirkkotie Finland Subsidiary 2917890‐2 100 Koy Tampereen Haiharansuu Finland Subsidiary 3192647-1 100 – 191 – Corporate governance Risk factors Financial statements Additional information NAME Country Category Register of corporations Capital held (in %) Koy Tampereen Lentävänniemenkatu Finland Subsidiary 2648697‐7 100 Koy Tampereen Sisunaukio Finland Subsidiary 2355346-8 100 Koy Tampereen Teräskatu Finland Subsidiary 3284989-3 100 Koy Teuvan Tuokkolantie Finland Subsidiary 2225109-7 100 Koy Tornion Torpin Rinnakkaiskatu Finland Subsidiary 2816984‐4 100 Koy Turun Lemmontie Finland Subsidiary 2551472-9 100 Koy Turun Lukkosepänkatu Finland Subsidiary 2842686‐3 100 Koy Turun Malin Trällinkuja Finland Subsidiary 3171440-1 100 Koy Turun Paltankatu (care home) Finland Subsidiary 2845199‐7 100 Koy Turun Teollisuuskatu Finland Subsidiary 2729980‐7 100 Koy Turun Vähäheikkiläntie Finland Subsidiary 2660277‐1 100 Koy Turun Vakiniituntie Finland Subsidiary 2648689‐7 100 Koy Tuusulan Isokarhunkierto Finland Subsidiary 3005414-9 100 Koy Tuusulan Temmontie Finland Subsidiary 3325587-8 100 Koy Ulvilan Kulmalantie Finland Subsidiary 2966954-1 100 Koy Uudenkaupungin Merilinnuntie Finland Subsidiary 2878831‐1 100 Koy Uudenkaupungin Merimetsopolku B Finland Subsidiary 2798800‐4 100 Koy Uudenkaupungin Merimetsopolku C Finland Subsidiary 2797654‐8 100 Koy Uudenkaupungin Puusepänkatu Finland Subsidiary 2766340‐2 100 Koy Vaasan Mäkikaivontie Finland Subsidiary 1743075-2 100 Koy Vaasan Tehokatu Finland Subsidiary 2246849-9 100 Koy Vaasan Uusmetsäntie Finland Subsidiary 3000725-4 100 Koy Vaasan Vanhan Vaasankatu Finland Subsidiary 2882784‐3 100 Koy Valkeakosken Juusontie Finland Subsidiary 3244769-1 100 Koy Vantaan Asolantie (care home) Finland Subsidiary 2319120-9 100 Koy Vantaan Haravakuja Finland Subsidiary 3331473-5 100 Koy Vantaan Koetilankatu Finland Subsidiary 2656382‐1 100 Koy Vantaan Koivukylän Puistotie Finland Subsidiary 2933844‐3 100 Koy Vantaan Mesikukantie Finland Subsidiary 2755333‐4 100 Koy Vantaan Punakiventie Finland Subsidiary 2675834‐6 100 Koy Vantaan Tuovintie Finland Subsidiary 2711240‐8 100 Koy Vantaan Vuohirinne Finland Subsidiary 2691248‐9 100 Koy Varkauden Kaura-ahontie Finland Subsidiary 2798803‐9 100 Koy Varkauden Savontie Finland Subsidiary 2796607‐5 100 Koy Vihdin Hiidenrannantie Finland Subsidiary 2616455‐6 100 Koy Vihdin Vanhan sepän tie Finland Subsidiary 2625959‐8 100 Koy Ylivieskan Alpuumintie Finland Subsidiary 3004201-7 100 Koy Ylivieskan Mikontie 1 Finland Subsidiary 2850860‐7 100 Koy Ylivieskan Ratakatu 12 Finland Subsidiary 2850859‐4 100 Koy Ylöjärven Työväentalontie Finland Subsidiary 2690219‐2 100 Majakka Kiinteistöt Oy Finland Subsidiary 2760856-9 100 Hoivatilat AB Sweden⁹ Subsidiary 559169-2461 100 Älmhult Kungskapsgatan AB Sweden Subsidiary 559149-1732 100 Enköping Hässlinge LSS boende AB Sweden Subsidiary 559152-2247 100 Fanna 24:19 AB (Enköping LSS) Sweden Subsidiary 559252-4788 100 Förskola Kalleberga AB Sweden Subsidiary 559204-7392 100 Förskola Mesta 6:56 AB Sweden Subsidiary 559195-0570 100 Gråmunkehöga LSS Boende AB Sweden Subsidiary 559131-8877 100 Heby LSS boende AB Sweden Subsidiary 559073-5634 100 Hoivatilat Holding 2 AB Sweden Subsidiary 559204-7426 100 Hoivatilat Holding 3 AB Sweden Subsidiary 559296-1519 100 Hoivatilat Holding 4 AB Sweden Subsidiary 559301-4979 100 Hoivatilat Holding 5 AB Sweden Subsidiary 559318-8286 100 Hoivatilat Holding AB Sweden Subsidiary 559192-8311 100 Huddinge Svartviksvägen AB Sweden Subsidiary 559283-2595 100 Lhaolm Nyby LSS boende AB Sweden Subsidiary 559149-6335 100 Norrtälje Östhamra Förskola AB Sweden Subsidiary 559180-2078 100 Nyköping Anderbäck LSS boende AB Sweden Subsidiary 559150-0979 100 Nynäshamn Skola Sittesta AB Sweden Subsidiary 559087-5604 100 Örebro Hovsta Gryt LSS boende AB Sweden Subsidiary 559152-7147 100 Örebro Törsjö LSS boende AB Sweden Subsidiary 559163-1931 100 Oskarshamn Emmekalv LSS boende AB Sweden Subsidiary 559163-3788 100 Staffanstorp Borggård 1:553 AB Sweden Subsidiary 559376-5935 100 Startplattan 193647 AB (Trelleborg) Sweden Subsidiary 559376-5935 100 Startplattan 193648 AB (Proj 1 AB) Sweden Subsidiary 559376-5968 100 Startplattan 193649 AB (Uppsala Norby) Sweden Subsidiary 559937-5976 100 Strängnäs Bivägen AB Sweden Subsidiary 559232-8685 100 192 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review NAME Country Category Register of corporations Capital held (in %) Koy Tampereen Lentävänniemenkatu Finland Subsidiary 2648697‐7 100 Koy Tampereen Sisunaukio Finland Subsidiary 2355346-8 100 Koy Tampereen Teräskatu Finland Subsidiary 3284989-3 100 Koy Teuvan Tuokkolantie Finland Subsidiary 2225109-7 100 Koy Tornion Torpin Rinnakkaiskatu Finland Subsidiary 2816984‐4 100 Koy Turun Lemmontie Finland Subsidiary 2551472-9 100 Koy Turun Lukkosepänkatu Finland Subsidiary 2842686‐3 100 Koy Turun Malin Trällinkuja Finland Subsidiary 3171440-1 100 Koy Turun Paltankatu (care home) Finland Subsidiary 2845199‐7 100 Koy Turun Teollisuuskatu Finland Subsidiary 2729980‐7 100 Koy Turun Vähäheikkiläntie Finland Subsidiary 2660277‐1 100 Koy Turun Vakiniituntie Finland Subsidiary 2648689‐7 100 Koy Tuusulan Isokarhunkierto Finland Subsidiary 3005414-9 100 Koy Tuusulan Temmontie Finland Subsidiary 3325587-8 100 Koy Ulvilan Kulmalantie Finland Subsidiary 2966954-1 100 Koy Uudenkaupungin Merilinnuntie Finland Subsidiary 2878831‐1 100 Koy Uudenkaupungin Merimetsopolku B Finland Subsidiary 2798800‐4 100 Koy Uudenkaupungin Merimetsopolku C Finland Subsidiary 2797654‐8 100 Koy Uudenkaupungin Puusepänkatu Finland Subsidiary 2766340‐2 100 Koy Vaasan Mäkikaivontie Finland Subsidiary 1743075-2 100 Koy Vaasan Tehokatu Finland Subsidiary 2246849-9 100 Koy Vaasan Uusmetsäntie Finland Subsidiary 3000725-4 100 Koy Vaasan Vanhan Vaasankatu Finland Subsidiary 2882784‐3 100 Koy Valkeakosken Juusontie Finland Subsidiary 3244769-1 100 Koy Vantaan Asolantie (care home) Finland Subsidiary 2319120-9 100 Koy Vantaan Haravakuja Finland Subsidiary 3331473-5 100 Koy Vantaan Koetilankatu Finland Subsidiary 2656382‐1 100 Koy Vantaan Koivukylän Puistotie Finland Subsidiary 2933844‐3 100 Koy Vantaan Mesikukantie Finland Subsidiary 2755333‐4 100 Koy Vantaan Punakiventie Finland Subsidiary 2675834‐6 100 Koy Vantaan Tuovintie Finland Subsidiary 2711240‐8 100 Koy Vantaan Vuohirinne Finland Subsidiary 2691248‐9 100 Koy Varkauden Kaura-ahontie Finland Subsidiary 2798803‐9 100 Koy Varkauden Savontie Finland Subsidiary 2796607‐5 100 Koy Vihdin Hiidenrannantie Finland Subsidiary 2616455‐6 100 Koy Vihdin Vanhan sepän tie Finland Subsidiary 2625959‐8 100 Koy Ylivieskan Alpuumintie Finland Subsidiary 3004201-7 100 Koy Ylivieskan Mikontie 1 Finland Subsidiary 2850860‐7 100 Koy Ylivieskan Ratakatu 12 Finland Subsidiary 2850859‐4 100 Koy Ylöjärven Työväentalontie Finland Subsidiary 2690219‐2 100 Majakka Kiinteistöt Oy Finland Subsidiary 2760856-9 100 Hoivatilat AB Sweden⁹ Subsidiary 559169-2461 100 Älmhult Kungskapsgatan AB Sweden Subsidiary 559149-1732 100 Enköping Hässlinge LSS boende AB Sweden Subsidiary 559152-2247 100 Fanna 24:19 AB (Enköping LSS) Sweden Subsidiary 559252-4788 100 Förskola Kalleberga AB Sweden Subsidiary 559204-7392 100 Förskola Mesta 6:56 AB Sweden Subsidiary 559195-0570 100 Gråmunkehöga LSS Boende AB Sweden Subsidiary 559131-8877 100 Heby LSS boende AB Sweden Subsidiary 559073-5634 100 Hoivatilat Holding 2 AB Sweden Subsidiary 559204-7426 100 Hoivatilat Holding 3 AB Sweden Subsidiary 559296-1519 100 Hoivatilat Holding 4 AB Sweden Subsidiary 559301-4979 100 Hoivatilat Holding 5 AB Sweden Subsidiary 559318-8286 100 Hoivatilat Holding AB Sweden Subsidiary 559192-8311 100 Huddinge Svartviksvägen AB Sweden Subsidiary 559283-2595 100 Lhaolm Nyby LSS boende AB Sweden Subsidiary 559149-6335 100 Norrtälje Östhamra Förskola AB Sweden Subsidiary 559180-2078 100 Nyköping Anderbäck LSS boende AB Sweden Subsidiary 559150-0979 100 Nynäshamn Skola Sittesta AB Sweden Subsidiary 559087-5604 100 Örebro Hovsta Gryt LSS boende AB Sweden Subsidiary 559152-7147 100 Örebro Törsjö LSS boende AB Sweden Subsidiary 559163-1931 100 Oskarshamn Emmekalv LSS boende AB Sweden Subsidiary 559163-3788 100 Staffanstorp Borggård 1:553 AB Sweden Subsidiary 559376-5935 100 Startplattan 193647 AB (Trelleborg) Sweden Subsidiary 559376-5935 100 Startplattan 193648 AB (Proj 1 AB) Sweden Subsidiary 559376-5968 100 Startplattan 193649 AB (Uppsala Norby) Sweden Subsidiary 559937-5976 100 Strängnäs Bivägen AB Sweden Subsidiary 559232-8685 100 NAME Country Category Register of corporations Capital held (in %) Tierp LSS Boende AB Sweden Subsidiary 559218-2876 100 Upplands Väsby Havregatan Förskola AB Sweden Subsidiary 559234-9079 100 Uppsala Almungeberg 1 LSS boende AB Sweden Subsidiary 559131-1468 100 Uppsala Almungeberg 2 LSS boende AB Sweden Subsidiary 559150-0938 100 Uppsala Bäling Lövsta 1 LSS boende AB Sweden Subsidiary 556908-5391 100 Uppsala Bäling Lövsta 2 LSS boende AB Sweden Subsidiary 556864-9460 100 Uppsala Sunnersta LSS boende AB Sweden Subsidiary 556900-2024 100 Vallentuna Västlunda LSS boende AB Sweden Subsidiary 559152-7139 100 Växjö LSS boende AB Sweden Subsidiary 559190-6267 100 Aedifica Ireland Limited Ireland¹⁰ Subsidiary 683,400 100 Prudent Capital Limited Ireland Subsidiary 562,309 100 JKP Nursing Home Limited Ireland Subsidiary 483,964 100 Solcrea Limited Ireland Subsidiary 614,470 100 Edge Fusion Limited Ireland Subsidiary 614,415 100 Enthree Limited Ireland Subsidiary 683,028 100 Millennial Generation Limited Ireland Subsidiary 607,665 100 Mallowville SL Spain¹¹ Subsidiary B16839649 100 La Saleta Tomares SL Spain Subsidiary B91643411 100 1. With the exception of Immobe NV (located Avenue Louise 331 in 1050 Brussels, Belgium), all Belgian companies are located Rue Belliard 40 box 11 in 1040 Brussels (Belgium). 2. All German companies are located Knesebeckstrasse 62/63, 10719 Berlin (Germany). 3. All Luxembourg companies are located rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg). 4. All Dutch companies are located Amstelplein 54, 1096 BC Amsterdam (Netherlands). 5. All Jersey companies are located 47 Esplanade in St. Helier JE1 0BD (Jersey). 6. All UK companies are located 13 Hanover Square, London, England, W1S 1HN (United Kingdom). 7. All UK JO companies are located Westcourt, Gelderd Road, Leeds, England, LS12 6DB (United Kingdom). 8. All Finnish companies are located Kasarmintie 21, 90130 Oulu (Finland). 9. All Swedish companies are located Svärdvägen 21, 18233 Danderyd (Sweden). 10. All Irish companies are located 29 Earlsfort Terrace, Dublin 2, Ireland D02 AY28 (Ireland). 11. Travessera de Gràcia 11, 5ª pl., 08021 Barcelona (Spain). 12. The residual 75% is held by an investor who is unrelated to Aedifica. 13. The residual 6% is held by an investor who is unrelated to Aedifica. 14. The residual 50% is held by a partner who is unrelated to Aedifica. 15. The residual 25% is held by a partner who is unrelated to Aedifica. – 193 – Corporate governance Risk factors Financial statements Additional information Note 41: Belgian RREC status (x €1,000) 31/12/2022 31/12/2021 Consolidated debt-to-assets ratio (max. 65%) Non-current financial debts 2,017,256 1,756,679 Other non-current financial liabilities (except for hedging instruments) + 78,374 62,828 Trade debts and other non-current debts + 375 500 Current financial debts + 435,164 324,398 Other current financial liabilities (except for hedging instruments) + 3,487 2,616 Trade debts and other current debts + 66,853 50,109 Total liabilities according to the Royal Decree of 13 July 2014 = 2,601,509 2,197,130 Total assets 6,085,540 5,161,867 Hedging instruments - -123,219 -6,720 Total assets according to the Royal Decree of 13 July 2014 = 5,962,321 5,155,147 Debt-to-assets ratio (in %) / 43.63% 42.62% Additional debt capacity - debt ratio at 60% 975,884 895,958 Additional debt capacity - debt ratio at 65% 1,274,000 1,153,716 Prohibition to invest more than 20% of assets in real estate assets that form a single property At 31 December 2022, the largest group of assets operated by the same tenant represents 10% of the consolidated group assets and is operated by the Korian group. Valuation of investment properties by a valuation expert Aedifica’s properties are valued quarterly by the following independent valuation experts: Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield Netherlands BV, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy, JLL Valuation AB, CBRE Unlimited Company and Jones Lang LaSalle España SA. Note 42: Fair value In accordance with IFRS 13, balance sheet elements for which the fair value can be computed are presented below and broken down according to the levels defined by IFRS 13: (x €1,000) 31/12/2022 31/12/2021 Category Level Book value Fair value Book value Fair value Non-current assets Non-current financial assets 132,322 132,322 7,479 7,479 a. Hedges C 2 123,219 123,219 6,720 6,720 b. Other A 2 9,103 9,103 759 759 Equity-accounted investments C 2 40,824 40,824 40,522 40,522 Current assets Trade receivables A 2 23,577 23,577 20,434 20,434 Tax receivables and other current assets A 2 10,273 10,273 7,368 7,368 Cash and cash equivalents A 1 13,891 13,891 15,335 15,335 Non-current liabilities Non-current financial debts A 2 -2,017,256 -1,811,083 -1,756,679 -1,747,144 Other non-current financial liabilities a. Authorised hedges C 2 -3,858 -3,858 -33,326 -33,326 b. Other A 2 -78,374 -78,374 -62,828 -62,828 Current liabilities Current financial debts A 2 -435,164 -435,164 -324,398 -324,398 Trade debts and other current debts A 2 -60,863 -60,863 -49,811 -49,811 Other current financial liabilities A 2 -3,487 -3,487 -2,616 -2,616 194 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 41: Belgian RREC status (x €1,000) 31/12/2022 31/12/2021 Consolidated debt-to-assets ratio (max. 65%) Non-current financial debts 2,017,256 1,756,679 Other non-current financial liabilities (except for hedging instruments) + 78,374 62,828 Trade debts and other non-current debts + 375 500 Current financial debts + 435,164 324,398 Other current financial liabilities (except for hedging instruments) + 3,487 2,616 Trade debts and other current debts + 66,853 50,109 Total liabilities according to the Royal Decree of 13 July 2014 = 2,601,509 2,197,130 Total assets 6,085,540 5,161,867 Hedging instruments - -123,219 -6,720 Total assets according to the Royal Decree of 13 July 2014 = 5,962,321 5,155,147 Debt-to-assets ratio (in %) / 43.63% 42.62% Additional debt capacity - debt ratio at 60% 975,884 895,958 Additional debt capacity - debt ratio at 65% 1,274,000 1,153,716 Prohibition to invest more than 20% of assets in real estate assets that form a single property At 31 December 2022, the largest group of assets operated by the same tenant represents 10% of the consolidated group assets and is operated by the Korian group. Valuation of investment properties by a valuation expert Aedifica’s properties are valued quarterly by the following independent valuation experts: Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield Netherlands BV, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy, JLL Valuation AB, CBRE Unlimited Company and Jones Lang LaSalle España SA. Note 42: Fair value In accordance with IFRS 13, balance sheet elements for which the fair value can be computed are presented below and broken down according to the levels defined by IFRS 13: (x €1,000) 31/12/2022 31/12/2021 Category Level Book value Fair value Book value Fair value Non-current assets Non-current financial assets 132,322 132,322 7,479 7,479 a. Hedges C 2 123,219 123,219 6,720 6,720 b. Other A 2 9,103 9,103 759 759 Equity-accounted investments C 2 40,824 40,824 40,522 40,522 Current assets Trade receivables A 2 23,577 23,577 20,434 20,434 Tax receivables and other current assets A 2 10,273 10,273 7,368 7,368 Cash and cash equivalents A 1 13,891 13,891 15,335 15,335 Non-current liabilities Non-current financial debts A 2 -2,017,256 -1,811,083 -1,756,679 -1,747,144 Other non-current financial liabilities a. Authorised hedges C 2 -3,858 -3,858 -33,326 -33,326 b. Other A 2 -78,374 -78,374 -62,828 -62,828 Current liabilities Current financial debts A 2 -435,164 -435,164 -324,398 -324,398 Trade debts and other current debts A 2 -60,863 -60,863 -49,811 -49,811 Other current financial liabilities A 2 -3,487 -3,487 -2,616 -2,616 These categories follow the classification specified by IFRS 9: - category A: financial assets or liabilities (including accounts receivable and loans) carried at amortised cost; - category B: assets or liabilities recognised at fair value through net income; - category C: assets or liabilities that must be measured at fair value through the net income. Authorised hedging instruments belong to category C, except for hedging instruments that meet the requirements of hedge accounting (see IFRS 9), where changes in fair value are recognised in equity. Note 43: Put options granted to non-controlling shareholders The Company has committed to acquire the non-controlling shareholdings (6% of the share capital) owned by third parties in Aedifica Luxemburg I SCS, Aedifica Luxemburg II SCS, Aedifica Luxemburg III SCS, Aedifica Luxemburg IV SCS, Aedifica Luxemburg V SCS, Aedifica Luxemburg VI SCS and Aedifica Residenzen Nord GmbH, should these third parties wish to exercise their put options. The exercise price of such options granted to non-controlling interest is reflected on the liability side of balance sheet on line ‘I.C.b. Other non-current financial liabilities – Other’ (see Notes 16 and 24). Note 44: Alternative Performance Measures (APMs) For many years, Aedifica has been using Alternative Performance Measures in its financial communications based on ESMA (European Securities and Market Authority) guidelines published on 5 October 2015. Some of these APMs are recommended by the European Public Real Estate Association (EPRA) while others have been defined by the industry or by Aedifica; the aim is to provide readers with a better understanding of the Company’s results and performance. The APMs used in this annual financial report are identified with an asterisk (). The performance measures which are defined by IFRS standards or by Law are not considered as APMs, nor are those which are not based on the consolidated income statement or the balance sheet. The APMs are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements. The definition of the APMs, as applied to Aedifica’s financial statements, may differ from those used in the financial statements of other companies Note 44.1: Investment properties Aedifica uses the performance measures presented below to determine the value of its investment properties; however, these measures are not defined under IFRS. They reflect alternate clustering of investment properties with the aim of providing the reader with the most relevant information. (x €1,000) 31/12/2022 31/12/2021 Marketable investment properties 5,365,071 4,651,161 + Right of use of plots of land 70,335 57,947 + Development projects 184,295 151,954 Investment properties 5,619,701 4,861,062 + Assets classified as held for sale 84,033 35,360 Investment properties including assets classified as held for sale, or real estate portfolio 5,703,734 4,896,422 - Development projects -184,295 -151,954 Marketable investment properties including assets classified as held for sale, or investment properties portfolio 5,519,439 4,744,468 Note 44.2: Rental income on a like-for-like basis Aedifica uses the net rental income on a like-for-like basis to reflect the performance of investment properties excluding the effect of scope changes. (x €1,000) 01/01/2022 - 31/12/2022 01/01/2021 - 31/12/2021 Rental income 273,132 232,118 - Scope changes -55,048 -22,846 = Rental income on a like-for-like basis 218,084 209,272 – 195 – Corporate governance Risk factors Financial statements Additional information Note 44.3: Operating charges, operating margin and EBIT margin Aedifica uses operating charges to aggregate the operating charges. It represents items IV. to XV. of the income statement. Aedifica uses the operating margin and the EBIT margin to reflect the profitability of its rental activities. They represent the property operating result divided by net rental income and the operating result before result on portfolio divided by net rental income, respectively. 31/12/2022 (x €1,000) BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT Rental income (a) 67,432 56,738 33,571 57,472 44,725 3,917 9,245 32 - 273,132 Net rental income (b) 67,080 56,369 32,884 57,324 44,695 3,914 9,245 32 - 271,543 Property result (c) 67,092 56,295 32,928 57,318 45,180 3,763 9,245 32 - 271,853 Property operating result (d) 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 - 262,633 OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 -32,959 229,674 Operating margin (d)/(b) 96.7% EBIT margin (e)/(b) 84.6% Operating charges (e)-(b) 41,869 31/12/2021 (x €1,000) BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT Rental income (a) 62,548 44,971 30,429 49,911 39,797 1,958 2,504 - - 232,118 Net rental income (b) 62,548 44,969 29,734 49,836 39,883 1,958 2,504 - - 231,432 Property result (c) 62,562 44,866 29,142 49,937 39,613 1,911 2,504 - - 230,535 Property operating result (d) 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - - 222,940 OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - -29,613 193,327 Operating margin (d)/(b) 96.3% EBIT margin (e)/(b) 83.5% Operating charges (e)-(b) 38,105 Note 44.4: Financial result excl. changes in fair value of financial instruments Aedifica uses the financial result excl. changes in fair value of financial instruments to reflect its financial result before the non-cash effect of financial instruments; however, this performance measure is not defined under IFRS. It represents the total of items XX., XXI. and XXII. of the income statement. (x €1,000) 31/12/2022 31/12/2021 XX. Financial income 1,606 843 XXI. Net interest charges -30,651 -27,548 XXII. Other financial charges -7,194 -5,457 Financial result excl. changes in fair value of financial instruments -36,239 -32,162 196 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Note 44.3: Operating charges, operating margin and EBIT margin Aedifica uses operating charges to aggregate the operating charges. It represents items IV. to XV. of the income statement. Aedifica uses the operating margin and the EBIT margin to reflect the profitability of its rental activities. They represent the property operating result divided by net rental income and the operating result before result on portfolio divided by net rental income, respectively. 31/12/2022 (x €1,000) BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT Rental income (a) 67,432 56,738 33,571 57,472 44,725 3,917 9,245 32 - 273,132 Net rental income (b) 67,080 56,369 32,884 57,324 44,695 3,914 9,245 32 - 271,543 Property result (c) 67,092 56,295 32,928 57,318 45,180 3,763 9,245 32 - 271,853 Property operating result (d) 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 - 262,633 OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) 66,448 54,745 30,883 55,359 42,624 3,435 9,107 32 -32,959 229,674 Operating margin (d)/(b) 96.7% EBIT margin (e)/(b) 84.6% Operating charges (e)-(b) 41,869 31/12/2021 (x €1,000) BE DE NL UK FI SE IE ES Non- allocated TOTAL SEGMENT RESULT Rental income (a) 62,548 44,971 30,429 49,911 39,797 1,958 2,504 - - 232,118 Net rental income (b) 62,548 44,969 29,734 49,836 39,883 1,958 2,504 - - 231,432 Property result (c) 62,562 44,866 29,142 49,937 39,613 1,911 2,504 - - 230,535 Property operating result (d) 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - - 222,940 OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) 61,945 43,699 28,109 46,888 37,991 1,818 2,490 - -29,613 193,327 Operating margin (d)/(b) 96.3% EBIT margin (e)/(b) 83.5% Operating charges (e)-(b) 38,105 Note 44.4: Financial result excl. changes in fair value of financial instruments Aedifica uses the financial result excl. changes in fair value of financial instruments to reflect its financial result before the non-cash effect of financial instruments; however, this performance measure is not defined under IFRS. It represents the total of items XX., XXI. and XXII. of the income statement. (x €1,000) 31/12/2022 31/12/2021 XX. Financial income 1,606 843 XXI. Net interest charges -30,651 -27,548 XXII. Other financial charges -7,194 -5,457 Financial result excl. changes in fair value of financial instruments -36,239 -32,162 Note 44.5: Average cost of debt Aedifica uses average cost of debt and average cost of debt (incl. commitment fees) to reflect the costs of its financial debts; however, these performance measures are not defined under IFRS. They represent annualised net interest charges deducted by reinvoiced interests and IFRS 16 (and commitment fees) divided by weighted average financial debts. (x €1,000) 31/12/2022 31/12/2021 Weighted average financial debts (a) 2,263,976 1,906,683 XXI. Net interest charges -30,651 -27,548 Reinvoiced interests (incl. in XX. Financial income) 1,183 327 Interest cost related to leasing debts booked in accordance with IFRS 16 951 984 Annualised net interest charges (b) -28,517 -26,237 Average cost of debt (b)/(a) 1.3% 1.4% Commitment fees (incl. in XXII. Other financial charges) -3,437 -2,785 Annualised net interest charges (incl. commitment fees) (c) -31,954 -29,022 Average cost of debt (incl. commitment fees) (c)/(a) 1.4% 1.5% Note 44.6: Interest cover ratio Aedifica uses the interest cover ratio to measure its ability to meet interest payments obligations related to debt financing and should be at least equal to 2.0x. However, this performance measure is not defined under IFRS. The interest cover ratio is calculated based on the definition set out in the prospectus of Aedifica’s Sustainability Bond: ‘Operating result before result on the portfolio’ (lines I to XV of the consolidated income statement) divided by ‘Net interest charges’ (line XXI). (x €1,000) 31/12/2022 31/12/2021 Operating result before result on portfolio 229,674 193,327 XXI. Net interest charges -30,651 -27,548 The interest cover ratio 7.5 7.0 Note 44.7: Equity Aedifica uses equity excl. changes in fair value of hedging instruments to reflect equity before non-cash effects of the revaluation of hedging instruments; however, this performance measure is not defined under IFRS. It represents the line ‘equity attributable to owners of the parent’ without cumulated non-cash effects of the revaluation of hedging instruments. (x €1,000) 31/12/2022 31/12/2021 Equity attributable to owners of the parent 3,282,785 2,781,171 - Effect of the distribution of the dividend 2021 0 -118,496 Sub-total excl. effect of the distribution of the dividend 2021 3,282,785 2,662,675 - Effect of the changes in fair value of hedging instruments -118,908 27,317 Equity excl. changes in fair value of hedging instruments 3,163,877 2,689,992 Note 44.8: Key performance indicators according to the EPRA principles Aedifica supports reporting standardisation, which has been designed to improve the quality and comparability of information. The Group supplies its investors with most of the information recommended by EPRA (see also the ‘Reporting according to EPRA standards’ chapter of this Annual Financial Report on pages 208-221). The following indicators are considered APMs and are calculated in the aforementioned EPRA chapter: - EPRA Earnings represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. The EPRA Earnings is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA chapter of the Annual Financial Report (in accordance with the model recommended by EPRA). - EPRA Net Reinstatement Value represents the line ‘equity attributable to owners of the parent’ after corrections recommended by the EPRA. The EPRA Net Reinstatement Value assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity. - EPRA Net Tangible Assets represents the line ‘equity attributable to owners of the parent’ after corrections recommended by the EPRA. The EPRA Net Tangible Assets assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. - EPRA Net Disposal Value represents the line ‘equity attributable to owners of the parent’ after corrections recommended by the EPRA. The EPRA Net Disposal Value represents the value accruing to the Company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax. - EPRA Cost Ratio (including direct vacancy costs) and EPRA Cost Ratio (excluding direct vacancy costs) represent aggregate operational costs as recommended by the EPRA. - EPRA LTV represents the percentage of debt compared to the appraised value of the properties. – 197 – Corporate governance Risk factors Financial statements Additional information 2. Abridged Statutory Financial Statements The Abridged Statutory Financial Statements of Aedifica NV/SA, prepared under IFRS, are summarised below in accordance with Article 3:17 of Belgian Companies and Associations Code. The unabridged Statutory Financial Statements of Aedifica NV/SA, its Management Report and its Auditors’ Report will be registered at the National Bank of Belgium within the legal deadlines. These documents will also be available for free on the Company’s website (www.aedifica.eu) or on request at the Company’s headquarters. The statutory auditor released an unqualified opinion on the Statutory Financial Statements of Aedifica NV/SA. The mandatory distribution in the REIT legislation only relates to the adjusted net result as shown in the REIT’s statutory annual accounts (prepared in accordance with IFRS). The FSMA circular of 2 July 2020 allows various accounting options to recognise subisdiaries in the statutory accounts. Currently, Aedifica has opted for the ‘at cost’ model to account for its subsidiaries. This means that dividends are recognised in the statutory financial statements when the REIT’s right to receive them is established (IAS 27.12). This implies that the dividends received are then included in the REIT’s net income for the year and, consequently, in the distribution obligation. Abridged Statutory Income Statement Year ending on 31 December (x €1,000) 31/12/2022 31/12/2021 I. Rental income 98,417 85,482 II. Writeback of lease payments sold and discounted 0 0 III. Rental-related charges -584 -1 Net rental income 97,833 85,481 IV. Recovery of property charges 0 0 V. Recovery of rental charges and taxes normally paid by tenants on let properties 1,613 1,158 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease 0 0 VII. Charges and taxes not recovered by the tenant on let properties -1,635 -1,111 VIII. Other rental-related income and charges 31 -47 Property result 97,842 85,481 IX. Technical costs -275 -163 X. Commercial costs 0 0 XI. Charges and taxes on unlet properties -6 -2 XII. Property management costs 582 -95 XIII. Other property charges 0 0 Property charges 301 -260 Property operating result 98,143 85,221 XIV. Overheads -18,840 -17,175 XV. Other operating income and charges 19 673 Operating result before result on portfolio 79,322 68,719 XVI. Gains and losses on disposals of investment properties 410 199 XVII. Gains and losses on disposals of other non-financial assets 1 0 XVIII. Changes in fair value of investment properties 44,256 32,487 XIX. Other result on portfolio 2,946 -2,239 Operating result 126,935 99,166 XX. Financial income 109,708 116,143 XXI. Net interest charges -30,336 -25,505 XXII. Other financial charges -8,772 -5,296 XXIII. Changes in fair value of financial assets and liabilities 121,058 14,621 Net finance costs 191,658 99,963 XXIV. Share in the profit or loss of associates and joint ventures accounted for using the equity method -132 3,525 Profit before tax (loss) 318,461 202,654 XXV. Corporate tax and deferred taxes -8,999 -4,359 XXVI. Exit tax 0 -121 Tax expense -8,999 -4,480 Profit (loss) 309,462 198,174 Basic earnings per share (€) 8.12 5.70 Diluted earnings per share (€) 8.12 5.70 198 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2. Abridged Statutory Financial Statements The Abridged Statutory Financial Statements of Aedifica NV/SA, prepared under IFRS, are summarised below in accordance with Article 3:17 of Belgian Companies and Associations Code. The unabridged Statutory Financial Statements of Aedifica NV/SA, its Management Report and its Auditors’ Report will be registered at the National Bank of Belgium within the legal deadlines. These documents will also be available for free on the Company’s website (www.aedifica.eu) or on request at the Company’s headquarters. The statutory auditor released an unqualified opinion on the Statutory Financial Statements of Aedifica NV/SA. The mandatory distribution in the REIT legislation only relates to the adjusted net result as shown in the REIT’s statutory annual accounts (prepared in accordance with IFRS). The FSMA circular of 2 July 2020 allows various accounting options to recognise subisdiaries in the statutory accounts. Currently, Aedifica has opted for the ‘at cost’ model to account for its subsidiaries. This means that dividends are recognised in the statutory financial statements when the REIT’s right to receive them is established (IAS 27.12). This implies that the dividends received are then included in the REIT’s net income for the year and, consequently, in the distribution obligation. Abridged Statutory Income Statement Year ending on 31 December (x €1,000) 31/12/2022 31/12/2021 I. Rental income 98,417 85,482 II. Writeback of lease payments sold and discounted 0 0 III. Rental-related charges -584 -1 Net rental income 97,833 85,481 IV. Recovery of property charges 0 0 V. Recovery of rental charges and taxes normally paid by tenants on let properties 1,613 1,158 VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease 0 0 VII. Charges and taxes not recovered by the tenant on let properties -1,635 -1,111 VIII. Other rental-related income and charges 31 -47 Property result 97,842 85,481 IX. Technical costs -275 -163 X. Commercial costs 0 0 XI. Charges and taxes on unlet properties -6 -2 XII. Property management costs 582 -95 XIII. Other property charges 0 0 Property charges 301 -260 Property operating result 98,143 85,221 XIV. Overheads -18,840 -17,175 XV. Other operating income and charges 19 673 Operating result before result on portfolio 79,322 68,719 XVI. Gains and losses on disposals of investment properties 410 199 XVII. Gains and losses on disposals of other non-financial assets 1 0 XVIII. Changes in fair value of investment properties 44,256 32,487 XIX. Other result on portfolio 2,946 -2,239 Operating result 126,935 99,166 XX. Financial income 109,708 116,143 XXI. Net interest charges -30,336 -25,505 XXII. Other financial charges -8,772 -5,296 XXIII. Changes in fair value of financial assets and liabilities 121,058 14,621 Net finance costs 191,658 99,963 XXIV. Share in the profit or loss of associates and joint ventures accounted for using the equity method -132 3,525 Profit before tax (loss) 318,461 202,654 XXV. Corporate tax and deferred taxes -8,999 -4,359 XXVI. Exit tax 0 -121 Tax expense -8,999 -4,480 Profit (loss) 309,462 198,174 Basic earnings per share (€) 8.12 5.70 Diluted earnings per share (€) 8.12 5.70 Abridged Statutory Statement of Comprehensive Income Year ending on 31 December (x €1,000) 31/12/2022 31/12/2021 I. Profit (loss) 309,462 198,174 II. Other comprehensive income recyclable under the income statement A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment properties 0 0 B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under IFRS 17,972 4,273 D. Currency translation differences linked to conversion of foreign activities 0 0 H. Other comprehensive income, net of taxes 3,688 6,179 Comprehensive income 331,122 208,626 Abridged Statutory Balance Sheet ASSETS 31/12/2022 31/12/2021 Year ending on 31 December (x €1,000) I. Non-current assets A. Goodwill 0 0 B. Intangible assets 1,637 1,772 C. Investment properties 1,864,902 1,819,073 D. Other tangible assets 1,516 1,873 E. Non-current financial assets 3,009,314 2,166,278 F. Finance lease receivables 0 0 G. Trade receivables and other non-current assets 0 0 H. Deferred tax assets 2,028 1,071 Total non-current assets 4,879,397 3,990,067 II. Current assets A. Assets classified as held for sale 31,637 0 B. Current financial assets 0 0 C. Finance lease receivables 0 0 D. Trade receivables 12,538 11,024 E. Tax receivables and other current assets 437,399 466,381 F. Cash and cash equivalents 1,086 5,352 G. Deferred charges and accrued income 6,839 2,239 Total current assets 489,499 484,996 TOTAL ASSETS 5,368,896 4,475,063 – 199 – Corporate governance Risk factors Financial statements Additional information EQUITY AND LIABILITIES 31/12/2022 31/12/2021 Year ending on 31 December (x €1,000) EQUITY A. Capital 1,006,881 917,101 B. Share premium account 1,516,108 1,301,002 C. Reserves 320,941 219,634 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 218,653 189,877 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS 8,945 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -7,836 -23,820 f. Reserve of exchange differences relating to foreign currency monetary items -444 70 g. Foreign currency translation reserves 0 0 h. Reserve for treasury shares -31 0 j. Reserve for actuarial gains and losses of defined benefit pension plans -99 0 k. Reserve for deferred taxes on investment properties located abroad -7,361 -6,240 m. Other reserves 251 3,015 n. Result brought forward from previous years 99,804 63,622 o. Reserve- share NI & OCI of equity method invest 9,059 5,894 D. Profit (loss) of the year 309,462 198,174 TOTAL EQUITY 3,153,392 2,635,911 LIABILITIES I. Non-current liabilities A. Provisions 0 0 B. Non-current financial debts 1,747,809 1,480,304 a. Borrowings 970,952 683,147 c. Other 776,857 797,157 C. Other non-current financial liabilities 7,444 36,028 a. Authorised hedges 3,858 32,130 b. Other 3,586 3,898 D. Trade debts and other non-current debts 0 0 E. Other non-current liabilities 0 0 F. Deferred tax liabilities 17,370 9,929 Non-current liabilities 1,772,623 1,526,261 II. Current liabilities A. Provisions 0 0 B. Current financial debts 417,164 290,033 a. Borrowings 165,164 40,033 c. Other 252,000 250,000 C. Other current financial liabilities 561 606 D. Trade debts and other current debts 16,013 12,150 a. Exit tax 0 298 b. Other 16,013 11,852 E. Other current liabilities 0 0 F. Accrued charges and deferred income 9,143 10,102 Total current liabilities 442,881 312,891 TOTAL LIABILITIES 2,215,504 1,839,152 TOTAL EQUITY AND LIABILITIES 5,368,896 4,475,063 200 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review EQUITY AND LIABILITIES 31/12/2022 31/12/2021 Year ending on 31 December (x €1,000) EQUITY A. Capital 1,006,881 917,101 B. Share premium account 1,516,108 1,301,002 C. Reserves 320,941 219,634 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 218,653 189,877 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS 8,945 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -7,836 -23,820 f. Reserve of exchange differences relating to foreign currency monetary items -444 70 g. Foreign currency translation reserves 0 0 h. Reserve for treasury shares -31 0 j. Reserve for actuarial gains and losses of defined benefit pension plans -99 0 k. Reserve for deferred taxes on investment properties located abroad -7,361 -6,240 m. Other reserves 251 3,015 n. Result brought forward from previous years 99,804 63,622 o. Reserve- share NI & OCI of equity method invest 9,059 5,894 D. Profit (loss) of the year 309,462 198,174 TOTAL EQUITY 3,153,392 2,635,911 LIABILITIES I. Non-current liabilities A. Provisions 0 0 B. Non-current financial debts 1,747,809 1,480,304 a. Borrowings 970,952 683,147 c. Other 776,857 797,157 C. Other non-current financial liabilities 7,444 36,028 a. Authorised hedges 3,858 32,130 b. Other 3,586 3,898 D. Trade debts and other non-current debts 0 0 E. Other non-current liabilities 0 0 F. Deferred tax liabilities 17,370 9,929 Non-current liabilities 1,772,623 1,526,261 II. Current liabilities A. Provisions 0 0 B. Current financial debts 417,164 290,033 a. Borrowings 165,164 40,033 c. Other 252,000 250,000 C. Other current financial liabilities 561 606 D. Trade debts and other current debts 16,013 12,150 a. Exit tax 0 298 b. Other 16,013 11,852 E. Other current liabilities 0 0 F. Accrued charges and deferred income 9,143 10,102 Total current liabilities 442,881 312,891 TOTAL LIABILITIES 2,215,504 1,839,152 TOTAL EQUITY AND LIABILITIES 5,368,896 4,475,063 Abridged Statutory Statement of Changes in Equity (x €1,000) 01/01/2021 Capital increase in cash Capital increase in kind Acquisitions / disposals of treasury shares Consolidated comprehensive income Appropriation of the previous year's result Other transfer relating to asset disposals Transfers between reserves Other and roundings 31/12/2021 Capital 836,401 69,603 11,098 0 0 0 0 0 -1 917,101 Share premium account 1,054,109 211,714 35,179 0 0 0 0 0 0 1,301,002 Reserves 69,562 0 0 0 10,452 139,620 0 0 0 219,634 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 154,258 0 0 0 0 38,635 -3,015 0 0 189,877 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS -23,233 0 0 0 10,452 -3 0 0 0 -12,784 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -22,964 0 0 0 0 -856 0 0 0 -23,820 f. Reserve of exchange differences relating to foreign currency monetary items -4,746 0 0 0 0 4,816 0 0 0 70 g. Foreign currency translation reserves 0 0 0 0 0 0 0 0 0 0 h. Reserve for treasury shares 0 0 0 0 0 0 0 0 0 0 j. Reserve for actuarial gains and losses of defined benefit pension plans 0 0 0 0 0 0 0 0 0 0 k. Reserve for deferred taxes on investment properties located abroad -2,630 0 0 0 0 -3,611 0 0 1 -6,240 m. Other reserves -1,806 0 0 0 0 1,806 3,015 0 -1 3,014 n. Result brought forward from previous years -33,712 0 0 0 0 97,334 0 0 0 63,622 o. Reserve- share NI & OCI of equity method invest 4,395 0 0 0 0 1,499 0 0 0 5,894 Profit (loss) 186,801 0 0 0 198,174 -186,801 0 0 0 198,174 TOTAL EQUITY 2,146,873 281,317 46,277 0 208,626 -47,181 0 0 -1 2,635,911 – 201 – Corporate governance Risk factors Financial statements Additional information (x €1,000) 01/01/2022 Capital increase in cash Capital increase in kind Acquisitions / disposals of treasury shares Consolidated comprehensive income Appropriation of the previous year's result Other transfer relating to asset disposals Transfers between reserves Other and roundings 31/12/2022 Capital 917,101 74,131 15,649 0 0 0 0 0 0 1,006,881 Share premium account 1,301,002 177,291 37,816 0 0 0 0 0 -1 1,516,108 Reserves 219,634 0 0 -31 21,661 79,679 0 0 -1 320,941 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 189,877 0 0 0 0 29,026 -251 0 0 218,652 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS -12,784 0 0 0 21,760 -31 0 0 0 8,945 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -23,820 0 0 0 0 15,984 0 0 0 -7,836 f. Reserve of exchange differences relating to foreign currency monetary items 70 0 0 0 0 -514 0 0 0 -444 g. Foreign currency translation reserves 0 0 0 0 0 0 0 0 0 0 h. Reserve for treasury shares 0 0 0 -31 0 0 0 0 0 -31 j. Reserve for actuarial gains and losses of defined benefit pension plans 0 0 0 0 -99 0 0 0 0 -99 k. Reserve for deferred taxes on investment properties located abroad -6,240 0 0 0 0 -1,121 0 0 0 -7,361 m. Other reserves 3,014 0 0 0 0 -3,014 251 0 0 251 n. Result brought forward from previous years 63,622 0 0 0 0 36,184 0 0 -1 99,805 o. Reserve- share NI & OCI of equity method invest 5,894 0 0 0 0 3,165 0 0 0 9,059 Profit (loss) 198,174 0 0 0 309,462 -198,174 0 0 0 309,462 TOTAL EQUITY 2,635,911 251,422 53,465 -31 331,123 -118,495 0 0 -2 3,153,392 202 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review (x €1,000) 01/01/2022 Capital increase in cash Capital increase in kind Acquisitions / disposals of treasury shares Consolidated comprehensive income Appropriation of the previous year's result Other transfer relating to asset disposals Transfers between reserves Other and roundings 31/12/2022 Capital 917,101 74,131 15,649 0 0 0 0 0 0 1,006,881 Share premium account 1,301,002 177,291 37,816 0 0 0 0 0 -1 1,516,108 Reserves 219,634 0 0 -31 21,661 79,679 0 0 -1 320,941 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 189,877 0 0 0 0 29,026 -251 0 0 218,652 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS -12,784 0 0 0 21,760 -31 0 0 0 8,945 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -23,820 0 0 0 0 15,984 0 0 0 -7,836 f. Reserve of exchange differences relating to foreign currency monetary items 70 0 0 0 0 -514 0 0 0 -444 g. Foreign currency translation reserves 0 0 0 0 0 0 0 0 0 0 h. Reserve for treasury shares 0 0 0 -31 0 0 0 0 0 -31 j. Reserve for actuarial gains and losses of defined benefit pension plans 0 0 0 0 -99 0 0 0 0 -99 k. Reserve for deferred taxes on investment properties located abroad -6,240 0 0 0 0 -1,121 0 0 0 -7,361 m. Other reserves 3,014 0 0 0 0 -3,014 251 0 0 251 n. Result brought forward from previous years 63,622 0 0 0 0 36,184 0 0 -1 99,805 o. Reserve- share NI & OCI of equity method invest 5,894 0 0 0 0 3,165 0 0 0 9,059 Profit (loss) 198,174 0 0 0 309,462 -198,174 0 0 0 309,462 TOTAL EQUITY 2,635,911 251,422 53,465 -31 331,123 -118,495 0 0 -2 3,153,392 Abridged Statutory Appropriation Account The main variation in result appropriation relates to the change in the fair value of financial instruments (see comments on corrected profit) and the increase in deferred taxes due to the higher increase in the fair value of German assets resulting in a higher tax liability. PROPOSED APPROPRIATION 31/12/2022 31/12/2021 Year ending on 31 December (x €1,000) A. Profit (loss) 309,462 198,174 B. Transfer to/from the reserves 151,937 43,494 1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties (-/+) 44,252 51,484 2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment properties (-/+) 0 -22,458 3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (-) 0 -31 4. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (+) 34 0 5. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not qualifying for hedge accounting (-) 0 0 6. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not qualifying for hedge accounting (+) 118,980 15,984 7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (-/+) -4,027 -514 8. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) -6,485 -1,121 9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) 0 0 10. Transfer to/from other reserves (-/+) -251 -3,015 11. Transfer to/from the result carried forward of the previous years (-/+) 0 0 12. Transfer to the reserve- share NI & OCI of equity method invest -566 3,165 C. Remuneration of the capital provided in article 13, § 1, para. 1 123,830 111,079 D. Remuneration of the capital - other than C 17,333 7,417 Proposed remuneration of the capital (C + D) 141,163 118,496 Result to be carried forward 16,362 36,184 SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE 7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE 31/12/2022 31/12/2021 (x €1,000) Paid-up capital or, if greater, subscribed capital (+) 1,006,881 917,101 Share premium account unavailable for distribution according to the Articles of Association (+) 565,068 1,301,002 Reserve for positive balance of changes in fair value of investment properties (+) 262,903 218,903 Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS (+/-) 8,979 -12,815 Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS (+/-) 111,144 -7,836 Reserve of the balance of currency translation differences on monetary assets and liabilities (+) 0 0 Reserve for foreign exchange differences linked to conversion of foreign operations (+/-) 0 0 Reserve for the balance of changes in fair value of financial assets available for sale (+/-) 0 0 Reserve for actuarial differences of defined benefits pension plans (+) 0 0 Reserve of the fiscal latencies related to investment properties abroad (+) 0 0 Reserve of the received dividends aimed at the reimbursement of financial debts (+) 0 0 Other reserves declared as non-distributable by the general meeting (+) 0 0 Reserve- share NI & OCI of equity method invest 8,493 9,059 Legal reserve (+) 0 0 Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and Associations Code 1,963,468 2,425,414 Net asset 3,153,392 2,635,911 Interim dividend 0 0 Final dividend -141,163 -118,496 Net asset after distribution 3,012,229 2,517,415 Headroom after distribution 1,048,761 92,001 – 203 – Corporate governance Risk factors Financial statements Additional information Corrected profit as defined in the Royal Decree of 13 July 2014 The corrected profit as defined in the Royal Decree of 13 July 2014 is calculated as follows, based on the Statutory Accounts: (x €1,000) 31/12/2022 31/12/2021 Profit (loss) 309,462 198,174 Depreciation 797 789 Write-downs 618 0 Other non-cash items -111,395 -27,427 Gains and losses on disposals of investment properties -410 -199 Changes in fair value of investment properties -44,284 -32,487 Roundings 0 0 Corrected profit 154,788 138,850 Denominator° (in shares) 38,152,107 34,851,824 CORRECTED PROFIT PER SHARE° (in € per share) 4.06 3.98 Interim dividend 0 0 Final dividend 141,163 118,496 Total proposed dividend 141,163 118,496 PAY-OUT RATIO (MIN. 80%) 91% 85% ° Based on the rights to the dividend for the shares issued during the year. The main increase compared to last year’s profit correction relates to other non-cash items, and more specifically to the positive fair value of financial instruments hedging variable interest rate risk. Due to the increase in interest rates, the value of those instruments increased significantly in 2022. 204 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Corrected profit as defined in the Royal Decree of 13 July 2014 The corrected profit as defined in the Royal Decree of 13 July 2014 is calculated as follows, based on the Statutory Accounts: (x €1,000) 31/12/2022 31/12/2021 Profit (loss) 309,462 198,174 Depreciation 797 789 Write-downs 618 0 Other non-cash items -111,395 -27,427 Gains and losses on disposals of investment properties -410 -199 Changes in fair value of investment properties -44,284 -32,487 Roundings 0 0 Corrected profit 154,788 138,850 Denominator° (in shares) 38,152,107 34,851,824 CORRECTED PROFIT PER SHARE° (in € per share) 4.06 3.98 Interim dividend 0 0 Final dividend 141,163 118,496 Total proposed dividend 141,163 118,496 PAY-OUT RATIO (MIN. 80%) 91% 85% ° Based on the rights to the dividend for the shares issued during the year. The main increase compared to last year’s profit correction relates to other non-cash items, and more specifically to the positive fair value of financial instruments hedging variable interest rate risk. Due to the increase in interest rates, the value of those instruments increased significantly in 2022. Abridged statutory statement of changes in equity after appropriation of the year’s result (x €1,000) Equity as per 31/12/2022 Proposed result's appropriation Equity as per 31/12/2022 after proposed result's appropriation Capital 1,006,881 0 1,006,881 Share premium account 1,516,108 0 1,516,108 Reserves 320,941 309,462 630,403 a. Legal reserve 0 0 0 b. Reserve for the balance of changes in fair value of investment properties 218,652 44,252 262,904 d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS 8,945 34 8,979 e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS -7,836 118,980 111,144 f. Reserve of exchange differences relating to foreign currency monetary items -444 -4,027 -4,471 g. Foreign currency translation reserves 0 0 0 h. Reserve for treasury shares -31 0 -31 j. Reserve for actuarial gains and losses of defined benefit pension plans -99 0 -99 k. Reserve for deferred taxes on investment properties located abroad -7,361 -6,485 -13,846 m. Other reserves 251 -251 0 n. Result brought forward from previous years 99,805 157,525 257,330 o. Reserve- share NI & OCI of equity method invest 9,059 -566 8,493 Profit (loss) 309,462 -309,462 0 TOTAL EQUITY 3,153,392 0 3,153,392 – 205 – Corporate governance Risk factors Financial statements Additional information Additional information Espoo Matinkartanontie - Espoo (FI) 206 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1. Reporting according to EPRA standards pages 208-221 2. Summary of investment properties pages 222-232 3. External verification pages 233-242 4. Standing documents pages 243-260 5. EPRA sBPR content table pages 261 6. GRI content index pages 262-264 7. Statements pages 265-266 8. Glossary pages 267-271 – 207 – Corporate governance Risk factors Financial statements Additional information 1. Reporting according to EPRA BPR standards The EPRA (‘European Public Real Estate Association’) is the voice of Europe’s publicly traded real estate sector and the most widely used global benchmark for listed real estate. The Aedifica share has been included in the ‘FTSE EPRA/NAREIT Developed Europe Index’ since March 2013. At 31 December 2022, Aedifica is included in the EPRA Europe index with a weight of approx. 1.8% and in the EPRA Belgium index with a weight of approx. 19.8%. In September 2022, Aedifica received an 8 th consecutive ‘EPRA BPR Gold Award’ for its Annual Financial Report (financial year 2021), thus remaining in the leading group of European companies evaluated by EPRA. 1.1 EPRA key performance indicators 31/12/2022 31/12/2021 EPRA Earnings Earnings from operational activities. The EPRA Earnings represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. x €1,000 181,386 151,479 € / share 4.76 4.35 EPRA Net Reinstatement Value Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1st January 2020. EPRA NRV assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity x €1,000 3,656,251 3,089,707 € / share 91.74 85.10 EPRA Net Tangible Assets Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1st January 2020. EPRA NTA assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. x €1,000 3,176,816 2,642,684 € / share 79.71 72.78 EPRA Net Disposal Value Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1st January 2020. EPRA NDV represents the value accruing to the company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax. x €1,000 3,344,516 2,508,249 € / share 83.92 69.08 EPRA Net Initial Yield (NIY) Annualised rental income based on the cash rents passing at the balance sheet date, less non- recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchaser’s costs % 4.9% 4.9% EPRA Topped-up NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods or other unexpired lease incentives such as discounted rent periods and step rents % 5.1% 5.1% EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio % 0.4% 0.5% EPRA Cost Ratio (including direct vacancy costs) Administrative & operating costs (including costs of direct vacancy) divided by gross rental income % 15.9% 16.7% EPRA Cost Ratio (excluding direct vacancy costs) Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income % 15.9% 16.7% EPRA LTV The EPRA LTV aims to represent the Company's indebtedness compared to the market value of its assets % 43.4% 42.8% 208 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1. Reporting according to EPRA BPR standards The EPRA (‘European Public Real Estate Association’) is the voice of Europe’s publicly traded real estate sector and the most widely used global benchmark for listed real estate. The Aedifica share has been included in the ‘FTSE EPRA/NAREIT Developed Europe Index’ since March 2013. At 31 December 2022, Aedifica is included in the EPRA Europe index with a weight of approx. 1.8% and in the EPRA Belgium index with a weight of approx. 19.8%. In September 2022, Aedifica received an 8 th consecutive ‘EPRA BPR Gold Award’ for its Annual Financial Report (financial year 2021), thus remaining in the leading group of European companies evaluated by EPRA. 1.1 EPRA key performance indicators 31/12/2022 31/12/2021 EPRA Earnings Earnings from operational activities. The EPRA Earnings represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. x €1,000 181,386 151,479 € / share 4.76 4.35 EPRA Net Reinstatement Value Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1st January 2020. EPRA NRV assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity x €1,000 3,656,251 3,089,707 € / share 91.74 85.10 EPRA Net Tangible Assets Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1st January 2020. EPRA NTA assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. x €1,000 3,176,816 2,642,684 € / share 79.71 72.78 EPRA Net Disposal Value Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1st January 2020. EPRA NDV represents the value accruing to the company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax. x €1,000 3,344,516 2,508,249 € / share 83.92 69.08 EPRA Net Initial Yield (NIY) Annualised rental income based on the cash rents passing at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with (estimated) purchaser’s costs % 4.9% 4.9% EPRA Topped-up NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rent-free periods or other unexpired lease incentives such as discounted rent periods and step rents % 5.1% 5.1% EPRA Vacancy Rate Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio % 0.4% 0.5% EPRA Cost Ratio (including direct vacancy costs) Administrative & operating costs (including costs of direct vacancy) divided by gross rental income % 15.9% 16.7% EPRA Cost Ratio (excluding direct vacancy costs) Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income % 15.9% 16.7% EPRA LTV The EPRA LTV aims to represent the Company's indebtedness compared to the market value of its assets % 43.4% 42.8% 1.2 EPRA Earnings EPRA Earnings 31/12/2022 31/12/2021 x €1,000 Earnings (owners of the parent) per IFRS income statement 331,778 281,824 Adjustments to calculate EPRA Earnings, exclude: (i) Changes in value of investment properties, development properties held for investment and other interests -84,877 -160,211 (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests -787 -534 (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties - - (iv) Tax on profits or losses on disposals - 559 (v) Goodwill impairment 18,103 3,540 (vi) Changes in fair value of financial instruments and associated close-out costs -123,242 -14,813 (vii) Acquisition costs on share deals and non-controlling joint venture interests (IFRS 3) - - (viii) Deferred taxes in respect of EPRA adjustments 42,705 46,452 (ix) Adjustments (i) to (viii) above in respect of joint ventures -1,806 -6,011 (x) Non-controlling interests in respect of the above -488 673 Roundings - - EPRA Earnings (owners of the parent) 181,386 151,479 Number of shares (Denominator IAS 33) 38,113,384 34,789,526 EPRA Earnings per Share (EPRA EPS - in €/share) 4.76 4.35 EPRA Earnings diluted per Share (EPRA diluted EPS - in €/share) 4.76 4.35 See section 1.3 of the ‘Financial Review’ chapter for a summary of the consolidated financial statements. – 209 – Corporate governance Risk factors Financial statements Additional information 1.3 EPRA Net Asset Value indicators Situation as per 31 December 2022 EPRA Net Reinstatement Value EPRA Net Tangible Assets EPRA Net Disposal Value x €1,000 NAV per the financial statements (owners of the parent) 3,282,785 3,282,785 3,282,785 NAV per the financial statements (in €/share) (owners of the parent) 82.37 82.37 82.37 (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) 772 772 772 Diluted NAV, after the exercise of options, convertibles and other equity interests 3,282,013 3,282,013 3,282,013 Include: (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) - - - (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) - - - (ii.c) Revaluation of other non-current investments - - - (iii) Revaluation of tenant leases held as finance leases - - - (iv) Revaluation of trading properties - - - Diluted NAV at Fair Value 3,282,013 3,282,013 3,282,013 Exclude: (v) Deferred taxes in relation to fair value gains of IP 159,238 159,238 (vi) Fair value of financial instruments -118,908 -118,908 (vii) Goodwill as a result of deferred taxes 45,161 45,161 45,161 (vii.a) Goodwill as per the IFRS balance sheet -188,830 -188,830 (vii.b) Intangibles as per the IFRS balance sheet -1,857 Include: (ix) Fair value of fixed interest rate debt 206,173 (x) Revaluation of intangibles to fair value - (xi) Real estate transfer tax 288,748 - Include/exclude: Adjustments (i) to (v) in respect of joint venture interests - - - Adjusted net asset value (owners of the parent) 3,656,251 3,176,816 3,344,516 Number of shares outstanding (excl. treasury shares) 39,854,966 39,854,966 39,854,966 Adjusted net asset value (in €/share) (owners of the parent) 91.74 79.71 83.92 x €1,000 Fair value as % of total portfolio % of deferred tax excluded Portfolio that is subject to deferred tax and intention is to hold and not to sell in the long run 4,258,625 77% 100% 210 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.3 EPRA Net Asset Value indicators Situation as per 31 December 2022 EPRA Net Reinstatement Value EPRA Net Tangible Assets EPRA Net Disposal Value x €1,000 NAV per the financial statements (owners of the parent) 3,282,785 3,282,785 3,282,785 NAV per the financial statements (in €/share) (owners of the parent) 82.37 82.37 82.37 (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) 772 772 772 Diluted NAV, after the exercise of options, convertibles and other equity interests 3,282,013 3,282,013 3,282,013 Include: (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) - - - (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) - - - (ii.c) Revaluation of other non-current investments - - - (iii) Revaluation of tenant leases held as finance leases - - - (iv) Revaluation of trading properties - - - Diluted NAV at Fair Value 3,282,013 3,282,013 3,282,013 Exclude: (v) Deferred taxes in relation to fair value gains of IP 159,238 159,238 (vi) Fair value of financial instruments -118,908 -118,908 (vii) Goodwill as a result of deferred taxes 45,161 45,161 45,161 (vii.a) Goodwill as per the IFRS balance sheet -188,830 -188,830 (vii.b) Intangibles as per the IFRS balance sheet -1,857 Include: (ix) Fair value of fixed interest rate debt 206,173 (x) Revaluation of intangibles to fair value - (xi) Real estate transfer tax 288,748 - Include/exclude: Adjustments (i) to (v) in respect of joint venture interests - - - Adjusted net asset value (owners of the parent) 3,656,251 3,176,816 3,344,516 Number of shares outstanding (excl. treasury shares) 39,854,966 39,854,966 39,854,966 Adjusted net asset value (in €/share) (owners of the parent) 91.74 79.71 83.92 x €1,000 Fair value as % of total portfolio % of deferred tax excluded Portfolio that is subject to deferred tax and intention is to hold and not to sell in the long run 4,258,625 77% 100% Situation as per 31 December 2021 EPRA Net Reinstatement Value EPRA Net Tangible Assets EPRA Net Disposal Value x €1,000 NAV per the financial statements (owners of the parent) 2,662,675 2,662,675 2,662,675 NAV per the financial statements (in €/share) (owners of the parent) 73.34 73.34 73.34 (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) 2,235 2,235 2,235 Diluted NAV, after the exercise of options, convertibles and other equity interests 2,660,440 2,660,440 2,660,440 Include: (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) - - - (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) - - - (ii.c) Revaluation of other non-current investments - - - (iii) Revaluation of tenant leases held as finance leases - - - (iv) Revaluation of trading properties - - - Diluted NAV at Fair Value 2,660,440 2,660,440 2,660,440 Exclude: (v) Deferred taxes in relation to fair value gains of IP 118,586 118,586 (vi) Fair value of financial instruments 27,317 27,317 (vii) Goodwill as a result of deferred taxes 45,161 45,161 45,161 (vii.a) Goodwill as per the IFRS balance sheet -206,887 -206,887 (vii.b) Intangibles as per the IFRS balance sheet -1,934 Include: (ix) Fair value of fixed interest rate debt 9,535 (x) Revaluation of intangibles to fair value - (xi) Real estate transfer tax 238,203 - Include/exclude: Adjustments (i) to (v) in respect of joint venture interests - - - Adjusted net asset value (owners of the parent) 3,089,707 2,642,684 2,508,249 Number of shares outstanding (excl. treasury shares) 36,308,157 36,308,157 36,308,157 Adjusted net asset value (in €/share) (owners of the parent) 85.10 72.78 69.08 x €1,000 Fair value as % of total portfolio % of deferred tax excluded Portfolio that is subject to deferred tax and intention is to hold and not to sell in the long run 3,584,425 75% 100% – 211 – Corporate governance Risk factors Financial statements Additional information 1.4 EPRA NIY & EPRA topped-up NIY EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY 1 31/12/2022 x €1,000 BE DE NL UK FI SE IE ES Total Investment properties - wholly owned 1,290,741 1,193,837 654,940 960,611 1,016,577 79,010 348,670 4,980 5,549,366 Investment properties - share of JVs/Funds - - - - - - - - - Trading properties (including share of JVs) 12,197 38,360 - 33,476 - - - - 84,033 Less: developments -3,548 -34,631 -14,838 -34,347 -31,777 -2,130 -59,544 -3,480 -184,295 Completed property portfolio 1,299,390 1,197,566 640,102 959,740 984,800 76,880 289,126 1,500 5,449,104 Allowance for estimated purchasers' costs 32,764 84,833 52,834 63,715 24,620 1,171 28,781 30 288,748 Gross up completed property portfolio valuation 1,332,154 1,282,399 692,936 1,023,455 1,009,420 78,051 317,907 1,530 5,737,852 Annualised cash passing rental income 70,104 59,932 34,805 57,264 50,588 3,866 14,023 75 290,658 Property outgoings 2 -611 -1,596 -1,976 -1,965 -2,070 -479 -138 - -8,835 Annualised net rents 69,494 58,336 32,830 55,298 48,518 3,387 13,885 75 281,822 Add: notional rent expiration of rent free periods or other lease incentives 776 1,171 1,237 4,065 1,191 - 1,356 - 9,795 Topped-up net annualised rent 70,269 59,507 34,067 59,363 49,708 3,387 15,241 75 291,618 EPRA NIY (in %) 5.2% 4.5% 4.7% 5.4% 4.8% 4.3% 4.4% 0.0% 4.9% EPRA Topped-up NIY (in %) 5.3% 4.6% 4.9% 5.8% 4.9% 4.3% 4.8% 0.0% 5.1% EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY 1 31/12/2021 x €1,000 BE DE NL UK FI SE IE ES Total Investment properties - wholly owned 1,218,690 1,102,436 587,375 825,057 881,952 79,350 105,755 2,500 4,803,115 Investment properties - share of JVs/Funds - - - - - - - - - Trading properties (including share of JVs) - - - 6,660 28,700 - - - 35,360 Less: developments -5,473 -44,923 -23,270 -10,051 -50,802 -1,021 -13,914 -2,500 -151,954 Completed property portfolio 1,213,217 1,057,513 564,105 821,666 859,850 78,329 -91,841 - 4,686,521 Allowance for estimated purchasers' costs 30,615 75,350 45,785 54,636 21,496 1,193 -9,127 - 238,203 Gross up completed property portfolio valuation 1,243,832 1,132,863 609,890 876,302 881,346 79,522 -100,968 - 4,924,724 Annualised cash passing rental income 62,397 51,538 31,208 49,617 45,805 3,892 -4,680 - 249,136 Property outgoings 2 -627 -1,319 -1,623 -2,949 -1,875 -141 -14 - -8,547 Annualised net rents 61,770 50,219 29,585 46,668 43,930 3,751 -4,660 - 240,589 Add: notional rent expiration of rent free periods or other lease incentives 1,478 3,676 47 3,250 713 - -200 - 9,364 Topped-up net annualised rent 63,248 53,895 29,632 49,918 44,643 3,751 -4,866 - 249,953 EPRA NIY (in %) 5.0% 4.4% 4.9% 5.3% 5.0% 4.7% -4.6% - 4.9% EPRA Topped-up NIY (in %) 5.1% 4.8% 4.9% 5.7% 5.1% 4.7% -4.8% - 5.1% 1. See Note 3 for more details on segment information. 2. The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to ‘real-estate charges’ as presented in the consolidated IFRS accounts. 212 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.4 EPRA NIY & EPRA topped-up NIY EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY 1 31/12/2022 x €1,000 BE DE NL UK FI SE IE ES Total Investment properties - wholly owned 1,290,741 1,193,837 654,940 960,611 1,016,577 79,010 348,670 4,980 5,549,366 Investment properties - share of JVs/Funds - - - - - - - - - Trading properties (including share of JVs) 12,197 38,360 - 33,476 - - - - 84,033 Less: developments -3,548 -34,631 -14,838 -34,347 -31,777 -2,130 -59,544 -3,480 -184,295 Completed property portfolio 1,299,390 1,197,566 640,102 959,740 984,800 76,880 289,126 1,500 5,449,104 Allowance for estimated purchasers' costs 32,764 84,833 52,834 63,715 24,620 1,171 28,781 30 288,748 Gross up completed property portfolio valuation 1,332,154 1,282,399 692,936 1,023,455 1,009,420 78,051 317,907 1,530 5,737,852 Annualised cash passing rental income 70,104 59,932 34,805 57,264 50,588 3,866 14,023 75 290,658 Property outgoings 2 -611 -1,596 -1,976 -1,965 -2,070 -479 -138 - -8,835 Annualised net rents 69,494 58,336 32,830 55,298 48,518 3,387 13,885 75 281,822 Add: notional rent expiration of rent free periods or other lease incentives 776 1,171 1,237 4,065 1,191 - 1,356 - 9,795 Topped-up net annualised rent 70,269 59,507 34,067 59,363 49,708 3,387 15,241 75 291,618 EPRA NIY (in %) 5.2% 4.5% 4.7% 5.4% 4.8% 4.3% 4.4% 0.0% 4.9% EPRA Topped-up NIY (in %) 5.3% 4.6% 4.9% 5.8% 4.9% 4.3% 4.8% 0.0% 5.1% EPRA Net Initial Yield (NIY) and EPRA Topped-up NIY 1 31/12/2021 x €1,000 BE DE NL UK FI SE IE ES Total Investment properties - wholly owned 1,218,690 1,102,436 587,375 825,057 881,952 79,350 105,755 2,500 4,803,115 Investment properties - share of JVs/Funds - - - - - - - - - Trading properties (including share of JVs) - - - 6,660 28,700 - - - 35,360 Less: developments -5,473 -44,923 -23,270 -10,051 -50,802 -1,021 -13,914 -2,500 -151,954 Completed property portfolio 1,213,217 1,057,513 564,105 821,666 859,850 78,329 -91,841 - 4,686,521 Allowance for estimated purchasers' costs 30,615 75,350 45,785 54,636 21,496 1,193 -9,127 - 238,203 Gross up completed property portfolio valuation 1,243,832 1,132,863 609,890 876,302 881,346 79,522 -100,968 - 4,924,724 Annualised cash passing rental income 62,397 51,538 31,208 49,617 45,805 3,892 -4,680 - 249,136 Property outgoings 2 -627 -1,319 -1,623 -2,949 -1,875 -141 -14 - -8,547 Annualised net rents 61,770 50,219 29,585 46,668 43,930 3,751 -4,660 - 240,589 Add: notional rent expiration of rent free periods or other lease incentives 1,478 3,676 47 3,250 713 - -200 - 9,364 Topped-up net annualised rent 63,248 53,895 29,632 49,918 44,643 3,751 -4,866 - 249,953 EPRA NIY (in %) 5.0% 4.4% 4.9% 5.3% 5.0% 4.7% -4.6% - 4.9% EPRA Topped-up NIY (in %) 5.1% 4.8% 4.9% 5.7% 5.1% 4.7% -4.8% - 5.1% 1. See Note 3 for more details on segment information. 2. The scope of the real-estate charges to be excluded for calculating the EPRA Net Initial Yield is defined in the EPRA Best Practices and does not correspond to ‘real-estate charges’ as presented in the consolidated IFRS accounts. 1.5 Investment properties – rental data Investment properties – Rental data 1 31/12/2022 x €1,000 Gross rental income 2 Net rental income 3 Lettable space (in m²) Contractual rents 4 Estimated rental value (ERV) on empty spaces Estimated rental value (ERV) EPRA Vacancy rate (in %) 5 Segment Belgium 66,273 65,641 534,633 70,880 - 65,644 0.0% Germany 54,204 52,580 570,274 61,103 - 58,542 0.0% Netherlands 32,884 30,883 355,370 36,043 692 37,287 1.9% United Kingdom 54,820 52,855 310,210 61,328 - 58,474 0.0% Finland 44,555 42,484 257,350 51,779 561 55,513 1.0% Sweden 3,914 3,435 17,323 3,866 - 4,030 0.0% Ireland 9,245 9,107 96,816 15,379 - 14,743 0.0% Spain 32 32 8,449 75 - 75 0.0% Total marketable investment properties 265,927 257,017 2,150,425 300,453 1,253 294,308 0.4% Reconciliation to income statement Properties sold during the 2022 financial year 330 330 Properties held for sale 5,286 5,286 Other adjustments - - Total marketable investment properties 271,543 262,633 Investment properties – Rental data 1 31/12/2021 x €1,000 Gross rental income 2 Net rental income 3 Lettable space (in m²) Contractual rents 4 Estimated rental value (ERV) on empty spaces Estimated rental value (ERV) EPRA Vacancy rate (in %) 5 Segment Belgium 62,548 61,945 507,461 63,875 - 62,385 0.0% Germany 44,969 43,699 588,686 55,214 - 54,917 0.0% Netherlands 29,132 27,457 348,223 31,255 661 31,514 2.1% United Kingdom 48,575 45,627 289,471 52,867 - 50,771 0.0% Finland 38,276 36,384 221,756 46,518 563 44,799 1.3% Sweden 1,958 1,818 15,991 3,892 - 4,043 0.0% Ireland 2,504 2,490 43,070 4,880 - 4,759 0.0% Spain - - - - - - 0.0% Total marketable investment properties 227,962 219,420 2,014,658 258,500 1,223 253,188 0.5% Reconciliation to income statement Properties sold during the 2021 financial year 1,175 1,225 Properties held for sale 2,295 2,295 Other adjustments - - Total marketable investment properties 231,432 222,940 1. See ‘Summary of investment properties’ in section 2 of the ‘Additional information’ chapter for more details on rental data. 2. The total ‘gross rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘net rental income’ of the consolidated IFRS accounts. 3. The total ‘net rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘property operating result’ of the consolidated IFRS accounts. 4. The current rent at the closing date plus future rent on leases signed as at 31 December 2022 or 31 December 2021. 5. See ‘Risk factors’ chapter section 2 ‘Rents and tenants’ for more details on vacancy risk. – 213 – Corporate governance Risk factors Financial statements Additional information 1.6 Investment properties – like-for-like net rental income Investment properties – Like-for-like net rental income 31/12/2022 31/12/2021 x €1,000 Net rental income on a like-for- like basis 1 Acquisitions Disposals Transfers due to completion Net rental income of the period 2 Net rental income on a like-for- like basis 1 Like-for- like net rental income Segment Belgium 63,968 1,149 60 1,270 66,448 61,114 4.67% Germany 38,758 10,124 - 5,863 54,745 38,284 1.24% Netherlands 27,663 -461 - 3,681 30,883 26,685 3.66% United Kingdom 48,013 6,827 129 390 55,359 45,437 5.67% Finland 35,538 1,568 140 5,378 42,624 33,713 5.41% Sweden 968 2,467 - - 3,435 1,051 -7.90% Ireland 1,212 7,895 - - 9,107 1,145 0.06% Spain - 32 - - 32 - - Total marketable investment properties 216,120 29,601 329 16,582 262,633 207,429 4.19% Reconciliation to income statement Properties sold during the 2022 financial year - Properties held for sale - Other adjustments - Total marketable investment properties 262,633 1. Marketable investment properties owned throughout the two financial years. 2. The total ‘net rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘property operating result’ of the consolidated IFRS accounts. 214 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.6 Investment properties – like-for-like net rental income Investment properties – Like-for-like net rental income 31/12/2022 31/12/2021 x €1,000 Net rental income on a like-for- like basis 1 Acquisitions Disposals Transfers due to completion Net rental income of the period 2 Net rental income on a like-for- like basis 1 Like-for- like net rental income Segment Belgium 63,968 1,149 60 1,270 66,448 61,114 4.67% Germany 38,758 10,124 - 5,863 54,745 38,284 1.24% Netherlands 27,663 -461 - 3,681 30,883 26,685 3.66% United Kingdom 48,013 6,827 129 390 55,359 45,437 5.67% Finland 35,538 1,568 140 5,378 42,624 33,713 5.41% Sweden 968 2,467 - - 3,435 1,051 -7.90% Ireland 1,212 7,895 - - 9,107 1,145 0.06% Spain - 32 - - 32 - - Total marketable investment properties 216,120 29,601 329 16,582 262,633 207,429 4.19% Reconciliation to income statement Properties sold during the 2022 financial year - Properties held for sale - Other adjustments - Total marketable investment properties 262,633 1. Marketable investment properties owned throughout the two financial years. 2. The total ‘net rental income’ defined in EPRA Best Practices, reconciled with the consolidated IFRS income statement, corresponds to the ‘property operating result’ of the consolidated IFRS accounts. 1.7 Investment properties – valuation data Investment properties – Valuation data ¹ 31/12/2022 x €1,000 Fair value Changes in fair value EPRA NIY (in %) Reversion rate (in %) Segment Belgium 1,299,390 17,728 5.2% -8% Germany 1,197,566 39,927 4.5% -4% Netherlands 640,102 23,434 4.7% 1% United Kingdom 959,740 1,081 5.4% -5% Finland 984,800 14,160 4.8% 6% Sweden 76,880 -574 4.3% 4% Ireland 289,126 -13,905 4.4% -4% Spain 1,500 - 0.0% 0% Total marketable investment properties including assets as held for sale 5,449,104 81,851 4.9% -3% Reconciliation to the consolidated IFRS balance sheet Development projects 184,295 4,258 Right of use of plots of land 70,335 -1,232 Total investment properties including assets classified as held for sale, or real estate portfolio 5,703,734 84,877 Investment properties – Valuation data ¹ 31/12/2021 x €1,000 Fair value Changes in fair value EPRA NIY (in %) Reversion rate (in %) Segment Belgium 1,213,217 23,931 5.0% -2% Germany 1,057,513 31,370 4.4% -1% Netherlands 564,105 13,363 4.9% -1% United Kingdom 821,666 25,960 5.3% -4% Finland 859,850 55,729 5.0% -5% Sweden 78,329 5,542 4.7% 4% Ireland 91,841 -1,272 4.6% -3% Spain - - 0.0% 0% Total marketable investment properties including assets as held for sale 4,686,521 154,623 4.9% -3% Reconciliation to the consolidated IFRS balance sheet Development projects 151,954 6,692 57,947 -1,104 Total investment properties including assets classified as held for sale, or real estate portfolio 4,896,422 160,211 1. See section 1 ‘Our portfolio’ of the ‘Portfolio’ chapter for more details on valuation data. – 215 – Corporate governance Risk factors Financial statements Additional information 1.8 Investment properties – lease data Investment properties – Lease data 31/12/2022 x €1,000 Current rent of leases expiring (x €1,000) Average remaining maturity 1 (in years) Not later than one year Later than one year and not later than two years Later than two years and not later than five years Later than five years Segment Belgium 20 - - 22 70,858 Germany 22 473 - - 60,630 Netherlands 17 - - 82 35,961 United Kingdom 22 - - - 61,328 Finland 12 180 699 1,429 49,471 Sweden 12 118 - 119 3,629 Ireland 24 - - - 15,379 Spain 30 - - - 75 Total marketable investment properties including assets as held for sale 19 771 699 1,652 297,331 1. Termination at following possible break. 216 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.8 Investment properties – lease data Investment properties – Lease data 31/12/2022 x €1,000 Current rent of leases expiring (x €1,000) Average remaining maturity 1 (in years) Not later than one year Later than one year and not later than two years Later than two years and not later than five years Later than five years Segment Belgium 20 - - 22 70,858 Germany 22 473 - - 60,630 Netherlands 17 - - 82 35,961 United Kingdom 22 - - - 61,328 Finland 12 180 699 1,429 49,471 Sweden 12 118 - 119 3,629 Ireland 24 - - - 15,379 Spain 30 - - - 75 Total marketable investment properties including assets as held for sale 19 771 699 1,652 297,331 1. Termination at following possible break. 1.9 Properties under construction / in development Situation as per 31 December 2022 (in € million) Cost to date Costs to completion Future interest to be capitalised Forecast total cost Forecast completion date Lettable space (in m²) % Pre-let ERV on completion Total 191 479 10 671 2027 ± 173,000 100% 34.8 Situation as per 31 December 2021 (in € million) Cost to date Costs to completion Future interest to be capitalised Forecast total cost Forecast completion date Lettable space (in m²) % Pre-let ERV on completion Total 140 619 8 767 2026 ± 198,000 100% 36.0 The figures in this table are rounded amounts. The sum of certain figures might therefore not correspond to the stated total. The breakdown for these projects is provided in section 1.2 of the ‘Portfolio’ chapter. – 217 – Corporate governance Risk factors Financial statements Additional information 1.10 EPRA Cost Ratios EPRA Cost ratios (x €1,000) 31/12/2022 31/12/2021 Administrative/operating expense line per IFRS statement -43,458 -38,791 Rental-related charges -1,589 -686 Recovery of property charges - - Charges and taxes not recovered by the tenant on let properties -45 116 Other rental-related income and charges 355 -1,013 Technical costs -3,373 -1,432 Commercial costs -29 -61 Charges and taxes on unlet properties -53 -2 Property management costs -4,655 -5,433 Other property charges -1,110 -667 Overheads -33,556 -30,930 Other operating income and charges 597 1,317 EPRA Costs (including direct vacancy costs) (A) -43,458 -38,791 Charges and taxes on unlet properties 53 2 EPRA Costs (excluding direct vacancy costs) (B) -43,405 -38,789 Gross Rental Income (C) 273,132 232,118 EPRA Cost Ratio (including direct vacancy costs) (A/C) 15.9% 16.7% EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 15.9% 16.7% Overhead and operating expenses capitalised (including share of joint ventures) 422 618 Aedifica capitalises some project management costs. 218 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.10 EPRA Cost Ratios EPRA Cost ratios (x €1,000) 31/12/2022 31/12/2021 Administrative/operating expense line per IFRS statement -43,458 -38,791 Rental-related charges -1,589 -686 Recovery of property charges - - Charges and taxes not recovered by the tenant on let properties -45 116 Other rental-related income and charges 355 -1,013 Technical costs -3,373 -1,432 Commercial costs -29 -61 Charges and taxes on unlet properties -53 -2 Property management costs -4,655 -5,433 Other property charges -1,110 -667 Overheads -33,556 -30,930 Other operating income and charges 597 1,317 EPRA Costs (including direct vacancy costs) (A) -43,458 -38,791 Charges and taxes on unlet properties 53 2 EPRA Costs (excluding direct vacancy costs) (B) -43,405 -38,789 Gross Rental Income (C) 273,132 232,118 EPRA Cost Ratio (including direct vacancy costs) (A/C) 15.9% 16.7% EPRA Cost Ratio (excluding direct vacancy costs) (B/C) 15.9% 16.7% Overhead and operating expenses capitalised (including share of joint ventures) 422 618 Aedifica capitalises some project management costs. 1.11 Capital expenditure Capital expenditure Group (excl. joint ventures) Joint venture (proportionate share) Total group 31/12/2022 BE DE NL UK FI SE IE ES 31/12/2022 Property related capex (1) Acquisitions ¹ 467,081 59,960 16,687 14,405 150,793 9,315 2,977 211,354 1,590 - 467,081 (2) Development ² 305,359 4,399 67,055 36,041 56,436 88,546 3,021 48,783 1,078 - 305,359 (3) Investment properties ³ 4,388 453 2,022 360 1,866 -655 143 199 - - 4,388 Incremental lettable space 3,097 406 1,192 30 1,981 -655 143 - - - 3,097 No incremental lettable space 1,291 47 830 330 -115 - - 199 - - 1,291 Capex related incentives - - - - - - - - - - - Other - - - - - - - - - - - (4) Capitalised interests ⁴ 3,953 62 1,507 424 279 927 41 713 - - 3,953 Total capex 780,781 64,874 87,272 51,230 209,373 98,133 6,182 261,049 2,668 - 780,781 Conversion from accrual to cash basis⁵ -4,753 -62 -1,506 -424 -279 -1,718 -51 -713 - - -4,753 Total capex on cash basis 776,029 64,812 85,765 50,807 209,095 96,415 6,132 260,336 2,668 - 776,029 Capital expenditure Group (excl. joint ventures) Joint venture (proportionate share) Total group 31/12/2021 BE DE NL UK FI SE IE ES 31/12/2021 Property related capex (1) Acquisitions ¹ 625,372 19,237 298,875 25,075 112,631 19,999 43,437 103,575 2,542 - 625,372 (2) Development ² 273,370 8,255 98,017 47,235 22,417 81,509 7,917 7,971 49 - 273,370 (3) Investment properties ³ 11,110 145 1,622 2,214 723 4,997 1,409 - - - 11,110 Incremental lettable space 7,704 115 441 19 723 4,997 1,409 - - - 7,704 No incremental lettable space 3,406 30 1,181 2,195 - - - - - - 3,406 Capex related incentives - - - - - - - - - - - Other - - - - - - - - - - - (4) Capitalised interests ⁴ 3,321 -9 1,742 514 33 878 55 108 - - 3,321 Total capex 913,173 27,628 400,256 75,038 135,804 107,384 52,818 111,654 2,591 - 913,173 Conversion from accrual to cash basis⁵ +7,434 +5,006 +1,406 -222 +1,542 -624 +219 +107 - - +7,434 Total capex on cash basis 920,607 32,634 401,662 74,816 137,346 106,760 53,037 111,761 2,591 - 920,607 1. See Note 22 for reconciliation with the cash flow statement. 2. Corresponds to ‘Capitalised development costs’ and ‘Other capitalised expenses’ for development projects, see Note 22. 3. Corresponds to ‘Other capitalised expenses’ for marketable investment properties, see Note 22. 4. Corresponds to ‘Capitalised interest charges’, see Note 22. 5. For reconciliation with ‘Development costs’ in the cash flow statement, add ‘Development’, ‘Investment properties’, ‘Capitalised interests’ and ‘Conversion from accrual to cash basis’. – 219 – Corporate governance Risk factors Financial statements Additional information 1.12 EPRA LTV EPRA LTV 31/12/2022 Proportionate Consolidation Group – as reported Share of joint ventures Share of material associates Non-controlling interest Combined x €1,000 Include: Borrowings from Financial Institutions 1,604,966 - 16,129 24,525 1,596,570 Commercial paper 263,000 - - - 263,000 Hybrids (including convertibles, preference shares, debt, options and forwards) - - - - - Bond loans 584,454 - - - 584,454 Foreign currency derivatives (futures, swaps, options and forwards) - - - - - Net payables 33,003 - 11 1,952 31,062 Owner-occupied property (debt) - - - - - Current accounts (equity characteristics) - - - - - Exclude: Cash and cash equivalents 13,891 - 7,002 121 20,772 Net debt (A) 2,471,532 - 9,138 26,356 2,454,314 Include: Owner-occupied property - - - - - Investment properties at fair value 5,365,071 - 43,070 36,625 5,371,516 Properties held for sale 84,033 - 4,624 1,137 87,520 Properties under development 184,295 - 3,060 3,107 184,248 Intangibles - - - - - Net receivables - - 150 - 150 Financial assets 8,900 - - - 8,900 Total property value (B) 5,642,299 - 50,904 40,869 5,652,334 LTV (A/B) 43.80% 43.42% Reconciling items: - The sum of ‘Borrowings from financial institutions’, ‘Commercial paper’ and ‘Bond loans’ corresponds to the sum of non-current and current financial debts (see Note 32). - The ‘Net payables’ correspond to the difference between the trade payables and other current debts (Note 34) and the receivables (composed of trade receivables (Note 26) and tax receivables and other current assets (Note 27)). - ‘Cash and cash equivalents’ corresponds to the balance sheet amount and is disclosed in Note 28. - ‘Investment properties at fair value’, ‘Properties held for sale’ and ‘Properties under development’ can be reconciled with Note 22. - ‘Financial assets’ is included in the amount of ‘Other non-current receivables’ disclosed in Note 24. 220 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 1.12 EPRA LTV EPRA LTV 31/12/2022 Proportionate Consolidation Group – as reported Share of joint ventures Share of material associates Non-controlling interest Combined x €1,000 Include: Borrowings from Financial Institutions 1,604,966 - 16,129 24,525 1,596,570 Commercial paper 263,000 - - - 263,000 Hybrids (including convertibles, preference shares, debt, options and forwards) - - - - - Bond loans 584,454 - - - 584,454 Foreign currency derivatives (futures, swaps, options and forwards) - - - - - Net payables 33,003 - 11 1,952 31,062 Owner-occupied property (debt) - - - - - Current accounts (equity characteristics) - - - - - Exclude: Cash and cash equivalents 13,891 - 7,002 121 20,772 Net debt (A) 2,471,532 - 9,138 26,356 2,454,314 Include: Owner-occupied property - - - - - Investment properties at fair value 5,365,071 - 43,070 36,625 5,371,516 Properties held for sale 84,033 - 4,624 1,137 87,520 Properties under development 184,295 - 3,060 3,107 184,248 Intangibles - - - - - Net receivables - - 150 - 150 Financial assets 8,900 - - - 8,900 Total property value (B) 5,642,299 - 50,904 40,869 5,652,334 LTV (A/B) 43.80% 43.42% Reconciling items: - The sum of ‘Borrowings from financial institutions’, ‘Commercial paper’ and ‘Bond loans’ corresponds to the sum of non-current and current financial debts (see Note 32). - The ‘Net payables’ correspond to the difference between the trade payables and other current debts (Note 34) and the receivables (composed of trade receivables (Note 26) and tax receivables and other current assets (Note 27)). - ‘Cash and cash equivalents’ corresponds to the balance sheet amount and is disclosed in Note 28. - ‘Investment properties at fair value’, ‘Properties held for sale’ and ‘Properties under development’ can be reconciled with Note 22. - ‘Financial assets’ is included in the amount of ‘Other non-current receivables’ disclosed in Note 24. EPRA LTV 31/12/2021 Proportionate Consolidation Group – as reported Share of joint ventures Share of material associates Non-controlling interest Combined x €1,000 Include: Borrowings from Financial Institutions 1,220,888 - 17,508 17,008 1,221,388 Commercial paper 276,000 - - - 276,000 Hybrids (including convertibles, preference shares, debt, options and forwards) - - - - - Bond loans 584,189 - - - 584,189 Foreign currency derivatives (futures, swaps, options and forwards) - - - - - Net payables 22,307 - - 3,972 18,335 Owner-occupied property (debt) - - - - - Current accounts (equity characteristics) - - - - - Exclude: Cash and cash equivalents 15,335 - 5,627 25 20,937 Net debt (A) 2,088,049 - 11,881 20,955 2,078,975 Include: Owner-occupied property - - - - - Investment properties at fair value 4,651,161 - 42,427 29,901 4,663,687 Properties held for sale 35,360 - 10,382 - 45,742 Properties under development 151,954 - - 1,779 150,175 Intangibles - - - - - Net receivables - - 153 1 152 Financial assets - - - - - Total property value (B) 4,838,475 - 52,962 31,681 4,859,756 LTV (A/B) 43.16% 42.78% Reconciling items: - The sum of ‘Borrowings from financial institutions’, ‘Commercial paper’ and ‘Bond loans’ corresponds to the sum of non-current and current financial debts (see Note 32). - The ‘Net payables’ correspond to the difference between the trade payables and other current debts (Note 34) and the receivables (composed of trade receivables (Note 26) and tax receivables and other current assets (Note 27)). - ‘Cash and cash equivalents’ corresponds to the balance sheet amount and is disclosed in Note 28. - ‘Investment properties at fair value’, ‘Properties held for sale’ and ‘Properties under development’ can be reconciled with Note 22. – 221 – Corporate governance Risk factors Financial statements Additional information 2. Summary of investment properties Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Marketable investment properties 2,092,040 33,790 11,553 €297,193,992 €295,976,353 Belgium 541,485 8,820 - €70,880,099 €66,357,591 Korian Belgium 161,242 2,754 - €21,743,617 Kasteelhof 5,346 102 - €577,164 1994 (2020) Dendermonde Ennea 1,848 34 - €234,568 1998 Sint-Niklaas Wielant 4,834 112 - €628,041 1997 (2001) Anzegem/Ingooigem Résidence Boneput 2,993 76 - €527,151 2003 Bree Résidence Aux Deux Parcs 1,618 68 - €506,371 1987 (2020) Jette Résidence l'Air du Temps 7,197 137 - €1,002,183 1994 (2016) Chênée Au Bon Vieux Temps 7,868 104 - €988,768 2016 Mont-Saint-Guibert Op Haanven 6,587 111 - €771,075 2001 (2016) Veerle-Laakdal Résidence Exclusiv 4,253 104 - €822,977 1993 (2013) Evere Séniorie Mélopée 2,967 70 - €573,206 1993 (2010) Sint-Jans-Molenbeek Seniorie de Maretak 5,684 122 - €608,549 2006 (2008) Halle Résidence du Plateau 8,069 143 - €1,468,106 1994 (2007) Wavre De Edelweis 6,914 122 €885,922 1992 (2014) Begijnendijk Residentie Sporenpark 9,261 127 - €1,218,730 2013 Beringen Résidence Les Cheveux d'Argent 4,996 99 - €493,799 1988 (2002) Jalhay t Hoge 4,632 81 - €833,726 1972 (2018) Kortrijk Helianthus 4,799 67 - €539,588 2006 (2014) Melle Villa Vinkenbosch 9,153 114 - €1,079,450 2016 (2018) Hasselt Heydeveld 6,167 110 - €696,623 2017 Opwijk Oosterzonne 4,948 77 - €844,521 2016 Zutendaal De Witte Bergen 8,262 119 - €1,192,901 2006 Lichtaart Seniorenhof 3,116 52 - €367,553 1997 Tongeren Beerzelhof 5,025 61 - €389,493 2007 Beerzel Uilenspiegel 6,863 97 - €850,157 2007 Genk Coham 6,956 120 - €1,024,194 2007 Ham Sorgvliet 6,932 110 - €963,258 2021 Linter Ezeldijk 7,101 105 - €835,837 2016 Diest Les Jardins de la Mémoire 1 6,852 110 - €819,707 2006 (2018) Anderlecht Armonea 131,789 2,163 - €18,474,801 Les Charmes en Famenne 3,165 96 - €355,190 1975 (2012) Houyet Seniorerie La Pairelle 6,016 140 - €883,489 2012 (2015) Wépion Residence Gaerveld 1,504 20 - €196,328 2008 Hasselt Gaerveld 6,994 115 - €910,035 2008 (2010) Hasselt Pont d'Amour 8,984 146 - €1,143,537 2011 (2015) Dinant Marie-Louise 1,959 30 - €414,750 2014 Wemmel Hestia 12,682 208 - €1,605,231 2014 (2018) Wemmel Koning Albert I 7,775 110 - €1,049,321 2012 (2014) Dilbeek Eyckenborch 8,771 141 - €1,324,122 2004 (2014) Gooik Rietdijk 2,155 66 - €403,453 1994 (2012) Vilvoorde Larenshof 6,988 117 - €1,216,797 2011 (2014) Laarne Ter Venne 6,634 102 - €1,184,695 2010 (2012) Sint-Martens-Latem Plantijn 7,310 110 - €1,220,586 1975 (2021) Kapellen Salve 6,730 117 - €1,244,115 2014 Brasschaat Huize Lieve Moenssens 4,597 78 - €660,802 2017 Dilsen-Stokem De Stichel 8,429 152 - €1,045,815 2018 Vilvoorde De Notelaar 8,651 94 - €1,055,583 2011 Olen Overbeke 6,917 113 - €959,634 2012 Wetteren Senior Flandria 7,501 108 - €690,740 1989 Bruges Rembertus 8,027 100 - €910,579 2020 Mechelen Vulpia 95,843 1,420 - €11,905,174 't Spelthof 4,076 121 - €1,035,482 2022 Binkom Twee Poorten 8,413 129 - €1,094,338 2014 Tienen Demerhof 10,657 120 - €1,053,596 2013 Aarschot Halmolen 9,200 140 - €1,148,161 2013 Halle-Zoersel La Ferme Blanche 4,240 90 - €604,664 2016 Remicourt Villa Temporis 8,354 103 - €861,672 1997 (2017) Hasselt Residentie Poortvelden 5,307 60 €502,854 2014 Aarschot Leopoldspark 10,888 153 €1,352,837 2016 Leopoldsburg Residentie Den Boomgaard 6,274 90 - €752,729 2016 Glabbeek Blaret 9,578 107 - €1,178,361 2016 Sint-Genesius-Rode Residentie Kartuizerhof 10,845 128 - €1,050,420 2018 Sint-Martens-Lierde Résidence de la Paix 3,793 107 - €784,859 2017 Evere Résidence Véronique 4,218 72 - €485,200 2021 Somme-Leuze 222 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 2. Summary of investment properties Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Marketable investment properties 2,092,040 33,790 11,553 €297,193,992 €295,976,353 Belgium 541,485 8,820 - €70,880,099 €66,357,591 Korian Belgium 161,242 2,754 - €21,743,617 Kasteelhof 5,346 102 - €577,164 1994 (2020) Dendermonde Ennea 1,848 34 - €234,568 1998 Sint-Niklaas Wielant 4,834 112 - €628,041 1997 (2001) Anzegem/Ingooigem Résidence Boneput 2,993 76 - €527,151 2003 Bree Résidence Aux Deux Parcs 1,618 68 - €506,371 1987 (2020) Jette Résidence l'Air du Temps 7,197 137 - €1,002,183 1994 (2016) Chênée Au Bon Vieux Temps 7,868 104 - €988,768 2016 Mont-Saint-Guibert Op Haanven 6,587 111 - €771,075 2001 (2016) Veerle-Laakdal Résidence Exclusiv 4,253 104 - €822,977 1993 (2013) Evere Séniorie Mélopée 2,967 70 - €573,206 1993 (2010) Sint-Jans-Molenbeek Seniorie de Maretak 5,684 122 - €608,549 2006 (2008) Halle Résidence du Plateau 8,069 143 - €1,468,106 1994 (2007) Wavre De Edelweis 6,914 122 €885,922 1992 (2014) Begijnendijk Residentie Sporenpark 9,261 127 - €1,218,730 2013 Beringen Résidence Les Cheveux d'Argent 4,996 99 - €493,799 1988 (2002) Jalhay t Hoge 4,632 81 - €833,726 1972 (2018) Kortrijk Helianthus 4,799 67 - €539,588 2006 (2014) Melle Villa Vinkenbosch 9,153 114 - €1,079,450 2016 (2018) Hasselt Heydeveld 6,167 110 - €696,623 2017 Opwijk Oosterzonne 4,948 77 - €844,521 2016 Zutendaal De Witte Bergen 8,262 119 - €1,192,901 2006 Lichtaart Seniorenhof 3,116 52 - €367,553 1997 Tongeren Beerzelhof 5,025 61 - €389,493 2007 Beerzel Uilenspiegel 6,863 97 - €850,157 2007 Genk Coham 6,956 120 - €1,024,194 2007 Ham Sorgvliet 6,932 110 - €963,258 2021 Linter Ezeldijk 7,101 105 - €835,837 2016 Diest Les Jardins de la Mémoire 1 6,852 110 - €819,707 2006 (2018) Anderlecht Armonea 131,789 2,163 - €18,474,801 Les Charmes en Famenne 3,165 96 - €355,190 1975 (2012) Houyet Seniorerie La Pairelle 6,016 140 - €883,489 2012 (2015) Wépion Residence Gaerveld 1,504 20 - €196,328 2008 Hasselt Gaerveld 6,994 115 - €910,035 2008 (2010) Hasselt Pont d'Amour 8,984 146 - €1,143,537 2011 (2015) Dinant Marie-Louise 1,959 30 - €414,750 2014 Wemmel Hestia 12,682 208 - €1,605,231 2014 (2018) Wemmel Koning Albert I 7,775 110 - €1,049,321 2012 (2014) Dilbeek Eyckenborch 8,771 141 - €1,324,122 2004 (2014) Gooik Rietdijk 2,155 66 - €403,453 1994 (2012) Vilvoorde Larenshof 6,988 117 - €1,216,797 2011 (2014) Laarne Ter Venne 6,634 102 - €1,184,695 2010 (2012) Sint-Martens-Latem Plantijn 7,310 110 - €1,220,586 1975 (2021) Kapellen Salve 6,730 117 - €1,244,115 2014 Brasschaat Huize Lieve Moenssens 4,597 78 - €660,802 2017 Dilsen-Stokem De Stichel 8,429 152 - €1,045,815 2018 Vilvoorde De Notelaar 8,651 94 - €1,055,583 2011 Olen Overbeke 6,917 113 - €959,634 2012 Wetteren Senior Flandria 7,501 108 - €690,740 1989 Bruges Rembertus 8,027 100 - €910,579 2020 Mechelen Vulpia 95,843 1,420 - €11,905,174 't Spelthof 4,076 121 - €1,035,482 2022 Binkom Twee Poorten 8,413 129 - €1,094,338 2014 Tienen Demerhof 10,657 120 - €1,053,596 2013 Aarschot Halmolen 9,200 140 - €1,148,161 2013 Halle-Zoersel La Ferme Blanche 4,240 90 - €604,664 2016 Remicourt Villa Temporis 8,354 103 - €861,672 1997 (2017) Hasselt Residentie Poortvelden 5,307 60 €502,854 2014 Aarschot Leopoldspark 10,888 153 €1,352,837 2016 Leopoldsburg Residentie Den Boomgaard 6,274 90 - €752,729 2016 Glabbeek Blaret 9,578 107 - €1,178,361 2016 Sint-Genesius-Rode Residentie Kartuizerhof 10,845 128 - €1,050,420 2018 Sint-Martens-Lierde Résidence de la Paix 3,793 107 - €784,859 2017 Evere Résidence Véronique 4,218 72 - €485,200 2021 Somme-Leuze Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Orpea 47,985 1,144 - €7,582,916 Château Chenois 6,354 100 - €957,813 2006 Waterloo New Philip 3,914 111 - €513,733 1991 Vorst Jardins de Provence 2,280 72 - €472,760 1996 (2008) Anderlecht Bel Air 5,350 161 - €784,115 1997 Schaarbeek Résidence Grange des Champs 3,396 75 - €463,966 1994 Braine-l'Alleud Résidence Augustin 4,832 94 - €800,000 2006 Vorst Résidence Parc Palace 6,719 162 - €1,347,922 1991 Ukkel Résidence Service 8,716 175 - €1,386,434 1976 Ukkel Résidence du Golf 6,424 194 - €856,172 1989 Anderlecht My-Assist 38,299 332 - €2,921,842 Domaine de la Rose Blanche 7,203 121 - €934,391 2014 Durbuy Militza Brugge 14,100 120 €1,319,841 2013 Bruges Militza Gent 16,996 91 €667,610 2004 Ghent Astor VZW 15,792 132 - €1,750,000 Klein Veldekens 15,792 132 - €1,750,000 2020 Geel Orelia Group 6,013 101 - €1,052,569 Le Jardin Intérieur 6,013 101 - €1,052,569 2018 Frasnes-lez-Anvaing Hof van Schoten 8,313 101 - €892,035 Hof van Schoten 8,313 101 - €892,035 2014 Schoten Dorian groep 5,400 115 - €808,000 De Duinpieper 5,400 115 - €808,000 2021 Ostend Vivalto Home 6,003 107 - €739,643 Familiehof 6,003 107 - €739,643 2016 Schelle Résidence de la Houssière 4,484 94 - €680,760 Résidence de la Houssière 4,484 94 - €680,760 2006 Braine-le-Comte Buitenhof VZW 4,386 80 - €612,638 Buitenhof 4,386 80 - €612,638 2005 (2008) Brasschaat Pierre Invest NV 2,272 65 - €515,274 Bois de la Pierre 2,272 65 - €515,274 1955 (2018) Wavre Emera 4,020 84 - €429,959 In de Gouden Jaren 4,020 84 - €429,959 2005 Tienen Bremdael VZW 3,500 66 - €386,514 Bremdael 3,500 66 - €386,514 1994 (2012) Herentals Sint Franciscus 5,824 58 - €361,930 Klein Veldeken 5,824 58 - €361,930 1998 (2014) Asse Other 320 4 - €22,429 Villa Bois de la Pierre 320 4 - €22,429 1955 (2000) Wavre Germany 551,666 9,764 - €60,699,454 €60,194,561 Azurit Rohr 148,967 2,742 - €15,235,319 Azurit Seniorenresidenz Sonneberg 4,876 101 - €622,608 1889 (2011) Sonneberg Azurit Seniorenresidenz Cordula 1 1 4,970 75 - €333,014 1970 (2017) Oberzent-Rothenberg Azurit Seniorenresidenz Cordula 2 1 1,204 39 - €173,167 1993 (2017) Oberzent-Rothenberg Hansa Pflege-und Betreuungszentrum Dornum 1 11,203 106 - €454,617 1993 (2016) Dornum Seniorenzentrum Weimar 7,609 144 - €883,008 2019 Weimar Sz Haus Asam 6,701 168 - €919,800 1996 Rohr Sz Laaberg 6,710 105 - €574,875 2004 Tann-Eiberg Sz Grünstadt 5,201 140 - €766,500 2003 Grünstadt Sz Berghof 2,838 78 - €427,050 2005 Rinteln Sz Abundus 7,023 150 - €821,250 1993 Fürstenzell Sz Bad Höhenstadt 4,668 95 - €520,125 1998 Fürstenzell Sz Hutthurm 5,344 108 - €591,300 1992 Hutthurm Sz Gensingen 7,269 144 - €840,960 2007 Gensingen Sz Hildegardis 14,927 196 - €1,159,635 2017 Langenbach Pz Wiesengrund 3,054 52 - €303,680 2006 Langenbach Sz Großalmerode 3,202 83 - €513,920 2017 Großalmerode Sz Bad Köstritz 8,448 196 - €1,073,100 2014 Bad Köstritz Sz Talblick 4,647 95 - €520,125 2010 Grasellenbach Sz Birken 3,075 83 - €454,425 2010 Birken-Honigsessen Sz Altes Kloster 4,939 80 - €493,480 2009 Much Sz Alte Zwirnerei 8,350 104 - €569,400 2010 Gersdorf Sz St. Benedikt 7,768 124 - €656,270 2017 Passeau Sz Sörgenloch 7,995 148 - €837,310 2014 Sörgenloch Seniorenzentrum Borna 6,946 128 - €725,700 2012 Borna EMVIA 100,744 1,537 - €10,854,761 Berlin Zehlendorf 4,540 180 - €947,123 2002 Berlin Schwerin 5,000 87 - €646,800 2019 Schwerin Seniorenquartier Kaltenkirchen 6,650 123 - €916,800 2020 Kaltenkirchen Seniorenquartier Lübbecke 4,240 80 - €576,276 2019 Lübbecke Seniorenwohnpark Hartha 10,715 177 - €776,665 1996 (2010) Tharandt Seniorenpflegezentrum Zur alten Linde 4,208 82 - €408,612 2004 Rabenau Seniorenquartier Wolfsburg 17,742 141 - €1,561,410 2021 Wolfsburg Seniorenquartier Heiligenhafen 7,391 104 - €734,880 2021 Heiligenhafen Seniorenquartier Espelkamp 9,458 113 - €857,874 2021 Espelkamp Seniorenquartier Beverstedt 5,475 80 - €563,850 2020 Beverstedt Seniorenquartier Kaemenas Hof 7,057 75 - €700,253 2021 Bremen Seniorenquartier Weyhe 7,373 109 - €871,570 2021 Weyhe Seniorenquartier Schwerin 5,235 87 - €606,084 2022 Schwerin Seniorenquartier Twistringen 5,660 99 - €686,565 2022 Twistringen 1. Asset classified as held for sale. – 223 – Corporate governance Risk factors Financial statements Additional information Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Vitanas 86,611 1,614 - €8,330,437 Am Kloster 5,895 136 - €828,313 2002 Halberstadt Rosenpark 1 4,934 79 - €517,710 2001 Uehlfeld Patricia 7,556 174 - €1,156,900 2001 (2010) Nürnberg St. Anna 7,176 161 - €1,022,856 2001 Höchstadt Frohnau 4,101 107 - €650,767 2018 Berlin Am Schäfersee 12,658 187 - €993,700 PROJECT Berlin Am Stadtpark 7,297 135 - €520,022 PROJECT Berlin Am Bäkepark 3,828 90 - €473,132 1999 Berlin Rosengarten 7,695 165 - €570,664 PROJECT Berlin Am Parnassturm 7,042 84 - €307,909 PROJECT Plön Am Marktplatz 4,880 79 - €154,348 PROJECT Wankendorf Am Tierpark 13,549 217 - €1,134,117 PROJECT Ueckermünde Residenz Management 24,564 442 - €3,658,854 Die Rose im Kalletal 4,027 96 - €759,273 2009 Kalletal Senioreneinrichtung Haus Matthäus 2,391 50 - €402,554 2009 Olpe-Rüblinghausen Senioreneinrichtung Haus Elisabeth 3,380 80 - €644,088 2010 Wenden-Rothemühle Bremerhaven I 6,077 85 - €986,921 2016 Bremerhaven Bremerhaven II 2,129 42 - €321,744 2003 Bremerhaven Cuxhaven 810 9 - €112,274 2010 Cuxhaven Sonnenhaus Ramsloh 5,750 80 - €432,000 2006 Saterland-Ramsloh Orpea 20,507 444 - €3,481,649 Seniorenresidenz Mathilde 3,448 75 - €627,109 2010 Enger Seniorenresidenz Klosterbauerschaft 1 3,497 80 - €667,409 2010 Kirchlengern Bonifatius Seniorenzentrum 3,967 80 - €679,555 2009 Rheinbach Seniorenresidenz Am Stübchenbach 5,874 130 - €885,134 2010 Bad Harzburg Seniorenresidenz Kierspe 3,721 79 - €622,442 2011 Kierspe Argentum 25,688 511 - €3,029,959 Seniorenheim am Dom 531 13 - €671,079 1900 (1975) Bad Sacha Haus Nobilis 4,310 126 - €575,098 2008 Halberstadt Haus Alaba 3,186 70 - €246,471 1950 (2015) Bad Sacha Haus Concolor 2,560 64 - €558,667 1903 (1975) Bad Sacha Haus Arche 5,715 74 - €82,157 1950 (2008) Bad Sacha Seniorenheim J.J. Kaendler 4,094 73 - €302,955 1955 (2020) Meissen Haus Wellengrund 5,292 91 €593,532 2022 Stemwede Alloheim 23,330 473 - €2,866,119 AGO Herkenrath 4,000 80 - €592,823 2010 Bergisch Gladbach AGO Dresden 5,098 116 - €618,811 2012 Dresden AGO Kreischa 3,670 84 - €441,881 2011 Kreischa Bonn 5,927 108 - €800,066 2018 Bonn Mühlhausen 4,635 85 - €412,538 1988 (2012) Mülhausen Specht & Tegeler 23,260 313 - €2,426,856 Quartier am Rathausmarkt 7,650 80 - €804,000 2022 Bremervörde Langwedel 8,250 113 - €714,372 2022 Langwedel Seniorenquartier Cuxhaven 7,360 120 - €908,484 2021 Cuxhaven Cosiq 17,060 264 - €1,842,967 Seniorenresidenz an den Kienfichten 4,332 88 - €492,615 2017 Dessau-Rosslau Pflegeteam Odenwald 1 1,202 32 - €243,566 1995 (2012) Wald-Michelbach Wohnstift am Weinberg 11,526 144 - €1,106,786 2022 Kassel SARA 12,196 162 - €1,140,000 SARA Seniorenresidenz 12,196 162 - €1,140,000 1964 (2017) Bitterfeld-Wolfen Korian Germany 7,618 151 - €968,520 Haus Steinbachhof 7,618 151 - €968,520 2017 Chemnitz Procuritas 7,050 127 - €953,000 Haus Wedau 3,892 70 - €460,000 2007 Duisburg Haus Marxloh 3,158 57 - €493,000 2007 Duisburg Convivo 5,732 123 - €762,621 Seniorenhaus Wiederitzsch 3,275 63 - €391,716 2018 Leipzig Haus am Jungfernstieg 2,457 60 - €370,905 2010 Neumünster Aspida 5,095 120 - €707,925 Pflegecampus Plauen 5,095 120 - €707,925 2020 Plauen New Care 6,113 79 - €693,231 Park Residenz 6,113 79 - €693,231 1899 (2001) Neumünster Deutsches Rotes Kreuz Kreisverband Nordfriesland e. V. 4,088 83 - €589,407 Käthe-Bernhardt-Haus 4,088 83 - €589,407 2008 Husum Seniorenresidenz Laurentiusplatz GmbH 5,506 79 - €551,952 Laurentiusplatz 5,506 79 - €551,952 2018 Wuppertal Johanniter 3,950 74 - €523,443 Johanniter-Haus Lüdenscheid 3,950 74 - €523,443 2006 Lüdenscheid Volkssolidarität 4,141 83 - €504,546 Goldene Au 4,141 83 - €504,546 2010 Sonneberg advita Pflegedienst 6,422 91 - €483,201 Advita Haus Zur Alten Berufsschule 6,422 91 - €483,201 2016 Zschopau ATV Lemförde GmbH 4,741 85 - €444,000 Sr Lemförde 4,741 85 - €444,000 2007 Lemförde Seniorenhaus Lessingstrasse 3,963 73 - €433,936 Seniorenhaus Lessingstrasse 3,963 73 - €433,936 2021 Wurzen Auriscare 4,320 94 - €216,750 BAVARIA Senioren- und Pflegeheim 4,320 94 - €216,750 PROJECT Sulzbach-Rosenberg 224 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Vitanas 86,611 1,614 - €8,330,437 Am Kloster 5,895 136 - €828,313 2002 Halberstadt Rosenpark 1 4,934 79 - €517,710 2001 Uehlfeld Patricia 7,556 174 - €1,156,900 2001 (2010) Nürnberg St. Anna 7,176 161 - €1,022,856 2001 Höchstadt Frohnau 4,101 107 - €650,767 2018 Berlin Am Schäfersee 12,658 187 - €993,700 PROJECT Berlin Am Stadtpark 7,297 135 - €520,022 PROJECT Berlin Am Bäkepark 3,828 90 - €473,132 1999 Berlin Rosengarten 7,695 165 - €570,664 PROJECT Berlin Am Parnassturm 7,042 84 - €307,909 PROJECT Plön Am Marktplatz 4,880 79 - €154,348 PROJECT Wankendorf Am Tierpark 13,549 217 - €1,134,117 PROJECT Ueckermünde Residenz Management 24,564 442 - €3,658,854 Die Rose im Kalletal 4,027 96 - €759,273 2009 Kalletal Senioreneinrichtung Haus Matthäus 2,391 50 - €402,554 2009 Olpe-Rüblinghausen Senioreneinrichtung Haus Elisabeth 3,380 80 - €644,088 2010 Wenden-Rothemühle Bremerhaven I 6,077 85 - €986,921 2016 Bremerhaven Bremerhaven II 2,129 42 - €321,744 2003 Bremerhaven Cuxhaven 810 9 - €112,274 2010 Cuxhaven Sonnenhaus Ramsloh 5,750 80 - €432,000 2006 Saterland-Ramsloh Orpea 20,507 444 - €3,481,649 Seniorenresidenz Mathilde 3,448 75 - €627,109 2010 Enger Seniorenresidenz Klosterbauerschaft 1 3,497 80 - €667,409 2010 Kirchlengern Bonifatius Seniorenzentrum 3,967 80 - €679,555 2009 Rheinbach Seniorenresidenz Am Stübchenbach 5,874 130 - €885,134 2010 Bad Harzburg Seniorenresidenz Kierspe 3,721 79 - €622,442 2011 Kierspe Argentum 25,688 511 - €3,029,959 Seniorenheim am Dom 531 13 - €671,079 1900 (1975) Bad Sacha Haus Nobilis 4,310 126 - €575,098 2008 Halberstadt Haus Alaba 3,186 70 - €246,471 1950 (2015) Bad Sacha Haus Concolor 2,560 64 - €558,667 1903 (1975) Bad Sacha Haus Arche 5,715 74 - €82,157 1950 (2008) Bad Sacha Seniorenheim J.J. Kaendler 4,094 73 - €302,955 1955 (2020) Meissen Haus Wellengrund 5,292 91 €593,532 2022 Stemwede Alloheim 23,330 473 - €2,866,119 AGO Herkenrath 4,000 80 - €592,823 2010 Bergisch Gladbach AGO Dresden 5,098 116 - €618,811 2012 Dresden AGO Kreischa 3,670 84 - €441,881 2011 Kreischa Bonn 5,927 108 - €800,066 2018 Bonn Mühlhausen 4,635 85 - €412,538 1988 (2012) Mülhausen Specht & Tegeler 23,260 313 - €2,426,856 Quartier am Rathausmarkt 7,650 80 - €804,000 2022 Bremervörde Langwedel 8,250 113 - €714,372 2022 Langwedel Seniorenquartier Cuxhaven 7,360 120 - €908,484 2021 Cuxhaven Cosiq 17,060 264 - €1,842,967 Seniorenresidenz an den Kienfichten 4,332 88 - €492,615 2017 Dessau-Rosslau Pflegeteam Odenwald 1 1,202 32 - €243,566 1995 (2012) Wald-Michelbach Wohnstift am Weinberg 11,526 144 - €1,106,786 2022 Kassel SARA 12,196 162 - €1,140,000 SARA Seniorenresidenz 12,196 162 - €1,140,000 1964 (2017) Bitterfeld-Wolfen Korian Germany 7,618 151 - €968,520 Haus Steinbachhof 7,618 151 - €968,520 2017 Chemnitz Procuritas 7,050 127 - €953,000 Haus Wedau 3,892 70 - €460,000 2007 Duisburg Haus Marxloh 3,158 57 - €493,000 2007 Duisburg Convivo 5,732 123 - €762,621 Seniorenhaus Wiederitzsch 3,275 63 - €391,716 2018 Leipzig Haus am Jungfernstieg 2,457 60 - €370,905 2010 Neumünster Aspida 5,095 120 - €707,925 Pflegecampus Plauen 5,095 120 - €707,925 2020 Plauen New Care 6,113 79 - €693,231 Park Residenz 6,113 79 - €693,231 1899 (2001) Neumünster Deutsches Rotes Kreuz Kreisverband Nordfriesland e. V. 4,088 83 - €589,407 Käthe-Bernhardt-Haus 4,088 83 - €589,407 2008 Husum Seniorenresidenz Laurentiusplatz GmbH 5,506 79 - €551,952 Laurentiusplatz 5,506 79 - €551,952 2018 Wuppertal Johanniter 3,950 74 - €523,443 Johanniter-Haus Lüdenscheid 3,950 74 - €523,443 2006 Lüdenscheid Volkssolidarität 4,141 83 - €504,546 Goldene Au 4,141 83 - €504,546 2010 Sonneberg advita Pflegedienst 6,422 91 - €483,201 Advita Haus Zur Alten Berufsschule 6,422 91 - €483,201 2016 Zschopau ATV Lemförde GmbH 4,741 85 - €444,000 Sr Lemförde 4,741 85 - €444,000 2007 Lemförde Seniorenhaus Lessingstrasse 3,963 73 - €433,936 Seniorenhaus Lessingstrasse 3,963 73 - €433,936 2021 Wurzen Auriscare 4,320 94 - €216,750 BAVARIA Senioren- und Pflegeheim 4,320 94 - €216,750 PROJECT Sulzbach-Rosenberg Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Netherlands 323,082 2,841 - €33,686,444 €34,938,690 Korian Netherlands 53,377 563 - €7,166,249 Saksen Weimar 2,291 42 - €584,978 2015 Arnhem Spes Nostra 2,454 30 - €546,424 2016 Vleuten Villa Koornmarkt 3,611 37 - €559,654 2017 Kampen HGH Leersum 2,280 26 - €461,265 2018 Leersum Stepping Stones Leusden 1,689 21 - €282,457 2019 Leusden Zorghuis Smakt 2,111 30 - €235,528 1950 (2010) Smakt Zorgresidentie Mariëndaal 8,728 75 - €895,481 1870 (2011) Velp Sorghuys Tilburg 1,289 22 - €312,907 2020 Berkel-Enschot HGH Leiden 6,468 58 - €624,300 2017 Leiden HGH Amersfoort 2,261 33 - €397,318 1974 (2020) Amersfoort HGH Harderwijk 4,202 45 - €631,695 2020 Harderwijk HGH Franeker 10,750 70 - €671,455 2016 Franeker Stepping Stones Zwolle 1,770 24 - €351,777 2020 Zwolle Villa Casimir 1,273 20 - €202,275 2020 Roermond Villa Nuova 2,200 30 - €408,734 2021 Vorden Stichting Vitalis Residentiële Woonvormen 90,984 446 - €4,530,772 Parc Imstenrade 57,181 263 - €2,422,442 2006 Heerlen Genderstate 8,815 44 - €585,647 1991 Eindhoven Petruspark 24,988 139 - €1,522,683 2018 Eindhoven Martha Flora 22,850 259 - €4,439,090 Martha Flora Hilversum 4,055 31 - €622,007 2017 Hilversum Martha Flora Den Haag 2,259 28 - €644,147 2018 Den Haag Martha Flora Rotterdam 2,441 29 - €587,760 2019 Rotterdam Martha Flora Bosch en Duin 2,241 27 - €523,765 2018 Bosch en Duin Martha Flora Hoorn 780 12 - €87,838 2012 Hoorn Martha Flora Dordrecht 2,405 28 - €442,271 2021 Dordrecht Martha Flora Hulsberg 2,452 28 - €376,010 2021 Hulsberg Martha Flora Goes 2,405 28 - €377,000 2022 Goes Martha Flora Oegstgeest 1,428 20 - €375,000 2022 Oegstgeest Martha Flora Breda 2,384 28 - €403,293 2022 Breda NNCZ 38,440 340 - €3,133,381 Wolfsbos 11,997 93 - €884,156 2013 Hoogeveen De Vecht 8,367 79 - €751,985 2012 Hoogeveen De Kaap 6,254 61 - €656,414 2017 Hoogeveen Krakeel 5,861 57 - €546,701 2016 Hoogeveen WZC Beatrix 5,961 50 - €294,125 1969 (1996) Hoogeveen Compartijn 16,297 173 - €3,035,138 Huize de Compagnie 3,593 42 - €649,438 2019 Ede Huize Hoog Kerckebosch 3,212 32 - €620,856 2017 Zeist Huize Ter Beegden 1,895 19 - €362,114 2019 Beegden Huize Roosdael 3,361 26 - €464,800 2019 Roosendaal Huize Groot Waardijn 1,920 26 - €462,614 2019 Tilburg Huize Eresloo 2,316 28 - €475,316 2019 Duizel Domus Magnus 8,007 99 - €2,248,154 Holland 2,897 34 - €906,639 2013 Baarn Benvenuta 924 10 - €236,974 2009 Hilversum Molenenk 2,811 40 - €761,465 2017 Deventer Villa Walgaerde 1,375 15 - €343,076 2017 Hilversum Stichting Laverhof 13,191 108 - €1,227,709 Zorgcampus Uden 13,191 108 - €1,227,709 2019 Uden Stichting Oosterlengte 18,878 152 - €1,204,845 Het Dokhuis 4,380 32 - €464,764 2017 Oude Pekela Emmaheerdt 11,698 84 - €357,332 2020 Winschoten Havenzicht 2,800 36 - €382,749 2020 Scheemda Stichting Zorggroep Noorderboog 13,555 140 - €945,646 Oeverlanden 13,555 140 - €945,646 2017 Meppel Stichting Rendant 13,142 126 - €928,997 Heerenhage 13,142 126 - €928,997 2021 Heerenveen Stichting Nusantara 4,905 70 - €708,575 Rumah Saya 4,905 70 - €708,575 2011 Ugchelen Stichting Leger des Heils Welzijns- en Gezondheidszorg 6,017 75 - €667,143 De Merenhoef 6,017 75 - €667,143 2019 Maarssen U-center 7,416 59 - €655,341 U-center 7,416 59 - €655,341 2015 Epen Saamborgh 2,352 38 - €525,000 Saamborgh Almere Buiten 2,352 38 - €525,000 2022 Almere Zorghaven Groep 3,489 36 - €500,233 Zuyder Haven Oss 1,674 18 - €279,761 2018 Oss Buyten Haven Dordrecht 1,815 18 - €220,472 2016 Dordrecht Zorggroep Apeldoorn 2,653 48 - €486,397 Pachterserf 2,653 48 - €486,397 2011 Apeldoorn Sandstep Healthcare 1,911 0 - €425,000 Cosmed Kliniek 1,911 0 - €425,000 1950 Bosch en Duin Cardea 2,565 63 - €349,309 OZC Orion 2,565 63 - €349,309 2014 Leiderdorp 1. Asset classified as held for sale. – 225 – Corporate governance Risk factors Financial statements Additional information Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Wonen bij September 1,466 20 - €264,319 September Nijverdal 1,466 20 - €264,319 2019 Nijverdal Omega 1,587 26 - €245,147 Meldestraat 1,587 26 - €245,147 2019 Emmeloord United Kingdom 1 328,640 7,262 - €61,328,277 £54,347,359 €60,613,563 £53,714,000 Maria Mallaband 56,567 1,263 - £10,988,794 Ashmead 4,557 110 - £1,131,081 2004 Putney Belvoir Vale 2,158 56 - £779,762 1991 (2016) Widmerpool Blenheim 2,288 64 - £284,148 2000 (2015) Ruislip Coplands 3,445 79 - £654,466 1998 (2016) Wembley Eltandia Hall 3,531 83 - £721,961 1999 Norbury Glennie House 2,279 52 - £130,159 2005 (2014) Auchinleck Heritage 2,972 72 - £947,138 2002 (2015) Tooting Kings Court (MM) 2,329 60 - £257,950 2000 (2016) Swindon Knights Court 3,100 80 - £552,152 1998 (2017) Edgware Ottery 3,513 62 - £733,095 2019 Ottery St Mary River View 5,798 137 - £965,682 2001 Reading The Windmill 2,332 53 - £215,935 2007 (2015) Slough Deepdene 3,009 66 - £899,758 2006 Dorking Princess Lodge 4,087 85 - £406,078 2006 Swindon Minster Grange 4,815 83 - £1,012,469 2012 York Aylesbury Martin Dalby 3,702 61 - £776,993 2022 Aylesbury Creggan Bahn Court 2,652 60 - £519,966 Ayr Bondcare Group 64,483 1,484 - £9,095,502 Alexander Court 3,347 82 - £563,856 2002 Dagenham Ashurst Park 2,145 47 - £488,800 1990 (2016) Tunbridge Wells Ashwood 2,722 70 - £394,284 2001 (2017) Hayes Beech Court 2,135 51 - £403,136 1999 Romford Beechcare 2,739 65 - £735,982 1989 (2017) Darenth Bentley Court 3,755 77 - £380,000 2009 (2016) Wednesfield Brook House 3,155 74 - £521,327 2001 (2017) Thamesmead Chatsworth Grange 2,558 66 - £282,301 1998 (2017) Sheffield Clarendon 2,132 51 - £345,446 1998 (2017) Croydon Coniston Lodge 3,733 92 - £434,330 2003 Feltham Derwent Lodge 2,612 62 - £555,082 2000 Feltham Green Acres 2,352 62 - £274,004 2000 (2017) Leeds Lashbrook House 1,741 46 - - 1995 (2016) Lower Shiplake Meadowbrook 3,334 69 - £287,040 1991 (2015) Gobowen Moorland Gardens 3,472 79 - £438,406 2004 Luton Springfield 3,153 80 - £346,270 2000 Ilford The Fountains 2,510 62 - £370,970 2000 Rainham The Mount 1,229 35 - - 2001 (2015) Wargrave The Grange 7,693 160 - £751,946 2005 Southall The Hawthorns 4,558 73 - £772,322 2011 Woolston The Uplands 3,411 81 - £750,000 2007 Shrewsbury Burlington 56,499 1,367 - £8,441,884 Bessingby Hall 2,471 65 - £425,562 2005 (2014) Bessingby Cherry Trees 2 3,178 81 - £241,186 1990 (2017) Barnsley Crystal Court 2,879 60 - £589,274 2012 Harrogate Figham House 2,131 63 - £544,077 2017 Beverley Foresters Lodge 2,241 69 - £373,719 2017 Bridlington Grosvenor Park 2,312 61 - £315,120 2004 (2016) Darlington Highfield Care Centre 3,260 88 - £416,201 2003 (2015) Castleford Maple Court 3,045 64 - £499,647 2018 Scarborough Maple Lodge 1,673 55 - £234,463 1989 (2017) Scotton Priestley 1,520 40 - £257,550 2002 (2016) Birstall Riverside View 2,362 59 - £315,120 2004 (2016) Darlington Southlands 1,812 48 - £279,730 1995 (2015) Driffield The Elms & Oakwood 5,361 80 - £427,717 1995 (2016) Louth The Grange 2,919 73 - £326,007 2005 (2015) Darlington The Hawthornes 1,512 40 - £286,499 2003 (2017) Birkenshaw The Lawns 2,459 62 - £235,672 2005 (2017) Darlington The Limes 3,414 97 - £737,702 2017 Driffield The Lodge 2,226 53 - £187,200 2003 (2016) South Shields The Sycamores 1,627 40 - £371,068 2003 (2016) Wakefield York House 1,302 36 - £204,495 1999 (2016) Dewsbury Shipley Canal Works 3,799 66 - £492,000 2022 Shipley St Mary’s Riverside 2,995 67 - £681,875 2021 Hessle Care UK 32,368 740 - £4,049,808 Armstrong House 2,799 71 - £337,870 2006 (2016) Gateshead Cheviot Court 2,978 73 - £573,916 2006 (2016) South Shields Church View 2 1,653 42 - £144,636 2004 (2015) Seaham Collingwood Court 2,525 63 - £520,690 2005 (2016) North Shields Elwick Grange 2,493 60 - £320,513 2002 Hartlepool Grangewood Care Centre 2,317 50 - £335,555 2005 (2016) Houghton Le Spring Hadrian House 2 2,487 55 - £319,356 2002 (2016) Blaydon 226 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Wonen bij September 1,466 20 - €264,319 September Nijverdal 1,466 20 - €264,319 2019 Nijverdal Omega 1,587 26 - €245,147 Meldestraat 1,587 26 - €245,147 2019 Emmeloord United Kingdom 1 328,640 7,262 - €61,328,277 £54,347,359 €60,613,563 £53,714,000 Maria Mallaband 56,567 1,263 - £10,988,794 Ashmead 4,557 110 - £1,131,081 2004 Putney Belvoir Vale 2,158 56 - £779,762 1991 (2016) Widmerpool Blenheim 2,288 64 - £284,148 2000 (2015) Ruislip Coplands 3,445 79 - £654,466 1998 (2016) Wembley Eltandia Hall 3,531 83 - £721,961 1999 Norbury Glennie House 2,279 52 - £130,159 2005 (2014) Auchinleck Heritage 2,972 72 - £947,138 2002 (2015) Tooting Kings Court (MM) 2,329 60 - £257,950 2000 (2016) Swindon Knights Court 3,100 80 - £552,152 1998 (2017) Edgware Ottery 3,513 62 - £733,095 2019 Ottery St Mary River View 5,798 137 - £965,682 2001 Reading The Windmill 2,332 53 - £215,935 2007 (2015) Slough Deepdene 3,009 66 - £899,758 2006 Dorking Princess Lodge 4,087 85 - £406,078 2006 Swindon Minster Grange 4,815 83 - £1,012,469 2012 York Aylesbury Martin Dalby 3,702 61 - £776,993 2022 Aylesbury Creggan Bahn Court 2,652 60 - £519,966 Ayr Bondcare Group 64,483 1,484 - £9,095,502 Alexander Court 3,347 82 - £563,856 2002 Dagenham Ashurst Park 2,145 47 - £488,800 1990 (2016) Tunbridge Wells Ashwood 2,722 70 - £394,284 2001 (2017) Hayes Beech Court 2,135 51 - £403,136 1999 Romford Beechcare 2,739 65 - £735,982 1989 (2017) Darenth Bentley Court 3,755 77 - £380,000 2009 (2016) Wednesfield Brook House 3,155 74 - £521,327 2001 (2017) Thamesmead Chatsworth Grange 2,558 66 - £282,301 1998 (2017) Sheffield Clarendon 2,132 51 - £345,446 1998 (2017) Croydon Coniston Lodge 3,733 92 - £434,330 2003 Feltham Derwent Lodge 2,612 62 - £555,082 2000 Feltham Green Acres 2,352 62 - £274,004 2000 (2017) Leeds Lashbrook House 1,741 46 - - 1995 (2016) Lower Shiplake Meadowbrook 3,334 69 - £287,040 1991 (2015) Gobowen Moorland Gardens 3,472 79 - £438,406 2004 Luton Springfield 3,153 80 - £346,270 2000 Ilford The Fountains 2,510 62 - £370,970 2000 Rainham The Mount 1,229 35 - - 2001 (2015) Wargrave The Grange 7,693 160 - £751,946 2005 Southall The Hawthorns 4,558 73 - £772,322 2011 Woolston The Uplands 3,411 81 - £750,000 2007 Shrewsbury Burlington 56,499 1,367 - £8,441,884 Bessingby Hall 2,471 65 - £425,562 2005 (2014) Bessingby Cherry Trees 2 3,178 81 - £241,186 1990 (2017) Barnsley Crystal Court 2,879 60 - £589,274 2012 Harrogate Figham House 2,131 63 - £544,077 2017 Beverley Foresters Lodge 2,241 69 - £373,719 2017 Bridlington Grosvenor Park 2,312 61 - £315,120 2004 (2016) Darlington Highfield Care Centre 3,260 88 - £416,201 2003 (2015) Castleford Maple Court 3,045 64 - £499,647 2018 Scarborough Maple Lodge 1,673 55 - £234,463 1989 (2017) Scotton Priestley 1,520 40 - £257,550 2002 (2016) Birstall Riverside View 2,362 59 - £315,120 2004 (2016) Darlington Southlands 1,812 48 - £279,730 1995 (2015) Driffield The Elms & Oakwood 5,361 80 - £427,717 1995 (2016) Louth The Grange 2,919 73 - £326,007 2005 (2015) Darlington The Hawthornes 1,512 40 - £286,499 2003 (2017) Birkenshaw The Lawns 2,459 62 - £235,672 2005 (2017) Darlington The Limes 3,414 97 - £737,702 2017 Driffield The Lodge 2,226 53 - £187,200 2003 (2016) South Shields The Sycamores 1,627 40 - £371,068 2003 (2016) Wakefield York House 1,302 36 - £204,495 1999 (2016) Dewsbury Shipley Canal Works 3,799 66 - £492,000 2022 Shipley St Mary’s Riverside 2,995 67 - £681,875 2021 Hessle Care UK 32,368 740 - £4,049,808 Armstrong House 2,799 71 - £337,870 2006 (2016) Gateshead Cheviot Court 2,978 73 - £573,916 2006 (2016) South Shields Church View 2 1,653 42 - £144,636 2004 (2015) Seaham Collingwood Court 2,525 63 - £520,690 2005 (2016) North Shields Elwick Grange 2,493 60 - £320,513 2002 Hartlepool Grangewood Care Centre 2,317 50 - £335,555 2005 (2016) Houghton Le Spring Hadrian House 2 2,487 55 - £319,356 2002 (2016) Blaydon Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Hadrian Park 2,892 73 - £261,502 2004 Billingham Ponteland Manor 2,160 52 - £185,134 2003 (2016) Ponteland Stanley Park 3,240 71 - £448,950 2006 (2015) Stanley The Terrace 2,190 40 - £254,559 1800 (2016) Richmond Ventress Hall 2 4,635 90 - £347,126 1994 (2017) Darlington Anchor Hanover Group 17,000 330 - £3,564,522 Hazel End 3,210 66 - £824,387 2019 Bishops Stortford Marham House 3,435 66 - £695,354 2020 Bury St. Edmunds Corby Priors Hall Park 3,499 66 - £640,063 2021 Corby Wellingborough Glenvale Park 3,456 66 - £666,188 2022 Wellingborough Northampton Thompson Way 3,400 66 - £738,530 2022 Northampton Renaissance 22,414 512 - £3,196,043 Beech Manor 2,507 46 - £223,273 1995 (2017) Blairgowrie Jesmond 2,922 65 - £474,268 2008 (2015) Aberdeen Kingsmills 2,478 60 - £596,175 1997 (2010) Inverness Letham Park 2,954 70 - £396,148 1995 (2017) Edinburgh Meadowlark 2,005 57 - £180,563 1989 (2015) Forres Persley Castle 1,550 40 - £240,930 1970 (2017) Aberdeen The Cowdray Club 2,581 35 - £373,671 2009 (2016) Aberdeen Torry 3,028 81 - £358,060 1996 (2016) Aberdeen Whitecraigs 2,389 58 - £352,955 2001 Glasgow Emera 17,262 251 - £3,043,600 Lavender Villa 1,724 20 - £248,600 2011 Grouville Crovan Court 2,397 52 - £335,000 2019 Ramsey Le Petit Bosquet 2,179 26 - £294,000 PROJECT St. Laurence St. Joseph’s 7,777 83 - £1,000,000 PROJECT St. Helier Les Charrières 2,413 50 - £596,000 2020 Jersey St. Joseph’s Flats 2 772 20 - £270,000 1970 St. Helier St. Joseph’s Land 2 0 0 - £300,000 - St. Helier Excelcare 14,007 244 - £2,247,000 Abbot Care Home 6,827 98 - £781,000 2016 Harlow Stanley Wilson Lodge 3,766 75 - £626,000 2010 Saffron Walden St Fillans 3,414 71 - £840,000 2012 Colchester Hamberley Care Homes 7,177 129 - £1,775,280 Richmond Manor 3,808 69 - £949,520 2020 Ampthill Abbotts Wood Care Home 3,369 60 - £825,760 2021 Hailsham Harbour Healthcare 12,742 339 - £1,612,334 Bentley Rosedale Manor 2,896 78 - £411,958 2010 (2017) Crewe Cromwell Court 2 2,896 67 - £281,856 1995 Warrington Hilltop Manor 2 2,809 80 - £320,000 1995 (2015) Tunstal Oak Lodge 1,699 45 - £300,000 1995 (2018) Chard Tree Tops Court 2,442 69 - £298,520 1990 (2015) Leek Danforth 6,634 126 £1,569,400 Rawdon Green Lane 3,456 66 - £777,400 2022 Rawdon Holt Heath Farm 3,178 60 - £792,000 2022 Holt Caring Homes 8,898 221 - £1,512,432 Brooklyn House 1,616 38 - £349,020 2009 (2016) Attleborough Guysfield 2,052 51 - £409,316 2000 (2015) Letchworth Hillside House and Mellish House 3,629 92 - £485,434 2005 (2016) Sudbury Sanford House 1,601 40 - £268,662 1998 (2016) East Dereham Lifeways 3,880 67 - £1,293,760 Heath Farm 2,832 47 - £919,360 2009 Scopwick Sharmers Fields House 1,048 20 - £374,400 2008 (2010) Leamington Spa Handsale 4,107 80 - £855,000 Priesty Fields 4,107 80 - £855,000 2021 Congleton Ideal care 3,048 60 - £792,000 Marston Moretaine Gee View 3,048 60 - £792,000 2022 Marston Moretaine Barchester 1,554 49 - £310,000 Highfields (Notts) 1,554 49 - £310,000 2008 (2016) Edingley Finland 257,350 3,498 10,943 €51,778,693 €55,513,206 Attendo 50,257 1,205 - €9,982,313 Koy Vihdin Vanhan sepän tie 1,498 40 - €329,001 2015 Nummela Koy Kouvolan Vinttikaivontie 1,788 48 - €392,470 2015 Kouvola Koy Lahden Vallesmanninkatu 1,199 30 - €256,043 2015 Lahti Koy Orimattilan Suppulanpolku 1,498 40 - €346,362 2016 Orimattila Koy Espoon Vuoripirtintie 1,480 35 - €308,147 2016 Espoo Koy Kajaanin Erätie 1,920 52 - €353,365 2017 Kajaani Koy Heinolan Lähteentie 1,665 41 - €331,772 2017 Heinola Koy Uudenkaupungin Puusepänkatu 1,209 30 - €255,336 2017 Uusikaupunki Koy Porvoon Fredrika Runebergin katu 973 29 - €262,340 2017 Porvoo Koy Pihtiputaan Nurmelanpolku 963 24 - €191,390 2017 Pihtipudas Koy Pihtiputaan Nurmelanpolku 460 16 - €65,088 2004 Pihtipudas Koy Nokian Näsiäkatu 1,665 41 - €341,944 2017 Nokia Koy Oulun Ukkoherrantie B 878 20 - €198,394 2017 Oulu Koy Keravan Männiköntie 862 27 - €248,902 2017 Kerava Koy Lohjan Ansatie 1,593 40 - €340,891 2017 Lohja Koy Uudenkaupungin Merimetsopolku C (HKO) 655 15 - €143,127 2017 Uusikaupunki 1. Amounts in £ were converted into € based on the exchange rate of 31 December 2022 (0.88617 £/€). 2. Asset classified as held for sale. – 227 – Corporate governance Risk factors Financial statements Additional information Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Koy Nurmijärven Ratakuja 856 20 - €185,721 2017 Nurmijärvi Koy Rovaniemen Matkavaarantie 977 21 - €182,139 2018 Rovaniemi Koy Mikkelin Ylännetie 8 982 22 - €186,669 2018 Mikkeli Koy Euran Käräjämäentie 2,400 42 - €114,230 2018 Eura Koy Vaasan Vanhan Vaasankatu 1,195 25 - €216,669 2018 Vaasa Koy Oulun Sarvisuontie 1,190 27 - €221,329 2019 Oulu Koy Vihdin Hiidenrannantie 1,037 23 - €222,409 2019 Nummela Koy Kokkolan Ankkurikuja 1,218 31 - €228,108 2019 Kokkola Koy Kuopion Portti A2 2,706 65 - €601,166 2019 Kuopio Koy Pieksämäen Ruustinnantie 792 20 - €151,385 2020 Pieksämäki Koy Kouvolan Ruskeasuonkatu 3,019 60 - €503,760 2020 Kouvola Koy Lohjan Sahapiha (care home) 2,470 50 - €417,900 2021 Lohja Kotka Metsäkulmankatu 1,521 40 - €313,500 2010 Kotka Vasaa Tehokatu 3,068 78 - €472,399 2010 Vaasa Oulu Isopurjeentie 3,824 86 - €690,408 2010 Oulu Teuva Tuokkolantie 834 18 - €127,991 2010 Teuva Koy Oulun Juhlamarssi 2,477 52 - €435,635 2022 Oulu Kokkola Metsämäentie 1,078 26 - €181,000 2014 Kokkola Kokkola Kärrytie 790 23 €165,323 2008 Kokkola Municipalities (multiple tenants) 42,877 324 2,607 €8,475,105 Koy Raahen Palokunnanhovi 423 - 60 €80,880 2010 Raahe Koy Siilinjärven Sinisiipi 568 - 72 €101,429 2012 Toivala Koy Mäntyharjun Lääkärinkuja 1,667 41 - €285,885 2017 Mäntyharju Koy Uudenkaupungin Merimetsopolku B (PK) 661 - 78 €137,359 2017 Uusikaupunki Koy Siilinjärven Risulantie 2,286 30 - €555,881 2018 Siilinjärvi Koy Ylivieskan Mikontie 1 847 15 - €220,264 2018 Ylivieska Koy Ylivieskan Ratakatu 12 1,294 30 - €294,265 2018 Ylivieska Koy Raahen Vihastenkarinkatu 800 - 120 €154,294 2018 Raahe Koy Jyväskylän Ailakinkatu 1,542 - 150 €392,130 2019 Jyväskylä Koy Siilinjärven Nilsiäntie 1,086 - 100 €206,112 2019 Siilinjärvi Koy Laihian Jarrumiehentie 630 - 75 €66,000 2019 Laihia Koy Mikkelin Sahalantie 1,730 - 150 €444,306 2019 Mikkeli Koy Rovaniemen Santamäentie 2,200 - 203 €359,629 2020 Rovaniemi Koy Vaasan Uusmetsäntie 2,519 - 210 €461,784 2020 Vaasa Koy Oulun Ruismetsä 2,140 - 205 €464,268 2020 Oulu Oulun Salonpään koulu 2,026 - 206 €597,600 2021 Oulunsalo Koy Kuopion Männistönkatu PK 2,104 - 168 €308,336 2021 Kuopio Koy Oulun Valjastie (Hintta) 1,901 - 150 €439,560 2021 Oulu Raahe care home 2,450 60 - €432,059 2021 Raahe Kaskinen Bladintie 600 13 - €107,988 2009 Kaskinen Kokkola Ilkantie 3,353 73 - €672,623 2016 Kokkola Helsinki Kansantie 3,654 - 360 €622,104 2022 Helsinki Kerava Lehmuskatu 2,990 62 - €432,261 2022 Kerava Oulu Riistakuja 3,406 - 300 €638,088 2022 Oulu Mehiläinen 25,617 573 - €5,211,173 Koy Porin Ojantie 1,629 40 - €346,642 2015 Pori Koy Jyväskylän Väliharjuntie 1,678 42 - €362,428 2015 Vaajakoski Koy Espoon Hirvisuontie 823 20 - €168,988 2017 Espoo Koy Hollolan Sarkatie 1,663 42 - €370,352 2017 Hollola Koy Hämeenlinnan Jukolanraitti 1,925 40 - €350,515 2018 Hämeenlinna Koy Sipoon Aarretie 964 21 - €184,615 2018 Sipoo Koy Lappeenrannan Orioninkatu 935 22 €190,218 2018 Lappeenranta Koy Porvoon Haarapääskyntie 886 17 €141,909 2019 Porvoo Koy Äänekosken Likolahdenkatu 771 15 - €134,930 2019 Äänekoski Koy Kangasalan Rekiäläntie 1,240 28 €255,465 2019 Kangasala Koy Riihimäen Jyrätie 741 16 - €150,359 2019 Riihimäki Koy Iisalmen Satamakatu 2,630 53 €479,113 2020 Iisalmi Koy Oulun Siilotie 1,868 45 - €384,694 2020 Oulu MT Espoo Kurttilantie 998 26 - €208,440 2022 Espoo Jyväskylä Sulkulantie 850 18 €146,176 2017 Jyväskylä Oulun Villa Sulka 2,973 60 - €687,885 2016 Oulu Mikkelin Kastanjakuja 963 20 - €174,298 2019 Mikkeli Kuopion Oiva 619 17 - €142,231 2019 Kuopio Jyväskylä Martikaisentie 832 17 - €194,272 2014 Jyväskylä Nokian Luhtatie 630 14 - €137,643 2018 Nokia Touhula 20,890 - 2,432 €4,672,215 Koy Nurmijärven Laidunalue 477 - 57 €97,885 2011 Nurmijärvi Koy Oulun Paulareitti 1 564 - 72 €125,682 2013 Oulu Koy Oulun Paulareitti 2 564 - 72 €123,715 2013 Oulu Koy Kuopion Sipulikatu 564 - 72 €130,139 2013 Kuopio Koy Porvoon Peippolankuja 564 - 70 €136,337 2014 Porvoo Koy Pirkkalan Lehtimäentie 734 - 90 €165,079 2014 Pirkkala Koy Pirkkalan Lehtimäentie 452 - 53 €108,173 2015 Pirkkala Koy Espoon Fallåkerinrinne 891 - 75 €204,571 2014 Espoo Koy Tampereen Lentävänniemenkatu 1 737 - 93 €164,214 2015 Tampere Koy Tampereen Lentävänniemenkatu 2 468 - 50 €96,854 2019 Tampere Koy Turun Vähäheikkiläntie 911 - 97 €209,094 2015 Turku Koy Turun Vähäheikkiläntie 553 - 60 €112,908 2018 Turku Koy Turun Vakiniituntie 567 - 60 €144,025 2015 Turku Koy Vantaan Koetilankatu 890 - 108 €215,395 2015 Vantaa Koy Espoon Tikasmäentie 912 - 108 €209,255 2015 Espoo Koy Kangasalan Mäntyveräjäntie 561 - 72 €138,544 2015 Kangasala 228 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Koy Nurmijärven Ratakuja 856 20 - €185,721 2017 Nurmijärvi Koy Rovaniemen Matkavaarantie 977 21 - €182,139 2018 Rovaniemi Koy Mikkelin Ylännetie 8 982 22 - €186,669 2018 Mikkeli Koy Euran Käräjämäentie 2,400 42 - €114,230 2018 Eura Koy Vaasan Vanhan Vaasankatu 1,195 25 - €216,669 2018 Vaasa Koy Oulun Sarvisuontie 1,190 27 - €221,329 2019 Oulu Koy Vihdin Hiidenrannantie 1,037 23 - €222,409 2019 Nummela Koy Kokkolan Ankkurikuja 1,218 31 - €228,108 2019 Kokkola Koy Kuopion Portti A2 2,706 65 - €601,166 2019 Kuopio Koy Pieksämäen Ruustinnantie 792 20 - €151,385 2020 Pieksämäki Koy Kouvolan Ruskeasuonkatu 3,019 60 - €503,760 2020 Kouvola Koy Lohjan Sahapiha (care home) 2,470 50 - €417,900 2021 Lohja Kotka Metsäkulmankatu 1,521 40 - €313,500 2010 Kotka Vasaa Tehokatu 3,068 78 - €472,399 2010 Vaasa Oulu Isopurjeentie 3,824 86 - €690,408 2010 Oulu Teuva Tuokkolantie 834 18 - €127,991 2010 Teuva Koy Oulun Juhlamarssi 2,477 52 - €435,635 2022 Oulu Kokkola Metsämäentie 1,078 26 - €181,000 2014 Kokkola Kokkola Kärrytie 790 23 €165,323 2008 Kokkola Municipalities (multiple tenants) 42,877 324 2,607 €8,475,105 Koy Raahen Palokunnanhovi 423 - 60 €80,880 2010 Raahe Koy Siilinjärven Sinisiipi 568 - 72 €101,429 2012 Toivala Koy Mäntyharjun Lääkärinkuja 1,667 41 - €285,885 2017 Mäntyharju Koy Uudenkaupungin Merimetsopolku B (PK) 661 - 78 €137,359 2017 Uusikaupunki Koy Siilinjärven Risulantie 2,286 30 - €555,881 2018 Siilinjärvi Koy Ylivieskan Mikontie 1 847 15 - €220,264 2018 Ylivieska Koy Ylivieskan Ratakatu 12 1,294 30 - €294,265 2018 Ylivieska Koy Raahen Vihastenkarinkatu 800 - 120 €154,294 2018 Raahe Koy Jyväskylän Ailakinkatu 1,542 - 150 €392,130 2019 Jyväskylä Koy Siilinjärven Nilsiäntie 1,086 - 100 €206,112 2019 Siilinjärvi Koy Laihian Jarrumiehentie 630 - 75 €66,000 2019 Laihia Koy Mikkelin Sahalantie 1,730 - 150 €444,306 2019 Mikkeli Koy Rovaniemen Santamäentie 2,200 - 203 €359,629 2020 Rovaniemi Koy Vaasan Uusmetsäntie 2,519 - 210 €461,784 2020 Vaasa Koy Oulun Ruismetsä 2,140 - 205 €464,268 2020 Oulu Oulun Salonpään koulu 2,026 - 206 €597,600 2021 Oulunsalo Koy Kuopion Männistönkatu PK 2,104 - 168 €308,336 2021 Kuopio Koy Oulun Valjastie (Hintta) 1,901 - 150 €439,560 2021 Oulu Raahe care home 2,450 60 - €432,059 2021 Raahe Kaskinen Bladintie 600 13 - €107,988 2009 Kaskinen Kokkola Ilkantie 3,353 73 - €672,623 2016 Kokkola Helsinki Kansantie 3,654 - 360 €622,104 2022 Helsinki Kerava Lehmuskatu 2,990 62 - €432,261 2022 Kerava Oulu Riistakuja 3,406 - 300 €638,088 2022 Oulu Mehiläinen 25,617 573 - €5,211,173 Koy Porin Ojantie 1,629 40 - €346,642 2015 Pori Koy Jyväskylän Väliharjuntie 1,678 42 - €362,428 2015 Vaajakoski Koy Espoon Hirvisuontie 823 20 - €168,988 2017 Espoo Koy Hollolan Sarkatie 1,663 42 - €370,352 2017 Hollola Koy Hämeenlinnan Jukolanraitti 1,925 40 - €350,515 2018 Hämeenlinna Koy Sipoon Aarretie 964 21 - €184,615 2018 Sipoo Koy Lappeenrannan Orioninkatu 935 22 €190,218 2018 Lappeenranta Koy Porvoon Haarapääskyntie 886 17 €141,909 2019 Porvoo Koy Äänekosken Likolahdenkatu 771 15 - €134,930 2019 Äänekoski Koy Kangasalan Rekiäläntie 1,240 28 €255,465 2019 Kangasala Koy Riihimäen Jyrätie 741 16 - €150,359 2019 Riihimäki Koy Iisalmen Satamakatu 2,630 53 €479,113 2020 Iisalmi Koy Oulun Siilotie 1,868 45 - €384,694 2020 Oulu MT Espoo Kurttilantie 998 26 - €208,440 2022 Espoo Jyväskylä Sulkulantie 850 18 €146,176 2017 Jyväskylä Oulun Villa Sulka 2,973 60 - €687,885 2016 Oulu Mikkelin Kastanjakuja 963 20 - €174,298 2019 Mikkeli Kuopion Oiva 619 17 - €142,231 2019 Kuopio Jyväskylä Martikaisentie 832 17 - €194,272 2014 Jyväskylä Nokian Luhtatie 630 14 - €137,643 2018 Nokia Touhula 20,890 - 2,432 €4,672,215 Koy Nurmijärven Laidunalue 477 - 57 €97,885 2011 Nurmijärvi Koy Oulun Paulareitti 1 564 - 72 €125,682 2013 Oulu Koy Oulun Paulareitti 2 564 - 72 €123,715 2013 Oulu Koy Kuopion Sipulikatu 564 - 72 €130,139 2013 Kuopio Koy Porvoon Peippolankuja 564 - 70 €136,337 2014 Porvoo Koy Pirkkalan Lehtimäentie 734 - 90 €165,079 2014 Pirkkala Koy Pirkkalan Lehtimäentie 452 - 53 €108,173 2015 Pirkkala Koy Espoon Fallåkerinrinne 891 - 75 €204,571 2014 Espoo Koy Tampereen Lentävänniemenkatu 1 737 - 93 €164,214 2015 Tampere Koy Tampereen Lentävänniemenkatu 2 468 - 50 €96,854 2019 Tampere Koy Turun Vähäheikkiläntie 911 - 97 €209,094 2015 Turku Koy Turun Vähäheikkiläntie 553 - 60 €112,908 2018 Turku Koy Turun Vakiniituntie 567 - 60 €144,025 2015 Turku Koy Vantaan Koetilankatu 890 - 108 €215,395 2015 Vantaa Koy Espoon Tikasmäentie 912 - 108 €209,255 2015 Espoo Koy Kangasalan Mäntyveräjäntie 561 - 72 €138,544 2015 Kangasala Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Koy Ylöjärven Työväentalontie 707 - 84 €154,669 2015 Ylöjärvi Koy Vantaan Vuohirinne 896 - 108 €202,099 2016 Vantaa Koy Porvoon Vanha Kuninkaantie 670 - 84 €154,851 2016 Porvoo Koy Espoon Meriviitantie 769 - 96 €180,928 2016 Espoo Koy Vantaan Punakiventie 484 - 58 €120,928 2016 Vantaa Koy Mikkelin Ylännetie 10 625 - 72 €137,768 2016 Mikkeli Koy Espoon Vuoripirtintie 472 - 54 €106,928 2016 Espoo Koy Kirkkonummen Kotitontunkuja 565 - 72 €139,923 2017 Kirkkonummi Koy Varkauden Kaura-ahontie 640 - 75 €120,000 2017 Varkaus Koy Varkauden Kaura-ahontie 620 - 75 €113,509 2012 Varkaus Koy Kotkan Loitsutie 620 - 78 €120,702 2017 Kotka Koy Tornion Torpin Rinnakkaiskatu 635 - 72 €125,553 2017 Tornio Koy Lahden Jahtikatu 894 - 72 €239,362 2018 Lahti Koy Kalajoen Hannilantie 663 - 75 €126,422 2018 Kalajoki Koy Iisalmen Petter Kumpulaisentie 644 - 72 €132,331 2018 Iisalmi As Oy Oulun Figuuri 330 - 41 €62,862 2018 Oulu As Oy Kangasalan Freesia 252 - 35 €51,509 2018 Kangasala Norlandia 21,884 244 1,313 €4,593,435 Koy Jyväskylän Haperontie 700 - 84 €136,895 2016 Jyväskylä Koy Espoon Oppilaantie 1,045 - 120 €199,063 2017 Espoo Koy Kuopion Rantaraitti 822 - 96 €163,315 2017 Kuopio Koy Ruskon Päällistönmäentie 1 697 - 84 €151,213 2017 Rusko Koy Uudenkaupungin Merilinnuntie 702 - 84 €146,974 2018 Uusikaupunki Koy Lahden Piisamikatu 697 - 84 €145,969 2018 Lahti Koy Turun Lukkosepänkatu 882 - 100 €190,599 2018 Turku Koy Sipoon Aarrepuistonkuja 668 - 75 €146,733 2018 Sipoo Koy Sastamalan Tyrväänkyläntie 706 - 84 €128,924 2018 Sastamala Koy Keuruun Tehtaantie 538 - 60 €111,645 2018 Keuruu Koy Mynämäen Opintie 697 - 84 €146,546 2019 Mynämäki Koy Ruskon Päällistönmäentie 2 505 - 60 €104,801 2019 Rusko Koy Haminan Lepikönranta 575 - 80 €135,683 2019 Hamina Koy Jyväskylän Vävypojanpolku 769 - 84 €161,569 2019 Jyväskylä Koy Tuusulan Isokarhunkierto 2,689 46 84 €521,425 2020 Tuusula Koy Helsinin Pakarituvantie 5,580 108 50 €1,130,160 2022 Helsinki Kuopio Opistotie 3,595 90 - €871,920 2022 Kuopio Pilke 20,203 - 2,346 €4,218,202 Koy Mäntsälän Liedontie 645 - 66 €153,049 2013 Mäntsälä Koy Lahden Vallesmanninkatu 561 - 72 €129,678 2015 Lahti Koy Kouvolan Kaartokuja 566 - 68 €132,739 2016 Kouvola Koy Nokian Vikkulankatu 993 - 126 €173,976 2016 Nokia Koy Vantaan Tuovintie 584 - 73 €141,873 2016 Vantaa Koy Rovaniemen Ritarinne 1,186 - 132 €281,106 2016 Rovaniemi Koy Vantaan Mesikukantie 959 - 120 €191,641 2016 Vantaa Koy Vantaan Mesikukantie 531 - 64 €121,025 2018 Vantaa Koy Varkauden Savontie 657 - 72 €128,571 2017 Varkaus Koy Pirkkalan Perensaarentie 1,313 - 168 €284,198 2017 Pirkkala Koy Jyväskylän Mannisenmäentie 916 - 102 €164,966 2017 Jyväskylä Koy Kaarinan Nurminiitynkatu 825 - 96 €171,164 2017 Kaarina Koy Porin Koekatu 915 - 96 €180,426 2018 Pori Koy Kajaanin Valonkatu 635 - 75 €144,220 2018 Kajaani Koy Mikkelin Väänäsenpolku 648 - 72 €129,370 2018 Mikkeli Koy Sotkamon Kirkkotie 547 - 72 €144,111 2018 Sotkamo Koy Oulun Soittajanlenkki 1,091 - 120 €221,463 2018 Oulu Koy Rovaniemen Mäkirannantie 530 - 75 €81,540 1989 Rovaniemi Koy Oulun Soittajanlenkki, expansion 654 - 75 €136,597 2019 Oulu As Oy Lahden Vuorenkilpi 703 - 90 €163,890 2019 Lahti Koy Rovaniemen Gardininkuja 653 - 76 €142,421 2020 Rovaniemi Koy Kontiolahden Päiväperhosenkatu 690 - 70 €140,429 2020 Lehmo Koy Lohjan Sahapiha (day care) 478 - 60 €92,400 2021 Lohja Koy Nurmijärvi Luhtavillantie 1,153 - 120 €221,760 2021 Klaukkala Kangasalan Topin Mäki 857 - 87 €185,748 2022 Kangasala Liminka Saunarannantie 917 - 99 €159,840 2022 Liminka Esperi 8,329 194 - €2,040,561 Koy Loviisan Mannerheiminkatu 1,133 29 - €310,062 2015 Loviisa Koy Kajaanin Menninkäisentie 1,178 30 - €327,600 2016 Kajaani Koy Iisalmen Kangaslammintie 802 20 - €177,816 2018 Iisalmi Seinäjoki Kutojankatu 5,217 115 - €1,225,082 2018 Seinäjoki Kristillinen koulu 7,915 - 717 €1,550,733 Koy Järvenpään Yliopettajankatu 1,784 - 180 €311,857 2020 Järvenpää Koy Espoon Matinkartanontie 6,131 - 537 €1,238,876 2021 Espoo Ikifit 6,334 153 - €1,087,159 Koy Kangasalan Hilmanhovi 1,484 46 - €205,519 2009 Kangasala Turun Malin Trällinkuja 1,92 50 - €396,000 2022 Turku Koy Tampereen Sisunaukio Care home 2,927 57 - €485,640 2022 Tampere Multiple tenants (Mehiläinen & other) 4,154 53 - €1,087,043 Vantaa Asolantie 4,154 53 - €1,087,043 2012 Vantaa KVPS 3,066 59 - €582,929 Koy Jyväskylän Palstatie 825 15 - €146,880 2019 Jyväskylä Koy Lahden keva makarantie 791 15 - €154,168 2020 Lahti Koy Helsinin Pakarituvantie (disabled care) 1,450 29 - €281,880 2022 Helsinki – 229 – Corporate governance Risk factors Financial statements Additional information Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Sentica 2,642 - 318 €563,612 Koy Raision Tenavakatu 622 - 75 €140,163 2013 Raisio Koy Maskun Ruskontie 1,201 - 147 €260,453 2014 (2018) Masku Koy Paimion Mäkiläntie 820 - 96 €162,996 2018 Paimio Rinnekoti 3,231 68 - €543,468 Koy Turun Lemmontie 926 21 - €166,080 2021 Turku Oulu Ukkoherrantie A 1,073 21 - €161,280 2021 Oulu Jyväskylä Haukankaari 1,232 26 - €216,108 2022 Jyväskylä Aspa 2,433 70 - €443,415 KEVA Lohja Porapojankuja 774 15 - €128,254 2021 Lohja Loimaan Villa Inno 1,093 23 - €200,340 2019 Loimaa Kouvolan Oiva 566 32 - €114,821 2019 Kouvola Priimi 2,100 - 233 €406,117 Koy Kuopion Amerikanraitti 1,157 - 142 €236,917 2017 (2021) Kuopio Jyväskylä Harjutie 943 - 91 €169,200 2021 Vaajakoski Hovi Group Oy 1,978 32 - €349,206 Nokia Kivimiehenkatu 1,978 32 - €349,206 2012 Nokia Musiikkikoulu Rauhala 1,609 - 195 €341,854 Koy Laukaan Hytösenkuja 730 - 87 €170,607 2015 Laukaa Koy Laukaan Saratie 879 - 108 €171,246 2018 Laukaa Peurunka 1,086 22 - €287,150 Laukaa Peurungantie 1,086 22 - €287,150 2020 Laukaa Paltan Palveluasunnot 1,507 24 54 €282,188 Koy Turun Paltankatu 1,507 24 54 €282,188 2019 Turku CTM 1,457 27 - €278,047 Koy Janakkalan Kekanahontie 1,457 27 - €278,047 2019 Janakkala Pääkaupungin turvakoti 1,018 14 - €276,204 Koy Helsingin Työnjohtajankadun Seppä 3 1,018 14 - €276,204 2021 Helsinki Pihlajantertut 1,613 33 - €261,305 Espoo Rajamännynahde 1,613 33 - €261,305 2002 Espoo Rebekan Hoitokoti 1,222 30 - €256,506 Koy Iisalmen Vemmelkuja 1,222 30 - €256,506 2019 Iisalmi Validia 1,053 17 - €250,224 Koy Kuusankosken Keva 1,053 17 - €250,224 2021 Kouvola Sotehotellit 1,521 32 - €246,638 Koy Ulvilan Kulmalantie 1,521 32 - €246,638 2020 Ulvila Huhtihovi 1,199 30 - €241,200 Salo Papinkuja 1,199 30 - €241,200 2021 Salo K-P Hoitopalvelu 911 25 - €227,498 Koy Kokkolan Vanha Ouluntie 911 25 - €227,498 2017 Kokkola Suomen Kristilliset Hoivakodit 1,178 27 - €226,548 Koy Kajaani Uitontie 1,178 27 - €226,548 2021 Kajaani Siriuspäiväkodit 985 - 108 €219,887 Koy Limingan Kauppakaari 564 - 72 €133,056 2013 Tupos Koy Oulunsalon Vihannestie 421 - 36 €86,831 2021 Oulu Dagmaaria 1,199 32 - €217,757 Koy Porin Kerhotie 1,199 32 - €217,757 2021 Pori Tampereen ensija turvakoti 950 18 - €212,107 Tampereen Haiharansuu 950 18 - €212,107 2022 Tampere Serafiinakoti 1,180 30 - €208,764 Hämeenlinna Kampuskaarre 1,180 30 - €208,764 2021 Hämeenlinna Förkkeli 1,096 16 - €201,984 Oulun Maininki 1,096 16 - €201,984 2017 Oulu Vantaan Turvakoti 844 14 - €193,833 Koy Vantaan Koivukylän Puistotie 844 14 - €193,833 2019 Vantaa Autismisäätiö 1,042 12 - €184,800 Koy Kotka Särmääjänkatu 1,042 12 - €184,800 2021 Kotka Lapin Turkoosi Oy 960 - 120 €173,310 Koy Rovaniemen Muonakuja 960 - 120 €173,310 2020 Rovaniemi Folkhälsan 783 - 84 €151,945 Koy Turun Teollisuuskatu 783 - 84 €151,945 2017 Turku Peikkometsä 659 - 72 €147,937 Koy Lahden Kurenniityntie 659 - 72 €147,937 2020 Villahde Kotoisin 824 18 - €147,600 Koy Kempeleen Ihmemaantie 824 18 - €147,600 2021 Kempele Tuike 677 - 75 €142,170 Koy Iisalmen Eteläinen Puistoraitti 677 - 75 €142,170 2018 Iisalmi Jaarlin Päiväkodit 565 - 72 €130,719 Koy Hämeenlinnan Vanha Alikartanontie 565 - 72 €130,719 2015 Hämeenlinna Pikkututkija 703 - 70 €130,200 Tampere Sisunaukio (childcare) 703 - 70 €130,200 2022 Tampere Hoitokoti Äänenniemen Helmi Oy 624 15 - €132,000 Äänekoski Ääneniementie 624 15 - €132,000 2022 Helsinki Murunen 430 - 55 €102,036 Koy Ylivieskan Alpuumintie 430 - 55 €102,036 2019 Ylivieska Pikkutassu 646 - 72 €99,600 Koy Kajaanin Hoikankatu 646 - 72 €99,600 2019 Kajaani Vacant 1,425 35 - - Vaasa Mäkikaivontie 1,425 35 - - 2010 Vaasa 230 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Sentica 2,642 - 318 €563,612 Koy Raision Tenavakatu 622 - 75 €140,163 2013 Raisio Koy Maskun Ruskontie 1,201 - 147 €260,453 2014 (2018) Masku Koy Paimion Mäkiläntie 820 - 96 €162,996 2018 Paimio Rinnekoti 3,231 68 - €543,468 Koy Turun Lemmontie 926 21 - €166,080 2021 Turku Oulu Ukkoherrantie A 1,073 21 - €161,280 2021 Oulu Jyväskylä Haukankaari 1,232 26 - €216,108 2022 Jyväskylä Aspa 2,433 70 - €443,415 KEVA Lohja Porapojankuja 774 15 - €128,254 2021 Lohja Loimaan Villa Inno 1,093 23 - €200,340 2019 Loimaa Kouvolan Oiva 566 32 - €114,821 2019 Kouvola Priimi 2,100 - 233 €406,117 Koy Kuopion Amerikanraitti 1,157 - 142 €236,917 2017 (2021) Kuopio Jyväskylä Harjutie 943 - 91 €169,200 2021 Vaajakoski Hovi Group Oy 1,978 32 - €349,206 Nokia Kivimiehenkatu 1,978 32 - €349,206 2012 Nokia Musiikkikoulu Rauhala 1,609 - 195 €341,854 Koy Laukaan Hytösenkuja 730 - 87 €170,607 2015 Laukaa Koy Laukaan Saratie 879 - 108 €171,246 2018 Laukaa Peurunka 1,086 22 - €287,150 Laukaa Peurungantie 1,086 22 - €287,150 2020 Laukaa Paltan Palveluasunnot 1,507 24 54 €282,188 Koy Turun Paltankatu 1,507 24 54 €282,188 2019 Turku CTM 1,457 27 - €278,047 Koy Janakkalan Kekanahontie 1,457 27 - €278,047 2019 Janakkala Pääkaupungin turvakoti 1,018 14 - €276,204 Koy Helsingin Työnjohtajankadun Seppä 3 1,018 14 - €276,204 2021 Helsinki Pihlajantertut 1,613 33 - €261,305 Espoo Rajamännynahde 1,613 33 - €261,305 2002 Espoo Rebekan Hoitokoti 1,222 30 - €256,506 Koy Iisalmen Vemmelkuja 1,222 30 - €256,506 2019 Iisalmi Validia 1,053 17 - €250,224 Koy Kuusankosken Keva 1,053 17 - €250,224 2021 Kouvola Sotehotellit 1,521 32 - €246,638 Koy Ulvilan Kulmalantie 1,521 32 - €246,638 2020 Ulvila Huhtihovi 1,199 30 - €241,200 Salo Papinkuja 1,199 30 - €241,200 2021 Salo K-P Hoitopalvelu 911 25 - €227,498 Koy Kokkolan Vanha Ouluntie 911 25 - €227,498 2017 Kokkola Suomen Kristilliset Hoivakodit 1,178 27 - €226,548 Koy Kajaani Uitontie 1,178 27 - €226,548 2021 Kajaani Siriuspäiväkodit 985 - 108 €219,887 Koy Limingan Kauppakaari 564 - 72 €133,056 2013 Tupos Koy Oulunsalon Vihannestie 421 - 36 €86,831 2021 Oulu Dagmaaria 1,199 32 - €217,757 Koy Porin Kerhotie 1,199 32 - €217,757 2021 Pori Tampereen ensija turvakoti 950 18 - €212,107 Tampereen Haiharansuu 950 18 - €212,107 2022 Tampere Serafiinakoti 1,180 30 - €208,764 Hämeenlinna Kampuskaarre 1,180 30 - €208,764 2021 Hämeenlinna Förkkeli 1,096 16 - €201,984 Oulun Maininki 1,096 16 - €201,984 2017 Oulu Vantaan Turvakoti 844 14 - €193,833 Koy Vantaan Koivukylän Puistotie 844 14 - €193,833 2019 Vantaa Autismisäätiö 1,042 12 - €184,800 Koy Kotka Särmääjänkatu 1,042 12 - €184,800 2021 Kotka Lapin Turkoosi Oy 960 - 120 €173,310 Koy Rovaniemen Muonakuja 960 - 120 €173,310 2020 Rovaniemi Folkhälsan 783 - 84 €151,945 Koy Turun Teollisuuskatu 783 - 84 €151,945 2017 Turku Peikkometsä 659 - 72 €147,937 Koy Lahden Kurenniityntie 659 - 72 €147,937 2020 Villahde Kotoisin 824 18 - €147,600 Koy Kempeleen Ihmemaantie 824 18 - €147,600 2021 Kempele Tuike 677 - 75 €142,170 Koy Iisalmen Eteläinen Puistoraitti 677 - 75 €142,170 2018 Iisalmi Jaarlin Päiväkodit 565 - 72 €130,719 Koy Hämeenlinnan Vanha Alikartanontie 565 - 72 €130,719 2015 Hämeenlinna Pikkututkija 703 - 70 €130,200 Tampere Sisunaukio (childcare) 703 - 70 €130,200 2022 Tampere Hoitokoti Äänenniemen Helmi Oy 624 15 - €132,000 Äänekoski Ääneniementie 624 15 - €132,000 2022 Helsinki Murunen 430 - 55 €102,036 Koy Ylivieskan Alpuumintie 430 - 55 €102,036 2019 Ylivieska Pikkutassu 646 - 72 €99,600 Koy Kajaanin Hoikankatu 646 - 72 €99,600 2019 Kajaani Vacant 1,425 35 - - Vaasa Mäkikaivontie 1,425 35 - - 2010 Vaasa Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Sweden 1 17,323 140 610 €3,866,106 SEK43,187,062 €4,029,947 SEK45,017,276 Olivia Omsorg 3,128 36 - SEK 8,313,911 Gråmunkehöga 3:2 494 6 - SEK 1,408,464 2020 Uppsala Vallby 28:2 494 6 - SEK 1,362,444 2021 Tierp Almungeberg 1:21 535 6 - SEK 1,342,349 2018 Uppsala Hässlinge 2:3 1,070 12 - SEK 2,786,485 2018 (2020) Enköping Almungeberg 1:22 535 6 - SEK 1,414,169 2021 Uppsala Ambea 2,272 30 - SEK 5,569,392 Emmekalv 4:325 540 6 - SEK 1,445,596 2019 Oskarshamn Steglitsan 2 800 12 - SEK 2,061,898 2020 Växjö Saga 2 932 12 - SEK 2,061,898 2021 Växjö Kunskapsförskolan 2,244 - 250 SEK 5,434,824 Östhamra 1:52 1,158 - 125 SEK 2,838,372 2020 Norrtälje Paradiset 2 1,086 - 125 SEK 2,596,452 2020 Älmhult Humana 1,610 18 - SEK 4,268,295 Nyby 3:68 540 6 - SEK 1,422,710 2019 Laholm Hovsta Gryt 7:2 535 6 - SEK 1,422,710 2019 Örebro Törsjö 3:204 535 6 - SEK 1,422,875 2021 Örebro Frösunda Omsorg 1,668 18 - SEK 3,975,141 Bälinge Lövsta 9:19 540 6 - SEK 1,326,426 2012 Uppsala Sunnersta 120:2 & 120:4 593 6 - SEK 1,326,426 2013 Uppsala Bälinge Lövsta 10:140 535 6 - SEK 1,322,289 2013 Uppsala British mini 1,499 - 140 SEK 3,532,976 Mesta 6:56 1,499 - 140 SEK 3,532,976 2020 Eskilstuna TP 1,097 - 120 SEK 2,408,112 Kalleberga 8:269 1,097 - 120 SEK 2,408,112 2021 Kallinge Norlandia 905 - 100 SEK 2,260,008 Eds Prästgård 1:115 905 - 100 SEK 2,260,008 2021 Upplands Väsby Multiple tenants 832 14 - SEK 1,730,959 Borggård 1:553 832 14 - SEK 1,730,959 2022 Staffanstorp Ersta Diakoni 535 6 - SEK 1,466,544 Västlunda 2:12 535 6 - SEK 1,466,544 2020 Vallentuna MoGård 540 6 - SEK 1,435,116 Anderbäck 1:60 540 6 - SEK 1,435,116 2020 Nyköping Serigmo KAS 500 6 - SEK 1,400,004 Fanna 24:19 500 6 - SEK 1,400,004 2022 Enköping Caritas Fastigheter AB 494 6 - SEK 1,391,780 Heby 3:17 494 6 - SEK 1,391,780 2020 Heby Ireland 72,494 1,465 - €14,954,919 €14,328,794 Bartra Healthcare 21,118 462 - €6,677,000 Loughshinny Nursing Home 5,649 123 - €1,437,500 2019 Dublin Northwood Nursing Home 5,074 118 - €1,391,500 2020 Dublin Beaumont Lodge 10,395 221 - €3,848,000 2020 Dublin Virtue 32,034 572 - €4,673,419 Brídhaven 7,299 184 - €1,535,000 1989 Mallow Waterford 3,888 64 - €555,304 2018 Waterford New Ross 3,200 62 - €398,957 2018 New Ross Bunclody 5,590 62 - €372,000 2018 Bunclody Killerig 4,800 45 - €183,304 2016 Killerig Altadore 3,340 66 - €991,855 2015 Glenageary Craddock House 3,917 89 - €637,000 2017 Naas Silver Stream Healthcare 15,965 346 - €2,849,000 Dundalk Nursing Home 6,002 130 €1,077,000 2022 Dundalk Duleek Nursing Home 5,498 120 - €997,000 2022 Duleek Riverstick Nursing Home 4,465 96 - €775,000 2022 Riverstick Coolmine Caring Services Group 3,377 85 - €755,500 Milbrook Manor 3,377 85 - €755,500 2001 Saggart Investment properties in joint venture – 50% share held by Aedifica 6,537 84 - €1,137,659 €1,137,659 Netherlands 13,073 167 - €2,275,319 Korian Netherlands 13,073 167 - €2,275,319 HGH Lelystad 4,301 45 - €603,978 2022 Lelystad Zorghuis Hengelo 1,288 21 - €215,871 2017 Hengelo Villa Horst en Berg 2,634 36 - €495,000 2022 Soest Villa Florian 2,700 29 - €508,470 2022 Blaricum Villa den Haen 2,150 36 - €452,000 2022 Woudenberg 1. Amounts in SEK were converted into € based on the exchange rate of 31 December 2022 (11.17069 SEK/€). – 231 – Corporate governance Risk factors Financial statements Additional information Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Investment properties in development 1 101,685 1,672 - €2,051,949 Germany 45,618 734 - €403,454 Specht & Tegeler 22,369 360 - €220,394 Stadtlohn 6,357 100 - €57,345 PROJECT Stadtlohn Uetze 7,138 112 - €50,400 PROJECT Uetze Fredenbeck 5,595 94 - €28,710 PROJECT Fredenbeck Hamburg-Rissen 3,279 54 - €83,939 PROJECT Hamburg Specht Gruppe 17,237 284 - €138,240 Seniorenquartier Gera 6,673 123 - €19,440 PROJECT Gera Seniorenquartier Gummersbach 10,564 161 - €118,800 PROJECT Gummersbach EMVIA 6,012 90 - €44,820 Sehnde 6,012 90 - €44,820 PROJECT Sehnde Netherlands 23,296 308 - €1,149,295 Warm Hart 2,114 27 - €372,600 Oosterbeek Warm Hart 2,114 27 - €372,600 PROJECT Oosterbeek SVE 4,981 52 - €211,470 Hilversum SVE 4,981 52 - €211,470 PROJECT Hilversum Korian Netherlands 4,098 53 - €176,875 Villa Meirin 2,175 27 - €71,875 PROJECT Witmarsum Natatorium 1,923 26 - €105,000 PROJECT Velp Stichting Fundis 4,738 60 - €175,800 Alphen Raadhuisstraat 2,307 27 - €83,250 PROJECT Alphen a/d Rijn Waarder Molendijk 2,431 33 - €92,550 PROJECT Waarder Saamborgh 2,550 38 - €122,550 Tiel Bladergroenstraat 2,550 38 - €122,550 PROJECT Tiel Valuas Zorggroep 1,925 26 - €90,000 Residence Coestraete 1,925 26 - €90,000 PROJECT Zwolle Amado Almere - Stichting Pinahuis 2,890 52 - - De Volder Staete 2,890 52 - - PROJECT Almere Ireland 24,322 470 - €424,200 Virtue 6,063 119 - €253,000 Dublin Stepaside 6,063 119 - €253,000 PROJECT Kilgobbin Coolmine Caring Services Group 11,085 202 - €171,200 St. Doolagh’s 5,513 97 - €132,500 PROJECT Balgriffin Sligo Finisklin Road 5,572 105 - €38,700 PROJECT Sligo Bartra Healthcare 7,174 149 - - Dublin Crumlin 7,174 149 - - PROJECT Dublin Spain 8,449 160 - €75,000 Neurocare Promociones 8,449 160 - €75,000 Tomares Miró 8,449 160 - €75,000 PROJECT Tomares Investment properties in development in joint venture – 50% share held by Aedifica 2,456 34 - €69,378 Netherlands 4,911 68 - €138,757 Korian Netherlands 4,911 68 - €138,757 Het Gouden Hart Almere 4,911 68 - €138,757 PROJECT Almere Total investment properties 2,202,717 35,580 11,553 €300,452,979 €299,216,681 1. Although still under construction, these sites already generate limited rental income. This explains why they are included in this table and why the estimated rental value is not mentioned. 232 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Total surface (m²) Residents Children Contractual rents Estimated rental value (ERV) Year of build/ renovation Location Investment properties in development 1 101,685 1,672 - €2,051,949 Germany 45,618 734 - €403,454 Specht & Tegeler 22,369 360 - €220,394 Stadtlohn 6,357 100 - €57,345 PROJECT Stadtlohn Uetze 7,138 112 - €50,400 PROJECT Uetze Fredenbeck 5,595 94 - €28,710 PROJECT Fredenbeck Hamburg-Rissen 3,279 54 - €83,939 PROJECT Hamburg Specht Gruppe 17,237 284 - €138,240 Seniorenquartier Gera 6,673 123 - €19,440 PROJECT Gera Seniorenquartier Gummersbach 10,564 161 - €118,800 PROJECT Gummersbach EMVIA 6,012 90 - €44,820 Sehnde 6,012 90 - €44,820 PROJECT Sehnde Netherlands 23,296 308 - €1,149,295 Warm Hart 2,114 27 - €372,600 Oosterbeek Warm Hart 2,114 27 - €372,600 PROJECT Oosterbeek SVE 4,981 52 - €211,470 Hilversum SVE 4,981 52 - €211,470 PROJECT Hilversum Korian Netherlands 4,098 53 - €176,875 Villa Meirin 2,175 27 - €71,875 PROJECT Witmarsum Natatorium 1,923 26 - €105,000 PROJECT Velp Stichting Fundis 4,738 60 - €175,800 Alphen Raadhuisstraat 2,307 27 - €83,250 PROJECT Alphen a/d Rijn Waarder Molendijk 2,431 33 - €92,550 PROJECT Waarder Saamborgh 2,550 38 - €122,550 Tiel Bladergroenstraat 2,550 38 - €122,550 PROJECT Tiel Valuas Zorggroep 1,925 26 - €90,000 Residence Coestraete 1,925 26 - €90,000 PROJECT Zwolle Amado Almere - Stichting Pinahuis 2,890 52 - - De Volder Staete 2,890 52 - - PROJECT Almere Ireland 24,322 470 - €424,200 Virtue 6,063 119 - €253,000 Dublin Stepaside 6,063 119 - €253,000 PROJECT Kilgobbin Coolmine Caring Services Group 11,085 202 - €171,200 St. Doolagh’s 5,513 97 - €132,500 PROJECT Balgriffin Sligo Finisklin Road 5,572 105 - €38,700 PROJECT Sligo Bartra Healthcare 7,174 149 - - Dublin Crumlin 7,174 149 - - PROJECT Dublin Spain 8,449 160 - €75,000 Neurocare Promociones 8,449 160 - €75,000 Tomares Miró 8,449 160 - €75,000 PROJECT Tomares Investment properties in development in joint venture – 50% share held by Aedifica 2,456 34 - €69,378 Netherlands 4,911 68 - €138,757 Korian Netherlands 4,911 68 - €138,757 Het Gouden Hart Almere 4,911 68 - €138,757 PROJECT Almere Total investment properties 2,202,717 35,580 11,553 €300,452,979 €299,216,681 1. Although still under construction, these sites already generate limited rental income. This explains why they are included in this table and why the estimated rental value is not mentioned. 3. External verification 3.1 Valuation experts’ report 1 Aedifica assigned to each of the eleven valuation experts the task of determining the fair value (from which the investment value is derived 2 ) of one part of its portfolio of investment properties. Assessments are established taking into account the remarks and definitions contained in the reports and following the guidelines of the International Valuation Standards issued by the ‘IVSC’. Each of the eleven valuation experts has confirmed that: - they acted individually as valuation expert and have a relevant and recognised qualification, as well as an ongoing experience for the location and the type of buildings they assessed; - their opinion of fair value was primarily derived using comparable recent market transactions on arm’s length terms; - the relevant properties were considered in the context of current leases and of all rights and obligations that these commitments entail; - they evaluated each entity individually; - that their assessment: - does not take into account a potential value that can be generated by offering the whole portfolio on the market; - does not take into account selling costs applicable to a specific transaction, such as brokerage fees or advertising; - is based on the inspection of real estate properties and information provided by Aedifica (i.e. rental status and surface area, sketches or plans, rental charges and property taxes related to the property, and compliance and pollution matters); and - is made under the assumption that no non-communicated piece of information is likely to affect the value of the property; - they assumed the information provided to them to be accurate and complete. Based on the eleven assessments, the consolidated fair value of the portfolio amounted to €5,657,899,418 3 as of 31 December 2022 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL or €5,633,399,418 after deduction of the 50% share in the partnership AK JV NL held by the other partner company. The marketable investment properties 4 held by Aedifica group amounted to €5,449,104,295 (excluding 50% of the value of the assets held by the other partner company in AK JV NL). Contractual rents amounted to €300,452,979 which corresponds to an initial rental yield of 5.51% compared to the fair value of marketable investment properties. The current occupancy rate amounts to 99.6%. Assuming that the marketable investment properties are 100% rented and that the current vacancy is let at market rent, contractual rent would amount to €301,705,554, i.e. an initial yield of 5.54% compared to the fair value of the marketable investment properties. The above-mentioned amounts include the fair values and contractual rents of the UK based assets in pound sterling and converted into euro as well as the assets located in Sweden in Swedish Krona converted into euro taking the exchange rates as per 31/12/2022 (0.88617 £/€ and 11.17069 SEK/€) into account. As of 31 December 2022: - the consolidated fair value of the assets located in Belgium amounted to €1,302,937,979; including €1,299,390,133 for marketable investment properties. Contractual rents amounted to €70,880,099 which corresponds to an initial yield of 5.5% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Germany amounted to €1,232,197,000; including €1,197,566,136 for marketable investment properties. Contractual rents amounted to €61,102,908 which corresponds to an initial yield of 5.1% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in the Netherlands amounted to €679,440,000 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL. The marketable investment properties after deduction of the 50% share held by the partner company amounted to €640,102,400. Contractual rents amounted to €36,042,777 which corresponds to an initial yield of 5.6% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in the United Kingdom amounted to £880,931,000; including £850,496,613 for marketable investment properties. Contractual rents amounted to £54,347,359 which corresponds to an initial yield of 6.4% to the fair value of the marketable investment properties. 1. The expert report was reproduced with the agreement of Cushman & Wakefield Belgium NV/SA, Stadim BV/SRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield Netherlands BV, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Limited, Jones Lang LaSalle Finland Oy, JLL Valuation AB, CBRE Unlimited Company and Jones Lang LaSalle España SA. The sum of all elements of the portfolio individually assessed by the abovementioned valuation experts constitutes Aedifica’s whole consolidated portfolio. 2. ‘Investment value’ is defined by Aedifica as the value assessed by a valuation expert, of which transfer costs are not deducted (also known as ‘ gross capital value’). 3. The abovementioned portfolio is broken down in two lines on the balance sheet (lines ‘I.C. Investment properties’ and ‘II.A. Assets classified as held for sale’) . 4. ‘Marketable investment properties’ are defined by Aedifica as investment properties including assets classified as held for sale and excluding development projects. Marketable investment properties are hence completed properties that are let or lettable. – 233 – Corporate governance Risk factors Financial statements Additional information - the consolidated fair value of the assets located in Finland amounted to €1,016,577,500; including €984,800,000 for marketable investment properties. Contractual rents amounted to €51,778,693 which corresponds to an initial yield of 5.3% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Sweden amounted to SEK 882,600,000; including SEK 858,800,000 for marketable investment properties. Contractual rents amounted to SEK 43,187,062 which corresponds to an initial yield of 5.0% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Ireland amounted to €348,670,000; including €289,126,332 for marketable investment properties. Contractual rents amounted to €15,379,119 which corresponds to an initial yield of 5.3% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Spain amounted to €4,980,000; including €1,500,000 for marketable investment properties. Contractual rents amounted to €75,000 which corresponds to an initial yield of 5.0% to the fair value of the marketable investment properties. In the context of a reporting in compliance with the International Financial Reporting Standards, our evaluations reflect the fair value. The fair value is defined by IAS 40 and IFRS 13 as ‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date’. The IVSC considers that the definition of fair value under IAS 40 and IFRS 13 is generally consistent with market value. Opinions of the valuation experts 1 Valuation expert Fair value of valued assets of portfolio as of 31 December 2022 Investment value (before deduction of transfer costs 2 ) BE Cushman & Wakefield Belgium SA Emeric Inghels €677,772,000 €694,995,000 BE Stadim BV Céline Janssens & Dennis Weyts €625,165,979 €640,795,561 DE CBRE GmbH Danilo Tietz & Karina Melskens €695,760,000 €741,587,682 DE Jones Lang LaSalle SE Gregor Claasen €536,437,000 €578,181,037 NL Cushman & Wakefield Netherlands BV Jan Vriend & Niek Drent €573,920,000 3 €619,450,000 3 NL CBRE Valuation & Advisory Services BV Roderick Smorenburg & Annette Postma €105,520,000 3 €116,060,673 3 UK Cushman & Wakefield Debenham Tie Leung Limited Tom Robinson £880,931,000 (€994,086,587 4 ) £939,373,646 (€1,060,036,191 4 ) FI Jones Lang LaSalle Finland Oy Kimmo Kostiainen €1,016,577,500 €1,041,991,938 SE JLL Valuation AB Patrik Lofvenberg SEK 882,600,000 (€79,010,352 5 ) SEK 896,040,609 (€80,213,555 5 ) IE CBRE Unlimited Company Maureen Bayley €348,670,000 €383,387,911 ES Jones Lang LaSalle España SA Lourdes Pérez Carrasco & Felix Painchaud €4,980,000 €5,080,000 Adjustments for the value of assets held by partners of the partnership AK JV NL - €24,500,000 - €26,500,000 Total €5,633,399,418 €5,935,279,548 of which: Marketable investment properties €5,365,071,327 €5,648,426,433 Development projects €184,295,123 €197,427,169 Assets classified as held for sale €84,032,968 €89,425,946 1. The valuation expert values only a part of Aedifica’s portfolio and does not take responsibility for the valuation of the portfolio as a whole. The valuation expert therefore signs only for the accuracy of the figures of the assets he values. No further liability for any other valuation expert will be accepted. 2. In this context, the transfer costs require adaptation to the market conditions. Based on the analysis of a large number of transactions in Belgium, the Belgian experts acting at the request of publicly traded real estate companies, reunited in a working group, came to the following conclusion: given the various ways to transfer property in Belgium, the weighted average of the transfer costs was estimated at 2.5%, for investment properties with a value in excess of €2.5 million. The investment value corresponds therefore to the fair value plus 2.5% of transfer costs. The fair value is also calculated by dividing the investment value by 1.025. Properties in Belgium below the threshold of €2.5 million remain subject to usual transfer costs (10.0% or 12.5% depending on their location). Their fair value corresponds thus to the value excluding transfer costs. Assets located in Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain are not concerned by this footnote. In the assessment of their investment value, the usual local transfer costs and professional fees are taken into account. 3. Including 100% of the value of the assets held by the partners of the partnership AK JV NL . 4. Based on the exchange rate of 0.88617 £/€ as per 31/12/2022. 5. Based on the exchange rate of 11.17069 SEK/€ as per 31/12/2022. 234 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review - the consolidated fair value of the assets located in Finland amounted to €1,016,577,500; including €984,800,000 for marketable investment properties. Contractual rents amounted to €51,778,693 which corresponds to an initial yield of 5.3% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Sweden amounted to SEK 882,600,000; including SEK 858,800,000 for marketable investment properties. Contractual rents amounted to SEK 43,187,062 which corresponds to an initial yield of 5.0% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Ireland amounted to €348,670,000; including €289,126,332 for marketable investment properties. Contractual rents amounted to €15,379,119 which corresponds to an initial yield of 5.3% to the fair value of the marketable investment properties. - the consolidated fair value of the assets located in Spain amounted to €4,980,000; including €1,500,000 for marketable investment properties. Contractual rents amounted to €75,000 which corresponds to an initial yield of 5.0% to the fair value of the marketable investment properties. In the context of a reporting in compliance with the International Financial Reporting Standards, our evaluations reflect the fair value. The fair value is defined by IAS 40 and IFRS 13 as ‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date’. The IVSC considers that the definition of fair value under IAS 40 and IFRS 13 is generally consistent with market value. Opinions of the valuation experts 1 Valuation expert Fair value of valued assets of portfolio as of 31 December 2022 Investment value (before deduction of transfer costs 2 ) BE Cushman & Wakefield Belgium SA Emeric Inghels €677,772,000 €694,995,000 BE Stadim BV Céline Janssens & Dennis Weyts €625,165,979 €640,795,561 DE CBRE GmbH Danilo Tietz & Karina Melskens €695,760,000 €741,587,682 DE Jones Lang LaSalle SE Gregor Claasen €536,437,000 €578,181,037 NL Cushman & Wakefield Netherlands BV Jan Vriend & Niek Drent €573,920,000 3 €619,450,000 3 NL CBRE Valuation & Advisory Services BV Roderick Smorenburg & Annette Postma €105,520,000 3 €116,060,673 3 UK Cushman & Wakefield Debenham Tie Leung Limited Tom Robinson £880,931,000 (€994,086,587 4 ) £939,373,646 (€1,060,036,191 4 ) FI Jones Lang LaSalle Finland Oy Kimmo Kostiainen €1,016,577,500 €1,041,991,938 SE JLL Valuation AB Patrik Lofvenberg SEK 882,600,000 (€79,010,352 5 ) SEK 896,040,609 (€80,213,555 5 ) IE CBRE Unlimited Company Maureen Bayley €348,670,000 €383,387,911 ES Jones Lang LaSalle España SA Lourdes Pérez Carrasco & Felix Painchaud €4,980,000 €5,080,000 Adjustments for the value of assets held by partners of the partnership AK JV NL - €24,500,000 - €26,500,000 Total €5,633,399,418 €5,935,279,548 of which: Marketable investment properties €5,365,071,327 €5,648,426,433 Development projects €184,295,123 €197,427,169 Assets classified as held for sale €84,032,968 €89,425,946 1. The valuation expert values only a part of Aedifica’s portfolio and does not take responsibility for the valuation of the portfolio as a whole. The valuation expert therefore signs only for the accuracy of the figures of the assets he values. No further liability for any other valuation expert will be accepted. 2. In this context, the transfer costs require adaptation to the market conditions. Based on the analysis of a large number of transactions in Belgium, the Belgian experts acting at the request of publicly traded real estate companies, reunited in a working group, came to the following conclusion: given the various ways to transfer property in Belgium, the weighted average of the transfer costs was estimated at 2.5%, for investment properties with a value in excess of €2.5 million. The investment value corresponds therefore to the fair value plus 2.5% of transfer costs. The fair value is also calculated by dividing the investment value by 1.025. Properties in Belgium below the threshold of €2.5 million remain subject to usual transfer costs (10.0% or 12.5% depending on their location). Their fair value corresponds thus to the value excluding transfer costs. Assets located in Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain are not concerned by this footnote. In the assessment of their investment value, the usual local transfer costs and professional fees are taken into account. 3. Including 100% of the value of the assets held by the partners of the partnership AK JV NL . 4. Based on the exchange rate of 0.88617 £/€ as per 31/12/2022. 5. Based on the exchange rate of 11.17069 SEK/€ as per 31/12/2022. Besloten vennootschap Société à responsabilité limitée RPR Brussel - RPM Bruxelles - BTW-TVA BE0446.334.711-IBAN N° BE71 2100 9059 0069 handelend in naam van een vennootschap:/agissant au nom d'une société A member firm of Ernst & Young Global Limited EY Bedrijfsrevisoren EY Réviseurs d’Entreprises De Kleetlaan 2 B -1831 Diegem Tel: +32 (0)2 774 91 11 ey.com Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2022 In the context of the statutory audit of the Consolidated Financial Statements) of Aedifica SA (the “Company”) and its subsidiaries (together the “Group”) , we report to you as statutory auditor. This report includes our opinion on the consolidated Balance Sheet as at 31 December 2022, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated Statement of changes in equity and the consolidated cash flow statement for the year ended 31 December 2022 and the disclosures (all elements together the “Consolidated Financial Statements”) as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable . We have been appointed as statutory auditor by the shareholders’ meeting of 11 May 2021, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders’ meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2023. We performed the audit of the Consolidated Financial Statements of the Group during 11 consecutive years. Report on the audit of the Consolidated Financial Statements Unqualified opinion We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the consolidated Balance Sheet on 31 December 2022, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated Statement of changes in equity and the consolidated cash flow statement of the year and the disclosures, which show a consolidated balance sheet total of € 6.085.540 thousand and of which the consolidated income statement shows a profit for the year of € 331.731 thousand. In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2022, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) and with applicable legal and regulatory requirements in Belgium. Basis for the unqualified opinion We conducted our audit in accordance with International Standards on Auditing (“ISA’s”) applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board (“IAASB”) that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the Consolidated Financial Statements” section of our report. We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence. We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Besloten vennootschap Société à responsabilité limitée RPR Brussel - RPM Bruxelles - BTW-TVA BE0446.334.711-IBAN N° BE71 2100 9059 0069 handelend in naam van een vennootschap:/agissant au nom d'une société A member firm of Ernst & Young Global Limited EY Bedrijfsrevisoren EY Réviseurs d’Entreprises De Kleetlaan 2 B-1831 Diegem Tel: +32 (0)2 774 91 11 ey.com Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2022 In the context of the statutory audit of the Consolidated Financial Statements) of Aedifica SA (the “Company”) and its subsidiaries (together the “Group”), we report to you as statutory auditor. This report includes our opinion on the consolidated Balance Sheet as at 31 December 2022, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated Statement of changes in equity and the consolidated cash flow statement for the year ended 31 December 2022 and the disclosures (all elements together the “Consolidated Financial Statements”) as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable. We have been appointed as statutory auditor by the shareholders’ meeting of 11 May 2021, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders’ meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2023. We performed the audit of the Consolidated Financial Statements of the Group during 11 consecutive years. Report on the audit of the Consolidated Financial Statements Unqualified opinion We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the consolidated Balance Sheet on 31 December 2022, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated Statement of changes in equity and the consolidated cash flow statement of the year and the disclosures, which show a consolidated balance sheet total of € 6.085.540 thousand and of which the consolidated income statement shows a profit for the year of € 331.731 thousand. In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2022, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) and with applicable legal and regulatory requirements in Belgium. Basis for the unqualified opinion We conducted our audit in accordance with International Standards on Auditing (“ISA’s”) applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board (“IAASB”) that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the Consolidated Financial Statements” section of our report. We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence. We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. – 235 – Corporate governance Risk factors Financial statements Additional information Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 2 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters. Valuation Investment Properties Description of the key audit matter Investment property amounts to a significant part (93%) of the assets of the Group. In accordance with the accounting policies and IAS 40 standard “Investment property”, investment property is measured at fair value, and the changes in the fair value of investment property are recognized in the income statement. The fair value of investment properties belongs to the level 3 in the fair value hierarchy as defined within the IFRS 13 standard “Fair Value Measurement”. Some assumptions used for valuation purposes are based on data that can be observed only to a limited extent (discount rate, future occupancy rate, …) and therefore require judgement from management. The audit risk appears in the valuation of these investment properties and is therefore considered a Key Audit Matter. Summary of the procedures performed The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal valuation experts). More precisely, we have: • assessed the objectivity, the independence and the competence of the external experts, • tested the integrity of source data (contractual rentals, maturities of the rental contracts, …) used in their calculations and reconciled with underlying contracts, • assessed the models and assumptions used in their reports (discount rates, future occupancy rates, …). Finally, we have assessed the appropriateness of the information on the fair value of the investment properties disclosed in note 22 of the Consolidated Financial Statements. Valuation Financial Instruments Description of the key audit matter The Group uses interest rate swaps (IRS) and options (CAPs) to hedge its interest rate risk on its variable rate debts and has concluded forward exchange rate contracts during the financial year to hedge the risk of exchange rate fluctuations. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders’ equity. In accordance with IFRS 9 “Financial Instruments: Recognition and Measurement”, these derivatives are valued at fair value (considered to belong to the level 2 in the fair value hierarchy defined by IFRS 13 “Fair Value Measurement”). The changes in fair value are recognized in the income statements except for some IRS for which the Group applies hedge accounting (“cash-flow hedging”), which allows to classify most of the changes in fair value in the caption of the shareholders’ equity (“Reserve for the balance of changes in fair value of authorized hedging instruments qualifying for hedge accounting as defined under IFRS”). The audit risk appears on the one hand in the complexities involved in determining the fair value of these derivatives and on the other hand in the correct application of hedge accounting for the IRS contracts that were classified by the Group as cash flow hedges and are therefore a key audit matter. Summary of the procedures performed • We have compared the fair values of the derivatives with the values communicated by the counterparties and the credit risk adjustments calculated by an external specialist. We have assessed the most important assumptions and the calculations performed by this external specialist. 236 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 2 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters. Valuation Investment Properties Description of the key audit matter Investment property amounts to a significant part (93%) of the assets of the Group. In accordance with the accounting policies and IAS 40 standard “Investment property”, investment property is measured at fair value, and the changes in the fair value of investment property are recognized in the income statement. The fair value of investment properties belongs to the level 3 in the fair value hierarchy as defined within the IFRS 13 standard “Fair Value Measurement”. Some assumptions used for valuation purposes are based on data that can be observed only to a limited extent (discount rate, future occupancy rate, …) and therefore require judgement from management. The audit risk appears in the valuation of these investment properties and is therefore considered a Key Audit Matter. Summary of the procedures performed The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal valuation experts). More precisely, we have: • assessed the objectivity, the independence and the competence of the external experts, • tested the integrity of source data (contractual rentals, maturities of the rental contracts, …) used in their calculations and reconciled with underlying contracts, • assessed the models and assumptions used in their reports (discount rates, future occupancy rates, …). Finally, we have assessed the appropriateness of the information on the fair value of the investment properties disclosed in note 22 of the Consolidated Financial Statements. Valuation Financial Instruments Description of the key audit matter The Group uses interest rate swaps (IRS) and options (CAPs) to hedge its interest rate risk on its variable rate debts and has concluded forward exchange rate contracts during the financial year to hedge the risk of exchange rate fluctuations. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders’ equity. In accordance with IFRS 9 “Financial Instruments: Recognition and Measurement”, these derivatives are valued at fair value (considered to belong to the level 2 in the fair value hierarchy defined by IFRS 13 “Fair Value Measurement”). The changes in fair value are recognized in the income statements except for some IRS for which the Group applies hedge accounting (“cash-flow hedging”), which allows to classify most of the changes in fair value in the caption of the shareholders’ equity (“Reserve for the balance of changes in fair value of authorized hedging instruments qualifying for hedge accounting as defined under IFRS”). The audit risk appears on the one hand in the complexities involved in determining the fair value of these derivatives and on the other hand in the correct application of hedge accounting for the IRS contracts that were classified by the Group as cash flow hedges and are therefore a key audit matter. Summary of the procedures performed • We have compared the fair values of the derivatives with the values communicated by the counterparties and the credit risk adjustments calculated by an external specialist. We have assessed the most important assumptions and the calculations performed by this external specialist. Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 3 • Regarding the correct application of hedge accounting, we have evaluated the effectiveness tests performed by the external specialist involved by the Group and we have compared the volume of derivatives subject to hedge accounting with the volume of the variable rate debts projected on the future accounting years in order to identify any potential over-hedging which could potentially jeopardize the application of hedge accounting. • Finally, we have assessed the appropriateness of the information on the financial instruments disclosed in note 33 of the Consolidated Financial Statements. Impairment test on goodwill of Hoivatilat Description of the key audit matter In January 2020, Aedifica acquired its Finnish subsidiary Hoivatilat resulting in a goodwill in Aedifica NV's Consolidated Financial Statements amounting to EUR 161,7 million. In conformity with IAS 36 “Impairment of Assets”, the Group carries out impairment tests at least annually or more frequently if indicators of impairment are present. Management's assessment of potential impairments on this recorded goodwill is based on a comparison of the carrying value of the cash- generating units ("CGUs") to which goodwill has been allocated with the fair value less costs to sell of the CGUs. The assessment is an estimation process that requires estimates and judgments by management of the assumptions used, including the determination of Hoivatilat's future cash flows as well as the determination of the discount rate and indexation rate used, which are complex and subjective. Changes in these assumptions could lead to material changes in the estimated fair value less cost to sell, which has a potential impact on potential impairments to be recorded at the level of goodwill and are therefore considered as a Key Audit Matter. Aedifica recognized a goodwill impairment of €18,1 million in 2022. Summary of the procedures performed • We have obtained an understanding of the process for management's identification of impairment indicators; • We have assessed the valuation methods used by management to determine the fair value less cost to sell of Hoivatilat as well as the reasonableness of the key assumptions (discount rate, indexation rate and future cash flows) (with the help of our internal valuation specialists); • We have assessed the reasonableness of future cash flows included in the goodwill valuation test based on historical results and the available business plan • We have verified that those future cash flows are based on business plans approved by the Board of Directors; • We have tested the mathematical accuracy of valuation models; • We have assessed the accuracy of management's sensitivity analysis; • We have assessed the adequacy and completeness of the information included in note 20 of the Consolidated Financial Statements. Responsibilities of the Board of Directors for the preparation of the Consolidated Financial Statements The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. – 237 – Corporate governance Risk factors Financial statements Additional information Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 4 As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so. Our responsibilities for the audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISA’s will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements. In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group’s business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below. As part of an audit in accordance with ISA’s, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks: • identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; • obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; • evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors; • conclude on the appropriateness of the Board of Directors’ use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s or Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going- concern; • evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events. We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant 238 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 4 As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so. Our responsibilities for the audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISA’s will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements. In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group’s business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below. As part of an audit in accordance with ISA’s, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks: • identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; • obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; • evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors; • conclude on the appropriateness of the Board of Directors’ use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s or Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going- concern; • evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events. We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 5 audit findings, including any significant deficiencies in internal control that we identify during our audit. Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this. Report on other legal and regulatory requirements Responsibilities of the Board of Directors The Board of Directors is responsible for the preparation and the content of the Board of Directors’ report on the Consolidated Financial Statements, and other information included in the annual report. Responsibilities of the auditor In the context of our mandate and in accordance with the additional standard to the ISA’s applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors’ report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters. Aspects relating to Board of Directors’ report and other information included in the annual report In our opinion, after carrying out specific procedures on the Board of Directors’ report, the Board of Directors’ report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations. In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors’ report and other information included in the annual report, being: • Summary of the consolidated financial statements of 31 December 2022 p.86-89 • EPRA p.208-221 contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported. Independence matters Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate. The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements. European single electronic format (“ESEF”) In accordance with the standard on the audit of the conformity of the financial statements with the – 239 – Corporate governance Risk factors Financial statements Additional information Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 6 European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation"). The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal). It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation. Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of Aedifica SA per 31 December 2022 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal) are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation. Other communications. • This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014. Brussels, 3 April 2023 EY Bedrijfsrevisoren BV Statutory auditor Represented by Joeri Klaykens * Partner Acting on behalf of a BV/SRL 23JK0169 240 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Besloten Vennootschap Société à responsabilité limitée RPR Brussel - RPM Bruxelles – BTW–TVA BE 0446.334.711 – IBAN N° BE71 2100 9059 0069 * handelend in naam van een vennootschap/agissant au nom d’une société A member firm of Ernst & Young Global Limited EY Bedrijfsrevisoren EY Réviseurs d’Entreprises De Kleetlaan 2 B -1831 Diegem Tel: +32 (0)2 774 91 11 ey.com Statutory auditor’s report on the consolidated financial forecasts of Aedifica nv/sa As a statutory auditor of the company, we have, upon request by the Board of Directors, prepared the present report on the forecasts of the EPRA earnings (as defined in August 2011 and amended in October 2019 in the report “Best Practices Recommendations” of the European Public Real Estate Association) per share for the 12 months periods ending 31 December 2023 (the “Forecast”) of Aedifica nv/sa, included in Chapter 2 “Outlook for 2023” of the Caption “Financial report” of Aedifica’s Annual Financial Report as approved by the Board of Directors of the company on 15 February 2023. The assumptions included in Chapter 2 “Outlook for 2023” of the Caption “Financial report” of Aedifica’s Annual Financial Report result in the following forecasts of the EPRA earnings for the accounting year ending 2023: EPRA Earnings, per share, in EUR: 5,03 EUR Board of Director’s responsibility It is the Company’s board of directors’ responsibility to prepare the consolidated financial forecasts and the main assumptions upon which the Forecast is based. Auditor’s responsibility It is our responsibility to provide an opinion on the consolidated financial forecasts, prepared appropriately on the basis of the above assumptions. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying this Forecast. We performed our work in accordance with the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren), including the related guidance of its research institute and the standard “International Standard on Assurance Engagements 3400” related to the examination of forecast information. Our work included an evaluation of the procedures undertaken by the Board of Directors in compiling the forecasts and procedures aimed at verifying the consistency of the methods used for the Forecast with the accounting policies normally adopted by Aedifica nv/sa. We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated. Besloten Vennootschap Société à responsabilité limitée RPR Brussel - RPM Bruxelles – BTW–TVA BE 0446.334.711 – IBAN N° BE71 2100 9059 0069 * handelend in naam van een vennootschap/agissant au nom d’une société A member firm of Ernst & Young Global Limited EY Bedrijfsrevisoren EY Réviseurs d’Entreprises De Kleetlaan 2 B-1831 Diegem Tel: +32 (0)2 774 91 11 ey.com Statutory auditor’s report on the consolidated financial forecasts of Aedifica nv/sa As a statutory auditor of the company, we have, upon request by the Board of Directors, prepared the present report on the forecasts of the EPRA earnings (as defined in August 2011 and amended in October 2019 in the report “Best Practices Recommendations” of the European Public Real Estate Association) per share for the 12 months periods ending 31 December 2023 (the “Forecast”) of Aedifica nv/sa, included in Chapter 2 “Outlook for 2023” of the Caption “Financial report” of Aedifica’s Annual Financial Report as approved by the Board of Directors of the company on 15 February 2023. The assumptions included in Chapter 2 “Outlook for 2023” of the Caption “Financial report” of Aedifica’s Annual Financial Report result in the following forecasts of the EPRA earnings for the accounting year ending 2023: EPRA Earnings, per share, in EUR: 5,03 EUR Board of Director’s responsibility It is the Company’s board of directors’ responsibility to prepare the consolidated financial forecasts and the main assumptions upon which the Forecast is based. Auditor’s responsibility It is our responsibility to provide an opinion on the consolidated financial forecasts, prepared appropriately on the basis of the above assumptions. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying this Forecast. We performed our work in accordance with the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren), including the related guidance of its research institute and the standard “International Standard on Assurance Engagements 3400” related to the examination of forecast information. Our work included an evaluation of the procedures undertaken by the Board of Directors in compiling the forecasts and procedures aimed at verifying the consistency of the methods used for the Forecast with the accounting policies normally adopted by Aedifica nv/sa. We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated. Audit report dated 3 April 2023 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2022 (continued) 6 European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation"). The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal). It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation. Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of Aedifica SA per 31 December 2022 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal) are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation. Other communications. • This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014. Brussels, 3 April 2023 EY Bedrijfsrevisoren BV Statutory auditor Represented by Joeri Klaykens * Partner Acting on behalf of a BV/SRL 23JK0169 – 241 – Corporate governance Risk factors Financial statements Additional information Statutory auditor’s report of 3 April 2023 on the consolidated financial forecasts of Aedifica nv/sa 2 Opinion We have examined the EPRA earnings per share of Aedifica nv/sa for the 12 months periods ending 31 December 2023 in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information. Board of Director’s is responsible for the forecast including the assumptions referenced above. In our opinion the forecast is properly prepared on the basis of the assumptions and is presented in accordance with the accounting policies applied by Aedifica nv/sa for the consolidated financial statements of 2022. Since the Forecast and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the forecasts. Any differences may be material. Brussels, 3 April 2023 EY Réviseurs d’Entreprises SRL Statutory auditor represented by Joeri Klaykens Partner * Acting on behalf of a SRL 23JK0170 242 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 4. Standing documents 4.1 General information 4.1.1 Company name (Article 1 of the Articles of Association) The legal form of the Company is that of a public limited liability company with the name ‘AEDIFICA’. The Company is a public regulated real estate company (‘Public RREC’ or ‘RREC’), subject to the Belgian Act of 12 May 2014 on regulated real estate companies, as amended from time to time (the ‘RREC Act’), whose shares are admitted to trading on a regulated market. The company name and all of the documents which it produces, contain the words ‘public regulated real estate company under Belgian law’, or ‘public RREC under Belgian law’ or ‘PRREC under Belgian law’, or are immediately followed by these words. The Company is subject to the RREC Act and to the Royal Decree of 13 July 2014 regulating real estate companies, as amended from time to time (the ‘RREC Royal Decree’) (the ‘RREC Act’ and the ‘RREC Royal Decree’ are hereafter together referred to as the ‘RREC Legislation’). 4.1.2 Registered office, e-mail address and website (Article 2 of the Articles of Association) The registered office is located at 1040 Brussels, Rue Belliard / Belliardstraat 40 (box 11). The Board of Directors is authorised to transfer the registered office within Belgium to the extent that such transfer does not require a change in the language of the Articles of Association to comply with the applicable language legislation. Such a decision does not require an amendment of the Articles of Association, unless the registered office of the Company is transferred to another Region. In the latter case the Board of Directors is authorised to decide on the amendment of the Articles of Association. If, as a result of the transfer of the registered office, the language of the Articles of Association has to be changed, only the general meeting can take this decision, taking into account the requirements for an amendment of the Articles of Association. The Company may establish administrative offices, branches or agencies, both in Belgium and abroad by means of a simple resolution of the Board of Directors. The Company can, in application of and within the limits of Article 2:31 of the Code of companies and associations, be contacted at the following e-mail address: [email protected]. The Board of Directors may change the Company’s e-mail address in accordance with the Code of companies and associations. The Company’s website is: www.aedifica.eu. The information on the Company’s website is not incorporated by reference in, and does not form part of, this document as Universal Registration Document. 4.1.3 Constitution, legal form and publication Aedifica was set up as a limited liability company incorporated under Belgian law (Société Anonyme/Naamloze Vennootschap) by Degroof Bank SA and GVA Finance SCA, by deed enacted on 7 November 2005 by Notary Bertrand Nerincx, Notary in Brussels, published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) of 23 November 2005, under number 20051123/05168061. Aedifica was recognised as a Belgian REIT by the Commission Bancaire, Financière et des Assurances (CBFA), which became the FSMA, on 8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014. 4.1.4 Registry of Legal Entities and Legal Entity Identifier The Company is entered in the Brussels Registry of Legal Entities (R.L.E., or ‘R.P.M.’ in French / ‘R.P.R.’ in Dutch) under No. 0877.248.501 and has 529900DTKNXL0AXQFN28 as Legal Entity Identifier (LEI). Statutory auditor’s report of 3 April 2023 on the consolidated financial forecasts of Aedifica nv/sa 2 Opinion We have examined the EPRA earnings per share of Aedifica nv/sa for the 12 months periods ending 31 December 2023 in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information. Board of Director’s is responsible for the forecast including the assumptions referenced above. In our opinion the forecast is properly prepared on the basis of the assumptions and is presented in accordance with the accounting policies applied by Aedifica nv/sa for the consolidated financial statements of 2022. Since the Forecast and the assumptions on which they are based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the forecasts. Any differences may be material. Brussels, 3 April 2023 EY Réviseurs d’Entreprises SRL Statutory auditor represented by Joeri Klaykens Partner * Acting on behalf of a SRL 23JK0170 – 243 – Corporate governance Risk factors Financial statements Additional information 4.1.5 Duration (Article 5 of the Articles of Association) The Company is incorporated for an indefinite duration. 4.1.6 Purpose (Article 3 of the Articles of Association) The sole object of the Company is: - (a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation; and - (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act. The notion real estate is to be understood as ‘real estate’ within the meaning of the RREC Legislation; - (c) to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more: - (i) DBF-agreements, the so-called ‘Design, Build, Finance’ agreements; - (ii) DB(F)M-agreements, the so-called ‘Design, Build, (Finance) and Maintain’ agreements; - (iii) DBF(M)O-agreements, the so-called ‘Design, Build, Finance, (Maintain) and Operate’ agreements; and/or - (iv) public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which: - (i) it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end user, in order to fulfil a social need and/or to enable the provision of a public service; and - (ii) it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any potential building risk, without therefore necessarily having any rights in rem; and - (d) to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate, allow to operate or make available, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC legislation, where applicable in cooperation with third parties: - (i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and associated goods; - (ii) utilities for transport, distribution, storage or purification of water and associated goods; - (iii) installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or - (iv) waste and incineration plants and associated goods. In the context of making available immovable property, the Company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of immovable property. As an additional or temporary activity, the Company may invest in securities that are not real estate within the meaning of the RREC Legislation, insofar as these securities may be traded on a regulated market. These investments will be made in accordance with the risk management policy adopted by the Company and will be diversified so as to ensure an appropriate risk diversification. It may also hold non-allocated liquid assets in all currencies, in the form of a call or term deposit or in the form of any monetary instrument that can be traded easily. The Company may moreover carry out hedging transactions, insofar as the latter’s exclusive object is to cover interest rate and exchange rate risks within the context of the financing and administration of the activities of the Company as referred to in the RREC Act, to the exclusion of any speculative transactions. The Company may lease out or take a lease on (under finance leases) one or more immovable properties. Leasing out (under finance leases) immovable property with an option to purchase may only be carried out as an additional activity, unless the immovable properties are intended for purposes of public interest, including social housing and education (in this case, the activity may be carried out as main activity). The Company may carry out all transactions and studies relating to all real estate as described above, and may perform all acts relating to real estate, such as purchase, refurbishment, laying out, letting, furnished letting, subletting, management, exchange, sale, parcelling, placing under a system of co-ownership, and have dealings with all enterprises with a corporate object that is similar to or complements its own by way of merger or otherwise, insofar as these acts are permitted under the RREC Legislation and, generally, perform all acts that are directly or indirectly related to its object. 244 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 4.1.5 Duration (Article 5 of the Articles of Association) The Company is incorporated for an indefinite duration. 4.1.6 Purpose (Article 3 of the Articles of Association) The sole object of the Company is: - (a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation; and - (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act. The notion real estate is to be understood as ‘real estate’ within the meaning of the RREC Legislation; - (c) to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more: - (i) DBF-agreements, the so-called ‘Design, Build, Finance’ agreements; - (ii) DB(F)M-agreements, the so-called ‘Design, Build, (Finance) and Maintain’ agreements; - (iii) DBF(M)O-agreements, the so-called ‘Design, Build, Finance, (Maintain) and Operate’ agreements; and/or - (iv) public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which: - (i) it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end user, in order to fulfil a social need and/or to enable the provision of a public service; and - (ii) it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any potential building risk, without therefore necessarily having any rights in rem; and - (d) to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate, allow to operate or make available, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC legislation, where applicable in cooperation with third parties: - (i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and associated goods; - (ii) utilities for transport, distribution, storage or purification of water and associated goods; - (iii) installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or - (iv) waste and incineration plants and associated goods. In the context of making available immovable property, the Company can carry out all activities relating to the construction, conversion, renovation, development, acquisition, disposal, administration and exploitation of immovable property. As an additional or temporary activity, the Company may invest in securities that are not real estate within the meaning of the RREC Legislation, insofar as these securities may be traded on a regulated market. These investments will be made in accordance with the risk management policy adopted by the Company and will be diversified so as to ensure an appropriate risk diversification. It may also hold non-allocated liquid assets in all currencies, in the form of a call or term deposit or in the form of any monetary instrument that can be traded easily. The Company may moreover carry out hedging transactions, insofar as the latter’s exclusive object is to cover interest rate and exchange rate risks within the context of the financing and administration of the activities of the Company as referred to in the RREC Act, to the exclusion of any speculative transactions. The Company may lease out or take a lease on (under finance leases) one or more immovable properties. Leasing out (under finance leases) immovable property with an option to purchase may only be carried out as an additional activity, unless the immovable properties are intended for purposes of public interest, including social housing and education (in this case, the activity may be carried out as main activity). The Company may carry out all transactions and studies relating to all real estate as described above, and may perform all acts relating to real estate, such as purchase, refurbishment, laying out, letting, furnished letting, subletting, management, exchange, sale, parcelling, placing under a system of co-ownership, and have dealings with all enterprises with a corporate object that is similar to or complements its own by way of merger or otherwise, insofar as these acts are permitted under the RREC Legislation and, generally, perform all acts that are directly or indirectly related to its object. 4.1.7 Prohibitions (Article 4 of the Articles of Association) The Company may not: - act as a real estate promotor within the meaning of the RREC Legislation, with the exception of occasional transactions; - participate in a firm underwriting or guarantee syndicate; - lend stock, with the exception of loans which are carried out in accordance with the provisions and under the conditions of the royal decree of 7 March 2006; - acquire stock which is issued by a company or a private law association which has been declared bankrupt, has entered into an amicable settlement with its creditors, is the subject of a corporate reorganisation, has received a suspension of payment or which has been the subject of similar measures in another country; - provide contractual arrangements or provisions in the Articles of Association with respect to the perimeter companies that would affect its voting power pursuant to the applicable law in function of a participation of 25% plus one share. 4.1.8 Financial year (Article 28 of the Articles of Association) The financial year begins on the first of January of each year and ends on the thirty-first of December each year. The Board of Directors draws up an inventory and the annual accounts at the end of each financial year. The annual and semi-annual financial reports of the company, which contain its consolidated accounts and the statutory auditor's report, are made available to the shareholders, in accordance with the provisions that apply to issuers of financial instruments that are admitted to trading on a regulated market and the RREC Legislation. The annual and semi-annual financial reports of the Company and the annual accounts are published on the Company's website. The shareholders are entitled to obtain a free copy of the annual and semi-annual financial reports at the registered office. 4.1.9 General meetings (Article 19 and 20 of the Articles of Association) The ordinary general meeting will be held on the second Tuesday of May at 3 pm at the venue specified in the convocation. If this day is a public holiday, the meeting will be held at the same time on the next business day. Special or extraordinary general meetings are held at the venue specified in the convocation. The general meeting is convened by the Board of Directors. The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items to include or to be included on the agenda. Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations. 4.1.10 Accredited statutory auditor The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is EY Bedrijfsrevisoren BV, represented by Joeri Klaykens, Partner, with registered office located at De Kleetlaan 2, 1831 Diegem. The statutory auditor has an unlimited right of supervision over the operations of the Company. The accredited statutory auditor was appointed for a 3-year period by the Ordinary General Meeting on 11 May 2021, and receives an indexed audit fee of €55,000 excluding VAT per year for auditing the consolidated and statutory annual accounts (see Note 7 for more information regarding the remuneration of the statutory auditor). – 245 – Corporate governance Risk factors Financial statements Additional information 4.1.11 Valuation experts To avoid conflicts of interest, Aedifica’s real estate portfolio is assessed by eleven independent valuation experts, namely: - Cushman & Wakefield Belgium NV/SA, represented (within the meaning of Article 24 of the RREC Act) by Mr Emeric Inghels, with registered offices at avenue marnix 23 (5 th floor), 1000 Brussels; - Stadim BV/SRL, represented (within the meaning of Article 24 of the RREC Act) by Ms Céline Janssens and Mr Dennis Weyts, with registered offices at Mechelsesteenweg 180, 2018 Antwerp; - CBRE GmbH, represented (within the meaning of Article 24 of the RREC Act) by Mr Danilo Tietz and Ms Karina Melskens, with registered offices at Bockenheimer Landstrasse 24 (WestendDuo), 60323 Frankfurt; - Jones Lang LaSalle SE, represented (within the meaning of Article 24 of the RREC Act) by Mr Gregor Claasen, with registered offices at Bockenheimer Landstrasse 55, 60325 Frankfurt; - Cushman & Wakefield Netherlands BV, represented (within the meaning of Article 24 of the RREC Act) by Mr Jan Vriend and Mr Niek Drent, with registered offices at Gustav Mahlerlaan 362-364, 1082 ME Amsterdam; - CBRE Valuation & Advisory Services BV, represented (within the meaning of Article 24 of the RREC Act) by Mr Roderick Smorenburg and Mr Annette Postma, with registered offices at Anthony Fokkerweg 15, 1059 CM Amsterdam; - Cushman & Wakefield Debenham Tie Leung Ltd, represented (within the meaning of Article 24 of the RREC Act) by Mr Tom Robinson, with registered offices at 125 Old Broad Street, London EC2N 1AR; - Jones Lang LaSalle Finland Oy, represented (within the meaning of Article 24 of the RREC Act) by Mr Kimmo Kostiainen, with registered offices at Keskuskatu 5 B in 00100 Helsinki; - JLL Valuation AB, represented (within the meaning of Article 24 of the RREC Act) by Mr Patrik Lofvenberg, with registered offices at Birger Jarlsgatan 25, 111 45 Stockholm; - CBRE Unlimited Company, represented (within the meaning of Article 24 of the RREC Act) by Ms Maureen Bayley, with registered offices at 1 Burlington Road (3 rd floor Connaught House), Dublin 4; - Jones Lang LaSalle España SA, represented (within the meaning of Article 24 of the RREC Act) by Ms Lourdes Pérez Carrasco and Mr Felix Painchaud, with registered offices at Paseo de la Castellana, 79, 28046 Madrid. According to the RREC legislation, the valuation experts assess the entire portfolio every quarter and their assessment is recognised as the carrying amount (‘fair value’) of the buildings on the balance sheet. Since 1 January 2011, the expert fee excluding VAT is determined as a fixed amount per type of property appraised. Valuation methodology The valuations are established on the basis of several widely used methodologies: - Application of a capitalisation rate to the estimated rental value adapted for actual deviations as regards rental income and operating expenses on a going concern basis. - Computation of the present value of future cash flows based on assumptions regarding future income (DCF method) and the exit value. The discount factor takes into account the interest rate on financial market as well as a risk premium specific to real estate investments. The impact of expected changes in inflation and interest rates is hence embedded in a conservative way in this evaluation. - These assessments are also tested by reference to unit prices recorded when similar properties are sold, taking into account deviations arising from differences in the characteristics of the property. - Development projects (constructions, renovations, extensions) are valued by deducting the costs upon completion of the projects from the anticipated value determined by applying the abovementioned methodologies. Costs incurred in the preliminary phase of construction, renovation or extension projects are considered at their historical value. 4.1.12 Financial services Aedifica has established financial service conventions with the following banks: - ING Belgium NV/SA, located avenue Marnix 24 in 1000 Brussels (main paying agent); - ABN AMRO, located Gustav Mahlerlaan 10 (P.O. Box 283) in 1000 Amsterdam (share depository for the general meetings); - Bank Degroof NV/SA, located rue Guimard 18 in 1040 Brussels (liquidity agent); - KBC Bank NV/SA, located avenue du Port 2 in 1080 Brussels (liquidity agent). In 2022, the remuneration for financial services amounted to €163 k (€244 k for the 2021 financial year). 246 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 4.1.11 Valuation experts To avoid conflicts of interest, Aedifica’s real estate portfolio is assessed by eleven independent valuation experts, namely: - Cushman & Wakefield Belgium NV/SA, represented (within the meaning of Article 24 of the RREC Act) by Mr Emeric Inghels, with registered offices at avenue marnix 23 (5 th floor), 1000 Brussels; - Stadim BV/SRL, represented (within the meaning of Article 24 of the RREC Act) by Ms Céline Janssens and Mr Dennis Weyts, with registered offices at Mechelsesteenweg 180, 2018 Antwerp; - CBRE GmbH, represented (within the meaning of Article 24 of the RREC Act) by Mr Danilo Tietz and Ms Karina Melskens, with registered offices at Bockenheimer Landstrasse 24 (WestendDuo), 60323 Frankfurt; - Jones Lang LaSalle SE, represented (within the meaning of Article 24 of the RREC Act) by Mr Gregor Claasen, with registered offices at Bockenheimer Landstrasse 55, 60325 Frankfurt; - Cushman & Wakefield Netherlands BV, represented (within the meaning of Article 24 of the RREC Act) by Mr Jan Vriend and Mr Niek Drent, with registered offices at Gustav Mahlerlaan 362-364, 1082 ME Amsterdam; - CBRE Valuation & Advisory Services BV, represented (within the meaning of Article 24 of the RREC Act) by Mr Roderick Smorenburg and Mr Annette Postma, with registered offices at Anthony Fokkerweg 15, 1059 CM Amsterdam; - Cushman & Wakefield Debenham Tie Leung Ltd, represented (within the meaning of Article 24 of the RREC Act) by Mr Tom Robinson, with registered offices at 125 Old Broad Street, London EC2N 1AR; - Jones Lang LaSalle Finland Oy, represented (within the meaning of Article 24 of the RREC Act) by Mr Kimmo Kostiainen, with registered offices at Keskuskatu 5 B in 00100 Helsinki; - JLL Valuation AB, represented (within the meaning of Article 24 of the RREC Act) by Mr Patrik Lofvenberg, with registered offices at Birger Jarlsgatan 25, 111 45 Stockholm; - CBRE Unlimited Company, represented (within the meaning of Article 24 of the RREC Act) by Ms Maureen Bayley, with registered offices at 1 Burlington Road (3 rd floor Connaught House), Dublin 4; - Jones Lang LaSalle España SA, represented (within the meaning of Article 24 of the RREC Act) by Ms Lourdes Pérez Carrasco and Mr Felix Painchaud, with registered offices at Paseo de la Castellana, 79, 28046 Madrid. According to the RREC legislation, the valuation experts assess the entire portfolio every quarter and their assessment is recognised as the carrying amount (‘fair value’) of the buildings on the balance sheet. Since 1 January 2011, the expert fee excluding VAT is determined as a fixed amount per type of property appraised. Valuation methodology The valuations are established on the basis of several widely used methodologies: - Application of a capitalisation rate to the estimated rental value adapted for actual deviations as regards rental income and operating expenses on a going concern basis. - Computation of the present value of future cash flows based on assumptions regarding future income (DCF method) and the exit value. The discount factor takes into account the interest rate on financial market as well as a risk premium specific to real estate investments. The impact of expected changes in inflation and interest rates is hence embedded in a conservative way in this evaluation. - These assessments are also tested by reference to unit prices recorded when similar properties are sold, taking into account deviations arising from differences in the characteristics of the property. - Development projects (constructions, renovations, extensions) are valued by deducting the costs upon completion of the projects from the anticipated value determined by applying the abovementioned methodologies. Costs incurred in the preliminary phase of construction, renovation or extension projects are considered at their historical value. 4.1.12 Financial services Aedifica has established financial service conventions with the following banks: - ING Belgium NV/SA, located avenue Marnix 24 in 1000 Brussels (main paying agent); - ABN AMRO, located Gustav Mahlerlaan 10 (P.O. Box 283) in 1000 Amsterdam (share depository for the general meetings); - Bank Degroof NV/SA, located rue Guimard 18 in 1040 Brussels (liquidity agent); - KBC Bank NV/SA, located avenue du Port 2 in 1080 Brussels (liquidity agent). In 2022, the remuneration for financial services amounted to €163 k (€244 k for the 2021 financial year). 4.1.13 Places at which documents are available to the public The Company’s Articles of Association are available at the Commercial Court of Brussels and on the Company’s website (www.aedifica.eu). The statutory and consolidated accounts of the Group are registered at the National Bank of Belgium, in accordance with the related legal provisions. The decisions regarding the nomination and the dismissal of the members of the Board of Directors are published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad). The convening of general meetings is published in the annexes to the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) and in two financial newspapers.These meeting notices and all documents related to the general meetings are simultaneously available on the Company’s website (www.aedifica.eu). All press releases, annual and semi-annual reports, as well as all financial information published by the Aedifica Group are available on the Company’s website (www.aedifica.eu). The Auditor’s Report and the valuation experts’ report are available in the Annual Financial Reports provided on the Company’s website (www.aedifica.eu). During the period of validity of the registration document, the following documents are available in print at the Company’s headquarters, or electronically at www.aedifica.eu: - Aedifica’s Articles of Association; - all reports, letters and other documents, historical financial information, valuation and declarations established by an expert at the request of Aedifica, for which a part is included or referred in the registration document; - historical financial information of Aedifica and its subsidiaries for the two years preceding the publication of the registration document. 4.1.14 Investors’ profile Given the specific legal regime of RRECs, and in particular residential RRECs, the Aedifica shares can present an interesting investment for both private investors and institutional investors. 4.1.15 Information incorporated by reference The following information is incorporated into this 2022 Annual Report by way of reference, and is available at Aedifica’s head office and on the Company’s website. The table below always refers to the online English versions of the documents, as available on the Company's website. Information included by way of reference Document Operating Activities 2021 Annual Financial Report Aedifica in 2021 (p14-31) Our Strategy (p32-37) Business Review (p38) Financial Report – 1. Our Investments (p40-48) Financial Report – 2. COVID-19 Impact (p49) Property Report – 1. Our Portfolio as of 31 December 2021 (p60-66) Property Report – 2. Summary of investment properties (p67-85) 2019/2020 Annual Financial Report This is Aedifica (p7-17) Our Strategy (p18-28) Management Report (p29-30) Management Report – 1. Important Events (p31-40) Management Report – 2. COVID-19 Impact (p41) Property Report – 2. Portfolio Analysis as of 31 December 2020 (p82-85) Property Report – 3. Summary of Investment Properties as of 31 December 2020 (p86-104) Main Markets 2021 Annual Financial Report Property Report (p60-89) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 3 Operating Segments (p178-181) 2019/2020 Annual Financial Report Property Report (p77-107) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 3 Operating Segments (p197-201) – 247 – Corporate governance Risk factors Financial statements Additional information Information included by way of reference Document Investments and divestments 2021 Annual Financial Report Financial Report – 1.1 Investments, Completions and Disposals in 2021 (p40-45) Financial Report – 1.2 Important Events after 31 December 2021 (p46-48) Property Report – 1. Our Portfolio as of 31 December 2021 (p60-62) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions and disposals of investment properties (p211-212) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p213) 2019/2020 Annual Financial Report Management Report – 1.1 Investments, completions and disposals in 2019/2020 (p31-38) Management Report – 1.2 Investments, completions And disposals after December 2020 (p38-39) Property Report – 2. Portfolio analysis as of 31 december 2020 (p82-83) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions and disposals of investment properties (p231-232) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p233) Financial Condition and Operating Results 2021 Annual Financial Report Financial Report – 1. Our Investments (p40-48) Financial Report – 3. Management of Financial Resources (p 50-51) Financial Report – 4. Summary of the consolidated financial statements (p52-57) Property Report (p60-89) EPRA (p152-163) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 Alternative Performance Measures (APMs) (p220-223) Additional Information – 1. External Verification – 1.1 Valuation Experts’ Report (p234-235) Additional Information – 2. Standing Documents – 1.16 Significant change of the financial or trading situation (p248) Additional Information – 2. Standing Documents – 1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica’s operations (p248) 2019/2020 Annual Financial Report Management Report – 1. Important Events (p31-40) Management Report – 3. Management of financial resources (p42-44) Management Report – 4.Summary of the consolidated financial statements of 31 december 2020 (p45-52) EPRA (p61-75) Property Report (p77-107) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 Alternative Performance Measures (APMs) (p240-243) Standing Documents – 1.16 Significant change of the financial or trading situation (p261) Standing Documents – 1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica’s operations (p262) Historical Financial Information 2021 Annual Financial Report Financial Statements (p164-231) 2019/2020 Annual Financial Report Financial Statements (p182-257) Statement of the statutory auditor 2021 Annual Financial Report Additional Information – 1.2 Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2021 (p236-243) 2019/2020 Annual Financial Report Financial Statements – 1.7 Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2020 (p245-249) 248 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Information included by way of reference Document Investments and divestments 2021 Annual Financial Report Financial Report – 1.1 Investments, Completions and Disposals in 2021 (p40-45) Financial Report – 1.2 Important Events after 31 December 2021 (p46-48) Property Report – 1. Our Portfolio as of 31 December 2021 (p60-62) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions and disposals of investment properties (p211-212) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p213) 2019/2020 Annual Financial Report Management Report – 1.1 Investments, completions and disposals in 2019/2020 (p31-38) Management Report – 1.2 Investments, completions And disposals after December 2020 (p38-39) Property Report – 2. Portfolio analysis as of 31 december 2020 (p82-83) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 38 Acquisitions and disposals of investment properties (p231-232) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 39 Post-closing Events (p233) Financial Condition and Operating Results 2021 Annual Financial Report Financial Report – 1. Our Investments (p40-48) Financial Report – 3. Management of Financial Resources (p 50-51) Financial Report – 4. Summary of the consolidated financial statements (p52-57) Property Report (p60-89) EPRA (p152-163) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 Alternative Performance Measures (APMs) (p220-223) Additional Information – 1. External Verification – 1.1 Valuation Experts’ Report (p234-235) Additional Information – 2. Standing Documents – 1.16 Significant change of the financial or trading situation (p248) Additional Information – 2. Standing Documents – 1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica’s operations (p248) 2019/2020 Annual Financial Report Management Report – 1. Important Events (p31-40) Management Report – 3. Management of financial resources (p42-44) Management Report – 4.Summary of the consolidated financial statements of 31 december 2020 (p45-52) EPRA (p61-75) Property Report (p77-107) Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 44 Alternative Performance Measures (APMs) (p240-243) Standing Documents – 1.16 Significant change of the financial or trading situation (p261) Standing Documents – 1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica’s operations (p262) Historical Financial Information 2021 Annual Financial Report Financial Statements (p164-231) 2019/2020 Annual Financial Report Financial Statements (p182-257) Statement of the statutory auditor 2021 Annual Financial Report Additional Information – 1.2 Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2021 (p236-243) 2019/2020 Annual Financial Report Financial Statements – 1.7 Independent auditor’s report to the general meeting of Aedifica SA for the year ended 31 December 2020 (p245-249) Information included by way of reference Document Dividend Policy 2021 Annual Financial Report Financial Report – 5. Outlook for 2022 (p58-59) Aedifica on the Stockmarket – 2. Dividend (p139) 2019/2020 Annual Financial Report Management Report – 5. Outlook for 2021 (p53-54) Aedifica on the Stockmarket – 2. Dividend (p112) Related Party Transactions 2021 Annual Financial Report Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Related Party Transactions (p184) 2019/2020 Annual Financial Report Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Related Party Transactions (p204) Employees 2021 Annual Financial Report Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Employee Benefits Expense (p185) 2019/2020 Annual Financial Report Financial Statements – 1.6 Notes to the Consolidated Financial Statements – Note 7 Overheads – Employee Benefits Expense (p205) 4.1.16 Significant change of the financial or trading situation No significant change in the Group’s financial or trading situation has occurred since the end of last financial year for which audited financial statements or half-year statements have been published. 4.1.17 Actions necessary to change the rights of the shareholders The modification of shareholders’ rights can only be done within the framework of an extraordinary general meeting, in accordance with Articles 7:153 and 7:155 of the Belgian Companies and Associations Code. The document containing the information on the rights of the shareholders referred to in Articles 7:130 and 7:139 of the Belgian Companies and Associations Code can be downloaded from the Company’s website (www.aedifica.eu). 4.1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which have substantially influenced, directly or indirectly, Aedifica’s operations See the ‘Risk factors’ chapter in this Annual Report. 4.1.19 History and evolution of the Company – important events in the development of Aedifica’s activities In addition to paragraph 4.1.3 above, Aedifica’s history was marked by its IPO on 23 October 2006 (see the ‘Stock market performance’ chapter), and by numerous acquisitions of real estate assets that have occurred since its creation (detailed in the occasional press releases, periodic press releases and annual and half-year financial reports available on the Company’s website) and that led to a real estate portfolio of approx. €5.7 billion. 4.1.20 Rights to vote of the main shareholders Voting rights for Aedifica’s main shareholders are no different from those that arise from their share in the share capital. 4.1.21 Statutory limits regarding transfers of shares There are no statutory limits to transfers of Aedifica shares. – 249 – Corporate governance Risk factors Financial statements Additional information 4.2 Capital Date Description Amount of capital (€) Number of shares 1 7 November 2005 Initial capital paid up by Degroof Bank and GVA Finance 2,500,000.00 2,500 2,500,000.00 2,500 29 December 2005 Contribution in cash 4,750,000.00 4,750 Merger of "Jacobs Hotel Company SA" 100,000.00 278 Merger of "Oude Burg Company SA" 3,599,587.51 4,473 Transfer of reserves to capital 4,119,260.93 Capital decrease -4,891,134.08 10,177,714.36 12,001 23 March 2006 Merger of "Sablon-Résidence de l’Europe SA" 1,487,361.15 11,491 Merger of "Bertimo SA" 1,415,000.00 3,694 Merger of "Le Manoir SA" 1,630,000.00 3,474 Merger of "Olphi SA" 800,000.00 2,314 Merger of "Services et Promotion de la Vallée (SPV) SA" 65,000.00 1,028 Merger of "Emmane SA" 2,035,000.00 5,105 Merger of "Ixelinvest SA" 219.06 72 Merger of "Imfina SA" 1,860.95 8 Contribution in kind of the business of "Immobe SA" 908,000.00 908 Contribution in kind (Lombard 32) 2,500,000.00 2,500 Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) 10,915,000.00 10,915 31,935,155.52 53,510 24 May 2006 Contribution in kind (Louise 331-333 complex) 8,500,000.00 8,500 40,435,155.52 62,010 17 August 2006 Contribution in kind (Laeken 119 and 123-125) 1,285,000.00 1,285 Partial demerger of "Financière Wavrienne SA" 5,400,000.00 5,400 Mixed demerger of "Château Chenois SA" 123,743.15 14,377 Merger of "Medimmo SA" 1,000,000.00 2,301 Merger of "Cledixa SA" 74,417.64 199 Merger of "Société de Transport et du Commerce en Afrique SA" 62,000.00 1,247 Mixed merger of "Hôtel Central & Café Central SA" 175,825.75 6,294 48,556,142.06 93,113 26 September 2006 Split by 25 of the number of shares 48,556,142.06 2,327,825 Contribution in kind (Rue Haute and Klooster Hotel) 11,350,000.00 283,750 59,906,142.06 2,611,575 3 October 2006 Contribution in cash 23,962,454.18 1,044,630 83,868,596.24 3,656,205 27 March 2007 Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) 4,911,972.00 105,248 88,780,568.24 3,761,453 17 April 2007 Merger of "Legrand CPI SA" 337,092.73 57,879 Contribution in kind (Livourne 14, 20-24) 2,100,000.00 44,996 91,217,660.97 3,846,328 28 June 2007 Partial demerger of "Alcasena SA" 2,704,128.00 342,832 Contribution in kind (Plantin Moretus) 3,000,000.00 68,566 96,921,788.97 4,275,726 30 November 2007 Partial demerger of "Feninvest SA" 1,862,497.95 44,229 Partial demerger of "Résidence du Golf SA" 5,009,531.00 118,963 103,793,817.92 4,438,918 30 July 2008 Partial demerger of "Famifamenne SA" 2,215,000.00 50,387 Partial demerger of "Rouimmo SA" 1,185,000.00 26,956 107,193,817.92 4,516,261 30 June 2009 Contribution in kind (Gaerveld service flats) 2,200,000.00 62,786 109,393,817.92 4,579,047 30 December 2009 Contribution in kind (Freesias) 4,950,000.00 129,110 114,343,817.92 4,708,157 30 June 2010 Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" 11,239,125.00 273,831 Partial demerger of "Carlinvest SA" 2,200,000.00 51,350 127,782,942.92 5,033,338 15 October 2010 Contribution in cash 51,113,114.26 2,013,334 178,896,057.18 7,046,672 8 April 2011 Contribution in kind (Project Group Hermibouw) 1,827,014.06 43,651 180,723,071.24 7,090,323 29 June 2011 Merger of "IDM A SA" 24,383.89 592 180,747,455.13 7,090,915 5 October 2011 Contribution in kind of the shares of "SIRACAM SA" 3,382,709.00 86,293 184,130,164.13 7,177,208 12 July 2012 Mixed demerger of "S.I.F.I. LOUISE SA" 800,000.00 16,868 184,930,164.13 7,194,076 7 December 2012 Capital increase through contribution in cash 69,348,785.78 2,697,777 254,278,949.91 9,891,853 24 June 2013 Merger of limited liability company "Terinvest" 10,398.81 8,622 250 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 4.2 Capital Date Description Amount of capital (€) Number of shares 1 7 November 2005 Initial capital paid up by Degroof Bank and GVA Finance 2,500,000.00 2,500 2,500,000.00 2,500 29 December 2005 Contribution in cash 4,750,000.00 4,750 Merger of "Jacobs Hotel Company SA" 100,000.00 278 Merger of "Oude Burg Company SA" 3,599,587.51 4,473 Transfer of reserves to capital 4,119,260.93 Capital decrease -4,891,134.08 10,177,714.36 12,001 23 March 2006 Merger of "Sablon-Résidence de l’Europe SA" 1,487,361.15 11,491 Merger of "Bertimo SA" 1,415,000.00 3,694 Merger of "Le Manoir SA" 1,630,000.00 3,474 Merger of "Olphi SA" 800,000.00 2,314 Merger of "Services et Promotion de la Vallée (SPV) SA" 65,000.00 1,028 Merger of "Emmane SA" 2,035,000.00 5,105 Merger of "Ixelinvest SA" 219.06 72 Merger of "Imfina SA" 1,860.95 8 Contribution in kind of the business of "Immobe SA" 908,000.00 908 Contribution in kind (Lombard 32) 2,500,000.00 2,500 Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) 10,915,000.00 10,915 31,935,155.52 53,510 24 May 2006 Contribution in kind (Louise 331-333 complex) 8,500,000.00 8,500 40,435,155.52 62,010 17 August 2006 Contribution in kind (Laeken 119 and 123-125) 1,285,000.00 1,285 Partial demerger of "Financière Wavrienne SA" 5,400,000.00 5,400 Mixed demerger of "Château Chenois SA" 123,743.15 14,377 Merger of "Medimmo SA" 1,000,000.00 2,301 Merger of "Cledixa SA" 74,417.64 199 Merger of "Société de Transport et du Commerce en Afrique SA" 62,000.00 1,247 Mixed merger of "Hôtel Central & Café Central SA" 175,825.75 6,294 48,556,142.06 93,113 26 September 2006 Split by 25 of the number of shares 48,556,142.06 2,327,825 Contribution in kind (Rue Haute and Klooster Hotel) 11,350,000.00 283,750 59,906,142.06 2,611,575 3 October 2006 Contribution in cash 23,962,454.18 1,044,630 83,868,596.24 3,656,205 27 March 2007 Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) 4,911,972.00 105,248 88,780,568.24 3,761,453 17 April 2007 Merger of "Legrand CPI SA" 337,092.73 57,879 Contribution in kind (Livourne 14, 20-24) 2,100,000.00 44,996 91,217,660.97 3,846,328 28 June 2007 Partial demerger of "Alcasena SA" 2,704,128.00 342,832 Contribution in kind (Plantin Moretus) 3,000,000.00 68,566 96,921,788.97 4,275,726 30 November 2007 Partial demerger of "Feninvest SA" 1,862,497.95 44,229 Partial demerger of "Résidence du Golf SA" 5,009,531.00 118,963 103,793,817.92 4,438,918 30 July 2008 Partial demerger of "Famifamenne SA" 2,215,000.00 50,387 Partial demerger of "Rouimmo SA" 1,185,000.00 26,956 107,193,817.92 4,516,261 30 June 2009 Contribution in kind (Gaerveld service flats) 2,200,000.00 62,786 109,393,817.92 4,579,047 30 December 2009 Contribution in kind (Freesias) 4,950,000.00 129,110 114,343,817.92 4,708,157 30 June 2010 Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" 11,239,125.00 273,831 Partial demerger of "Carlinvest SA" 2,200,000.00 51,350 127,782,942.92 5,033,338 15 October 2010 Contribution in cash 51,113,114.26 2,013,334 178,896,057.18 7,046,672 8 April 2011 Contribution in kind (Project Group Hermibouw) 1,827,014.06 43,651 180,723,071.24 7,090,323 29 June 2011 Merger of "IDM A SA" 24,383.89 592 180,747,455.13 7,090,915 5 October 2011 Contribution in kind of the shares of "SIRACAM SA" 3,382,709.00 86,293 184,130,164.13 7,177,208 12 July 2012 Mixed demerger of "S.I.F.I. LOUISE SA" 800,000.00 16,868 184,930,164.13 7,194,076 7 December 2012 Capital increase through contribution in cash 69,348,785.78 2,697,777 254,278,949.91 9,891,853 24 June 2013 Merger of limited liability company "Terinvest" 10,398.81 8,622 Merger of limited partnership "Kasteelhof-Futuro" 3,182.80 3,215 254,292,531.52 9,903,690 12 June 2014 Contribution in kind (Binkom) 12,158,952.00 258,475 266,451,483.52 10,162,165 30 June 2014 Contribution in kind (plot of land in Tienen) 4,000,000.00 86,952 270,451,483.52 10,249,117 24 November 2014 Optional dividend 5,763,329.48 218,409 276,214,813.00 10,467,526 4 December 2014 Partial demerger of "La Réserve Invest SA" 12,061,512.94 457,087 288,276,325.94 10,924,613 29 June 2015 Capital increase through contribution in cash 82,364,664.56 3,121,318 370,640,990.50 14,045,931 2 October 2015 Contribution in kind (plot of land in Opwijk) 523,955.84 19,856 371,164,946.34 14,065,787 17 December 2015 Contribution in kind (Prinsenhof) 2,748,340.46 104,152 373,913,286.80 14,169,939 24 March 2016 Contribution in kind (plot of land in Aarschot Poortvelden) 582,985.31 22,093 374,496,272.11 14,192,032 2 December 2016 Optional dividend 3,237,042.22 122,672 377,733,314.33 14,314,704 8 December 2016 Contribution in kind (Jardins de la Mémoire) 1,740,327.12 65,952 379,473,641.45 14,380,656 28 March 2017 Capital increase through contribution in cash 94,868,410.37 3,595,164 474,342,051.82 17,975,820 7 June 2018 Contribution in kind (Smakt and Velp) 5,937,488.85 225,009 480,279,540.67 18,200,829 20 November 2018 Optional dividend 6,348,821.62 240,597 486,628,362.29 18,441,426 7 May 2019 Capital increase through contribution in cash 162,209,454.10 6,147,142 648,837,816.39 24,588,568 20 June 2019 Contribution in kind (surface rights of Bremdael) 332,222.20 12,590 649,170,038.59 24,601,158 28 April 2020 Capital increase through contribution in cash 64,916,982.75 2,460,115 714,087,021.34 27,061,273 10 July 2020 Contribution in kind (Kleine Veldekens) 11,494,413.08 435,596 725,581,434.42 27,496,869 27 October 2020 Capital increase through contribution in cash 145,116,265.78 5,499,373 870,697,700.20 32,996,242 17 December 2020 Contribution in kind (De Gouden Jaren) 2,383,608.51 90,330 873,081,308.71 33,086,572 15 June 2021 Capital increase through contribution in cash 73,885,794.65 2,800,000 2 946,967,103.36 35,886,572 29 June 2021 Contribution in kind (Domaine de la Rose Blanche) 4,868,335.01 184,492 3 951,835,438.37 36,071,064 8 September 2021 Contribution in kind (Portfolio of specialist residential care centers in Sweden) 6,256,358.84 237,093 4 958,091,797.21 36,308,157 17 May 2022 Contribution in kind (Résidence Véronique) 1,957,234.71 74,172 2 960,049,031.92 36,382,329 29 June 2022 Capital increase through contribution in cash 77,184,267.63 2,925,000 3 1,037,233,299.55 39,307,329 6 July 2022 Contribution in kind (Militza portfolio) 14,458,236.18 547,914 4 1,051,691,535.73 39,855,243 1 Shares without par value. 2 These shares are quoted on the stock market as from 17 May 2022 and give pro rata temporis dividend rights for the 2022 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares. 3 These shares are quoted on the stock market as from 29 June 2022 and give pro rata temporis dividend rights for the 2022 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares. 4 These shares are quoted on the stock market as from 6 July 2022 and give pro rata temporis dividend rights for the 2022 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares. – 251 – Corporate governance Risk factors Financial statements Additional information 4.3 Extracts from the Articles of Association 4.3.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of Association) The capital amounts to €1,051,691,535.73 (one billion fifty-one million six hundred ninety-one thousand five hundred thirty-five euro and seventy- three cents). It is represented by 39,855,243 (thirty-nine million eight hundred fifty-five thousand two hundred forty-three) shares without nominal value, which each represent 1/39,855,243 th of the capital. These shares are fully subscribed and paid up. 4.3.2 Acquisition, acceptance as pledge and alienation of own shares (Article 6.2 of the Articles of Association) The Company may under the conditions set out in the law, acquire, accept as pledge or alienate its own shares and certificates relating thereto. The board of directors is authorised, for a period of five years from the publication of the decision of the extraordinary general meeting of 8 June 2020 to approve this authorisation in the annexes to the Belgian Official Gazette, to acquire and accept as pledge shares of the Company and certificates relating thereto, at a unit price which may not be lower than 75% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, nor higher than 125% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, without the Company being authorised, by virtue of this authorisation, to hold or hold in pledge shares of the Company or certificates relating thereto representing more than 10% of the total number of shares. To the extent necessary, the Board of Directors is also explicitly authorised to alienate the Company's own shares and certificates relating thereto to its personnel. In addition, the Board of Directors is explicitly authorised to alienate the Company's own shares and certificates relating thereto to one or more specific persons other than members of the personnel of the Company or its subsidiaries. The authorisations under paragraph 2. and paragraph 3. apply to the Board of Directors of the Company, to the direct and indirect subsidiaries of the Company, and to any third party acting in its own name but on behalf of these companies. 4.3.3 Capital increase (Article 6.3 of the Articles of Association) Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation. (a) Cash contribution In case of a capital increase by means of a cash contribution pursuant to a resolution of the shareholders’ meeting or in the context of the authorised capital as provided for in Article 6.4 of the Articles of Association, and without prejudice to the application of the mandatory provisions of the applicable company law, the preferential subscription right of the shareholders may be restricted or cancelled to the extent that the existing shareholders are granted a priority allocation right when new securities are allocated. When applicable, this priority allocation right must comply with the following conditions as set out in the RREC Legislation: - 1) it must relate to all newly issued securities; - 2) it must be granted to shareholders pro rata to the portion of the capital that is represented by their shares at the time of the transaction; - 3) a maximum price for each share must be announced no later than the eve of the opening of the public subscription period; - 4) the public subscription period must last for at least three trading days. Without prejudice to the application of the mandatory provisions of the applicable company law, the priority allocation right, in any case, does not have to be granted, in case of contribution in cash subject to the following conditions: - 1) the capital increase is executed within the limits of the authorised capital; - 2) the cumulative amount of the capital increases, executed in accordance with this paragraph, over a period of 12 months, do not exceed 10% of the capital amount at the moment of the decision to increase the capital. Without prejudice to the mandatory provisions of the applicable company law, the priority allocation right does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential subscription right, in addition to a contribution in kind in the framework of the distribution of an optional dividend, provided that this is actually made payable to all shareholders. (b) Contribution in kind Without prejudice to the provisions of the Code of companies and associations, the following conditions must be complied with, in accordance with the RREC Legislation, in case of a contribution in kind: - 1) the identity of the contributor must be mentioned in the report regarding the contribution in kind, as well as, if applicable, in the convocation of the general meeting that is convened for the capital increase; - 2) the issue price may not be less than the lowest amount of (a) a net value per share that dates from no more than four months before the date of the contribution agreement, or, at the Company's discretion, before the date of the deed effecting the capital increase and (b) the average closing price during the thirty-day period prior to that same day. It is permitted to deduct an amount from the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, 252 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 4.3 Extracts from the Articles of Association 4.3.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of Association) The capital amounts to €1,051,691,535.73 (one billion fifty-one million six hundred ninety-one thousand five hundred thirty-five euro and seventy- three cents). It is represented by 39,855,243 (thirty-nine million eight hundred fifty-five thousand two hundred forty-three) shares without nominal value, which each represent 1/39,855,243 th of the capital. These shares are fully subscribed and paid up. 4.3.2 Acquisition, acceptance as pledge and alienation of own shares (Article 6.2 of the Articles of Association) The Company may under the conditions set out in the law, acquire, accept as pledge or alienate its own shares and certificates relating thereto. The board of directors is authorised, for a period of five years from the publication of the decision of the extraordinary general meeting of 8 June 2020 to approve this authorisation in the annexes to the Belgian Official Gazette, to acquire and accept as pledge shares of the Company and certificates relating thereto, at a unit price which may not be lower than 75% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, nor higher than 125% of the average price of the share during the last thirty days of its listing prior to the date of the transaction, without the Company being authorised, by virtue of this authorisation, to hold or hold in pledge shares of the Company or certificates relating thereto representing more than 10% of the total number of shares. To the extent necessary, the Board of Directors is also explicitly authorised to alienate the Company's own shares and certificates relating thereto to its personnel. In addition, the Board of Directors is explicitly authorised to alienate the Company's own shares and certificates relating thereto to one or more specific persons other than members of the personnel of the Company or its subsidiaries. The authorisations under paragraph 2. and paragraph 3. apply to the Board of Directors of the Company, to the direct and indirect subsidiaries of the Company, and to any third party acting in its own name but on behalf of these companies. 4.3.3 Capital increase (Article 6.3 of the Articles of Association) Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation. (a) Cash contribution In case of a capital increase by means of a cash contribution pursuant to a resolution of the shareholders’ meeting or in the context of the authorised capital as provided for in Article 6.4 of the Articles of Association, and without prejudice to the application of the mandatory provisions of the applicable company law, the preferential subscription right of the shareholders may be restricted or cancelled to the extent that the existing shareholders are granted a priority allocation right when new securities are allocated. When applicable, this priority allocation right must comply with the following conditions as set out in the RREC Legislation: - 1) it must relate to all newly issued securities; - 2) it must be granted to shareholders pro rata to the portion of the capital that is represented by their shares at the time of the transaction; - 3) a maximum price for each share must be announced no later than the eve of the opening of the public subscription period; - 4) the public subscription period must last for at least three trading days. Without prejudice to the application of the mandatory provisions of the applicable company law, the priority allocation right, in any case, does not have to be granted, in case of contribution in cash subject to the following conditions: - 1) the capital increase is executed within the limits of the authorised capital; - 2) the cumulative amount of the capital increases, executed in accordance with this paragraph, over a period of 12 months, do not exceed 10% of the capital amount at the moment of the decision to increase the capital. Without prejudice to the mandatory provisions of the applicable company law, the priority allocation right does not have to be granted in case of a cash contribution with restriction or cancellation of the preferential subscription right, in addition to a contribution in kind in the framework of the distribution of an optional dividend, provided that this is actually made payable to all shareholders. (b) Contribution in kind Without prejudice to the provisions of the Code of companies and associations, the following conditions must be complied with, in accordance with the RREC Legislation, in case of a contribution in kind: - 1) the identity of the contributor must be mentioned in the report regarding the contribution in kind, as well as, if applicable, in the convocation of the general meeting that is convened for the capital increase; - 2) the issue price may not be less than the lowest amount of (a) a net value per share that dates from no more than four months before the date of the contribution agreement, or, at the Company's discretion, before the date of the deed effecting the capital increase and (b) the average closing price during the thirty-day period prior to that same day. It is permitted to deduct an amount from the amount referred to in item 2(b) that corresponds to the portion of the undistributed gross dividend to which the new shares would potentially not confer any right, provided that the Board of Directors specifically accounts for the amount of the accumulated dividend to be deducted in its special report and the financial conditions of the transaction are explained in its annual financial report. - 3) unless no later than the working day after the execution of the contribution agreement the issue price or, in the case referred to in Article 6.5 of the Articles of Association, the exchange ratio, as well as the relevant terms and conditions are determined and publicly disclosed, including the term within which the capital increase will actually be implemented, the deed effecting the capital increase must be executed within a maximum term of four months; and - 4) the report referred to above under item 1) must also explain the impact of the proposed contribution on the position of the existing shareholders, in particular as regards their share in the profit, in the net value per share and in the capital, as well as the impact in terms of voting rights. In accordance with the RREC Legislation, these additional conditions will not apply to the contribution of the right to a dividend for the purpose of distributing an optional dividend, insofar as this will actually be made payable to all shareholders. 4.3.4 Authorised capital (Article 6.4 of the Articles of Association) The Board of Directors is authorised to increase the capital in one or more instalments, on the dates and in accordance with the terms and conditions as will be determined by the Board of Directors, by a maximum amount of: - 1 ) 50% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription right or the priority allocation right by the shareholders of the Company, - 2 ) 20% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for capital increases in the framework of the distribution of an optional dividend, - 3 ) 10% of the amount of the capital on the date of the extraordinary general meeting of 28 July 2022, as the case may be, rounded down to the euro cent for a. capital increases by contribution in kind, b. capital increases by contribution in cash without the possibility for the shareholders of the Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase, provided that the capital within the context of the authorised capital can never be increased by an amount higher than the capital on the date of the extraordinary general meeting that has approved the authorisation (in other words, the sum of the capital increases in application of the proposed authorisations cannot exceed the amount of the capital on the date of the Extraordinary General Meeting that has approved the authorisation). This authorisation is granted for a renewable period of two years, calculated from the publication of the minutes of the Extraordinary General Meeting of 28 July 2022, in the annexes to the Belgian Official Gazette. For each capital increase, the Board of Directors will determine the price, the issue premium (if any) and the terms and conditions of issue of the new securities. The capital increases that are thus decided on by the Board of Directors may be subscribed to in cash, in kind, or by means of a mixed contribution, or by incorporation of reserves, including profits carried forward and issue premiums as well as all equity components under the Company’s statutory IFRS financial statements (drawn up in accordance with the regulations applicable to the regulated real estate companies) which are subject to conversion into capital, with or without the creation of new securities. These capital increases can also be realised through the issue of convertible bonds, subscription rights or bonds repayable in shares or other securities which may give rise to the creation of the same securities. Any issue premiums will be shown in one or more separate accounts under equity in the liabilities on the balance sheet. The Board of Directors is free to decide to place any issue premiums, possibly after deduction of an amount at most equal to the costs of the capital increase in the meaning of the applicable IFRS-rules, on an unavailable account, which will provide a guarantee for third parties in the same manner as the capital and which can only be reduced or abolished by means of a resolution of the general meeting deciding in accordance with the quorum and majority requirements for an amendment of the Articles of Association, except in the case of the conversion into capital. If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be deducted from the remaining available amount of the authorised capital. The Board of Directors is authorised to restrict or cancel the preferential subscription right of shareholders, even in favour of one or more specific persons other than employees of the Company or of one of its subsidiaries, provided that, to the extent required by the RREC Legislation, a priority allocation right is granted to the existing shareholders when the new securities are allocated. Where applicable, this priority allocation right must comply with the conditions that are laid down in the RREC Legislation and Article 6.3(a) of the Articles of Association. In any event, it does not have to be granted in those cases of contribution in cash described in Article 6.3(a) paragraph 2 and paragraph 3 of the Articles of Association. Capital increases by means of contributions in kind are carried out in accordance with the conditions of the RREC Legislation and the conditions provided for in Article 6.3(b) of the Articles of Association. These contributions may also be based on the dividend right in the context of the distribution of an optional dividend. The Board of Directors is authorised to record the ensuing amendments to the Articles of Association in an officially certified deed. – 253 – Corporate governance Risk factors Financial statements Additional information 4.3.5 Mergers, de-mergers and equivalent transactions (Article 6.5 of the Articles of Association) Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) of the Articles of Association regarding a contribution in kind apply mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in the RREC Legislation. 4.3.6 Capital reduction (Article 6.6 of the Articles of Association) The Company may reduce its capital subject to compliance with the relevant statutory provisions. 4.3.7 Nature of the shares (Article 7 of the Articles of Association) The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any time request in writing the conversion of registered shares into dematerialised shares or vice versa. Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement institution. A register of registered shares, if applicable in electronic form, is held at the Company's registered office. 4.3.8 Other securities (Article 8 of the Articles of Association) The Company may issue all securities that are not prohibited by or under the law, with the exception of profit sharing certificates and similar securities, in accordance with the RREC Legislation. 4.3.9 Notification and disclosure of major shareholdings (Article 9 of the Articles of Association) The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with the RREC Legislation. According to article 18 of the law of 2 may 2007 on disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions and the thresholds provided for by law apply. Without prejudice to the exceptions provided by law, no one may participate in voting at the general meeting of the Company with more voting rights than those associated with the securities that he has given notice at least twenty (20) days prior to the date of the general meeting. The voting rights attached to the unreported securities are suspended. 4.3.10 Convening of general meetings (Article 19 of the Articles of Association) The general meeting is convened by the Board of Directors. The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items to include or to be included on the agenda. Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations. 4.3.11 Participation in the General Meeting (Article 20 of the Articles of Association) The right to participate in and vote at a general meeting is only granted on the basis of the accounting registration of the shares in the shareholder’s name by midnight (Belgian time) on the fourteenth day prior to the general meeting (hereinafter: the ‘registration date’), either by their entry in the company's share register, their entry in the accounts of a recognised account holder or settlement institution, regardless of the number of shares that the shareholder holds on the day of the general meeting. Owners of registered shares who wish to participate in the meeting must communicate their intention to the Company, or the person designated by the Company for this purpose, by means of the Company’s e-mail address or in the manner specified in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth day prior to the date of the meeting. Owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by a financial intermediary or a recognised account holder which indicates the number of dematerialised shares, registered in their accounts in the name of the shareholder on the registration date and for which the shareholder has indicated that he wishes to participate in the general meeting. They communicate the certificate to the Company or to the person designated by the Company for this purpose, as well as their wish to participate in the general meeting, via the e-mail address of the Company or in the manner specifically mentioned in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth day prior to the date of the general meeting. 254 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 4.3.5 Mergers, de-mergers and equivalent transactions (Article 6.5 of the Articles of Association) Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) of the Articles of Association regarding a contribution in kind apply mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in the RREC Legislation. 4.3.6 Capital reduction (Article 6.6 of the Articles of Association) The Company may reduce its capital subject to compliance with the relevant statutory provisions. 4.3.7 Nature of the shares (Article 7 of the Articles of Association) The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any time request in writing the conversion of registered shares into dematerialised shares or vice versa. Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement institution. A register of registered shares, if applicable in electronic form, is held at the Company's registered office. 4.3.8 Other securities (Article 8 of the Articles of Association) The Company may issue all securities that are not prohibited by or under the law, with the exception of profit sharing certificates and similar securities, in accordance with the RREC Legislation. 4.3.9 Notification and disclosure of major shareholdings (Article 9 of the Articles of Association) The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with the RREC Legislation. According to article 18 of the law of 2 may 2007 on disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions and the thresholds provided for by law apply. Without prejudice to the exceptions provided by law, no one may participate in voting at the general meeting of the Company with more voting rights than those associated with the securities that he has given notice at least twenty (20) days prior to the date of the general meeting. The voting rights attached to the unreported securities are suspended. 4.3.10 Convening of general meetings (Article 19 of the Articles of Association) The general meeting is convened by the Board of Directors. The threshold from which one or more shareholders may require a convocation of a general meeting in order to submit one or more proposals, is set at 10% of the capital, in accordance with the Code of companies and associations. One or more shareholders who jointly hold at least 3% of the capital may, under the conditions laid down in the Code of companies and associations, also ask to add items to the agenda of general meetings and submit proposals for resolutions relating to items to include or to be included on the agenda. Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations. 4.3.11 Participation in the General Meeting (Article 20 of the Articles of Association) The right to participate in and vote at a general meeting is only granted on the basis of the accounting registration of the shares in the shareholder’s name by midnight (Belgian time) on the fourteenth day prior to the general meeting (hereinafter: the ‘registration date’), either by their entry in the company's share register, their entry in the accounts of a recognised account holder or settlement institution, regardless of the number of shares that the shareholder holds on the day of the general meeting. Owners of registered shares who wish to participate in the meeting must communicate their intention to the Company, or the person designated by the Company for this purpose, by means of the Company’s e-mail address or in the manner specified in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth day prior to the date of the meeting. Owners of dematerialised shares who wish to participate in the meeting must submit a certificate issued by a financial intermediary or a recognised account holder which indicates the number of dematerialised shares, registered in their accounts in the name of the shareholder on the registration date and for which the shareholder has indicated that he wishes to participate in the general meeting. They communicate the certificate to the Company or to the person designated by the Company for this purpose, as well as their wish to participate in the general meeting, via the e-mail address of the Company or in the manner specifically mentioned in the convocation, or, as the case may be, by sending a power of attorney, no later than the sixth day prior to the date of the general meeting. In cases where the convocation expressly so provides, the shareholders have the right to participate in a general meeting remotely by means of an electronic means of communication made available by the Company. This electronic means of communication must enable the shareholder to directly, simultaneously and continuously take note of the discussions during the meeting and to exercise the voting right on all matters on which the meeting is required to take a decision. If the convocation expressly so provides, this electronic means of communication will also enable the shareholder to participate in the deliberations and to exercise his or her right to ask questions. If the right to remotely participate in a general meeting is granted, either the convocation or a document consultable by the shareholder to which the convocation refers (such as the company's website) will also determine the manner(s) in which the company will verify and guarantee the capacity of shareholder and the identity of the person who wishes to participate in the meeting, as well as the manner(s) in which it will determine that a shareholder participates in the general meeting and will be considered present. In order to guarantee the security of the electronic means of communication, the convocation (or the document to which the convocation refers) may also set additional conditions. 4.3.12 Voting by proxy (Article 21 of the Articles of Association) Each owner of securities entitling him to participate in the meeting may be represented at the general meeting by a proxy holder who may or may not be a shareholder. The shareholder may only appoint one person as proxy holder for any specific general meeting, except for the derogations provided for in the Code of companies and associations. The Board of Directors draws up a proxy form. The proxy must be signed by the shareholder and must be communicated to the Company no later than the sixth day prior to the date of the meeting, by means of the Company’s e-mail address or via the e-mail address or in the manner specified in the convocation. If several persons hold rights in rem on the same share, the Company may suspend the exercise of the voting right attached to this share until a single person has been appointed to exercise the voting right. If a security has been given in usufruct, all rights attached to it, including the right to vote, the right to participate in capital increases and the right to request the conversion of shares (into registered/dematerialised shares), are exercised by the usufructuary(s) and the bare owner(s) jointly, unless otherwise stipulated in a will, deed of gift or other agreement. In the latter case, the bare owner(s) and/or the usufructuary(s) must inform the Company in writing of this arrangement. 4.3.13 Remote voting before the general meeting (Article 22 of the Articles of Association) To the extent that the Board of Directors has given permission to do so in the convocation letter, the shareholders are authorised to vote remotely prior to the general meeting by letter, via the Company’s website or in the manner specified in the convocation, by means of a form made available by the Company. The form must state the date and place of the meeting, the name or denomination of the shareholder and his/her place of residence or registered office, the number of votes with which the shareholder wishes to vote at the general meeting, the nature of the shares he owns, the items on the agenda of the meeting (including proposals for resolutions), a space allowing to vote in favour of or against any decision or to abstain, as well as the term within which the voting form must reach the Company. The form must explicitly state that it must be signed and it must reach the Company no later than the sixth day prior to the date of the meeting. The Board of Directors shall determine, where appropriate, the terms and conditions under which the capacity and identity of the shareholder shall be verified. 4.3.14 Bureau (Article 23 of the Articles of Association) All general meetings are chaired by the Chairman of the Board of Directors or, in his absence, by the director designated by the Directors present. The Chairman designates the Secretary. The meeting elects two vote tellers. The other Directors present complete the bureau. 4.3.15 Number of votes (Article 24 of the Articles of Association) Each share confers the right to one vote, subject to the suspension of the right to vote provided for by law. 4.3.16 Deliberation (Article 25 of the Articles of Association) No meeting can validly deliberate on items that do not appear on the agenda. The general meeting can validly deliberate and vote, regardless of the share of the capital that is present or represented, except in those cases for which the Code of companies and associations requires an attendance quorum. The general meeting can only validly deliberate on amendments to the Articles of Association if at least half of the capital is present or represented. If this condition is not met, a new meeting must be convened. The second meeting will validly deliberate and decide regardless of the share of the capital that is represented by the shareholders who are present or represented. – 255 – Corporate governance Risk factors Financial statements Additional information Unless a statutory provision requires otherwise, all resolutions of the general meeting will be adopted by a simple majority of votes. Any amendment of the Articles of Association may only be approved with by at least three quarters of the votes cast or, in the case of an amendment of the object or aims of the Company, by four fifths of the votes cast, with abstentions neither in the numerator nor in the denominator being taken into account. Voting takes place by a show of hands or roll call, unless the general meeting decides otherwise by means of a simple majority of the votes cast. Any draft of the amendment of the Articles of Association must be submitted in advance to the Financial Services and Markets Authority.An attendance list containing the names of the shareholders and the number of shares is signed by each or on behalf of them. 4.3.17 Minutes (Article 26 of the Articles of Association) The minutes of the general meeting are signed by the members of the bureau and by the shareholders who request it. Copies of the minutes of the general meeting intended for third parties are signed by one or more Directors. 4.3.18 General meeting of bondholders (Article 27 of the Articles of Association) The provisions of this article apply only to bonds in so far as the conditions of issue of the bonds do not deviate therefrom. The Board of Directors and the statutory auditor(s) of the Company may convene the bond holders at the general meeting of the bond holders. They must also convene the general meeting at the request of bondholders representing one-fifth of the amount of the bonds in circulation. The convocation contains the agenda and is drawn up in accordance with the provisions of the Code of companies and associations. In order to be admitted to the general meeting of bondholders, bondholders must comply with the formalities laid down in the Code of companies and associations, as well as any formalities laid down in the conditions of issue of the bonds or in the convocations. 4.3.19 Distribution (Article 29 of the Articles of Association) Within the limits set out by the Code of companies and associations and the RECC legislation, the company distributes a dividend to its shareholders, the minimum amount of which is determined in accordance with the RREC Legislation. 4.3.20 Interim dividends (Article 30 of the Articles of Association) The Board of Directors may adopt a resolution, under its responsibility, to distribute interim dividends, in such cases and within such periods as permitted by the Code of companies and associations. 4.3.21 Dissolution - Liquidation ARTICLE 31 – LOSS OF CAPITAL When as a result of losses sustained, the net assets have fallen below one-half or below one-quarter of the capital, the management body must convene a general meeting within two months of the date on which the losses are identified or should have been identified according to legal or statutory provisions to decide on the dissolution of the Company or on recovery measures included in the agenda to safeguard the continuity of the Company. ARTICLE 32 – APPOINTMENT OF LIQUIDATORS The Company may at any time be dissolved by a resolution of the general meeting, which deliberates in the manner required by law, or it may be dissolved in the cases provided for by law. In case of dissolution with liquidation, one or more liquidators are appointed by the general meeting. ARTICLE 33 – DISTRIBUTION UPON LIQUIDATION Upon liquidation, the distribution to the shareholders will only take place after the meeting to close the liquidation. The Company’s net assets, after settlement of all debts or consignment of the sums required for this purpose, are first used to refund the paid- up capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding. 256 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Unless a statutory provision requires otherwise, all resolutions of the general meeting will be adopted by a simple majority of votes. Any amendment of the Articles of Association may only be approved with by at least three quarters of the votes cast or, in the case of an amendment of the object or aims of the Company, by four fifths of the votes cast, with abstentions neither in the numerator nor in the denominator being taken into account. Voting takes place by a show of hands or roll call, unless the general meeting decides otherwise by means of a simple majority of the votes cast. Any draft of the amendment of the Articles of Association must be submitted in advance to the Financial Services and Markets Authority.An attendance list containing the names of the shareholders and the number of shares is signed by each or on behalf of them. 4.3.17 Minutes (Article 26 of the Articles of Association) The minutes of the general meeting are signed by the members of the bureau and by the shareholders who request it. Copies of the minutes of the general meeting intended for third parties are signed by one or more Directors. 4.3.18 General meeting of bondholders (Article 27 of the Articles of Association) The provisions of this article apply only to bonds in so far as the conditions of issue of the bonds do not deviate therefrom. The Board of Directors and the statutory auditor(s) of the Company may convene the bond holders at the general meeting of the bond holders. They must also convene the general meeting at the request of bondholders representing one-fifth of the amount of the bonds in circulation. The convocation contains the agenda and is drawn up in accordance with the provisions of the Code of companies and associations. In order to be admitted to the general meeting of bondholders, bondholders must comply with the formalities laid down in the Code of companies and associations, as well as any formalities laid down in the conditions of issue of the bonds or in the convocations. 4.3.19 Distribution (Article 29 of the Articles of Association) Within the limits set out by the Code of companies and associations and the RECC legislation, the company distributes a dividend to its shareholders, the minimum amount of which is determined in accordance with the RREC Legislation. 4.3.20 Interim dividends (Article 30 of the Articles of Association) The Board of Directors may adopt a resolution, under its responsibility, to distribute interim dividends, in such cases and within such periods as permitted by the Code of companies and associations. 4.3.21 Dissolution - Liquidation ARTICLE 31 – LOSS OF CAPITAL When as a result of losses sustained, the net assets have fallen below one-half or below one-quarter of the capital, the management body must convene a general meeting within two months of the date on which the losses are identified or should have been identified according to legal or statutory provisions to decide on the dissolution of the Company or on recovery measures included in the agenda to safeguard the continuity of the Company. ARTICLE 32 – APPOINTMENT OF LIQUIDATORS The Company may at any time be dissolved by a resolution of the general meeting, which deliberates in the manner required by law, or it may be dissolved in the cases provided for by law. In case of dissolution with liquidation, one or more liquidators are appointed by the general meeting. ARTICLE 33 – DISTRIBUTION UPON LIQUIDATION Upon liquidation, the distribution to the shareholders will only take place after the meeting to close the liquidation. The Company’s net assets, after settlement of all debts or consignment of the sums required for this purpose, are first used to refund the paid- up capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding. 4.3.22 Statutory provisions on the members of administrative, management and supervisory bodies The provisions on the members of administrative, management and supervisory bodies contained in the Articles of Association are presented below. For further information, please refer to the Corporate Governance charter (available at www.aedifica.eu) and the ‘Corporate Governance Statement’, included in this Annual Financial Report. ARTICLE 10 – COMPOSITION OF THE BOARD OF DIRECTORS The Board of Directors consists of at least five members who are appointed for a maximum term of three years by the general meeting of shareholders. The general meeting may terminate the term of any member of the Board of Directors with immediate effect and without giving reasons. The Directors are eligible for re-election. The Board of Directors shall have at least three independent members in accordance with applicable legal provisions. Unless the appointment decisions of the general meeting provide otherwise, the Directors’ term shall run from the general meeting at which they are appointed until the ordinary general meeting in the financial year in which the term of their mandate expires according to the appointment decision, even if this would exceed the maximum term of three years provided in the Articles of Association. The general meeting may not, at the time of the revocation of the mandate, set a date as the end date of the mandate other than the date on which the decision was taken, nor grant severance pay. If one or more mandates become vacant, the remaining Directors, convening as a board, may provide for temporary replacement(s) until the next general meeting. The next general meeting has to confirm or not the mandate of the co-opted member of the Board of Directors. The Directors shall be natural persons only. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority. The possible remuneration of the Directors may not be determined on the basis of the activities and transactions carried out by the Company or its perimeter companies. The Board of Directors may appoint one or more observers to attend all or part of its meetings, according to the modalities to be determined by the Board of Directors. ARTICLE 11 – CHAIRMANSHIP – DELIBERATIONS OF THE BOARD OF DIRECTORS The Board of Directors meets after convocation at the place indicated in this convocation or, as the case may be, by video conference, telephone or internet conference, as often as the interests of the Company so require. The Board of Directors must also be convened when two members make a request to that effect. The Board of Directors chooses a Chairman from among its members. Meetings shall be chaired by the Chairman or, in his/her absence, by the longest serving member, and in the event of equal seniority, by the member with the highest age. The Board of Directors can only validly deliberate and pass resolutions if the majority of its members are present or represented. Convocations are sent out by electronic mail or, in the absence of an e-mail address communicated to the Company, by ordinary letter or by any other means of communication, in accordance with the applicable legal provisions. Any Director who is unable to attend or absent may, by letter, e-mail or any other means of communication, delegate another director to represent him/her at a particular meeting of the Board of Directors and to vote in his/her place. However, a member of the Board of Directors may not represent more than one of his/her colleagues. Resolutions of the Board of Directors are adopted by a majority of votes. The resolutions of the Board of Directors are recorded in the minutes and the minutes are kept in a special register for that purpose at the Company’s registered office and signed by the Chairman of Board of Directors and by the Directors who request it. The proxies are attached to the minutes. Copies of these minutes intended for third parties shall be signed by one or more Directors. The resolutions of the Board of Directors may be adopted by means of unanimous written consent of the Directors. ARTICLE 12 – POWERS OF THE BOARD OF DIRECTORS The Board of Directors has the most extensive powers to carry out all acts that are necessary or useful for the realisation of the object of the Company, with the exception of the acts for which, according to the law or the Articles of Association, the general meeting is competent. The Board of Directors may delegate the daily management of the Company and the representation of the Company with regard to such management to one or more persons who do not necessarily have to be directors and, as the case may be, each act alone, jointly or as a collegiate body. The Board of Directors may delegate to each proxyholder all special powers, within the limits set by the applicable legal provisions. The Board may, in accordance with the RREC Legislation, determine the remuneration of those to whom special powers have been delegated. ARTICLE 13 – INTERNAL RULES The Board of Directors may issue internal rules. – 257 – Corporate governance Risk factors Financial statements Additional information ARTICLE 14 – EFFECTIVE MANAGEMENT The effective management of the Company is entrusted to at least two natural persons. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority. ARTICLE 15 – ADVISORY COMMITTEES The Board of Directors may establish an audit committee, a nomination and remuneration committee, and determines the composition, their duties and powers, taking into account the applicable regulations. In addition, the Board of Directors may, under its responsibility, establish one or more advising committees, of which it determines the composition and the duties. ARTICLE 16 – REPRESENTATION OF THE COMPANY – SIGNATURE OF INSTRUMENTS The Company is validly represented in all its acts, including those to which a public or ministry official cooperates, as well as in legal proceedings, as plaintiff, as defendant or otherwise, by two directors acting jointly or within the limits of the daily management, either by the person to whom the daily management is entrusted, acting alone within the limits of this daily management, either by two of the persons to whom the daily management is entrusted, acting jointly within the limits of this daily management. The Company is also validly represented by special representatives of the Company within the limits of the power of attorney. ARTICLE 17 – AUDIT The audit of the company is entrusted to one or more statutory auditors who are accredited by the Financial Services and Markets Authority. They perform the duties that are assigned to them under the Code for companies and associations and the RREC Legislation. 4.3.23 General provisions ARTICLE 34 – ELECTION OF DOMICILE For the implementation of the Articles of Association, each shareholder, holder of subscription rights and bondholder who is domiciled abroad, and each director, each delegate to the daily management, each statutory auditor and liquidator must elect domicile in Belgium. If no election is made, he/she will be deemed to have chosen his/her domicile at the registered office of the Company, where all communications, demands, summonses and notifications can be validly served. The holders of registered shares, subscription rights or bonds must notify the Company of any change of residence or e-mail address. Failing to do so, all communications, convocations or official notifications shall be validly served at the last known place of residence or e-mail address. ARTICLE 35 – JURISDICTION OF COURTS For all disputes among the Company, its shareholders, holders of subscription rights, bondholders, directors, delegates to the daily management, statutory auditors and liquidators relating to the Company’s affairs and the implementation of these Articles of Association, exclusive jurisdiction is granted to the courts of the Company’s registered office unless expressly waived by the Company. ARTICLE 36 – ORDINARY LAW The Company is moreover governed by the Code of companies and associations, the RREC Legislation, as well as all other regulatory provisions that apply to it. Provisions that are inconsistent with the mandatory legal provisions will be regarded as null and void. The invalidity of one article, or part of an article, of these Articles of Association will not affect the validity of any of the other (parts of) articles. 258 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review ARTICLE 14 – EFFECTIVE MANAGEMENT The effective management of the Company is entrusted to at least two natural persons. They must possess the professional reliability and the appropriate competence which is required for the performance of their duties and they should not fall within the scope of the prohibitions laid down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority. ARTICLE 15 – ADVISORY COMMITTEES The Board of Directors may establish an audit committee, a nomination and remuneration committee, and determines the composition, their duties and powers, taking into account the applicable regulations. In addition, the Board of Directors may, under its responsibility, establish one or more advising committees, of which it determines the composition and the duties. ARTICLE 16 – REPRESENTATION OF THE COMPANY – SIGNATURE OF INSTRUMENTS The Company is validly represented in all its acts, including those to which a public or ministry official cooperates, as well as in legal proceedings, as plaintiff, as defendant or otherwise, by two directors acting jointly or within the limits of the daily management, either by the person to whom the daily management is entrusted, acting alone within the limits of this daily management, either by two of the persons to whom the daily management is entrusted, acting jointly within the limits of this daily management. The Company is also validly represented by special representatives of the Company within the limits of the power of attorney. ARTICLE 17 – AUDIT The audit of the company is entrusted to one or more statutory auditors who are accredited by the Financial Services and Markets Authority. They perform the duties that are assigned to them under the Code for companies and associations and the RREC Legislation. 4.3.23 General provisions ARTICLE 34 – ELECTION OF DOMICILE For the implementation of the Articles of Association, each shareholder, holder of subscription rights and bondholder who is domiciled abroad, and each director, each delegate to the daily management, each statutory auditor and liquidator must elect domicile in Belgium. If no election is made, he/she will be deemed to have chosen his/her domicile at the registered office of the Company, where all communications, demands, summonses and notifications can be validly served. The holders of registered shares, subscription rights or bonds must notify the Company of any change of residence or e-mail address. Failing to do so, all communications, convocations or official notifications shall be validly served at the last known place of residence or e-mail address. ARTICLE 35 – JURISDICTION OF COURTS For all disputes among the Company, its shareholders, holders of subscription rights, bondholders, directors, delegates to the daily management, statutory auditors and liquidators relating to the Company’s affairs and the implementation of these Articles of Association, exclusive jurisdiction is granted to the courts of the Company’s registered office unless expressly waived by the Company. ARTICLE 36 – ORDINARY LAW The Company is moreover governed by the Code of companies and associations, the RREC Legislation, as well as all other regulatory provisions that apply to it. Provisions that are inconsistent with the mandatory legal provisions will be regarded as null and void. The invalidity of one article, or part of an article, of these Articles of Association will not affect the validity of any of the other (parts of) articles. 4.4 RREC 4.4.1 General definition Aedifica is a limited liability Company (‘NV/SA’) having opted for a public Regulated Real Estate Company (RREC) status. A Regulated Real Estate Company (RREC) is: - set up in the form of a limited liability Company (‘NV/SA’) or limited partnership by shares (‘CommVA/ SCA’); - set up on the basis of the RREC legislation (Belgian Law of 12 May 2014 and Belgian Royal Decree of 13 July 2014); - quoted on the stock exchange, where at least 30% of shares are traded on the market; - a Company of which the sole purpose is: (a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation; and (b) within the limits set out in the RREC Legislation, to possess real estate as specified in the RREC Act. The notion real estate is to be understood as ‘real estate’ within the meaning of the RREC Legislation; (c) to conclude with a public client or to accede to, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more: - (i) DBF-agreements, the so-called ‘Design, Build, Finance’ agreements; - (ii) DB(F)M-agreements, the so-called ‘Design, Build, (Finance) and Maintain’ agreements; - (iii) DBF(M)O-agreements, the so-called ‘Design, Build, Finance, (Maintain) and Operate’ agreements; and/or - (iv) public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which: - (i) it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end user, in order to fulfil a social need and/or to enable the provision of a public service; and - (ii) it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any potential building risk, without therefore necessarily having any rights in rem; and (d) to develop, cause to develop, establish, cause to establish, manage, allow to manage, operate, allow to operate or make available, in the long term directly or through a company in which it holds a participation in accordance with the provisions of the RREC legislation, where applicable in cooperation with third parties: - (i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and associated goods; - (ii) utilities for transport, distribution, storage or purification of water and associated goods; - (iii) installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or - (iv) waste and incineration plants and associated goods. RRECs are regulated by the Financial Services and Markets Authority (FSMA) and have to follow extremely strict rules governing conflicts of interest. Until 17 October 2014, ‘REIT’ or ‘Belgian REIT’ referred to the status legally known in Belgium as ‘sicafi’ (French) or ‘vastgoedbevak’ (Dutch). As from 17 October 2014, ‘REIT’, ‘Belgian REIT’ or ‘RREC’ refers to ‘société immobilière réglementée’ (SIR, in French) or ‘gereglementeerde vastgoedvennootschap’ (GVV, in Dutch), also translated as ‘regulated real estate Company’ (RREC). 4.4.2 Particular regulations Real estate property A public RREC may invest a maximum of 20% of its consolidated assets in real estate properties which form a single real estate complex. The FSMA can give an exemption under certain circumstances. Accounting European legislation specifies that RRECs, along with all listed companies, must prepare their consolidated annual accounts in accordance with the IAS/IFRS international standards. This also applies to the statutory accounts (under IFRS). Given that investment properties constitute their main assets, RRECs must pay particular attention to appraising the fair value of their properties (i.e., applying IAS 40). Valuation Real estate properties are assessed at their fair value on a quarterly basis by independent valuation experts and recorded in the balance sheet at this value. Depreciation is not recognised on investment properties. – 259 – Corporate governance Risk factors Financial statements Additional information Profit or loss As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts: - 80% minimum of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not exempt from mandatory distribution; and - and the net decrease in the debt of the public RREC during the financial year. Debt The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of public RRECs, may not exceed 65% (other than by the change in the fair value of assets) of total consolidated or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50%, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65%. Financing A RREC may not provide financing, except to its subsidiaries. Fiscal status A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80% of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not exempt from mandatory distribution, is distributed in the form of dividends. Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed by the Company, owe an exit tax on their unrealised capital gains and exempted reserves. When real estate is acquired through a merger in which the Company acquires a normally taxed real estate company, an exit tax is owed on the deferred capital gains and tax-exempt reserves of the real estate company (taxable merger). For transactions as from 1 January 2020, the exit tax rate amounts to 15%. The additional crisis contribution is eliminated as from the 2021 tax year. For corporate restructurings, the tax year is equal to the calendar year in which the transaction takes place. Tax year Exit tax 2018 12.875% (12.5% + 3% of additional crisis contribution) 2019 12.75% (12.5% + 2% of additional crisis contribution) 2020 15.3% (15% + 2% of additional crisis contribution) As from 2021 15% (without additional crisis contribution) The withholding tax on dividends distributed by Aedifica amounts to 15%. Pursuant to Articles 89, 90 and 91 of the Act of 18 December 2016 and amended by Article 20 of the Act of 27 December 2021, RRECs benefit from a reduced withholding tax rate of 15% (instead of 30%), provided that at least 80% of the Company’s real estate portfolio is (directly or indirectly) invested in real estate properties which are situated in a member state of the European Economic Area and which are exclusively or primarily destined for care and housing units suited for healthcare. Aedifica's shareholders benefit from this reduced rate as more than 80% of the Company's portfolio is exclusively or primarily invested in care and housing units suited for healthcare. Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2021 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime, Aedifica estimates that its shareholders will be able to continue to benefit from the reduced withholding tax of 15% until the 2025 financial year (inclusive). Belgian RRECs (SIR/GVV) are investment instruments which can be compared to the Dutch FBI (Fiscale BeleggingsInstellingen), the French SIIC (Société d’Investissement Cotée en Immobilier) and the REIT (Real Estate Investment Trust) which exist in a number of countries, including the United States. 260 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Profit or loss As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts: - 80% minimum of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not exempt from mandatory distribution; and - and the net decrease in the debt of the public RREC during the financial year. Debt The debt-to-assets ratio of the public RREC and its subsidiaries, and the statutory debt-to-assets ratio of public RRECs, may not exceed 65% (other than by the change in the fair value of assets) of total consolidated or statutory assets, after deduction of authorised hedging instruments. When exceeding the threshold of 50%, a financial plan with an implementation schedule must be elaborated, describing the measures taken to prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65%. Financing A RREC may not provide financing, except to its subsidiaries. Fiscal status A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80% of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not exempt from mandatory distribution, is distributed in the form of dividends. Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed by the Company, owe an exit tax on their unrealised capital gains and exempted reserves. When real estate is acquired through a merger in which the Company acquires a normally taxed real estate company, an exit tax is owed on the deferred capital gains and tax-exempt reserves of the real estate company (taxable merger). For transactions as from 1 January 2020, the exit tax rate amounts to 15%. The additional crisis contribution is eliminated as from the 2021 tax year. For corporate restructurings, the tax year is equal to the calendar year in which the transaction takes place. Tax year Exit tax 2018 12.875% (12.5% + 3% of additional crisis contribution) 2019 12.75% (12.5% + 2% of additional crisis contribution) 2020 15.3% (15% + 2% of additional crisis contribution) As from 2021 15% (without additional crisis contribution) The withholding tax on dividends distributed by Aedifica amounts to 15%. Pursuant to Articles 89, 90 and 91 of the Act of 18 December 2016 and amended by Article 20 of the Act of 27 December 2021, RRECs benefit from a reduced withholding tax rate of 15% (instead of 30%), provided that at least 80% of the Company’s real estate portfolio is (directly or indirectly) invested in real estate properties which are situated in a member state of the European Economic Area and which are exclusively or primarily destined for care and housing units suited for healthcare. Aedifica's shareholders benefit from this reduced rate as more than 80% of the Company's portfolio is exclusively or primarily invested in care and housing units suited for healthcare. Following Brexit, a transition regime has been provided for UK assets acquired prior to 1 January 2021 so that they can be included in the calculation of the 80% threshold until the end of the 2025 financial year. Therefore, if legislation does not change in the meantime, Aedifica estimates that its shareholders will be able to continue to benefit from the reduced withholding tax of 15% until the 2025 financial year (inclusive). Belgian RRECs (SIR/GVV) are investment instruments which can be compared to the Dutch FBI (Fiscale BeleggingsInstellingen), the French SIIC (Société d’Investissement Cotée en Immobilier) and the REIT (Real Estate Investment Trust) which exist in a number of countries, including the United States. 5. EPRA sBPR content table Aedifica reports according to the European Public Real Estate Association (EPRA) Sustainability Best Practices Recommendations for Sustainability Reporting (sBPR guidelines) to allow for comparisons with other players in the real estate sector. The following table provides an overview of the indicators reported on and where in this report they can be found. The social indicators in the table below are included in the present 2022 Annual Financial Report (AFR). The environmental indicators are included in the table below for the sake of completeness only and will be disclosed in the Environmental Data Report (EDR) to be published in June 2023. Since 2020, Aedifica has been granted an EPRA sBPR Gold Award for its sustainability reporting year after year. Sustainability – social indicators Page number Diversity-Emp Employee gender diversity AFR22 p70 Diversity-Pay Gender pay ratio AFR22 p70 Emp-Training Employee training and development AFR22 p70 Emp-Dev Employee performance analysis AFR22 p70 Emp-Turnover Employee turnover AFR22 p70 Emp-New hires Employee new hires AFR22 p70 H&S-Emp Employee health and safety AFR22 p72 H&S-Asset Asset health and safety assessments not applicable H&S-Comp Asset health and safety compliance not applicable Comty-Eng Community engagement, impact assessments and development programmes AFR22 p64 Gov-Board Composition of the highest governance body AFR22 p98 & following Corporate Governance Charter p7 Gov-Selec Process for nominating and selecting the highest governance body AFR22 p98 & following Corporate Governance Charter p8 Gov-Col Process for managing conflicts of interest AFR22 p118 & following Corporate Governance Charter p18 Sustainability – environmental indicators Page number Elec-Abs Total electricity consumption EDR (June 2023) Elec-LfL Like-for-like total electricity consumption EDR (June 2023) DH&C-Abs Total district heating & cooling consumption EDR (June 2023) DH&C-LfL Like-for-like total district heating & cooling consumption EDR (June 2023) Fuels-Abs Total fuel consumption EDR (June 2023) Fuels-LfL Like-for-like total fuel consumption EDR (June 2023) Energy-Int Building energy intensity EDR (June 2023) GHG-Dir-Abs Total direct greenhouse gas (GHG) emissions EDR (June 2023) GHG-Indir-Abs Total indirect greenhouse gas (GHG) emissions EDR (June 2023) GHG-Dir-LfL Like-for-like total direct greenhouse gas (GHG) emissions EDR (June 2023) GHG-Indir-LfL Like-for-like total indirect greenhouse gas (GHG) emissions EDR (June 2023) GHG-Int Greenhouse gas (GHG) intensity from building energy consumption EDR (June 2023) Water-Abs Total water consumption EDR (June 2023) Water-LfL Like-for-like total water consumption EDR (June 2023) Water-Int Building water intensity EDR (June 2023) Waste-Abs Total weight of waste by disposal route EDR (June 2023) Waste-LfL Like-for-like total weight of waste by disposal route EDR (June 2023) Cert-Tot Type and number of sustainably certified assets EDR (June 2023) – 261 – Corporate governance Risk factors Financial statements Additional information 6. GRI content index Aedifica reports according to the Global Reporting Initiative (GRI) standards. The environmental indicators are included in the table below for the sake of completeness only and will be disclosed in the Environmental Data Report (EDR) to be published in June 2023. 6.1 Universal standards GRI 102: General disclosures Page number Comment 1. Organisational profile 102-1 Name of the organisation Aedifica 102-2 Activities, brands, products and services 26-29 102-3 Location of headquarters Rue Belliard 40 (box 11), B- 1040 Brussels 102-4 Location of operations 18 102-5 Ownership and legal form Public Limited Liability Company – Public Regulated Real Estate Company under Belgian Law 102-6 Markets served 48-49 102-7 Scale of the organisation 18-19, 66-67 102-8 Information on employees and other workers 66-72 102-9 Supply chain 57-59 102-10 Significant changes to the organisation and its supply chain 18-21, 47-49 102-11 Precautionary principle or approach 129-139 102-12 External activities 32-33, 60-65 102-13 Membership of associations 65 2. Strategy 102-14 Statement from senior decision-maker 16-17 102-15 Key impacts, risks and opportunities 30, 130-139 3. Ethics and integrity 102-16 Values, principles, standards and norms of behavior 74 102-17 Mechanisms for advice and concerns about ethics 74 4. Governance 102-18 Governance structure 98 102-21 Consulting stakeholders on economic, environmental and social topics 103 102-22 Composition of the highest governance body and its committees 103-105 EPRA: Gov-Board 102-23 Chair of the highest governance body 104 102-24 Nominating and selecting the highest governance body 98 & following EPRA: Gov-Select; Corporate Governance Charter p8 102-25 Conflicts of interest 118-120 EPRA: Gov-Col 102-26 Role of highest governance body in setting purpose, values and strategy 99 102-28 Evaluating the highest governance body’s performance 109 102-29 Identifying and managing economic, environmental and social impacts 99-100, 106 102-32 Highest governance body’s role in sustainability reporting 99, 106 102-33 Communicating critical concerns 74 102-35 Remuneration policies 110 102-36 Process for determining remuneration 110 & following 5. Stakeholder engagement 102-40 List of stakeholder groups 57-58 102-41 Collective bargaining agreements 70 Staff: Joint Committee 200 102-42 Identifying and selecting stakeholders 57 102-43 Approach to stakeholder engagement 59 & following 102-44 Key topics and concerns raised 30, 59 & following 262 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review 6. GRI content index Aedifica reports according to the Global Reporting Initiative (GRI) standards. The environmental indicators are included in the table below for the sake of completeness only and will be disclosed in the Environmental Data Report (EDR) to be published in June 2023. 6.1 Universal standards GRI 102: General disclosures Page number Comment 1. Organisational profile 102-1 Name of the organisation Aedifica 102-2 Activities, brands, products and services 26-29 102-3 Location of headquarters Rue Belliard 40 (box 11), B- 1040 Brussels 102-4 Location of operations 18 102-5 Ownership and legal form Public Limited Liability Company – Public Regulated Real Estate Company under Belgian Law 102-6 Markets served 48-49 102-7 Scale of the organisation 18-19, 66-67 102-8 Information on employees and other workers 66-72 102-9 Supply chain 57-59 102-10 Significant changes to the organisation and its supply chain 18-21, 47-49 102-11 Precautionary principle or approach 129-139 102-12 External activities 32-33, 60-65 102-13 Membership of associations 65 2. Strategy 102-14 Statement from senior decision-maker 16-17 102-15 Key impacts, risks and opportunities 30, 130-139 3. Ethics and integrity 102-16 Values, principles, standards and norms of behavior 74 102-17 Mechanisms for advice and concerns about ethics 74 4. Governance 102-18 Governance structure 98 102-21 Consulting stakeholders on economic, environmental and social topics 103 102-22 Composition of the highest governance body and its committees 103-105 EPRA: Gov-Board 102-23 Chair of the highest governance body 104 102-24 Nominating and selecting the highest governance body 98 & following EPRA: Gov-Select; Corporate Governance Charter p8 102-25 Conflicts of interest 118-120 EPRA: Gov-Col 102-26 Role of highest governance body in setting purpose, values and strategy 99 102-28 Evaluating the highest governance body’s performance 109 102-29 Identifying and managing economic, environmental and social impacts 99-100, 106 102-32 Highest governance body’s role in sustainability reporting 99, 106 102-33 Communicating critical concerns 74 102-35 Remuneration policies 110 102-36 Process for determining remuneration 110 & following 5. Stakeholder engagement 102-40 List of stakeholder groups 57-58 102-41 Collective bargaining agreements 70 Staff: Joint Committee 200 102-42 Identifying and selecting stakeholders 57 102-43 Approach to stakeholder engagement 59 & following 102-44 Key topics and concerns raised 30, 59 & following GRI 102: General disclosures Page number Comment 6. Reporting practice 102-45 Entities included in the consolidated financial statements 124-127 102-46 Defining report content and topic boundaries EDR (June 2023) 102-47 List of material topics 30 102-48 Restatements of information EDR (June 2023) 102-49 Changes in reporting 30 102-50 Reporting period 01/01/2022 – 31/12/2022 102-51 Date of most recent report April 2023 102-52 Reporting cycle Annually 102-53 Contact point for questions regarding the report [email protected] 102-54 Claims of reporting in accordance with the GRI standards This report has been prepared in accordance with the GRI standards: core option. 102-55 GRI Content Index 262-264 102-56 External Assurance 233-242 6.2 Topic-specific standards GRI 201: Economic performance Page number Comment 201-1 Direct economic value generated and distributed 22-23, 77-95 201-2 Financial implications and other risks and opportunities due to climate change 134 GRI 203: Indirect economic impacts 203-1 Infrastructure investments and services supported 18-19, 59, 64, 78-81 GRI 205: Anti-corruption 205-3 Confirmed incidents of corruption and actions taken There were no confirmed incidents of corruption in 2022. GRI 207: Tax 207-1 Approach to tax 139, 260 GRI 302: Energy 302-1 Energy consumption within the organisation EDR (June 2023) EPRA: Elec-Abs, Elec-LfL, DH&C- Abs, DH&C-LfL, Fuels-Abs, Fuels- LfL 302-2 Energy consumption outside of the organisation EDR (June 2023) 302-3 Energy intensity EDR (June 2023) 302-4 Reduction of energy consumption EDR (June 2023) 302-5 Reductions in energy requirements of products and services EDR (June 2023) GRI 303: Water and effluents 303-5 Water consumption EDR (June 2023) EPRA: Water-Abs, Water-LfL GRI 305: Emissions 305-1 Direct (scope 1) GHG emissions EDR (June 2023) EPRA: GHG-Dir-Abs, GHG-Dir- LfL 305-2 Energy indirect (scope 2) GHG emissions EDR (June 2023) EPRA: GHG-Indir-Abs, GHG- Indir-LfL 305-3 Other indirect (scope 3) GHG emissions EDR (June 2023) EPRA: GHG-Indir-Abs, GHG- Indir-LfL 305-4 GHG emissions intensity EDR (June 2023) EPRA: HGH-Int 305-5 Reduction of GHG emissions EDR (June 2023) GRI 306: Waste 306 Effluents and waste EDR (June 2023) – 263 – Corporate governance Risk factors Financial statements Additional information GRI 307: Environmental compliance Page number Comment 307-1 Non-compliance with environmental laws and regulations There were no cases of non- compliance in 2022. GRI 401: Employment 401-1 New employee hires and employee turnover 70 EPRA: Emp-New hires, Emp- Turnover 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees Not relevant. GRI 402: Labor/management relations 402-1 Minimum notice periods regarding operational changes Aedifica applies the Belgian legislation on legal notice periods. GRI 403: Occupational health & safety 403-1 Occupational health and management system 53,72 403-2 Hazard identification, risk assessment and incident investigation 72 EPRA: H&S-Emp 403-6 Promotion of worker health 72-73 403-9 Work-related injuries 72 EPRA: H&S-Emp 403-10 Work-related ill health 72 GRI 404: Training and education 404-1 Average hours of training per year per employee 70 EPRA: Emp-Training 404-2 Programmes for upgrading employee skills and transition assistance programmes 71-72 404-3 Percentage of employees receiving regular performance & career development reviews 70 EPRA: Emp-Dev GRI 405: Diversity and equal opportunity 405-1 Diversity of governance bodies and employees 70 EPRA: Diversity-Emp 405-2 Ratio of basic salary and remuneration of women to men 70 EPRA: Diversity-Pay GRI 406: Non-discrimination 406-1 Incidents of discrimination and corrective actions taken There were no cases of discrimination. GRI 408: Child labor 408-1 Operations and suppliers at significant risk for incidents of child labor There were no operations or suppliers at siginicant risk for incidents of child labor. GRI 409: Forced or compulsory labor 409-1 Operations and suppliers at significant risk for forced or compulsory labor There were no operations or suppliers at significant risk for forced or compulsory labor. GRI 413: Local communities 413-1 Operations with local community engagement, impact assessmets and development programmes 64 EPRA: Comty-Eng GRI 418: Customer privacy 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data There were no such complaints in 2022. GRI 419: Socioeconomic compliance 419-1 Non-compliance with laws and regulations in the social and economic area There were no cases of non- compliance in 2022. 6.3 Sector-specific standards CRE: Construction and real estate Page number Comment CRE 1 Building energy intensity EDR (June 2023) EPRA: Energy-Int CRE 2 Building water intensity EDR (June 2023) EPRA: Water-Int CRE 3 Greenhouse gas emissions intensity from buildings EDR (June 2023) EPRA: GHG-Int 264 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review GRI 307: Environmental compliance Page number Comment 307-1 Non-compliance with environmental laws and regulations There were no cases of non- compliance in 2022. GRI 401: Employment 401-1 New employee hires and employee turnover 70 EPRA: Emp-New hires, Emp- Turnover 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees Not relevant. GRI 402: Labor/management relations 402-1 Minimum notice periods regarding operational changes Aedifica applies the Belgian legislation on legal notice periods. GRI 403: Occupational health & safety 403-1 Occupational health and management system 53,72 403-2 Hazard identification, risk assessment and incident investigation 72 EPRA: H&S-Emp 403-6 Promotion of worker health 72-73 403-9 Work-related injuries 72 EPRA: H&S-Emp 403-10 Work-related ill health 72 GRI 404: Training and education 404-1 Average hours of training per year per employee 70 EPRA: Emp-Training 404-2 Programmes for upgrading employee skills and transition assistance programmes 71-72 404-3 Percentage of employees receiving regular performance & career development reviews 70 EPRA: Emp-Dev GRI 405: Diversity and equal opportunity 405-1 Diversity of governance bodies and employees 70 EPRA: Diversity-Emp 405-2 Ratio of basic salary and remuneration of women to men 70 EPRA: Diversity-Pay GRI 406: Non-discrimination 406-1 Incidents of discrimination and corrective actions taken There were no cases of discrimination. GRI 408: Child labor 408-1 Operations and suppliers at significant risk for incidents of child labor There were no operations or suppliers at siginicant risk for incidents of child labor. GRI 409: Forced or compulsory labor 409-1 Operations and suppliers at significant risk for forced or compulsory labor There were no operations or suppliers at significant risk for forced or compulsory labor. GRI 413: Local communities 413-1 Operations with local community engagement, impact assessmets and development programmes 64 EPRA: Comty-Eng GRI 418: Customer privacy 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data There were no such complaints in 2022. GRI 419: Socioeconomic compliance 419-1 Non-compliance with laws and regulations in the social and economic area There were no cases of non- compliance in 2022. 6.3 Sector-specific standards CRE: Construction and real estate Page number Comment CRE 1 Building energy intensity EDR (June 2023) EPRA: Energy-Int CRE 2 Building water intensity EDR (June 2023) EPRA: Water-Int CRE 3 Greenhouse gas emissions intensity from buildings EDR (June 2023) EPRA: GHG-Int 7. Statements ESEF This 2022 Annual Financial Report was drawn up in accordance with the ESEF (European Single Electronic Format) reporting requirements. Thus, this version in ESEF in English is the official version of the annual report and can also be found on the Company’s website (www.aedifica.eu). Universal Registration Document This 2022 Annual Financial Report constitutes Aedifica NV/SA’s 2022 Universal Registration Document within the meaning of article 9 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC Prospectus Regulation, as amended (the ‘Prospectus Regulation’) and has been drawn up taking into account Annex 2 io Annex 1 of the Commission Delegated Regulation (EU) No 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Regulation (EC) No 8092004, as amended (the ‘Delegated Regulation 2019/980’). This 2022 Annual Financial Report has, in application of article 9.2 of the Prospectus Regulation been approved by the FSMA, as competent authority under the Prospectus Regulation, as Universal Registration Document on 4 April 2023. The FSMA only approved this Universal Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of its securities. Investors should make their own assessment as to the suitability of investing in securities in Aedifica NV/SA. This Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by amendments, if applicable, and a securities note and summary approved in accordance with the Prospectus Regulation. The information on the website of Aedifica NV/SA is not incorporated by reference in, and does not form part of, this Universal Registration Document. Investors should make their own assessment as to the suitability of investing in securities in Aedifica NV/SA. Persons responsible (Delegated Regulation 2019/980 and Royal Decree 14 November 2007) Aedifica NV/SA, represented by the members of its Board of Directors, the composition of which is described in the Corporate Governance chapter of this 2022 Annual Financial Report, is responsible for the information provided in this Universal Registration Document, and declares that, after having taken all reasonable care to ensure that such is the case, the information contained in this Universal Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect the import of this Universal Registration Document. Mr Serge Wibaut, Chair of the Board of Directors of Aedifica NV/SA, and Mr Stefaan Gielens, CEO of Aedifica NV/SA, declare for and on behalf of Aedifica NV/SA, that to the best of their knowledge: - the financial statements, prepared in accordance with the applicable accounting standards, give an accurate picture of the assets, financial situation and results of Aedifica NV/SA and the businesses included in the consolidation; - the Annual Financial Report contains an accurate account of the development of the business, results and situation of Aedifica NV/SA and businesses included in the consolidation, and a description of the main risks and uncertainties they face. – 265 – Corporate governance Risk factors Financial statements Additional information Information from third parties Independent valuation experts and statutory auditor Aedifica NV/SA declares that the information provided by the independent valuation experts (the coordinates of each of which can be found in section 4.1.11 of the ‘Standing Documents’) and by the accredited statutory auditor (the coordinates of which can be found in section 4.1.10 of the ‘Standing Documents’) have been accurately reproduced and included with their consent. As far as Aedifica NV/SA is aware and is able to ascertain from information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The aforementioned independent valuation experts have each confirmed to the Company that they have no material interest in the Company, with the exception of those arising from their respective contractual relationship with the Company as an independent valuation expert of the Company within the meaning of Article 24 of the RREC Act. The statutory auditor has confirmed to the Company that it has no material interest in the Company, with the exception of those arising from its mandate as statutory auditor of the Company. Studies The ‘Market trends’ section on page 47-49 of the Business Review included in this Universal Registration Document contains a reproduction of studies performed by (i) Jones Lang LaSalle IP, Inc. (regarding the healthcare market in Europe), (ii) Cushman & Wakefield Belgium SA (regarding the healthcare market in Belgium), (iii) CBRE GmbH (regarding the healthcare market in Germany) (iv) Cushman & Wakefield Netherlands BV (regarding the healthcare market in the Netherlands), (v) Cushman & Wakefield Debenham Tie Leung Limited (regarding the healthcare market in the United Kingdom), (vi) Jones Lang LaSalle Finland Oy (regarding the healthcare market in Finland), (vii) JLL Valuation AB (regarding the healthcare market in Sweden), (viii) CBRE Unlimited Company (regarding the healthcare market in Ireland) and (ix) Jones Lang LaSalle España SA (regarding the healthcare market in Spain). Emeric Inghels, Danilo Tietz, Karina Melskens, Jan Vriend, Niek Drent, Tom Robinson, Kimmo Kostiainen, Patrik Lofvenberg, Maureen Bayley, Lourdes Pérez Carrasco en Felix Painchaud, have each agreed with the publication by Aedifica of their respective studies, and have each confirmed that they do not have material interests in Aedifica (except for those arising from their contractual relationship with Aedifica pursuant to their mandate as independent valuation expert). Forecast information This report contains forecast information. This information is based on Company’s estimates and projections and is, by its nature, subject to risks, uncertainties and other factors. Consequently, the results, financial situation, performance and figures, expressed or implicitly communicated, may differ substantially from those mentioned or suggested by the forecast information. Taking into account these uncertain factors, statements regarding future developments cannot be interpreted as a guarantee in any way. Proceedings and arbitration procedures The Board of Directors of Aedifica NV/SA declares that there exists no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Aedifica is aware), during the previous 12 months, that may have a significant influence, or may have had such an influence in the recent past, on the financial position or profitability of Aedifica NV/SA and/or the Group. Declaration concerning the Directors and the members of the Executive Committee The Board of Directors declares that, to the best of its knowledge: - none of the members of the Board of Directors has, for at least the previous five years, been convicted for a fraud-related offence; - no official and/or public incrimination and/or sanctions have been expressed against one of them by statutory or regulatory authorities (including designated professional bodies) for at least the previous five years; - none of the members of the Board of Directors has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years; - none of the members of the Board of Directors has been involved in any bankruptcies, receiverships, liquidations or companies put into administration for at least the previous five years, with the exception of: - Ms Ingrid Daerden was director and manager of JIND BV/SP. This company was voluntarily dissolved and liquidated on 2 July 2020; - no employment contract has been concluded with the Non-Executive Directors, which provides for the payment of indemnities upon termination of the employment contract. However, there exists a (management) agreement between the Company and the Executive Directors and members of the Executive Committee providing for such indemnities; - no option on the Company’s shares has been given to date; - no family ties exist between the Directors and/or members of the Executive Committee; - the following Directors and members of the Executive Committee hold shares of the Company: Mr Serge Wibaut (1,000 shares), Mr Stefaan Gielens (14,728 shares), Mr Charles-Antoine van Aelst (3,839 shares), Mr Sven Bogaerts (4,600 shares), Ms Ingrid Daerden (3,532 shares), Mr Pertti Huuskonen (660 shares), Ms Katrien Kesteloot (146 shares), Ms Elisabeth May-Roberti (266 shares), Mr Luc Plasman (418 shares), Mr Raoul Thomassen (1,046 shares), Ms Henrike Waldburg (55 shares) and Ms Marleen Willekens (150 shares). 266 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Information from third parties Independent valuation experts and statutory auditor Aedifica NV/SA declares that the information provided by the independent valuation experts (the coordinates of each of which can be found in section 4.1.11 of the ‘Standing Documents’) and by the accredited statutory auditor (the coordinates of which can be found in section 4.1.10 of the ‘Standing Documents’) have been accurately reproduced and included with their consent. As far as Aedifica NV/SA is aware and is able to ascertain from information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The aforementioned independent valuation experts have each confirmed to the Company that they have no material interest in the Company, with the exception of those arising from their respective contractual relationship with the Company as an independent valuation expert of the Company within the meaning of Article 24 of the RREC Act. The statutory auditor has confirmed to the Company that it has no material interest in the Company, with the exception of those arising from its mandate as statutory auditor of the Company. Studies The ‘Market trends’ section on page 47-49 of the Business Review included in this Universal Registration Document contains a reproduction of studies performed by (i) Jones Lang LaSalle IP, Inc. (regarding the healthcare market in Europe), (ii) Cushman & Wakefield Belgium SA (regarding the healthcare market in Belgium), (iii) CBRE GmbH (regarding the healthcare market in Germany) (iv) Cushman & Wakefield Netherlands BV (regarding the healthcare market in the Netherlands), (v) Cushman & Wakefield Debenham Tie Leung Limited (regarding the healthcare market in the United Kingdom), (vi) Jones Lang LaSalle Finland Oy (regarding the healthcare market in Finland), (vii) JLL Valuation AB (regarding the healthcare market in Sweden), (viii) CBRE Unlimited Company (regarding the healthcare market in Ireland) and (ix) Jones Lang LaSalle España SA (regarding the healthcare market in Spain). Emeric Inghels, Danilo Tietz, Karina Melskens, Jan Vriend, Niek Drent, Tom Robinson, Kimmo Kostiainen, Patrik Lofvenberg, Maureen Bayley, Lourdes Pérez Carrasco en Felix Painchaud, have each agreed with the publication by Aedifica of their respective studies, and have each confirmed that they do not have material interests in Aedifica (except for those arising from their contractual relationship with Aedifica pursuant to their mandate as independent valuation expert). Forecast information This report contains forecast information. This information is based on Company’s estimates and projections and is, by its nature, subject to risks, uncertainties and other factors. Consequently, the results, financial situation, performance and figures, expressed or implicitly communicated, may differ substantially from those mentioned or suggested by the forecast information. Taking into account these uncertain factors, statements regarding future developments cannot be interpreted as a guarantee in any way. Proceedings and arbitration procedures The Board of Directors of Aedifica NV/SA declares that there exists no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Aedifica is aware), during the previous 12 months, that may have a significant influence, or may have had such an influence in the recent past, on the financial position or profitability of Aedifica NV/SA and/or the Group. Declaration concerning the Directors and the members of the Executive Committee The Board of Directors declares that, to the best of its knowledge: - none of the members of the Board of Directors has, for at least the previous five years, been convicted for a fraud-related offence; - no official and/or public incrimination and/or sanctions have been expressed against one of them by statutory or regulatory authorities (including designated professional bodies) for at least the previous five years; - none of the members of the Board of Directors has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years; - none of the members of the Board of Directors has been involved in any bankruptcies, receiverships, liquidations or companies put into administration for at least the previous five years, with the exception of: - Ms Ingrid Daerden was director and manager of JIND BV/SP. This company was voluntarily dissolved and liquidated on 2 July 2020; - no employment contract has been concluded with the Non-Executive Directors, which provides for the payment of indemnities upon termination of the employment contract. However, there exists a (management) agreement between the Company and the Executive Directors and members of the Executive Committee providing for such indemnities; - no option on the Company’s shares has been given to date; - no family ties exist between the Directors and/or members of the Executive Committee; - the following Directors and members of the Executive Committee hold shares of the Company: Mr Serge Wibaut (1,000 shares), Mr Stefaan Gielens (14,728 shares), Mr Charles-Antoine van Aelst (3,839 shares), Mr Sven Bogaerts (4,600 shares), Ms Ingrid Daerden (3,532 shares), Mr Pertti Huuskonen (660 shares), Ms Katrien Kesteloot (146 shares), Ms Elisabeth May-Roberti (266 shares), Mr Luc Plasman (418 shares), Mr Raoul Thomassen (1,046 shares), Ms Henrike Waldburg (55 shares) and Ms Marleen Willekens (150 shares). 8. Glossary 8.1 Definitions Acquisition value The acquisition value is the agreed value between parties on the basis of which the transaction is performed. If the acquisition of a building takes place by cash payment, through the acquisition of shares of a real estate Company, through the non-monetary contribution of a building against the issue of new shares, by merger through takeover of a property, or by a partial de-merger, the deed costs, audit and consultancy costs, reinvestment bank fees and costs of lifting security on the financing of the absorbed Company and other costs of the merger are also considered as part of the acquisition cost and capitalised in the asset accounts on the balance sheet. Alternative performance measures (APM) Since many years, Aedifica uses in its financial communication Alternative Performance Measures according to the guidelines issued by the ESMA on 5 October 2015. Some of these APM are recommended by the European Public Real Estate Association (EPRA) and others have been defined by the industry or by Aedifica in order to provide readers with a better understanding of its results and performance. The APM used in this annual financial report are identified with an asterisk (). The performance measures which are defined by IFRS standards or by Law are not considered as APM, neither are those which are not based on the consolidated income statement or the balance sheet. The APM are defined, annotated and connected with the most relevant line, total or subtotal of the financial statements, in the notes of the financial statements or in EPRA chapter. Closed period Period during which any officer or any person covered on the lists established by the Company in accordance with Article 6.5 of the Corporate Governance Charter, as well as any person who is closely related to them, may not carry out any trading of Aedifica shares. Closed periods are shown in the corporate governance statement. Contractual rents Indexed rents, including rental guarantees, but excluding cost of rent-free periods for occupied surface area. Debt-to-assets ratio The Royal Decree of 13 July 2014 regarding RRECs defines the debt-to-assets ratio as follows: ‘Total liabilities’ in balance sheet - I. Non-current liabilities – A. Provisions - I. Non-current liabilities – C. Other non-current financial liabilities - Hedges - I. Non-current liabilities – F. Deferred taxes liabilities - II. Current liabilities – A. Provisions - II. Current liabilities – C. Other current financial liabilities - Hedges - II. Current liabilities – Accrued charges and deferred income as provided in the annexes of the Royal Decree of 13 July 2014 on RRECs. / Total assets less authorised hedging instruments ≤ 65% Double net (NN) Type of contract under which the repair and maintenance of the roof, structure and facades of the building remain the responsibility of the owner while other costs and risks are borne by the operator. This type of contract is common for senior housing in Germany. EBIT margin Operating result before result on portfolio divided by net rental income. EPRA European Public Real Estate Association is an association, founded in 1999 in order to promote, develop and regroup listed European real estate companies. EPRA establishes standards of conduct in accounting, reporting and corporate governance matters, and harmonises these rules to different countries in order to provide quality and comparable information to investors. EPRA has created indices that serve as benchmarks for the real estate sector. All this information is available on the website www.epra.com. – 267 – Corporate governance Risk factors Financial statements Additional information EPRA Earnings Aedifica uses EPRA Earnings to comply with the EPRA’s recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS. It represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. The EPRA Earnings is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA chapter of the Annual Financial Report (in accordance with the model recommended by EPRA). Estimated rental value (ERV) The estimated rental value (ERV) is the market rental value as determined by independent valuation experts. Exit tax Companies applying for approved RREC status, or which merge with a RREC, are subject to an exit tax. This tax is similar to a liquidation tax on net unrealised gains and on tax-exempt reserves. See section 4.4.2 of the Standing Documents for more information on the current exit tax rates. Fair value The fair value of the Belgian investment properties is calculated as following: - Buildings with an investment value over €2.5 million: Fair value = investment value / (1+ average transaction cost rate defined by the BE-REIT Association) - Buildings with an investment value under €2.5 million: 1. when the expert considers a building can be sold in units, the fair value is defined as the lowest value between the investment value in units / (1 + % transfer taxes depending on the region where they are located) and the investment value / (1 + average transaction cost rate defined by the BE-REIT Association); 2. when the expert considers a building cannot be sold in units, the fair value is the investment value / (1 + % transfer taxes depending on the region where they are located). The average transaction cost rate defined by the BE-REIT Association is reviewed annually and adjusted as necessary in 0.5% increments. The Belgian experts attest the deduction percentage retained in their periodic reports. The fair value of investment properties located abroad take into account locally applicable legal costs. Free float Percentage of shares held by the public, according to the Euronext definition. Gross dividend yield Gross dividend per share divided by the stock market price as of closure. Gross yield of the portfolio For the total portfolio: (contractual rents) / investment value, acquisition value or fair value of the concerned buildings. Investment value is used as a denominator to determine the gross yield of a development project. Acquisition value is used for acquired assets and fair value for existing assets. IFRS The international accounting standards (IFRS, or International Financial Reporting Standards, previously called IAS, or International Accounting Standards) are drawn up by the International Accounting Standards Board (IASB). European listed companies have been obliged to apply these standards in their consolidated accounts since the financial year commencing on or after 1 January 2005. Since 2007, RRECs have also been required to apply IFRS in their statutory accounts. Inside information Inside information about Aedifica is any information: - of a precise nature, i.e. indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instruments of Aedifica; - which has not been made public; - relating, directly or indirectly, to Aedifica; and - which, if it were made public, would be likely to have a significant effect on the price of the financial instruments or related derivative financial instruments of Aedifica, i.e. information a reasonable investor would be likely to use as part of the basis of his or her investment decisions. 268 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review EPRA Earnings Aedifica uses EPRA Earnings to comply with the EPRA’s recommendations and to measure its operational and financial performance; however, this performance measure is not defined under IFRS. It represents the profit (attributable to owners of the Parent) after corrections recommended by the EPRA. The EPRA Earnings* is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA chapter of the Annual Financial Report (in accordance with the model recommended by EPRA). Estimated rental value (ERV) The estimated rental value (ERV) is the market rental value as determined by independent valuation experts. Exit tax Companies applying for approved RREC status, or which merge with a RREC, are subject to an exit tax. This tax is similar to a liquidation tax on net unrealised gains and on tax-exempt reserves. See section 4.4.2 of the Standing Documents for more information on the current exit tax rates. Fair value The fair value of the Belgian investment properties is calculated as following: - Buildings with an investment value over €2.5 million: Fair value = investment value / (1+ average transaction cost rate defined by the BE-REIT Association) - Buildings with an investment value under €2.5 million: 1. when the expert considers a building can be sold in units, the fair value is defined as the lowest value between the investment value in units / (1 + % transfer taxes depending on the region where they are located) and the investment value / (1 + average transaction cost rate defined by the BE-REIT Association); 2. when the expert considers a building cannot be sold in units, the fair value is the investment value / (1 + % transfer taxes depending on the region where they are located). The average transaction cost rate defined by the BE-REIT Association is reviewed annually and adjusted as necessary in 0.5% increments. The Belgian experts attest the deduction percentage retained in their periodic reports. The fair value of investment properties located abroad take into account locally applicable legal costs. Free float Percentage of shares held by the public, according to the Euronext definition. Gross dividend yield Gross dividend per share divided by the stock market price as of closure. Gross yield of the portfolio For the total portfolio: (contractual rents) / investment value, acquisition value or fair value of the concerned buildings. Investment value is used as a denominator to determine the gross yield of a development project. Acquisition value is used for acquired assets and fair value for existing assets. IFRS The international accounting standards (IFRS, or International Financial Reporting Standards, previously called IAS, or International Accounting Standards) are drawn up by the International Accounting Standards Board (IASB). European listed companies have been obliged to apply these standards in their consolidated accounts since the financial year commencing on or after 1 January 2005. Since 2007, RRECs have also been required to apply IFRS in their statutory accounts. Inside information Inside information about Aedifica is any information: - of a precise nature, i.e. indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instruments of Aedifica; - which has not been made public; - relating, directly or indirectly, to Aedifica; and - which, if it were made public, would be likely to have a significant effect on the price of the financial instruments or related derivative financial instruments of Aedifica, i.e. information a reasonable investor would be likely to use as part of the basis of his or her investment decisions. Interest Rate Swap (or IRS) An interest rate exchange contract (usually short-term against long-term and floating against fixed) between two parties to exchange financial flows calculated on a fixed notional amount, frequency and maturity. Aedifica can use this instrument for hedging purposes only. Investment properties Investment properties including buildings intended for sale and development projects. Investment value Value assessed by the expert, of which transfer taxes are not deducted. Long lease Contract with an initial duration of at least 27 years and less than 99 years, giving a temporary right in rem to the tenant. The tenant has full use of the property during this period and pays an annual fee (rent) in return. Market capitalisation Closing stock market price multiplied by the total number of shares. Marketable investment properties Investment properties including buildings intended for sale and excluding development projects. Net asset value per share Total equity divided by the number of shares outstanding (after deduction of the treasury shares). Net rental income Rental income - Writeback of lease payments sold and discounted - Rental-related charges Occupancy rate For the total portfolio: (contractual rents) / (contractual rents + estimated rental value (ERV) on vacant areas of the property portfolio). We note that this occupancy rate includes the investment properties for which units are in renovation and hence temporarily not rentable. Operating margin Property operating result divided by net rental income. Operating result before result on portfolio The Royal Decree of 13 July 2014 regarding RRECs defines the operating result before result on portfolio as follows: Property operating result - Overheads ± Other operating income and charges Pay-out ratio Dividend divided by the corrected profit. Prime net yield The ratio between the (initial) contractual rent of a purchased property and the acquisition value at a prime location. Profits excluding changes in fair value Profit (attributable to owners of the parent) - Changes in fair value of investment properties (IAS 40) - Changes in fair value of financial assets and liabilities (IFRS 9) Property operating result The Royal Decree of 13 July 2014 regarding RRECs defines the property operating result as follows: Property result - Technical, commercial and property management costs - Charges and taxes on unlet properties - Other property charges – 269 – Corporate governance Risk factors Financial statements Additional information Profit to be paid out (or corrected profit) The Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected profit) as follows: The Company must distribute, as return on capital, an amount corresponding at least to the positive difference between the following amounts: - 80% of an amount equal to the sum of the adjusted result (A) and the net capital gains on realisation of investment properties not exempt from the obligation of distribution (B). (A) and (B) are calculated according to the following scheme: Corrected profit (A) Profit of loss + Depreciations + Write-downs - Reversals of write-downs - Writeback of lease payments sold and discounted ± Other non-cash items ± Gains and losses on disposals of investment properties ± Changes in fair value of investment properties = Corrected profit (A) Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B) ± Gains and losses on disposals of investment properties during the financial year (gains and losses compared to the acquisition value plus capital expenditures) - Gains and losses on disposals of investment properties during the financial year, exempted from the obligation of distribution, subject to reinvestment within 4 years (gains compared to the acquisition value plus capital expenditure) ± Gains and losses on disposals of investment properties earlier exempted from the obligation of distribution and not reinvested within 4 years (gains and losses compared to the acquisition value plus capital expenditures) = Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B) - net decrease during the financial year of the debt of the public RREC, as provided in Article 13 of the Royal Decree of 13 July 2014 (see definition of the debt-to-assets ratio). Result on portfolio The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows: Gains and losses on disposals of investment properties - Gains and losses on disposals of other non-financial assets ± Changes in fair value of investment properties Reversion rate The ratio is determined as follows: (contractual rents + estimated rental value on empty spaces) / Estimated rental value of the total portfolio. Transfer taxes The transfer of ownership of a property in Belgium is subject to the payment of transfer taxes. The amount of these taxes depends on the method of transfer, the type of purchaser and the location of the property. The first two elements, and therefore the total amount of taxes to be paid, are only known once the transfer has been completed. The range of taxes for the major types of property transfer includes: - Sale of properties: 12.5% for properties situated in the Brussels Capital Region and in the Walloon Region, 12% for properties situated in the Flemish Region; - Sale of real estate under the rules governing estate traders: 4.0 to 8.0%, depending on the Region; - Surface and long lease agreements for real estate (up to 50 years for surface rights and up to 99 years for the long lease right): 2%, or 0.5% if the tenant is a non-profit organisation); - Sales of properties where the purchaser is a public body (e.g. an agency of the European Union, the Federal Government, a regional government or a foreign government): tax exempt; - Contribution in kind of real estate property against the issue of new shares in favour of the contributing party: tax exempt; - Sale of shares of a real estate Company: no taxes; - Merger, split and other forms of Company restructuring: no taxes; etc. The effective rate of the transfer tax therefore varies from 0 to 12.5%, whereby it is not possible to predict which rate would apply to the transfer of a given property before that transfer has effectively taken place. Note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of investment properties under IFRS on the balance sheet is calculated by the expert by deducting a fixed percentage of transfer tax (currently 2.5%) from the investment value. However, for investment properties with a value of less than €2.5 million, the transfer taxes to be deducted vary depending on the rates applicable given the location of the property. Triple net (NNN) Type of contract under which operating charges, maintenance costs and rents on empty spaces related to operations are borne by the operator. Velocity Total volume of shares exchanged over the year divided by the total number of listed shares, following the definition of Euronext. 270 – Aedifica - Annual Report 2022 Caring for quality of life This is Aedifica Strategy & value creation Business review Profit to be paid out (or corrected profit) The Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected profit) as follows: The Company must distribute, as return on capital, an amount corresponding at least to the positive difference between the following amounts: - 80% of an amount equal to the sum of the adjusted result (A) and the net capital gains on realisation of investment properties not exempt from the obligation of distribution (B). (A) and (B) are calculated according to the following scheme: Corrected profit (A) Profit of loss + Depreciations + Write-downs - Reversals of write-downs - Writeback of lease payments sold and discounted ± Other non-cash items ± Gains and losses on disposals of investment properties ± Changes in fair value of investment properties = Corrected profit (A) Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B) ± Gains and losses on disposals of investment properties during the financial year (gains and losses compared to the acquisition value plus capital expenditures) - Gains and losses on disposals of investment properties during the financial year, exempted from the obligation of distribution, subject to reinvestment within 4 years (gains compared to the acquisition value plus capital expenditure) ± Gains and losses on disposals of investment properties earlier exempted from the obligation of distribution and not reinvested within 4 years (gains and losses compared to the acquisition value plus capital expenditures) = Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B) - net decrease during the financial year of the debt of the public RREC, as provided in Article 13 of the Royal Decree of 13 July 2014 (see definition of the debt-to-assets ratio). Result on portfolio The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows: Gains and losses on disposals of investment properties - Gains and losses on disposals of other non-financial assets ± Changes in fair value of investment properties Reversion rate The ratio is determined as follows: (contractual rents + estimated rental value on empty spaces) / Estimated rental value of the total portfolio. Transfer taxes The transfer of ownership of a property in Belgium is subject to the payment of transfer taxes. The amount of these taxes depends on the method of transfer, the type of purchaser and the location of the property. The first two elements, and therefore the total amount of taxes to be paid, are only known once the transfer has been completed. The range of taxes for the major types of property transfer includes: - Sale of properties: 12.5% for properties situated in the Brussels Capital Region and in the Walloon Region, 12% for properties situated in the Flemish Region; - Sale of real estate under the rules governing estate traders: 4.0 to 8.0%, depending on the Region; - Surface and long lease agreements for real estate (up to 50 years for surface rights and up to 99 years for the long lease right): 2%, or 0.5% if the tenant is a non-profit organisation); - Sales of properties where the purchaser is a public body (e.g. an agency of the European Union, the Federal Government, a regional government or a foreign government): tax exempt; - Contribution in kind of real estate property against the issue of new shares in favour of the contributing party: tax exempt; - Sale of shares of a real estate Company: no taxes; - Merger, split and other forms of Company restructuring: no taxes; etc. The effective rate of the transfer tax therefore varies from 0 to 12.5%, whereby it is not possible to predict which rate would apply to the transfer of a given property before that transfer has effectively taken place. Note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of investment properties under IFRS on the balance sheet is calculated by the expert by deducting a fixed percentage of transfer tax (currently 2.5%) from the investment value. However, for investment properties with a value of less than €2.5 million, the transfer taxes to be deducted vary depending on the rates applicable given the location of the property. Triple net (NNN) Type of contract under which operating charges, maintenance costs and rents on empty spaces related to operations are borne by the operator. Velocity Total volume of shares exchanged over the year divided by the total number of listed shares, following the definition of Euronext. 8.2 Acronyms APM: Alternative Performance Measure CAGR: Compound Annual Growth Rate CEO: Chief Executive Officer CFO: Chief Financial Officer CIO: Chief Investment Officer CLO: Chief Legal Officer CM&AO: Chief Mergers & Acquisitions Officer COO: Chief Operating Officer CPI: Consumer price index CRREM: Carbon Risk Real Estate Monitor CSR: Corporate Social Responsibility DCF: Discounted Cash Flow EBIT: Earnings Before Interests and Taxes ECB: European Central Bank EPRA: European Public Real Estate Association EPRA (s)BPR: EPRA (Sustainability) Best Practices Recommendations ESMA: European Securities and Markets Authority ERV: Estimated Rental Value FBI: Federale Beleggingsinstelling FSMA: Financial Services and Markets Authority GHG: Greenhouse Gas IAS: International Accounting Standards ICR: Interest Cover Ratio IFRS: International Financial Reporting Standards IPO: Initial Public Offering IRREC: Institutional Regulated Real Estate Company IRS: Interest Rate Swap nEUI: net Energy Use Intensity NN: Double Net NNN: Triple Net NZEB: Nearly zero-energy building REIT: Real Estate Investment Trust RREC: Regulated Real Estate Company SARL: Société à Responsabilité Limitée SCS: Société en Commandite Simple SPO: Secondary Public Offering SPV: Special Purpose Vehicle WAULT: Weighted average unexpired lease term – 271 – Corporate governance Risk factors Financial statements Additional information 1. The English version of the document represents the original document. The Dutch and French versions are translations and were prepared under Aedifica’s responsibility. Required components In accordance with Articles 3:6 and 3:32 of the Belgian Code of Companies and Associations, the required components of the Aedifica 2022 Annual Financial Report appear in the following chapters: • Financial review pages 76-95 • Corporate governance statement pages 96-127 • Risk factors pages 128-139 • Financial statements pages 140-205 This annual financial report provides an overview of the activities and financial statements for the financial year ending on 31 December 2022. Send us your feedback [email protected] For further information Ingrid Daerden, CFO – [email protected] Delphine Noirhomme, Investor Relations Manager – [email protected] Creation and production www.chriscom.eu the Aedifica team Photography Buildings: Atelier Jahr, Dan Chadwick, David Plas, Eric Her- schaft, Gunter Binsack, Kate Gabor, Nicolas Peeters, Vivianne van der Maas, Telenet Business Portraits: David Plas Aedifica NV/SA Public Regulated Real Estate Company under Belgian law Rue Belliard 40 (box 11) in 1040 Brussel - Belgium Tel: +32 (0)2 626 07 70 - Fax: +32 (0)2 626 07 71 BTW-BE 0877 248 501 – Register of Legal Entities of Brussels www.aedifica.eu Ce rapport financier annuel est également disponible en français 1 Dit jaarverslag is eveneens beschikbaar in het Nederlands 1 @aedifica_reit linkedin.com/company/aedifica-reit aedifica_reit www.aedifica.eu Belliardstraat 40 Rue Belliard Brussel 1040 Bruxelles tel +32 (0)2 626 07 70 fax +32 (0)2 626 07 71 Openbare gereglementeerde vastgoedvennootschap naar Belgisch recht Société immobilière réglementée publique de droit belge BTW BE 0877 248 501 - R.P.R. Brussel TVA BE 0877 248 501 - R.P.M. Bruxelles
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