Annual Report • Mar 30, 2022
Annual Report
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ANNUAL FINANCIAL REPORT 2021

AEDIFICA
IN 2021 OUR STRATEGY
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.
LETTER TO THE STAKEHOLDERS
FUTUREPROOF AEDIFICA
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 16 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.
4 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021


BUSINESS REVIEW
CORPORATE GOVERNANCE






38
BUSINESS REVIEW



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FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA
BUSINESS REVIEW
CORPORATE GOVERNANCE
2 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
Aedifica builds futureproof healthcare real estate. We proved that once again in 2021 with a number of major concrete examples. We develop and invest in innovative residential and care concepts, paying careful attention to the sustainability of these buildings. Our starting point here is that care users and those around them have to be able to enjoy a positive experience tailored to their care needs.
Society's expectations about how care is organised are changing. The bar is being raised, and rightly so. As a reference player in European healthcare real estate, our mission is therefore to translate the new views about living conditions and care into buildings. So together with those who run these buildings, Aedifica offers care users innovative real-estate concepts that modernise care, especially elderly care, from various points of view.
The well-being of the care user is the first and most important priority. In care homes, we counter loneliness by creating a pleasant living environment that connects people with other residents, with family, friends or neighbours. We put forward innovative solutions allowing couples with differing care needs to stay together. In addition, care facilities are increasingly geared to care on a small scale, offering residents a safe and secure environment. We also enhance the dignity of senior citizens by designing living areas that give them autonomy and enable them to look after themselves for as long as possible.
For Aedifica, care facilities are not an island. Several complementary care functions are increasingly being combined on a single campus. In this way, we create care nodes that are at the service not only of the residents, but also of the local community.
The healthcare real estate of the future should not only provide an attractive care concept tailored to the needs of the user. It also has to be sustainable. Our strategy therefore aims to achieve (net) zero carbon emissions by 2050. To this end, in 2021 we devised a sustainable development framework to be applied to new development projects. In this context, we not only approach sustainability from an ecological perspective. We also focus on the well-being and comfort of the residents.

STEFAAN GIELENS CEO

FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
Finland
The 'service community' concept, as developed in Finland by Aedifica subsidiary Hoivatilat, offers the ideal environment in which to combine various types of care and services on a single campus for those who use the building and for local residents. In this way, old and young go – almost literally – hand in hand.
The basic idea behind service communities is that the combination of several types of care can make a positive contribution to the well-being of the care user. Bringing a care home for senior citizens and a children's day care centre under one roof stimulates interaction that is valuable for both age groups.
'Our service communities are designed to enrich the lives of senior citizens and children by bringing them into contact with one another and enabling them to share experiences', says Juho Malmi, marketing manager of Hoivatilat. 'This way, we not only counter loneliness among senior citizens, but we also teach children how to interact with elderly people.'
Both age groups have their own building and these are connected by a common inner courtyard. There, the residents can sit on a bench and watch the children having fun in the playground. Common activities are also arranged. 'The children come and visit the elderly folk regularly, so that they can sing and play around a specific topic together', Juho Malmi says. 'The day care centre at our service community in Lahti, for example, focuses on music and organises weekly performances for the older residents. They always look forward to the children's visits and find it fun to watch them play. It keeps them alert, even if they don't have the energy to take part themselves.'

LOHJA SAHAPIHA • LOHJA, FI • SERVICE COMMUNITY COMPLETED IN JUNE 2021
Near our campus in Tuusula there is a family where both the child and the grandparents are looked after in the same service community. For them, it's an ideal solution: the grandparents get the care they need, but they still remain in contact with their grandchild. Plus, it's great for the parents because when they fetch their child in the evening, they can see their own parents at the same time. JUHO MALMI – MARKETING MANAGER HOIVATILAT
4 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
In the Finnish 'service community' concept, spontaneous and organised meetings between young and old improve the wellbeing of the care user.
As well as a combination of care for the elderly and child care, service communities offer other types of care and services. Depending on the needs of the local residents, the campus can also include a restaurant, a store or even a dog day care facility. So the local residents are involved and the buildings create a functional meeting place for the community.
'By combining care and other services, we respond to the changing expectations of our society', Juho Malmi explains. 'Families can easily visit grandparents in the care home when they are fetching the children and then run errands or take a meal home. In this way, we improve well-being and quality of life in the neighbourhood: the elderly are less lonely, children are exposed to various stimuli and parents can arrange their time more efficiently.'

LAHDEN VALLESMANNINKATU • LAHTI, FI


TUUSULA ISOKARHUNKIERTO • TUUSULA, FI
Hoivatilat's service communities are the perfect example of what the future of healthcare real estate in Finland will look like. Our state-of-the-art care campuses combine elderly care and child day care and are perfectly integrated into their environment, so they form a care node for the local community.
JUHO MALMI – MARKETING MANAGER HOIVATILAT
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FUTUREPROOF AEDIFICA
AEDIFICA

6 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
Care and well-being are approached differently in Klein Veldekens than in traditional care homes. Residents with differing care profiles find a new home on Aedifica's innovative care campus in Geel. It has 132 spacious apartments that give them every opportunity to retain their autonomy and their dignity. In addition, the campus acts as a care node for the neighbourhood.

Creating well-being for residents is central to the Klein Veldekens philosophy. The spacious apartments on the campus play an important role here.
'The spatial quality of housing strengthens the identity and autonomy of the residents and that is crucial for their well-being', says Michiel Verhaegen, director at the non-profit organisation Astor, which developed and runs the campus. 'Grandchildren, family and friends come by more often and stay longer because they can spend time in a spacious and pleasant environment with our residents. By strengthening these social links, we counter loneliness and create well-being for our residents.'
As well-being is closely connected to dignity, Klein Veldekens helps the residents to live as freely and independently as they can. Self-care is encouraged as much as possible. 'Unlike in conventional care homes,
Living apart was hard. If your wife has to go into a care home, you wonder whether she is being properly looked after there. The big advantage here is that we can stay together with the cosiness of our own home, while my wife gets the care she needs.
WALTER STOELMANS, KLEIN VELDEKENS RESIDENT Klein Veldekens in Geel


The positive experience of the residents at Klein Veldekens begins with the dignity of being able to look after themselves for as long as possible.

KLEIN VELDEKENS • GEEL, BE
each apartment has its own kitchen. So residents can not only cook for themselves, but they can also have meals with family without having to go to a communal area. In this way, the apartments increase the privacy of the residents' own families.'
Well-being is also enhanced by the flexibility of the care on offer. The great advantage of this is that residents no longer have to move when their care needs increase.
'People can move in even though they don't yet need any care. The apartment remains theirs, regardless of how their care needs change', Verhaegen explains. 'In a conventional context, elderly people have to move from their senior's apartment to a care home when they need more care, because the care funding is granted per room. With us, that is not the case. As a pilot project supported by the Flemish government, Klein Veldekens can grant care funding flexibly, depending on the care needs of the residents, regardless of the type of home they are in. So residents no longer need to move when their care needs increase.'
'This new system also offers a solution for couples', Verhaegen goes on. 'Here, couples with differing care needs do not have to be separated when one partner needs more care than the other. Even if both partners need a lot of care, they can carry on living together as a couple.'
And there's more. Klein Veldekens was designed as an inclusive social project. On the campus, not only do the elderly find a new home, but younger people with care needs owing, for example, to a brain injury or a congenital impairment live here, too. The care campus also endeavours to involve and activate the neighbourhood as much as possible. The restaurant is accessible to everyone and can also be used as a co-working facility. In addition, the campus offers complementary care functions for local people, such as child day care and a doctor's surgery.
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FUTUREPROOF AEDIFICA
AEDIFICA
IN 2021 OUR STRATEGY

Small-scale elderly care facilities improve the residents' quality of life by offering them more security and social contact in a small community. By dividing care homes into care hubs, smallscale care for the elderly is possible within a larger structure, as well.
The care hub concept is based on the principle that care and living on a small scale offer residents more security. Here, the larger structure of a care home is divided into small communities (hubs) in terms of both buildings and the operational aspects. These hubs function independently of one another. They comprise a maximum of 12 apartments that are connected to one another by communal areas such as a living room, a dining area and a garden with a terrace.
By creating more nearness and security, the concept makes a substantial contribution to residents' well-being and we are able to provide the best possible care.
VOLKER FELDKAMP - EMVIA LIVING
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In the communal areas of the care hub, residents share their lives with one another and take part in activities together. Having other people closer by encourages more social contact, with the result that residents feel less lonely. Because they always see the same familiar faces in their small community, they have a greater feeling of security and safety, in contrast to larger communities.
Elderly people receive round-the-clock care from staff permanently assigned to their hub. This not only increases confidence among the residents, but also makes the care home concept 'pandemic-proof' because staff only look after a limited number of elderly people. As the care hub concept focuses on familiarity and security, it is also particularly suitable when it comes to caring for those with dementia. Aedifica's care campus in Weyhe, Germany, provides a differentiated care programme and combines conventional and more luxurious rooms with a care hub for people with dementia.
'Care hubs are a perfect example of how modern architecture can underpin the care of people with dementia', says Volker Feldkamp of EMVIA Living, which runs the Weyhe care facility. 'By creating more nearness and security, the concept makes a substantial contribution to residents' well-being and we are able to provide the best possible care.'

SENIORENQUARTIER WEYHE • WEYHE, DE
The small scale of a 'care hub' offers residents a positive experience and enhances their well-being as they feel safer and more secure.
In the Netherlands, the care hub concept has been developed further and geared specifically to the needs of people with dementia. The small-scale care facilities run by Martha Flora have a 'Meander' that consists of various colourful living areas and connects residents' apartments with one another. The spacious, pleasant living environment makes a substantial contribution to the well-being of residents and care staff alike.
The Meander forms the basis of this innovative care concept for people with dementia. This communal living area includes a kitchen, a living room, a library, a workshop and a garden where residents can eat together, meet one another, take part in activities or welcome family. A care facility usually has two Meanders and each Meander connects 12 to 14 apartments.
'Each area has its own atmosphere and stimuli', says Cornélie Scholten, business manager at Martha Flora. 'So residents can always find a spot where they feel comfortable. In the Meander, our residents can meet one another when they feel the need and have opportunities to take part in various activities.'
The Meander concept was designed specifically for people with dementia on the basis of scientific research and practical experience of dementia care.
'The use of colour, the light, the materials and the architecture in the Meander are geared to giving people with dementia a feeling of safety and security', Scholten goes on. 'Covering an average of 250 m², a Meander provides a lot of additional living space, which considerably lowers the stress level of our residents and noticeably improves their quality of life.'
Our staff are stimulated by the Meander, too. They feel proud and motivated and get satisfaction out of working in such a lovely environment.
CORNÉLIE SCHOLTEN – MARTHA FLORA
In addition, the Meander stimulates the wellbeing not only of the residents, but of the care staff as well. 'Yes, our staff are stimulated by the Meander, too. They feel proud and motivated and get satisfaction out of working in such a lovely environment. Thanks to the space and the peace and quiet of the Meander, they can give their full attention to the residents.'

Netherlands
The 'Meander' builds on the care hub concept, but goes a step further. It creates a positive experience for residents because the colourful and spacious living areas offer them peace and quiet, but at the same time additional stimuli.

MARTHA FLORA HILVERSUM • HILVERSUM, NL
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AEDIFICA
As well as developing innovative healthcare real estate concepts, Aedifica invests in sustainable real estate construction and maintenance. Each day, Aedifica strives to make its portfolio more sustainable and in 2021, the group has proven its role as a pioneer in this field once again.
In order to reach (net) zero carbon emissions for the entire real estate portfolio by 2050, Aedifica has drawn up an assessment framework for each country in which the group operates that takes account of local regulations. This framework lays down the technical requirements for the construction of new, sustainable care homes in terms of the environment, energy conservation, resident health and quality of use. The group adopts a broad approach to sustainable development, not only from an ecological perspective but also by taking into consideration residents' well-being and comfort.
However, Aedifica already goes further than this theoretical framework. Examples from the Netherlands and Germany prove this.
The development projects in the Netherlands are usually already in line with Aedifica's sustainable development framework, as compliance with the Dutch national standards of the Gemeentelijke Praktijkrichtlijn (GPR - municipal code of practice) is encouraged or even integrated into the planning permission process. This standard is fully in line with the Dutch version of Aedifica's sustainable development framework.
The group's Dutch portfolio already includes five completed buildings and seven projects underway that comply with the assessment framework and the GPR standard. The completed buildings achieve an average GPR score of 8.1 (comparable to a 'BREEAM Excellent' certificate). When these care facilities were assessed during 2021, various improvements were made to the buildings in consultation with the stakeholders (contractors, developers and operators). Among other things, measures were taken to increase the proportion of renewable energy, further reduce water consumption and improve the ventilation flow rate.

E.g., measures to reduce energy consumption and increase the proportion of renewable energy
E.g., measures to reduce water consumption and promote biodiversity
E.g., guaranteeing good air quality and circulation
E.g., optimising the accessibility of the building
10 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021

VILLA NUOVA • VORDEN, NL

With low energy demand of <75 kWh/m², Die Rose im Kalletal, in the German state of North Rhine-Westphalia was a relatively energy-efficient care facility as soon as it opened. As the building was recently connected to a local biomass power plant, the whole care home is now supplied entirely with renewable energy. The building is therefore Aedifica's first facility in Germany to achieve net carbon neutrality. The care facility largely fulfills the requirements of Aedifica's sustainable development framework in Germany. Moreover, in consultation with the operator, Aedifica has decided to invest in the installation of solar panels on the roof.

DIE ROSE IM KALLETAL • KALLETAL, DE
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In 2021, Aedifica has shown that it continues to live up to its ambitions as a leading European healthcare real estate investor. The international expansion continued unabated with numerous completions and acquisitions across the eight European countries in which the Group operates. The market's confidence in Aedifica's growth strategy was not only reflected in three capital increases that raised over €330 million, but also in the successful issuance of an inaugural €500 million Sustainability Bond supported by an investment-grade S&P credit rating, strengthening the Group to continue its growth momentum and sustainability efforts.
In 2021, Aedifica reaffirmed its international ambitions by implementing its first investments in Ireland and Spain. Throughout the year, the Group carried out investments and announced new projects of approx. €943.5 million in 100 care properties. Furthermore, a total of 41 projects from the investment programme amounting to approx. €289 million were completed.
FOR 2022, THE BOARD ANTICIPATES A 9%
INCREASE IN THE GROSS DIVIDEND TO

PER SHARE.
SERGE WIBAUT, CHAIRMAN OF THE BOARD OF DIRECTORS
All the investments carried out in 2021 have increased Aedifica's real estate portfolio to 587 sites with a capacity of more than 32,700 residents and over 11,000 children. The fair value of the real estate portfolio* increased by approx. €1,082 million (+28%) to €4,896 million (compared to €3,815 million at the beginning of the financial year). In addition, as of 31 December 2021, the Group has a total investment programme in pre-let development projects and acquisitions in progress of approx. €767 million. Considering this investment programme, Aedifica's total portfolio is expected to reach the €5.5 billion mark by the end of 2024.
Aedifica focuses not only on investments and growth but also on managing its existing real estate assets. The result of this effort in 2021 is reflected in an excellent rental income of €232.1 million (€187.5 million a year earlier, an increase of approx. 24%). The EPRA Earnings* are above budget and amount to €151.5 million, i.e. €4.35 per share. Aedifica's total profit amounts to €282 million. Aedifica demonstrated its ability to grow the company 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 10 May 2022 a gross dividend of €3.40 per share (subject to a reduced withholding tax of 15%).
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 congratulate and thank the Aedifica team for its contribution to the Group's development.
Aedifica is paying more attention than ever to 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 and the Netherlands, etc.). The Group's ambitious sustainability strategy is paying off, as evidenced by the scores of different ESG assessments. The GRESB score, the Green Star Rating and the MSCI rating all increased significantly, while the Sustainalytics Risk
In 2021, Aedifica once again proved that it can deliver on its growth ambitions even in a volatile macroeconomic environment. STEFAAN GIELENS, CEO
STEFAAN GIELENS • SERGE WIBAUT
Rating continued to decrease and the Group's Sustainability Report was awarded an EPRA sBPR Gold Award for the second year in a row. In addition, Aedifica issued its first Sustainability Bond for a total size of €500 million, bringing the Group's sustainable financing to 28%.
In 2021, Aedifica once again proved that it can deliver on its growth ambitions even in a volatile macroeconomic environment. The Group intends to continue along this path in 2022 as well. In the new year, Aedifica already demonstrated its ambitions in terms of international growth with the completion of a series of projects in the Netherlands, Germany and Finland. In addition, various new investment opportunities are being analysed. Even without taking into account new investments, the Group's future growth is assured by its extensive investment programme.
Through the combination of new investments and existing agreements on the development, acquisition, renovation, expansion and redevelopment of numerous sites, Aedifica can build up a portfolio of high-quality buildings that offer attractive net returns and further strengthen its position as a European market reference in listed healthcare real estate.
For the 2022 financial year, EPRA Earnings* are expected to amount to €4.77 per share. The Board of Directors anticipates a 9% increase in the gross dividend to €3.70 per share.
Serge Wibaut Chairman of the Board of Directors
Stefaan Gielens Chief Executive Officer FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
14 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
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 24% annually to €4.9 billion. In 2021, we have again fulfilled our ambitions as international reference player by implementing a sizeable amount of new investments, completing over 40 development projects and adding Ireland and Spain as new countries to the portfolio. The fact that investors like Aedifica's recipe was reflected in the strong demand for the Group's inaugural Sustainability Bond supported by S&P's investment-grade credit rating and several successful capital increases.

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LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
9 sites >780 residents 43,000 m² €92 m fair value €89 m in pipeline 24 years WAULT1 5.3% rental yield2
6,700 residents 297,400 m² €822 m fair value €66 m in pipeline 22 years WAULT1 6.4% rental yield2
22 sites 120 residents & 600 children 16,000 m² €78 m fair value €8 m in pipeline 13 years WAULT1 5.0% rental yield2
198 sites 3,000 residents & 10,600 children 229,700 m² €860 m fair value €100 m in pipeline 12 years WAULT1 5.4% rental yield2

NEW 2021
SPAIN 1 plot of land €3 m in pipeline
83 sites 8,600 residents 507,500 m² €1,213 m fair value €74 m in pipeline 22 years WAULT1 5.3% rental yield2
72 sites >3,200 residents 348,200 m² €564 fair value €75 m in pipeline 18 years WAULT1 5.5% rental yield2
101 sites >10,300 residents 588,700 m² €1,058 m fair value €352 m in pipeline 23 years WAULT1 5.2% rental yield2
Weighted average unexpired lease term.
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 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).
Fair value of the marketable investment properties including assets classified as held for sale* and the right of use related to plots of land held in 'leasehold' in accordance with IFRS 16.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| IN FULL EXPANSION | OUR TEAM | |||
| 587 SITES +91 |
2,030,000 m² +279,000 m² |
114 EMPLOYEES |
40 years AVERAGE AGE |
|
| 20 years WAULT1 |
€4,744 m FAIR VALUE3 (+€ 1,071 m) |
39 WOMEN |
75 MEN |
|
| €767 m IN PIPELINE |
100% OCCUPANCY RATE |
|||
| >32,700 RESIDENTS +5,100 |
5.5% RENTAL YIELD2 |

42.6% DEBT-TO-ASSETS RATIO

EPRA EARNINGS*

BBB with stable outlook S&P CREDIT RATING

28% SUSTAINABLE FINANCING


Human rights policy

In 2021, Aedifica acquired a care home and announced a forward purchase amounting to approx. €37 million. In addition, the Group announced that it will invest €47 million in the redevelopment of eight Brussels care homes. Four extension and renovation projects were completed as well.
In May 2021, Aedifica announced a €47 million investment in the redevelopment of eight care homes in Brussels, focussing on social and environmental sustainability. Thanks to this future-proofing project, the Group can guarantee that high-quality care will continue to be provided in these care properties in the future.

4 PROJECTS COMPLETED

RÉSIDENCE LE DOUAIRE • ANDERLUES, BE DEVELOPMENT PROJECT TO BE COMPLETED BY 2024

By improving the sustainability of our portfolio, we not only contribute to a solution for the climate crisis, we also have an opportunity to invest in adaptations that improve the quality of life of residents and strengthen social cohesion.
STÉPHANIE LOMME, COUNTRY MANAGER BELGIUM
SORGVLIET • LINTER, BE CARE HOME, EXTENSION PROJECT COMPLETED IN JULY 2021
In 2021, Aedifica's portfolio in Germany crossed the €1 billion mark through the acquisition of 22 care homes and the completion of seven development projects. In addition, construction started on five care campuses from the second framework agreement with Specht Gruppe concluded in 2020.
Thanks to our sizeable investment programme, Aedifica is taking a major step forward in expanding its German portfolio. As such, we continue to build the healthcare real estate of the future while providing a solution for the care and housing needs of Germany's ageing population.
HEINZ BEEKMANN, COUNTRY MANAGER GERMANY In Germany, Aedifica has a sizeable investment programme of numerous new developments and refurbishment projects amounting to more than €350 million and representing 46% of the total investment programme. Upon completion of these projects, the German portfolio will amount to over €1.4 billion, making it Aedifica's most extensive portfolio in a single country.

SENIORENZENTRUM ALTE ZWIRNEREI • GERSDORF, DE - ACQUIRED IN 2021
IN NEW INVESTMENTS MADE & PROJECTS ANNOUNCED
7 PROJECTS COMPLETED
€1 billion TOTAL PORTFOLIO SIZE
€350 million INVESTMENT PROGRAMME

SENIORENQUARTIER WOLFSBURG • WOLFSBURG, DE DEVELOPMENT PROJECT COMPLETED IN DECEMBER 2021

ASPIDA PFLEGECAMPUS PLAUEN • PLAUEN, DE AEDIFICA DONATED €7,500 TO THE CARE CAMPUS TO PURCHASE REHABILITATION EQUIPMENT.
Aedifica's care home in Plauen brings together different generations and provides care not only for the elderly, but also for young people who can no longer live independently. Because young people have different care needs from older people, this innovative care campus offers generation-specific services so that everyone can feel at home. In addition to a video lounge, gym, roof terrace, etc., there are regular excursions for residents to concerts and events.
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
In 2021, Aedifica acquired two fully operational care residences and added seven new development projects to its investment programme in the Netherlands. As a result, the Group implemented and announced approx. €63 million in new investments. Four development projects were completed as well.

WAARDER MOLENDIJK • WAARDER, NL DEVELOPMENT PROJECT TO BE COMPLETED BY 2023
IN NEW INVESTMENTS MADE & PROJECTS ANNOUNCED
4 PROJECTS COMPLETED
In October 2021, Aedifica entered into a strategic partnership with Dunavast-Sonneborgh to jointly develop healthcare real estate in the Netherlands, in particular in the non-profit segment.

LTS WINSCHOTEN • WINSCHOTEN, NL CARE CAMPUS COMPLETED IN DECEMBER 2020
Joining forces with Dunavast-Sonneborgh opens up new opportunities for continued growth in the Netherlands, in particular in the non-profit segment. Thanks to our combined experience, even more Dutch seniors can count on us for sustainable, innovative care concepts that put residents centre stage and give them space to receive care in the ways they prefer.
CHARLES-ANTOINE VAN AELST, CIO
Aedifica made investments and announced new projects in the UK amounting to approx. €110 million. Five care homes were acquired in the course of the year, with three development projects added to the investment programme. In addition, two forward purchases and two extension projects were completed.
Aedifica has established a local team in the United Kingdom by integrating its long-time British asset management partner Layland Walker. By welcoming the team into the Aedifica family, we are creating a perfect opportunity to further expand our activities in the UK.
€110 million IN NEW INVESTMENTS MADE & PROJECTS ANNOUNCED
4 PROJECTS COMPLETED
Local team ESTABLISHED

AEDIFICA'S LOCAL UK TEAM

AYLESBURY MARTIN DALBY • AYLESBURY, UK DEVELOPMENT PROJECT TO BE COMPLETED BY THE END OF 2022

ABBOTS WOOD MANOR • HAILSHAM, UK CARE HOME ACQUIRED IN JANUARY 2021
The UK healthcare real estate market offers Aedifica many opportunities for further growth. The UK's population aged 80 and over is expected to double to 10% of the total population by 2050. In addition, the market is still very fragmented due to the large number of local private players operating small and outdated buildings.
BRUCE WALKER, COUNTRY MANAGER UK
In 2021, the Hoivatilat team made investments and announced new projects in Finland amounting to approx. €95 million. Seven care properties were acquired over the year, with nine development projects added to the investment programme. In addition, 20 development projects amounting to €85 million were completed. The projects in our Finnish investment programme are designed and developed by our local Hoivatilat team.
This service community in Lohja is the perfect example of what the future of healthcare real estate in Finland looks like: a state-of-the-art care campus combining elderly care and child day care provided by two different care operators, perfectly integrated in its neigbourhood.


The regularity with which we add new projects to our development pipeline highlights the continued appetite of Finnish care operators and cities for our real estate concepts. As the demand for our care properties remains high, we look forward to further developing our activities in Northern Europe. Together we create a better society.
ATTE NIITTYLÄ, CEO HOIVATILAT FINLAND

HELSINKI KANSANTIE • HELSINKI, FI DEVELOPMENT PROJECT TO BE COMPLETED BY THE END OF 2022
LOHJA SAHAPIHA • LOHJA, FI SERVICE COMMUNITY COMPLETED IN JUNE 2021
€95 million IN NEW INVESTMENTS MADE & PROJECTS ANNOUNCED 20
PROJECTS COMPLETED
This modern school is designed and developed by our Hoivatilat team, as its bid was selected in a tender by the city of Helsinki.
In 2021, Aedifica acquired a large portfolio of 16 recent healthcare properties, further strengthening our position in the Swedish market. In addition, the construction of a new specialist residential care centre for people with special needs was announced in August, while two schools were completed in the second half of 2021. As in Finland, the projects in our Swedish investment programme are designed and developed by our local Hoivatilat team.
In September 2021, Aedifica acquired a sizeable portfolio of 14 existing care properties and two development projects.
IN NEW INVESTMENTS MADE & PROJECTS ANNOUNCED
2 PROJECTS COMPLETED

SUNNERSTA 120:2 & 120:4 • UPPSALA, SE SPECIALIST RESIDENTIAL CARE CENTRE ACQUIRED IN SEPTEMBER 2021

The acquisition of the portfolio of 16 care properties has an important strategic value, as it has given us the opportunity to increase our visibility in the Swedish market and develop relationships with new operators and municipalities. This opens new opportunities for the further expansion of our portfolio through own developments.
MARIA FRID, CEO HOIVATILAT SWEDEN FUTUREPROOF AEDIFICA
In 2021, Aedifica took its first steps into Ireland with a sizeable series of investments in seven existing care homes and five new development projects. In less than a year, the Group has accumulated a portfolio of that will amount to approx. €180 million upon completion of the announced projects.

In October 2021, Aedifica announced the construction of three new care homes in Tramore, Waterford City and Kilkenny. Delivering on our sustainability commitments, all three care homes will be very energy efficient buildings.

DUBLIN STEPASIDE • DUBLIN, IE DEVELOPMENT PROJECT TO BE COMPLETED BY 2023

BUNCLODY CARE HOME • BUNCLODY, IE CARE HOME ACQUIRED IN FEBRUARY 2021

BRÍDHAVEN • MALLOW, IE CARE HOME ACQUIRED IN FEBRUARY 2021
Aedifica did not miss its mark when it entered Ireland. Since our first investment in February 2021, we have developed a significant portfolio that strengthened our position and visibility in the Irish market.
STEFAAN GIELENS, CEO
AEDIFICA ON STOCK MARKET RISK FACTORS EPRA
At the end of 2021, Aedifica announced its first investment in Spain. The Group's ambition is to invest €75 million in the development of a series of greenfield projects with an experienced local partner. The first projects will start construction in 2022.
Aedifica and Neurocare Home are joining forces and have signed a partnership agreement to combine their expertise in healthcare operations and healthcare real estate. Within the framework of this agreement, Aedifica aims to invest in a series of high-quality care home projects to be developed by Neurocare Home, that will operate the care properties upon completion. This allows Aedifica, in cooperation with an experienced local partner, to acquire healthcare real estate that will be newly built and futureproof.
INITIAL PORTFOLIO OF 1,000 units €75 million INVESTMENT
Spain provides an attractive investment opportunity, as the care market is still relatively fragmented and the ageing population and a lack of adequate senior housing will lead to increasing demand for high-quality healthcare real estate. And we are already working on the further development of our activities in Spain.
SVEN BOGAERTS, CM&AO

IN 2021 OUR STRATEGY
SENIORENZENTRUM ALTE ZWIRNEREI • GERSDORF, DE

In September, Aedifica has successfully priced its first benchmark Sustainability Bond for a total size of €500 million. 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 will be used to (re) finance environmentally sustainable care properties under the updated Sustainable Finance Framework.
page 50
Aedifica completed one capital increase in cash and two capital increases by contribution in kind, raising more than €330 million and providing the Group with sufficient financial resources for further growth.
page 51
In August, Aedifica received its first issuer credit rating by S&P Global. The Group was assigned a BBB investment-grade rating with a stable outlook. The rating allows Aedifica to benefit from better access to capital markets with attractive financing conditions and to appeal to a broader investor base.
page 50
In 2021, Aedifica further diversified its portfolio and made its first investments in Ireland and Spain. In Ireland, Aedifica has already announced investments of €180 million, while in Spain the Group has entered into a partnership agreement for the development of an initial portfolio of €75 million.
pages 24-25
Aedifica's ambitious sustainability strategy is paying off, as evidenced by the scores of different ESG assessments. The GRESB score, the Green Star Rating and the MSCI rating all increased significantly, while the Sustainalytics Risk Rating continued to decrease and the Group's Sustainability Report was awarded an EPRA sBPR Gold Award for the second year in a row.
| 2021 | 2020 | |
|---|---|---|
| EPRA sBPR | Gold | Gold |
| GRESB | 66 | 57 |
| Sustainalytics Risk Rating | Low (11.9) | Low (17.8) |
| MSCI | BBB | BB |
In 2021, Aedifica conducted an employee survey with Great Place to Work among its teams in Belgium, the Netherlands and Germany. After the survey and an in-depth analysis of the company culture, Aedifica was already recognised as a great workplace in its first participation, allowing it to carry the Great Place to WorkCertified® label throughout 2022. The Finnish and Swedish Hoivatilat team was awarded the label as well.
page 96
These solid results are a great reward for the efforts made by the team over the past year. Thanks to our ambitious CSR action plan, we will continue to make progress on corporate social responsibility in the coming years.
RAOUL THOMASSEN, COO
€ 943.5 m IN NEW INVESTMENTS & PROJECTS IN 100 SITES
41 projects OF THE INVESTMENT PROGRAMME COMPLETED TOTALLING €289 MILLION

We are delighted that our staff already recognised Aedifica as a 'Great Place to Work' in our first survey participation. WERNER DIGNEF, HR
AEDIFICA
IN 2021 OUR STRATEGY
As Aedifica continues to grow and expand into new countries, the Group streamlined its corporate structure in 2021. In the course of 2021, an operating model was designed that efficiently interweaves Aedifica's core business activities at the level of the head office and the local teams, while maximising local responsiveness and knowledge sharing.
• Each local team focuses on Aedifica's core business activities, while relying on the Brussels head office for support services (Finance, Legal, HR, IT, etc.).
• 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.
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.
This futureproof operating model enables us to further replicate our success formula in each of the countries in which we operate, while respecting the unique client requirements in each local market.



Since all countries' reporting is managed through a single central system, we can maintain our flexible business structure with short decision lines within a growing organisation. We can now easily scale up and extend our processes to other regions and segments.
After Aedifica implemented an 'enterprise resource planning' (ERP) system in 2020 to run corporate reporting through one central system, the Group further rolled out the system in 2021 and extended it to the foreign subsidiaries. A treasury management system was implemented providing visibility and reporting to optimise cash, manage liquidity and monitor debt and intercompany loans. Aedifica now has the right tools in place for oversight and control with streamlined processes across the Group.
As of January 2021, the accounting of about 36 entities was managed on the ERP system from the Brussels head office; by the end of 2021, that number had already increased to 45 entities.

| Consolidated income statement - analytical format (x €1,000) | 31/12/2021 (12 months) |
31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Rental income | 232,118 | 187,535 | 259,505 |
| Rental-related charges | -686 | -2,753 | -3,344 |
| Net rental income | 231,432 | 184,782 | 256,161 |
| Operating charges* | -38,105 | -33,228 | -44,539 |
| Operating result before result on portfolio | 193,327 | 151,554 | 211,622 |
| EBIT margin* (%) | 83.5% | 82.0% | 82.6% |
| Financial result excl. changes in fair value* | -32,162 | -28,323 | -38,755 |
| Corporate tax | -9,718 | -7,703 | -11,530 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings |
360 | 798 | 1,568 |
| Non-controlling interests in respect of EPRA Earnings | -328 | -158 | -187 |
| EPRA Earnings* (owners of the parent) | 151,479 | 116,168 | 162,718 |
| Denominator (IAS 33) | 34,789,526 | 27,472,976 | 26,512,206 |
| EPRA Earnings* (owners of the parent) per share (€/share) | 4.35 | 4.23 | 6.14 |
| EPRA Earnings* | 151,479 | 116,168 | 162,718 |
| Changes in fair value of financial assets and liabilities | 14,813 | -5,587 | -2,169 |
| Changes in fair value of investment properties | 160,211 | 5,069 | 25,049 |
| Gains and losses on disposals of investment properties | 534 | -1,827 | -559 |
| Tax on profits or losses on disposals | -559 | 0 | 0 |
| Negative goodwill / goodwill impairment | -3,540 | 0 | 0 |
| Deferred taxes in respect of EPRA adjustments | -46,452 | -11,041 | -14,811 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above |
6,011 | 1,180 | 3,007 |
| Non-controlling interests in respect of the above | -673 | -68 | -167 |
| Roundings | 0 | 0 | 0 |
| Profit (owners of the parent) | 281,824 | 103,894 | 173,068 |
| Denominator (IAS 33) | 34,789,526 | 27,472,976 | 26,512,206 |
| Earnings per share (owners of the parent - IAS 33 - €/share) | 8.10 | 3.78 | 6.53 |
In order to allow comparison with the previous period (due to the extension of the 2019/2020 financial year), the figures as of 31 December 2020 were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period).
See Note 44.6.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Investment properties (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Marketable investment properties in fair value incl. assets classified as held for sale* | 4,686,521 | 3,621,522 |
| Right of use of plots of land | 57,947 | 51,825 |
| Development projects | 151,954 | 141,320 |
| Total of investment properties in fair value incl. assets classified as held for sale* | 4,896,422 | 3,814,667 |
| Net asset value per share (in €) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Net asset value after deduction of the 2019/2020 dividend2 , excl. changes in fair value of hedging instruments* |
77.35 | 65.75 |
| Effect of the changes in fair value of hedging instruments | -0.75 | -1.58 |
| Net asset value after deduction of the 2019/2020 dividend2 | 76.60 | 64.17 |
| Number of share outstanding (excl. treasury shares) | 36,308,157 | 33,086,572 |
| Consolidated balance sheet (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Investment properties including assets classified as held for sale* | 4,896,422 | 3,814,667 |
| Other assets included in debt-to-assets ratio | 258,725 | 252,274 |
| Other assets | 6,720 | 234 |
| Total assets | 5,161,867 | 4,067,175 |
| Equity | ||
| Equity excl. changes in fair value of hedging instruments* | 2,808,488 | 2,222,523 |
| Effect of the changes in fair value of hedging instruments | -27,317 | -52,212 |
| Non-controlling interests | 4,226 | 2,625 |
| Equity | 2,785,397 | 2,172,936 |
| Liabilities included in debt-to-assets ratio | 2,197,130 | 1,757,683 |
| Other liabilities | 179,339 | 136,556 |
| Total equity and liabilities | 5,161,867 | 4,067,175 |
| Debt-to-assets ratio (%) | 42.6% | 43.2% |
| Key performance indicators according to the EPRA principles | 31/12/2021 (12 months) |
31/12/2020 (18 months) |
|---|---|---|
| EPRA Earnings* (in €/share) | 4.35 | 6.14 |
| EPRA NRV* (in €/share) | 88.36 | 74.01 |
| EPRA NTA* (in €/share) | 76.05 | 62.92 |
| EPRA NDV* (in €/share) | 72.35 | 58.70 |
| EPRA Net Initial Yield (NIY) (in %) | 4.9% | 5.2% |
| EPRA Topped-up NIY (in %) | 5.1% | 5.3% |
| EPRA Vacancy Rate (in %) | 0.5% | 0.2% |
| EPRA Cost Ratio (including direct vacancy costs)* (in %) | 16.7% | 18.5% |
| EPRA Cost Ratio (excluding direct vacancy costs)* (in %) | 16.7% | 18.5% |
FUTUREPROOF AEDIFICA
BUSINESS REVIEW
32 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
Aedifica specialises in investments in European healthcare real estate, with a particular focus on housing for elderly people with care needs. Thanks to our successful strategy over the past sixteen years, our Group has established itself as a market reference in listed healthcare real estate in Europe and aims to further reinforce this position in the coming years.
The Group's strategy is bearing fruit. The fair value of our real estate portfolio* reached €4.9 billion, averaging a compound annual growth rate of 24%. This growth allows Aedifica to implement several economies of scale, further optimising its performance.
AEDIFICA ON
STOCK MARKET RISK FACTORS EPRA
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
– 33
Aedifica's strategy relies on four main pillars: growth potential, expertise, diversification and Corporate Social Responsibility1 . By investing in a sector with a demographically driven growth potential, leveraging our expertise and diversifying our investments along three axes, Aedifica sets the stage for continued growth in the years to come.
INVESTING IN THE INCREASING NEED FOR HEALTHCARE REAL ESTATE

LEVERAGING EXPERTISE AND KNOWLEDGE DEVELOPED OVER THE PAST 16 YEARS

The Group is an involved and proactive investment partner with an offer that ranges from development to redevelopment, acquisition and/or renovation of buildings, always combining innovative care concepts, new technologies and sustainability.
See page 36-37.
DIVERSIFYING IN TERMS OF GEOGRAPHY, TYPE OF TENANTS AND TYPE OF BUILDINGS

• 8 countries
130 groups of professional and specialised healthcare providers
BREAKDOWN OF BUILDING TYPES IN FAIR VALUE (%)
• Combining multiple types of care at a single location



Sustainable entrepreneurship is an integral part of Aedifica's DNA. We believe that our company's long-term growth and success depend on the well-being of our buildings' residents and, more generally, on our relevance to society. Committed to supporting the people and communities around us and protecting the planet, we join forces with our operational partners to make environmentally and socially responsible investments and developments.

Our Corporate Social Responsibility Strategy is focused on three main areas: reducing our environmental footprint, strengthening our stakeholder relationships and continuing to grow into a sustainable organisation that leads the healthcare real estate sector in Europe.

IN 2021 OUR STRATEGY
BUSINESS REVIEW IN 2021 OUR BUSINESS REVIEW
CORPORATE GOVERNANCE
AEDIFICA
LETTER TO THE STAKEHOLDERS



38 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
+24 % CAGR1
WAULT
20 years
€ 4.9 bn
FAIR VALUE OF REAL ESTATE PORTFOLIO* Sustainable development framework
IMPLEMENTED IN EACH COUNTRY
Great Place to Work
LABEL OBTAINED
Improved sustainability scores
GRESB, MSCI, SUSTAINALYTICS & EPRA SBPR
– 39
* 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.
AEDIFICA
IN 2021 OUR STRATEGY
Name Type Location Date Investment (€ million)2 Pipeline (€ million)3 Gross rental yield (approx. %) Completion/ implementation Lease Operator Belgium 20 64 8 Orpea care homes Renovation & redevelopment (focus on sustainability) Brussels 28/05/2021 - 47 In line with general BE rental yield 2024-2027 15-year lease extension - NNN Orpea Domaine de la Rose Blanche Acquisition Durbuy 29/06/2021 20 - 4.5% - 27 yrs - NNN My-Assist Résidence le Douaire Forward purchase Anderlues 10/10/2021 - 17 4.5% Q1 2024 27 yrs - NNN Vulpia Germany 286 70 Azurit portfolio (19 sites) Acquisition Germany 31/03/2021 245 - 5% - 25 yrs - NN Azurit 5 care campuses that are part of the 2nd framework agreement with Specht Gruppe Acquisition & development Germany 29/06/2021 8 70 5% 2022-2023 30 yrs - NNN Master lease with Specht Gruppe Haus Wedau & Haus Marxloh Acquisition Duisburg 26/11/2021 18 - 5.5% - 25 yrs - NN Procuritas Sz Borna Acquisition Borna 01/12/2021 15 - 5% - 25 yrs - NN Azurit Netherlands 23.5 39 Stepping Stones Blaricum4 Acquisition & development Blaricum 26/01/2021 1 3 5.5% Q2 2022 NNN Korian Netherlands Martha Flora Oegstgeest Acquisition & development Oegstgeest 25/02/2021 2 5 5.5% Q2 2022 25 yrs - NNN Martha Flora Zuyder Haven Oss & Buyten Haven Dordrecht Acquisition Oss & Dordrecht 30/03/2021 8 - 6% - WAULT 12 yrs - NN Zorghaven Groep Martha Flora Breda Acquisition & development Breda 28/05/2021 2.5 5 5.5% Q4 2022 25 yrs - NNN Martha Flora De Volder Staete Acquisition & development Almere 06/07/2021 1.5 10 5.5% Q4 2022 25 yrs - NNN Amado Zorg & Stichting Pinahuis Alphen Raadhuisstraat5 Acquisition & development Alphen a/d Rijn 16/12/2021 3 4 5.5% Q4 2022 15 yrs - NN Stichting Fundis
This financial report 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.
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, Sweden and Spain), in particular for the plots of land that have already been acquired).
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 pages 83-85).

| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Type | Location | Date | Investment (€ million)2 |
Pipeline (€ million)3 |
Gross rental yield (approx. %) |
Completion/ implemen tation |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| Waarder Molendijk5 Acquisition & | development | Waarder | 16/12/2021 | 3 | 5 | 5.5% | Q2 2023 | 15 yrs - NN | Stichting Fundis |
| Tiel Bladergroenstraat |
Acquisition & development |
Tiel | 16/12/2021 | 2.5 | 7 | 5.5% | Q2 2023 20 yrs - NNN | Saamborgh | |
| United Kingdom6 | 80 | 30 | |||||||
| Abbot Care Home | Acquisition | Harlow | 14/01/2021 | 45 | - | 5.5% | - 30 yrs - NNN | Excelcare | |
| Stanley Wilson Lodge |
Saffron Walden |
||||||||
| St Fillans Care Home |
Colchester | ||||||||
| Shipley Canal Works |
Acquisition & development |
Shipley | 05/03/2021 | 2 | 8 | 6% | Q3 2022 30 yrs - NNN | Burlington | |
| Aylesbury Martin Dalby |
Acquisition & development |
Aylesbury | 17/05/2021 | 2 | 10 | 7% | Q4 2022 30 yrs - NNN | Maria Mallaband |
|
| Wellingborough Glenvale Park |
Acquisition & development |
Welling borough |
02/07/2021 | 3 | 12 | 5.5% | Q1 2022 35 yrs - NNN | Halcyon Care Homes |
|
| The Uplands | Acquisition | Shrewsbury | 25/10/2021 | 14 | - | 6.5% | - 30 yrs - NNN | Bondcare | |
| Corby Priors Hall Park 7 |
Development | Corby | 26/11/2021 | 14 | - | 5.5% | - 30 yrs - NNN | Halcyon Care Homes |
|
| Finland | 29.5 | 65 | |||||||
| Jyväskylä Haukankaari |
Development | Jyväskylä | 28/01/2021 | - | 3 | 6% | Q1 2022 | 20 yrs - NN | Rinnekoti |
| Turku Herttuankulma |
Development | Turku | 28/01/2021 | - | 6 | 6% | Q4 2022 | 20 yrs - NN | Ikifit |
| Espoo Rajamännynahde |
Acquisition | Espoo | 01/02/2021 | 4 | - | 6.5% | - | 20 yrs - NN | Pihlanjantertut Ry |
| Laukaa Peurungantie |
Acquisition | Laukaa | 19/02/2021 | 4 | - | 6.5% | - | 15 yrs - NN | Peurunka Oy |
| Tampereen Haiharansuu |
Development | Tampere | 15/03/2021 | - | 3 | 6.5% | Q1 2022 | 15 yrs - NN | Tampereen ensija turvakoti |
| Kokkola Ilkantie | Acquisition | Kokkola | 28/06/2021 | 12.5 | - | 7% | - | WAULT | Multiple |
| Kokkola Metsämäentie Kokkola Kärrytie |
8 yrs - NN | tenants | |||||||
| Kangasala Vällintie | Development | Kangasala | 28/06/2021 | - | 2.5 | 6.5% | Q4 2022 | 15 yrs - NN | Pilke |
| Oulu Juhlamarssi | Development | Oulu | 28/06/2021 | - | 7 | 6.5% | Q3 2022 | 15 yrs - NN | Attendo |
| Kotka Särmääjänkatu8 |
Development | Kotka | 31/08/2021 | 3 | - | 6.5% | - | 15 yrs - NN | Autismisäätiö |
| Kuopio Opistotie | Development | Kuopio | 06/09/2021 | 2 | 11 | 6% | Q4 2022 | 15 yrs - NN | Norlandia |
| Helsinki Ensikodintie |
Redevelopment Helsinki | 30/09/2021 | - | 12 | 6% | Q4 2022 | 30 yrs - NN | Helsingin Ensikoti |
|
| Tampere service community |
Development | Tampere | 30/09/2021 | 1 | 9 | 6% | Q1 2023 | 20 yrs - NN | 2 experienced operators |
| Helsinki Kansantie | Development | Helsinki | 20/10/2021 | - | 11.5 | 6% | Q4 2022 | 20 yrs - NN | Municipality of Helsinki |
| Nurmijärven Luhtavillantie9 |
Development | Nurmijärvi | 31/12/2021 | 3 | - | 7% | - | 15 yrs - NN | Pilke |
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.
This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake.
Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.
Development project announced on 22 March 2021 and construction completed on 26 November 2021.
Development project announced in Q1 2021 and construction completed on 31 August 2021.
Development project announced in Q1 2021 and construction completed on 31 December 2021.
| Name | Type | Location | Date | Investment (€ million)1 |
Pipeline (€ million)2 |
Gross rental yield (approx. %) |
Completion/ implemen tation |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| Sweden3 | 47.5 | 8 | |||||||
| 16 specialist residential care centres |
Acquisition subject to outstanding conditions |
Sweden | 08/09/2021 | 47 | 6 | 4.5% | 2 buildings in 2022 |
WAULT 13 yrs - NN |
Multiple tenants |
| Enköping Litslenavägen |
Development | Enköping | 19/08/2021 | 0.5 | 2 | 6% | Q3 2022 | 15 yrs - NN | Serigmo Care KÅS |
| Ireland | 97 | 81.5 | |||||||
| Brídhaven | Acquisition | Mallow | 12/02/2021 | 25 | - | 5.5% | - 25 yrs - NNN | Virtue | |
| Waterford care home New Ross care home Bunclody care home Killerig care home |
Acquisition | Waterford New Ross Bunclody Killerig |
17/06/2021 | 26 | - | 5.5% | - 25 yrs - NNN | Virtue | |
| Millbrook Manor | Acquisition & extension |
Saggart | 26/07/2021 | 13 | 4 | 5.5% | Q3 2022 25 yrs - NNN | Coolmine Caring Services Group |
|
| St. Doolagh's | Acquisition & development |
Balgriffin | 26/07/2021 | 5 | 14.5 | 5.5% | Q3 2022 25 yrs - NNN | Coolmine Caring Services Group |
|
| Dublin Stepaside | Acquisition & development |
Dublin | 23/08/2021 | 5 | 25 | 5.5% | Q3 2023 25 yrs - NNN | Virtue | |
| Altadore Nursing Home |
Acquisition | Dublin | 08/10/2021 | 18 | - | 5% | - 25 yrs - NNN | Virtue | |
| Tramore Nursing Home, Kilbarry Nursing Home & Kilkenny Nursing Home |
Acquisition & development |
Tramore, Waterford City & Kilkenny |
19/10/2021 | 5 | 38 | 5.5% | Q3 2022 - Q1 2023 |
25 yrs - NNN | Mowlam Healthcare |
| Spain | 2.5 | - | |||||||
| Salamanca Raimundo |
Acquisition & development |
Salamanca | 22/10/2021 | 2.5 | - | 5.5% | 2023 30 yrs - NNN | Neurocare Home |
|
| Total | 586 | 357.5 |
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, Sweden and Spain), in particular for the plots of land that have already been acquired).
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 pages 83-85).
Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.
For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding conditions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Type | Location | Date | Investment (€ million)4 |
Gross rental yield (approx. %) |
Lease | Operator |
|---|---|---|---|---|---|---|---|
| Belgium | 13.5 | ||||||
| Kasteelhof | Extension | Dendermonde | 01/01/2021 | 3 | 5.5% | 30 yrs - NNN | Korian Belgium |
| De Duinpieper | Extension & renovation |
Ostend | 01/06/2021 | 3 | 5.5% | 27 yrs - NNN | Dorian groep |
| Sorgvliet | Extension | Linter | 09/07/2021 | 6 | 5% | 20-year lease extension - NNN |
Korian Belgium |
| Plantijn | Extension | Kapellen | 25/08/2021 | 1.5 | 5% | 27-year lease extension - NNN |
Armonea |
| Germany | 112 | ||||||
| Seniorenquartier Kaemenas Hof |
Development | Bremen | 29/03/2021 | 15 | >5% | 30 yrs - NNN | EMVIA Living |
| Seniorenquartier Heiligenhafen |
Development | Heiligenhafen | 30/04/2021 | 13 | >5% | 30 yrs - NNN | EMVIA Living |
| Seniorenquartier Espelkamp |
Development | Espelkamp | 17/05/2021 | 15 | >5% | 30 yrs - NNN | EMVIA Living |
| SARA Senioren residenz Haus III |
Forward purchase |
Bitterfeld-Wolfen | 31/05/2021 | 10 | 5.5% | WAULT 28 yrs - NN |
SARA |
| Seniorenquartier Weyhe |
Development | Weyhe | 29/09/2021 | 15 | >5% | 30 yrs - NNN | EMVIA Living |
| Seniorenquartier Wolfsburg |
Development | Wolfsburg | 21/12/2021 | 28 | >5% | 30 yrs - NNN | EMVIA Living |
| Seniorenquartier Cuxhaven |
Development | Cuxhaven | 22/12/2021 | 16 | >5% | 30 yrs - NNN | EMVIA Living |
| Netherlands | 35 | ||||||
| Villa Nuova | Development | Vorden | 23/02/2021 | 5 | 5.5% | 20 yrs - NNN | Korian Netherlands |
| Nieuw Heerenhage |
Development | Heerenveen | 15/06/2021 | 20 | 5.5% | 25 yrs - NNN | Stichting Rendant |
| Martha Flora Hulsberg |
Development | Hulsberg | 17/11/2021 | 5 | 5.5% | 25 yrs - NNN | Martha Flora |
| Martha Flora Dordrecht |
Development | Dordrecht | 08/12/2021 | 5 | 5.5% | 25 yrs - NNN | Martha Flora |
| United Kingdom3 | 36.5 | ||||||
| Hamberley Hailsham |
Forward purchase |
Hailsham | 28/01/2021 | 16 | 5.5% | 25 yrs - NNN | Hamberley Care Homes |
| Bessingby Hall | Extension | Bessingby | 31/01/2021 | 1 | 6% | WAULT 22 yrs - NNN |
Burlington |
| The Sycamores | Extension | Wakefield | 10/06/2021 | 1 | 6% | WAULT 18 yrs - NNN |
Burlington |
| Priesty Fields | Forward purchase |
Congleton | 20/10/2021 | 18.5 | 5.5% | 30 yrs - NNN | Handsale |

| Name | Type | Location | Date | Investment (€ million)1 |
Gross rental yield (approx. %) |
Lease | Operator |
|---|---|---|---|---|---|---|---|
| Finland | 85 | ||||||
| Kempele Ihmemaantie |
Development | Kempele | 22/01/2021 | 2 | 6.5% | 20 yrs - NN | Kotoisin |
| Oulunsalon Vihannestie |
Development | Oulu | 26/02/2021 | 1 | 7% | 15 yrs - NN | Siriuspäiväkodit |
| Porin Kerhotie | Development | Pori | 19/03/2021 | 3 | 7% | 15 yrs - NN | Dagmaaria |
| Lohjan Sahapiha (elderly care) |
Development | Lohja | 30/06/2021 | 7 | 6% | 15 yrs - NN | Attendo |
| Lohjan Sahapiha (child day-care) |
Development | Lohja | 30/06/2021 | 1 | 6% | 15 yrs - NN | Pilke |
| Kuopion Männistönkatu |
Development | Kuopio | 30/06/2021 | 5 | 6% | 15 yrs - NN | Municipality of Kuopio |
| Kuopion Amerikanraitti |
Extension | Kuopio | 15/07/2021 | 1 | 8% | 15 yrs - NN | Priimi |
| Lohja Porapojankuja |
Development | Lohja | 16/07/2021 | 2 | 5.5% | 20 yrs - NN | Aspa |
| Raahe care home |
Development | Raahe | 15/08/2021 | 7.5 | 5.5% | 15 yrs - NN | Municipality of Raahe |
| Kajaani Uitontie | Development | Kajaani | 31/08/2021 | 3 | 7% | 20 yrs - NN | Suomen Kristilliset Hoivakodit |
| Oulu Ukkoherrantie |
Development | Oulu | 17/09/2021 | 2.5 | 6.5% | 20 yrs - NN | Rinnekoti |
| Kuusankosken Keva |
Development | Kouvola | 30/09/2021 | 2.5 | 6.5% | 15 yrs - NN | Validia |
| Oulu Salonpään koulu |
Development | Oulu | 30/09/2021 | 6 | 7% | 25 yrs - NN | Municipality of Oulu |
| Espoon Matinkartanontie |
Development | Espoo | 08/11/2021 | 19 | 6.5% | 25 yrs - NN | Kristillinen koulu |
| Oulu Valjastie | Development | Oulu | 30/11/2021 | 5 | 9% | 25 yrs - NN | Municipality of Oulu |
| Salo Papinkuja | Development | Salo | 30/11/2021 | 4 | 6% | 20 yrs - NN | Huhtihovi |
| Hämeenlinna Kampuskaarre |
Development | Hämeenlinna | 15/12/2021 | 3 | 6.5% | 20 yrs - NN | Stafiko |
| Jyväskylä Harjutie |
Development | Jyväskylä | 21/12/2021 | 2.5 | 7% | 15 yrs - NN | Musiikkipäiväkoti Priimi |
| Turun Lemmontie |
Development | Turku | 29/12/2021 | 3 | 6% | 15 yrs - NN | Rinnekoti |
| Helsingin Työn johtajankadun Seppä 3 |
Development | Helsinki | 30/12/2021 | 5 | 6% | 10 yrs - NN | Pääkaupungin turvakoti |
| Sweden2 | 7 | ||||||
| Upplands Väsby Havregatan |
Development | Upplands Väsby | 01/08/2021 | 3.5 | 6.5% | 15 yrs - NN | Norlandia Förskolor |
| Förskola Kallinge Development | Ronneby | 15/11/2021 | 3.5 | 7% | 15 yrs - NN | Täby pedagogerna |
|
| Total | 289 |
For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding conditions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings.
Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Location | Country | Date | Selling price (€ million)2 |
|---|---|---|---|---|
| Randolph House | Scunthorpe | United Kingdom | 08/02/2021 | 1.3 |
| De Notelaar (plot of land) | Olen | Belgium | 22/03/2021 | 0.3 |
| Service-Residenz Schloss Bensberg |
Bergisch Gladbach | 30/06/2021 | 17.5 | |
| Martha Flora Lochem | Lochem | Netherlands | 02/08/2021 | 2.0 |
| The Elms | Sutton | United Kingdom | 26/08/2021 | 0.9 |
| Bois de la Pierre (plot of land) |
Waver | Belgium | 24/09/2021 | 0.2 |
| Residentie La Tour | Roermond | Netherlands | 06/10/2021 | 9.7 |
| Vinea Domini (plot of land) | Witmarsum | Netherlands | 19/11/2021 | 0.0 |
| Devonshire House & Lodge Elburton Heights |
Plymouth | United Kingdom | 23/11/2021 | 7.7 |
| De Notelaar (plot of land) | Olen | Belgium | 14/12/2021 | 0.2 |
| Residentie Sibelius | Oss | Netherlands | 22/12/2021 | 14.2 |
| Total | 54.0 |

CONSTRUCTION SITE IN FINLAND
| Name | Type | Location | Date | Investment (€ million)1 |
Pipeline (€ million)2 |
Gross rental yield (approx. %) |
Comple tion/ implemen tation |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| United Kingdom3 | - | 16 | |||||||
| Market Drayton Great Hales |
Development | Market Drayton |
17/02/2022 | - | 16 | 6% | Q1 2023 | 30 yrs - NNN |
MMCG |
| Finland | - | 10 | |||||||
| Liminka Saunarannantie |
Development | Liminka | 16/03/2022 | - | 2.5 | 6% | Q3 2022 | 15 yrs - NN | Pilke |
| Kerava Lehmuskatu |
Development | Kerava | 16/03/2022 | - | 7.5 | 6% | Q4 2022 | 20 yrs - NNN |
Municipality of Kerava |
| Ireland | 5.5 | 26.5 | |||||||
| Dublin Crumlin | Development | Dublin | 16/03/2022 | 5.5 | 26.5 | 5.5% | Q4 2023 | 25 yrs - NNN |
Bartra Healthcare |
| Total | 5.5 | 52.5 |
| Name | Type | Location | Date | Investment (€ million)4 |
Gross rental yield (approx. %) |
Lease | Operator |
|---|---|---|---|---|---|---|---|
| Germany | 7 | ||||||
| Seniorenhaus Lessingstrasse |
Acquisition subject to outstanding conditions |
Wurzen | 01/02/2022 | 7 | 5.5% | 25 yrs - NN | Seniorenhaus Lessingstrasse |
| Netherlands | 23 | ||||||
| LLT Almere Buiten | Development | Almere | 01/02/2022 | 7 | 5.5% | 20 yrs - NNN | Saamborgh |
| Het Gouden Hart Soest5 |
Development | Soest | 04/02/2022 | 3 | 5.5% | NNN | Korian Netherlands |
| Het Gouden Hart Lelystad5 |
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 |
| Stepping Stones Blaricum5 |
Development | Blaricum | 28/02/2022 | 4 | 5.5% | NNN | Korian Netherlands |
| Finland | 3 | ||||||
| Jyväskylä Haukankaari | Development | Jyväskylä | 31/01/2022 | 3 | 6% | 20 yrs - NN | Rinnekoti |
| Total | 33 |
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, Sweden and Spain), in particular for the plots of land that have already been acquired).
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.
Amounts in £ and SEK were converted into € based on the exchange rate of the transaction date.
For completed development projects, the amounts in this column only include the works that were carried out. For acquisitions of which the outstanding conditions have been fulfilled, this amount includes the contractual value of the plots of land and the existing buildings.
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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Location | Country | Date | Selling price (€ million) |
|---|---|---|---|---|
| Oulun Rakkakiventie | Oulu | Finland | 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 | 29 |

DE STATENHOF • LEIDEN, NL
In France, care operator Orpea has been under scrutiny related to revelations made in the French media, affecting the elderly care sector. Allegations against Orpea France include care negligence of elderly people in some of Orpea's care homes, mismanagement prioritising profit over care and fraudulent activities.
Orpea represents 5% of Aedifica's contractual rental income (Belgium: 3%; Germany: 1%; Netherlands: 1%). Aedifica does not own any healthcare properties in France. Based on current information, no material impact is expected on rents for Aedifica's care properties operated by Orpea.
Operators in Europe take care of elderly people in a highly regulated and controlled environment. Incidents regarding quality of care have occurred in the past in several other European countries. Such reported incidents will normally lead to multiple inspections by the competent authorities and/or specific sanctions (e.g., a temporary admission ban or – in exceptional cases – the closure of a care home). Generally, the supervising authorities will apply specific focus on the enforcement and execution of a remedial plan by the targeted operator. Ultimately, such incidents could lead to legislative changes aiming to improve the quality of care throughout the sector in a certain country or region. When imposing new regulations, authorities however tend to avoid disrupting the market or the operators themselves, as this could lead to the opposite of the pursued goal, which is the improvement of quality of care. Aedifica firmly believes that well balanced regulations and adequate inspections should lead to fewer incidents and market turmoil, and to an optimal situation for residents, operators and all stakeholders involved in this market.
As a reminder, when analysing potential investment or development cases and when managing its portfolio of standing assets, Aedifica monitors both financial and non-financial KPIs of its assets to the extent permitted by local market regulations and practices. The main financial KPI is the rent cover ratio allowing to assess the sustainability of the rent based on normal revenue and cost assumptions. Regarding non-financial KPIs, Aedifica takes into account a tenant's quality and reputation based on publicly available information such as healthcare inspection reports, which are discussed with the operator.
As always when significant incidents involving care operators are reported, Aedifica will evaluate and, if necessary, adjust its own procedures based on the results of public investigations.


The impact of the Covid-19 pandemic on society in general could still be felt during 2021. However, the vaccination programmes – including booster shots – that have been rolled out across Europe since 2021 and the emergence of new Covid-19 variants that appear to cause less severe illness have led to a significant improvement in the situation. At the end of 2021, there was no longer any indication of excess mortality due to the virus. The pandemic therefore had no material impact on the Group's results as at 31 December 2021.
Since the start of 2021, vaccination programmes have been rolled out in all countries in which Aedifica operates, with priority given to care home residents and staff. Now that the vaccination – including boosters – of these priority groups is complete in most European countries, many operators report that the public's perception of the risk posed by care homes will quickly alter for the better and that the care operators' occupancy levels (which fell by around 5 to 10% in some countries owing to excess mortality, a halt to admissions or other factors such as visitor restrictions) are rising again. The first signs of a change in trend started to emerge in the second quarter of 2021, leading in general to improved resident occupancy rates by the end of 2021. Although the 'Omicron wave' at the end of 2021 and the beginning of 2022 might temporarily slow down the resident occupancy recovery, it is generally believed that the positive trend will continue in 2022. Operator's reporting1 is also showing an improved rent cover, owing to the improving occupancy. It has nevertheless been pointed out that some increased costs, specifically relating to staff shortages during the 'Covid-19 waves' are still impacting rent covers.
Despite the pandemic, there has been no material negative impact on rent payments. This is partly due to the fact that the average occupancy rate of the care home operators in all the countries in the portfolio has been maintained at a level that enables tenants to continue to fulfill their obligations. In addition, (local) authorities in various countries have approved aid programmes to (partly) cover the additional costs incurred by care home operators as a result of the Covid-19 measures. In several countries these programmes are however ending or ended in the course of 2021.
The healthcare real estate investment market was very dynamic in 2021, characterised in general by yield compression. The sound market fundamentals of healthcare real estate (ageing of the population, market consolidation of care operators and public financing of care) remain intact and are even being strengthened by the crisis. In addition, Aedifica's development projects are proceeding as expected since construction projects are continuing normally.
Aedifica believes it is well placed, in terms of the strength of its balance sheet, its liquidity position, tenant base and the diversification of the portfolio, to absorb the short-term risks of the Covid-19 pandemic (namely the possible negative impact of the pandemic on the ability of care home operators to pay their rent) and the general volatility of the macro-economic climate resulting from the pandemic, but also to continue to follow and support the growth of the care sector in Europe and the resulting need for healthcare real estate.
In August 2021, Aedifica received its first issuer credit rating by S&P Global. The Group was assigned a BBB investment-grade rating with a stable outlook. Aedifica has engaged in this financial rating process in order to benefit from an enhanced access to capital markets with attractive financing conditions (see section 3.2 below), while appealing to a broader investor base. According to S&P, this rating reflects the strength of Aedifica's balance sheet and business model. The stable outlook reflects the predictable rental income supported by resilient health care assets and overall long leases which should continue to generate stable cash flows over the next few years. S&P's credit rating research is available on Aedifica's website.
On 2 September 2021, Aedifica has successfully priced its first benchmark 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 Framework. 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.



This Sustainability Bond is a further building block in Aedifica's long-term sustainability strategy, bridging the financing strategy and our CSR ambitions.
INGRID DAERDEN, CFO
During the 2021 financial year, Aedifica further strengthened its financial resources. The Group has secured new, long-term financing with due dates between 2024 and 2033 totalling €1,329 million:
These various transactions underline Aedifica's wish to further diversify its sources of financing and to integrate ESG criteria into its financial policy.
Taking these elements into account, the maturity dates of Aedifica's financial debts as of 31 December 2021 are as follows:
| Financial debt (in € million)2 |
Lines | Utilisation | of which treasury notes |
|---|---|---|---|
| 31/12/2022 | 389 | 319 | 276 |
| 31/12/2023 | 371 | 166 | - |
| 31/12/2024 | 432 | 256 | - |
| 31/12/2025 | 540 | 175 | - |
| 31/12/2026 | 351 | 189 | - |
| 31/12/2027 | 92 | 92 | 50 |
| >31/12/2027 | 889 | 889 | 37 |
| Total as of 31 December 2021 |
3,064 | 2,087 | 363 |
| Weighted average maturity (in years)3 |
4.7 | 5.7 | - |
Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the financial debts as of 31 December 2021 is 5.7 years. The available liquidity after deduction of the short-term commercial paper stood at €701 million on 31 December 2021.
As of 31 December 2021, Aedifica's consolidated debt-to-assets ratio amounted to 42.6%.
Aedifica extended and increased its hedge ratio by closing new forward starting swaps and some caps to hedge the interest rate risk. In addition, the USPP and the benchmark bond issue have rebalanced Aedifica's mix of fixed and floating rate debt. On 31 December 2021, the financial debt is hedged against interest rate risk for 90.3%, i.e. the ratio of the sum of the fixed rate debt and the notional amount of derivatives divided by the total financial debt (31 December 2020: 72.9%). The hedging's weighted average maturity is 6.6 years.
In 2021, Aedifica completed one capital increase in cash and two capital increases by contribution in kind, raising more than €330 million. These capital increases strengthened Aedifica's equity position and partly financed acquisitions and development projects while maintaining a strong balance sheet, giving the Group sufficient financial resources for further growth.
On 9 June 2021, 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 €286 million. On 15 June 2021, the Company issued 2,800,000 new shares at an issue price of €102 per share, i.e. €285,600,000 (including share premium). The new shares were immediately admitted to trading and are entitled to a pro rata temporis dividend for the 2021 financial year as from 15 June 2021 (coupon no. 29 and following). Within the framework of this transaction, coupon no. 28, representing the right to the pro rata temporis dividend for the period from 1 January 2021 to 14 June 2021 inclusive, was detached on 11 June 2021.
On 29 June 2021, the acquisition of the Domaine de la Rose Blanche care home in Durbuy (Belgium) was carried out through the contribution in kind of the building and the plot of land in Aedifica NV/SA. As consideration for the contribution, 184,492 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 29 June 2021 and are entitled to a pro rata temporis dividend for the 2021 financial year as from 15 June 2021 (coupon no. 29 and following).
On 8 September 2021, the Group acquired 14 buildings and the related plots of land4 through the contribution in kind of 100% of the shares in the Swedish real estate company that (indirectly) controls the portfolio. As consideration for the contribution, 237,093 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 8 September 2021 and are entitled to a pro rata temporis dividend for the 2021 financial year as from 15 June 2021 (coupon no. 29 and following).
Following this transaction, the total number of Aedifica shares amounts to 36,308,157 and the share capital amounts to €958,091,797.21.
1. Assuming debt 31/12/2021 unchanged.
2. Amounts in £ were converted into € based on the exchange rate of 31 December 2021 (1.18879 £/€).
3. Without regard to short-term treasury notes and uncommitted credit lines.
4. See press release of 24 June 2021.
FUTUREPROOF AEDIFICA
| Consolidated income statement - analytical format (x €1,000) |
31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Rental income | 232,118 | 187,535 | 259,505 |
| Rental-related charges | -686 | -2,753 | -3,344 |
| Net rental income | 231,432 | 184,782 | 256,161 |
| Operating charges* | -38,105 | -33,228 | -44,539 |
| Operating result before result on portfolio | 193,327 | 151,554 | 211,622 |
| EBIT margin* (%) | 83.5% | 82.0% | 82.6% |
| Financial result excl. changes in fair value* | -32,162 | -28,323 | -38,755 |
| Corporate tax | -9,718 | -7,703 | -11,530 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings |
360 | 798 | 1,568 |
| Non-controlling interests in respect of EPRA Earnings | -328 | -158 | -187 |
| EPRA Earnings* (owners of the parent) | 151,479 | 116,168 | 162,718 |
| Denominator (IAS 33) | 34,789,526 | 27,472,976 | 26,512,206 |
| EPRA Earnings* (owners of the parent) per share (€/share) | 4.35 | 4.23 | 6.14 |
| EPRA Earnings* | 151,479 | 116,168 | 162,718 |
| Changes in fair value of financial assets and liabilities | 14,813 | -5,587 | -2,169 |
| Changes in fair value of investment properties | 160,211 | 5,069 | 25,049 |
| Gains and losses on disposals of investment properties | 534 | -1,827 | -559 |
| Tax on profits or losses on disposals | -559 | 0 | 0 |
| Negative goodwill / goodwill impairment | -3,540 | 0 | 0 |
| Deferred taxes in respect of EPRA adjustments | -46,452 | -11,041 | -14,811 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above |
6,011 | 1,180 | 3,007 |
| Non-controlling interests in respect of the above | -673 | -68 | -167 |
| Roundings | 0 | 0 | 0 |
| Profit (owners of the parent) | 281,824 | 103,894 | 173,068 |
| Denominator (IAS 33) | 34,789,526 | 27,472,976 | 26,512,206 |
The consolidated turnover (consolidated rental income) of the 2021 financial year (1 January 2021 – 31 December 2021) amounted to €232.1 million, an increase of approx. 24% as compared to the turnover of the previous financial year (1 January 2020 – 31 December 2020: €187.6 million).
1. In order to allow comparison with the previous period (due to the extension of the 2019/2020 financial year), the figures as of 31 December 2020 were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). Acquisitions are accounted for on the date of the effective transfer of control. These operations therefore present different impacts on the income statement, depending on whether they took place at the beginning, during, or at the end of the period.
| AEDIFICA ON | RISK FACTORS | FINANCIAL | ADDITIONAL | ||
|---|---|---|---|---|---|
| STOCK MARKET | STATEMENTS | INFORMATION | |||
| Consolidated rental income (x €1,000) |
2021.01- 2021.03 |
2021.04- 2021.06 |
2021.07- 2021.09 |
2021.10- 2021.12 |
2021.01 - 2021.12 |
2020.01 - 2020.12 |
Var. (%) on a like-for-like basis* ° |
Var. (%) |
|---|---|---|---|---|---|---|---|---|
| Belgium | 15,428 | 15,425 | 15,797 | 15,898 | 62,548 | 58,228 | +1.0% | +7.4% |
| Germany | 9,302 | 10,007 | 12,393 | 13,269 | 44,971 | 35,625 | +0.8% | +26.2% |
| Netherlands | 7,302 | 7,523 | 7,895 | 7,709 | 30,429 | 24,627 | +1.2% | +23.6% |
| United Kingdom | 11,551 | 11,698 | 13,182 | 13,480 | 49,911 | 41,754 | +1.6% | +19.5% |
| Finland | 9,387 | 9,695 | 9,947 | 10,768 | 39,797 | 27,029 | +0.8% | +47.2%°° |
| Sweden | 217 | 218 | 591 | 932 | 1,958 | 272 | +0.8% | +621.0%°° |
| Ireland | 164 | 354 | 843 | 1,143 | 2,504 | - | +0.0% | - |
| Spain | - | - | - | - | - | - | +0.0% | - |
| Total | 53,351 | 54,920 | 60,648 | 63,198 | 232,118 | 187,535 | +1.9% | +23.8% |
° 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. °° Hoivatilat included in the consolidation scope of the Aedifica group on 10 January 2020.
Aedifica's consolidated rental income by country is presented in the table above. In order to allow comparison with the previous financial year, the variation on a like-for-like basis* was calculated on a 12-month period.
The increase in consolidated rental income demonstrates the relevance 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.
The variation on a like-for-like basis* in the UK is impacted by Aedifica's plan to redevelop two properties in the UK portfolio (which has an impact on the contribution of these properties in the rental income during the preparation and execution of the redevelopment). Excluding these effects, the variation on a like-for-like basis* for the United Kingdom amounts to +3.5%.
After deduction of the rental-related charges (€0.7 million), the net rental income amounts to €231.4 million (+25% compared to 31 December 2020).
The property results amounts to €230.5 million (31 December 2020: €184.8 million). This result, less other direct costs, leads to a property operating result of €222.9 million (31 December 2020: €178.6 million). This implies an operating margin* of 96.3% (31 December 2020: 96.7%).
After deducting overheads of €30.9 million (31 December 2020: €27.1 million) and taking into account other operating income and charges, the operating result before result on the portfolio has increased by 28% to reach €193.3 million (31 December 2020: €151.6 million). This implies an EBIT margin* of 83.5% (31 December 2020: 82.0%).
Taking into account the cash flows generated by hedging instruments, Aedifica's net interest charges amount to €27.5 million (31 December 2020: €25.1 million). The average effective interest rate* including commitment fees is 1.6%, lower than in the previous financial year (1.7%). 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 €32.2 million (31 December 2020: €28.3 million).
Corporate taxes are composed of current taxes, deferred taxes and exit tax. In conformity with the special tax system of Belgian RRECs, the taxes included the EPRA Earnings* (31 December 2021: €9.7 million; 31 December 2020: €7.7 million) consist primarily of tax on the result of consolidated 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 subsidiary still has a claim to the application of the fiscally transparent regime of a 'Fiscale Beleggingsinstelling ('Tax Investment Institution'). Deferred taxes are described below.
The share in the result of associates and joint ventures includes the result of the participation in Immobe NV/SA which has been consolidated since 31 March 2019 using the equity method.
EPRA Earnings* (see page 155) reached €151.5 million (31 December 2020: €116.2 million), or €4.35 per share (31 December 2020: €4.23 per share), based on the weighted average number of shares outstanding and taking into account the higher number of shares resulting from the 2020 and 2021 capital increases. This result (absolute and per share) is higher than the budgeted amount of €4.28 that was announced in the interim statement of the Board of Directors of the third quarter 2021.
AEDIFICA
The income statement also includes elements with no monetary 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, exit tax and deferred taxes (arising from IAS 40):
Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €281.8 million (31 December 2020: €103.9 million). The basic earnings per share (as defined by IAS 33) is €8.10 (31 December 2020: €3.78).
The adjusted statutory result as defined in the annex to the Royal Decree of 13 July 2014 regarding RRECs, amounts to €138.9 million (31 December 2021, 12 months; 31 December 2020: €139.7 million, 18 months) – as calculated in the Abridged Statutory Financial Statements on page 230 – or €3.98 per share (31 December 2020: €5.24 per share).

LOHJA SAHAPIHA • LOHJA, FI
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Consolidated balance sheet (x €1,000) |
31/12/2021 | 31/12/2020 |
|---|---|---|
| Investment properties including assets classified as held for sale* | 4,896,422 | 3,814,667 |
| Other assets included in debt-to-assets ratio | 258,725 | 252,274 |
| Other assets | 6,720 | 234 |
| Total assets | 5,161,867 | 4,067,175 |
| Equity | ||
| Equity excl. changes in fair value of hedging instruments* | 2,808,488 | 2,222,523 |
| Effect of the changes in fair value of hedging instruments | -27,317 | -52,212 |
| Non-controlling interests | 4,226 | 2,625 |
| Equity | 2,785,397 | 2,172,936 |
| Liabilities included in debt-to-assets ratio | 2,197,131 | 1,757,683 |
| Other liabilities | 179,339 | 136,556 |
| Total equity and liabilities | 5,161,867 | 4,067,175 |
| Debt-to-assets ratio (%) | 42.6% | 43.2% |
As of 31 December 2021, investment properties including assets classified as held for sale* represent 95% (31 December 2020: 94%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 402 at €4,896 million (31 December 2020: €3,815 million). This heading includes:
• The right of use related to plots of land held in 'leasehold' in accordance with IFRS 16 (31 December 2021: €58 million; 31 December 2020: €52 million).
The item 'Other assets included in debt-to-assets ratio' includes, amongst other things, goodwill amounting to €161.7 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 includes the remaining stake of 25% in Immobe NV, which amounts to €40.5 million as of 31 December 2021 (31 December 2020: €37.0 million).
The other assets included in the debt-to-assets ratio represent 5% of the total balance sheet (31 December 2020: 6%).
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 20213 , the Company's capital amounts to €958 million (31 December 2020: €873 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:
• or €2,781 million taking into account the effect of the changes in fair value of hedging instruments (31 December 2020: €2,170 million, including the €47 million dividend distributed in May 20214 ).
The investment properties are represented at their fair value as determined by the valuation experts (Cushman & Wakefield NV/SA, Stadim BV/SRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy, JLL Valuation AB and CBRE Unlimited Company).
1. That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as of 31 December 2020 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as of 31 December 2021.
3. IFRS requires that the costs incurred to raise capital are recognised as a decrease in the capital reserves.
4. This amount relates exclusively to the payment of the final dividend. As the interim dividend of €3.00 (gross) per share was distributed in October 2020, it was already accounted for in the figures as of 31 December 2020.
As of 31 December 2021, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €2,197 million (31 December 2020: €1,758 million). Of this amount, €2,081 million (31 December 2020: €1,667 million) is effectively drawn on the Company's credit lines. Aedifica's consolidated debtto-assets ratio amounts to 42.6% (31 December 2020: 43.2%). The table below sets out the Group's additional consolidated debt capacity assuming a debt-to-assets-ratio of 65% (maximum 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 properties that the current balance sheet structure can absorb.
Other liabilities of €179 million (31 December 2020: €137 million) represent primarily the fair value of hedging instruments (31 December 2021: €33 million; 31 December 2020: €51 million) and the deferred taxes (31 December 2021: €121 million; 31 December 2020: €75 million).
| Additional consolidated debt capacity | Debt-to-assets ratio | ||
|---|---|---|---|
| 50% | 60% | 65% | |
| In constant assets (in € million) | 380 | 896 | 1,154 |
| In variable assets (in € million) | 761 | 2,240 | 3,296 |
| Decrease in fair value of investment properties (in %) | -15.5% | -30.5% | -36.2% |
Excluding the non-monetary effects (i.e., non-cash) of the changes in fair value of hedging instruments1 and after accounting for the distribution of the 2019/2020 final dividend in May 20212 , the net asset value per share based on the fair value of investment properties amounted to €77.35 as of 31 December 2021 (31 December 2020: €65.75 per share).
| Net asset value per share (in €) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Net asset value after deduction of the 2019/2020 dividend, excl. changes in fair value of hedging instruments* |
77.35 | 65.75 |
| Effect of the changes in fair value of hedging instruments | -0.75 | -1.58 |
| Net asset value after deduction of the 2019/2020 dividend | 76.60 | 64.17 |
| Number of shares outstanding (excl. treasury shares) | 36,308,157 | 33,086,572 |

The consolidated cash flow statement included in the attached Consolidated Financial Statements shows total cash flows for the period of -€8.2 million (31 December 2020: +€8.1 million), which is made up of net cash from operating activities of +€198.3 million (31 December 2020: +€181.1 million), net cash from investing activities of -€820.9 million (31 December 2020: -€1,210.1 million), and net cash from financing activities of +€614.4 million (31 December 2020: +€1,037.1 million).
The Board of Directors proposes to the Annual General Meeting of 10 May 2022 to approve the Aedifica SA's Annual Accounts of 31 December 2021 (of which a summary is provided in the chapter 'Abridged Statutory Financial Statements' on page 230).
The Board of Directors also proposes to distribute a gross dividend of €3.40 for the 2021 financial year3 , resulting in a statutory pay-out ratio of 85%. The dividend will be paid in May 2022 after the annual accounts have been approved by the Annual General Meeting of 10 May 2022. The dividend will be split between coupon no. 28 (€1.5370) and coupon no. 29 (€1.8630). The net dividend per share after deduction of 15%4 withholding tax will amount to €2.89, split between coupon no. 28 (€1.30645) and coupon no. 29 (€1.58355).
The statutory result for the 2021 financial year will be submitted as presented in the table on page 230.
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 minimum pay-out of 80 % of the adjusted statutory result, after deduction of the debt reduction over the financial year.

Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €67.17 per share as of 31 December 2020 (as published in the 2019/2020 Annual Financial Report) thus included the final dividend distributed in May 2021, and should now be adjusted by €1.43 per share in order to compare with the value as of 31 December 2021. This amount corresponds to the total amount of final dividends paid (€47.2 million), divided by the total number of shares outstanding as of 31 December 2020 (33,086,572).
See page 139 for more information about Aedifica's 2021 dividend.
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%. See section 4.2 of the 'Standing Documents' for more information on the tax treatment of dividends, as well as section 4.3 of the 'Risk factors' chapter.
1. The effect of the changes in fair value of hedging instruments of -€0.75 per share as of 31 December 2021 is the impact in equity of the fair value of hedging instruments, which is negative for €27.3 million, mainly booked in the liabilities on the balance sheet.
The outlook presented below has been developed by the Board of Directors as part of the preparation of the budget for the 2022 financial year on a comparable basis with the Company's historical financial information.
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 2022 financial year to reach €269 million. This results in €175 million in EPRA Earnings*. Taking into account the higher number of shares resulting from the 2021 capital increases (see section 3.2), the Board of Directors anticipates EPRA Earnings* per share of €4.77 per share – an increase of 9.6% compared to 2021 – and a gross dividend of €3.70 per share – an increase of 8.8%. This outlook is based on an assumption of €450 million of additional cash-generating investments outside the development pipeline.
The outlook takes into account the current knowledge and assessment of the (geo)political and financial context and the Covid-19 pandemic. The Board of Directors continues to pay close attention to the shifting economic, financial and (geo)political context, as well as the associated impact on the Group's activities, the economic growth, interest curves, development costs and energy costs.
| Outlook for 2022 | |||
|---|---|---|---|
| Estimated rental income | €269 million | ||
| EPRA Earnings* | €175 million | ||
| EPRA Earnings* per share | €4.77 | ||
| Gross dividend | €3.70 |

RESIDENTIE KARTUIZERHOF • LIERDE, BE

DE STATENHOF • LEIDEN, NL



BREAKDOWN OF CONTRACTUAL RENTS BY TENANT SECTOR (%)


Overall occupancy rate for the year ended 31 December 2021 is 100%.
PROPERTY PORTFOLIO IN INSURED VALUE Aedifica's investment properties are insured for a total value of €5,012 million.

BREAKDOWN BY BUILDING
(IN FAIR VALUE)

27% ≤5 yrs 18% 6-10 yrs 9% 11-15 yrs 36% >15 yrs 10% Project



Elderly care homes provide long-term accommodation for seniors who continuously rely on collective domestic services, assistance with daily tasks and nursing or paramedical care.
Senior housing is aimed at elderly people who want to live independently with access to care and services on request. The care properties consist of individual housing units where the elderly live independently, with common service facilities that can be used on an optional basis.
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, the Group invests in care campuses that combine elderly care with other complementary care functions such as day-care centres, medical centres, medical practices, children day-care centres, housing for people with a disability, etc.
In northern Europe, we also invest in children day-care centres that provide childcare for children aged 0 to 6, either as stand-alone centres or in combination with other care or school facilities. These day nurseries ('pre-school') provide childcare for children aged 0 to 6.
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 addiction treatment, emergency childcare, special education, etc. MARIE-LOUISE • WEMMEL, BE



OZC ORION • LEIDERDORP, NL



LETHAM PARK • EDINBURGH, UK
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE |
| Number of sites | % Contractual rents 31/12/2021 |
% Contractual rents 31/12/2020 |
|
|---|---|---|---|
| Belgium | 83 | 25% | 29% |
| Korian Belgium 1 | 28 | 8% | 9% |
| Armonea 2 | 20 | 7% | 8% |
| Vulpia | 12 | 4% | 5% |
| Orpea 3 | 9 | 3% | 3% |
| Astor vzw | 1 | 1% | 1% |
| Orelia Group | 1 | 0% | 0% |
| My-Assist | 1 | 0% | - |
| Vivalto Home | 1 | 0% | 0% |
| Emera 4 | 1 | 0% | 0% |
| Other | 9 | 2% | 2% |
| Germany | 101 | 21% | 17% |
| Azurit Rohr | 24 | 6% | 1% |
| EMVIA | 19 | 4% | 3% |
| Vitanas | 12 | 3% | 4% |
| Residenz Management | 8 | 1% | 2% |
| Orpea 3 | 5 | 1% | 2% |
| Argentum | 7 | 1% | 1% |
| Alloheim | 4 | 1% | 1% |
| Cosiq | 3 | 1% | 1% |
| Convivo | 3 | 1% | 1% |
| Korian Germany 1 | 1 | 0% | 0% |
| DRK Kreisverband Nordfriesland e. V. | 1 | 0% | 0% |
| Johanniter | 1 | 0% | 0% |
| Volkssolidarität | 1 | 0% | 0% |
| Procuritas | 2 | 0% | - |
| ATV Lemförde GmbH | 1 | 0% | - |
| Specht Gruppe | 1 | 0% | - |
| Other | 8 | 1% | 2% |
| Netherlands | 72 | 12% | 14% |
| Korian Netherlands 1 | 22 | 3% | 3% |
| Vitalis | 3 | 2% | 2% |
| Martha Flora | 10 | 1% | 1% |
| NNCZ | 5 | 1% | 1% |
| Compartijn 3 | 6 | 1% | 1% |
| Domus Magnus | 4 | 1% | 1% |
| Stichting Oosterlengte | 3 | 0% | 1% |
| Stichting Rendant | 1 | 0% | 0% |
| Stichting Leger des Heils Welzijns- en Gezondheidszorg | 1 | 0% | 0% |
| Zorghaven Groep | 2 | 0% | - |
| Saamborgh | 2 | 0% | 0% |
| Wonen bij September 3 | 1 | 0% | 0% |
| Stichting Fundis | 2 | 0% | - |
| Other | 10 | 2% | 2% |
Korian Group.
Colisée Group.
Orpea Group.
Emera Group.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Number of sites | % Contractual rents 31/12/2021 |
% Contractual rents 31/12/2020 |
|
|---|---|---|---|
| United Kingdom | 102 | 20% | 21% |
| Maria Mallaband | 16 | 4% | 4% |
| Bondcare Group | 21 | 4% | 4% |
| Burlington | 21 | 3% | 4% |
| Care UK | 12 | 2% | 2% |
| Renaissance | 9 | 1% | 2% |
| Excelcare | 3 | 1% | - |
| Harbour Healthcare | 5 | 1% | 1% |
| Halcyon Care Homes | 4 | 1% | 1% |
| Caring Homes | 4 | 1% | 1% |
| Lifeways | 2 | 1% | 1% |
| Handsale | 1 | 0% | 0% |
| Hamberley Care Homes | 1 | 0% | 0% |
| Barchester | 1 | 0% | 0% |
| Other | 2 | 1% | 1% |
| Sweden | 22 | 2% | 1% |
| Olivia Omsorg | 5 | 0% | 0% |
| Ambea | 3 | 0% | - |
| Kunskapsförskolan | 2 | 0% | 0% |
| Humana | 3 | 0% | - |
| Frösunda Omsorg | 3 | 0% | - |
| British mini | 1 | 0% | 0% |
| TP | 1 | 0% | 0% |
| Norlandia | 1 | 0% | 0% |
| Ersta Diakoni | 1 | 0% | - |
| MoGård | 1 | 0% | - |
| Caritas Fastigheter | 1 | 0% | 0% |
| Ireland | 9 | 2% | - |
| Virtue 4 | 7 | 2% | - |
| Coolmine Caring Services Group | 2 | 0% | - |
| Finland | 198 | 18% | 18% |
| Attendo | 33 | 4% | 4% |
| Municipalities | 20 | 2% | 2% |
| Touhula | 30 | 2% | 2% |
| Pilke | 25 | 2% | 2% |
| Mehiläinen | 15 | 2% | 2% |
| Norlandia | 18 | 1% | 1% |
| Vetrea | 5 | 0% | 1% |
| Esperi | 3 | 0% | 0% |
| Sentica | 3 | 0% | 0% |
| Aspa | 3 | 0% | 0% |
| Priimi | 2 | 0% | 0% |
| Musiikkikoulu Rauhala | 2 | 0% | 0% |
| Rinnekoti | 2 | 0% | 0% |
| KVPS | 2 | 0% | 0% |
| Auruslusäätiö | 1 | 0% | - |
| Peurunka Oy | 1 | 0% | - |
| Pihlanjantertut Ry | 1 | 0% | - |
| Other | 32 | 4% | 3% |
| TOTAL | 587 | 100% | 100% |
Aedifica's real estate portfolio is operated by more than 130 tenant groups. Three groups operate properties in multiple countries in which the Group operates: Korian, Orpea and Emera. The weight of these groups in Aedifica's contractual rents is broken down by country in the table below.
| Tenant | Country | Number of sites | 31/12/2021 | 31/12/2020 |
|---|---|---|---|---|
| Korian | 51 | 11% | 13% | |
| Belgium | 28 | 8% | 9% | |
| Germany | 1 | 0% | 0% | |
| Netherlands | 22 | 3% | 3% | |
| Orpea | 21 | 5% | 6% | |
| Belgium | 9 | 3% | 3% | |
| Germany | 5 | 1% | 2% | |
| Netherlands | 7 | 1% | 1% | |
| Emera | 8 | 2% | 0% | |
| Belgium | 1 | 0% | 0% | |
| Ireland | 7 | 2% | - |

ESPOO MATINKARTANONTIE • ESPOO, FI
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Marketable investment properties | 1,893,950 | 30,638 11,251 | €255,447,783 | €255,530,857 | ||||
| Belgium | 507,461 | 8,552 | 0 | €63,874,707 | €62,385,240 | |||
| Korian Belgium | 161,242 | 2,754 | 0 | €20,039,456 | ||||
| Kasteelhof | 5,346 | 102 | 0 | €545,997 | 1994 (2020) | Dendermonde | ||
| Ennea | 1,848 | 34 | 0 | €215,961 | 1998 | Sint-Niklaas | ||
| Wielant | 4,834 | 112 | 0 | €576,354 | 1997 (2001) | Anzegem/Ingooigem | ||
| Résidence Boneput | 2,993 | 76 | 0 | €486,534 | 2003 | Bree | ||
| Résidence Aux Deux Parcs | 1,618 | 68 | 0 | €455,174 | 1987 (2020) | Jette | ||
| Résidence l'Air du Temps | 7,197 | 137 | 0 | €931,737 | 1994 (2016) | Chênée | ||
| Au Bon Vieux Temps | 7,868 | 104 | 0 | €901,323 | 2016 | Mont-Saint-Guibert | ||
| Op Haanven | 6,587 | 111 | 0 | €716,052 | 2001 (2016) | Veerle-Laakdal | ||
| Résidence Exclusiv | 4,253 | 104 | 0 | €757,801 | 1993 (2013) | Evere | ||
| Séniorie Mélopée | 2,967 | 70 | 0 | €529,022 | 1993 (2010) | Molenbeek St-Jean | ||
| Séniorie de Maretak | 5,684 | 122 | 0 | €563,184 | 2006 (2008) | Halle | ||
| Résidence du Plateau | 8,069 | 143 | 0 | €1,359,932 | 1994 (2007) | Wavre | ||
| De Edelweis | 6,914 | 122 | 0 | €822,791 | 1992 (2014) | Begijnendijk | ||
| Residentie Sporenpark | 9,261 | 127 | 0 | €1,131,763 | 2013 | Beringen | ||
| Résidence Les Cheveux d'Argent |
4,996 | 99 | 0 | €460,586 | 1988 (2002) | Jalhay | ||
| 't Hoge | 4,632 | 81 | 0 | €742,631 | 1972 (2018) | Kortrijk | ||
| Helianthus | 4,799 | 67 | 0 | €501,212 | 2006 (2014) | Melle | ||
| Villa Vinkenbosch | 9,153 | 114 | 0 | €1,002,469 | 2016 (2018) | Hasselt | ||
| Heydeveld | 6,167 | 110 | 0 | €663,198 | 2017 | Opwijk | ||
| Oosterzonne | 4,948 | 77 | 0 | €774,563 | 2016 | Zutendaal | ||
| De Witte Bergen | 8,262 | 119 | 0 | €1,095,504 | 2006 | Lichtaart | ||
| Seniorenhof | 3,116 | 52 | 0 | €337,238 | 1997 | Tongeren | ||
| Beerzelhof | 5,025 | 61 | 0 | €357,239 | 2007 | Beerzel | ||
| Uilenspiegel | 6,863 | 97 | 0 | €779,490 | 2007 | Genk | ||
| Coham | 6,956 | 120 | 0 | €939,061 | 2007 | Ham | ||
| Sorgvliet | 6,932 | 110 | 0 | €867,291 | 2021 | Linter | ||
| Ezeldijk | 7,101 | 105 | 0 | €766,360 | 2016 | Diest | ||
| Les Jardins de la Mémoire | 6,852 | 110 | 0 | €758,988 | 2006 (2018) | Anderlecht | ||
| Armonea | 131,789 | 2,163 | 0 | €17,074,642 | ||||
| Les Charmes en Famenne | 3,165 | 96 | 0 | €323,922 | 1975 (2012) | Houyet | ||
| Séniorie La Pairelle | 6,016 | 140 | 0 | €815,705 | 2012 (2015) | Wépion | ||
| Residentie Gaerveld | 1,504 | 20 | 0 | €181,200 | 2008 | Hasselt | ||
| Gaerveld | 6,994 | 115 | 0 | €844,703 | 2008 (2010) | Hasselt | ||
| Pont d'Amour | 8,984 | 146 | 0 | €1,057,624 | 2011 (2015) | Dinant | ||
| Marie-Louise | 1,959 | 30 | 0 | €394,222 | 2014 | Wemmel | ||
| Hestia | 12,682 | 208 | 0 | €1,476,436 | 2014 (2018) | Wemmel | ||
| Koning Albert I | 7,775 | 110 | 0 | €982,206 | 2012 (2014) | Dilbeek | ||
| Eyckenborch | 8,771 | 141 | 0 | €1,207,019 | 2004 (2014) | Gooik | ||
| Rietdijk | 2,155 | 66 | 0 | €375,056 | 1994 (2012) | Vilvoorde | ||
| Larenshof | 6,988 | 117 | 0 | €1,112,730 | 2011 (2014) | Laarne | ||
| Ter Venne | 6,634 | 102 | 0 | €1,079,067 | 2010 (2012) | Sint-Martens-Latem | ||
| Plantijn | 7,310 | 110 | 0 | €1,122,653 | 1975 (2021) | Kapellen | ||
| 6,730 | 117 | 0 | €1,147,003 | 2014 | Brasschaat | |||
| Salve | ||||||||
| Huize Lieve Moenssens De Stichel |
4,597 8,429 |
78 152 |
0 0 |
€602,360 €962,676 |
2017 2018 |
Dilsen-Stokem Vilvoorde |
| LETTER TO THE FUTUREPROOF AEDIFICA STAKEHOLDERS |
AEDIFICA IN 2021 |
OUR STRATEGY | BUSINESS REVIEW |
CORPORATE GOVERNANCE |
|---|---|---|---|---|
| ---------------------------------------------------------- | --------------------- | -------------- | -------------------- | ------------------------- |
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Overbeke | 6,917 | 113 | 0 | €883,346 | 2012 | Wetteren | ||
| Senior Flandria | 7,501 | 108 | 0 | €656,552 | 1989 | Bruges | ||
| Rembertus | 8,027 | 100 | 0 | €838,197 | 2020 | Mechelen | ||
| Vulpia | 91,625 | 1,327 | 0 | €10,681,070 | ||||
| 't Spelthof | 4,076 | 100 | 0 | €807,156 | 2021 | Binkom | ||
| Twee Poorten | 8,413 | 129 | 0 | €1,040,189 | 2014 | Tienen | ||
| Demerhof | 10,657 | 120 | 0 | €1,001,463 | 2013 | Aarschot | ||
| Halmolen | 9,200 | 140 | 0 | €1,091,349 | 2013 | Halle-Zoersel | ||
| La Ferme Blanche | 4,240 | 90 | 0 | €574,693 | 2016 | Remicourt | ||
| Villa Temporis | 8,354 | 103 | 0 | €819,036 | 1997 (2017) | Hasselt | ||
| Residentie Poortvelden | 5,307 | 60 | 0 | €477,929 | 2014 | Aarschot | ||
| Leopoldspark | 10,888 | 153 | 0 | €1,285,784 | 2016 | Leopoldsburg | ||
| Residentie Den Boomgaard | 6,274 | 90 | 0 | €715,483 | 2016 | Glabbeek | ||
| Blaret | 9,578 | 107 | 0 | €1,123,521 | 2016 | Sint-Genesius-Rode | ||
| Residentie Kartuizerhof | 10,845 | 128 | 0 | €998,445 | 2018 | Sint-Martens-Lierde | ||
| Résidence de la Paix | 3,793 | 107 | 0 | €746,023 | 2017 | Evere | ||
| Orpea | 47,985 | 1,144 | 0 | €7,311,928 | ||||
| Château Chenois | 6,354 | 100 | 0 | €957,813 | 2006 (Project) | Waterloo | ||
| New Philip | 3,914 | 111 | 0 | €513,733 | 1991 (Project) | Forest | ||
| Jardins de Provence | 2,280 | 72 | 0 | €431,263 | 1996 (2008) | Anderlecht | ||
| Bel-Air | 5,350 | 161 | 0 | €784,115 | 1997 (Project) | Schaerbeek | ||
| Résidence Grange des Champs |
3,396 | 75 | 0 | €463,966 | 1994 (Project) | Braine-l'Alleud | ||
| Résidence Augustin | 4,832 | 94 | 0 | €570,510 | 2006 (Project) | Forest | ||
| Résidence Parc Palace | 6,719 | 162 | 0 | €1,347,922 | 1991 (Project) | Uccle | ||
| Résidence Service | 8,716 | 175 | 0 | €1,386,434 | 1976 (Project) | Uccle | ||
| Résidence du Golf | 6,424 | 194 | 0 | €856,172 | 1989 (Project) | Anderlecht | ||
| Astor vzw | 15,792 | 132 | 0 | €1,750,000 | ||||
| Klein Veldekens | 15,792 | 132 | 0 | €1,750,000 | 2020 | Geel | ||
| Orelia Group | 6,013 | 101 | 0 | €946,149 | ||||
| Le Jardin Intérieur | 6,013 | 101 | 0 | €946,149 | 2018 | Frasnes-lez-Avaing | ||
| Hof van Schoten | 8,313 | 101 | 0 | €851,073 | ||||
| Hof van Schoten | 8,313 | 101 | 0 | €851,073 | 2014 | Schoten | ||
| My-Assist | 7,203 | 121 | 0 | €875,000 | ||||
| Domaine de la Rose Blanche |
7,203 | 121 | 0 | €875,000 | 2014 | Durbuy | ||
| Vivalto home | 6,003 | 107 | 0 | €664,862 | ||||
| Familiehof | 6,003 | 107 | 0 | €664,862 | 2016 | Schelle | ||
| Dorian groep | 5,400 | 115 | 0 | €739,124 | ||||
| De Duinpieper | 5,400 | 115 | 0 | €739,124 | 2021 | Ostend | ||
| Résidence de La Houssière | 4,484 | 94 | 0 | €626,139 | ||||
| Résidence La Houssière | 4,484 | 94 | 0 | €626,139 | 2006 | Braine-le-Comte | ||
| Buitenhof VZW | 4,386 | 80 | 0 | €584,500 | ||||
| Buitenhof | 4,386 | 80 | 0 | €584,500 | 2005 (2008) | Brasschaat | ||
| Sint Franciscus | 5,824 | 58 | 0 | €335,602 | ||||
| Klein Veldeken | 5,824 | 58 | 0 | €335,602 | 1998 (2014) | Asse | ||
| Emera | 4,020 | 84 | 0 | €428,450 | ||||
| In de Gouden Jaren | 4,020 | 84 | 0 | €428,450 | 2005 | Tienen | ||
| Bremdael VZW | 3,500 | 66 | 0 | €356,750 | ||||
| Bremdael | 3,500 | 66 | 0 | €356,750 | 1994 (2012) | Herentals | ||
| Pierre Invest SA | 2,272 | 65 | 0 | €475,572 | ||||
| Bois de la Pierre | 2,272 | 65 | 0 | €475,572 | 1955 (2018) | Wavre | ||
| Le Carrosse | 1,290 | 36 | 0 | €102,414 | ||||
| La Boule de Cristal | 1,290 | 36 | 0 | €102,414 | 1993 (1998) | Wanlin | ||
| Other | 320 | 4 | 0 | €31,975 | ||||
| Villa Bois de la Pierre | 320 | 4 | 0 | €31,975 | 1955 (2000) | Wavre |
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Germany | 510,981 | 9,136 | 0 | €54,488,897 | €54,917,423 | |||
| Azurit Rohr | 148,967 | 2,742 | 0 | €15,135,647 | ||||
| Seniorenresidenz Sonneberg |
4,876 | 101 | 0 | €583,416 | 1889 (2011) | Sonneberg | ||
| Seniorenresidenz Cordula 1 | 4,970 | 75 | 0 | €312,051 | 1970 (2017) | Rothenberg | ||
| Seniorenresidenz Cordula 2 | 1,204 | 39 | 0 | €162,267 | 1993 (2017) | Rothenberg | ||
| Pflege-und Betreuungs zentrum Dornum |
11,203 | 106 | 0 | €426,000 | 1993 (2016) | Dornum | ||
| Sz Weimar | 7,609 | 144 | 0 | €883,008 | 2019 | Weimar | ||
| Sz Haus Asam | 6,701 | 168 | 0 | €919,800 | 1996 | Rohr | ||
| Sz Laaberg | 6,710 | 105 | 0 | €574,875 | 2004 | Tann-Eiberg | ||
| Sz Grünstadt | 5,201 | 140 | 0 | €766,500 | 2003 | Grünstadt | ||
| Sz Berghof | 2,838 | 78 | 0 | €427,050 | 2005 | Rinteln | ||
| Sz Abundus | 7,023 | 150 | 0 | €821,250 | 1993 | Abundus | ||
| Sz Bad Höhenstadt | 4,668 | 95 | 0 | €520,125 | 1998 | Fürstenzell | ||
| Sz Hutthurm | 5,344 | 108 | 0 | €591,300 | 1992 | Sz Hutthurm | ||
| Sz Gensingen | 7,269 | 144 | 0 | €840,960 | 2007 | Gensingen | ||
| Sz Hildegardis | 14,927 | 196 | 0 | €1,159,635 | 2017 | Langenbach | ||
| Pz Wiesengrund | 3,054 | 52 | 0 | €303,680 | 2006 | Langenbach | ||
| Sz Großalmerode | 3,202 | 83 | 0 | €513,920 | 2017 | Großalmerode | ||
| Sz Bad Köstritz | 8,448 | 196 | 0 | €1,073,100 | 2014 | Bad Köstritz | ||
| Sz Talblick | 4,647 | 95 | 0 | €520,125 | 2010 | Grasellenbach | ||
| Sz Birken | 3,075 | 83 | 0 | €454,425 | 2010 | Birken-Honigsessen | ||
| Sz Altes Kloster | 4,939 | 80 | 0 | €493,480 | 2009 | Much | ||
| Sz Alte Zwirnerei | 8,350 | 104 | 0 | €569,400 | 2010 | Gersdorf | ||
| Sz St. Benedikt | 7,768 | 124 | 0 | €656,270 | 2017 | Passeau | ||
| Sz Sörgenloch | 7,995 | 148 | 0 | €837,310 | 2014 | Sörgenloch | ||
| Sz Borna | 6,946 | 128 | 0 | €725,700 | 2012 | Borna | ||
| EMVIA | 97,209 | 1,471 | 0 | €10,484,319 | ||||
| Berlin Zehlendorf | 4,540 | 180 | 0 | €989,123 | 2002 | Berlin | ||
| Schwerin | 5,000 | 87 | 0 | €646,800 | 2019 | Schwerin | ||
| Seniorenquartier Kaltenkirchen |
6,650 | 123 | 0 | €916,800 | 2020 | Kaltenkirchen | ||
| Seniorenquartier Lübbecke |
4,240 | 80 | 0 | €576,276 | 2019 | Lübbecke | ||
| Seniorenwohnpark Hartha | 10,715 | 177 | 0 | €769,931 | 1996 (2010) | Tharandt | ||
| Seniorenpflegezentrum Zur alten Linde |
4,208 | 82 | 0 | €387,069 | 2004 | Rabenau | ||
| Seniorenquartier Wolfsburg |
17,742 | 141 | 0 | €1,561,410 | 2021 | Wolfsburg | ||
| Seniorenquartier Heiligenhafen |
7,391 | 104 | 0 | €734,880 | 2021 | Heiligenhafen | ||
| Seniorenquartier Espelkamp |
9,458 | 113 | 0 | €857,874 | 2021 | Espelkamp | ||
| Seniorenquartier Beverstedt |
5,475 | 80 | 0 | €563,850 | 2020 | Beverstedt | ||
| Seniorenquartier Kaemenas Hof |
7,057 | 75 | 0 | €700,253 | 2021 | Bremen | ||
| Seniorenquartier Weyhe | 7,373 | 109 | 0 | €871,570 | 2021 | Weyhe | ||
| Seniorenquartier Cuxhaven |
7,360 | 120 | 0 | €908,484 | 2021 | Cuxhaven | ||
| Vitanas | 86,611 | 1,614 | 0 | €7,513,690 | ||||
| Am Kloster | 5,895 | 136 | 0 | €757,143 | 2002 | Halberstadt | ||
| Rosenpark | 4,934 | 79 | 0 | €473,228 | 2001 | Uehlfeld | ||
| Patricia | 7,556 | 174 | 0 | €1,057,497 | 2001 (2010) | Nürnberg | ||
| St. Anna | 7,176 | 161 | 0 | €934,970 | 2001 | Höchstadt | ||
| Frohnau | 4,101 | 107 | 0 | €594,852 | 2018 | Berlin | ||
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY |
|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | |
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Am Stadtpark | 7,297 | 135 | 0 | 501,192 | Project | Berlin | ||
| Am Bäkepark | 3,828 | 90 | 0 | 456,000 | 1999 | Berlin | ||
| Rosengarten | 7,695 | 165 | 0 | €550,000 | Project | Berlin | ||
| Am Parnassturm | 7,042 | 84 | 0 | €296,333 | Project | Plön | ||
| Am Marktplatz | 4,880 | 79 | 0 | €148,545 | Project | Wankendorf | ||
| Am Tierpark | 13,549 | 217 | 0 | €1,093,050 | Project | Ueckermünde | ||
| Residenz Management | 24,564 | 442 | 0 | €3,427,566 | ||||
| Die Rose im Kalletal | 4,027 | 96 | 0 | €686,451 | 2009 | Kalletal | ||
| Haus Matthäus | 2,391 | 50 | 0 | €367,677 | 2009 | Olpe-Rüblinghausen | ||
| Haus Elisabeth | 3,380 | 80 | 0 | €588,284 | 2010 Wenden-Rothemühle | |||
| Bremerhaven I | 6,077 | 85 | 0 | €939,841 | 2016 | Bremerhaven | ||
| Bremerhaven II | 2,129 | 42 | 0 | €306,396 | 2003 | Bremerhaven | ||
| Cuxhaven | 810 | 9 | 0 | €106,918 | 2010 | Cuxhaven | ||
| Sonnenhaus Ramsloh | 5,750 | 80 | 0 | €432,000 | 2006 | Saterland-Ramsloh | ||
| Orpea | 20,507 | 444 | 0 | €3,180,003 | ||||
| Seniorenresidenz Mathilde | 3,448 | 75 | 0 | €572,777 | 2010 | Enger | ||
| Seniorenresidenz Klosterbauerschaft |
3,497 | 80 | 0 | €609,585 | 2010 | Kirchlengern | ||
| Sz Bonifatius | 3,967 | 80 | 0 | €620,679 | 2009 | Rheinbach | ||
| Seniorenresidenz Am Stübchenbach |
5,874 | 130 | 0 | €808,447 | 2010 | Bad Harzburg | ||
| Seniorenresidenz Kierspe | 3,721 | 79 | 0 | €568,514 | 2011 | Kierspe | ||
| Argentum | 20,396 | 420 | 0 | €2,307,493 | ||||
| Haus Nobilis | 3,186 | 70 | 0 | €530,275 | 1950 (2015) | Bad Sacha | ||
| Haus Alaba | 2,560 | 64 | 0 | €227,261 | 1903 (1975) | Bad Sacha | ||
| Haus Concolor | 5,715 | 74 | 0 | €515,124 | 1950 (2008) | Bad Sacha | ||
| Haus Arche | 531 | 13 | 0 | €75,754 | 1900 (1975) | Bad Sacha | ||
| Seniorenheim am Dom | 4,310 | 126 | 0 | €671,079 | 2008 | Halberstadt | ||
| Seniorenheim J.J. Kaendler |
4,094 | 73 | 0 | €288,000 | 1955 (2020) | Meissen | ||
| Alloheim | 18,695 | 388 | 0 | €2,326,357 | ||||
| SZ AGO Herkenrath | 4,000 | 80 | 0 | €586,606 | 2010 | Bergisch Gladbach | ||
| SZ AGO Dresden | 5,098 | 116 | 0 | €583,233 | 2012 | Dresden | ||
| SZ AGO Kreischa | 3,670 | 84 | 0 | €416,517 | 2011 | Kreischa | ||
| Bonn | 5,927 | 108 | 0 | €740,000 | 2018 | Bonn | ||
| Convivo | 11,845 | 202 | 0 | €1,386,305 | ||||
| Park Residenz | 6,113 | 79 | 0 | €650,400 | 1899 (2001) | Neumünster | ||
| Seniorenhaus Wiederitzsch |
3,275 | 63 | 0 | €365,000 | 2018 | Leipzig | ||
| Haus am Jungfernstieg | 2,457 | 60 | 0 | €370,905 | 2010 | Neumünster | ||
| Cosiq | 17,060 | 264 | 0 | €1,699,041 | ||||
| Seniorenresidenz an den Kienfichten |
4,332 | 88 | 0 | €460,069 | 2017 | Dessau-Rosslau | ||
| Pflegeteam Odenwald | 1,202 | 32 | 0 | €228,684 | 1995 (2012) | Wald-Michelbach | ||
| Wohnstift am Weinberg | 11,526 | 144 | 0 | €1,010,288 | Project | Kassel | ||
| SARA | 12,196 | 162 | 0 | €1,140,000 | ||||
| SARA Seniorenresidenz | 12,196 | 162 | 0 | €1,140,000 | 1964 (2021) | Bitterfeld-Wolfen | ||
| Korian Germany | 7,618 | 151 | 0 | €901,228 | ||||
| Haus Steinbachhof | 7,618 | 151 | 0 | €901,228 | 2017 | Chemnitz | ||
| Procuritas GmbH | 7,050 | 127 | 0 | €953,000 | ||||
| Haus Wedau | 3,892 | 70 | 0 | €460,000 | 2007 | Duisburg | ||
| Haus Marxloh | 3,158 | 57 | 0 | €493,000 | 2007 | Duisburg | ||
| Aspida | 5,095 | 120 | 0 | €707,925 | ||||
| Pflegecampus Plauen | 5,095 | 120 | 0 | €707,925 | 2020 | Plauen | ||
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Advita Pflegedienst | 6,422 | 91 | 0 | €489,396 | ||||
| Advita Haus Zur Alten Berufsschule |
6,422 | 91 | 0 | €489,396 | 2016 | Zschopau | ||
| Johanniter | 3,950 | 74 | 0 | €523,443 | ||||
| Johanniter-Haus Lüdenscheid |
3,950 | 74 | 0 | €523,443 | 2006 | Lüdenscheid | ||
| Seniorenresidenz Laurentiusplatz | 5,506 | 79 | 0 | €515,400 | ||||
| Laurentiusplatz | 5,506 | 79 | 0 | €515,400 | 2018 | Wuppertal | ||
| ATV Lemförde GmbH | 4,741 | 85 | 0 | €444,000 | ||||
| Seniorenresidenz Lemförde |
4,741 | 85 | 0 | €444,000 | 2007 | Lemförde | ||
| Nordfriesland e. V. | Deutsches Rotes Kreuz Kreisverband | 4,088 | 83 | 0 | €543,331 | |||
| DRK Käthe-Bernhardt-Haus |
4,088 | 83 | 0 | €543,331 | 2008 | Husum | ||
| Volkssolidarität | 4,141 | 83 | 0 | €455,303 | ||||
| Goldene Au | 4,141 | 83 | 0 | €455,303 | 2010 | Sonneberg | ||
| Auriscare | 4,320 | 94 | 0 | €355,449 | ||||
| BAVARIA Senioren und Pflegeheim |
4,320 | 94 | 0 | €355,449 | Project Sulzbach-Rosenberg |
| Netherlands | 311,935 | 2,727 | 0 | €29,723,418 | €31,416,175 | ||
|---|---|---|---|---|---|---|---|
| Korian Netherlands | 53,342 | 563 | 0 | €6,673,259 | |||
| Saksen Weimar | 2,291 | 42 | 0 | €549,671 | 2015 | Arnhem | |
| Spes Nostra | 2,454 | 30 | 0 | €488,056 | 2016 | Vleuten | |
| HGH Kampen | 3,610 | 37 | 0 | €529,416 | 2017 | Kampen | |
| HGH Leersum | 2,280 | 26 | 0 | €434,454 | 2018 | Leersum | |
| Stepping Stones Leusden | 1,655 | 21 | 0 | €266,039 | 2019 | Leusden | |
| Zorghuis Smakt | 2,111 | 30 | 0 | €214,649 | 1950 (2010) | Smakt | |
| Zorgresidentie Mariëndaal | 8,728 | 75 | 0 | €816,098 | 1870 (2011) | Velp | |
| Sorghuys Tilburg | 1,289 | 22 | 0 | €285,168 | 2020 | Berkel-Enschot | |
| De Statenhof | 6,468 | 58 | 0 | €568,956 | 2017 | Leiden | |
| Residentie Boldershof | 2,261 | 33 | 0 | €382,144 | 1974 (2020) | Amersfoort | |
| HGH Harderwijk | 4,202 | 45 | 0 | €594,978 | 2020 | Harderwijk | |
| Franeker | 10,750 | 70 | 0 | €653,818 | 2016 | Franeker | |
| Stepping Stones Zwolle | 1,770 | 24 | 0 | €331,330 | 2020 | Zwolle | |
| Villa Casimir | 1,273 | 20 | 0 | €185,981 | 2020 | Roermond | |
| Villa Nuova | 2,200 | 30 | 0 | €372,500 | 2021 | Vorden | |
| Stichting Vitalis Residentiële Woonvormen | 90,981 | 446 | 0 | €4,165,856 | |||
| Imstenrade | 57,181 | 263 | 0 | €2,227,334 | 2006 | Heerlen | |
| Genderstate | 8,813 | 44 | 0 | €538,478 | 1991 | Eindhoven | |
| Petruspark | 24,987 | 139 | 0 | €1,400,043 | 2018 | Eindhoven | |
| Martha Flora | 16,633 | 183 | 0 | €3,033,416 | |||
| Martha Flora Hilversum | 4,055 | 31 | 0 | €588,400 | 2017 | Hilversum | |
| Martha Flora Den Haag | 2,259 | 28 | 0 | €592,258 | 2018 | Den Haag | |
| Martha Flora Rotterdam | 2,441 | 29 | 0 | €556,003 | 2019 | Rotterdam | |
| Martha Flora Bosch en | 2,241 | 27 | 0 | €481,573 | 2018 | Bosch en Duin | |
| Duin | |||||||
| Martha Flora Hoorn | 780 | 12 | 0 | €84,933 | 2012 | Hoorn | |
| Martha Flora Dordrecht | 2,405 | 28 | 0 | €393,250 | 2021 | Dordrecht | |
| Martha Flora Hulsberg | 2,452 | 28 | 0 | €337,000 | 2021 | Hulsberg | |
| NNCZ | 38,440 | 340 | 0 | €2,901,040 | |||
| Wolfsbos | 11,997 | 93 | 0 | €821,543 | 2013 | Hoogeveen | |
| De Vecht | 8,367 | 79 | 0 | €697,280 | 2012 | Hoogeveen | |
| De Kaap | 6,254 | 61 | 0 | €593,960 | 2017 | Hoogeveen | |
| Krakeel | 5,861 | 57 | 0 | €512,911 | 2016 | Hoogeveen | |
| WZC Beatrix | 5,961 | 50 | 0 | €275,347 | 1969 (1996) | Hoogeveen | |
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Compartijn | 15,606 | 173 | 0 | €2,838,336 | ||||
| Huize de Compagnie | 3,471 | 42 | 0 | €614,349 | 2019 | Ede | ||
| Huize Hoog Kerckebosch | 2,934 | 32 | 0 | €565,818 | 2017 | Zeist | ||
| Huize Ter Beegden | 1,983 | 19 | 0 | €323,434 | 2019 | Beegden | ||
| Huize Roosdael | 2,950 | 26 | 0 | €449,428 | 2019 | Roosendaal | ||
| Huize Groot Waardijn | 1,918 | 26 | 0 | €437,619 | 2019 | Tilburg | ||
| Huize Eeresloo | 2,350 | 28 | 0 | €447,688 | 2019 | Duizel | ||
| Domus Magnus | 8,072 | 99 | 0 | €2,172,797 | ||||
| Holland | 2,897 | 34 | 0 | €882,847 | 2013 | Baarn | ||
| Benvenuta | 924 | 10 | 0 | €229,129 | 2009 | Hilversum | ||
| Molenenk | 2,811 | 40 | 0 | €736,282 | 2017 | Deventer | ||
| Villa Walgaerde | 1,440 | 15 | 0 | €324,540 | 2017 | Hilversum | ||
| Stichting Oosterlengte | 18,878 | 152 | 0 | €1,135,960 | ||||
| Het Dokhuis | 4,380 | 32 | 0 | €427,332 | 2017 | Oude Pekela | ||
| LTS Winschoten | 11,698 | 84 | 0 | €346,553 | 2020 | Winschoten | ||
| Verpleegcentrum Scheemda | 2,800 | 36 | 0 | €362,075 | 2020 | Scheemda | ||
| Stichting Rendant | 13,142 | 126 | 0 | €1,121,520 | ||||
| Nieuw Heerenhage | 13,142 | 126 | 0 | €1,121,520 | 2021 | Heerenveen | ||
| Stichting Laverhof | 13,191 | 108 | 0 | €1,193,702 | ||||
| Zorgcampus Uden | 13,191 | 108 | 0 | €1,193,702 | 2019 | Uden | ||
| Stichting Zorggroep Noorderboog | 13,555 | 140 | 0 | €861,816 | ||||
| Oeverlanden | 13,555 | 140 | 0 | €861,816 | 2017 | Meppel | ||
| Stichting Nusantara | 4,905 | 70 | 0 | €645,760 | ||||
| Rumah Saya | 4,905 | 70 | 0 | €645,760 | 2011 | Ugchelen | ||
| U-center BV | 7,416 | 59 | 0 | €602,551 | ||||
| U-center | 7,416 | 59 | 0 | €602,551 | 2015 | Epen | ||
| en Gezondheidszorg | Stichting Leger des Heils Welzijns | 6,014 | 75 | 0 | €649,635 | |||
| De Merenhoef | 6,014 | 75 | 0 | €649,635 | 2019 | Maarssen | ||
| Zorggroep Apeldoorn | 2,653 | 48 | 0 | €441,034 | ||||
| Pachterserf | 2,653 | 48 | 0 | €441,034 | 2011 | Apeldoorn | ||
| Zorghaven Groep | 3,489 | 36 | 0 | €487,106 | ||||
| Zuyder Haven Oss | 1,674 | 18 | 0 | €272,419 | 2018 | Oss | ||
| Buyten Haven Dordrecht | 1,815 | 18 | 0 | €214,687 | 2016 | Dordrecht | ||
| Cardea | 2,565 | 63 | 0 | €322,678 | ||||
| OZC Orion | 2,565 | 63 | 0 | €322,678 | 2014 | Leiderdorp | ||
| Wonen bij September | 1,466 | 20 | 0 | €257,376 | ||||
| September Nijverdal | 1,466 | 20 | 0 | €257,376 | 2019 | Nijverdal | ||
| Omega | 1,587 | 26 | 0 | €219,576 | ||||
| Meldestraat | 1,587 | 26 | 0 | €219,576 | 2019 | Emmeloord | ||
| United Kingdom2 | 286,394 | 6,541 | 0 | €52,472,663 £44,139,556 |
€51,549,501 £43,363,000 |
|||
| Bondcare Group | 64,483 | 1,484 | 0 | £8,821,881 | ||||
| Alexander Court | 3,347 | 82 | 0 | £547,433 | 2002 | Dagenham | ||
| Ashurst Park | 2,145 | 47 | 0 | £470,000 | 1990 (2016) | Tunbridge Wells | ||
| Ashwood | 2,722 | 70 | 0 | £382,800 | 2001 (2017) | Hayes | ||
| Beech Court | 2,135 | 51 | 0 | £391,395 | 1999 | Romford | ||
| Beechcare | 2,739 | 65 | 0 | £703,687 | 1989 (2017) | Darenth | ||
| Bentley Court | 3,755 | 77 | 0 | £380,000 | 2009 (2016) | Wednesfield | ||
| Brook House | 3,155 | 74 | 0 | £506,143 | 2001 (2017) | Thamesmead | ||
| Chatsworth Grange | 2,558 | 66 | 0 | £271,443 | 1998 (2017) | Sheffield | ||
| Clarendon | 2,132 | 51 | 0 | £335,384 | 1998 (2017) | Croydon | ||
| Coniston Lodge | 3,733 | 92 | 0 | £421,680 | 2003 | Feltham | ||
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Derwent Lodge | 2,612 | 62 | 0 | £538,915 | 2000 | Feltham | ||
| Green Acres | 2,352 | 62 | 0 | £263,465 | 2000 (2017) | Leeds | ||
| Lashbrook House | 1,741 | 46 | 0 | £0 | 1995 (2016) | Lower Shiplake | ||
| Meadowbrook | 3,334 | 69 | 0 | £276,000 | 1991 (2015) | Gobowen | ||
| Moorland Gardens | 3,472 | 79 | 0 | £421,544 | 2004 | Luton | ||
| Springfield | 3,153 | 80 | 0 | £336,184 | 2000 | Ilford | ||
| The Fountains | 2,510 | 62 | 0 | £360,165 | 2000 | Rainham | ||
| The Mount | 1,229 | 35 | 0 | £0 | 2001 (2015) | Wargrave | ||
| The Grange | 7,693 | 160 | 0 | £723,025 | 2005 | Southall | ||
| The Hawthorns | 4,558 | 73 | 0 | £742,618 | 2011 | Woolston | ||
| The Uplands | 3,411 | 81 | 0 | £750,000 | 2007 | Shrewsbury | ||
| Maria Mallaband | 50,213 | 1,142 | 0 | £9,144,799 | ||||
| Ashmead | 4,557 | 110 | 0 | £1,033,072 | 2004 | Putney | ||
| Belvoir Vale | 2,158 | 56 | 0 | £742,630 | 1991 (2016) | Widmerpool | ||
| Blenheim | 2,288 | 64 | 0 | £284,148 | 2000 (2015) | Ruislip | ||
| Coplands | 3,445 | 79 | 0 | £598,029 | 1998 (2016) | Wembley | ||
| Eltandia Hall | 3,531 | 83 | 0 | £659,121 | 1999 | Norbury | ||
| Glennie House | 2,279 | 52 | 0 | £125,152 | 2005 (2014) | Auchinleck | ||
| Heritage | 2,972 | 72 | 0 | £863,721 | 2002 (2015) | Tooting | ||
| Kings Court (MM) | 2,329 | 60 | 0 | £257,950 | 2000 (2016) | Swindon | ||
| Knights Court | 3,100 | 80 | 0 | £552,152 | 1998 (2017) | Edgware | ||
| Ottery | 3,513 | 62 | 0 | £704,899 | 2019 | Ottery St Mary | ||
| River View | 5,798 | 137 | 0 | £963,465 | 2001 | Reading | ||
| The Windmill | 2,332 | 53 | 0 | £215,935 | 2007 (2015) | Slough | ||
| Deepdene | 3,009 | 66 | 0 | £865,152 | 2006 | Dorking | ||
| Princess Lodge | 4,087 | 85 | 0 | £305,844 | 2006 | Swindon | ||
| Minster Grange | 4,815 | 83 | 0 | £973,528 | 2012 | York | ||
| Burlington | 49,705 | 1,234 | 0 | £7,108,554 | ||||
| Bessingby Hall | 2,471 | 65 | 0 | £413,167 | 2005 (2014) | Bessingby | ||
| Cherry Trees3 | 3,178 | 81 | 0 | £241,186 | 1990 (2017) | Barnsley | ||
| Crystal Court | 2,879 | 60 | 0 | £566,610 | 2012 | Harrogate | ||
| Figham House | 2,131 | 63 | 0 | £528,230 | 2017 | Beverley | ||
| Foresters Lodge | 2,241 | 69 | 0 | £373,719 | 2017 | Bridlington | ||
| Grosvenor Park | 2,312 | 61 | 0 | £303,000 | 2004 (2016) | Darlington | ||
| Highfield Care Centre | 3,260 | 88 | 0 | £408,040 | 2003 (2015) | Castleford | ||
| Maple Court | 3,045 | 64 | 0 | £489,850 | 2018 | Scarborough | ||
| Maple Lodge | 1,673 | 55 | 0 | £229,865 | 1989 (2017) | Scotton | ||
| Priestley | 1,520 | 40 | 0 | £252,500 | 2002 (2016) | Birstall | ||
| Riverside View | 2,362 | 59 | 0 | £303,000 | 2004 (2016) | Darlington | ||
| Southlands | 1,812 | 48 | 0 | £279,730 | 1995 (2015) | Driffield | ||
| The Elms & Oakwood | 5,361 | 80 | 0 | £419,331 | 1995 (2016) | Louth | ||
| The Grange | 2,919 | 73 | 0 | £326,007 | 2005 (2015) | Darlington | ||
| The Hawthornes | 1,512 | 40 | 0 | £278,154 | 2003 (2017) | Birkenshaw | ||
| The Lawns | 2,459 | 62 | 0 | £235,672 | 2005 (2017) | Darlington | ||
| The Limes | 3,414 | 97 | 0 | £716,215 | 2017 | Driffield | ||
| The Lodge | 2,226 | 53 | 0 | £180,000 | 2003 (2016) | South Shields | ||
| The Sycamores | 1,627 | 40 | 0 | £363,792 | 2003 (2016) | Wakefield | ||
| York House | 1,302 | 36 | 0 | £200,485 | 1999 (2016) | Dewsbury | ||
| Care UK | 32,368 | 740 | 0 | £3,894,046 | ||||
| Armstrong House | 2,799 | 71 | 0 | £324,875 | 2006 (2016) | Gateshead | ||
| Cheviot Court | 2,978 | 73 | 0 | £551,842 | 2006 (2016) | South Shields | ||
| Church View | 1,653 | 42 | 0 | £139,073 | 2004 (2015) | Seaham | ||
| Collingwood Court | 2,525 | 63 | 0 | £500,663 | 2005 (2016) | North Shields | ||
| Elwick Grange | 2,493 | 60 | 0 | £308,186 | 2002 | Hartlepool | ||
| Grangewood Care Centre | 2,317 | 50 | 0 | £322,650 | 2005 (2016) | Houghton Le Spring |
| LETTER TO THE AEDIFICA FUTUREPROOF AEDIFICA STAKEHOLDERS IN 2021 |
OUR STRATEGY |
|---|---|
| --------------------------------------------------------------------------------- | -------------- |
BUSINESS REVIEW
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Hadrian House | 2,487 | 55 | 0 | £307,073 | 2002 (2016) | Blaydon | ||
| Hadrian Park | 2,892 | 73 | 0 | £251,444 | 2004 | Billingham | ||
| Ponteland Manor | 2,160 | 52 | 0 | £178,014 | 2003 (2016) | Ponteland | ||
| Stanley Park | 3,240 | 71 | 0 | £431,683 | 2006 (2015) | Stanley | ||
| The Terrace | 2,190 | 40 | 0 | £244,769 | 1800 (2016) | Richmond | ||
| Ventress Hall | 4,635 | 90 | 0 | £333,775 | 1994 (2017) | Darlington | ||
| Renaissance | 22,414 | 512 | 0 | £3,077,489 | ||||
| Beech Manor | 2,507 | 46 | 0 | £217,827 | 1995 (2017) | Blairgowrie | ||
| Jesmond | 2,922 | 65 | 0 | £462,701 | 2008 (2015) | Aberdeen | ||
| Kingsmills | 2,478 | 60 | 0 | £573,245 | 1997 (2010) | Inverness | ||
| Letham Park | 2,954 | 70 | 0 | £377,284 | 1995 (2017) | Edinburgh | ||
| Meadowlark | 2,005 | 57 | 0 | £171,870 | 1989 (2015) | Forres | ||
| Persley Castle | 1,550 | 40 | 0 | £229,457 | 1970 (2017) | Aberdeen | ||
| The Cowdray Club | 2,581 | 35 | 0 | £355,878 | 2009 (2016) | Aberdeen | ||
| Torry | 3,028 | 81 | 0 | £349,327 | 1996 (2016) | Aberdeen | ||
| Whitecraigs | 2,389 | 58 | 0 | £339,900 | 2001 | Glasgow | ||
| Excelcare | 14,007 | 244 | 0 | £2,247,000 | ||||
| Abbot Care Home | 6,827 | 98 | 0 | £781,000 | 2016 | Harlow | ||
| Stanley Wilson Lodge | 3,766 | 75 | 0 | £626,000 | 2010 | Saffron Walden | ||
| St Fillans | 3,414 | 71 | 0 | £840,000 | 2012 | Colchester | ||
| Halcyon Care Homes | 10,144 | 198 | 0 | £2,111,950 | ||||
| Hazel End | 3,210 | 66 | 0 | £734,400 | 2019 | Bishops Stortford | ||
| Marham House | 3,435 | 66 | 0 | £703,800 | 2020 | Bury St. Edmunds | ||
| Corby Priors Hall Park | 3,499 | 66 | 0 | £673,750 | 2021 | Corby | ||
| Hamberley Care Homes | 7,177 | 129 | 0 | £1,743,520 | ||||
| Richmond Manor | 3,808 | 69 | 0 | £949,520 | 2020 | Ampthill | ||
| Abbotts Wood Manor | 3,369 | 60 | 0 | £794,000 | 2021 | Hailsham | ||
| Lifeways | 3,880 | 67 | 0 | £1,244,000 | ||||
| Heath Farm | 2,832 | 47 | 0 | £884,000 | 2009 | Scopwick | ||
| Sharmers Fields House | 1,048 | 20 | 0 | £360,000 | 2008 (2010) | Leamington Spa | ||
| Caring Homes | 8,898 | 221 | 0 | £1,512,432 | ||||
| Brooklyn House | 1,616 | 38 | 0 | £349,020 | 2009 (2016) | Attleborough | ||
| Guysfield | 2,052 | 51 | 0 | £409,316 | 2000 (2015) | Letchworth | ||
| Hillside House and Mellish House |
3,629 | 92 | 0 | £485,434 | 2005 (2016) | Sudbury | ||
| Sanford House | 1,601 | 40 | 0 | £268,662 | 1998 (2016) | East Dereham | ||
| Harbour Healthcare | 12,742 | 339 | 0 | £1,567,662 | ||||
| Bentley Rosedale Manor | 2,896 | 78 | 0 | £392,341 | 2010 (2017) | Crewe | ||
| Cromwell Court | 2,896 | 67 | 0 | £271,016 | 1995 | Warrington | ||
| Hilltop Manor | 2,809 | 80 | 0 | £320,000 | 1995 (2015) | Tunstall | ||
| Oak Lodge | 1,699 | 45 | 0 | £300,000 | 1995 (2018) | Chard | ||
| Tree Tops Court | 2,442 | 69 | 0 | £284,305 | 1990 (2015) | Leek | ||
| Handsale | 4,107 | 80 | 0 | £855,000 | ||||
| Priesty Fields | 4,107 | 80 | 0 | £855,000 | 2021 | Congleton | ||
| Barchester | 1,554 | 49 | 0 | £310,000 | ||||
| Highfields (Notts) | 1,554 | 49 | 0 | £310,000 | 2008 (2016) | Edingley | ||
| Conniston Care | 4,702 | 102 | 0 | £501,223 | ||||
| Athorpe Lodge and The Glades2 |
4,702 | 102 | 0 | £501,223 | 1985 (2017) | Sheffield | ||
| Finland | 229,694 | 2,994 10,641 | €46,517,596 | €46,460,436 | ||||
| Attendo | 53,610 | 1,278 | 0 | €10,241,357 | ||||
| Koy Vihdin Vanhan sepän tie | 1,498 | 40 | 0 | €327,438 | 2015 | Nummela | ||
| Koy Kouvolan Vinttikaivontie |
1,788 | 48 | 0 | €390,606 | 2015 | Kouvola |
| AEDIFICA ON | FINANCIAL | ADDITIONAL | ||
|---|---|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA | STATEMENTS | INFORMATION |
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Koy Lahden Vallesmanninkatu A |
1,199 | 30 | 0 | €254,827 | 2015 | Lahti | ||
| Koy Orimattilan Suppulanpolku |
1,498 | 40 | 0 | €344,717 | 2016 | Orimattila | ||
| Koy Espoon Vuoripirtintie (Hoivakoti 2.kerroksessa) |
1,480 | 35 | 0 | €306,684 | 2016 | Espoo | ||
| Koy Kajaanin Erätie | 1,920 | 52 | 0 | €351,687 | 2017 | Kajaani | ||
| Koy Heinolan Lähteentie | 1,665 | 41 | 0 | €330,196 | 2017 | Heinola | ||
| Koy Uudenkaupungin Puusepänkatu |
1,209 | 30 | 0 | €254,123 | 2017 | Uusikaupunki | ||
| Koy Porvoon Fredrika Runebergin katu |
973 | 29 | 0 | €261,094 | 2017 | Porvoo | ||
| Koy Pihtiputaan Nurmelanpolku |
1,423 | 40 | 0 | €255,260 | 2004 (2017) | Pihtipudas | ||
| Koy Nokian Näsiäkatu | 1,665 | 41 | 0 | €340,320 | 2017 | Nokia | ||
| Koy Oulun Ukkoherrantie B | 878 | 20 | 0 | €197,451 | 2017 | Oulu | ||
| Koy Keravan Männiköntie | 862 | 27 | 0 | €247,720 | 2017 | Kerava | ||
| Koy Lohjan Ansatie | 1,593 | 40 | 0 | €339,272 | 2017 | Lohja | ||
| Koy Uudenkaupungin Merimetsopolku C (HKO) |
655 | 15 | 0 | €142,448 | 2017 | Uusikaupunki | ||
| Koy Nurmijärven Ratakuja | 856 | 20 | 0 | €184,839 | 2017 | Nurmijärvi | ||
| Koy Rovaniemen Matkavaarantie |
977 | 21 | 0 | €181,275 | 2018 | Rovaniemi | ||
| Koy Mikkelin Ylännetie 8 | 982 | 22 | 0 | €185,783 | 2018 | Mikkeli | ||
| Koy Euran Käräjämäentie | 2,400 | 42 | 0 | €113,809 | 2018 | Eura | ||
| Koy Vaasan Vanhan Vaasankatu |
1,195 | 25 | 0 | €215,640 | 2018 | Vaasa | ||
| Koy Oulun Sarvisuontie | 1,190 | 27 | 0 | €220,278 | 2019 | Oulu | ||
| Koy Vihdin Hiidenrannantie |
1,037 | 23 | 0 | €221,352 | 2019 | Nummela | ||
| Koy Kokkolan Ankkurikuja | 1,218 | 31 | 0 | €227,617 | 2019 | Kokkola | ||
| Koy Kuopion Portti A2 | 2,706 | 65 | 0 | €598,310 | 2019 | Kuopio | ||
| Koy Pieksämäen Ruustinnantie |
792 | 20 | 0 | €150,666 | 2020 | Pieksämäki | ||
| Koy Kouvolan Ruskeasuonkatu |
3,019 | 60 | 0 | €497,057 | 2020 | Kouvola | ||
| Kotka Metsäkulmankatu | 1,521 | 40 | 0 | €309,895 | 2010 | Kotka | ||
| Vasaa Tehokatu | 3,068 | 78 | 0 | €466,967 | 2010 | Vaasa | ||
| Oulu Isopurjeentie | 3,824 | 86 | 0 | €735,189 | 2010 | Oulu | ||
| Teuva Tuokkolantie | 834 | 18 | 0 | €126,520 | 2010 | Teuva | ||
| Kokkola Ilkantie | 3,353 | 73 | 0 | €689,438 | 2016 | Kokkola | ||
| Kokkola Metsämäentie | 1,078 | 26 | 0 | €185,525 | 2014 | Kokkola | ||
| Kokkola Kärrytie | 790 | 23 | 0 | €169,456 | 2008 | Kokkola | ||
| Lohjan Sahapiha (child day-care) |
2,470 | 50 | 0 | €417,900 | 2021 | Lohja | ||
| Municipalities (multiple tenants) | 28,653 | 189 | 1,872 | €5,843,230 | ||||
| Koy Raahen Palokunnanhovi |
423 | 0 | 60 | €80,496 | 2010 | Raahe | ||
| Koy Siilinjärven Sinisiipi | 568 | 0 | 72 | €100,947 | 2012 | Toivala | ||
| Koy Mäntyharjun Lääkärinkuja |
1,667 | 41 | 0 | €284,527 | 2017 | Mäntyharju | ||
| Koy Uudenkaupungin Merimetsopolku B (PK) |
661 | 0 | 78 | €136,707 | 2017 | Uusikaupunki | ||
| Koy Siilinjärven Risulantie | 2,286 | 30 | 0 | €553,241 | 2018 | Siilinjärvi | ||
| Koy Ylivieskan Mikontie 1 | 847 | 15 | 0 | €208,188 | 2018 | Ylivieska | ||
| Koy Ylivieskan Ratakatu 12 | 1,294 | 30 | 0 | €278,124 | 2018 | Ylivieska | ||
| Koy Raahen Vihastenkarinkatu |
800 | 0 | 120 | €153,562 | 2018 | Raahe | ||
| Koy Jyväskylän Ailakinkatu | 721 | 0 | 75 | €199,140 | 2019 | Jyväskylä |
| FUTUREPROOF | |
|---|---|
| AEDIFICA |
IN 2021 OUR STRATEGY
BUSINESS REVIEW
| Koy Siilinjärven Nilsiäntie 1,086 0 100 €205,133 2019 Siilinjärvi Koy Laihian 630 0 75 €66,000 2019 Laihia Jarrumiehentie Koy Mikkelin Sahalantie 1,730 0 150 €442,217 2019 Mikkeli Koy Rovaniemen 2,200 0 203 €359,863 2020 Rovaniemi Santamäentie Koy Vaasan Uusmetsäntie 2,519 0 210 €445,560 2020 Vaasa Koy Oulun Ruismetsä 2,140 0 205 €465,019 2020 Oulu Oulun Salonpään koulu 2,026 0 206 €597,600 2021 Oulunsalo Koy Kuopion 2,104 0 168 €308,336 2021 Kuopio Männistönkatu PK Koy Oulun Valjastie 1,901 0 150 €439,560 2021 Oulu Raahe care home 2,450 60 0 €431,693 2021 Raahe Kaskinen Bladintie 600 13 0 €87,316 2009 Kaskinen 23,356 0 2,742 €5,192,249 Touhula Koy Nurmijärven 477 0 57 €97,420 2011 Nurmijärvi Laidunalue Koy Oulun Paulareitti 1,128 0 144 €248,213 2013 Oulu Koy Kuopion Sipulikatu 564 0 72 €129,521 2013 Kuopio Koy Oulun Rakkakiventie2 1,133 0 146 €241,107 2014 Oulu Koy Porvoon 564 0 70 €135,690 2014 Porvoo Peippolankuja Koy Pirkkalan 1,185 0 143 €271,954 2014 (2015) Pirkkala Lehtimäentie Koy Espoon 891 0 75 €203,600 2014 Espoo Fallåkerinrinne Koy Ylöjärven 1,333 0 164 €300,373 2014 Ylöjärvi Mustarastaantie2 Koy Tampereen 1,205 0 143 €259,828 2015 (2019) Tampere Lentävänniemenkatu Koy Turun 1,464 0 157 €320,472 2015 Turku Vähäheikkiläntie Koy Turun Vakiniituntie 567 0 60 €143,341 2015 Turku Koy Vantaan Koetilankatu 890 0 108 €214,372 2015 Vantaa Koy Espoon Tikasmäentie 912 0 108 €208,261 2015 Espoo Koy Kangasalan 561 0 72 €137,886 2015 Kangasala Mäntyveräjäntie Koy Ylöjärven 707 0 84 €153,935 2015 Ylöjärvi Työväentalontie Koy Vantaan Vuohirinne 896 0 108 €201,139 2016 Vantaa Koy Porvoon Vanha 670 0 84 €154,115 2016 Porvoo Kuninkaantie Koy Espoon Meriviitantie 769 0 96 €180,069 2016 Espoo Koy Vantaan Punakiventie 484 0 58 €120,354 2016 Vantaa Koy Mikkelin Ylännetie 10 625 0 72 €137,857 2016 Mikkeli Koy Espoon Vuoripirtintie 472 0 54 €106,421 2016 Espoo Koy Kirkkonummen 565 0 72 €139,258 2017 Kirkkonummi Kotitontunkuja Koy Varkauden 1,260 0 150 €232,400 2012 Varkaus Kaura-ahontie Koy Kotkan Loitsutie 620 0 78 €120,129 2017 Kotka Koy Tornion Torpin 635 0 72 €124,957 2017 Tornio Rinnakkaiskatu Koy Lahden Jahtikatu 894 0 72 €238,225 2018 Lahti Koy Kalajoen Hannilantie 663 0 75 €125,822 2018 Kalajoki Koy Iisalmen Petter 644 0 72 €131,702 2018 Iisalmi Kumpulaisentie |
Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location |
|---|---|---|---|---|---|---|---|---|
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| As Oy Oulun Figuuri | 330 | 0 | 41 | €62,564 | 2018 | Oulu | ||
| As Oy Kangasalan Freesia | 252 | 0 | 35 | €51,265 | 2018 | Kangasala | ||
| Mehiläinen | 19,090 | 437 | 0 | €3,971,218 | ||||
| Koy Oulun Kehätie 2 | 1,178 | 30 | 0 | €271,892 | 2014 | Oulu | ||
| Koy Porin Ojantie | 1,629 | 40 | 0 | €344,996 | 2015 | Pori | ||
| Koy Jyväskylän Väliharjuntie |
1,678 | 42 | 0 | €360,707 | 2015 | Vaajakoski | ||
| Koy Espoon Hirvisuontie | 823 | 20 | 0 | €168,185 | 2017 | Espoo | ||
| Koy Hollolan Sarkatie | 1,663 | 42 | 0 | €368,593 | 2017 | Hollola | ||
| Koy Vihdin Pengerkuja 2 | 665 | 15 | 0 | €135,852 | 2018 | Vihti | ||
| Koy Hämeenlinnan Jukolanraitti |
1,925 | 40 | 0 | €348,850 | 2018 | Hämeenlinna | ||
| Koy Sipoon Aarretie | 964 | 21 | 0 | €183,738 | 2018 | Sipoo | ||
| Koy Äänekosken Likolahdenkatu |
771 | 15 | 0 | €134,928 | 2019 | Äänekoski | ||
| Koy Riihimäen Jyrätie | 741 | 16 | 0 | €151,341 | 2019 | Riihimäki | ||
| Koy Oulun Siilotie | 1,868 | 45 | 0 | €384,684 | 2020 | Oulu | ||
| Oulun Villa Sulka | 2,973 | 60 | 0 | €663,276 | 2016 | Oulu | ||
| Mikkelin Kastanjakuja | 963 | 20 | 0 | €174,300 | 2019 | Mikkeli | ||
| Kuopion Oiva | 619 | 17 | 0 | €142,236 | 2019 | Kuopio | ||
| Nokian Luhtatie | 630 | 14 | 0 | €137,640 | 2018 | Nokia | ||
| Pilke | 20,073 | 0 | 2,344 | €4,156,089 | ||||
| Koy Mäntsälän Liedontie | 645 | 0 | 66 | €152,322 | 2013 | Mäntsälä | ||
| Koy Lahden Vallesmanninkatu B |
561 | 0 | 72 | €129,063 | 2015 | Lahti | ||
| Koy Kouvolan Kaartokuja | 566 | 0 | 68 | €132,109 | 2016 | Kouvola | ||
| Koy Nokian Vikkulankatu | 993 | 0 | 126 | €173,150 | 2016 | Nokia | ||
| Koy Vantaan Tuovintie | 584 | 0 | 73 | €141,199 | 2016 | Vantaa | ||
| Koy Porin Palokärjentie 2 | 986 | 0 | 108 | €177,586 | 2016 | Pori | ||
| Koy Rovaniemen Ritarinne | 1,186 | 0 | 132 | €279,771 | 2016 | Rovaniemi | ||
| Koy Vantaan Mesikukantie | 1,490 | 0 | 184 | €311,181 | 2016 | Vantaa | ||
| Koy Varkauden Savontie | 657 | 0 | 72 | €127,960 | 2017 | Varkaus | ||
| Koy Pirkkalan Perensaarentie |
1,313 | 0 | 168 | €282,849 | 2017 | Pirkkala | ||
| Koy Jyväskylän Mannisenmäentie |
916 | 0 | 102 | €164,231 | 2017 | Jyväskylä | ||
| Koy Kaarinan Nurminiitynkatu |
825 | 0 | 96 | €170,351 | 2017 | Kaarina | ||
| Koy Porin Koekatu | 915 | 0 | 96 | €179,569 | 2018 | Pori | ||
| Koy Kajaanin Valonkatu | 635 | 0 | 75 | €143,535 | 2018 | Kajaani | ||
| Koy Mikkelin Väänäsenpolku |
648 | 0 | 72 | €128,755 | 2018 | Mikkeli | ||
| Koy Sotkamon Kirkkotie | 547 | 0 | 72 | €143,427 | 2018 | Sotkamo | ||
| Koy Oulun Soittajanlenkki | 1,091 | 0 | 120 | €220,411 | 2018 | Oulu | ||
| Koy Rovaniemen Mäkirannantie |
530 | 0 | 75 | €81,153 | 1989 | Rovaniemi | ||
| Koy Joutsenon Päiväkoti 2 | 658 | 0 | 76 | €123,852 | 2019 | Lappeenranta | ||
| Koy Oulun Soittajanlenkki, expansion |
654 | 0 | 75 | €135,949 | 2019 | Oulu | ||
| As Oy Lahden Vuorenkilpi | 703 | 0 | 90 | €163,997 | 2019 | Lahti | ||
| Koy Rovaniemen Gardininkuja |
653 | 0 | 76 | €139,638 | 2020 | Rovaniemi | ||
| Koy Kontiolahden Päiväperhosenkatu |
690 | 0 | 70 | €139,871 | 2020 | Lehmo | ||
| Nurmijärvi Luhtavillantie | 1,153 | 0 | 120 | €221,760 | 2021 | Klaukkala | ||
| Lohjan Sahapiha (care home) |
478 | 0 | 60 | €92,400 | 2021 | Lohja |
| FUTUREPROOF | |
|---|---|
| AEDIFICA |
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Norlandia | 14,693 | 46 | 1,508 | €2,991,706 | ||||
| Koy Sipoon Satotalmantie2 | 497 | 0 | 60 | €104,306 | 2016 | Sipoo | ||
| Koy Jyväskylän Haperontie |
700 | 0 | 84 | €136,245 | 2016 | Jyväskylä | ||
| Koy Espoon Oppilaantie | 1,045 | 0 | 120 | €198,118 | 2017 | Espoo | ||
| Koy Kuopion Rantaraitti | 822 | 0 | 96 | €162,540 | 2017 | Kuopio | ||
| Koy Ruskon Päällistönmäentie |
697 | 0 | 84 | €150,495 | 2017 | Rusko | ||
| Koy Kouvolan Pappilantie2 | 567 | 0 | 65 | €114,616 | 2017 | Myllykoski | ||
| Koy Uudenkaupungin Merilinnuntie |
702 | 0 | 84 | €146,276 | 2018 | Uusikaupunki | ||
| Koy Lahden Piisamikatu | 697 | 0 | 84 | €145,276 | 2018 | Lahti | ||
| Koy Turun Lukkosepänkatu |
882 | 0 | 100 | €189,694 | 2018 | Turku | ||
| Koy Sipoon Aarrepuistonkuja |
668 | 0 | 75 | €146,036 | 2018 | Sipoo | ||
| Koy Sastamalan Tyrväänkyläntie |
706 | 0 | 84 | €128,312 | 2018 | Sastamala | ||
| Koy Keuruun Tehtaantie | 538 | 0 | 60 | €111,115 | 2018 | Keuruu | ||
| Koy Mynämäen Opintie | 697 | 0 | 84 | €145,850 | 2019 | Mynämäki | ||
| Koy Ruskon Päällistönmäentie |
505 | 0 | 60 | €104,303 | 2019 | Rusko | ||
| Koy Siilinjärvi Honkarannantie2 |
921 | 0 | 120 | €192,099 | 2019 | Siilinjärvi | ||
| Koy Haminan Lepikönranta |
575 | 0 | 80 | €135,038 | 2019 | Hamina | ||
| Koy Jyväskylän Vävypojanpolku |
769 | 0 | 84 | €160,802 | 2019 | Jyväskylä | ||
| Tuusulan Isokarhunkierto | 2,709 | 46 | 84 | €520,586 | 2020 | Tuusula | ||
| Esperi | 8,329 | 194 | 0 | €1,985,887 | ||||
| Koy Loviisan Mannerheiminkatu |
1,133 | 29 | 0 | €308,590 | 2015 | Loviisa | ||
| Koy Kajaanin Menninkäisentie |
1,178 | 30 | 0 | €289,331 | 2016 | Kajaani | ||
| Koy Iisalmen Kangaslammintie |
802 | 20 | 0 | €176,971 | 2018 | Iisalmi | ||
| Seinäjoki Kutojankatu | 5,217 | 115 | 0 | €1,210,995 | 2018 | Seinäjoki | ||
| Kristillinen koulu |
7,915 | 0 | 717 | €1,548,695 | ||||
| Järvenpään Yliopettajankatu |
1,784 | 0 | 180 | €310,376 | 2020 | Järvenpää | ||
| Koy Espoon Matinkartanontie |
6,131 | 0 | 537 | €1,238,318 | 2021 | Espoo | ||
| Vetrea | 6,540 | 138 | 0 | €1,208,525 | ||||
| Koy Lappeenrannan Orioninkatu |
935 | 22 | 0 | €189,315 | 2018 | Lappeenranta | ||
| Porvoon Haarapääskyntie | 886 | 17 | 0 | €141,235 | 2019 | Porvoo | ||
| Kangasalan Rekiäläntie | 1,240 | 28 | 0 | €255,632 | 2019 | Kangasala | ||
| Koy Iisalmen Satamakatu | 2,630 | 53 | 0 | €477,451 | 2020 | Iisalmi | ||
| Jyväskylä Sulkulantie | 850 | 18 | 0 | €144,893 | 2017 | Jyväskylä | ||
| Multiple tenants (Mehiläinen & other) | 4,154 | 53 | 0 | €1,087,043 | ||||
| Vantaa Asolantie | 4,154 | 53 | 0 | €1,087,043 | 2012 | Vantaa | ||
| Sentica | 2,642 | 0 | 318 | €560,935 | ||||
| Koy Raision Tenavakatu | 622 | 0 | 75 | €139,497 | 2013 | Raisio | ||
| Koy Maskun Ruskontie | 1,201 | 0 | 147 | €259,216 | 2014 (2018) | Masku | ||
| Koy Paimion Mäkiläntie | 820 | 0 | 96 | €162,222 | 2018 | Paimio |
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Aspa | 2,433 | 70 | 0 | €449,520 | ||||
| KEVA Lohja Porapojankuja |
774 | 15 | 0 | €127,827 | 2021 | Lohja | ||
| Loimaan Villa Inno | 1,093 | 23 | 0 | €203,197 | 2019 | Loimaa | ||
| Kouvolan Oiva | 566 | 32 | 0 | €118,496 | 2019 | Kouvola | ||
| Priimi | 2,100 | 0 | 233 | €398,807 | ||||
| Jyväskylä Harjutie | 943 | 0 | 91 | €169,200 | 2021 | Vaajakoski | ||
| Kuopion Amerikanraitti | 1,157 | 0 | 142 | €229,607 | 2017 (2021) | Kuopio | ||
| Rinnekoti | 1,999 | 42 | 0 | €327,360 | ||||
| Koy Turun Lemmontie | 926 | 21 | 0 | €166,080 | 2021 | Turku | ||
| Oulu Ukkoherrantie A | 1,073 | 21 | 0 | €161,280 | 2021 | Oulu | ||
| Hovi Group | 1,978 | 32 | 0 | €345,015 | ||||
| Nokia Kivimiehenkatu | 1,978 | 32 | 0 | €345,015 | 2012 | Nokia | ||
| KVPS | 1,616 | 30 | 0 | €299,619 | ||||
| Koy Jyväskylän Palstatie | 825 | 15 | 0 | €146,183 | 2019 | Jyväskylä | ||
| Koy Lahden keva makarantie |
791 | 15 | 0 | €153,436 | 2020 | Lahti | ||
| Paltan Palveluasunnot | 1,507 | 24 | 54 | €280,847 | ||||
| Koy Turun Paltankatu | 1,507 | 24 | 54 | €280,847 | 2019 | Turku | ||
| Pääkaupungin turvakoti | 1,018 | 14 | 0 | €250,317 | ||||
| Koy Helsingin Työnjohtajankadun Seppä 3 |
1,018 | 14 | 0 | €250,317 | 2021 | Helsinki | ||
| Musiikkikoulu Rauhala | 1,609 | 0 | 195 | €340,230 | ||||
| Koy Laukaan Hytösenkuja | 730 | 0 | 87 | €169,797 | 2015 | Laukaa | ||
| Koy Laukaan Saratie | 879 | 0 | 108 | €170,433 | 2018 | Laukaa | ||
| Huhtihovi | 1,199 | 30 | 0 | €241,200 | ||||
| Salo Papinkuja | 1,199 | 30 | 0 | €241,200 | 2021 | Salo | ||
| Pihlajantertut | 1,613 | 33 | 0 | €259,812 | ||||
| Espoo Rajamännynahde | 1,613 | 33 | 0 | €259,812 | 2002 | Espoo | ||
| CTM | 1,457 | 27 | 0 | €276,727 | ||||
| Koy Janakkalan Kekanahontie |
1,457 | 27 | 0 | €276,727 | 2019 | Janakkala | ||
| Rebekan Hoitokoti | 1,222 | 30 | 0 | €253,890 | ||||
| Koy Iisalmen Vemmelkuja | 1,222 | 30 | 0 | €253,890 | 2019 | Iisalmi | ||
| Peurunka | 1,086 | 22 | 0 | €290,529 | ||||
| Laukaa Peurungantie | 1,086 | 22 | 0 | €290,529 | 2020 | Laukaa | ||
| Förkkeli | 1,096 | 16 | 0 | €207,278 | ||||
| Oulun Maininki | 1,096 | 16 | 0 | €207,278 | 2017 | Oulu | ||
| Sotehotellit | 1,521 | 32 | 0 | €246,528 | ||||
| Koy Ulvilan Kulmalantie | 1,521 | 32 | 0 | €246,528 | 2020 | Ulvila | ||
| Dagmaaria | 1,199 | 32 | 0 | €216,799 | ||||
| Porin Kerhotie | 1,199 | 32 | 0 | €216,799 | 2021 | Pori | ||
| Suomen Kristilliset Hoivakodit | 1,178 | 27 | 0 | €226,548 | ||||
| Kajaani Uitontie | 1,178 | 27 | 0 | €226,548 | 2021 | Kajaani | ||
| Serafiinakoti | 1,180 | 30 | 0 | €207,000 | ||||
| Hämeenlinna Kampuskaarre |
1,180 | 30 | 0 | €207,000 | 2021 | Hämeenlinna | ||
| K-P Hoitopalvelu | 911 | 25 | 0 | €226,418 | 226,418 | |||
| Koy Kokkolan Vanha Ouluntie |
911 | 25 | 0 | €226,418 | 2017 | Kokkola | ||
| Validia | 1,053 | 17 | 0 | €252,715 | 243,680 | |||
| Koy Kuusankosken Keva | 1,053 | 17 | 0 | €252,715 | 2021 | Kouvola | ||
| Siriuspäiväkodit | 985 | 0 | 108 | €218,868 | ||||
| Koy Limingan Kauppakaari |
564 | 0 | 72 | €132,424 | 2013 | Tupos | ||
| Oulunsalon Vihannestie | 421 | 0 | 36 | €86,444 | 2021 | Oulu |
| FUTUREPROOF | LETTER TO THE | AEDIFICA |
|---|---|---|
| AEDIFICA | STAKEHOLDERS |
IN 2021 OUR STRATEGY
BUSINESS REVIEW
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Vantaan Turvakoti | 844 | 14 | 0 | €192,912 | ||||
| Koy Vantaan Koivukylän Puistotie |
844 | 14 | 0 | €192,912 | 2019 | Vantaa | ||
| Ikifit | 995 | 30 | 0 | €204,543 | ||||
| Koy Kangasalan Hilmanhov |
995 | 30 | 0 | €204,543 | 2009 | Kangasala | ||
| Hoivakymppi Oy | 832 | 17 | 0 | €192,038 | ||||
| Jyväskylä Martikaisentie | 832 | 17 | 0 | €192,038 | 2014 | Jyväskylä | ||
| Autismisäätiö | 1,042 | 12 | 0 | €184,800 | ||||
| Kotka Särmääjänkatu | 1,042 | 12 | 0 | €184,800 | 2021 | Kotka | ||
| Lapin Turkoosi Oy | 960 | 0 | 120 | €172,138 | ||||
| Koy Rovaniemen Muonakuja | 960 | 0 | 120 | €172,138 | 2020 | Rovaniemi | ||
| Folkhälsan | 783 | 0 | 84 | €151,223 | ||||
| Koy Turun Teollisuuskatu | 783 | 0 | 84 | €151,223 | 2017 | Turku | ||
| Kotoisin | 824 | 18 | 0 | €161,156 | ||||
| Kempeleen Ihmemaantie | 824 | 18 | 0 | €161,156 | 2021 | Kempele | ||
| Peikkometsä | 659 | 0 | 72 | €147,472 | ||||
| Koy Lahden Kurenniityntie | 659 | 0 | 72 | €147,472 | 2020 | Villahde | ||
| Tuike | 677 | 0 | 75 | €141,639 | ||||
| Koy Iisalmen Eteläinen Puistoraitti |
677 | 0 | 75 | €141,639 | 2018 | Iisalmi | ||
| Pikkutassu | 646 | 0 | 72 | €138,342 | ||||
| Koy Kajaanin Hoikankatu | 646 | 0 | 72 | €138,342 | 2019 | Kajaani | ||
| Jaarlin Päiväkodit | 565 | 0 | 72 | €130,032 | ||||
| Koy Hämeenlinnan Vanha Alikartanontie |
565 | 0 | 72 | €130,032 | 2015 | Hämeenlinna | ||
| Murunen | 430 | 0 | 55 | €98,341 | ||||
| Koy Ylivieskan Alpuumintie | 430 | 0 | 55 | €98,341 | 2019 | Ylivieska | ||
| Vacant | 1,425 | 35 | 0 | €0 | ||||
| Vaasa Mäkikaivontie | 1,425 | 35 | 0 | €0 | 2010 | Vaasa | ||
| Sweden2 | 15,991 | 120 | 610 | €3,892,002 SEK40,043,640 |
€4,042,782 SEK41,594,971 |
|||
| Olivia Omsorg | 3,128 | 36 | 0 | SEK 8,301,456 | ||||
| Gråmunkehöga LSS Boende |
494 | 6 | 0 | SEK 1,408,464 | 2020 | Uppsala | ||
| Tierp LSS Boende | 494 | 6 | 0 | SEK 1,350,000 | 2021 | Tierp | ||
| Almungeberg 1:21 | 535 | 6 | 0 | SEK 1,342,344 | 2018 | Uppsala | ||
| Almungeberg 1:22 | 535 | 6 | 0 | SEK 1,414,164 | 2021 | Uppsala | ||
| Hässlinge 2:3 | 1,070 | 12 | 0 | SEK 2,786,484 | 2018 (2020) | Enköping | ||
| Ambea | 2,272 | 30 | 0 | SEK 5,569,392 | ||||
| Emmekalv 4:325 | 540 | 6 | 0 | SEK 1,445,592 | 2019 | Oskarshamn | ||
| Steglitsan 2 | 800 | 12 | 0 | SEK 2,061,900 | 2020 | Växjö | ||
| Saga 2 | 932 | 12 | 0 | SEK 2,061,900 | 2021 | Växjö | ||
| Kunskapsförskolan | 2,244 | 0 | 250 | SEK 5,434,824 | ||||
| Norrtälje Östhamra Förskola |
1,158 | 0 | 125 | SEK 2,838,372 | 2020 | Norrtälje | ||
| Älmhult Kunskapsgatan | 1,086 | 0 | 125 | SEK 2,596,452 | 2020 | Älmhult | ||
| Humana | 1,610 | 18 | 0 | SEK 4,268,292 | ||||
| Nyby 3:68 | 540 | 6 | 0 | SEK 1,422,708 | 2019 | Laholm | ||
| Hovsta Gryt 7:2 | 535 | 6 | 0 | SEK 1,422,708 | 2019 | Örebro | ||
| Törsjö 3:204 | 535 | 6 | 0 | SEK 1,422,876 | 2021 | Örebro |
See glossary.
Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2021 (1.18879 £/€ and 10.2887 SEK/€).
Although still under construction, these sites already generate limited rental incomes. This explains why they were included in this table and why the estimated rental value is not mentioned.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| 1,668 18 0 Frösunda Omsorg SEK 3,975,156 Bälinge Lövsta 9:19 540 6 0 2012 Uppsala SEK 1,326,432 Sunnersta 120:2 & 120:4 593 6 0 2013 Uppsala SEK 1,326,432 Bälinge Lövsta 10:140 535 6 0 2013 Uppsala SEK 1,322,292 1,499 0 140 British mini SEK 3,532,980 Eskilstuna Mesta 6:56 1,499 0 140 2020 Eskilstuna SEK 3,532,980 1,097 0 120 TP SEK 2,408,100 Förskola Kallinge 1,097 0 120 2021 Ronneby SEK 2,408,100 905 0 100 Norlandia SEK 2,259,996 Upplands Väsby 905 0 100 2021 Upplands Väsby SEK 2,259,996 Havregatan 535 6 0 Ersta Diakoni SEK 1,466,544 Västlunda 2:12 535 6 0 2020 Vallentuna SEK 1,466,544 540 6 0 MoGård SEK 1,435,116 Anderbäck 1:60 540 6 0 2020 Nyköping SEK 1,435,116 494 6 0 Caritas Fastigheter SEK 1,391,784 Heby LSS Boende 494 6 0 2020 Heby SEK 1,391,784 Ireland 31,494 568 0 €4,478,500 €4,759,300 28,117 483 0 €3,723,000 Virtue Bridhaven 7,299 184 0 €1,400,000 1989 Mallow Waterford 3,888 64 0 €515,000 2018 Waterford New Ross 3,200 62 0 €370,000 2018 New Ross Bunclody 5,590 62 0 €345,000 2018 Bunclody Killerig 4,800 45 0 €170,000 2016 Carlow Altadore 3,340 66 0 €923,000 2015 Glenageary 3,377 85 0 €755,500 Coolmine Caring Services Group Milbrook Manor 3,377 85 0 €755,500 2001 (Project) Saggart Investment properties in joint venture 644 11 0 €97,867 - 50% share held by Aedifica Netherlands 1,288 21 0 €195,735 €195,735 Korian Netherlands 1,288 21 0 €195,735 Zorghuis Hengelo 1,288 21 0 €195,735 2017 Hengelo Properties in development3 129,989 2,008 0 €2,772,005 Germany 77,705 1,204 0 €724,838 EMVIA 35,574 555 0 €330,304 Langwedel 8,250 113 0 €72,881 Project Langwedel Sehnde 6,012 90 0 €45,117 Project Sehnde Seniorenquartier Schwerin 5,235 87 0 €30,567 Project Schwerin Twistringen 5,660 99 0 €47,400 Project Twistringen Uetze 7,138 112 0 €50,400 Project Uetze Hamburg-Rissen 3,279 54 0 €83,939 Project Hamburg Specht Gruppe 23,594 384 0 €193,096 Seniorenquartier Gera 6,673 123 0 €19,476 Project Gera Seniorenquartier 10,564 161 0 €119,020 Project Gummersbach Gummersbach Stadtlohn 6,357 100 0 €54,600 Project Stadtlohn 5,292 91 0 €120,000 Argentum Haus Wellengrund 5,292 91 0 €120,000 Project Stemwede-Levern Residenz Management 7,650 80 0 €52,728 Quartier am Rathausmarkt 7,650 80 0 €52,728 Project Bremervörde 5,595 94 0 €28,710 Specht & Tegler Fredenbeck 5,595 94 0 €28,710 Project Fredenbeck |
Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location |
|---|---|---|---|---|---|---|---|---|
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE |
| Name | Total surface (m²) |
Residents | Child ren |
Contractual rents1 |
Estimated rental value (ERV)1 |
Construction year (refurbishment) |
Location | |
|---|---|---|---|---|---|---|---|---|
| Netherlands | 29,751 | 395 | 0 | €1,251,833 | ||||
| Martha Flora | 6,217 | 76 | 0 | €230,876 | ||||
| Martha Flora Goes | 2,405 | 28 | 0 | €66,189 | Project | Goes | ||
| Martha Flora Oegstgeest | 1,428 | 20 | 0 | €74,832 | Project | Oegstgeest | ||
| Martha Flora Breda | 2,384 | 28 | 0 | €89,855 | Project | Breda | ||
| Stichting Fundis | 4,738 | 60 | 0 | €175,800 | ||||
| Alphen Raadhuisstraat | 2,307 | 27 | 0 | €83,250 | Project | Alphen a/d Rijn | ||
| Waarder Molendijk | 2,431 | 33 | 0 | €92,550 | Project | Waarder | ||
| Saamborgh | 4,902 | 76 | 0 | €280,050 | ||||
| LLT Almere Buiten | 2,352 | 38 | 0 | €157,500 | Project | Almere | ||
| Tiel Bladergroenstraat | 2,550 | 38 | 0 | €122,550 | Project | Tiel | ||
| SVE | 4,981 | 52 | 0 | €211,470 | ||||
| Hilversum SVE | 4,981 | 52 | 0 | €211,470 | Project | Hilversum | ||
| Korian Netherlands | 4,098 | 53 | 0 | €176,875 | ||||
| Vinea Domini | 2,175 | 27 | 0 | €71,875 | Project | Witmarsum | ||
| Natatorium | 1,923 | 26 | 0 | €105,000 | Project | Velp | ||
| Valuas Zorggroep | 1,925 | 26 | 0 | €90,000 | ||||
| Koestraat Zwolle | 1,925 | 26 | 0 | €90,000 | Project | Zwolle | ||
| Amado Almere - Stichting Pinahuis | 2,890 | 52 | 0 | €86,762 | ||||
| De Volder Staete | 2,890 | 52 | 0 | €86,762 | Project | Almere | ||
| United Kingdom2 | 10,957 | 193 | 0 | €394,084 | ||||
| £331,500 | ||||||||
| Halcyon Care Homes | 3,456 | 66 | 0 | £125,000 | ||||
| Wellingborough Glenvale Park |
3,456 | 66 | 0 | £125,000 | Project | Wellingborough | ||
| Maria Mallaband | 3,702 | 61 | 0 | |||||
| Aylesbury Martin Dalby | £107,500 | |||||||
| 3,702 | 61 | 0 | £107,500 | Project | Buckinghamshire | |||
| Burlington | 3,799 | 66 | 0 | £99,000 | ||||
| Shipley Canal Works | 3,799 | 66 | 0 | £99,000 | Project | Shipley | ||
| Ireland | 11,576 | 216 | 0 | €401,250 | ||||
| Virtue | 6,063 | 119 | 0 | €268,750 | ||||
| Dublin Stepaside | 6,063 | 119 | 0 | €268,750 | Project | Kilgobbin | ||
| Coolmine Caring Services Group | 5,513 | 97 | 0 | €132,500 | ||||
| St. Doolagh's | 5,513 | 97 | 0 | €132,500 | Project | Balgriffin | ||
| Projects in development3 | in joint venture - 50% share held by Aedifica |
5,893 | 73 | 0 | €182,311 | |||
| Netherlands | 11,785 | 146 | 0 | €364,621 | ||||
| Korian Netherlands | 11,785 | 146 | 0 | €364,621 | ||||
| HGH Lelystad | 4,301 | 45 | 0 | €129,375 | Project | Lelystad | ||
| HGH Soest | 2,634 | 36 | 0 | €96,576 | Project | Soest | ||
| HGH Woudenberg | 2,150 | 36 | 0 | €106,000 | Project | Woudenberg | ||
| Stepping Stones Blaricum | 2,700 | 29 | 0 | €32,670 | Project | Blaricum |
Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2021 (1.18879 £/€ and 10.2887 SEK/€).
Although still under construction, these sites already generate limited rental incomes. This explains why they were included in this table and why the estimated rental value is not mentioned.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Projects and renovations (in € million)2 Projects in progress Completion 2022 |
Operator | Current budget | Invest. as of 31/12/2021 |
Future invest. | |
|---|---|---|---|---|---|
| 524 | 136 | 388 | |||
| 302 | 119 | 182 | |||
| Belgium | 6 | 4 | 2 | ||
| Residentie 't Spelthof | Vulpia | 6 | 4 | 2 | |
| Germany | 95 | 36 | 60 | ||
| Am Stadtpark | Vitanas | 5 | 2 | 3 | |
| Am Tierpark | Vitanas | 1 | 0 | 0 | |
| Quartier am Rathausmarkt 4 | Residenz Management | 16 | 6 | 10 | |
| Rosengarten | Vitanas | 8 | 4 | 4 | |
| Seniorenheim Haus Wellengrund4 |
Argentum | 8 | 7 | 1 | |
| Seniorenquartier Langwedel 4,5 | EMVIA Living | 16 | 4 | 12 | |
| Wohnstift am Weinberg | Cosiq | 10 | 7 | 3 | |
| Am Parnassturm | Vitanas | 3 | 1 | 3 | |
| Seniorenzentrum Berghof | Azurit | 2 | 0 | 2 | |
| Twistringen 4,6 | EMVIA Living | 13 | 5 | 8 | |
| Uetze4,6 | EMVIA Living | 15 | 0 | 14 | |
| Netherlands | 50 | 25 | 25 | ||
| Residentie Boldershof | Korian Netherlands | 1 | 0 | 1 | |
| Vinea Domini 4 | Korian Netherlands | 4 | 3 | 1 | |
| LLT Almere Buiten 4,9 | Saamborgh | 7 | 6 | 1 | |
| Martha Flora Goes 4,9 | Martha Flora | 5 | 3 | 1 | |
| Het Gouden Hart Soest 4,7,9 | Korian Netherlands | 3 | 3 | 0 | |
| Het Gouden Hart Woudenberg4,7 | Korian Netherlands | 4 | 2 | 2 | |
| Martha Flora Oegstgeest 4 | Martha Flora | 5 | 2 | 3 | |
| Martha Flora Breda 4 | Martha Flora | 5 | 0 | 5 | |
| Stepping Stones Blaricum4,7,9 | Korian Netherlands | 4 | 3 | 1 | |
| Alphen Raadhuisstraat 4,8 | Stichting Fundis | 4 | 0 | 4 | |
| Waarder Molendijk4,8 | Stichting Fundis | 5 | 0 | 5 | |
| HGH Lelystad4,7,9 | Korian Netherlands | 4 | 4 | 1 | |
| United Kingdom | 39 | 10 | 29 | ||
| Burlington projects | Burlington | 2 | 0 | 1 | |
| Blenheim MMCG | Maria Mallaband | 7 | 0 | 7 | |
| Shipley Canal Works 4 | Burlington | 8 | 3 | 5 | |
| Wellingborough Glenvale Park 4 | Halcyon Care Homes | 12 | 4 | 8 | |
| Aylesbury Martin Dalby 4 | Maria Mallaband | 10 | 2 | 8 | |
| Finland | 74 | 30 | 41 | ||
| Finland – pipeline 'child day care centres' |
Multiple tenants | 4 | 2 | 2 | |
| Finland – pipeline 'elderly care homes' |
Multiple tenants | 31 | 15 | 16 | |
| Finland – pipeline 'other' | Multiple tenants | 39 | 13 | 22 | |
| Sweden | 2 | 1 | 2 | ||
| Sweden – pipeline 2022 | Multiple tenants | 2 | 1 | 2 | |
| Ireland | 36 | 11 | 25 | ||
| Tramore Nursing Home | Mowlam Healthcare | 15 | 5 | 10 | |
| St. Doolagh's 4 | Coolmine Caring Services Group | 17 | 5 | 12 | |
| Millbrook Manor | Coolmine Caring Services Group | 4 | 1 | 3 |
Although still under construction, the sites already generate limited rental incomes, 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.
Part of the first agreement with Specht Gruppe.
Part of the second framework agreement with Specht Gruppe.
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.
This project is being developed within the joint venture with Dunavast-Sonneborgh, in which Aedifica holds a 75% stake.
This project has already been completed after 31 December 2021 (see section 1.2 of the Financial Report).
| FUTUREPROOF |
|---|
| AEDIFICA |
| Projects and renovations (in € million)2 Completion 2023 |
Operator | Current budget | Invest. as of 31/12/2021 |
Future invest. | |
|---|---|---|---|---|---|
| 199 | 16 | 183 | |||
| Belgium | 6 | 4 | 2 | ||
| Bois de la Pierre | Pierre Invest SA | 2 | 0 | 2 | |
| Germany | 96 | 9 | 87 | ||
| Am Schäfersee | Vitanas | 10 | 3 | 7 | |
| Seniorenquartier Sehnde1,2 | EMVIA Living | 12 | 1 | 11 | |
| Seniorenquartier Gera1,2 | Specht Gruppe | 16 | 1 | 15 | |
| Seniorenquartier Schwerin1,2 | EMVIA Living | 11 | 3 | 8 | |
| Haus Marxloh | Procuritas | 4 | 0 | 4 | |
| Seniorenzentrum Talblick | Azurit | 1 | 0 | 1 | |
| Stadtlohn1,3 | Specht Gruppe | 15 | 0 | 15 | |
| Fredenbeck1,3 | Specht Gruppe | 13 | 0 | 13 | |
| Hamburg-Rissen1,3 | EMVIA Living | 14 | 0 | 13 | |
| Netherlands | 20 | 0 | 20 | ||
| Natatorium | Korian Netherlands | 3 | 0 | 3 | |
| De Volder Staete 1 | Amado Zorg & Stichting Pinahuis | 10 | 0 | 10 | |
| Tiel Bladergroenstraat 1 | Saamborgh | 7 | 0 | 7 | |
| Finland | 26 | 2 | 24 | ||
| Finland – pipeline | Multiple tenants | 2 | 0 | 2 | |
| 'child day-care centres' | |||||
| Finland – pipeline 'elderly care homes' |
Multiple tenants | 8 | 1 | 8 | |
| Finland – pipeline 'other' | Multiple tenants | 16 | 2 | 14 | |
| Ireland | 54 | 5 | 49 | ||
| Kilbarry Nursing Home | Mowlam Healthcare | 15 | 2 | 13 | |
| Kilkenny Nursing Home | Mowlam Healthcare | 15 | 3 | 11 | |
| Dublin Stepaside1 | Virtue | 25 | 0 | 25 | |
| Completion 2024 | 22 | 0 | 22 | ||
| Germany | 22 | 0 | 22 | ||
| Am Marktplatz | Vitanas | 2 | 0 | 2 | |
| Seniorenquartier Gummersbach 1,2 | Specht Gruppe | 20 | 0 | 20 | |
| Completion 2025 | 1 | 0 | 1 | ||
| Germany | 1 | 0 | 1 | ||
| Bavaria Senioren- und Pflegeheim |
Auriscare | 1 | 0 | 1 | |
| Projects subject to outstanding conditions | 232 | 0 | 232 | ||
| Completion 2022 | 26 | 0 | 26 | ||
| Netherlands | 5 | 0 | 5 | ||
| Zwolle Koestraat1 | Valuas | 5 | 0 | 5 | |
| United Kingdom | 15 | 0 | 15 | ||
| Chard MMCG | Maria Mallaband | 15 | 0 | 15 | |
| Sweden | 6 | 0 | 6 | ||
| Singö 10:2 & Bergshammar Ekeby 6:66 |
Multiple tenants | 6 | 0 | 6 | |
| Completion 2023 | 12 | 0 | 12 | ||
| United Kingdom | 12 | 0 | 12 | ||
| Guysfield | Caring Homes | 12 | 0 | 12 | |
| Completion 2024 | 164 | 0 | 164 | ||
| Belgium | 35 | 0 | 35 | ||
| Renovation project Orpea Brussels |
Orpea | 18 | 0 | 18 | |
| Résidence le Douaire | Vulpia | 17 | 0 | 17 | |
| Germany | 130 | 0 | 130 | ||
| Specht Gruppe pipeline 2 (2024)3 | Specht Gruppe | 130 | 0 | 130 | |
| AEDIFICA ON FINANCIAL ADDITIONAL STOCK MARKET RISK FACTORS EPRA STATEMENTS INFORMATION |
||
|---|---|---|
| ------------------------------------------------------------------------------------------------------------- | -- | -- |
| Projects and renovations (in € million)2 | Operator | Current budget | Invest. as of 31/12/2021 |
Future invest. | |
|---|---|---|---|---|---|
| Completion 2025 | 14 | 0 | 14 | ||
| Belgium | 14 | 0 | 14 | ||
| Renovation project Orpea Brussels |
Orpea | 14 | 0 | 14 | |
| Completion 2026 | 11 | 0 | 11 | ||
| Belgium | 11 | 0 | 11 | ||
| Renovation project Orpea Brussels |
Orpea | 11 | 0 | 11 | |
| Completion 2027 | 4 | 0 | 4 | ||
| Belgium | 4 | 0 | 4 | ||
| Renovation project Orpea Brussels |
Orpea | 4 | 0 | 4 | |
| Acquisitions subject to outstanding conditions | 7 | 0 | 7 | ||
| Completion 2022 | 7 | 0 | 7 | ||
| Germany | 7 | 0 | 7 | ||
| Seniorenhaus Lessingstrasse4 | Seniorenhaus Lessingstrasse | 7 | 0 | 7 | |
| Land reserve | 4 | 4 | 0 | ||
| TOTAL INVESTMENT PROGRAMME | 767 | 140 | 627 | ||
| Changes in fair value | 8 | ||||
| Roundings | 2 | ||||
| On balance sheet | 150 |
Approx. €52,5 million need to be added to the total investment budget given the announcement of development projects in the United Kingdom and Ireland after 31 December 2021 (see section 1.2 of the Financial Report). Of the total investment budget, €33 million has already been carried out since 31 December 2021 (see section 1.2 of the Financial Report).


Although still under construction, the sites already generate limited rental incomes, 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.
Part of the first framework agreement with Specht Gruppe.
Part of the second framework agreement with Specht Gruppe.
This project has already been completed after 31 December 2021 (see section 1.2 of the Financial Report).
In the European Union, the population of persons older than 80 years of age has increased by approx. 25% over the past decade to more than 26 million people (2020). 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. 50 million people by 2050. In the coming decades, this demographic trend will further stimulate demand for healthcare real estate.
European residential care centres are operated by different types of operators: public, non-profit and private operators. Their market share in the various countries differs, depending on the local social security system. At the European level, private care operators manage approx. 31% of the total number of beds in residential care centres (+300 bps in two years). Care providers in the consolidating private segment develop their activities on both domestic and foreign markets, while governments have only limited resources to meet the growing demand for care and are therefore more often focused on financing care and care dependency than on providing care as a public operator. As a result, both private and public operators rely on private investors to fund healthcare real estate infrastructure that meets the needs of the ageing population.
At the European level, the investment volume in residential care centres has increased sharply in recent years, in spite of the Covid-19 pandemic: from approx. €2 billion in 2015 to a record level of approx. €7.6 billion in 2020 – a testament to the resilience of the sector. It is mainly international investors who are responsible for this increase in investment volume. This trend is expected to continue in the near future as the European consolidation of private healthcare providers is well under way and creating new opportunities for real estate investors. However, due to this strong interest in healthcare real estate, prime net yields continued to decline.
Although the Covid-19 pandemic exerted pressure on care operators and temporarily impacted the occupancy rates of care homes (occupancy decreased by approx. 5-10% in some countries but has recovered in the second half of 2021 as vaccination programmes were rolled out), healthcare real estate remained an attractive segment for investors due to the solid market fundamentals that remained intact (ageing, consolidation, public funding). The impact of the pandemic on operators' income remained relatively limited, partly because the additional costs incurred in terms of staff and protective measures were (partially) compensated by the financial support packages from governments. The vaccination programmes that were rolled out across Europe have given a new perspective to care operators and have had a positive effect on the operators' occupancy levels
The number of people aged 80 and over in Europe will double to 50 million by 2050. This demographic trend will further increase the demand for healthcare real estate.

5.6% of the Belgian population is over the age of 80, and by 2040, this segment of the population is expected to increase to 7.5%. Over the past few years, the number of beds has steadily grown to approx. 150,000 units spread across the country. Based on the demographic forecasts and the increase in life expectancy, it appears that the current increase in supply will not meet demand over time. Approx. 30% of the care home beds in Belgium are managed by the public sector, while the non-profit sector operates approx. 35% and the private sector operates the remaining 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 operates 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 The investment volume in Belgian care homes in 2021 is estimated at approx. €340 million (compared to €400 million in 2020). The prime net yield (based on triple net long leases) currently ranges from 4% to 4.5%, depending on the region.
Despite the Covid-19 pandemic, healthcare real estate remained attractive to investors due to the solid market fundamentals (ageing, consolidation, public funding).

ESPOON VUORIPIRTINTIE • ESPOO, FI
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IN 2021 OUR STRATEGY
In Germany, the number of people over the age of 80 will almost double to approx. 12% of the total population by 2050. Currently, there are approx. 970,000 beds available in more than 15,000 care homes. These care homes are operated by non-profit operators (approx. 53%), private operators (approx. 42%) and public operators (approx. 5%). Although the German healthcare real estate market is increasingly consolidating and privatising, it remains highly fragmented, with the ten largest private operators currently holding a market share of only approx. 13.6%. Forecasts predict that up to 366,000 extra beds will be needed by 2040. Thus, the ageing population offers significant prospects for growth and consolidation. In some regions, demand already exceeds supply. However, the possibilities for creating new capacity in care homes are limited, due to the lack of construction sites as well as the high costs of plots of land and construction works (due to increasing ecological requirements and a shortage of building materials). Consequently, there is currently more investment in existing sites and renovations. Another problem facing operators is a shortage of trained healthcare workers. Not only in rural regions, but also in metropolitan areas it is becoming increasingly difficult to recruit qualified care professionals. To make careers as a nurse more attractive, the new federal government has committed itself not only to a nursing premium, but also to improve working conditions and close the pay gap between nurses and geriatricians. Investor demand for healthcare real estate remains high, although supply is limited. In 2021, approx. €3.8 billion was invested in healthcare real estate, an increase of 8% compared to last year's investment volume, largely due to a sizeable portfolio transaction. The prime net yield has further decreased to approx. 3.9%.
The German healthcare real estate market remains highly fragmented: the ten largest private operators have a market share of only 14%.
4.95% of the population in the Netherlands is currently over 80 years of age. This age group is expected to more than double to 10.7% of the total population by 2050. As a result of this demographic evolution, approx. 160,000 extra beds in residential care homes are expected to be needed by 2050, on top of the necessary redevelopment of the outdated existing care infrastructure. Of the current capacity of approx. 130,000 beds, approx. 94% are operated by non-profit operators. Private operators account for the remaining 6% and mainly operate small-scale sites with an average capacity of approx. 22 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. In the Netherlands, too, the healthcare market is consolidating. Pan-European players in particular are currently actively expanding their portfolios. Healthcare real estate remains an attractive long-term investment option, with approx. €1 billion invested in 2021. The most important factor for the decline in the total transaction volume was the shortage in quality investment properties. Yields continued to decrease over the past year as investors were afraid to lose their place at the negotiating table in light of the shortage of quality investment properties. The prime net yield is approx. 4.50% and is expected to decrease further in the future due to the great interest in healthcare real estate.
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 and offers favourable prospects for occupancy rates. Currently, 5.1% of the UK population is over the age of 80; this age group is expected to double to nearly 10% of the total population by 2060. The United Kingdom has a total of approx. 470,000 beds in residential care centres. With approx. 5,500 care home operators, many of which are independent private players operating small and outdated buildings, the UK's senior care market is still very fragmented. The five largest care home operators have a market share of 15% of the total bed capacity, while the top 10 account for approx. 21%. The senior care market in the UK is financed by a mix of public funds (Local Authorities and the National Health Service) and private funds (self-payers). The share of residents who finance their stay with private funds has risen sharply in recent years (approx. 45% of the market). Persons who meet certain conditions as regards care needs can obtain social care services from Local Authorities (approx. 46%) after an evaluation of their financial situation. The National Health Service finances seniors with primary care needs (approx. 9%). In 2021, the investment volume in the UK healthcare real estate market amounted to approx. £2.3 billion, of which approx. £1.1 billion was invested in care homes. Net yields remain diversified: prime real estate drops to approx. 4%, while mid-market real estate has a yield of 7% or more. One of the challenges facing care operators in 2022 is a lack of qualified staff due to the Brexit and the Covid-19 pandemic, which might lead to rising costs and profit compression.
In Finland, approx. 5.7% of the total population was over 80 years old in 2020. This age group is projected to almost double to 10.8% of the population by 2040. Finland has a total of approx. 55,000 beds in residential care centres. Private healthcare operators have a market share of around 50%. In the 2014-2018 period, the number of residents in private care homes grew by approx. 5% per year. In 2020, more than 60% of children aged 1 to 6 were enrolled full or part-time in a day care centre. Approx. 25% of day care centres are operated by the private sector. However, the share of private day care centres varies by municipality (up to 40% in some municipalities) and is expected to increase in the future. In Finland, municipalities are responsible for providing care to their residents. A municipality has two basic options to manage the provision of care: either to provide care itself as a public operator, or to organise care through outsourcing to private or non-profit care operators. In Finland, care services are funded by municipalities through national and local taxes. After a record €1.4 billion was invested in Finnish healthcare real estate in 2020, the investment volume dropped to around €200 million in 2021 as no large portfolios were traded and more investments were made in social real estate (such as schools, etc.). However, the demand for healthcare real estate remains high, while supply is limited. The prime net yield amounts to approx. 4.0-4.25%.
Approx. 5.4% of the total population in Sweden is over 80 years of age. That number is expected to rise to 10.5% by 2070. In 2020, approx. 138,000 people were living in residential care centres (of which approx. 108,000 in elderly care homes and 30,000 in housing for people with special care needs). 46% of Swedish municipalities report a shortage of housing for people with special care needs and 35% report a shortage of housing for elderly people with care needs. In Sweden, municipalities are responsible for providing care to their residents. Municipalities have various options for providing adequate care, but the focus seems to shift to giving freedom of choice so that people can choose their own care provider. Private care operators, who have seen their market share rise sharply in recent years, are seen as a central part of that freedom of choice. In Sweden, care services are generally financed with public funds. The pandemic did not affect the interest of investors, who continued to consider healthcare real estate as a safe investment. In 2021, the investment volume in the Swedish healthcare real estate market amounted to approx. €1 billion (up from approx. €700 million in 2020 and in line with the record level of 2019). The prime net yield for elderly care homes amounts to 3.25%.
In Ireland (population 4.9 million), data from 2019 shows that approx. 14.2% of the total population is over 65 years old and approx. 3.2% is over 80. By 2030, almost a quarter of a million people (5.1%) will be over 80 and this will double to about 10.9% of the population by 2040. Ireland has a total of approx. 32,000 beds in care homes including those in the public and private sector. Just 20% are operated by the public sector while 70% are operated by the private sector (split 50:50 between groups and individual operators) and 10% are run by the nonprofit sector. In Ireland, all care homes are entered into the 'Nursing Home Support Scheme' (budget of €956 million in 2021) which provides a guaranteed weekly rate per bed and is supported by government


money to make up the shortfall for any residents that cannot afford care. The investment volume in Irish healthcare real estate increased to a record amount of almost €600 million during 2021 due to large portfolio transactions and an unprecedented amount of single asset deals as consolidation continues at pace. The demand for healthcare real estate remains high among new active investors, while supply is limited. Much of the remaining stock to be acquired is older, and in many cases, not futureproofed. Over the last 12-24 months, the prime net yield has decreased to approx. 5%. The Covid-19 situation in Ireland is relatively well under control since early 2021 as the vaccination programme has been rolled. Overall, healthcare real estate has proven to be resilient, with many deals being closed during the pandemic.
In Spain (population 47.3 million), data from 2020 shows that approx. 19.6% of the total population is over 65 years old and approx. 6.0% is over 80. By 2030, almost 3.1 million people (6.5%) will be over 80 and their number will rise to approx. 7.3% of the population by 2035. Spain has a total of approx. 383,000 beds in care homes (and an additional 26,000 beds under construction), including those in the public and private sector. 61.5% are operated by the private sector, while 38.5% are operated by the public sector. In 2021, the total investment volume in Spanish care homes has increased to approx. €600 million, doubling from 2020. Investor interest drove the prime net yield down from 4.75% to 4.50% over the course of the year. This is because several new players made their first acquisitions, while parties already active in the Spanish market continued to expand their position. Moreover, Spanish healthcare operators have ambitious expansion plans, as the current building stock is outdated and there are few attractive buildings on the market. Over the past two years, healthcare real estate has proven to be resilient, with many deals being closed during the pandemic.
At Aedifica we put 'housing with care' at the centre of all our business activities. This equally applies to our Corporate Social Responsibility strategy, performance and initiatives. We are committed to living up to this motto in an environmentally and socially responsible manner, in close cooperation with our operational partners. We believe that the growth of our company goes hand in hand with supporting the people and communities around us, without this compromising our planet.

q Access to (green) finance r Ethics, compliance and
INTERNAL STAKEHOLDERS
In 2021, we have undertaken another materiality assessment with the support of an independent external consultant. The assessment included a peer review, interviews with internal and external stakeholders, an online survey and internal presentations. The outcomes are presented in the materiality matrix above, 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 the new matrix, we have updated our CSR framework and set out new commitments for the future, assuming our responsibility and responding to the topics of importance to the Group to the maximum extent possible.
Those topics not presented in the top right of the matrix are relevant to our industry but are considered less material for Aedifica in the coming years. This does not mean that we are not interested in these matters or that we won't focus or communicate on them at all: it means Aedifica's efforts regarding those topics would not be as impactful considering our day-to-day operations.
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Our Corporate Social Responsibility Strategy is focused on three main areas: reducing our environmental footprint, strengthening our stakeholder relationships and continuing to grow into a sustainable organisation that leads the healthcare real estate sector in Europe.
For more details on Aedifica's CSR framework, see page 37.
Aedifica has developed a 2025 Action Plan, which was first published in the 2018 Sustainability Report and puts Aedifica's long-term goals into practice through concrete action points. The plan provides a practical framework for making the real estate portfolio more sustainable by, among other things, investing in energy-efficient systems (such as solar panels, thermal storage facilities, etc.) and for developing the relationship with Aedifica's various stakeholders (such as employees, shareholders, residents, etc.), while keeping in mind responsible business practices.
In the 2021 CSR Report (to be published in June 2022), Aedifica will provide an update on the Group's progress in implementing the Action Plan and disclose the renewed objectives and actions for the coming years.
ALL INFORMATION CONCERNING AEDIFICA'S CORPORATE SOCIAL RESPONSIBILITY EFFORTS CAN BE FOUND IN OUR ANNUAL CSR REPORTS, WHICH ARE AVAILABLE ONLINE.
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REDUCING OUR ENVIRONMENTAL IMPACT, OPERATIONAL COSTS AND RISKS COMMITMENTS
IN 2023
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. Our action plan sets out how we will deliver on our promise to reduce the environmental footprint of our portfolio and that of our tenants.
In order to support Aedifica's commitment to achieving the objectives of its Action Plan, the Group has developed a Sustainable Finance Framework (on which a Secondary Party Opinion has been obtained). The proceeds from the financial instruments that will be issued under this framework are used exclusively for the (re)financing of sustainable buildings, projects concerning energy efficiency and projects of a social nature. To be eligible for this type of financing, the buildings or projects must meet the sustainability criteria described in the Sustainable Finance Framework. These criteria are aligned with the United Nations Sustainable Development Goals (SDGs).
In September 2021, Aedifica successfully issued its first benchmark Sustainability Bond under its Sustainable Finance Framework for a total amount of €500 million.
See page 50.
Aedifica commits to achieving net zero emissions for its entire portfolio by 2050 to meet the objectives of the Paris Agreement.
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 shares its knowledge with its operators on how to develop, maintain and operate our assets in an efficient, safe and sustainable manner.
In order to achieve carbon neutrality, Aedifica will be implementing a net zero carbon pathway. Net zero greenhouse gas emissions do not only refer to direct emissions (scope 1), but also to indirect emissions (scopes 2 and 3). Aedifica's greatest challenge will be to reduce scope 3 downstream carbon emissions (mainly energy consumed by operators and residents) which are more difficult to control. This will require a comprehensive approach and cross-company cooperation, as will be outlined in the pathway1 . In addition, a short-term reduction target of 20% by 2025 has already been set for our scope 1 and scope 2 emissions.
In order to achieve carbon neutrality, Aedifica will be implementing a net zero carbon pathway.

Aedifica has developed a Building Assessment framework that provides our technical property management team with a structure to monitor the quality of each building along three essential pillars.
Under triple net leases, these aspects are normally addressed by the operator, but as an owner Aedifica continues to monitor the quality and implementation of these issues.
The sustainability pillar of the building assessment framework provides for the implementation of a sustainable development framework in each country. This framework defines technical requirements regarding energy efficiency, environmental aspects (e.g. measures to reduce water consumption and improve biodiversity), as well as health criteria (e.g. ventilation flow rates for air quality) and quality of life criteria for residents (e.g. accessibility) for future developments projects. Our development projects in the Netherlands typically already meet most of these criteria, as the Dutch version of our sustainable development framework is similar to the GPR-standard.
Over the next two years, Aedifica will carry out a climate change risk assessment to validate the findings of the physical risk analysis conducted under the compliance pillar, focusing on the potential risks and opportunities resulting from climate change. This will provide the corporate team with a better understanding of the different risks (flooding, drought, heat stress, etc.) and the priorities on which Aedifica and its operators should focus to adapt to these risks at building level.


energy generation

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STRENGTHENING OUR RELATIONSHIPS IN THE HEALTHCARE REAL ESTATE SECTOR
Aedifica is committed to bringing together the various stakeholder groups that have an impact on the daily lives of the residents and care staff who live and work in our buildings. The Group wants to be a partner to all 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.
We continue to engage our partners by reaching out to them proactively and maintaining good relations. In this way, we try to understand their needs and discuss the issues they consider important. This open attitude underpins the Group's identity and long-term vision.
In 2021, an engagement survey to measure the operator satisfaction was organised. Overall, over 100 participants spread over 6 countries have completed the survey, representing a large part of our portfolio. The results of the survey provide useful insights about our current services and interactions, as well as potential additional needs and strategic priorities of operators. These results serve as a basis for improvements to Aedifica's collaboration and dialogue with its tenants.
Aedifica understands the challenging context in which our operators have to work every day. Their primary concern is providing healthcare to people in need and not necessarily the management and technical maintenance of the buildings. That is why Aedifica will be organising Operator Days in every country where it operates. Once every three years, Aedifica will invite all representatives of its care properties and share knowledge and best practices on the efficient management of properties, investment in innovation, new real estate-related care solutions and the risks and opportunities of climate change. By organising these Operator Days in each region, we can share knowledge gained in different regions and by working with multiple operators.
As a healthcare real estate investor, Aedifica contributes to a better society by creating innovative residential care concepts for a variety of care clients. Our main focus remains on elderly people requiring different types of residential care. However, during the past few years, we have also specialised in other types of housing and care accommodation, such as care facilities for people with disabilities, children day-care centres and schools.

In order to understand and connect with our communities, Aedifica stimulates its employees to actively contribute towards the health and well-being of the residents and the communities of the buildings we own. During Community Days, employees will be able to take one day off to invest their time in increasing the attractiveness of our properties, supporting elderly residents or doing other volunteering activities.
In 2021, Aedifica donated over 55,000 € to charity and non-profit organisations.
Every year we welcome interns to our offices and offer them the opportunity to gain valuable experience in a work environment. In addition, the members of our Executive Committee often share their knowledge at seminars in Belgium and abroad. Aedifica CEO Stefaan Gielens is a frequent guest lecturer in the postgraduate programme in real estate studies at KU Leuven. He also regularly participates in panel discussions within the real estate sector, as do other members of the Executive Committee.



CONCERT ORGANISED BY STICHTING PHILOMELA IN THE DE MERENHOEF CARE HOME-MAARSSEN, NL

BEING A LEADER IN THE HEALTHCARE REAL ESTATE SECTOR
• ROLLING OUT THE AEDIFICA ACADEMY TO ALL REGIONS • ORGANISING ANNUAL EMPLOYEE SATISFACTION SURVEY
At Aedifica, we take 'housing with care' seriously in all our business activities. The principles of care that we apply to our real estate portfolio are also extended to our own workforce. By paying attention to the health and well-being of our employees and their families, we ensure that Aedifica remains an attractive place to work. Through embedding our company values in our operations, we aim to lead the healthcare real estate sector:


Aedifica has a corporate culture characterised by honesty and integrity, a sense of responsibility, strict ethics and compliance with statutory rules and corporate governance standards. The Group also expects the same mentality from the parties with which it works. To guarantee these high ethical business standards, we have prepared a number of policy documents around topics such as sustainability and human rights.
Corporate Governance Statement
Similar to last year, Aedifica held an employee engagement survey in 2021. However, this was the first time we worked together with the 'Great Place to work' programme on a group level (the Finnish Hoivatilat team has been recognised as a Great Place to Work for several years). The survey gives us an in-depth insight into what our employees find important and provides us with the right tools to improve our staff's well-being and create a happy workforce. After the survey and an in-depth analysis of the company culture, Aedifica was already recognised as a great workplace in its first participation, allowing it to carry the Great Place to Work ® Certified label throughout 2022.
At Aedifica, we have created a workplace culture in which employees receive continuous feedback combined with one formal yearly performance review with their manager. Aedifica actively supports internal staff rotation because it tends to lead to improved skills and a better understanding of our company's culture and internal processes.
In addition, Aedifica invests in the talent development of its staff by offering the 'Aedifica Academy' training programme.
A Health & Well-being Committee was set up in 2021 and met three times during the year. The Committee includes members of Human Resources, head office employees and representatives from our local teams. The Committee has been working on our community engagement programme and will finalise an action plan in early 2022 based on the findings of the annual employee engagement survey.



In 2022, the HR team will start rolling out the Aedifica Academy to all countries in which the Group operates. Aedifica Academy is a training programme that not only consists of a number of mandatory trainings on key topics within the company and the industry, but also allows employees to create their own programme for personal and professional development. The Aedifica Academy builds on the Hoivatilat University that our Finnish colleagues established two years ago.
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LETTER TO THE STAKEHOLDERS
98 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
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.
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STOCK MARKET RISK FACTORS EPRA
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
– 99
99% ATTENDANCE RATE BOARD AND COMMITTEE MEETINGS
New Dealing Code
Human Rights Policy Anti-Money Laundering Policy Charter for Responsible Supplier Relations IMPLEMENTED IN 2021
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 longterm 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 including:
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 Directors 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.
In order 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 effectiveness 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 sustainability objectives can be integrated into its policies and is responsible for developing and monitoring the sustainability action plan. The Sustainability Steering Committee's proposals and plans are validated by the Executive Committee, which regularly reports on these matters to the Board of Directors.
Finally, given the geographical diversity of the countries in which Aedifica operates and in order 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 can be represented schematically as shown hereafter.

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.corporategovernancecommittee.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).
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 a risk manager, a compliance officer and an internal auditor.
Ms Ingrid Daerden (CFO, Executive Director and member of the Executive Committee) was appointed risk manager. She ensures the implementation of measures and procedures for identifying, monitoring and avoiding the risks that the Company may face. When risks actually occur, she takes measures to limit the impact of these risks and to assess and monitor their consequences as much as possible.
Mr Thomas Moerman (General Counsel) was appointed compliance officer. He ensures that the Company, its Directors, members of the Executive Committee, employees and agents comply with the legal rules relating to the integrity of the Company.
The person in charge of the internal audit function continuously and independently assesses the activities of the Company and examines the effectiveness of the existing internal control procedures and methods. 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 internal control system by 17 principles spread over five components:
Aedifica's Board of Directors has 11 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.
Aedifica has a Board of Directors, an Audit and Risk Committee, a Nomination and Remuneration Committee, an Investment Committee and an Executive Committee, the roles of which are described below. In accordance with the RREC legislation, the members of the Executive Committee are responsible for the day-to-day management 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.
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.
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 objectives. A new benchmark study of the Executive Committee's remuneration was ordered in early 2022.
Aedifica's objectives are clearly described in this annual financial report on pages 34-37. The Company acts with due care in respect of risk culture.
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 identification 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. 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.
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 terrorist financing. The policies clarify certain rules of conduct for the Company and its employees in these fields.
Significant changes are identified and analysed on a continuous basis by both the Executive Committee and the Board of Directors. This analysis is incorporated in the 'Risk factors' chapter.
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:
The principle of dual approval:
a specific delegation of authority is in place for treasury operations.
In addition, the Company has introduced control measures to address its main financial risks:
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. The security of access and the continuity of the systems data are entrusted to a partner based on a 'service level agreement. In addition, leases are registered, and the most important contracts and documents are adequately preserved outside Aedifica's premises.
The formalisation of documentation is part of a continuous process improvement objective, which also considers the balance between formalisation and company size.
FINANCIAL STATEMENTS
The information system used by the Company enables it to reliable 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.
The internal control information is communicated in a transparent manner within the Company with the aim of clarifying for everyone the organisation's policies, procedures, objectives, roles and responsibilities. Communication is adapted to the size of the Company and consists mainly of general staff communication, working meetings and email exchanges.
Extensive external communication (for shareholders – publication of occasional and periodic information – but also general communication 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 publishing periodic information (drafted by the Executive Committee, reviewed by the Audit and Risk Committee and approved by the Board of Directors).
Principle16: 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 function 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, Independent 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.
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.

HUIZE ERESLOO – DUIZEL, NL
As of 31 December 2021, based on the transparency notices received, BlackRock, Inc. (transparency notice dated 5 July 2019) holds at least 5% of the voting rights in Aedifica (see page 139). 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 2021, 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.
On 31 December 2021, Aedifica's Board of Directors consisted of eleven 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 104-107. 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.
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, in accordance with the Law of 3 September 2017 on the publication of non-financial information and information on diversity by certain large companies and groups. Further information can be found in section 6 of this corporate governance statement.

Chair – Independent Director Member of Audit and Risk Committee Belgian – 64 years
Over 20 years in banking and financial sector, including various senior leadership positions
200
Securex Assurance, Cigna Life Insurance Company of Europe NV/SA, Reacfin NV/SA, Scottish Widows Europe
ADE, Alpha Insurance, Securex NV/SA, Eurinvest Partners NV/SA

Chief Executive Officer – Executive Manager Belgian – 56 years
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
14,701
Director of Happy Affairs BV and as permanent representative of Happy Affairs BV, director in Antemm NV/SA
Director of Immobe NV/SA and Forum Estates NV/SA

SVEN BOGAERTS
Chief Mergers & Acquisitions Officer – Chief Legal Officer – Executive Manager Belgian – 44 years
Almost 20 years, including 14 years as attorney specialised in business real estate transactions
Aedifica shareholding
3,936
Other active mandates
/
Mandates expired during the last 5 years Director of Immobe NV/SA

INGRID DAERDEN
Executive Director Chief Financial Officer – Executive Manager Belgian – 47 years
Aedifica Board mandate
Over 20 years, including 10 years in real estate financing
Aedifica shareholding
3,532
/
Other active mandates
Director and business manager of JIND BV (the company was dissolved and liquidated), director of Immobe NV/SA; CFO of the OTN Systems Group

JEAN FRANKEN
Independent Director Chair of investment committee Member of Nomination and Remuneration Committee Belgian – 72 years
Over 40 years in real estate sector, including various senior leadership positions
Aedifica shareholding
1,200
Other active mandates
/
Mandates expired during the last 5 years
Director of Immobe NV/SA
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA

Independent Director Fin – 65 years
Almost 40 years in real estate, including various senior leadership positions
660
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
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

PERTTI HUUSKONEN KATRIEN KESTELOOT
Independent Director Member of the Audit and Risk Committee Responsible for internal audit Belgian – 59 years
Over 30 years in healthcare sector, notably over 20 years as CFO of UZ Leuven (university hospital)
71
CFO University Hospitals Leuven, director of Hospex NV/SA, VZW/ASBL Faculty Club KU Leuven and Rond 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
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 KU Leuven

Over 20 years in real estate sector, notably as Secretary General – General Counsel of Interparking Group (AG Insurance)
216
Various positions and mandates within the Interparking Group
Mandates expired during the last 5 years
Uniparc Nederland BV

Member of the Nomination and Remuneration and of the Investment Committee Belgian – 68 years
Almost 40 years in real estate sector, including various senior leadership positions
381
Director of Vana Real Estate NV/SA, Business Manager of Elpee BV and Secretary General of BLSC
Various mandates within the Wereldhave Belgium Group, Managing Director of Immo Guwy NV/SA and Chair of BLSC

LUC PLASMAN MARLEEN WILLEKENS CHARLES-ANTOINE VAN AELST
Chief Investment Officer – Executive Manager Belgian – 36 years
Almost 15 years, starting as corporate analyst with Aedifica evolving to investment manager and chief investment officer
Aedifica shareholding
3,839
/
Director of Immobe NV/SA and Davidis NV/SA
Mandates expired during the last 5 years

Independent Director Chair of the Audit and Risk Committee Belgian – 56 years
Almost 30 years as professor of accounting and auditing at the KU Leuven and BI Norwegian Business School Oslo (Norway)
Aedifica shareholding
37
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
Various mandates at KU Leuven and BI Norwegian Business School and Chair of the Competence Examination Jury of the Institute of Registered Auditors
IN 2021 OUR STRATEGY
The members of the Board of Directors collectively bring together a wide set of competences required to lead the Company taking into account the Group's activities and status as listed regulated real estate company.
These competences range from strong experience in the real estate and healthcare market to functional skills in domains like audit & risk, M&A and sustainability.

The Director's mandate of Mr Jean Franken will expire immediately after the Ordinary General Meeting of 10 May 2022 and as Mr Franken will at that time have exceeded the age limit of 72, his mandate will not be proposed for renewal.
The Nomination and Remuneration Committee reviewed in that context the composition of the Board of Directors to ensure that the relevant skills and experience (see above) are and continue to be represented to best oversee Aedifica's long-term strategy and the daily implementation thereof.
This review resulted in the proposal of the Board to the Ordinary General Meeting for the appointment – subject to approval by the FSMA – of:
• Ms Henrike Waldburg as Independent Non-Executive Director
Ms Henrike Waldburg is Head of Investment Management Global at Union Investment Real Estate GmbH, one of the largest real estate investment managers in Europe. In that capacity she has responsibility for Union Investment's transactions in the Americas and Asia Pacific and all retail transactions in Europe. Ms Waldburg will add to the Board over 20 years of solid investment management experience and expertise in Germany, Europe, USA and Asia-Pacific, gained in her tenure with Union Investment and previous positions at Ernst & Young and Arthur Andersen. She is a Fellow of the Royal Institution of Chartered Surveyors, executive board member of the European Council of Shopping Places and a member of the Board of Advisors of IRE|BS Immobilienakademie GmbH (International Real Estate Business School, University of Regensburg, Germany). She holds academic degrees from RWTH Aachen, European Business School (ebs Oestrich Winkel), SGMI St. Gallen and ESMT European School of Management and Technology, Berlin.
• Mr Raoul Thomassen as Executive Director
Mr Thomassen is today already member of the Executive Committee and Chief Operating Officer. Next to his strong international experience as senior manager in international real estate investment, asset management and project development companies, he will in particular bring to the Board of Directors, other than his overall real estate experience, skills in the field of ESG and sustainability.
The full biography of Ms Henrike Waldburg and Mr Thomassen can be found on Aedifica's website.
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.
During the 2021 financial year, the Board of Directors met 13 times.
In addition to the usual recurring topics (in particular operational and financial reporting, communication policy, strategy and investment policy), the Board of Directors also met to discuss (among other things) the following topics:
FINANCIAL STATEMENTS

MARTHA FLORA BOSCH EN DUIN • BOSCH EN DUIN, NL
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 Committee as well as executive and management staff to attend committee 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. However, the Chair of the Board of Directors must be informed of this in advance and with due regard at all times 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.
As at 31 December 2021, 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 current composition of the Audit and Risk Committee and the tasks entrusted to the committee satisfy the conditions imposed by the Law of 17 December 2008 on the establishment of an audit committee within listed and financial companies. 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 Audit and Risk Committee assists the Board of Directors in fulfilling its monitoring responsibilities for control purposes in the broadest sense.
In general and without prejudice to the organisation of the internal audit function referred to in Article 17 of the RREC Law, the Audit and Risk Committee ensures the internal audit of the Company. The specific tasks of the Audit and Risk Committee may evolve depending on the circumstances.
In carrying out its task, the Audit and Risk Committee's main duties are:
The Audit and Risk Committee reports regularly to the Board of Directors on the performance of its duties and in any event when the Board of Directors draws up the annual accounts, consolidated accounts and condensed financial statements intended for publication.
The committee met six times during the 2021 financial year. The auditor of the Company was heard two times by the Audit and Risk Committee during the financial year.
The task of the Audit and Risk Committee is to monitor the accuracy and veracity of the reporting of the annual and six-monthly accounts, the quality of the internal and external control and the information provided to shareholders and the market. The main points discussed during the 2021 financial year were:
IN 2021 OUR STRATEGY
As at 31 December 2021, the Nomination and Remuneration Committee consists of three Independent Directors: Ms May-Roberti (Chair of the Nomination and Remuneration Committee), Mr Franken and Mr Plasman. 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 current composition of the Nomination and Remuneration Committee and the tasks entrusted to the committee meet the conditions imposed by the Law of 6 April 2010. 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.
The task of the Nomination and Remuneration Committee is to assist the Board of Directors by:
During the financial year 2021, the committee met 8 times, mainly to discuss the following points:
As at 31 December 2021, the Investment Committee consisted of three Independent Directors and one Executive Director: Mr Franken (Chair of the Investment Committee), Mr Wibaut, Mr Plasman and Mr Gielens.
The Investment Committee is an advisory committee, the task of which consists of advising the Board of Directors on investments and divestments that the Executive Committee submits to the Board of Directors.
The intention in setting up the Investment Committee is to speed up the Company's decision-making process regarding investment and divestment dossiers.
During the 2021 financial year, the committee met 8 times to analyse and evaluate numerous investment opportunities. Additionally, the members of the committee regularly consulted informally (electronically or by telephone) when a formal meeting was not necessary.
More information on the attendance of Directors and the remuneration of Non-Executive Directors can be found in the remuneration policy (see Aedifica's Corporate Governance Charter) and the remuneration report (see page 115).
The Executive Committee is composed of the following persons, who are also all Executive Managers in the meaning of the RREC Law.
| Name | Position | Start of mandate |
|
|---|---|---|---|
| Stefaan Gielens | Chief Executive Officer (CEO) |
3 February 2006 | |
| Ingrid Daerden | Chief Financial Officer (CFO) |
1 September 2018 |
|
| Raoul Thomassen | Chief Operating Officer (COO) |
1 March 2021 | |
| Charles-Antoine Van Aelst |
Chief Investment Officer (CIO) |
1 October 2017 | |
| Sven Bogaerts | Chief Legal Officer/Chief Mergers & Acquisitions Officer (CLO/CM&AO) |
1 October 2017 |
Stefaan Gielens is CEO and chairs the Executive Committee. In that capacity, he monitors the Group's general activities and is also the driving force behind the Group's strategy and internationalisation. He is a Managing Director, member of the Investment Committee and is also a Director of several of Aedifica's subsidiaries. His mandate as CEO is of indefinite duration.
As Chief Financial Officer, Ingrid Daerden is responsible for the financial activities of the Group. She is a member of Aedifica's Executive Committee and risk manager. She is also a Director of Aedifica and several of Aedifica's subsidiaries. Her mandate as CFO is of indefinite duration.
As Chief Legal and M&A Officer, Sven Bogaerts is responsible for the Group's Legal Department and its national and international M&A activities. He is a member of Aedifica's Executive Committee and he is also a Director of Aedifica and several Aedifica subsidiaries. His mandate as CLO/CM&AO is of indefinite duration.
AEDIFICA ON STOCK MARKET RISK FACTORS EPRA

EXECUTIVE COMMITTEE – CHARLES-ANTOINE VAN AELST, RAOUL THOMASSEN, STEFAAN GIELENS, INGRID DAERDEN & SVEN BOGAERTS (FROM LEFT TO RIGHT)
As Chief Investment Officer, Charles-Antoine Van Aelst is responsible for the Group's investment activities. He is a member of Aedifica's Executive Committee and is also a Director of Aedifica and several Aedifica subsidiaries. His mandate as CIO is of indefinite duration.
As Chief Operational Officer, Raoul Thomassen is responsible for the business operations and daily functioning of the Group. He is a member of the Executive Committee. His mandate as COO is of indefinite duration.
Other active mandates: Listo Consulting BV, Director of Profin Green Iberia NL BV, director of Profin Green Iberia NL BV in Profin Green Iberia ES SL
Mandates expired during the last 5 years: Chair of ICSC Europe Retail Asset Management Committee
The members of the Executive Committee are appointed by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.
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 118).
The role of the Executive Committee consists primarily of overseeing the day-to-day management of Aedifica, in accordance with the values, strategy and policy guidelines determined by the Board of Directors, organising and managing supporting functions, proposing strategy to the Board of Directors, examining and (within the delegated powers) deciding on investments and divestments, general management of the real estate portfolio, and preparation of the financial statements and all operational reporting.
In accordance with Article 16 of the Company's Articles of Association, 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 refer to Aedifica's Corporate Governance Charter.
| FUTUREPROOF |
|---|
| AEDIFICA |
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
GENDER DIVERSITY OF THE BOARD OF DIRECTORS



GENDER DIVERSITY OF THE EXECUTIVE COMMITTEE
NATIONALITIES

AGE OF BOARD OF DIRECTORS 4 3 2 1 0 < 30 years 30 – 39 years 40 – 49 years 50 – 59 years > 60 years 0 1 2 4 4
At Aedifica, we are committed to creating an inclusive work environment and welcome diversity in all its forms: age, gender, cultural background, religion, etc.
AGE OF STAFF


112 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
Aedifica's Board of Directors strongly believes that diversity (based on, among other things, gender, age, professional background, nationality, culture, etc.), equality of opportunity and respect for human capital form the basis of the proper functioning of the Group at all levels. These values enrich the Company's vision, exchange of views and internal dynamics and thus contribute to Aedifica's growth.
Aedifica takes diversity into account when appointing and renewing Directors' mandates and designating members of the specialised committees and the Executive Committee. This attention to diversity in all its aspects means that there is not so much focus on one aspect of diversity, but always on the complementarity of competences, national and international experience, personalities and profiles in the composition of these bodies, in addition to the expertise and integrity required for the performance of these functions. This objective is put into practice by the Board of Directors by evaluating the existing and required competences, knowledge and experience prior to each appointment.

Focus on complementarity of multiple diversity aspects

The result of Aedifica's special attention to diversity is reflected in the composition of the Board of Directors and the Executive Committee, which shows diversity in terms of both gender, cultural and academic background and nationality. Pursuant to Article 7:86 BCCA, at least one third of the members of the Board of Directors are of a different gender from the other members. This legal rule does not apply to the Executive Committee; nevertheless, the Company also strives for gender diversity in the composition of the Executive Committee.
The precise gender make-up fluctuates over time as positions become vacant and given the complementarity between different members and the Company's attention to various types of diversity (of which gender is one). In addition to gender diversity and the growing focus on the international composition of the Board of Directors and the Executive Committee, the Group ensures that its diversity principles regarding age and professional background are also reflected in the composition of the Board of Directors and the Executive Committee. Both governing bodies are composed of members of different ages with complementary backgrounds, professional experiences and competences (see sections 5.1 and 5.7 above).
Aedifica is convinced that diversity principles are not limited to the Board of Directors or the Executive Committee alone. In addition to the diversity criteria required by law, the Group also takes diversity in all its forms into account when selecting its country managers and employees, who form a complementary team with good variation in terms of gender, age, education, cultural background, etc. This stimulates internal creativity and ensures a good mix of experience and innovation.
Diversity and complementarity are not limited to the Board of Directors, it is the basis for the whole Aedifica-team.
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:
In addition, every five years the Board of Directors evaluates whether the current monistic governance structure of the Company remains appropriate.
The Board of Directors is assisted in this evaluation by the Nomination 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 experience 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.
End of 2020/beginning of 2021 the Board of Directors evaluated its effectiveness and interaction with the Executive Committee in accordance with the formal procedure 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.
Items for improvement included amongst others, the further diversification in terms of gender and internationalisation of the Board of Directors.
AEDIFICA
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 report1 .
The Remuneration Report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due, during the 2021 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 remuneration report over the extended financial year 2019/2020 was also approved by a large majority of the shareholders (88.88% of the votes casted).
The Board of Directors did not deviate in any matter from the approved remuneration policy.
The Company's Ordinary General Meeting has set the following remuneration for the Non-Executive Directors2 :
Additionally, the Board of Directors has decided to grant a special travel allowance of €300 per (round) trip to Mr Huuskonen in application of the power granted to it under the remuneration policy to offer on a case-by-case basis to Non-Executive 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.

SENIORENQUARTIER WOLFSBURG • WOLFSBURG, DE

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.
See decisions of the Ordinary General Meetings of 28 October 2016, 22 October 2019 and 11 May 2021.

RESIDENTIE KARTUIZERHOF • LIERDE, BE
The table below provides an overview of the Non-Executive Directors' attendance at Board and committee meetings and the remuneration received for the 2021 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-Executive 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 rules the Non-Executive Directors other than the Chairperson had to register a minimum of 37 shares in the share register, whereas the Chairperson had to register a minimum of 94 shares.
All Non-Executive directors have complied with this rule. 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 obligation 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 | 13/13 | - | 8/8 | 6/6 | 45,000 | 25,600 | 70,600 | |
| Pertti Huuskonen | 13/13 | - | - | - | 35,000 | 13,000 | 300 | 48,3003 |
| Katrien Kesteloot | 13/13 | 6/6 | - | - | 40,000 | 18,400 | 58,400 | |
| Elisabeth May-Roberti | 13/13 | - | 8/8 | - | 45,000 | 20,200 | 65,200 | |
| Marleen Willekens | 13/13 | 6/6 | - | - | 50,000 | 18,400 | 68,400 | |
| Luc Plasman | 12/13 | - | 8/8 | 6/6 | 35,000 | 24,600 | 59,600 | |
| Serge Wibaut | 13/13 | 5/6 | - | 6/6 | 95,000 | 22,900 | 117,900 | |
| Total | 345,000 | 143,100 | 300 | 488,400 |
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 2021 a remuneration of €45,396 (€39,996 fixed; €5,400 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 €93,696.
AEDIFICA
IN 2021 OUR STRATEGY
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:
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 '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 – variable 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 16 March 2021 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 €175,000 for the CEO and €100,000 for each other member of the Executive Committee1 for the period 1 January 2021 until 31 December 2021 under the terms and conditions as explained hereafter (the '2021 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 €84.25 (the closing share price on 15 April 2021 of €101.10, multiplied by 100/120). In execution of this 'long-term incentive plan', the CEO acquired 964 shares, the CFO 552 shares, the CLO/CM&AO and CIO 551 shares and the COO 459 shares. The 2021 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 market 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).
Save for indexation, the amounts of the fixed cash remuneration did not change compared to the financial year 2019/2020 (except for the increase of the fixed remuneration of the CIO to align it more closely with the remuneration of the other members of the Executive Committee – as announced in the remuneration report 2019/2020). The amounts under the long-term incentive plan 2021 are also equal to the previous plan.
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 remuneration from Aedifica's subsidiaries.
The table below 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 2021.
| 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 2021 |
Number of shares not yet vested |
|---|---|---|---|---|---|---|
| Stefaan Gielens | Ad Hoc LTIP | 24/07/2019 | 1,173 | 79.17 | 234 | 939 |
| 15/06/2020 | 171 | 81.33 | 34 | 137 | ||
| 2019/2020 LTIP | 12/12/2019 | 1,215 | 89.50 | 243 | 972 | |
| 2020 LTIP | 17/12/2020 | 501 | 81.08 | 100 | 401 | |
| 2021 LTIP | 15/04/2021 | 964 | 84.25 | / | 964 | |
| Ingrid Daerden | Ad Hoc LTIP | 24/07/2019 | 588 | 79.17 | 118 | 470 |
| 2019/2020 LTIP | 12/12/2019 | 680 | 107.40 | 136 | 544 | |
| 2020 LTIP | 17/12/2020 | 286 | 81.08 | 57 | 229 | |
| 2021 LTIP | 15/04/2021 | 552 | 84.25 | 110 | 442 | |
| Sven Bogaerts | Ad Hoc LTIP | 24/07/2019 | 586 | 79.17 | 117 | 469 |
| 2019/2020 LTIP | 12/12/2019 | 648 | 107.40 | 130 | 518 | |
| 2020 LTIP | 17/12/2020 | 286 | 81.08 | 57 | 229 | |
| 2021 LTIP | 15/04/2021 | 551 | 84.25 | 110 | 441 | |
| Charles-Antoine van Aelst |
Ad Hoc LTIP | 24/07/2019 | 586 | 79.17 | 117 | 469 |
| 2019/2020 LTIP | 12/12/2019 | 633 | 107.40 | 127 | 507 | |
| 2020 LTIP | 17/12/2020 | 286 | 81.08 | 57 | 229 | |
| 2021 LTIP | 15/04/2021 | 551 | 84.25 | 110 | 441 | |
| Raoul Thomassen | 2021 LTIP | 15/04/2021 | 459 | 84.25 | 92 | 367 |
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 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 performance 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 determined 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 weighting 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 22 February 2022, the Board of Directors concluded, based on the recommendation of the Nomination and Remuneration Committee and after validation of the financial results per 31 December 2021 by the Audit and Risk Committee that the quantitative and qualitative criteria set out for the annual short term incentive plan 2021 in the Board's decision of 16 March 2021 and of 30 March 2021 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 2021, as follows:
| Period 1 January 2021 – 31 December 2021 |
Relative weighting |
Achievement on 31 December 2021 |
|---|---|---|
| Consolidated EPRA Earnings* per share based on a weighted average number of shares over the period of 33,086,572 shares |
70% | EPRA Earnings* per share of €4.35 based on a weighted average number of shares over the period of 36,308,157 shares |
| In excess of maximum recognised performance (125% of target bonus attributed) |
||
| Consolidated EBIT margin* (operating result before result |
15% | Consolidated EBIT margin* of 83.5% |
| on portfolio divided by net rental income) |
In excess of maximum recognised performance (125% of target bonus attributed) |
|
| Individuals qualitative and organisation-building targets |
15% | Individual targets levels achieved from 'in line with expectations' to 'outstanding' |
| (between 100% and 125% of target bonus attributed |
AEDIFICA
IN 2021 OUR STRATEGY
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 performance 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 respective 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 100/120th of the market share price, provided that the Company shares are made unavailable and are not transferable during a period of at least 2 years following the acquisition of the shares. On 30 March 2021 the Board of Directors selected the specific KPIs for the first performance cycle of the long-term incentive plan (period 2021- 2023) 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 2024. A first payment under this plan (insofar as the KPIs are achieved) will take place in 2024.
| Period 1 January 2021 – 31 December 2023 |
Relative weighting |
Achievement on 31 December 2021 |
|---|---|---|
| Financial KPI | ||
| Average EPS growth (CAGR) | 70% | Performance period ongoing |
| Non-financial KPI | 30% | |
| EPC Coverage of Aedifica Group portfolio |
15% | Performance period ongoing |
| Employee satisfaction | 15% | Performance period ongoing |
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 contributions from the beneficiaries.
The members of the Executive Committee benefit from hospitalisation and invalidity insurance and coverage for accidents at work. Each Executive Manager benefits from a company car. In the 2021 financial year, the cost to the Company (rental charge and petrol) was €16,665 excl. VAT for the CEO and a combined total of €60,395 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.
| 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) |
506,566 | 175,000 | 253,283 | / | 72,618 | 34,925 | 1,042,393 | 76/24 |
| Ingrid Daerden (CFO) |
311,374 | 100,000 | 152,687 | / | 38,170 | 9,290 | 611,522 | 75/25 |
| Raoul Thomassen (COO)1 |
199,883 | 83,333 | 99,942 | / | 26,637 | 11,258 | 421,053 | 76/24 |
| Charles-Antoine van Aelst (CIO) |
275,000 | 100,000 | 137,500 | / | 30,144 | 13,738 | 556,383 | 75/25 |
| Sven Bogaerts (CLO/CM&AO) |
301,996 | 100,000 | 146,468 | / | 34,315 | 7,941 | 590,720 | 75/25 |
For information purposes, note that the ratio between the total remuneration of the CEO for 2021 and the average remuneration of personnel amounts to 8; the ratio between the total remuneration of the CEO for 2021 and the lowest remuneration of personnel amounts to 26.
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:
The only case in which a contractual indemnity granted to a member of the Executive Committee could exceed 12 months of remuneration 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 Meeting. Since then, no such contractual clauses have been included in the agreements concluded with (other) members of Aedifica's Executive Committee.
In 2021 there were no departures from the Board of Directors or the Executive Committee and no severance payments have therefore been paid.
In line with the remuneration policy, the management agreements with the members of the Executive Committee provide for a clawback 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 concerning 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 2021 which could have resulted in the use of the clawback.
All members of the Executive Committee possess the minimum number of shares in the Company as stipulated by the remuneration policy (see pages 104-107 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.

TUUSULA ISOKARHUNKIERTO • TUUSULA, FI
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
In an interest to increase transparency of past, current and future remuneration and in alignment with investor interests and the legislative environment, the table on the opposite page 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 remuneration (annual remuneration + attendance fee) in cash. Since the financial year 2015/2016, the amounts of (elements of) the remuneration of the Non-Executive Directors have only been changed further to decisions of the General Meetings of 28 October 20161 , 22 October 20192 and 11 May 20213 .
Finally, the numbers in the below table are also influenced by:
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.

HOF VAN SCHOTEN • SCHOTEN, BE
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Annual change in % | FY 2016/2017 vs 2015/2016 |
FY 2017/2018 vs 2016/2017 |
FY 2018/2019 vs 2017/2018 |
FY 2019/20204 vs 2018/2019 |
FY 2021 vs 2019/2020 |
|---|---|---|---|---|---|
| Remuneration of the Non-Executive Directors | |||||
| 59% | 2% | 2% | 15% | 29% | |
| Remuneration of the CEO (total) | |||||
| Stefaan Gielens | 14% | 7% | 23% | 12% | - 10% |
| Average remuneration of the other members of the Executive Committee (total) | |||||
| Sven Bogaerts | 33% | 62% | - 7% | ||
| Ingrid Daerden | 15% | -8% | |||
| Charles-Antoine van Aelst | 28% | 37% | 8% | ||
| Raoul Thomassen | - | - | -5 | ||
| Total cost of Executive Committee (including CEO) | 14% | 37%6 | 14% | 15%7 | -10%8 |
| Company's performance9 | |||||
| Investment properties (including assets held for sale) |
34% | 13% | 33% | 62% | 29% |
| Investment properties (including assets held for sale) + WIP |
19% | 31% | 25% | 64% | 28% |
| Rental income | 32% | 16% | 29% | 34% | 24% |
| EPRA Earnings | 40% | 22% | 24% | 34% | 30% |
| EPRA EPS | 30% | 3% | 15% | 9% | 3% |
| Average remuneration on a full-time equivalent basis of employees of Aedifica NV/SA10 | |||||
| Employees of the Company | 13.8% | 4.6% | 17.7% | 13.1% | 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.
No comparison can be made since Mr Thomassen's mandate only started on 1 March 2021.
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).
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.
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.
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.
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.
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 2022.
The Board of Directors sets the fixed remuneration annually, taking into account factors such as:
The annual fixed remuneration may be reviewed and adapted taking into account the preceding factors and within the framework of the approved remuneration policy. The Board of Directors ordered in that respect a benchmark study from the independent specialist consultant Willis Towers Watson that will be executed in the first half of 2022 in order to assess the market conformity of the remuneration of the members of the Executive Committee.
In accordance with his management agreement, Mr Thomassen is contractually entitled to a step-up in his fixed remuneration after the expiry of one year in office (i.e. as from 1 March 2022).
Finally, the Board of Directors decided on 22 February 2022 in application of the Article 7:91 BCCA and within the framework of the remuneration policy to grant to the members of the Executive Committee for the financial year 2022, within the context of the (current) annual long-term incentive plan, a gross remuneration of €175,000 (+ indexation over 2021) for the CEO and €100,000 (+ indexation over 2021) for each other member of the Executive Committee, under the same terms and conditions as in the '2021 LTIP' of which the net proceeds will have to be entirely used to acquire Aedifica shares (as described above). In accordance with the remuneration policy, this fixed long-term incentive plan will cease to exist in 2023 and was thus awarded for the last time for 2022 by the above Board decision (see above).
The Directors, the members of the Executive Committee, the persons 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 conditions. Where appropriate, the Company must inform the FSMA of such transactions in advance.
The transactions referred to in the first paragraph, as well as the information referred to in the prior notification, are immediately made public and are explained in the annual financial report and, where appropriate, in the half-year financial report.
The prior notification does not apply to transactions provided for in Article 38 of the Law of 12 May 2014 on regulated real estate companies. Article 7:96 BCCA and Article 7:97 BCCA remains fully applicable, as does Article 37 of the above-mentioned Law.
During the 2021 financial year, there was no conflict of interest whatsoever regarding a real estate transaction. The two conflicts of interest that occurred during the financial year related to the remuneration of the members of the Executive Committee. These are explained below.
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 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.
The Board of Directors has set on 22 September 2020 in line with the remuneration practice at that time the key performance indicators (KPIs) and performance targets for the variable remuneration of the members of the Executive Committee for the period from 1 July 2020 until 31 December 2020 (which have been included in the addenda to the management contracts).
As a reminder,
The realisation of the performance targets and the proposed amounts to be granted to the members of the Executive Committee have been the subject of an overall evaluation by the Nomination and Remuneration Committee on 12 March 2021 on the basis of the financial figures as approved by the Board of Directors on 23 February 2021.
The Nomination and Remuneration Committee notes that the members of the Executive Committee have exceeded the performance targets and proposes consequently to the Board of Directors to grant to the CEO and the other members of the Executive Committee the maximum amount of the variable remuneration for the covered period. For the avoidance of doubt, the former COO shall be entitled to the variable remuneration only pro rata temporis for the duration of her mandate (namely, for the period 1 July 2020 – 31 October 2020); the new COO does not yet benefit from this variable remuneration (as he only started his mandate as from 1 March 2021).
The Board of Directors approves the proposal of the Nomination and Remuneration Committee.
The draft remuneration policy (applicable as from 1 January 2021 subject to approval by the General Meeting) was approved by the Board of Directors on 23 February 2021 save for the (types of) KPIs of the short- and long-term incentive plan which still had to be decided by the Board of Directors.
Upon deliberation, the Nomination and Remuneration Committee now proposes the following (types of) KPIs and respective relative weighting, to be included in the remuneration policy:
| Collective KPIs (85%) | Personal KPIs (15%) | |
|---|---|---|
| EPS (70%) | Operating margin (15%) |
Personal targets supporting the Company's strategic imperatives |
The target, threshold and maximum performance levels will be determined each year by the Board of Directors at the beginning of the annual performance cycle (see agenda item 2.e).
| Financial KPI type (70%) | Non-Financial KPI type (30%) |
|---|---|
| Relative shareholder return Earnings per share Dividend per share |
Environmental, social and governance criteria (ESG) |
The Board of Directors will determine for each three-year performance cycle the specific financial and non-financial KPIs (and their respective target, threshold and maximum recognised performance levels) selected within the framework of the above-mentioned KPI-types.
The Board of Directors approves this proposal of the Nomination and Remuneration Committee and its elaboration in the remuneration policy.
Since the newly proposed long-term incentive plan 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 is proposed in the new remuneration policy to extend the current long-term incentive plan for the coming two years in 2021 and 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 Committee proposes to grant to the members of the Executive Committee the right to participate in a 'long term incentive plan' for the financial year 2021, under the same terms and conditions as the previous long term incentive plan (i.e., the 2020 LTIP), for a gross amount equal to the gross amount of the 2020 LTIP, but annualised (recall that the 2020 LTIP only covered the last 6 months of the extended financial year 2019/2020), namely a gross amount of €175,000 for the CEO and €100,000 for each other member of the Executive Committee.
Upon recommendation of the Nomination and Remuneration Committee, 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 2021 for a gross amount of €175,000 for the CEO and €100,000 for each other member of the Executive Committee, under the same terms and conditions as the 2020 LTIP.
In accordance with the remuneration policy (as approved by the Board of Directors – see supra), the KPIs and their respective relative weighting for the short-term variable annual bonus of the members of the Executive Committee are 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 proposal on the performance levels (target, minimum threshold and maximum performance level) and corresponding bonus levels of the collective KPIs under the short-term variable bonus 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 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 variable short-term bonus will AEDIFICA
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 Nomination and Remuneration Committee to prepare the addenda to the management agreements to include this decision.
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 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.
In accordance with the remuneration policy (as approved by the Board of Directors), the specific KPIs and performance levels for the performance cycle 2021-2023 in the context of the long-term variable remuneration for the members of the Executive Committee should 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 Earnings per share Dividend per share |
Environmental, social and governance (ESG) criteria |
The Nomination and Remuneration Committee has made on that basis a proposal on the specific KPIs, applicable performance levels (target, minimum threshold and maximum performance level) and corresponding bonus levels for the performance cycle 2021-2023 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 Nomination and Remuneration Committee's proposal for the performance cycle 2021-2023 and requests the Nomination and Remuneration Committee to prepare the addenda to the management agreements to include this decision.
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, 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.
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 prohibited for Aedifica's Directors and for all persons on the aforementioned list, as well as for all persons with whom they are closely linked. The closed periods are as follows:
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.
Directors, members of the Executive Committee and persons closely related to them who intend to carry out transactions involving 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 notification whether, in his opinion, there are reasons to believe that the planned transaction constitutes a regulatory violation. The Directors, the members of the Executive Committee and the persons closely related to them must confirm the execution of the transactions 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.
Aedifica has an internal procedure for reporting potential or actual violations of the applicable legal regulations, its Corporate Governance Charter and its Code of Conduct. This procedure for reporting irregularities constitutes an appendix to the Corporate Governance Charter.
Aedifica does not carry out any research and development activities as referred to in Articles 3:6 and 3:32 BCCA.
PRIESTY FIELDS • CONGLETON, UK

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.
Pursuant to a decision by the Board of Directors of 9 June 2021 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 15 June 2021 by €73,885,794.65 to bring it from €873,081,308.72 to €946,967,103.37. 2,800,000 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company's profits for the 2021 financial year as from 15 June 2021.
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 29 June 2021, the capital was increased by €4,868,335.01 to bring the amount of €946,967,103.37 to €951,835,438.38 via a contribution in kind. 184,492 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 2021 financial year as of 15 June 2021.
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 8 September 2021, the capital was increased by €6,256,358.83 to bring the amount of €951,835,438.38 to €958,091,797.21 via a contribution in kind. 237,093 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 2021 financial year as of 15 June 2021.
An appropriate explanation regarding the conditions and the actual consequences of the capital increase of 15 June 2021, whereby the preferential right of the shareholders was cancelled without allocation 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 15 June 2021. 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.
AEDIFICA
IN 2021 OUR STRATEGY
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 appropriate, explains the following elements, insofar as these elements are liable to result in a public takeover bid.
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 December 2021, the capital amounts to €958,091,797.21. It is represented by 36,308,157 shares, each representing 1/36,308,157nd of the capital.
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).
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 36,308,157 Aedifica shares are listed on Euronext Brussels and Euronext Amsterdam (regulated markets).
Aedifica does not have holders of securities to which special controlling 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 2021, Aedifica did not own any of its own shares.
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.
In accordance with Article 10 of the Articles of Association, the members of the Board of Directors are appointed for a maximum 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 appointment. 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.
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.
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:
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 5 years, starting from the publication of the decision of the Extraordinary General Meeting of 30 July 2021 in the Appendices to the Belgian Official Gazette.
As at 31 December 2021, the balance of the authorised capital amounts to 1) €475,917,719.19 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) €475,917,719.19 for capital increases within the framework of the distribution of an optional dividend, and 3) €88,927,185 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 (€951,835,438.38), the Company is able to raise its capital by €945,579,079.55.
Moreover, in accordance with Article 6.2 of the Articles of Association, 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 2021, Aedifica had pledged none of its own shares.
It is common practice that credit agreements contain so-called change of control clauses that allow the lender to 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:
In addition, the treasury notes issued on 17 December 2018 under the long-term treasury notes programme contain a change of control clause triggering an increase of the interest margin in the event of change of control over the Company.
The Note Purchase Agreement 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 Notes issued by the Company on 2 September 2021 also contain 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), with the exception of the clauses included in the credit and debt agreements dating from after the last Ordinary General Meeting of 11 May 2021 and in the above-mentioned Sustainable Note, for which approval of the change of control clause will be requested at the General Meeting of 10 May 2022.
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 established with the other members of the Executive Committee or with Aedifica employees.
FUTUREPROOF AEDIFICA

As of 31 December 2021, Aedifica NV/SA holds perimeter companies in seven different countries: Belgium, Luxembourg, Germany, the Netherlands, the United Kingdom (including Jersey), Finland, Sweden, Ireland and Spain.
All real estate located in Belgium is held by Aedifica NV/SA.
The real estate located in Germany is held by Aedifica NV/SA, Aedifica's Luxembourg subsidiaries and by some of Aedifica's Germany subsidiaries.
All real estate located in the Netherlands is held by Aedifica's Dutch subsidiaries. The assets held by AK JV NL, a Dutch joint venture with the Korian group, is 50% owned by Aedifica. The assets held by Aedifica Sonneborgh Real Estate BV, a Dutch joint venture with Dunavast-Sonneborgh, is 75% owned by Aedifica.
All real estate located in the United Kingdom is held by Aedifica's Jersey and UK subsidiaries.
All real estate located in Finland is owned by Finnish subsidiaries of Hoivatilat Oyj, which in turn is controlled by Aureit Holding Oy.
All real estate located in Sweden is owned by Swedish subsidiaries of Hoivatilat Oyj, which in turn is controlled by Aureit Holding Oy.
All real estate located in Ireland is owned by Aedifica's Irish subsidiaries.
All real estate located in Spain is owned by a Spanish subsidiary.
The organisational chart on pages 129-132 shows the Group's subsidiaries as well as its share in each subsidiary.

who is unrelated to Aedifica. ** The residual 50% is held by a partner who is unrelated to Aedifica
| 100% AED | Aedifica Invest NV/SA | |||
|---|---|---|---|---|
| 94% AI 6%* |
Aedifica Residenzen Nord GmbH & Co. KG | |||
| Aedifica NV/SA | 94% AI | Aedifica Residenzen 1 GmbH & Co. KG | ||
| 6% 94% AI 6% |
Aedifica Residenzen 2 GmbH | |||
| 94% AI 6%* |
Aedifica Residenzen 3 GmbH | |||
| 94% AI 6%* |
Aedifica Residenzen West GmbH | |||
| 94% AI 6%* |
Aedifica Residenzen 4 GmbH | |||
| 94% AI 6%* |
Aedifica Residenzen 5 GmbH | |||
| 94% AI 6%* |
Aedifica Residenzen 6 GmbH | |||
| 75% + 1 PERF 25% -1 AED |
Immobe SA/NV (FIIS/GVBF) | |||
| 94% AED 6%* |
Aedifica Luxemburg I SCS | |||
| 94% AED 6%* |
Aedifica Luxemburg II SCS | |||
| 94% AED | Aedifica Luxemburg III SCS | |||
| 6%* 94% AED |
Aedifica Luxemburg IV SCS | |||
| 6%* 94% AED |
Aedifica Luxemburg V SCS | |||
| 6%* 94% AED |
Aedifica Luxemburg VI SCS | |||
| 6%* 94% AED |
Aedifica Luxemburg VII SCS | |||
| 6%* 94% AED |
Aedifica Luxemburg VIII SCS | |||
| 6%* 100% AED |
Aedifica Asset Management GmbH | |||
| 100% AED | Aedifica Verwaltungs GmbH | |||
| 100% AED | Aedifica Ireland Limited | |||
| 100% | Prudent Capital Limited | |||
| Aedifica Ireland 100% |
JKP Nursing Home Limited | |||
| 100% AED | Aedifica Ireland | Aedifica Nederland BV | ||
| 100% Aedifica Nederland |
Aedifica Services BV | |||
| 100% AED | Aedifica Nederland 2 BV | |||
| 100% AED | Aedifica Nederland 3 BV | |||
| 100% AED | Aedifica Nederland 4 BV | |||
| Parent company | 100% AED | Aedifica Nederland Joint Venture BV | ||
| Subsidiaries in Belgium Non-recurrent financial asset |
50% ANJV 50% ** |
AK JV NL public partnership | ||
| in Belgium | 75% ANJV 25% ** |
Aedifica Sonneborgh Real Estate BV | ||
| Subsidiaries in Luxembourg Subsidiaries in Germany |
100% AED | Aedifica UK corporate structure (see page 130) |
||
| Subsidiaries in the Netherlands | 100% AED | Mallowville SL | ||
| Subsidiaries in the United Kingdom | 100% AED | Aureit Holding Oy | ||
| Subsidiaries in Finland and Sweden Subsidiaries in Ireland |
100% | |||
| Subsidiaries in Spain | Aureit Holding | Hoivatilat Oyj 100% |
||
| Hoivatilat Oyj | SPVs in Finland (see page 132) | |||
| * The residual 6%* is held by an investor | 100% | Hoivatilat AB |
SPVs in Sweden (see page 131)
100% Hoivatilat AB
Hoivatilat Oyj
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |


| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| AEDIFICA - HOIVATILAT'S SPVS IN SWEDEN AS OF 31 DECEMBER 2021 | ||||
| Aedifica NV/SA |

Oskarshamn Emmekalv LSS boende AB
Lhaolm Nyby LSS boende AB
Enköping Hässlinge LSS boende AB
Uppsala Almungeberg 1 LSS boende AB
Uppsala Bäling Lövsta 1 LSS boende AB
Uppsala Sunnersta LSS boende AB
Uppsala Bäling Lövsta 2 LSS boende AB

LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
| As Oy Seinäjoen Kutojankatu |
|---|
| Hoivatilat Oyj |
| Koy Espoon Fallåkerinrinne |
| Koy Espoon Hirvisuontie |
| Koy Espoon Kurttilantie |
| Koy Espoon Kuurinkallio |
| Koy Espoon Matinkartanontie |
| Koy Espoon Meriviitantie |
| Koy Espoon Oppilaantie |
| Koy Espoon Rajamännynahde |
| Koy Espoon Tikasmäentie |
| Koy Espoon Vuoripirtintie |
| Koy Euran Käräjämäentie |
| Koy Hakalahden Majakka |
| Koy Haminan Lepikönranta |
| Koy Heinolan Lähteentie |
| Koy Helsingin Ensikodintie 4 |
| Koy Helsingin Kansantie |
| Koy Helsingin Pakarituvantie |
| Koy Helsingin Työnjohtajankadun Seppä 3 |
| Koy Hollolan Sarkatie |
| Koy Hämeenlinna Kampuskaarre |
| Koy Hämeenlinnan Jukolanraitti |
| Koy Hämeenlinnan Vanha Alikartanontie |
| Koy Iisalmen Eteläinen Puistoraitti |
| Koy Iisalmen Kangaslammintie |
| Koy Iisalmen Petter Kumpulaisentie |
| Koy Iisalmen Satamakatu |
| Koy Iisalmen Vemmelkuja |
| Koy Janakkalan Kekanahontie |
| Koy Joutsenon Päiväkoti |
| Koy Jyväskylän Ailakinkatu |
| Koy Jyväskylän Haperontie |
| Koy Jyväskylän Harjutie |
| Koy Jyväskylän Haukankaari |
| Koy Jyväskylän Mannisenmäentie |
| Koy Jyväskylän Martikaisentien |
| Koy Jyväskylän Palstatie |
| Koy Jyväskylän Sulkulantie Koy Jyväskylän Väliharjuntie |
| Koy Jyväskylän Vävypojanpolku |
| Koy Järvenpään Yliopettajankatu |
| Koy Kaarinan Nurminiitynkatu |
| Koy Kajaanin Erätie |
| Koy Kajaanin Hoikankatu |
| Koy Kajaanin Menninkäisentie |
| Koy Kajaanin Uitontie |
| Koy Kajaanin Valonkatu |
| Koy Kalajoen Hannilantie |
| Koy Kangasalan Hilmanhovi |
| Koy Kangasalan Mäntyveräjäntie |
| Koy Kangasalan Rekiäläntie |
| Koy Kaskisten Bladintie |
| Koy Kempeleen Ihmemaantie |
| Koy Keravan Lehmuskatu |
| Koy Keravan Männiköntie |
| Koy Keuruun Tehtaantie |
| Koy Kirkkonummen Kotitontunkuja |
| Majakka Kiinteistöt Oy |
| Koy Kokkolan Ankkurikuja |
| Koy Kokkolan Kaarlelankatu 68 |
| Koy Kokkolan Vanha Ouluntie |
| Koy Kontiolahden Päiväperhosenkatu |
| Koy Kotka Särmääjänkatu 6 |
| Koy Kotkan Loitsutie |
| Koy Kotkan Metsäkulmankatu |
| Koy Kouvola Vainiolankuja |
| Koy Kouvolan Kaartokuja |
| Koy Kouvolan Pappilantie |
| Koy Kouvolan Rannikkotie |
|---|
| Koy Kouvolan Ruskeasuonkatu |
| Koy Kouvolan Vinttikaivontie |
| Koy Kuopion Amerikanraitti |
| Koy Kuopion Männistönkatu |
| Koy Kuopion Opistokuja |
| Koy Kuopion Pirtinkaari |
| Koy Kuopion Portti A2 |
| Koy Kuopion Rantaraitti |
| Koy Kuopion Sipulikatu |
| Koy Lahden Jahtikatu |
| Koy Lahden Kurenniityntie |
| Koy Lahden Makarantie |
| Koy Lahden Piisamikatu |
| Koy Lahden Vallesmanninkatu A |
| Koy Lahden Vallesmanninkatu B |
| Koy Laihian Jarrumiehentie |
| Koy Lappeenrannan Orioninkatu |
| Koy Laukaan Hytösenkuja |
| Koy Laukaan Peurungantie |
| Koy Laukaan Saratie |
| Koy Limingan Kauppakaari |
| Koy Lohjan Ansatie |
| Koy Lohjan Porapojankuja |
| Koy Lohjan Sahapiha |
| Koy Loimaan Itsenäisyydenkatu |
| Koy Loviisan Mannerheiminkatu |
| Koy Maskun Ruskontie |
| Koy Mikkelin Kastanjakuja |
| Koy Mikkelin Sahalantie |
| Koy Mikkelin Väänäsenpolku |
| Koy Mikkelin Ylännetie 10 |
| Koy Mikkelin Ylännetie 8 |
| Koy Mynämäen Opintie |
| Koy Mäntsälän Liedontie |
| Koy Mäntyharjun Lääkärinkuja |
| Koy Nokian Kivimiehenkatu |
| Koy Nokian Luhtatie |
| Koy Nokian Näsiäkatu |
| Koy Nokian Vikkulankatu |
| Koy Nurmijärven Laidunalue |
| Koy Nurmijärven Ratakuja |
| Koy Nurmijärvi Luhtavillantie |
| Koy Orimattilan Suppulanpolku |
| Koy Oulun Isopurjeentie |
| Koy Oulun Jahtivoudintie |
| Koy Oulun Juhlamarssi |
| Koy Oulun Kehätie |
| Koy Oulun Paulareitti |
| Koy Oulun Raamipolku |
| Koy Oulun Rakkakiventie |
| Koy Oulun Ruismetsä |
| Koy Oulun Salonpään koulu |
| Koy Oulun Sarvisuontie |
| Koy Oulun Siilotie |
| Koy Oulun Soittajanlenkki |
| Koy Oulun Ukkoherrantie A |
| Koy Oulun Ukkoherrantie B |
| Koy Oulun Valjastie |
| Koy Oulun Villa Sulkakuja |
| Koy Oulunsalon Vihannestie |
| Koy Paimion Mäkiläntie |
| Koy Pieksämäen Ruustinnantie |
| Koy Pihtiputaan Nurmelanpolku |
| Koy Pirkkalan Lehtimäentie |
| Koy Pirkkalan Pereensaarentie |
| Koy Porin Kerhotie |
| Koy Porin Koekatu |
| Koy Porin Ojantie |
| Koy Porin Palokärjentie |
|---|
| Koy Porvoon Fredrika Runebergin katu |
| Koy Porvoon Haarapääskyntie |
| Koy Porvoon Peippolankuja |
| Koy Porvoon Vanha Kuninkaantie |
| Koy Raahe Kirkkokatu |
| Koy Raahen Palokunnanhovi |
| Koy Raahen Vihastenkarinkatu |
| Koy Raision Tenavakatu |
| Koy Riihimäen Jyrätie |
| Koy Rovaniemen Gardininkuja |
| Koy Rovaniemen Matkavaarantie |
| Koy Rovaniemen Muonakuja |
| Koy Rovaniemen Mäkirannantie |
| Koy Rovaniemen Ritarinne |
| Koy Rovaniemen Santamäentie |
| Koy Ruskon Päällistönmäentie |
| Koy Salon Papinkuja |
| Koy Sastamalan Tyrväänkyläntie |
| Koy Siilinjärven Honkarannantie |
| Koy Siilinjärven Nilsiäntie |
| Koy Siilinjärven Risulantie |
| Koy Siilinjärven Sinisiipi |
| Koy Sipoon Aarrepuistonkuja |
| Koy Sipoon Aarretie |
| Koy Sipoon Satotalmantie |
| Koy Sotkamon Kirkkotie |
| Koy Tampereen Haiharansuu |
| Koy Tampereen Lentävänniemenkatu |
| Koy Tampereen Sisunaukio |
| Koy Teuvan Tuokkolantie |
| Koy Tornion Torpin Rinnakkaiskatu |
| Koy Turun Lemmontie |
| Koy Turun Lukkosepänkatu |
| Koy Turun Malin Trällinkuja |
| Koy Turun Paltankatu (care home) |
| Koy Turun Teollisuuskatu |
| Koy Turun Vakiniituntie |
| Koy Turun Vähäheikkiläntie |
| Koy Tuusulan Isokarhunkierto |
| Koy Ulvilan Kulmalantie |
| Koy Uudenkaupungin Merilinnuntie |
| Koy Uudenkaupungin Merimetsopolku B |
| Koy Uudenkaupungin Merimetsopolku C |
| Koy Uudenkaupungin Puusepänkatu |
| Koy Vaasan Mäkikaivontie |
| Koy Vaasan Tehokatu |
| Koy Vaasan Uusmetsäntie |
| Koy Vaasan Vanhan Vaasankatu |
| Koy Valkeakosken Kirkkotie |
| Koy Vantaan Asolantie (care home) |
| Koy Vantaan Koetilankatu |
| Koy Vantaan Koivukylän Puistotie |
| Koy Vantaan Mesikukantie |
| Koy Vantaan Punakiventie |
| Koy Vantaan Tuovintie |
| Koy Vantaan Vuohirinne |
| Koy Varkauden Kaura-ahontie |
| Koy Varkauden Savontie |
| Koy Vihdin Hiidenrannantie |
| Koy Vihdin Pengerkuja |
| Koy Vihdin Vanhan sepän tie |
| Koy Ylivieskan Alpuumintie |
| Koy Ylivieskan Mikontie 1 |
| Koy Ylivieskan Ratakatu 12 |
| Koy Ylöjärven Mustarastaantie |
| Koy Ylöjärven Työväentalontie Koy Äänekosken Likolahdenkatu |
AEDIFICA ON STOCK MARKET RISK FACTORS EPRA
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION



OULU VALJASTIE • OULU, FI
FUTUREPROOF AEDIFICA
134 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
Aedifica offers investors an alternative to direct real estate investments, 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 opportunities for growth and capital appreciation at the same time.
FINANCIAL STATEMENTS
– 135
3.0 % GROSS DIVIDEND YIELD AS OF 31 DECEMBER 2021
AEDIFICA ON
STOCK MARKET RISK FACTORS EPRA
50 % PREMIUM TO NET ASSET VALUE AS OF 31 DECEMBER 2021

€ 4.2 bn MARKET CAPITALISATION AS OF 31 DECEMBER 2021
174% SHARE PRICE INCREASE SINCE IPO
AEDIFICA
IN 2021 OUR STRATEGY
Since 2020, the Aedifica share is included in the BEL 20, the leading share index of the 20 most important shares on Euronext Brussels, 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.
Euronext Brussels & Amsterdam ISIN code: BE0003851681 Trading: continuous

Our inclusion in the BEL 20 is a reward for the international growth achieved in recent years and confirms the market's confidence in Aedifica.
DELPHINE NOIRHOMME INVESTOR RELATIONS MANAGER
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. 2.9% (31 December 2021). 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 €94.30 and €127.30 over the course of the financial year 2021 and closed the financial year at €114.90, an increase of ca. 17% compared with 31 December 2020 (€98.30).
Based on the stock price on 31 December 2021, Aedifica share shows a premium of:
This premium to the net asset value is a sign of confidence in Aedifica's track record and reflects Aedifica's pure play focus on healthcare real estate, the future growth of the Group, the stable nature of the generated long-term profits and the attractive dividend.
The graph on the right shows the evolution of the premium of Aedifica's share price compared to the net asset value per share.
Between Aedifica's IPO (after deduction of the coupons which represented the preferential or priority allocation rights issued as part of the abovementioned capital increases) and 31 December 2021, Aedifica's stock price increased by 174.4%, as compared to an increase of 2.99% for the BEL 20 index and a decrease of 6.92% for the EPRA Europe index over the same period.
The liquidity of Aedifica shares has remained stable during the financial year. The average daily volume was approx. €5,551,000 or approx. 51,000 shares, resulting in a velocity of 37.6%. Aedifica continues its efforts to further broaden its investor base by regularly taking part in roadshows and events for both institutional and private investors.


2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Aedifica Total return

MARKET CAPITALISATION FROM 23 OCTOBER 2006 (IPO) TO 31 DECEMBER 2021
(IN € MILLION)

| Number of shares | 31/12/2021 (12 months) |
31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Total number of shares on the stock market° | 36,308,157 | 33,086,572 | 33,086,572 |
| Total number of treasury shares | 0 | 0 | 0 |
| Number of shares outstanding after deduction of treasury shares | 36,308,157 | 33,086,572 | 33,086,572 |
| Weighted average number of shares outstanding (IAS 33) | 34,789,526 | 27,472,976 | 26,512,206 |
| Number of dividend rights °° | 34,851,824 | 26,628,340 |
° 2,800,000 new shares were listed on the stock market on 15 June 2021, 184,492 new shares were listed on the stock market on 29 June 2021 and 237,093 new shares on 8 September 2021.
°° Based on the rights to the dividend for the shares issued during the year.
| FUTUREPROOF | LETTER TO THE | AEDIFICA | BUSINESS | CORPORATE | |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | OUR STRATEGY | REVIEW | GOVERNANCE |
| 31/12/2021 | 30/12/2020 |
|---|---|
| 114.90 | 98.30 |
| 77.35 | 65.75 |
| 48.5% | 49.5% |
| 76.60 | 64.17 |
| 50.0% | 53.2% |
| 4,171,807,239 | 3,252,410,028 |
| 100.0% | 100.0% |
| 36,308,157 | 33,086,572 |
| 36,308,157 | 33,086,572 |
| 50,797 | 52,062 |
| 37.6% | 74.9% |
| 3.40 | 4.60 |
| 3.0% | 4.7% |

* Pro rata of the €4.60 dividend (18 months) over 12 months.
** Outlook (see pages 58-59).
Percentage of the capital of a company held by the market, according to the definition of Euronext. See press release of 3 July 2019 and section 3 of this chapter.
Total volume of share exchanged annualised divided by the total number of shares listed on the market, according to the definition of Euronext.
2021: proposed dividend to the Annual General Meeting.
Gross dividend per share divided by the closing share price.
For the financial year 2021, Aedifica's Board of Directors proposes a gross dividend of €3.40 per share. The dividend will be split between coupon No. 28 (€1.5370 for the period 1 January 2021 to 14 June 2021) and coupon No. 29 (€1.8630 for the period covering 15 June 2021 to 31 December 2021). The dividend will be paid in May 2022, after approval of the financial statements by the General Meeting of 10 May 2022.
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%7 . The Belgian government decided in 2021 to increase the threshold to apply the reduced withholding tax rate from 60% to 80% for dividends attributed or made payable as from 1 January 2022. Aedifica is monitoring 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 €2.89 (€1.3065 for coupon No. 28 and €1.5836 for coupon No. 29).
The table below lists Aedifica's shareholders holding more than 5% of the voting rights. (as of 31 December 2021, based on the number of shares held by the shareholders concerned as of 5 July 2019; Aedifica has not received any transparency notifications regarding a status after 5 July 2019). Declarations of transparency and control strings are available on Aedifica's website. According to Euronext's definition, the free float is 100%.
| # of voting rights |
Date of the notification |
% of the total number of voting rights |
|
|---|---|---|---|
| BlackRock, Inc. | 1,230,883 | 5 July 2019 | 5.00% |
| Other shareholders | 95.00% | ||
| Total | 100% |
Aedifica also relies on the debt capital market and issued a benchmark Sustainability bond in September 2021.
| Type ISIN-code |
Nominal amount (in € million ) |
Duration (years) |
Maturity date | Coupon | |
|---|---|---|---|---|---|
| Sustainability bond | BE6330288687 | 500 | 10 | 09/09/2031 | 0.75% |
| Annual General Meeting 2022 | 10/05/2022 |
|---|---|
| Interim statement 31/03/2022 | 11/05/2022 |
| Payment of the dividend6 relating to the 2021 financial year |
As from 17/05/2022 |
| Coupon | 28 |
| Ex-coupon date | 11/06/2021 |
| Coupon | 29 |
| Ex-coupon date | 13/05/2022 |
| CSR Report 2021 | 10/06/2021 |
| Half year results 30/06/2022 | 05/08/2022 |
| Interim statement 30/09/2022 | 09/11/2022 |
| Annual press release 31/12/2022 | February 2023 |
| 2022 Annual Financial Report | March 2023 |
| Annual General Meeting 2023 | 09/05/2023 |
| Payment dividend relating to the 2022 financial year |
As from 16/05/2023 |
Financial service responsible for the dividend payment: ING Belgium (main paying agent) or any other financial institutions.


FUTUREPROOF AEDIFICA
AEDIFICA
CORPORATE GOVERNANCE
140 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
Aedifica carries out its activities in a constantly changing environment, which implies certain risks. Since the materialisation of these risks could have a negative effect on the Group, they are considered as part of every investment decision. Aedifica aims to manage these risks to the best of its ability. Thus, they are monitored on a regular basis by the Board of Directors and a risk management policy has been put in place, as detailed on page 101 in the 'Corporate Governance Statement' chapter.


This chapter only describes the risk factors that are specific and of material importance for Aedifica. This overview is thus not exhaustive and was prepared on the basis of the information that was available as of 18 March 2022. It is acknowledged that other risk factors may exist, which are currently unknown, remote or considered as benign for the Company, its operations and/or its financial position.
Rent levels, vacancy rates and property values are highly influenced by market supply and demand. The principal risks that may arise from this are:
Aedifica anticipates these risks by pursuing an investment policy that is diversified in terms of geographical spread, care operators and healthcare real estate segments. Each segment of the market in which Aedifica invests targets different types of tenants and has distinctive characteristics (with respect to regulations, lease terms, tenants' funding, etc.). Given that rental income comes from long-term leases, the Group has a

good view on future revenue streams (the weighted average unexpired lease term (WAULT) of Aedifica's contracts stands at 20 years).
Aedifica also intends to continue to expand its portfolio in order to reduce the weight of each individual property, improve asset management, and increase the operating margin* through economies of scale. To this end, the Group maintains close relations with its main tenants and is advised by qualified local experts in each country. Nevertheless, the Group's diversification, portfolio growth and asset management cannot fully eliminate the risks outlined above.
Given the dynamism of the large care operators and the consolidation that has been going on in the private sector for a number of years, there is a risk of concentration of the tenant base, with a large proportion of the rents coming from a single tenant group. Such a concentration within the portfolio can result from acquisitions by the Group, but can also occur in a passive way through acquisitions and mergers of existing tenants. Concentration of the tenant base can influence the Group's degree of diversification and cause a drop in income and cash flows when a tenant leaves or experiences financial difficulties. Furthermore, if the 20% diversification threshold set forth in Article 30 of the Belgian Law of 12 May 2014 (RREC law) would be exceeded, the Company would not be allowed to make any investments, divestments or undertake other actions that would result in this percentage increasing further.
The impact of tenant concentration on the diversification of Aedifica's tenant base has been offset by the strong growth of the portfolio. The integration of new tenants with solid business models (private as well as non-profit and public operators) provides a better spread of rental income over a larger group of tenants and this has significantly reduced the concentration risk. On 31 December 2021, Aedifica had a diversified tenant base of more than 130 operator groups. The five largest tenant groups represent 33% of Aedifica's contractual rents and the largest tenant group (Korian) represents only 11% (see pages 64-66 of the Property Report for more information on tenant concentration). No tenant group exceeds the statutory limit of 20% of the Group's consolidated assets.

REMBERTUS • MECHELEN, BE
1.3 INFLATION RISK All rents are subject to indexation (although the indexation mechanism differs between the countries in which the Group operates). Since Aedifica's WAULT stands at 20 years, the future like-for-like evolution of rental income and the valuation of these assets depends to a large extent on inflation. The impact of inflation on rental income can be summarised as follows: an increase in the index of 100 bps would generate approx. €2.6 million in additional rental income.
In addition, in a context of increasing nominal interest rates, lower inflation implies higher real interest rates, which in turn implies that financial charges are growing faster than the indexation of rental income. Aedifica has taken the necessary steps to mitigate these risks (see section 3.1 – interest rate risk below). However, these measures cannot completely eliminate the inflation risk and the risk of higher real interest rates which could have a negative impact on the Group's assets, business, financial position and prospects.
In the event of negative inflation, most contracts, but not all, set a floor at the level of the initial rent.
The Group's activities are impacted by the general economic climate and are subject to economic cycles, as these affect the available income of existing tenants (and hence their ability to meet their financial commitments), the demand for rental properties and the valuation of real estate, as well as the availability and cost of financing. A downturn in key macroeconomic indicators could have a negative impact on Aedifica's business and its development prospects. Furthermore, there is a potential risk that co-contractors (service providers, banks providing credit and hedging, contractors, etc.) default or go bankrupt.
To mitigate these risks, Aedifica continues to diversify its investments within the limits of its investment strategy, both geographically and in accordance with other diversification themes (including building types, tenants, healthcare real estate segments, possibilities for alternative use, public funding, etc.). Moreover, it should be noted that healthcare real estate is a resilient real estate segment with strong growth potential. This is due to demographically-driven increases in the demand for healthcare properties in the countries where Aedifica operates, at the same time as supply tends to stagnate or grow more slowly as a result of restrictions imposed by public authorities. Furthermore, the healthcare sector benefits from the long-term support of public authorities that fund care in general, and care dependency in particular, through their social security systems. Despite the Group's diversification efforts, a negative shift in the main macro-economic indicators or defaults by its various partners may still have a negative impact on the Group's assets, business, financial position and prospects.
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY

Due to the continued ageing of the European population, the Covid-19 pandemic will not have a material impact on the long-term demand for healthcare real estate.
SENIORENQUARTIER KAEMENAS HOF • BREMEN, DE
The global COVID-19 pandemic has led to higher mortality rates in the segment of people aged 80 years and older and has created specific operating challenges and risks for the tenants that operate Aedifica's (elderly care) buildings:
These challenges and risks can lead to a decrease in the revenues of Aedifica's tenants and may in turn impact their capacity to pay rent. This can lead to a temporary or permanent reduction of Aedifica's rental income and can influence the valuation of its investment properties. As such, the main risk to Aedifica that could arise from the COVID-19 pandemic is the impact of the pandemic on other identified risks.
The pandemic is evolving quickly and the consequences and risks for Aedifica's tenants are influenced by various factors and uncertainties: tenant size and solvency, (local) governmental measures, local spread of the virus and (local) lock-down measures, availability of staff, perception of the public vis-à-vis the sector, (booster) vaccination programmes, etc. In the long term, the pandemic can also have an impact on the financing systems of the healthcare sector. The consequences of these risks for the Group (should they occur) cannot be predicted at this stage given their uncertain nature. However, due to the (continued) ageing of the European population (see page 86), the pandemic will not have a material impact on the long-term demand for healthcare real estate.
As of 31 December 2021, the pandemic had no material impact on the results of the Group (also see page 49).
Aedifica's total turnover consists of rental income from buildings leased to professional care operators. When tenants leave on an expiry date or when the lease agreement lapses, new leases may yield lower rents than the current leases. A gloomy economic climate or other factors that can have a material impact on the rent payment capacity of tenants (for example, the COVID-19 pandemic can lead to a decrease in the occupancy rate, putting pressure on the rent payment capacity of care operators) can also lead to the renegotiation of current leases. Such renegotiations can lead to rent reductions whereby the rent levels of tenants are rebalanced with their future income potential in order to ensure the sustainability of the cash flows generated by the buildings. This could have a negative impact on the Group's income and cash flows. The concentration of the tenant base (see page 142) could further increase this risk.
Aedifica is also exposed to the risk of financial default by its tenants. Tenant default can have a negative impact on the Group's results and therefore on earnings per share and the capacity to pay dividends. Furthermore, the Group is not insured in the event of such tenant defaults. To mitigate this risk, Aedifica ensures that there is a thorough analysis of the business plan of the operators, that there is constant monitoring of the financial performance of existing tenants and that there is a rigorous procedure for the invoicing and follow-up of tenants with payment difficulties. Moreover, in most cases a rental guarantee is agreed with the operator (in the form of bank guarantees, blocked accounts or other guarantees), in line with established market practice.
Despite these measures, the risk of loss of rental income cannot be ruled out. As of 31 December 2021, the charges on the provisions for doubtful debts amounted to approx. €0.7 million on approx. €232.1 million in rental income. A loss of €10 million in rental income would reduce earnings per share by approx. €0.29. A decrease in rental income can also have a negative effect on the valuation of the property concerned.
The fair value of investment properties (accounted for in accordance with IAS 40) fluctuates over time and depends on various factors over which Aedifica does not have complete control (such as decreasing demand or occupancy rates, an increase in the transfer charges, etc.). A potential impairment loss on properties of the portfolio could have a negative impact on the results and financial situation of the Group. Each quarter, the fair value of investment properties is assessed by independent valuation experts. As of 31 December 2021, a change of 1% in the fair value of investment properties would have an impact of approx. €48.4 million on the net income, approx. €1.39 on the net asset value per share and approx. 0.4% on the consolidated debt-to-assets ratio. Over the course of the financial year, the fair value of marketable investment properties increased by 3.8% on a like-for-like basis*.
Aedifica acquires buildings in development and also develops its own projects (specifically in Finland and Sweden and to a limited extent in other countries), which allows the Group to supervise the development works and ensure that the delivered buildings are of high quality. These development activities entail the following potential risks:
While the risks arising from development activities cannot be avoided, the Group does its best to negotiate contracts that minimise them:
As of 31 December 2021, Aedifica's total investment budget for development projects amounts to approx. €767 million.
To maintain the quality of Aedifica's real estate (and its independent valuation), the Group has developed an internal property management structure, under which property managers visit and inspect the buildings on a regular basis, engage with tenants and evaluate whether the safety and maintenance of the buildings meet quality standards. On the basis of this dialogue, investments are made in renovations or extensions when necessary. Although Aedifica always enters into longterm relationships with its tenants and the Group regularly monitors the quality of its portfolio and – where necessary – invests in renovations, the risk cannot be excluded that the perceived quality of its buildings may deteriorate significantly and have an impact on the valuation of the buildings (see above).
The buildings in Aedifica's portfolio are insured against fire and other disasters. The insurance policies are usually taken out by the tenants and also cover rental vacancies during the reconstruction of buildings. In addition, there is also a risk that when a tenant leaves, his/her/its rental guarantee does not cover the financial risk of renovations or changes to the building.

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. Aedifica extended and increased its hedge ratio by closing new forward starting swaps and some caps to hedge the interest rate risk. In addition, the USPP and the benchmark bond issue have rebalanced Aedifica's mix of fixed and floating rate debt. On 31 December 2021, the financial debt is hedged against interest rate risk for 90.3%, 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.
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.
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 Aedifica's hedges is included in Note 33 of the Consolidated Financial Statements.
Aedifica's debt-to-assets ratio is monitored and published each quarter and its evolution is projected during the approval process of each major investment project. As of 31 December 2021, the consolidated debt-toassets ratio amounted to 42.6%. Aedifica's theoretical additional debt capacity based on the maximum debt-to-assets ratio allowed under its corporate status as a RREC (65% of total assets) and under current bank covenants (60% of total assets) is set out on page 56.
In its relations with financial counterparties, Aedifica is bound to observe a number of financial parameters, as part of certain credit facilities and/ or the legal regimes to which all or certain entities of the Aedifica group are subject. Non-compliance with financial parameters could lead to:
does not have controlling shareholders (only one shareholder exceeds the 5% transparency notification threshold), there is a potential risk of a hostile takeover that can trigger the so-called 'change of control' clause;
Although the potential impact would be significant, Aedifica evaluates the risk as unlikely.
The Group may be exposed to a liquidity risk if its existing financing agreements are not renewed at maturity, if no additional new funding sources can be found to finance the portfolio growth or due to a lack of cash flow in the event of early termination of credit facilities.
To finance its activities and investments, Aedifica relies heavily on its ability to raise financial resources. This ability can be disrupted by a variety of (external) factors, such as disruptions in international financial debt and equity markets, a reduction in the lending capacity of banks, a deterioration in the creditworthiness of the Aedifica group, a negative perception of investors with regard to real estate companies, etc. Any of these events could cause Aedifica to experience difficulties in accessing funding under its existing or new credit facilities or in the capital markets. As a consequence, Aedifica might not be able (i) to meet its financial obligations (including interest payments, loan repayments, operating costs or development costs), or (ii) to finance its activities.
If the Company would be exposed to a liquidity issue, it could, in the worst case, be forced to dispose of assets.
As of 31 December 2021, the Group has drawn €1,811 million (31 December 2020: €1,669 million) from the total amount of €2,788 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 2022 financial year. The 2022 financial plan includes payments in the context of the committed pipeline of development projects amounting to approx. €350 million.
In 2018, Aedifica launched a programme 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 and thus they do not increase the liquidity risk. Details regarding Aedifica's credit lines are described in Note 32 of the Consolidated Financial Statements.
As Aedifica's financial model is based on a structural indebtedness, cash balances remain relatively limited. They amounted to approx. €15.3 million as of 31 December 2021 (at consolidated level).
Aedifica has a credit rating assessed by an independent rating agency. In August 2021, S&P Global assigned the Group a BBB investment-grade rating with a stable outlook (see page 50). This rating can be adjusted at any time. A rating downgrade could lead to an increase in the Group's financing cost. In addition, a downgrade could also affect the appetite of credit providers to partner with Aedifica, which could compromise the Group's access to the debt market and thus its ability to finance its operations and growth.
Aedifica earns approx. 22% of its income and incurs part of its expenses in the United Kingdom and Sweden and is therefore exposed to an exchange rate risk. 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. An active hedging policy is in place to limit the £/€ exchange rate risk and its impact on Aedifica's result, if and when it is deemed necessary.
A 10% change of the £/€ exchange rate has an impact of approx. €83.2 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €5.0 million on the Group's annual rental income and approx. €5.5 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. €0.2 million on the Group's annual rental income and approx. €0.7 million on the Group's net result.
New regulations or changes to existing regulations (at European, national or local level), including those relating to healthcare, property rental, taxation, the environment, urban development, mobility policy, privacy and sustainable development, the renewal of licences with which Aedifica or its tenants must comply, or a change in the application or interpretation of such regulations by the administration (including the tax administration) or the courts, can increase the administrative costs and liabilities of the Group, and may have a major impact on the return, the fair value of the investment properties and on the tenants.
In particular, it is changes in the healthcare financing system that pose the greatest risk to the Group. Often the revenues of care operators are derived in part from subsidies (direct or indirect) granted by local social security systems. These systems depend on national and local governments and can be reformed from time to time depending on the political situation. A reform of these financing systems in one of the regions in which Aedifica operates (e.g. as a result of the pressure exerted by the COVID-19 pandemic on social security systems), could potentially have an impact on the solvency of care operators, thus creating the risk that they would not be able to meet their contractual obligations towards the Group.
Although Aedifica strictly monitors compliance with regulations, drawing on all necessary expertise, the risks associated with regulatory changes cannot be ruled out.
As a 'public regulated real estate company under Belgian law' ('public RREC') – and in order to keep this status – Aedifica is subject to the requirements of the law of 12 May 2014 on regulated real estate companies, as amended from time to time (the 'RREC Act'), which contain restrictions regarding (amongst others) the activities, the debt-to-assets ratio, the result processing, conflicts of interest and corporate governance.
As a public RREC, Aedifica benefits from a specific tax regime. Its result (rental income and capital gains on disposals, after deduction of operating costs and financial expenses) is exempt from corporate income tax at the level of the public RREC (i.e. the public RREC is subject to corporate income tax at the normal rate, but only on a limited taxable basis, consisting of the sum of (i) the abnormal or benevolent advantages
SENIORENZENTRUM WEIMAR

TUUSULA ISOKARHUNKIERTO • TUUSULA, FI
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY

REMBERTUS • MECHELEN, BE
it receives and (ii) the expenses and costs that are not deductible as business expenses, other than write-downs and capital losses on shares), while subsidiaries that do not have the status of a RREC or a specialised real estate investment fund remain subject to corporate income tax. To the extent that Aedifica directly holds real estate that is not located in Belgium, the Group may be subject to local taxes. The Company's subsidiaries that are not registered in Belgium are also subject to the provisions of the locally applicable common corporate income tax laws.
If Aedifica is unable to meet the requirements of the RREC status (this would suppose major and re-iterated disregard for the provisions of the RREC Act), there is a risk that the market authority (the FSMA) will impose sanctions and that Aedifica might lose its RREC status. In that case, the Group would lose the benefits of its special tax regime as a public RREC and the benefit of the reduced withholding tax rate of 15% on its dividends (see section 4.3 below). Furthermore, the loss of the RREC status is generally considered in credit facilities as a reason for the early repayment of all loans granted to the Company, which could in turn lead to a reduced liquidity (see section 3.3 above).
Companies (other than RRECs or specialised real estate investment funds) which were, or are, absorbed by the Company, owe an exit tax payable on their unrealised capital gains and exempted reserves. The exit tax is calculated taking into account the provisions of the circular Ci. RH. 423/567.729 of 23 December 2004; the prescribed interpretation or practical application of this circular is subject to change at the Government's discretion at any time, which could, depending on the change, have a significant negative impact on the acquisition cost of real estate and thus on the overall profitability of the Group. Since the exit tax only applies to acquisitions in Belgium and, in recent years, Aedifica has carried out most of its investments in other countries, the potential impact of this risk is limited.
With regard to the Dutch activities, the Group has applied for its Dutch subsidiary to be recognised as a 'Fiscale Beleggingsinstelling' ('FBI'), a transparent tax regime. As a matter of prudence, the Group recognised a generally applicable corporate income tax burden in the income statement to account for the possibility that the Company may not obtain an 'FBI' status. In the meantime, Aedifica, assisted by external consultants, continues to work towards obtaining the FBI status, which could have a positive impact on the Group's results.
The Belgian withholding tax on dividends amounts in principle to 30%, subject to reduction or exemption under the applicable Belgian provisions or tax treaties. However, a reduced withholding tax rate of 15% applies to dividends distributed 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). In 2021, the Belgian government decided to increase the threshold for the application of the reduced rate of 15% from 60% to 80% for dividends attributed or made payable as of 1 January 2022. Healthcare real estate is defined as immovable property that is located in a member state of the European Economic Area and is exclusively or mainly used or intended as residential units adapted to residential care or health care. Following the Brexit, a transition regime has been provided for the inclusion of Aedifica's UK portfolio in the 80% threshold until the end of 2025. The Group monitors this threshold in accordance with the Belgian government's guidelines. As Aedifica invests more than 80% of its property portfolio in healthcare real estate, shareholders benefit from this reduced rate of 15%. If the Group were no longer to comply with this 80% threshold, shareholders would have to pay the standard withholding tax rate (30% instead of 15%). In addition, there is a political risk that the reduced withholding tax rate might be abolished or its terms adjusted in such a way that Aedifica's shareholders would no longer be entitled to it. While this risk would not have a material impact on the Group's activities, the cancellation of the reduced withholding tax rate could make the Aedifica share less attractive and lead to a temporary decrease in the share price.
Aedifica's steady growth could lead to a scarcity of available financing (in the form of either debt or equity). To counter this risk, the Group is developing an ever-expanding network of actual and potential providers of financial resources. It is also important that there is a positive perception of Aedifica's access to the capital markets. In 2021, the Group further diversified its financial resources through the issuance of its first Sustainability Bond amounting to €500 million.
There is also an operational risk if, due to the pace of growth, the Group proves unable to integrate all its activities, acquisitions and takeovers correctly (e.g. when mistakes or operational problems occur, or when there are shortcomings in the follow-up of acquisitions). To counter these risks and to meet the challenges of its growth and internationalisation, the Group regularly updates its procedures, without compromising its flexibility and agility (see page 28). In addition, the Group implemented an ERP system in 2020 and a treasury management system in 2021. The Group is also expanding its team to include individuals with specialised competencies.
The internationalisation of the Group's activities can bring new risks related to the increasing complexity in the management of daily activities (specific characteristics of each foreign market, cultural barriers, language barriers, integration, property management, etc.) and the accumulation of regulatory risks in the different countries. These risks can have an impact on the reputation and prospects of the Group.
To mitigate these risks, Aedifica calls upon local experts to support its international development and implements the required structures and procedures to ensure smooth international development. By developing an operating model based on close cooperation and interaction between local teams in the countries in which Aedifica operates, local proximity and agility are combined with economies of scale in terms of operational excellence and know-how. An additional benefit of this operating model is that it can be easily rolled out to new markets.
Reputation and visibility are key issues for a listed group in full growth. With Aedifica's growth and internationalisation, the possibility and impact of the risk of reputational damage is increasing. The Group must not only ensure its reputation and visibility in the different countries in which it operates, its reporting is also analysed more carefully by an ever-growing group of investors and analysts. To mitigate reputation risk, the Group communicates in a transparent way on its financial and sustainability performance in line with sector standards (e.g. EPRA and GRI).
The treatment of residents by tenants could also impact the Group's reputation. As high-quality treatment and comfort of residents are of utmost importance to Aedifica, all reports from local healthcare authorities are thoroughly monitored. In case of irregularities, operators are evaluated and asked to implement a plan to avoid any future infringements.
Should Aedifica's reputation suffer, this could affect its growth prospects and make access to capital more difficult. The Group currently has an excellent reputation thanks to its long-standing track record and it remains in close contact with its stakeholders in order to maintain this reputation. However, the Group cannot completely eliminate the risk of damage to its reputation.
Since its incorporation, the Group's portfolio has expanded at a compound annual growth rate (CAGR) of 24%. Aedifica's growth contributes to the premium included in the share price compared to the net asset value per share (on 31 December 2021, this premium was approx. 50%). Lack of growth hence constitutes a risk for a company like Aedifica as it could affect the stock market's expectations and could lead to a decline in the share price. Furthermore, a lack of growth could also trigger a breach of trust with the Group's various stakeholders or make access to capital more difficult. However, Aedifica is committed to maintain its sense of dynamism and entrepreneurship: the key team members are constantly expanding their networks and Aedifica invests in the development of country teams, which enables the Group to stay abreast of what is happening in its (local) markets and to easily identify new opportunities.

HUIZE ERESLOO • DUIZEL, NL
AEDIFICA
IN 2021 OUR STRATEGY
Aedifica's international growth has increased the Group's visibility, which may trigger headhunters to recruit members of the Aedifica team. The unexpected departure of certain key staff members could expose Aedifica to a certain risk of disorganisation and loss of knowledge and could have adverse consequences for the Group's development.
Consequently, Aedifica has developed a human resources policy aimed at retaining its employees within the company to the greatest extent possible through (amongst other things) an appropriate remuneration policy, offering a training programme and the possibility of internal career development. The Group continuously invests in a healthy, safe and pleasant work environment to keep its employees safe and motivated. In order to monitor employee engagement and satisfaction, Aedifica conducts an annual employee survey, which is used to introduce new measures to improve employee satisfaction.
In addition, the Group has a proactive recruitment policy which has led to the creation of several new positions in recent years. The risk of loss of knowledge due to the departure of key figures is further mitigated, on the one hand, by staff growth and, on the other, by the development of a high-performance operating model and the standardisation of business processes which ensure that Aedifica's experience and know-how remain within the company and continue to circulate efficiently among its team members.
Good management of the IT infrastructure is of fundamental importance for Aedifica. A loss or unavailability of data could cause a disruption of management and investment activities, and a disruption of the internal and external reporting process. To mitigate these risks, Aedifica has an IT team that is assisted by an external partner in managing the IT infrastructure (hardware and software) and in the security and storage of data. In addition, local and cloud backups are performed regularly. A cyber security policy has been signed as well, insuring the Group against various types of cybercrime. However, the Group cannot completely eliminate IT risks.
As the Group grows, so does the risk of practices that could compromise Aedifica's integrity, such as tax fraud, corruption, bribery or conflicts of interest. An erosion of the integrity could seriously damage the Group's reputation and have a severe impact on the activities of Hoivatilat, which regularly works with local authorities and the public sector. To mitigate this risk, Aedifica has implemented the necessary business processes and developed a code of conduct and an anti-bribery and corruption policy to which both its team members and its business partners must adhere. However, the risk of Aedifica's integrity being compromised cannot be completely eliminated.

KLEIN VELDEKENS • GEEL, BE

LE JARDIN INTÉRIEUR • FRASNES-LES-AVAING, BE
As a result of international growth, the Group's activities are being monitored by an increasingly large group of institutional investors and financial institutions. For them, it is important that Aedifica has sound CSR scores in order to justify an investment in the Group or the granting of financing. Aedifica is therefore exposed to the risk of being insufficiently transparent regarding its objectives and performance in the area of corporate social responsibility, which could potentially cause the Group to lose investors or financing. A lack of ESG transparency could also lead to reputational damage. To mitigate these risks, Aedifica has developed an ambitious CSR action plan (see CSR Report, published and updated on an annual basis). In addition, the Group has entered into a dialogue with its tenants to raise their awareness of CSR measures and to support them in complying with these measures.
Climate change can result in warmer summers across the European continent, which may require modifications to buildings to keep indoor temperatures comfortable (such as air conditioning, additional insulation, etc.). This may lead to a complete rethink of the way buildings are designed, with more attention being paid to the (active and passive) cooling of buildings. In addition, climate change may lead to rising sea levels and extreme weather conditions that could damage buildings, such as the 2021 floods that partially impacted some of the Group's properties in Germany. To mitigate these risks, building cooling, environmental aspects and flood risks are taken into account to the maximum extent when developing projects and in the due diligence process of acquisitions.
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE

152 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021

ADDITIONAL INFORMATION
– 153

4.35 EPRA EARNINGS* /share 0 %
FOR 2019/2020 EPRA BPR Gold Award 1.5%
EPRA VACANCY RATE
WEIGHT IN THE EPRA EUROPE INDEX
1 – Aedifica – Annual Financial Report 2021

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 2021, Aedifica is included in the EPRA Europe index with a weight of approx. 1.5% and in the EPRA Belgium index with a weight of approx. 19.5%.
In September 2021, Aedifica received a 7th consecutive 'EPRA BPR Gold Award' for its Annual Financial Report (financial year 2019/2020), thus remaining in the leading group of European companies evaluated by EPRA.
| 31/12/2021 (12 months) |
31/12/2020 (18 months) |
|||
|---|---|---|---|---|
| EPRA Earnings* | Earnings from operational activities | x €1,000 | 151,479 | 162,718 |
| € / share | 4.35 | 6.14 | ||
| 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 | 3,208,203 | 2,450,824 |
| € / share | 88.36 | 74.01 | ||
| 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 | 2,761,180 | 2,083,669 |
| € / share | 76.05 | 62.92 | ||
| 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 | 2,626,745 | 1,944,086 |
| € / share | 72.35 | 58.70 | ||
| 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% | 5.2% |
| 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% | 5.3% |
| EPRA Vacancy Rate | Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio |
% | 0.5% | 0.2% |
| EPRA Cost Ratio (including direct vacancy costs)* |
Administrative & operating costs (including costs of direct vacancy) divided by gross rental income |
% | 16.7% | 18.5% |
| EPRA Cost Ratio (excluding direct vacancy costs)* |
Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income |
% | 16.7% | 18.5% |
| AEDIFICA ON | ||
|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA |
Aedifica – Annual Financial Report 2021 – 2
| EPRA Earnings* | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| x €1,000 | |||
| Earnings (owners of the parent) per IFRS income statement | 281,824 | 103,894 | 173,068 |
| Adjustments to calculate EPRA Earnings*, exclude: | |||
| (i) Changes in value of investment properties, development properties held for investment and other interests |
-160,211 | -11,496 | -31,476 |
| (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests |
-534 | 1,827 | 559 |
| (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties |
0 | 0 | 0 |
| (iv) Tax on profits or losses on disposals | 559 | 0 | 0 |
| (v) Negative goodwill / goodwill impairment | 3,540 | 0 | 0 |
| (vi) Changes in fair value of financial instruments and associated close-out costs | -14,813 | 5,587 | 2,169 |
| (vii) Acquisition costs on share deals and non-controlling joint venture interests (IFRS 3) | 0 | 6,427 | 6,427 |
| (viii) Deferred taxes in respect of EPRA adjustments | 46,452 | 11,041 | 14,811 |
| (ix) Adjustments (i) to (viii) above in respect of joint ventures | -6,011 | -1,180 | -3,007 |
| (x) Non-controlling interests in respect of the above | 673 | 68 | 167 |
| Roundings | 0 | 0 | 0 |
| EPRA Earnings* (owners of the parent) | 151,479 | 116,168 | 162,718 |
| Number of shares (Denominator IAS 33) | 34,789,526 | 27,472,976 | 26,512,206 |
| EPRA Earnings per Share (EPRA EPS - in €/share) | 4.35 | 4.23 | 6.14 |
| EPRA Earnings diluted per Share (EPRA diluted EPS - in €/share) | 4.35 | 4.22 | 6.13 |
3 – Aedifica – Annual Financial Report 2021
| Situation as per 31 December 2021 | EPRA Net | EPRA Net | EPRA Net |
|---|---|---|---|
| Reinstatement Value* |
Tangible Assets* |
Disposal Value* |
|
| x €1,000 | |||
| NAV per the financial statements (owners of the parent) | 2,781,171 | 2,781,171 | 2,781,171 |
| NAV per the financial statements (in €/share) (owners of the parent) | 76.60 | 76.60 | 76.60 |
| (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 | 2,778,936 | 2,778,936 | 2,778,936 |
| Include: | |||
| (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) | 0 | 0 | 0 |
| (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) |
0 | 0 | 0 |
| (ii.c) Revaluation of other non-current investments | 0 | 0 | 0 |
| (iii) Revaluation of tenant leases held as finance leases | 0 | 0 | 0 |
| (iv) Revaluation of trading properties | 0 | 0 | 0 |
| Diluted NAV at Fair Value | 2,778,936 | 2,778,936 | 2,778,936 |
| 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 | ||
| (ix) Revaluation of intangibles to fait value | 0 | ||
| (xi) Real estate transfer tax | 238,203 | 0 | |
| Include/exclude: | |||
| Adjustments (i) to (v) in respect of joint venture interests | 0 | 0 | 0 |
| Adjusted net asset value (owners of the parent) | 3,208,203 | 2,761,180 | 2,626,745 |
| 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) | 88.36 | 76.05 | 72.35 |
| 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% |
| AEDIFICA ON | ||
|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA |
Aedifica – Annual Financial Report 2021 – 4
| x €1,000 2,123,130 NAV per the financial statements (owners of the parent) 64.17 NAV per the financial statements (in €/share) (owners of the parent) (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) 845 Diluted NAV, after the exercise of options, convertibles and other equity interests 2,122,285 Include: (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) 0 (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option 0 is used) (ii.c) Revaluation of other non-current investments 0 (iii) Revaluation of tenant leases held as finance leases 0 (iv) Revaluation of trading properties 0 Diluted NAV at Fair Value 2,122,285 Exclude: (v) Deferred taxes in relation to fair value gains of IP 72,687 (vi) Fair value of financial instruments 52,212 (vii) Goodwill as a result of deferred taxes 45,161 (vii.a) Goodwill as per the IFRS balance sheet (vii.b) Intangibles as per the IFRS balance sheet Include: (ix) Fair value of fixed interest rate debt (ix) Revaluation of intangibles to fait value 0 (xi) Real estate transfer tax 158,479 Include/exclude: Adjustments (i) to (v) in respect of joint venture interests 0 Adjusted net asset value (owners of the parent) 2,450,824 Number of shares outstanding (excl. treasury shares) 33,116,464 Adjusted net asset value (in €/share) (owners of the parent) 74.01 |
EPRA Net Tangible Assets* |
EPRA Net Disposal Value* |
|---|---|---|
| 2,123,130 | 2,123,130 | |
| 64.17 | 64.17 | |
| 845 | 845 | |
| 2,122,285 | 2,122,285 | |
| 0 | 0 | |
| 0 | 0 | |
| 0 | 0 | |
| 0 | 0 | |
| 0 | 0 | |
| 2,122,285 | 2,122,285 | |
| 72,687 | ||
| 52,212 | ||
| 45,161 | 45,161 | |
| -206,887 | -206,887 | |
| -1,790 | ||
| -16,473 | ||
| 0 | ||
| 0 | 0 | |
| 2,083,669 | 1,944,086 | |
| 33,116,464 | 33,116,464 | |
| 62.92 | 58.70 |
| 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 | 2,594,842 | 69% | 100% |
5 – Aedifica – Annual Financial Report 2021
| EPRA Net Initial Yield (NIY) and EPRA Topped up NIY |
31/12/2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment |
Total | |
| x €1,000 | items | ||||||||||
| 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 |
- | - | - | - | - | - | - | - | - | - | 0 |
| 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° | -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 | 4,666 | - | - | - | 240,589 |
| Add: notional rent expiration of rent free periods or other lease incentives |
1,478 | 3,676 | 47 | 3,250 | 713 | 0 | 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% |
| EPRA Net Initial Yield (NIY) and EPRA Topped up NIY |
31/12/2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment |
Total | |
| x €1,000 Investment properties – wholly owned |
1,161,872 | 689,357 | 530,831 | 628,572 | 724,177 | 21,905 | - | - | - | items - |
3,756,714 |
| Investment properties – share of JVs/Funds |
0 | 0 | 0 | 0 | 0 | 0 | - | - | - | - | 0 |
| Trading properties (including share of JVs) |
165 | 0 | 0 | 5,963 | 0 | 0 | - | - | - | - | 6,128 |
| Less: developments | -10,618 | -55,137 | -15,063 | -1,233 | -56,907 | -2,362 | - | - | - | - | -141,320 |
| Completed property portfolio | 1,151,419 | 634,220 | 515,768 | 633,302 | 667,270 | 19,543 | - | - | - | - | 3,621,522 |
| Allowance for estimated purchasers' costs |
29,035 | 45,594 | 24,933 | 41,938 | 16,682 | 298 | - | - | - | - | 158,479 |
| Gross up completed property portfolio valuation |
1,180,454 | 679,814 | 540,701 | 675,240 | 683,952 | 19,841 | - | - | - | - | 3,780,001 |
| Annualised cash passing rental income |
61,492 | 33,902 | 29,309 | 41,560 | 36,806 | 1,135 | - | - | - | - | 204,205 |
| Property outgoings° | -53 | -2,367 | -1,006 | -4,311 | -263 | -100 | - | - | - | - | -8,100 |
| Annualised net rents | 61,440 | 31,535 | 28,303 | 37,249 | 36,542 | 1,035 | - | - | - | - | 196,105 |
| Add: notional rent expiration of rent free periods or other lease incentives |
70 | 2,007 | 622 | 1,298 | 612 | 0 | - | - | - | - | 4,610 |
| Topped-up net annualised rent |
61,509 | 33,542 | 28,925 | 38,548 | 37,155 | 1,035 | - | - | - | - | 200,715 |
| EPRA NIY (in %) | 5.2% | 4.6% | 5.2% | 5.5% | 5.3% | 5.2% | - | - | - | - | 5.2% |
| EPRA Topped-up NIY (in %) | 5.2% | 4.9% | 5.3% | 5.7% | 5.4% | 5.2% | - | - | - | - | 5.3% |
° 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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
Aedifica – Annual Financial Report 2021 – 6
| Investment properties – Rental data |
31/12/2021 | ||||||
|---|---|---|---|---|---|---|---|
| Gross rental income¹ |
Net rental income² |
Lettable space (in m²) |
Contractual rents³ |
Estimated rental value (ERV) on |
Estimated rental value |
EPRA Vacancy rate |
|
| x €1,000 | empty spaces | (ERV) | (in %) | ||||
| 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% |
| Non-allocated | - | - | - | - | - | - | 0.0% |
| Intersegment items | - | - | - | - | - | - | 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 |
| Investment properties – Rental data |
31/12/2020 (18 months) | ||||||
|---|---|---|---|---|---|---|---|
| Gross rental income¹ |
Net rental income² |
Lettable space (in m²) |
Contractual rents³ |
Estimated rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in %) |
|
| x €1,000 | |||||||
| Segment | |||||||
| Belgium | 86,182 | 86,125 | 495,424 | 61,562 | - | 60,490 | 0.0% |
| Germany | 49,168 | 46,672 | 433,680 | 35,909 | - | 35,468 | 0.0% |
| Netherlands | 35,082 | 34,130 | 359,812 | 29,932 | 41 | 29,683 | 0.1% |
| United Kingdom | 56,685 | 52,369 | 261,066 | 42,859 | - | 41,739 | 0.0% |
| Finland | 26,624 | 26,162 | 189,161 | 37,418 | 366 | 37,472 | 1.0% |
| Sweden | 272 | 77 | 4,731 | 1,135 | - | 1,135 | 0.0% |
| Ireland | - | - | - | - | - | - | 0.0% |
| Spain | - | - | - | - | - | - | 0.0% |
| Non-allocated | - | - | - | - | - | - | 0.0% |
| Intersegment items | - | - | - | - | - | - | 0.0% |
| Total marketable investment properties |
254,013 | 245,535 | 1,743,873 | 208,814 | 406 | 205,987 | 0.2% |
| Reconciliation to income statement |
|||||||
| Properties sold during the 2019/2020 financial year |
1,103 | 1,123 | |||||
| Properties held for sale | 1,045 | 1,045 |
Other Adjustments - - Total marketable investment properties 256,161 247,703
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.
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.
The current rent at the closing date plus future rent on leases signed as at 31 December 2020 or 31 December 2021.
| Investment properties - Like-for-like net rental income |
31/12/2021 | 31/12/2020 (12 months - restated period) |
|||||
|---|---|---|---|---|---|---|---|
| x €1,000 | Net rental income on a like-for-like basis ° |
Acquisitions | Disposals | Transfers due to completion |
Net rental income of the period °° |
Net rental income on a like-for-like basis ° |
Like-for like net rental income |
| Segment | |||||||
| Belgium | 58,137 | 2,649 | 0 | 1,159 | 61,945 | 56,691 | 2.55% |
| Germany | 33,823 | 5,869 | 717 | 3,290 | 43,699 | 32,209 | 5.01% |
| Netherlands | 23,292 | 2,781 | -79 | 2,115 | 28,109 | 22,931 | 1.57% |
| United Kingdom | 38,756 | 5,647 | 626 | 1,858 | 46,888 | 37,669 | 2.89% |
| Finland | 22,619 | 15,372 | 0 | 0 | 37,991 | 23,617 | -4.23% |
| Sweden | 18 | 1,800 | 0 | 0 | 1,818 | -45 | -139.62% |
| Ireland | -2,504 | 4,994 | 0 | 0 | 2,490 | 0 | - |
| Spain | 0 | 0 | 0 | 0 | 0 | - | - |
| Non-allocated | 0 | 0 | 0 | 0 | 0 | - | |
| Intersegment items | 0 | 0 | 0 | 0 | 0 | - | |
| Total marketable investment properties |
174,142 | 39,112 | 1,264 | 8,422 | 222,940 | 173,071 | 0.62% |
| Reconciliation to income statement |
|||||||
| Properties sold during the 2021 financial year |
0 | ||||||
| Properties held for sale | 0 | ||||||
| Other adjustments | 0 | ||||||
| Total marketable investment properties |
222,940 |
° Marketable investment properties owend throughout the 2 financial years.
°° 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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
Aedifica – Annual Financial Report 2021 – 8
| Investment properties - Valuation data | 31/12/2021 | |||
|---|---|---|---|---|
| Fair value | Changes in | EPRA NIY | Reversion | |
| x €1,000 | fair value | (in %) | rate (in %) | |
| Segment | ||||
| Belgium | 1,213,217 | 23,931 | 5.0 | -2% |
| Germany | 1,057,513 | 31,359 | 4.4 | -1% |
| Netherlands | 564,105 | 13,363 | 4.9 | -1% |
| United Kingdom | 821,666 | 25,960 | 5.3 | -4% |
| Finland | 859,850 | 54,636 | 5.0 | -5% |
| Sweden | 78,329 | 5,542 | 4.7 | 4% |
| Ireland | 91,841 | -1,272 | 4.6 | -3% |
| Spain | 0 | 0 | 0.0 | 0% |
| Total marketable investment properties including assets as held for sale* | 4,686,521 | 153,519 | 4.9 | -3% |
| Reconciliation to the consolidated IFRS balance sheet | ||||
| Development projects | 151,954 | 6,692 | ||
| Total investment properties including assets classified as held for sale, or real estate portfolio |
4,838,475 | 160,211 |
| Investment properties - Valuation data | 31/12/2020 | |||
|---|---|---|---|---|
| x €1,000 | Fair value | Changes in fair value |
EPRA NIY (in %) |
Reversion rate (in %) |
| Segment | ||||
| Belgium | 1,151,419 | 27,416 | 5.2 | -2% |
| Germany | 634,220 | 26,827 | 4.6 | -1% |
| Netherlands | 515,768 | 3,510 | 5.2 | -1% |
| United Kingdom | 633,302 | -5,339 | 5.5 | -3% |
| Finland | 667,270 | -10,375 | 5.3 | -1% |
| Sweden | 19,543 | -109 | 5.2 | 0% |
| Ireland | 0 | 0 | 0.0 | 0% |
| Spain | 0 | 0 | 0.0 | 0% |
| Total marketable investment properties including assets as held for sale* | 3,621,522 | 41,930 | 5.2 | -2% |
| Reconciliation to the consolidated IFRS balance sheet | ||||
| Development projects | 141,320 | -16,881 | ||
| Total investment properties including assets classified as held for sale, or real estate portfolio |
3,762,842 | 25,049 |
| Investment properties - Lease data | 31/12/2021 Current rent of leases expiring (x €1.000) |
||||||
|---|---|---|---|---|---|---|---|
| x €1,000 | |||||||
| Average remaining maturity° (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 | 22 | 0 | 0 | 32 | 63,843 | ||
| Germany | 23 | 456 | 0 | 0 | 54,758 | ||
| Netherlands | 18 | 0 | 0 | 82 | 31,173 | ||
| United Kingdom | 22 | 0 | 0 | 0 | 52,867 | ||
| Finland | 12 | 708 | 0 | 422 | 45,387 | ||
| Sweden | 13 | 0 | 129 | 0 | 3,763 | ||
| Ireland | 24 | 0 | 0 | 0 | 4,880 | ||
| Spain | 0 | 0 | 0 | 0 | 0 | ||
| Total marketable investment properties including assets as held for sale* |
20 | 1,164 | 129 | 536 | 256,671 |
° Termination at following possible break.
| 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 |
| Situation as per 31 December 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (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 | 128 | 624 | 3 | 756 | 2023 | ± 195.000 | 100% | 39.6 |
The breakdown for these projects is provided in section 2.2. of the property report.
Aedifica – Annual Financial Report 2021 – 10
| EPRA Cost ratios* (x €1,000) |
31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Administrative/operating expense line per IFRS statement | -38,791 | -35,981 | -47,883 |
| Rental-related charges | -686 | -2,752 | -3,344 |
| Recovery of property charges | 0 | 0 | 0 |
| Charges and taxes not recovered by the tenant on let properties according to the income statement |
116 | 0 | 0 |
| Other rental-related income and charges | -1,013 | -10 | 53 |
| Technical costs | -1,432 | -544 | -680 |
| Commercial costs | -61 | -329 | -358 |
| Charges and taxes on unlet properties | -2 | 0 | 0 |
| Property management costs | -5,433 | -4,396 | -6,246 |
| Other property charges | -667 | -876 | -1,227 |
| Overheads | -30,930 | -27,096 | -36,096 |
| Other operating income and charges | 1,317 | 22 | 15 |
| EPRA Costs (including direct vacancy costs)* (A) | -38,791 | -35,981 | -47,883 |
| Charges and taxes on unlet properties | 2 | 0 | 0 |
| EPRA Costs (excluding direct vacancy costs)* (B) | -38,789 | -35,981 | -47,883 |
| Gross Rental Income (C) | 232,118 | 187,535 | 259,505 |
| EPRA Cost Ratio (including direct vacancy costs)* (A/C) | 16.7% | 19.2% | 18.5% |
| EPRA Cost Ratio (excluding direct vacancy costs)* (B/C) | 16.7% | 19.2% | 18.5% |
| Overhead and operating expenses capitalised (including share of joint ventures) | 618 | 786 | 816 |
Aedifica capitalises some project management costs.
| Capital expenditure | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Property related capex | ||
| (1) Acquisitions | 625,372 | 1,152,561 |
| (2) Development | 273,370 | 251,050 |
| (3) Investment properties | 11,109 | 35,563 |
| Incremental lettable space | 7,703 | 20,203 |
| No incremental lettable space | 3,406 | 15,360 |
| Capex related incentives | 0 | 0 |
| Other | 0 | 0 |
| (4) Capitalised interests | 3,321 | 2,959 |
| Capital expenditure | 913,172 | 1,442,133 |
AEDIFICA
IN 2021 OUR STRATEGY
| 166 | 1. CONSOLIDATED FINANCIAL STATEMENTS |
|||||
|---|---|---|---|---|---|---|
| 166 | 1. CONSOLIDATED FINANCIAL STATEMENTS | |||||
| 166 | 1.1 CONSOLIDATED FINANCIAL STATEMENTS |
|||||
| 167 | 1.2 CONSOLIDATED STATEMENT OF COMPREHENSIVE FINANCIAL INCOME |
|||||
| 167 | 1.3 CONSOLIDATED BALANCE SHEET | |||||
| 169 | 1.4 CONSOLIDATED CASH FLOW STATEMENT |
|||||
| 170 | 1.5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
|||||
| 172 | 1.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
|||||
| 172 | Note 1 | General information | ||||
| 172 | Note 2 | Acccounting policies | ||||
| 178 | Note 3 | Operating segments | ||||
| 182 | Note 4 | Net rental income | ||||
| 183 | Note 5 | Property result | ||||
| 183 | Note 6 | Property operating result | ||||
| 184 | Note 7 | Overheads | ||||
| 185 | Note 8 | Other operating income and charges | ||||
| 185 | Note 9 | Gains and losses on disposals of investment properties |
||||
| 186 | Note 10 Gains and losses on disposals of other non-financial assets |
|||||
| 186 | Note 11 | Changes in fair value of investment | ||||
| properties | ||||||
| 186 | Note 12 | Other result on portfolio | ||||
| 186 | Note 13 | Financial income | ||||
| 187 | Note 14 | Net interest charges | ||||
| 187 | Note 15 | Other financial charges | ||||
| 188 | Note 16 | Changes in fair value of financial assets and liabilities |
||||
| 188 | Note 17 | Share in the profit or loss of associates and joint ventures |
||||
| 189 | Note 18 | Tax | ||||
| 190 | Note 19 | Earnings per share | ||||
| 191 | Note 20 Goodwill | |||||
| 192 | Note 21 | Intangible asstes | ||||
| 192 | Note 22 Investment properties | |||||
| 195 | Note 23 Other tangible assets | |||||
| 195 | Note 24 Non-current financial assets and other financial liabilities |
|||||
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
164 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
| 196 | Note 25 Deferred taxes | |
|---|---|---|
| 196 | Note 26 Trade receivables | |
| 197 | Note 27 Tax receivables and other current assets | |
| 197 | Note 28 Cash and cash equivalents | |
| 197 | Note 29 Deferred charges and accrued income | |
| 198 | Note 30 Equity | |
| 200 | Note 31 | Provision |
| 201 | Note 32 Borrowings | |
| 203 | Note 33 Hedging instruments | |
| 206 206 |
Note 34 Trade payables and other current debts Note 35 Accrued charges and deferred income |
|
| 206 | Note 36 Financial risk management | |
| 209 | Note 37 Contingencies and commitments | |
| 211 | Note 38 Acquisitions and disposals of investment | |
| properties | ||
| 213 | Note 39 Post-closing events | |
| 213 | Note 40 List of subsidiaries, associates and joint | |
| ventures | ||
| 219 | Note 41 | Belgian RECC status |
| 219 | Note 42 Fair value | |
| 220 | Note 43 Put options granted to non-controlling | |
| shareholders | ||
| 220 | Note 44 Alternative Performance Measures | |
| (APMs) | ||
| 223 | Note 45 Business combinations | |
| 224 | ABRIDGED STATUTORY FINANCIAL | |
| STATEMENTS 2021 | ||
| 225 | ABRIDGED STATUTORY INCOME STATEMENT |
BUSINESS REVIEW
CORPORATE GOVERNANCE

| (x €1,000) | Notes | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|
|---|---|---|---|---|---|
| I. | Rental income | 4 | 232,118 | 187,535 | 259,505 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | 0 | |
| III. | Rental-related charges | 4 | -686 | -2,752 | -3,344 |
| Net rental income | 231,432 | 184,783 | 256,161 | ||
| IV. | Recovery of property charges | 5 | 0 | 0 | 0 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties | 5 | 4,244 | 3,499 | 3,810 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
5 | 0 | 0 | 0 |
| VII. | Charges and taxes not recovered by the tenant on let properties according to the income statement |
5 | -4,128 | -3,499 | -3,810 |
| VIII. | Other rental-related income and charges | 5 | -1,013 | -10 | 53 |
| Property result | 230,535 | 184,773 | 256,214 | ||
| IX. | Technical costs | 6 | -1,432 | -544 | -680 |
| X. | Commercial costs | 6 | -61 | -329 | -358 |
| XI. | Charges and taxes on unlet properties | 6 | -2 | 0 | 0 |
| XII. | Property management costs | 6 | -5,433 | -4,396 | -6,246 |
| XIII. | Other property charges | 6 | -667 | -876 | -1,227 |
| Property charges | -7,595 | -6,145 | -8,511 | ||
| Property operating result | 222,940 | 178,628 | 247,703 | ||
| XIV. | Overheads | 7 | -30,930 | -27,096 | -36,096 |
| XV. | Other operating income and charges | 8 | 1,317 | 22 | 15 |
| Operating result before result on portfolio | 193,327 | 151,554 | 211,622 | ||
| XVI. | Gains and losses on disposals of investment properties | 9 | 534 | -1,827 | -559 |
| XVII. | Gains and losses on disposals of other non-financial assets | 10 | 0 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 11 | 160,211 | 5,070 | 25,049 |
| XIX. | Other result on portfolio | 12 | -3,540 | 0 | 0 |
| Operating result | 350,532 | 154,797 | 236,112 | ||
| XX. | Financial income | 13 | 843 | 488 | 478 |
| XXI. | Net interest charges | 14 | -27,548 | -25,135 | -33,688 |
| XXII. | Other financial charges | 15 | -5,457 | -3,676 | -5,545 |
| XXIII. | Changes in fair value of financial assets and liabilities | 16 | 14,813 | -5,587 | -2,169 |
| Net finance costs | -17,349 | -33,910 | -40,924 | ||
| XXIV. | Share in the profit or loss of associates and joint ventures accounted for using the equity method |
17 | 6,371 | 1,978 | 4,575 |
| Profit before tax (loss) | 339,554 | 122,865 | 199,763 | ||
| XXV. | Corporate tax | 18 | -56,473 | -18,856 | -26,401 |
| XXVI. | Exit tax | 18 | -256 | 112 | 60 |
| Tax expense | -56,729 | -18,744 | -26,341 | ||
| Profit (loss) | 282,825 | 104,121 | 173,422 | ||
| Attributable to: | |||||
| Non-controlling interests | 1,001 | 227 | 354 | ||
| Owners of the parent | 281,824 | 103,894 | 173,068 | ||
| Basic earnings per share (€) | 19 | 8.10 | 3.78 | 6.53 | |
| Diluted earnings per share (€) | 19 | 8.10 | 3.78 | 6.52 |
In order to allow comparison with the previous period (due to the extension of the 2019/2020 financial year), the figures as of 31 December 2020 were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). The periods 12/2021 (12 months) and 12/2020 (18 months) were audited. For the restated period, the auditors conducted a number of review procedures and no issues were identified.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 2 |
| (x €1,000) | 31/12/2021 | 31/12/2020 | |
|---|---|---|---|
| I. | Profit (loss) | 282,825 | 173,422 |
| 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 |
4,273 | -3,419 | |
| D. Currency translation differences linked to conversion of foreign activities |
39,626 | -6,092 | |
| H. Other comprehensive income, net of taxes |
3,306 | 5,149 | |
| Comprehensive income | 169,061 | ||
| Attributable to: | |||
| Non-controlling interests | 1,001 | 354 | |
| Owners of the parent | 329,028 | 168,707 |
1 – Aedifica – Annual Financial Report 2021
1.1 Consolidated Income Statement
at end of lease
equity method
and no issues were identified.
Attributable to:
income statement
VI. Costs payable by the tenant and borne by the landlord on rental damage and repair
VII. Charges and taxes not recovered by the tenant on let properties according to the
XXIV. Share in the profit or loss of associates and joint ventures accounted for using the
Financial Statements
(x €1,000) Notes 31/12/2021 31/12/2020
I. Rental income 4 232,118 187,535 259,505 II. Writeback of lease payments sold and discounted 0 0 0 III. Rental-related charges 4 -686 -2,752 -3,344 Net rental income 231,432 184,783 256,161 IV. Recovery of property charges 5 0 0 0 V. Recovery of rental charges and taxes normally paid by tenants on let properties 5 4,244 3,499 3,810
VIII. Other rental-related income and charges 5 -1,013 -10 53 Property result 230,535 184,773 256,214 IX. Technical costs 6 -1,432 -544 -680 X. Commercial costs 6 -61 -329 -358 XI. Charges and taxes on unlet properties 6 -2 0 0 XII. Property management costs 6 -5,433 -4,396 -6,246 XIII. Other property charges 6 -667 -876 -1,227 Property charges -7,595 -6,145 -8,511 Property operating result 222,940 178,628 247,703 XIV. Overheads 7 -30,930 -27,096 -36,096 XV. Other operating income and charges 8 1,317 22 15 Operating result before result on portfolio 193,327 151,554 211,622 XVI. Gains and losses on disposals of investment properties 9 534 -1,827 -559 XVII. Gains and losses on disposals of other non-financial assets 10 0 0 0 XVIII. Changes in fair value of investment properties 11 160,211 5,070 25,049 XIX. Other result on portfolio 12 -3,540 0 0 Operating result 350,532 154,797 236,112 XX. Financial income 13 843 488 478 XXI. Net interest charges 14 -27,548 -25,135 -33,688 XXII. Other financial charges 15 -5,457 -3,676 -5,545 XXIII. Changes in fair value of financial assets and liabilities 16 14,813 -5,587 -2,169 Net finance costs -17,349 -33,910 -40,924
Profit before tax (loss) 339,554 122,865 199,763 XXV. Corporate tax 18 -56,473 -18,856 -26,401 XXVI. Exit tax 18 -256 112 60 Tax expense -56,729 -18,744 -26,341 Profit (loss) 282,825 104,121 173,422
Basic earnings per share (€) 19 8.10 3.78 6.53 Diluted earnings per share (€) 19 8.10 3.78 6.52
In order to allow comparison with the previous period (due to the extension of the 2019/2020 financial year), the figures as of 31 December 2020 were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). The periods 12/2021 (12 months) and 12/2020 (18 months) were audited. For the restated period, the auditors conducted a number of review procedures
Non-controlling interests 1,001 227 354 Owners of the parent 281,824 103,894 173,068
(12 months restated period)
5 0 0 0
5 -4,128 -3,499 -3,810
17 6,371 1,978 4,575
31/12/2020 (18 months)
| ASSETS | Notes | 31/12/2021 | 31/12/2020 | |
|---|---|---|---|---|
| (x €1,000) | ||||
| I. | Non-current assets | |||
| A. | Goodwill | 20 | 161,726 | 161,726 |
| B. | Intangible assets | 21 | 1,934 | 1,790 |
| C. | Investment properties | 22 | 4,861,062 | 3,808,539 |
| D. | Other tangible assets | 23 | 2,369 | 2,813 |
| E. | Non-current financial assets | 24 & 33 | 7,479 | 1,162 |
| F. | Finance lease receivables | 0 | 0 | |
| G. | Trade receivables and other non-current assets | 0 | 0 | |
| H. | Deferred tax assets | 25 | 3,116 | 2,902 |
| I. | Equity-accounted investments | 17 | 40,522 | 36,998 |
| Total non-current assets | 5,078,208 | 4,015,930 | ||
| II. | Current assets | |||
| A. | Assets classified as held for sale | 22 | 35,360 | 6,128 |
| B. | Current financial assets | 0 | 0 | |
| C. | Finance lease receivables | 0 | 0 | |
| D. | Trade receivables | 26 | 20,434 | 12,698 |
| E. | Tax receivables and other current assets | 27 | 7,368 | 5,177 |
| F. | Cash and cash equivalents | 28 | 15,335 | 23,546 |
| G. | Deferred charges and accrued income | 29 | 5,162 | 3,696 |
| Total current assets | 51,245 | |||
| TOTAL ASSETS | 5,161,867 | 4,067,175 |
| FUTUREPROOF |
|---|
| AEDIFICA |
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
| EQUITY AND LIABILITIES | Notes | 31/12/2021 | 31/12/2020 | |
|---|---|---|---|---|
| (x €1,000) | ||||
| EQUITY | 30 | |||
| I. | Issued capital and reserves attributable to owners of the parent | |||
| A. | Capital | 917,101 | 836,401 | |
| B. | Share premium account | 1,301,002 | 1,054,109 | |
| C. | Reserves | 281,244 | 106,733 | |
| a. Legal reserve | 0 | 0 | ||
| b. Reserve for the balance of changes in fair value of investment properties | 349,234 | 288,647 | ||
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-125,020 | -85,908 | ||
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-12,784 | -23,233 | ||
| 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 | -25,901 | ||
| f. Reserve of exchange differences relating to foreign currency monetary items | 72 | 0 | ||
| g. Foreign currency translation reserves | 24,869 | -14,757 | ||
| h. Reserve for treasury shares | 0 | 0 | ||
| k. Reserve for deferred taxes on investment properties located abroad | -24,696 | -9,463 | ||
| m. Other reserves | 3,015 | -1,806 | ||
| n. Result brought forward from previous years | 87,532 | -25,241 | ||
| o. Reserve- share NI & OCI of equity method invest | 5,894 | 4,395 | ||
| D. | Profit (loss) of the year | 281,824 | 173,068 | |
| Equity attributable to owners of the parent | 2,781,171 | 2,170,311 | ||
| II. | Non-controlling interests | 4,226 | 2,625 | |
| TOTAL EQUITY | 2,785,397 | 2,172,936 | ||
| LIABILITIES | ||||
| I. | Non-current liabilities | |||
| A. | Provisions | 31 | 0 | 0 |
| B. | Non-current financial debts | 32 | 1,756,679 | 1,062,297 |
| a. Borrowings | 959,522 | 985,412 | ||
| c. Other | 797,157 | 76,885 | ||
| C. | Other non-current financial liabilities | 24 | 96,154 | 108,060 |
| a. Authorised hedges | 33 | 33,326 | 51,220 | |
| b. Other | 62,828 | 56,840 | ||
| D. | Trade debts and other non-current debts | 500 | 0 | |
| E. | Other non-current liabilities | 0 | 0 | |
| F. | Deferred tax liabilities | 25 | 121,283 | 74,609 |
| Non-current liabilities | 1,974,616 | 1,244,966 | ||
| II. | Current liabilities | |||
| A. | Provisions | 31 | 0 | 0 |
| B. | Current financial debts | 32 | 324,398 | 604,402 |
| a. Borrowings | 48,398 | 313,902 | ||
| c. Other | 276,000 | 290,500 | ||
| C. | Other current financial liabilities | 24 | 2,616 | 2,077 |
| D. | Trade debts and other current debts | 34 | 50,109 | 32,067 |
| a. Exit tax | 298 | 2,295 | ||
| b. Other | 49,811 | 29,772 | ||
| E. | Other current liabilities | 0 | 0 | |
| F. | Accrued charges and deferred income | 35 | 24,731 | 10,727 |
| Total current liabilities 401,854 |
649,273 | |||
| TOTAL LIABILITIES | 2,376,470 | 1,894,239 | ||
| TOTAL EQUITY AND LIABILITIES | 5,161,867 | 4,067,175 |
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 4 |
3 – Aedifica – Annual Financial Report 2021
(x €1,000)
properties
LIABILITIES
I. Non-current liabilities
II. Current liabilities
EQUITY AND LIABILITIES Notes 31/12/2021 31/12/2020
A. Capital 917,101 836,401 B. Share premium account 1,301,002 1,054,109 C. Reserves 281,244 106,733 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 349,234 288,647
f. Reserve of exchange differences relating to foreign currency monetary items 72 0 g. Foreign currency translation reserves 24,869 -14,757 h. Reserve for treasury shares 0 0 k. Reserve for deferred taxes on investment properties located abroad -24,696 -9,463 m. Other reserves 3,015 -1,806 n. Result brought forward from previous years 87,532 -25,241 o. Reserve- share NI & OCI of equity method invest 5,894 4,395 D. Profit (loss) of the year 281,824 173,068 Equity attributable to owners of the parent 2,781,171 2,170,311 II. Non-controlling interests 4,226 2,625 TOTAL EQUITY 2,785,397 2,172,936
A. Provisions 31 0 0 B. Non-current financial debts 32 1,756,679 1,062,297 a. Borrowings 959,522 985,412 c. Other 797,157 76,885 C. Other non-current financial liabilities 24 96,154 108,060 a. Authorised hedges 33 33,326 51,220 b. Other 62,828 56,840 D. Trade debts and other non-current debts 500 0 E. Other non-current liabilities 0 0 F. Deferred tax liabilities 25 121,283 74,609 Non-current liabilities 1,974,616 1,244,966
A. Provisions 31 0 0 B. Current financial debts 32 324,398 604,402 a. Borrowings 48,398 313,902 c. Other 276,000 290,500 C. Other current financial liabilities 24 2,616 2,077 D. Trade debts and other current debts 34 50,109 32,067 a. Exit tax 298 2,295 b. Other 49,811 29,772 E. Other current liabilities 0 0 F. Accrued charges and deferred income 35 24,731 10,727 Total current liabilities 401,854 649,273
TOTAL LIABILITIES 2,376,470 1,894,239
TOTAL EQUITY AND LIABILITIES 5,161,867 4,067,175
-125,020 -85,908
-12,784 -23,233
-26,872 -25,901
EQUITY 30
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment
e. Reserve for the balance of changes in fair value of authorised hedging instruments not
d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying
I. Issued capital and reserves attributable to owners of the parent
for hedge accounting as defined under IFRS
qualifying for hedge accounting as defined under IFRS
| (x €1,000) | Notes | 31/12/2021 | 31/12/2020 (18 months) |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES Profit (loss) |
19 | 281,824 | 173,068 |
| Non-controlling interests | 1,001 | 354 | |
| Tax expense | 18 | 56,729 | 26,342 |
| Amortisation and depreciation | 5 & 7 | 1,660 | 2,035 |
| Write-downs | 4 | 685 | 3,353 |
| Change in fair value of investment properties (+/-) | 11 | -160,211 | -25,049 |
| Gains and losses on disposals of investment properties | 9 | -534 | 559 |
| Net finance costs | 13 & 14 & 15 | 32,162 | 38,755 |
| Changes in fair value of the derivatives | 16 | -14,813 | 2,169 |
| Goodwill impairment | 12 | 3,540 | 0 |
| Change in fair value of investments in entities consolidated through equity method | 17 | -3,525 | -3,067 |
| Changes in trade receivables (+/-) | -8,419 | -4,360 | |
| Changes in tax receivables and other current assets (+/-) | -2,132 | -966 | |
| Changes in deferred charges and accrued income (+/-) | -3,195 | -748 | |
| Changes in trade payables and other current debts (excl. exit tax) (+/-) | 20,570 | -625 | |
| Changes in accrued charges and deferred income (+/-) | 15,381 | -459 | |
| Changes in net assets resulting from foreign exchange differences linked to the conversion of | -6,891 | -17,523 | |
| foreign operations (+/-) | |||
| Cash generated from operations | 213,832 | 193,838 | |
| Taxes paid | -15,560 | -12,736 | |
| Net cash from operating activities | 198,272 | 181,102 | |
| CASH FLOW RESULTING FROM INVESTING ACTIVITIES | |||
| Goodwill | 20 | -3,540 | -161,726 |
| Purchase of intangible assets | -144 | -1,274 | |
| Purchase of real estate companies and marketable investment properties | -557,448 | -707,576 | |
| Purchase of tangible assets | -579 | -1,559 | |
| Purchase of development projects | -312,708 | -360,691 | |
| Disposals of investment properties | 53,668 | 23,348 | |
| Net changes in non-current receivables | -176 | -606 | |
| Net investments in other assets | 0 | 0 | |
| Net cash from investing activities | -820,927 | -1,210,084 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Capital increase, net of costs° | 281,156 | 654,125 | |
| Disposals of treasury shares | 0 | 0 | |
| Dividend for previous fiscal year and interim dividend | -47,748 | -130,158 | |
| Net changes in borrowings | 417,860 | 540,776 | |
| Net changes in other non-current financial liabilities | 782 | 12,163 | |
| Net financial items received (+) / paid (-) | -37,606 | -39,783 | |
| Repayment of financial debts of acquired or merged companies°° | 0 | 0 | |
| Repayment of working capital of acquired or merged companies°° | 0 | 0 | |
| Net cash from financing activities | 614,444 | 1,037,123 | |
| TOTAL CASH FLOW FOR THE PERIOD | |||
| Total cash flow for the period | -8,211 | 8,141 | |
| RECONCILIATION WITH BALANCE SHEET | |||
| Cash and cash equivalents at beginning of period | 23,546 | 15,405 | |
| Total cash flow for the period | -8,211 | 8,141 | |
| Cash and cash equivalents at end of period | 28 | 15,335 | 23,546 |
° Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.
°° On 31 December 2020, repayments of financial debts and of working capital of acquired or merged companies are included in the cash flow resulting from investing activities under the line "Purchase of real estate companies and marketable investment properties".
| (x €1,000) | 1/07/2019 | Capital increase in cash |
Capital increase in kind |
Interim dividend |
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 |
31/12/2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 624,713 | 198,311 | 13,377 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 836,401 |
| Share premium account |
565,068 | 455,814 | 33,227 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,054,109 |
| Reserves | 116,271 | 0 | 0 | -75,309 | 0 | -4,360 | 69,273 | 0 | 0 | 857 | 106,732 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
171,274 | 0 | 0 | 0 | 0 | 0 | 115,578 | 1,796 | 0 | -1 | 288,647 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-40,977 | 0 | 0 | 0 | 0 | 0 | -44,941 | 10 | 0 | 0 | -85,908 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-24,960 | 0 | 0 | 0 | 0 | 1,731 | -4 | 0 | 0 | 0 | -23,233 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-18,991 | 0 | 0 | 0 | 0 | 0 | -6,910 | 0 | 0 | 0 | -25,901 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-4,573 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,573 | 0 | 0 |
| g. Foreign currency translation reserves |
-4,093 | 0 | 0 | 0 | 0 | -6,092 | 0 | 0 | -4,573 | 0 | -14,757 |
| h. Reserve for treasury shares |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad |
-3,824 | 0 | 0 | 0 | 0 | 0 | -5,638 | 0 | 0 | -1 | -9,463 |
| m. Other reserves | 796 | 0 | 0 | 0 | 0 | 0 | -796 | -1,805 | 0 | -1 | -1,806 |
| n. Result brought forward from previous years |
41,619 | 0 | 0 | -75,309 | 0 | 0 | 11,984 | 0 | -4,395 | 860 | -25,240 |
| o. Reserve- share NI & OCI of equity method invest |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,395 | 0 | 4,395 |
| Profit (loss) | 123,497 | 0 | 0 | 0 | 0 | 173,068 | -123,497 | 0 | 0 | 0 | 173,068 |
| Equity attributable to owners of the parent |
1,429,549 | 654,125 | 46,603 | -75,309 | 0 | 168,707 | -54,223 | 0 | 0 | 858 | 2,170,311 |
| Non-controlling interests |
103 | 0 | 0 | 0 | 0 | 354 | 0 | 0 | 0 | 2,168 | 2,625 |
| TOTAL EQUITY | 1,429,652 | 654,125 | 46,603 | -75,309 | 0 | 169,061 | -54,223 | 0 | 0 | 3,027 | 2,172,936 |
| AEDIFICA ON | ||
|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA |
(x €1,000) 1/07/2019 Capital
Share premium account
b. Reserve for the balance of changes in fair value of investment properties
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties
d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS
e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS
f. Reserve of exchange differences relating to foreign currency monetary items
g. Foreign currency
h. Reserve for treasury
k. Reserve for deferred taxes on investment properties located abroad
n. Result brought forward from previous years
Equity attributable to owners of the parent
Non-controlling interests
o. Reserve- share NI & OCI of equity method invest
1.5 Consolidated Statement of Changes in Equity
Capital increase in kind
Interim dividend
Acquisitions / disposals of treasury shares
Capital 624,713 198,311 13,377 0 0 0 0 0 0 1 836,401
Reserves 116,271 0 0 -75,309 0 -4,360 69,273 0 0 857 106,732 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0
translation reserves -4,093 0 0 0 0 -6,092 0 0 -4,573 0 -14,757
shares 0 0 0 0 0 0 0 0 0 0 0
m. Other reserves 796 0 0 0 0 0 -796 -1,805 0 -1 -1,806
Profit (loss) 123,497 0 0 0 0 173,068 -123,497 0 0 0 173,068
TOTAL EQUITY 1,429,652 654,125 46,603 -75,309 0 169,061 -54,223 0 0 3,027 2,172,936
Consolidated comprehensive income
565,068 455,814 33,227 0 0 0 0 0 0 0 1,054,109
171,274 0 0 0 0 0 115,578 1,796 0 -1 288,647
-40,977 0 0 0 0 0 -44,941 10 0 0 -85,908
-24,960 0 0 0 0 1,731 -4 0 0 0 -23,233
-18,991 0 0 0 0 0 -6,910 0 0 0 -25,901
-4,573 0 0 0 0 0 0 0 4,573 0 0
-3,824 0 0 0 0 0 -5,638 0 0 -1 -9,463
41,619 0 0 -75,309 0 0 11,984 0 -4,395 860 -25,240
1,429,549 654,125 46,603 -75,309 0 168,707 -54,223 0 0 858 2,170,311
103 0 0 0 0 354 0 0 0 2,168 2,625
0 0 0 0 0 0 0 0 4,395 0 4,395
Appropriation of the previous year's result
Other transfer relating to asset disposals
Transfers between reserves
Other and roundings
31/12/2020
increase in cash
Aedifica – Annual Financial Report 2021 – 6
| (x €1,000) | 1/01/2021 | Capital increase in cash |
Capital increase in kind |
Interim dividend |
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 | 0 | -1 | 917,101 |
| Share premium account |
1,054,109 | 211,714 | 35,179 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,301,002 |
| Reserves | 106,732 | 0 | 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 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
288,647 | 0 | 0 | 0 | 0 | 0 | 34,048 | -3,886 | 30,424 | 0 | 349,234 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-85,908 | 0 | 0 | 0 | 0 | 0 | -39,982 | 871 | 0 | -1 | -125,020 |
| 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 | 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 | 0 | -970 | 0 | 0 | -1 | -26,872 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
0 | 0 | 0 | 0 | 0 | 0 | 72 | 0 | 0 | 0 | 72 |
| g. Foreign currency translation reserves |
-14,757 | 0 | 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 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad |
-9,463 | 0 | 0 | 0 | 0 | 0 | -15,233 | 0 | 0 | 0 | -24,696 |
| m. Other reserves | -1,806 | 0 | 0 | 0 | 0 | 0 | 1,805 | 3,015 | 0 | 1 | 3,015 |
| n. Result brought forward from previous years |
-25,240 | 0 | 0 | 0 | 0 | -2,874 | 144,651 | 0 | -30,424 | 1,421 | 87,533 |
| o. Reserve- share NI & OCI of equity method invest |
4,395 | 0 | 0 | 0 | 0 | 0 | 1,499 | 0 | 0 | 0 | 5,894 |
| Profit (loss) | 173,068 | 0 | 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 | 0 | 329,028 | -47,181 | 0 | 0 | 1,420 | 2,781,171 |
| Non-controlling interests |
2,625 | 0 | 0 | 0 | 0 | 1,001 | 0 | 0 | 0 | 600 | 4,226 |
| TOTAL EQUITY | 2,172,936 | 281,317 | 46,277 | 0 | 0 | 330,029 | -47,181 | 0 | 0 | 2,020 | 2,785,397 |
7 – Aedifica – Annual Financial Report 2021
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 22 February 2022. Aedifica's shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on 10 May 2022.
The Consolidated Financial Statements cover the 12-month period from 1 January 2021 to 31 December 2021. They have been prepared in accordance with the International Financial Reporting Standards ('IFRS') 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 2020. 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 impairment tests involving goodwill). 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 2021, but had no significant impact on the current Consolidated Financial Statements:
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 2022. These amendments, which the Group did not apply early, are as follows (situation as at 3 March 2022):
Note 1: General information
The address of its office is the following:
Note 2: Accounting policies
Note 2.1: Basis of preparation
10 May 2022.
Rue Belliard 40, B-1040 Brussels (telephone: +32 (0)2 626 07 70).
Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019).
Statements are prepared in euros, and presented in thousands of euros.
the assumptions and estimates are regularly revisited and modified as necessary.
amendments to IFRS 7 and 9 and IAS 39 'Interest Rate Benchmark Reform';
'Amendments to References to the Conceptual Framework in IFRS Standards' published in March 2018;
not to start the approval process of this provisional standard, pending the publication of a final standard);
new amendment to IFRS 16 'Leases: COVID-19-related rent concessions' (applicable as from 1 January 2022);
amendments to IFRS 4, 7, 9 and 16 and IAS 39 'Interest Rate Benchmark Reform – Phase 2';
amendment to IFRS 16 'Leases: COVID-19-related rent concessions' published in May 2020.
new standard for IFRS 17 'Insurance Contracts' (applicable as from 1 January 2023); - '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,);
impact on the current Consolidated Financial Statements:
amendment to IFRS 3 'Business Combinations';
amendments to IAS 1 and IAS 8 'Definition of 'Material';
amendment to IFRS 4 'Insurance contracts: deferral of IFRS 9';
subsidiaries of the Aedifica group are listed in Note 40.
1.6 Notes to the Consolidated Financial Statements
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 Aedifica group (referred to in the financial statements as 'the Group') is composed of the parent-company and its subsidiaries. The
Publication of the Consolidated Financial Statements was approved by the Board of Directors on 22 February 2022. Aedifica's shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on
The Consolidated Financial Statements cover the 12-month period from 1 January 2021 to 31 December 2021. They have been prepared in accordance with the International Financial Reporting Standards ('IFRS') 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 2020. 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
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
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 impairment tests involving goodwill). 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 new and amended standards and interpretations listed below are compulsory for the Group since 1 January 2021, but had no significant
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 2022. These amendments, which the Group did not apply early, are as follows (situation as at 3 March 2022): - new standard for IFRS 14 'Regulatory Deferral Accounts' (for which no application date can be determined because the EU has decided
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.
Aedifica – Annual Financial Report 2021 – 8
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.
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.
All entities for which Aedifica (directly or indirectly) does not hold more than half of the voting rights or does not have the power to control operations, but over which Aedifica has joint control or significant influence, are considered associates or joint-ventures and are consolidated using the equity method. The participation is initially recognised at cost and is subsequently adjusted to take account of changes after the acquisition of the investor's share of the net assets of the concerned entity.
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 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 intragroup 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.
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 2021 are:
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
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.
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).
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.
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:
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.
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'.
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.
| AEDIFICA ON | ||
|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA |
Aedifica – Annual Financial Report 2021 – 10
9 – Aedifica – Annual Financial Report 2021
accumulated impairment losses.
14.29% (7 years) and 33% (3 years).
I.B. Intangible Assets
I.C. Investment Properties
1. Initial recognition 1.1. Acquisition value
1.2. Fair value
their fair value.
statement.
BE-REIT Association);
value of investment properties'.
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
Intangible assets are capitalised as assets at their acquisition cost and are amortised using the straight-line method at annual rates between
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
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
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
2) where the expert considers that the building cannot be divided and sold in separate units, the fair value is the investment value /
The average transaction cost defined by the BE-REIT Association is revised annually and adjusted as necessary in increments of 0.5%.
Transfer taxes on acquisitions and any change in the fair value of properties during the financial year are directly recognised in the income
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
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
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
b) upgrades: these consist of occasional works that add new functionality, increase capacity, or significantly enhance or upgrade the building,
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
relating to the merger are also considered part of the acquisition cost and capitalised in the asset accounts on the balance sheet.
The fair value of investment properties located in Belgium is calculated as follows:
(1 + % transfer tax levied in the region where the building is located).
investment value / (1+ the average transaction cost defined by the BE-REIT Association);
The fair value of investment properties located abroad take into account locally applicable legal costs.
Experts attest to the percentage deducted and retained in regular reports to shareholders; it currently amounts to 2.5%.
renovation projects, the buildings are considered as new and are presented as such in the real estate portfolio.
fees or costs. Any excess of these costs over fair value is recognised as an expense in the income statement.
making it possible to raise rents, and thus increase the building's estimated rental income.
Borrowing costs are capitalised for all qualifying projects with a duration of more than one year.
1.3. Treatment of differences at the time of acquisition
2. Accounting for works projects (subsequent expenditures)
of works projects are capitalised as assets on the Company's balance sheet:
I.A. Goodwill
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.
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.
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.
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.
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'.
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.
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.
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.
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%;
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.
AEDIFICA
IN 2021 OUR STRATEGY
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.
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 equity (under 'I.C.i. Reserve for the balance of changes in fair value of financial assets available for sale'). Receivables are valued at amortised cost.
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 loss (temporary difference between the fair value and the assessed value used for tax purposes of the building in question).
Participations in associates and joint-ventures are the Group's participating interests in companies over which the Group has no or only joint control. These shares in associates and joint-ventures are recognised at fair value in the income statement and are consolidated using the equity method. They only relate to Immobe NV/SA.
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.
Receivables are measured at amortised cost. Impairment losses are recognised using the simplified expected credit loss (ECL) method in accordance with IFRS 9.
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.
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.
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'.
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).
Aedifica – Annual Financial Report 2021 – 12
11 – Aedifica – Annual Financial Report 2021
defined under IFRS'). The ineffective portion is recognised in the income statement.
changes in fair value are recognised in the income statement as they occur.
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
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
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 equity (under 'I.C.i. Reserve for the balance of changes in fair value of financial assets available for sale'). Receivables are
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 loss (temporary difference between the fair value and the assessed value used for tax purposes of
Participations in associates and joint-ventures are the Group's participating interests in companies over which the Group has no or only joint control. These shares in associates and joint-ventures are recognised at fair value in the income statement and are consolidated using the equity
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
Receivables are measured at amortised cost. Impairment losses are recognised using the simplified expected credit loss (ECL) method in
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
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
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
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
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
I.E. Non-current financial assets
2. Other financial and non-current assets
I.I. Participations in associates and joint-ventures
method. They only relate to Immobe NV/SA.
II.G. Deferred charges and accrued income
I.C.b. Other non-current financial liabilities – Other
'I.C.b. Other non-current financial liabilities – Other'.
year, are recognised in income for the amount earned in the current year.
expected cash flows using a market interest rate. They are reflected as a liability on the balance sheet.
1. Hedging instruments
valued at amortised cost.
I.H. Deferred tax assets
the building in question).
II.A. Assets held for sale
accordance with IFRS 5.
accordance with IFRS 9.
I.A. et II.A. Provisions
interest rate method'.
I.F. Deferred tax liabilities
of the building in question).
II.C/D/E. Receivables
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.
Damages and interests paid by a lessee for breach of contract are recognised in the income statement at the time of receipt.
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 Aedifica's leases are classified as operating leases for which Aedifica is the lessor. Lease income is recognised on a straight-line basis over the lease term, in accordance with IAS 17.
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:
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.
In the event of a disposal, transfer taxes do not need to be deducted from the difference between the received amount and the carrying value of the sold properties in order to calculate the capital gain or loss effectively realised, as they have already been recognised in the income statement at the moment of acquisition.
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 recorded, taking into account the anticipated date of the merger or approval. Any adjustment to this exit tax liability is recognised in the income statement.
When the merger or approval takes place, the provision becomes a liability and any difference is also recognised in the income statement.
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.
Aedifica's insurance contracts in Belgium are considered as defined contribution plans. These contracts are analysed in Note 31.
AEDIFICA
13 – Aedifica – Annual Financial Report 2021
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:
Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement.
Following the recommendations from IFRS 2 the amounts related to the equity incentive plan are recognised in equity in the consolidated accounts.
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:
Rents mentioned here represent the turnover realised by the Company over the course of the financial year, which differ from the contractual rents (representing the agreements in place at the time of the year-end closure) on which the analyses included in the Property Report of this Annual Financial Report are based.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 14 |
13 – Aedifica – Annual Financial Report 2021
award is expressed as Aedifica shares or equivalent.
Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement.
and internal reporting on the basis of which management makes key operational decisions, as defined by IFRS 8.
which rents represent 12% of the Company's total 2021 rental income (15% in the prior financial year).
The accounting policies described in Note 2 were used for the internal reporting and the segment reporting that follows.
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
The Board of Directors will decide separately for each participant the amount of their maximum award for each earning period. The maximum
Following the recommendations from IFRS 2 the amounts related to the equity incentive plan are recognised in equity in the consolidated
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
Each group of entities that fall under common control is considered as a single customer under IFRS 8. Revenues generated through transactions
Rents mentioned here represent the turnover realised by the Company over the course of the financial year, which differ from the contractual rents (representing the agreements in place at the time of the year-end closure) on which the analyses included in the Property Report of this
with a single customer representing more than 10% of the Company's total revenues must be disclosed. This requirement applies to:
Hoivatilat's 'equity incentive plan'
Note 3: Operating segments
Note 3.1: Presented segments
Annual Financial Report are based.
The plan foresees 2 parts:
period.
accounts.
| 31/12/2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment |
TOTAL | ||
| SEGMENT RESULT | items | |||||||||||
| I. | Rental income | 62,548 | 44,971 | 30,429 | 49,911 | 39,797 | 1,958 | 2,504 | 0 | - | - | 232,118 |
| II. | Writeback of lease payments sold and |
- | - | - | - | - | - | - | - | - | - | - |
| III. | discounted Rental-related |
- | -2 | -695 | -75 | 86 | - | - | - | - | - | -686 |
| charges | ||||||||||||
| IV. | Net rental income Recovery of property |
62,548 - |
44,969 - |
29,734 - |
49,836 - |
39,883 - |
1,958 - |
2,504 - |
0 - |
- - |
- - |
231,432 - |
| charges | ||||||||||||
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
118 | 1,842 | 687 | 354 | 1,118 | - | 125 | 0 | - | - | 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 according to the income statement |
-93 | -1,794 | -644 | -354 | -1,118 | - | -125 | 0 | - | - | -4,128 |
| VIII. | Other rental-related | -11 | -151 | -635 | 101 | -270 | -47 | - | - | - | - | -1,013 |
| income and charges Property result |
62,562 | 44,866 | 29,142 | 49,937 | 39,613 | 1,911 | 2,504 | 0 | - | - | 230,535 | |
| IX. | Technical costs | -97 | -148 | -242 | -5 | -833 | -93 | -14 | - | - | - | -1,432 |
| X. | Commercial costs | - | 0 | -45 | - | -16 | 0 | - | - | - | - | -61 |
| XI. | Charges and taxes on unlet properties |
-2 | - | - | - | - | - | - | - | - | - | -2 |
| XII. | Property | -518 | -1,212 | -659 | -3,044 | - | - | - | - | - | - | -5,433 |
| XIII. | management costs Other property charges |
0 | 193 | -87 | 0 | -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 | 0 | - | - | 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 | 0 | -29,613 | - | 193,327 | |
| SEGMENT ASSETS | ||||||||||||
| properties | Marketable investment | 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 | - | 3,142 | - | - | 54,805 | - | - | - | - | - | 57,947 | |
| Investment properties | 4,861,062 | |||||||||||
| sale | Assets classified as held for | - | - | - | 6,660 | 28,700 | - | - | - | - | - | 35,360 |
| Other assets | 40,522 | - | - | - | 161,726 | - | - | - | 63,197 | - | 265,445 | |
| Total assets | 5,161,867 | |||||||||||
| SEGMENT INVESTMENTS | ||||||||||||
| OF THE FISCAL YEAR 1 Marketable investment |
19,381 | 298,428 | 26,975 | 112,588 | 24,996 | 44,846 | 92,898 | - | - | - | 620,112 | |
| properties | Development projects | 8,246 | 101,828 | 48,063 | 23,217 | 82,387 | 7,972 | 18,756 | 2,591 | - | - | 293,060 |
| Investment properties | 27,627 | 400,256 | 75,038 | 135,805 | 107,383 | 52,818 | 111,654 | 2,591 | - | - | 913,172 | |
| VALUE | GROSS YIELD IN FAIR | 5.3% | 5.2% | 5.5% | 6.4% | 5.4% | 5.0% | 5.3% | 0.0% | - | - | 5.5% |
| 31/12/2020 (18 months) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment items |
TOTAL | ||
| SEGMENT RESULT | ||||||||||||
| I. | Rental income | 58,228 | 35,625 | 24,627 | 41,754 | 27,029 | 272 | - | - | - | - | 187,535 |
| II. | Writeback of lease payments sold and discounted |
- | - | - | - | - | - | - | - | - | - | - |
| III. | Rental-related charges | 23 | -2 | -393 | -1,981 | -399 | - | - | - | - | - | -2,752 |
| Net rental income | 58,251 | 35,623 | 24,234 | 39,773 | 26,630 | 272 | - | - | - | - | 184,783 | |
| IV. | Recovery of property charges |
- | - | - | - | - | - | - | - | - | - | - |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
178 | 1,767 | 459 | 387 | 708 | - | - | - | - | - | 3,499 |
| 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 according to the income statement |
-178 | -1,767 | -459 | -387 | -708 | - | - | - | - | - | -3,499 |
| VIII. | Other rental-related income and charges |
-14 | -358 | 61 | -147 | 451 | -3 | - | - | - | - | -10 |
| Property result | 58,237 | 35,265 | 24,295 | 39,626 | 27,081 | 269 | - | - | - | - | 184,773 | |
| IX. | Technical costs | -37 | -101 | -206 | 74 | -177 | -97 | - | - | - | - | -544 |
| X. | Commercial costs | - | -21 | -9 | -5 | -199 | -95 | - | - | - | - | -329 |
| XI. | Charges and taxes on unlet properties |
- | - | - | - | - | - | - | - | - | - | - |
| XII. | Property management costs |
- | -1,089 | -391 | -2,916 | - | - | - | - | - | - | -4,396 |
| XIII. | Other property charges | -18 | -215 | -105 | -1 | -537 | - | - | - | - | - | -876 |
| Property charges | -56 | -1,426 | -710 | -2,848 | -913 | -192 | - | - | - | - | -6,145 | |
| Property operating result | 58,181 | 33,839 | 23,584 | 36,779 | 26,168 | 77 | - | - | - | - | 178,628 | |
| XIV. | Overheads | - | - | - | - | - | - | - | - | -27,096 | - | -27,096 |
| XV. | Other operating income and charges |
- | - | - | - | - | - | - | - | 22 | - | 22 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
58,181 | 33,839 | 23,584 | 36,779 | 26,168 | 77 | - | - | -27,074 | - | 151,554 |
SEGMENT RESULT
II. Writeback of lease payments sold and discounted
IV. Recovery of property charges
VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end
VII. Charges and taxes not recovered by the tenant on let properties according to the income
of lease
statement
VIII. Other rental-related income and charges
XI. Charges and taxes on unlet properties
XII. Property management costs
XV. Other operating income and charges
OPERATING RESULT BEFORE RESULT ON PORTFOLIO
V. Recovery of rental charges and taxes normally paid by tenants on let properties
31/12/2020 (18 months)
-178 -1,767 -459 -387 -708 - - - - - -3,499
-14 -358 61 -147 451 -3 - - - - -10
-1,089 -391 -2,916 - - - - - - -4,396
58,181 33,839 23,584 36,779 26,168 77 - - -27,074 - 151,554
178 1,767 459 387 708 - - - - - 3,499
allocated
Intersegment items
TOTAL
BE DE NL UK FI SE IE ES Non-
I. Rental income 58,228 35,625 24,627 41,754 27,029 272 - - - - 187,535
III. Rental-related charges 23 -2 -393 -1,981 -399 - - - - - -2,752 Net rental income 58,251 35,623 24,234 39,773 26,630 272 - - - - 184,783
Property result 58,237 35,265 24,295 39,626 27,081 269 - - - - 184,773 IX. Technical costs -37 -101 -206 74 -177 -97 - - - - -544 X. Commercial costs - -21 -9 -5 -199 -95 - - - - -329
XIII. Other property charges -18 -215 -105 -1 -537 - - - - - -876 Property charges -56 -1,426 -710 -2,848 -913 -192 - - - - -6,145 Property operating result 58,181 33,839 23,584 36,779 26,168 77 - - - - 178,628 XIV. Overheads - - - - - - - - -27,096 - -27,096
Aedifica – Annual Financial Report 2021 – 16
| 31/12/2020 (18 months) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment items |
TOTAL | ||
| SEGMENT RESULT | ||||||||||||
| I. | Rental income | 86,682 | 49,174 | 35,537 | 60,811 | 27,029 | 272 | 0 | 0 | - | - | 259,505 |
| II. | Writeback of lease payments sold and discounted |
- | - | - | - | - | - | - | - | - | - | - |
| III. | Rental-related charges | -15 | -6 | -393 | -2,531 | -399 | - | - | - | - | - | -3,344 |
| Net rental income | 86,667 | 49,168 | 35,144 | 58,280 | 26,630 | 272 | 0 | 0 | - | - | 256,161 | |
| IV. | Recovery of property charges |
- | - | - | - | - | - | - | - | - | - | - |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
84 | 2,124 | 507 | 387 | 708 | - | 0 | 0 | - | - | 3,810 |
| 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 according to the income statement |
-84 | -2,124 | -507 | -387 | -708 | - | 0 | 0 | - | - | -3,810 |
| VIII. | Other rental-related income and charges |
-12 | -366 | 130 | -147 | 451 | -3 | - | - | - | - | 53 |
| Property result | 86,655 | 48,802 | 35,274 | 58,133 | 27,081 | 269 | 0 | 0 | - | - | 256,214 | |
| IX. | Technical costs | -32 | -141 | -250 | 17 | -177 | -97 | - | - | - | - | -680 |
| X. | Commercial costs | - | -50 | -9 | -5 | -199 | -95 | - | - | - | - | -358 |
| XI. | Charges and taxes on unlet properties |
0 | - | - | - | - | - | - | - | - | - | 0 |
| XII. | Property management costs |
0 | -1,568 | -498 | -4,180 | - | - | - | - | - | - | -6,246 |
| XIII. | Other property charges | -9 | -293 | -387 | -1 | -537 | - | - | - | - | - | -1,227 |
| Property charges | -41 | -2,052 | -1,144 | -4,169 | -913 | -192 | - | - | - | - | -8,511 | |
| Property operating result | 86,614 | 46,750 | 34,130 | 53,964 | 26,168 | 77 | 0 | 0 | - | - | 247,703 | |
| XIV. | Overheads | - | - | - | - | - | - | - | - | -36,096 | - | -36,096 |
| XV. | Other operating income and charges |
- | - | - | - | - | - | - | - | 15 | - | 15 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
86,614 | 46,750 | 34,130 | 53,964 | 26,168 | 77 | 0 | 0 | -36,081 | - | 211,622 | |
| SEGMENT ASSETS | ||||||||||||
| Marketable investment properties | 1,151,254 | 634,220 | 515,768 | 627,339 | 667,270 | 19,543 | - | - | - | - | 3,615,394 | |
| Development projects | 10,618 | 55,137 | 15,063 | 1,233 | 56,907 | 2,362 | - | - | - | - | 141,320 | |
| Right of use of plots of land | - | - | - | - | 51,825 | - | - | - | - | - | 51,825 | |
| Investment properties | 3,808,539 | |||||||||||
| Assets classified as held for sale | 165 | - | - | 5,963 | - | - | - | - | - | - | 6,128 | |
| Other assets | 36,998 | - | - | - | 161,726 | - | - | - | 53,784 | - | 252,508 | |
| Total assets | 4,067,175 | |||||||||||
| SEGMENT INVESTMENTS OF | ||||||||||||
| THE FISCAL YEAR Marketable investment properties |
82,884 | 169,050 | 132,036 | 113,521 | 581,460 | - | - | - | - | - | 1,078,951 | |
| Development projects | - | 5,260 | - | - | 67,770 | 580 | - | - | - | - | 73,610 | |
| Investment properties | 82,884 | 174,310 | 132,036 | 113,521 | 649,230 | 580 | - | - | - | - | 1,152,561 | |
| GROSS YIELD IN FAIR VALUE | 5.3% | 5.7% | 5.8% | 6.8% | 5.6% | 5.8% | - | - | - | - | 5.8% |
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 17 – Aedifica – Annual Financial Report 2021 |
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months – restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Rents earned | 230,915 | 187,495 | 259,445 |
| Guaranteed income | 0 | 0 | 0 |
| Cost of rent free periods | 0 | 0 | 0 |
| Indemnities for early termination of rental contracts | 1,203 | 40 | 60 |
| RENTAL INCOME | 232,118 | 187,535 | 259,505 |
| Rents payable as lessee | -1 | -2 | -2 |
| Write-downs on trade receivables | -685 | -2,750 | -3,342 |
| RENTAL-RELATED CHARGES | -686 | -2,752 | -3,344 |
| NET RENTAL INCOME | 231,432 | 184,783 | 256,161 |
The Group rents its buildings exclusively under operating leases.
The increase in rents earned compared to the restated period is related to the growth of the portfolio during the 2021 financial year.
The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IAS 17 is based on the following assumptions, which are extremely conservative: - long-term leases: no inflation.
Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:
| (x €1,000) | 31/12/2021 | 31/12/2020 (18 months) |
|---|---|---|
| Not later than one year | 258,500 | 208,464 |
| Later than one year and not later than five years | 1,030,413 | 829,866 |
| Later than five years | 3,923,979 | 3,107,193 |
| TOTAL | 5,212,891 | 4,145,523 |
Rental income includes contingent rents amounting to €1,082 k (31 December 2021: €1,197 k).
In 2019/2020, a depreciation for doubtful debts of €1.9 million was recognised for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020. The main other depreciations have been recognised for Majesticare (€0.6 million) and Touhula (€0.4 million).
In 2021, the main depreciation for doubtful debts relates to Ontzorgd Wonen (€0.7 million) in the Netherlands.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 18 |
17 – Aedifica – Annual Financial Report 2021
The Group rents its buildings exclusively under operating leases.
following assumptions, which are extremely conservative:
Touhula (€0.4 million).
(x €1,000) 31/12/2021 31/12/2020
The increase in rents earned compared to the restated period is related to the growth of the portfolio during the 2021 financial year.
Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:
Rental income includes contingent rents amounting to €1,082 k (31 December 2021: €1,197 k).
In 2021, the main depreciation for doubtful debts relates to Ontzorgd Wonen (€0.7 million) in the Netherlands.
The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IAS 17 is based on the
(x €1,000) 31/12/2021 31/12/2020
Not later than one year 258,500 208,464 Later than one year and not later than five years 1,030,413 829,866 Later than five years 3,923,979 3,107,193 TOTAL 5,212,891 4,145,523
In 2019/2020, a depreciation for doubtful debts of €1.9 million was recognised for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020. The main other depreciations have been recognised for Majesticare (€0.6 million) and
Rents earned 230,915 187,495 259,445 Guaranteed income 0 0 0 Cost of rent free periods 0 0 0 Indemnities for early termination of rental contracts 1,203 40 60 RENTAL INCOME 232,118 187,535 259,505 Rents payable as lessee -1 -2 -2 Write-downs on trade receivables -685 -2,750 -3,342 RENTAL-RELATED CHARGES -686 -2,752 -3,344 NET RENTAL INCOME 231,432 184,783 256,161
(12 months – restated period) 31/12/2020 (18 months)
(18 months)
Note 4: Net rental income
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| NET RENTAL INCOME | 231,432 | 184,783 | 256,161 |
| Indemnities on rental damage | 0 | 0 | 0 |
| RECOVERY OF PROPERTY CHARGES | 0 | 0 | 0 |
| Rebilling of rental charges invoiced to the landlord | 1,798 | 1,876 | 2,206 |
| Rebilling of property taxes and other taxes on let properties | 2,446 | 1,623 | 1,604 |
| RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY TENANTS ON LET PROPERTIES |
4,244 | 3,499 | 3,810 |
| COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD ON RENTAL DAMAGE AND REPAIR AT END OF LEASE |
0 | 0 | 0 |
| Rental charges invoiced to the landlord | -1,715 | -1,876 | -2,206 |
| Property taxes and other taxes on let properties | -2,413 | -1,623 | -1,604 |
| CHARGES AND TAXES NOT RECOVERED BY THE TENANT ON LET PROPERTIES ACCORDING TO THE INCOME STATEMENT |
-4,128 | -3,499 | -3,810 |
| Cleaning | -274 | -125 | -187 |
| Energy | -773 | -292 | -335 |
| Depreciation of furniture | 0 | 7 | -6 |
| Employee benefits | 0 | -1 | -1 |
| Other | 34 | 401 | 582 |
| OTHER RENTAL-RELATED INCOME AND CHARGES | -1,013 | -10 | 53 |
| PROPERTY RESULT | 230,535 | 184,773 | 256,214 |
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| PROPERTY RESULT | 230,535 | 184,773 | 256,214 |
| Repair and maintenance | -1,282 | -967 | -1,017 |
| Insurance | -98 | 29 | -53 |
| Employee benefits | 0 | 410 | 441 |
| Expert fees | -52 | -16 | -51 |
| TECHNICAL COSTS | -1,432 | -544 | -680 |
| Letting fees paid to real estate brokers | 0 | -123 | -124 |
| Marketing | 0 | -205 | -234 |
| Fees paid to lawyers and other legal costs | 0 | 0 | 0 |
| Employee benefits | 0 | -1 | 0 |
| Other | -61 | 0 | 0 |
| COMMERCIAL COSTS | -61 | -329 | -358 |
| Charges | -2 | 0 | 0 |
| CHARGES AND TAXES ON UNLET PROPERTIES | -2 | 0 | 0 |
| Fees paid to external property managers | -2,958 | -2,763 | -4,061 |
| Internal property management expenses | -2,475 | -1,633 | -2,185 |
| PROPERTY MANAGEMENT COSTS | -5,433 | -4,396 | -6,246 |
| Property taxes and other taxes | -667 | -876 | -1,227 |
| OTHER PROPERTY CHARGES | -667 | -876 | -1,227 |
| PROPERTY OPERATING RESULT | 222,940 | 178,628 | 247,703 |
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 19 – Aedifica – Annual Financial Report 2021 |
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Lawyers/notaries | -1,713 | -1,293 | -1,880 |
| Auditors/accountants | -439 | -2,143 | -2,932 |
| Real estate experts | -1,354 | -1,274 | -1,817 |
| IT | -632 | -563 | -708 |
| Insurance | -457 | -180 | -235 |
| Public relations, communication, marketing, publicity | -656 | -382 | -519 |
| Directors and executive management | -3,793 | -3,751 | -6,053 |
| Employee benefits | -10,862 | -8,687 | -11,016 |
| Depreciation and amortisation of other assets | -1,660 | -1,417 | -2,030 |
| Tax expense | -2,945 | -2,201 | -2,263 |
| Other | -6,419 | -5,206 | -6,644 |
| Financial services | -529 | -122 | -234 |
| Fleet | -241 | -226 | -304 |
| HQ | -953 | -940 | -1,277 |
| Other professional fees | -4,537 | -3,217 | -3,976 |
| Other | -159 | -701 | -853 |
| TOTAL | -30,930 | -27,097 | -36,097 |
| (x €1,000) | 31/12/2021 | 31/12/2020 (18 months) |
|---|---|---|
| Statutory (audit Aedifica SA) | 110 | 72 |
| Statutory audit (subsidiaries) | 176 | 291 |
| Opinion reports foreseen in the Belgian Companies and Associations Code | 16 | 35 |
| Other opinion reports (comfort letter, etc.) | 23 | 39 |
| Tax advice missions | 0 | 0 |
| Other missions unconnected with the statutory audit | 0 | 125 |
| TOTAL | 325 | 562 |
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 (€3,793 k in 2021; €6,053 k in 2019/2020).
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Short-term benefits | 3,505 | 3,490 | 5,560 |
| Post-employment benefits | 235 | 235 | 333 |
| Other long-term benefits | 0 | 0 | 0 |
| Termination benfits | 0 | 0 | 0 |
| Share-based payments | 53 | 26 | 160 |
| Total | 3,793 | 3,751 | 6,053 |
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 20 |
19 – Aedifica – Annual Financial Report 2021
(x €1,000) 31/12/2021 31/12/2020
Lawyers/notaries -1,713 -1,293 -1,880 Auditors/accountants -439 -2,143 -2,932 Real estate experts -1,354 -1,274 -1,817 IT -632 -563 -708 Insurance -457 -180 -235 Public relations, communication, marketing, publicity -656 -382 -519 Directors and executive management -3,793 -3,751 -6,053 Employee benefits -10,862 -8,687 -11,016 Depreciation and amortisation of other assets -1,660 -1,417 -2,030 Tax expense -2,945 -2,201 -2,263 Other -6,419 -5,206 -6,644 Financial services -529 -122 -234 Fleet -241 -226 -304 HQ -953 -940 -1,277 Other professional fees -4,537 -3,217 -3,976 Other -159 -701 -853 TOTAL -30,930 -27,097 -36,097
(x €1,000) 31/12/2021 31/12/2020
Statutory (audit Aedifica SA) 110 72 Statutory audit (subsidiaries) 176 291 Opinion reports foreseen in the Belgian Companies and Associations Code 16 35 Other opinion reports (comfort letter, etc.) 23 39 Tax advice missions 0 0 Other missions unconnected with the statutory audit 0 125 TOTAL 325 562
Related party transactions (as defined under IAS 24 and the Belgian Companies and Associations Code) relate exclusively to the remuneration
Short-term benefits 3,505 3,490 5,560 Post-employment benefits 235 235 333 Other long-term benefits 0 0 0 Termination benfits 0 0 0 Share-based payments 53 26 160 Total 3,793 3,751 6,053
of the members of the Board of Directors and the Executive Committee (€3,793 k in 2021; €6,053 k in 2019/2020).
(x €1,000) 31/12/2021 31/12/2020
(12 months restated period)
(12 months restated period) 31/12/2020 (18 months)
(18 months)
31/12/2020 (18 months)
Note 7: Overheads
Audit fees
Related party transactions
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) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Cleaning costs (see Note 5) | 0 | -1 | -1 |
| Technical costs (see Note 6) | 0 | 410 | 441 |
| Commercial costs | 0 | -1 | 0 |
| Overheads (see Note 7) | -10,862 | -8,687 | -11,016 |
| Property management costs (see Note 6) | -2,475 | -1,633 | -2,185 |
| Capitalised costs | -715 | -847 | -817 |
| TOTAL | -14,052 | -10,759 | -13,578 |
Headcount at the end of the financial year and full-time equivalents (excluding Directors):
| 31/12/2021 | 31/12/2020 (18 months) |
|
|---|---|---|
| Headcount at the year-end | 114 | 105 |
| Employees | 109 | 101 |
| Executive management personnel | 5 | 4 |
| FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT PERSONNEL) | 106.9 | 95.1 |
The number of employees has increased due to the expansion of the team and the acquisition of Layland Walker Ltd in October 2021 (renamed Aedifica UK Management after the transaction).
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Recovery of damage expenses | 42 | 13 | -35 |
| Other | 1,275 | 9 | 50 |
| TOTAL | 1,317 | 22 | 15 |
The increase in 'Other operating income' is mainly related to the recovery of VAT in the UK.
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Net sale of properties (selling price - transaction costs) | 53,487 | 17,044 | 23,432 |
| Carrying amount of properties sold (fair value of assets sold) | 52,953 | 18,871 | 23,991 |
| TOTAL | 534 | -1,827 | -559 |
The table with the main disposals of the financial year are detailed in Note 38.
IN 2021 OUR STRATEGY
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.
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Positive changes | 299,935 | 123,208 | 154,205 |
| Negative changes | -139,724 | -118,138 | -129,156 |
| TOTAL | 160,211 | 5,070 | 25,049 |
| of which: marketable investment properties | 153,519 | 14,816 | 41,930 |
| development projects | 6,692 | -9,746 | -16,881 |
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Goodwill impairment | -3,540 | 0 | 0 |
| Other | 0 | 0 | 0 |
| TOTAL | -3,540 | 0 | 0 |
During the financial year under review, the Group recognised a goodwill impairment related to the acquisition of Layland Walker Ltd (see Note 20 for more information).
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Interests earned | -6 | 61 | 75 |
| Other | 849 | 427 | 403 |
| TOTAL | 843 | 488 | 478 |
The financial income of 2021 includes non-recurring income of €0.2 million, which represents the fee paid to Aedifica as a result of the contributions in kind of 29 June 2021 and 8 September 2021, in compensation for the grant of full dividend rights for the 2021 financial year to the shares issued on these days. It also included €0.3 million of realised and unrealised foreign exchange differences and €0.3 million of reinvoiced interests.
The financial income of 2019/2020 includes non-recurring income of €0.3 million, which represents the fee paid to Aedifica as a result of the contribution in kind of 9 July 2020, in compensation for the grant of full dividend rights for the 2019/2020 financial year to the shares issued on that day. It also included €0.1 million of realised and unrealised foreign exchange differences.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 22 |
21 – Aedifica – Annual Financial Report 2021
Note 12: Other result on portfolio
for more information).
reinvoiced interests.
Note 13: Financial income
assets.
Note 10: Gains and losses on disposals of other non-financial assets
Note 11: Changes in fair value of investment properties
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
Positive changes 299,935 123,208 154,205 Negative changes -139,724 -118,138 -129,156 TOTAL 160,211 5,070 25,049 of which: marketable investment properties 153,519 14,816 41,930 development projects 6,692 -9,746 -16,881
Goodwill impairment -3,540 0 0 Other 0 0 0 TOTAL -3,540 0 0
During the financial year under review, the Group recognised a goodwill impairment related to the acquisition of Layland Walker Ltd (see Note 20
Interests earned -6 61 75 Other 849 427 403 TOTAL 843 488 478
The financial income of 2021 includes non-recurring income of €0.2 million, which represents the fee paid to Aedifica as a result of the contributions in kind of 29 June 2021 and 8 September 2021, in compensation for the grant of full dividend rights for the 2021 financial year to the shares issued on these days. It also included €0.3 million of realised and unrealised foreign exchange differences and €0.3 million of
The financial income of 2019/2020 includes non-recurring income of €0.3 million, which represents the fee paid to Aedifica as a result of the contribution in kind of 9 July 2020, in compensation for the grant of full dividend rights for the 2019/2020 financial year to the shares issued on
(12 months restated period)
(12 months restated period)
(12 months restated period) 31/12/2020 (18 months)
31/12/2020 (18 months)
31/12/2020 (18 months)
(x €1,000) 31/12/2021 31/12/2020
(x €1,000) 31/12/2021 31/12/2020
(x €1,000) 31/12/2021 31/12/2020
that day. It also included €0.1 million of realised and unrealised foreign exchange differences.
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Nominal interest on borrowings | -20,240 | -18,469 | -24,320 |
| Bilateral loans - floating rate | -10,892 | -11,398 | -14,137 |
| Short-term treasury notes - floating rate | -439 | -484 | -580 |
| Investment credits - floating or fixed rate | -1,814 | -5,845 | -8,698 |
| Long-term treasury notes - fixed rate | -1,390 | -741 | -905 |
| Bond - Fixed rate | -1,171 | 0 | 0 |
| Private placement - fixed rate | -4,534 | 0 | 0 |
| Charges arising from authorised hedging instruments | |||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS | -4,711 | -3,540 | -4,461 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS | -4,245 | -4,340 | -6,525 |
| Subtotal | -8,956 | -7,880 | -10,986 |
| Income arising from authorised hedging instruments | |||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS | 0 | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS | 0 | 0 | 0 |
| Subtotal | 0 | 0 | 0 |
| Capitalised interest charges | 3,320 | 1,990 | 2,491 |
| Interest cost related to leasing debts booked in accordance with IFRS 16 | -984 | -729 | -824 |
| Other interest charges | -688 | -47 | -49 |
| TOTAL | -27,548 | -25,135 | -33,688 |
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.
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Bank charges and other commissions | -4,224 | -3,076 | -5,246 |
| Other | -1,233 | -600 | -299 |
| TOTAL | -5,457 | -3,676 | -5,545 |
The item 'Bank charges and other commissions' includes €2,785 k of commitment fees (2019/2020: €3,416 k).
The item 'Other' includes -€824 k of realised and unrealised foreign exchange differences (2019/2020: -€147 k).
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 23 – Aedifica – Annual Financial Report 2021 |
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Authorised hedging instruments | |||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS | -31 | 8 | -3 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS | 15,679 | -4,742 | -970 |
| Subtotal | 15,648 | -4,734 | -973 |
| Other | -835 | -853 | -1,196 |
| TOTAL | 14,813 | -5,587 | -2,169 |
The Line 'Other' represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43).
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:
Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated using the equity method.
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Carrying amount at the beginning of the year | 36,998 | 33,931 |
| Acquisition of shares of associates and joint ventures accounted for using the equity method | 0 | 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 | 6,371 | 4,575 |
| Impact of dividends received on equity | -2,847 | -1,508 |
| Other | 0 | 0 |
| Carrying amount at the end of the year | 40,522 | 36,998 |
| Company | Immobe SA | |
| Segment | Apartment buildings | |
| Country | Belgium | |
| % held by Aedifica SA | 24.97% | |
| Partner shareholders | Primonial European | |
| Residential Holdco Sarl | ||
| Date of company creation | June 2018 | |
| Amount of the Aedifica SA share in the result (x €1,000) | 31/12/2021 | |
| Net result (100%) | 25,516 | |
| Other elements of the global result | 0 | |
| Global result | 25,516 | |
| % held by Aedifica SA | 24.97% | |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method | 6,371 | |
| Amount of the interest at Aedifica SA (x €1,000) | ||
| Equity-accounted investments | 40,522 |
| AEDIFICA ON | RISK FACTORS | FINANCIAL | ADDITIONAL | |
|---|---|---|---|---|
| STOCK MARKET | STATEMENTS | INFORMATION | ||
| Aedifica – Annual Financial Report 2021 – 24 |
23 – Aedifica – Annual Financial Report 2021
Authorised hedging instruments
controlled by Aedifica NV/SA.
for more information);
27 March 2019 for more information).
Amount of the interest at Aedifica SA (x €1,000)
Note 16: Charges in fair value of financial assets and liabilities
Note 17: Share in the profit or loss of associates and joint ventures
Aedifica NV/SA gradually sold its shares in Immobe NV/SA (in 2 phases) to Primonial European Residential Fund:
(x €1,000) 31/12/2021 31/12/2020
The Line 'Other' represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43).
On 1 July 2018, Aedifica transferred the 'apartments' branch of activities to a separate company (Immobe NV/SA), which was initially wholly
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
phase 2: sale of an additional 25% (plus two shares) during the third quarter of the 2018/2019 financial year (see press release of
(x €1,000) 31/12/2021 31/12/2020
Carrying amount at the beginning of the year 36,998 33,931 Acquisition of shares of associates and joint ventures accounted for using the equity method 0 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 6,371 4,575 Impact of dividends received on equity -2,847 -1,508 Other 0 0 Carrying amount at the end of the year 40,522 36,998
Company Immobe SA
Segment Apartment buildings Country Belgium % held by Aedifica SA 24.97% Partner shareholders Primonial European
Date of company creation June 2018
Amount of the Aedifica SA share in the result (x €1,000) 31/12/2021
Net result (100%) 25,516 Other elements of the global result 0 Global result 25,516 % held by Aedifica SA 24.97% Share in the profit or loss of associates and joint ventures accounted for using the equity method 6,371
Equity-accounted investments 40,522
Following the sale of the second phase, Immobe NV/SA is no longer a perimeter company and is consolidated using the equity method.
Authorised hedging instruments qualifying for hedge accounting as defined under IFRS -31 8 -3 Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS 15,679 -4,742 -970 Subtotal 15,648 -4,734 -973 Other -835 -853 -1,196 TOTAL 14,813 -5,587 -2,169
(12 months restated period) 31/12/2020 (18 months)
Residential Holdco Sarl
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Parent | |||
| Profit before tax (loss) | 202,654 | 116,183 | 193,416 |
| Effect of the Belgian REIT tax regime | -202,654 | -116,183 | -193,416 |
| Taxable result in Belgium based on non-deductible costs | 2,185 | 1,069 | 1,191 |
| Belgian current tax at rate of 29,58% | -646 | -316 | -352 |
| Belgian current tax regularisation for the previous year | -103 | 0 | -14 |
| Foreign current tax | -2,489 | -2,060 | -2,639 |
| Subtotal | -3,238 | -2,376 | -3,005 |
| Subsidiaries | |||
| Belgian current tax | -5 | 0 | 0 |
| Foreign current tax | -7,034 | -5,327 | -8,525 |
| Subtotal | -7,039 | -5,327 | -8,525 |
| Corporate tax | -10,277 | -7,703 | -11,530 |
| Exit tax | -256 | 112 | 60 |
| Parent | -1,121 | -2,664 | -3,611 |
| Foreign deferred taxes: originations | 0 | 878 | 1,300 |
| Foreign deferred taxes: reversals | -1,121 | -3,542 | -4,911 |
| Subsidiaries | -45,075 | -8,489 | -11,260 |
| Foreign deferred taxes: originations | -287 | 2,181 | 1,514 |
| Foreign deferred taxes: reversals | -44,788 | -10,670 | -12,774 |
| Deferred taxes | -46,196 | -11,153 | -14,871 |
| TOTAL TAX | -56,729 | -18,744 | -26,341 |
The corporate 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.
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).
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 25 – Aedifica – Annual Financial Report 2021 |
The earnings per share ('EPS' as defined by IAS 33) is calculated as follows:
| 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|
|---|---|---|---|
| Profit (loss) (Owners of the parent) (x €1,000) | 281,824 | 103,894 | 173,068 |
| Weighted average number of shares outstanding during the period | 34,789,526 | 27,472,976 | 26,512,206 |
| Basic EPS (in €) | 8.10 | 3.78 | 6.53 |
| Diluted EPS (in €) | 8.10 | 3.78 | 6.52 |
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). In Aedifica's case, it represents the profit (attributable to owners of the Parent) after removing changes in fair value of investment properties (attributable to owners of the Parent) (and the movements of deferred taxes related to these), hedging instruments and the result of the sale of investment properties.
It is calculated as follows:
| (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| Profit (loss) (Owners of the parent) | 281,824 | 103,894 | 173,068 |
| Less: Changes in fair value of investment properties (see Note 11) | -160,211 | -5,069 | -25,049 |
| Less: Gain and losses on disposal of investment properties (see Note 9) | -534 | 1,827 | 559 |
| Less: Deferred taxes in respect of EPRA adjustments (see Notes 18 and 25) | 46,452 | 11,041 | 14,811 |
| Less: Tax on profits or losses on disposals (see Notes 9 and 18) | 559 | 0 | 0 |
| Less: Changes in fair value of financial assets and liabilities (see Note 16) | -14,813 | 5,587 | 2,169 |
| Less: Negative goodwill / goodwill impairment (see Note 12) | 3,540 | 0 | 0 |
| Add : Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA corrections |
-6,011 | -1,180 | -3,007 |
| Add: Non-controlling interests in respect of the above | 673 | 68 | 167 |
| Roundings | 0 | 0 | 0 |
| EPRA Earnings* | 151,479 | 116,168 | 162,718 |
| Weighted average number of shares outstanding during the period | 34,789,526 | 27,472,976 | 26,512,206 |
|---|---|---|---|
| EPRA Earnings* per share (in €) | 4.35 | 4.23 | 6.14 |
| EPRA Earnings* diluted per Share (in €) | 4.35 | 4.22 | 6.13 |
The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of the Annual Financial Report.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 26 |
31/12/2021 31/12/2020
(12 months restated period)
(12 months restated period)
-6,011 -1,180 -3,007
31/12/2020 (18 months)
31/12/2020 (18 months)
25 – Aedifica – Annual Financial Report 2021
Note 19: Earnings per share
It is calculated as follows:
method in respect of EPRA corrections
The earnings per share ('EPS' as defined by IAS 33) is calculated as follows:
related to these), hedging instruments and the result of the sale of investment properties.
Add : Share in the profit or loss of associates and joint ventures accounted for using the equity
Profit (loss) (Owners of the parent) (x €1,000) 281,824 103,894 173,068 Weighted average number of shares outstanding during the period 34,789,526 27,472,976 26,512,206 Basic EPS (in €) 8.10 3.78 6.53 Diluted EPS (in €) 8.10 3.78 6.52
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). In Aedifica's case, it represents the profit (attributable to owners of the Parent) after removing changes in fair value of investment properties (attributable to owners of the Parent) (and the movements of deferred taxes
Profit (loss) (Owners of the parent) 281,824 103,894 173,068 Less: Changes in fair value of investment properties (see Note 11) -160,211 -5,069 -25,049 Less: Gain and losses on disposal of investment properties (see Note 9) -534 1,827 559 Less: Deferred taxes in respect of EPRA adjustments (see Notes 18 and 25) 46,452 11,041 14,811 Less: Tax on profits or losses on disposals (see Notes 9 and 18) 559 0 0 Less: Changes in fair value of financial assets and liabilities (see Note 16) -14,813 5,587 2,169 Less: Negative goodwill / goodwill impairment (see Note 12) 3,540 0 0
Add: Non-controlling interests in respect of the above 673 68 167 Roundings 0 0 0 EPRA Earnings* 151,479 116,168 162,718
Weighted average number of shares outstanding during the period 34,789,526 27,472,976 26,512,206 EPRA Earnings* per share (in €) 4.35 4.23 6.14 EPRA Earnings* diluted per Share (in €) 4.35 4.22 6.13
The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of the Annual Financial Report.
(x €1,000) 31/12/2021 31/12/2020
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Gross value at the beginning of the year | 162,061 | 335 |
| Cumulative impairment losses at the beginning of the year | -335 | -335 |
| Carrying amount at the beginning of the year | 161,726 | 0 |
| Additions / Transfer | 3,617 | 161,726 |
| Impairment losses | -3,617 | 0 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 161,726 | 161,726 |
| of which: gross value | 165,679 | 162,061 |
| cumulative impairment losses | -3,953 | -335 |
In accordance with the requirements of IAS 36 – Impairment of Assets, the Group primarily analysed the carrying amount of goodwill.
The initial goodwill (€335 k) arose from the acquisition of Schloss Bensberg Management GmbH. This goodwill was set at zero during the 2017/2018 financial year.
The goodwill addition in 2020 (€161,726 k) arose from the acquisition of Hoivatilat Oyj. 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 asset acquired, including deferred tax effect corresponding to the theoretical assumption required under IAS/IFRS of an immediate disposal of the assets and liabilities at the closing date. The tax rate applied for Finland is 20%.
The goodwill addition in 2021 (€3,617 k, corresponding to £3,043 k in the books of Aedifica UK Ltd, the buyer) arose from the acquisition of Layland Walker Ltd (renamed Aedifica UK Management Ltd), Aedifica's UK asset management company. It results from the positive difference between the acquisition cost (the price paid for the shares of Layland Walker Ltd) and the fair value of the net asset acquired.
On 31 December 2021, the goodwill of the Hoivatilat Oyj acquisition was subject to an impairment test by comparing the fair value of investment properties and development projects (including deferred tax effect plus the goodwill) to the value in use of these investment properties and development projects.
The fair value of investment properties and development projects is established by an independent expert in accordance with the Group valuation rules as presented in Note 2.
The value in use is established by the Group according to expected future net cash flows based on the rents of the underlying investment properties and development projects (as per tenants' lease agreements), the expenses to maintain and manage the property portfolio, and the theoretical renovation costs of the properties. The value in use also consider the net future cash flows of a non-committed development pipeline of €100 million per year during the first 4 years, based on the plans of the subsidiary's Management. The main assumptions in the establishment of the value in use are the indexation rate and the discount rate.
Assumptions used in the calculation of the value in use of Hoivatilat:
On 31 December 2021, the fair value of investment properties and development projects (net of deferred tax liability carried on the balance sheet) plus goodwill amounts to €1,079,560 k. The value in use, calculated on the same date according to the principles set out above, amounts to €1,104,586 k.
| Sensitivity analysis | Change in inflation | Change in discount rate | ||
|---|---|---|---|---|
| +0.50% | -0.50% | +0.50% | -0.50% | |
| Change of value in use (in %) | 13% | -11% | -12% | 14% |
As Aedifica UK Management Ltd will not provide asset management services outside the Group, the value in use is considered to be zero. Consequently, the goodwill has been fully amortised by 31 December 2021 (£3,043 k corresponding to €3,540 k in P&L converted at the average exchange rate for the period).
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY |
|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | |
27 – Aedifica – Annual Financial Report 2021
Intangible assets all have a limited useful life and consist mainly of computer software. In 2020, the Company installed an ERP system. Amortisation is recognised in income under the line 'overheads' (see Note 7).
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Gross value at the beginning of the year | 2,698 | 939 |
| Depreciation and cumulative impairment losses at the beginning of the year | -909 | -533 |
| Carrying amount at the beginning of the year | 1,790 | 407 |
| Entries: items acquired separately | 657 | 1,790 |
| Disposals | -3 | -31 |
| Amortisations to income statement | -511 | -406 |
| Amortisations related to acquisitions and disposals | 1 | 30 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 1,934 | 1,790 |
| of which: gross value | 3,353 | 2,698 |
| amortisations and cumulative impairment losses | -1,419 | -909 |
| (x €1,000) | Marketable investment properties |
Development projects | TOTAL |
|---|---|---|---|
| CARRYING AMOUNT AS OF 1/07/2019 | 2,264,504 | 51,205 | 2,315,709 |
| Acquisitions | 1,078,951 | 73,610 | 1,152,561 |
| Disposals | -23,907 | 0 | -23,907 |
| Capitalised interest charges | 0 | 2,491 | 2,491 |
| Capitalised employee benefits | 0 | 468 | 468 |
| Other capitalised expenses | 35,563 | 251,050 | 286,613 |
| Transfers due to completion | 220,623 | -220,623 | 0 |
| Changes in fair value (see Note 11) | 41,930 | -16,881 | 25,049 |
| Other expenses booked in the income statement | 0 | 0 | 0 |
| Transfers to equity | -1,382 | 0 | -1,382 |
| Assets classified as held for sale | -888 | 0 | -888 |
| CARRYING AMOUNT AS OF 31/12/2020 | 3,615,394 | 141,320 | 3,756,714 |
| CARRYING AMOUNT AS OF 1/01/2021 | 3,615,394 | 141,320 | 3,756,714 |
| Acquisitions | 609,003 | 16,369 | 625,372 |
| Disposals | -53,134 | 0 | -53,134 |
| Capitalised interest charges | 0 | 3,321 | 3,321 |
| Capitalised employee benefits | 0 | 1,117 | 1,117 |
| Other capitalised expenses | 22,851 | 272,253 | 295,104 |
| Transfers due to completion | 289,139 | -289,139 | 0 |
| Changes in fair value (see Note 11) | 153,519 | 6,692 | 160,211 |
| Other expenses booked in the income statement | 0 | 0 | 0 |
| Transfers to equity | 43,621 | 21 | 43,642 |
| Assets classified as held for sale | -29,232 | 0 | -29,232 |
| CARRYING AMOUNT AS OF 31/12/2021 | 4,651,161 | 151,954 | 4,803,115 |
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. All investment properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain.
The fair value of the marketable investment properties as of 31 December 2021 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.52% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2021 Annual Financial Report). A positive 0.10% change in the capitalisation rate would lead to a negative change of approx. €83 million in the portfolio's fair value.
Development projects are described in detail in the Property Report included in the present Annual Financial Report.
Amortisation is recognised in income under the line 'overheads' (see Note 7).
(x €1,000) Marketable investment
Intangible assets all have a limited useful life and consist mainly of computer software. In 2020, the Company installed an ERP system.
(x €1,000) 31/12/2021 31/12/2020
Gross value at the beginning of the year 2,698 939 Depreciation and cumulative impairment losses at the beginning of the year -909 -533 Carrying amount at the beginning of the year 1,790 407 Entries: items acquired separately 657 1,790 Disposals -3 -31 Amortisations to income statement -511 -406 Amortisations related to acquisitions and disposals 1 30 CARRYING AMOUNT AT THE END OF THE YEAR 1,934 1,790 of which: gross value 3,353 2,698 amortisations and cumulative impairment losses -1,419 -909
CARRYING AMOUNT AS OF 1/07/2019 2,264,504 51,205 2,315,709 Acquisitions 1,078,951 73,610 1,152,561 Disposals -23,907 0 -23,907 Capitalised interest charges 0 2,491 2,491 Capitalised employee benefits 0 468 468 Other capitalised expenses 35,563 251,050 286,613 Transfers due to completion 220,623 -220,623 0 Changes in fair value (see Note 11) 41,930 -16,881 25,049 Other expenses booked in the income statement 0 0 0 Transfers to equity -1,382 0 -1,382 Assets classified as held for sale -888 0 -888 CARRYING AMOUNT AS OF 31/12/2020 3,615,394 141,320 3,756,714
CARRYING AMOUNT AS OF 1/01/2021 3,615,394 141,320 3,756,714 Acquisitions 609,003 16,369 625,372 Disposals -53,134 0 -53,134 Capitalised interest charges 0 3,321 3,321 Capitalised employee benefits 0 1,117 1,117 Other capitalised expenses 22,851 272,253 295,104 Transfers due to completion 289,139 -289,139 0 Changes in fair value (see Note 11) 153,519 6,692 160,211 Other expenses booked in the income statement 0 0 0 Transfers to equity 43,621 21 43,642 Assets classified as held for sale -29,232 0 -29,232 CARRYING AMOUNT AS OF 31/12/2021 4,651,161 151,954 4,803,115
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. All investment
The fair value of the marketable investment properties as of 31 December 2021 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.52% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2021 Annual Financial Report). A positive 0.10% change in the capitalisation rate would lead to
properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden, Ireland and Spain.
Development projects are described in detail in the Property Report included in the present Annual Financial Report.
a negative change of approx. €83 million in the portfolio's fair value.
properties
Development projects TOTAL
Note 21: Intangible assets
Note 22: Investment properties
Aedifica – Annual Financial Report 2021 – 28
The portfolio of investment properties includes a right of use of €58 million related to plots of land held in 'leasehold' in accordance with IFRS 16.
Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €35.4 million as of 31 December 2021. They mainly relate to nine care properties in Finland and one care property in the United Kingdom that are considered to be non-strategic assets.
Acquisitions made during the financial year are described in detail in the Financial Report included in the present Annual Financial Report.
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 2021 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 31/12/2021 (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 | 1,057,514 | DCF & Capitalisation | 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 | DCF & Capitalisation | ERV / m² | 63 | 344 | 174 |
| Capitalisation rate | 4.6% | 12.9% | 6.0% | |||
| Residual maturity (year) | 12 | 35 | 22 | |||
| Finland | 859,850 | DCF & Capitalisation | 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 & Capitalisation | ERV / m² | 2,195 | 2,195 2.0% 6.7% 19 276 5.1% 25 280 2.0% 6.9% 7.0% 35 |
2,629 |
| Inflation | 2.0% | 2.0% | ||||
| Discount rate | 6.1% | 6.5% | ||||
| Residual maturity (year) | 2 | 13 | ||||
| Ireland | 91,841 | DCF & Capitalisation | ERV / m² | 47 | 198 | |
| Inflation | 4.5% | 4.9% | ||||
| Residual maturity (year) | 24 | 24 | ||||
| DEVELOPMENT PROJECTS | 150,449 | DCF & Capitalisation | ERV / m² | 58 | 165 | |
| Inflation | 1.5% | 1.6% | ||||
| Discount rate | 3.2% | 4.1% | ||||
| Capitalisation rate | 3.6% | 4.8% | ||||
| Residual maturity (year) | 9 | 24 | ||||
| Total | 4,836,971 |
1 ERV / m² is expressed in local currency.
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 etc., which explains the significant differences between the minimum and maximum amounts for these unobservable data. The capitalisation rate is determined by the valuation expert based on economic data and benchmarking and takes into account a risk premium.
| FUTUREPROOF | |
|---|---|
| AEDIFICA |
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
| Type of asset | Fair value as of 31/12/2020 (x €1,000) |
Assessment method | Unobservable data 1 | Min | Max | Weighted average |
|---|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 3,621,522 | |||||
| Belgium | 1,151,419 | DCF & Capitalisation | ERV / m² | 56 | 257 | 126 |
| Inflation | 1.5% | 1.5% | 1.5% | |||
| Discount rate | 3.6% | 6.8% | 4.9% | |||
| Capitalisation rate | 4.1% | 7.2% | 5.2% | |||
| Residual maturity (year) | 1 | 30 | 21 | |||
| Netherlands | 515,768 | DCF & Capitalisation | ERV / m² | 18 | 302 | 135 |
| Inflation | 1.9% | 2.0% | 2.0% | |||
| Discount rate | 5.0% | 7.0% | 6.0% | |||
| Capitalisation rate | 3.7% | 6.9% | 5.5% | |||
| Residual maturity (year) | 11 | 27 | 18 | |||
| Germany | 634,220 | DCF & Capitalisation | ERV / m² | 39 | 210 | 124 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 4.6% | 6.8% | 5.8% | |||
| Residual maturity (year) | 2 | 30 | 22 | |||
| United Kingdom | 633,302 | DCF & Capitalisation | ERV / m² | 63 | 487 | 166 |
| Capitalisation rate | 4.5% | 13.8% | 6.2% | |||
| Residual maturity (year) | 13 | 34 | 22 | |||
| Finland | 667,270 | DCF & Capitalisation | ERV / m² | 135 | 391 | 202 |
| Inflation | 1.8% | 1.8% | 1.8% | |||
| Discount rate | 3.8% | 8.0% | 4.8% | |||
| Residual maturity (year) | 3 | 25 | 12 | |||
| Sweden | 19,543 | DCF & Capitalisation | ERV / m² | 2,292 | 2,733 | 2,423 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 6.7% | 7.0% | 6.9% | |||
| Residual maturity (year) | 15 | 20 | 17 | |||
| DEVELOPMENT PROJECTS | 134,563 | DCF & Capitalisation | ERV / m² | 58 | 295 | 146 |
| Inflation | 1.5% | 2.0% | 1.9% | |||
| Discount rate | 3.8% | 7.0% | 5.0% | |||
| Capitalisation rate | 4.6% | 7.2% | 5.0% | |||
| Residual maturity (year) | 10 | 30 | 24 | |||
| Total | 3,756,085 |
1 ERV / m² is expressed in local currency.
In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the ten valuation experts appointed by the Company. These valuations are based on:
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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 30 |
29 – Aedifica – Annual Financial Report 2021
Type of asset Fair value as
HEALTHCARE REAL ESTATE 3,621,522
Total 3,756,085
appointed by the Company. These valuations are based on:
1 ERV / m² is expressed in local currency.
of 31/12/2020 (x €1,000) Assessment method Unobservable data 1 Min Max Weighted
Inflation 1.5% 1.5% 1.5% Discount rate 3.6% 6.8% 4.9% Capitalisation rate 4.1% 7.2% 5.2% Residual maturity (year) 1 30 21
Inflation 1.9% 2.0% 2.0% Discount rate 5.0% 7.0% 6.0% Capitalisation rate 3.7% 6.9% 5.5% Residual maturity (year) 11 27 18
Inflation 2.0% 2.0% 2.0% Discount rate 4.6% 6.8% 5.8% Residual maturity (year) 2 30 22
Capitalisation rate 4.5% 13.8% 6.2% Residual maturity (year) 13 34 22
Inflation 1.8% 1.8% 1.8% Discount rate 3.8% 8.0% 4.8% Residual maturity (year) 3 25 12
Inflation 2.0% 2.0% 2.0% Discount rate 6.7% 7.0% 6.9% Residual maturity (year) 15 20 17
Inflation 1.5% 2.0% 1.9% Discount rate 3.8% 7.0% 5.0% Capitalisation rate 4.6% 7.2% 5.0% Residual maturity (year) 10 30 24
Belgium 1,151,419 DCF & Capitalisation ERV / m² 56 257 126
Netherlands 515,768 DCF & Capitalisation ERV / m² 18 302 135
Germany 634,220 DCF & Capitalisation ERV / m² 39 210 124
United Kingdom 633,302 DCF & Capitalisation ERV / m² 63 487 166
Finland 667,270 DCF & Capitalisation ERV / m² 135 391 202
Sweden 19,543 DCF & Capitalisation ERV / m² 2,292 2,733 2,423
DEVELOPMENT PROJECTS 134,563 DCF & Capitalisation ERV / m² 58 295 146
In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the ten valuation experts
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
The sensitivity of the fair value measurement to a change of the abovementioned unobservable data is generally as follows (all else being equal):
in case of decrease of the unobservable input value in case of increase of the unobservable input value
the Company's information system and are thus subject to the Company's internal control environment;
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.
of the Audit and Risk Committee, these reports are submitted to the Board of Directors.
Unobservable data Effect on the fair value
average
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Gross value at beginning of the period | 4,944 | 2,220 |
| Depreciation and cumulative impairment losses at beginning of period | -2,131 | -894 |
| Carrying amount at beginning of period | 2,813 | 1,326 |
| Additions | 763 | 3,000 |
| Disposals | -59 | -275 |
| Depreciations to income statement | -1,148 | -1,629 |
| Depreciations related to acquisitions and disposals | 1 | 392 |
| CARRYING AMOUNT AT END OF PERIOD | 2,369 | 2,813 |
| of which: gross value (excl. IFRS 16) | 2,332 | 2,272 |
| Right of use assets (in accordance with IFRS 16) | 3,180 | 2,672 |
| depreciations and cumulative impairment losses | -1,635 | -1,267 |
| Depreciations on right of use assets (in accordance with IFRS 16) | -1,509 | -864 |
Amortisation is recognised in income under the line 'overheads' (see Note 7).
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Receivables | ||
| Collateral | 93 | 438 |
| Other non-current receivables | 666 | 490 |
| Available-for-sale financial assets | ||
| Investments in related entities (Note 40) | 0 | 0 |
| Assets at fair value through profit or loss | ||
| Hedging instruments (see Note 33) | 6,720 | 234 |
| Other non-current financial assets | ||
| Hedging instruments (see Note 33) | 0 | 0 |
| Other | ||
| Investments in related entities (Note 40) | 0 | 0 |
| TOTAL NON-CURRENT FINANCIAL ASSETS | 7,479 | 1,162 |
| Liabilities at fair value through profit or loss | ||
| Hedging instruments (see Note 33) | -20,575 | -30,362 |
| Other | -5,697 | -5,287 |
| Total non-current financial liabilities | ||
| Hedging instruments (see Note 33) | -12,751 | -20,858 |
| Non current lease liability (in accordance with IFRS 16) | -57,131 | -51,553 |
| TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES | -96,154 | -108,060 |
| Total current financial liabilities | ||
| Current lease liability (in accordance with IFRS 16) | -2,616 | -2,077 |
| TOTAL OTHER CURRENT FINANCIAL LIABILITIES | -2,616 | -2,077 |
The collateral at fair value (€93 k; 31 December 2020: €438 k) includes blocked funds in Germany.
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 (€5,697 k; 31 December 2020: €5,287 k) include the put options granted to noncontrolling shareholders (see Notes 16 and 43).
31 – Aedifica – Annual Financial Report 2021
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 1/07/2019 | 0 | -11,848 |
| Originations | 1,764 | -16,653 |
| Reversals | 0 | 18 |
| Scope changes | 1,137 | -46,126 |
| CARRYING AMOUNT AS OF 31/12/2020 | 2,902 | -74,609 |
| (x €1,000) | Assets | Liabilities |
|---|---|---|
| CARRYING AMOUNT AS OF 31/12/2020 | 2,902 | -74,609 |
| Originations | 102 | -388 |
| Reversals | -135 | -45,774 |
| Scope changes | 246 | -511 |
| CARRYING AMOUNT AS OF 31/12/2021 | 3,116 | -121,283 |
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| TRADE RECEIVABLES - NET VALUE | 20,434 | 12,698 |
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 (€148 million; 31 December 2020: €125 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) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| under 90 days | 3,304 | 3,176 |
| over 90 days | 1,727 | 3,431 |
| Subtotal | 5,031 | 6,607 |
| Not due | 19,471 | 9,474 |
| Write-downs | -4,068 | -3,383 |
| CARRYING AMOUNT | 20,434 | 12,698 |
Write-downs have evolved as follows:
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| At beginning of period | -3,383 | -41 |
| Addition | -770 | -3,815 |
| Utilisation | 0 | 0 |
| Reversal | 86 | 473 |
| Mergers / Transfers | 0 | 0 |
| AT END OF PERIOD | -4,068 | -3,383 |
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 32 |
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Tax | 5,981 | 3,575 |
| Other | 1,387 | 1,602 |
| TOTAL | 7,368 | 5,177 |
Tax receivables are composed of tax credits.
31 – Aedifica – Annual Financial Report 2021
Changes in deferred taxes are as follows (see also Note 18):
The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They
(x €1,000) Assets Liabilities
CARRYING AMOUNT AS OF 1/07/2019 0 -11,848 Originations 1,764 -16,653 Reversals 0 18 Scope changes 1,137 -46,126 CARRYING AMOUNT AS OF 31/12/2020 2,902 -74,609
(x €1,000) Assets Liabilities
CARRYING AMOUNT AS OF 31/12/2020 2,902 -74,609 Originations 102 -388 Reversals -135 -45,774 Scope changes 246 -511 CARRYING AMOUNT AS OF 31/12/2021 3,116 -121,283
(x €1,000) 31/12/2021 31/12/2020
TRADE RECEIVABLES - NET VALUE 20,434 12,698
It is anticipated that the carrying amount of trade receivables will be recovered within twelve months. This carrying amount represents an estimate
The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€148 million; 31 December 2020: €125 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
(x €1,000) 31/12/2021 31/12/2020
(x €1,000) 31/12/2021 31/12/2020
At beginning of period -3,383 -41 Addition -770 -3,815 Utilisation 0 0 Reversal 86 473 Mergers / Transfers 0 0 AT END OF PERIOD -4,068 -3,383
under 90 days 3,304 3,176 over 90 days 1,727 3,431 Subtotal 5,031 6,607 Not due 19,471 9,474 Write-downs -4,068 -3,383 CARRYING AMOUNT 20,434 12,698
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.
Note 25: Deferred taxes
Note 26: Trade receivables
of the fair value of assets that do not generate interest.
Trade receivables are analysed as follows:
Write-downs have evolved as follows:
risk is reflected in the carrying amount of receivables recognised on the balance sheet.
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Short-term deposits | 0 | 0 |
| Cash at bank and in hands | 15,335 | 23,546 |
| TOTAL | 15,335 | 23,546 |
The above amounts were available as at 31 December 2021 and 31 December 2020.
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Accrued rental income | -268 | -573 |
| Deferred property charges | 602 | 291 |
| Accrued interests and deferred financial charges | 16 | 0 |
| Deferred charges on future projects | 3,789 | 2,530 |
| Other | 1,023 | 1,448 |
| TOTAL | 5,162 | 3,696 |
| FUTUREPROOF |
|---|
| AEDIFICA |
AEDIFICA
IN 2021 OUR STRATEGY
Aedifica has completed three capital increases during the 2021 financial year:
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 | 24,601,158 | 649,170 |
| Capital increase of 28 April 2020 | 2,460,115 | 64,917 |
| Capital increase of 10 July 2020 | 435,596 | 11,494 |
| Capital increase of 27 October 2020 | 5,499,373 | 145,116 |
| Capital increase of 17 December 2020 | 90,330 | 2,384 |
| Situation at the end 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 year | 36,308,157 | 958,092 |
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 2021, based on the number of shares held by the shareholders concerned on 5 July 2019 – see also section 3 of the chapter 'Aedifica on the stock market'). At the closing date of this report, Aedifica has not received any additional transparency notifications that would change the situation on 5 July 2019. The declarations of transparency (including control strings) are available on Aedifica's website. According to the definition of Euronext, Aedifica's free float amounts to 100%.
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 36,308,157 shares issued as of 31 December 2021 are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam.
Aedifica NV/SA holds no 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:
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 five years, calculated from the publication of the minutes of the extraordinary general meeting of 30 July 2021, 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.
Aedifica has completed three capital increases during the 2021 financial year:
an accelerated private placement ('accelerated bookbuilding') with institutional investors;
The capital has evolved in the following manner since the beginning of the financial year:
of land of the Domaine de la Rose Blanche care home in Durbuy (Belgium) in Aedifica NV/SA;
9 June 2021: capital increase of approx. €286 million (including share premium) by issuing 2,800,000 new Aedifica shares in the context of
29 June 2021: capital increase of approx. €20 million (including share premium) by way of the contribution in kind of the building and plot
8 September 2021: capital increase of approx. €27 million (including share premium) by way of the contribution in kind of 100% of the shares in the Swedish real estate company that (indirectly) controls14 buildings and the related plots of land in Sweden in Aedifica NV/SA.
Situation at the beginning of the previous year 24,601,158 649,170 Capital increase of 28 April 2020 2,460,115 64,917 Capital increase of 10 July 2020 435,596 11,494 Capital increase of 27 October 2020 5,499,373 145,116 Capital increase of 17 December 2020 90,330 2,384 Situation at the end 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 year 36,308,157 958,092
Capital is presented above before subtracting the costs of raising capital (the capital value presented on the balance sheet, is shown net of these
The table below lists Aedifica's shareholders holding more than 5% of the voting rights (as of 31 December 2021, based on the number of shares held by the shareholders concerned on 5 July 2019 – see also section 3 of the chapter 'Aedifica on the stock market'). At the closing date of this report, Aedifica has not received any additional transparency notifications that would change the situation on 5 July 2019. The declarations of transparency (including control strings) are available on Aedifica's website. According to the definition of Euronext, Aedifica's free float amounts
SHAREHOLDERS Voting rights
BlackRock, Inc. 5.00 Other < 5% 95.00 Total 100.00
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 36,308,157 shares issued as of 31
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
1) 50% of the amount of the capital on the date of the extraordinary general meeting of 30 July 2021, 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
2) 50% of the amount of the capital on the date of the extraordinary general meeting of 30 July 2021, as the case may be, rounded down
3) 10% of the amount of the capital on the date of the extraordinary general meeting of 30 July 2021, 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
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 five years, calculated from the publication of the minutes of the extraordinary general meeting of 30 July 2021, 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
December 2021 are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam.
conditions as will be determined by the Board of Directors, by a maximum amount of:
subscription right or the priority allocation right by the shareholders of the Company,
to the euro cent for capital increases in the framework of the distribution of an optional dividend,
Company to exercise the preferential right or priority allocation right, or c. any other kind of capital increase,
Number of shares Capital (x €1,000)
(in %)
Note 30: Equity
costs, in accordance with IFRS).
Aedifica NV/SA holds no treasury shares.
to 100%.
securities.
Aedifica – Annual Financial Report 2021 – 34
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 2021, the balance of the authorised capital amounts to:
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 €945,579,079.55, 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 €3.40 gross per share, i.e. a total dividend of €118,496 k, to be divided over two coupons (coupon no. 28: €1.5370; coupon no. 29: €1.8630).
Taking into account the Royal Decree of 13 July 2014, on 31 December 2021 the available (statutory) reserves calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €92,001 k, after the dividend distribution proposed above (31 December 2020: €60,918 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.
AEDIFICA
IN 2021 OUR STRATEGY
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:
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 2021 annual financial report.
In respect of these pension schemes, Aedifica held outsourced assets of €870 k as at 31 December 2021.
An actuarial valuation (using the Traditional Unit Credit (TUC) method) provides that the bonds are calculated on the basis of projected minimum reserves at 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 less than €17 k as at 31 December 2021.
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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 36 |
35 – Aedifica – Annual Financial Report 2021
these contributions is to provide the following benefits:
members with self-employed status.
in the 2021 annual financial report.
net liability of less than €17 k as at 31 December 2021.
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;
In respect of these pension schemes, Aedifica held outsourced assets of €870 k as at 31 December 2021.
Aedifica takes out group insurance for all of its employees and the members of its Executive Committee (Executive Managers). The purpose of
For Belgian employees, it consists of a defined contribution group insurance plan for which there are no personal contributions from the
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
The amounts covered by way of long-term benefits granted to members of the Management Committee are included in the remuneration report
An actuarial valuation (using the Traditional Unit Credit (TUC) method) provides that the bonds are calculated on the basis of projected minimum reserves at 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
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 31: Provision
beneficiaries.
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Non-current financial debts | 1,756,679 | 1,062,297 |
| Credit institutions | 959,522 | 985,412 |
| Other | 797,157 | 76,885 |
| Current financial debts | 324,398 | 604,402 |
| Credit institutions | 48,398 | 313,902 |
| Other | 276,000 | 290,500 |
| TOTAL | 2,081,077 | 1,666,699 |
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 based on the maturity dates of the drawings.
On 31 December 2021, Aedifica had committed credit facilities totalling €1,987 million granted by 19 credit providers.
Aedifica NV/SA also has a treasury notes programme (extended to €500 million in December 2021) of which €350 million (previously €250 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% |
Hoivatilat Oyj also issues treasury notes in its own name. As of 31 December 2021, the outstanding amount was €26 million (listed under the heading 'Other' of the 'Current financial debts').
The entire outstanding amount of the treasury notes programme is fully hedged by the available funds on confirmed long-term credit lines.
Moreover, in early 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. Proceeds from this US private placement – received on 4 March 2021 – were used to repay the £150 million bridge facility.
Furthermore, on 2 September 2021, Aedifica successfully issued 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 amount to €580 million, 28% of the drawn debt as of 31 December 2021, underlining 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 effective interest rate* (including credit margin and the effect of the hedging instruments) amounted to 1.4% after deduction of capitalised interest (1.5% in 2019/2020) or 1.6% before deduction of capitalised interest (1.6% in 2019/2020). Taking into account the duration of the drawings, the carrying amount of the financial debts with variable interest rate approximates their fair value (€1,232 million). The interest rate hedges are discussed in Note 33. The fair value of the financial debts with fixed interest rate (€855 million) is estimated at €842 million.
| LETTER TO THE | AEDIFICA |
|---|---|
| STAKEHOLDERS |
IN 2021 OUR STRATEGY
As of 31 December 2021, the Group did not mortgage or pledge any Belgian, Dutch or British building 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 2021, the ratio between the secured financial debt and the assets was 5%.
Taking into account the elements mentioned above, the maturity dates of Aedifica's financial debts as of 31 December 2021 are as follows:
| Financial debt (in € million) 1 |
Lines | Utilisation | of which treasury notes |
|---|---|---|---|
| 31/12/2022 | 389 | 319 | 276 |
| 31/12/2023 | 371 | 166 | - |
| 31/12/2024 | 432 | 256 | - |
| 31/12/2025 | 540 | 175 | - |
| 31/12/2026 | 351 | 189 | - |
| 31/12/2027 | 92 | 92 | 50 |
| >31/12/2027 | 889 | 889 | 37 |
| Total as of 31 December 2021 | 3,064 | 2,087 | 363 |
| Weighted average maturity (in years) 2 | 4.7 | 5.7 | - |
1 Amounts in £ were converted into € based on the exchange rate of 31 December 2021 (1.18879 £/€). 2 Without regard to short-term treasury notes and uncommitted credit lines.
Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the financial debts as of 31 December 2021 is 5.7 years.
the secured financial debt and the assets was 5%.
1 Amounts in £ were converted into € based on the exchange rate of 31 December 2021 (1.18879 £/€).
2 Without regard to short-term treasury notes and uncommitted credit lines.
Financial debt (in € million) 1
is 5.7 years.
As of 31 December 2021, the Group did not mortgage or pledge any Belgian, Dutch or British building 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 2021, the ratio between
Taking into account the elements mentioned above, the maturity dates of Aedifica's financial debts as of 31 December 2021 are as follows:
31/12/2022 389 319 276 31/12/2023 371 166 - 31/12/2024 432 256 - 31/12/2025 540 175 - 31/12/2026 351 189 - 31/12/2027 92 92 50 >31/12/2027 889 889 37 Total as of 31 December 2021 3,064 2,087 363 Weighted average maturity (in years) 2 4.7 5.7 -
Without regard to short-term financing (short-term treasury notes), the weighted average maturity of the financial debts as of 31 December 2021
Aedifica – Annual Financial Report 2021 – 38
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. Aedifica has also hedged some capital expenditures in the United Kingdom.
Lines Utilisation of which
treasury notes
All hedges (interest rate swaps or 'IRS' and caps) are related to existing or highly probable risks. Aedifica applies hedge accounting to previously negotiated derivatives that meet the criteria to allow hedge accounting. In accordance with market practices, Aedifica has chosen not to apply hedge accounting to recently negotiated derivatives, even if they meet those strict criteria. 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 | Beginning | Periodicity | Duration | Hedge | Interest rate | Fair value |
|---|---|---|---|---|---|---|---|
| Analysis as at | (x €1,000) | (months) | (years) | accounting | (in %) | (x €1,000) | |
| 31/12/2020 | (yes/no) | ||||||
| IRS | 25,000 | 02/08/2019 | 3 | 8 | Yes | 0.33 | -1,286 |
| IRS | 75,000 | 02/01/2020 | 3 | 2 | Yes | 0.33 | -669 |
| IRS | 50,000 | 01/01/2021 | 3 | 3 | Yes | 0.80 | -2,022 |
| IRS | 50,000 | 03/01/2022 | 3 | 2 | Yes | 0.73 | -1,275 |
| IRS | 25,000 | 02/05/2019 | 3 | 6 | Yes | 1.10 | -1,870 |
| IRS | 50,000 | 01/02/2022 | 3 | 2 | No | 0.34 | -880 |
| IRS | 25,000 | 01/07/2019 | 3 | 6 | No | 1.69 | -2,517 |
| IRS°° | 3,208 | 30/09/2019 | 3 | 12 | No | 1.55 | -357 |
| IRS | 50,000 | 01/01/2021 | 3 | 2 | Yes | 0.64 | -1,207 |
| IRS° | 9,253 | 01/04/2011 | 3 | 32 | Yes | 4.89 | -6,297 |
| IRS | 25,000 | 03/02/2020 | 3 | 10 | Yes | 0.66 | -2,217 |
| IRS | 15,000 | 01/07/2019 | 3 | 10 | No | 2.01 | -3,097 |
| IRS | 8,000 | 01/07/2019 | 3 | 10 | No | 2.05 | -1,680 |
| IRS | 12,000 | 01/07/2019 | 3 | 10 | No | 1.99 | -2,461 |
| IRS | 50,000 | 01/02/2022 | 3 | 3 | No | 0.46 | -1,463 |
| IRS° | 22,371 | 31/07/2014 | 3 | 29 | No | 4.39 | -11,754 |
| IRS | 25,000 | 03/07/2019 | 3 | 10 | No | 1.04 | -3,114 |
| IRS | 50,000 | 01/11/2019 | 3 | 5 | Yes | 0.78 | -2,540 |
| IRS | 50,000 | 03/01/2022 | 3 | 1 | Yes | 0.65 | -606 |
| IRS | 50,000 | 03/02/2025 | 3 | 4 | No | 0.15 | -816 |
| IRS | 50,000 | 01/11/2019 | 3 | 3 | Yes | 0.39 | -869 |
| IRS | 7,500 | 03/12/2018 | 1 | 5 | No | 0.46 | -226 |
| IRS | 5,000 | 11/12/2018 | 1 | 5 | No | 0.66 | -177 |
| IRS | 7,500 | 03/12/2018 | 3 | 5 | No | 0.47 | -230 |
| IRS | 5,000 | 27/12/2018 | 6 | 5 | No | 0.7 | -184 |
| IRS | 10,000 | 19/03/2019 | 6 | 5 | No | 0.83 | -450 |
| IRS | 15,000 | 31/03/2020 | 1 | 5 | No | 0.46 | -609 |
| IRS | 10,000 | 01/12/2018 | 1 | 5 | No | 0.63 | -346 |
| CAP | 50,000 | 01/05/2020 | 3 | 2 | No | 0.00 | 2 |
| CAP | 50,000 | 01/07/2017 | 3 | 4 | No | 0.50 | 0 |
| CAP | 50,000 | 01/01/2019 | 3 | 2 | No | 0.35 | 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 | 100,000 | 01/04/2019 | 3 | 2 | No | 0.25 | 0 |
| CAP | 100,000 | 01/01/2019 | 3 | 2 | No | 0.00 | 0 |
| CAP | 100,000 | 01/01/2019 | 3 | 2 | No | 0.00 | 0 |
| CAP | 50,000 | 04/05/2020 | 3 | 1 | No | 0.00 | 0 |
| CAP | 100,000 | 04/01/2021 | 3 | 4 | No | 0.25 | 120 |
| CAP | 50,000 | 01/07/2021 | 3 | 3 | No | 0.00 | 54 |
| CAP | 50,000 | 01/07/2021 | 3 | 3 | No | 0.00 | 58 |
| TOTAL | 1,629,832 | -50,986 |
° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
°° Notional amount depreciable over the duration of the swap.
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 39 – Aedifica – Annual Financial Report 2021 |
| INSTRUMENT | Notional amount | Beginning | Periodicity | Duration | Hedge | Interest rate | Fair value |
|---|---|---|---|---|---|---|---|
| Analysis as at | (x €1,000) | (months) | (years) | accounting | (in %) | (x €1,000) | |
| 31/12/2021 | (yes/no) | ||||||
| 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°° | 2,917 | 30/09/2019 | 3 | 12 | No | 1.55 | -224 |
| IRS | 50,000 | 01/01/2021 | 3 | 2 | Yes | 0.64 | -584 |
| IRS° | 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 IRS |
8,000 12,000 |
01/07/2019 01/07/2019 |
3 3 |
10 10 |
No No |
2.05 1.99 |
-1,170 -1,704 |
| IRS | 50,000 | 01/02/2022 | 3 | 3 | No | 0.46 | -941 |
| IRS° | 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 | 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 |
| 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 | 0.70 | -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 |
| 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 CAP |
50,000 50,000 |
01/07/2021 01/07/2021 |
3 3 |
3 3 |
No No |
0.00 0.00 |
216 216 |
| TOTAL | 1,978,326 | -26,606 |
° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years. °° Notional amount depreciable over the duration of the swap.
The total notional amount of €1,978 million presented in the table above is broken down as follows: - operational and active instruments: €528 million;
The total fair value of the hedging instruments presented in the table above (-26,606 k) can be broken down as follows: €6,720 k on line I.E. of the asset side of the consolidated balance sheet and €33,326 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 (€711 k), the effect of the changes in fair value of interest rate hedging instruments on equity amounts to -€27,317 k.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 40 |
39 – Aedifica – Annual Financial Report 2021
INSTRUMENT Notional amount
°° Notional amount depreciable over the duration of the swap.
operational and active instruments: €528 million;
instruments with forward start: €950 million.
instruments on equity amounts to -€27,317 k.
31/12/2021
(x €1,000)
Beginning Periodicity
(months)
Analysis as at (x €1,000)
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°° 2,917 30/09/2019 3 12 No 1.55 -224 IRS 50,000 01/01/2021 3 2 Yes 0.64 -584 IRS° 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° 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 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 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 0.70 -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 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
° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
The total fair value of the hedging instruments presented in the table above (-26,606 k) can be broken down as follows: €6,720 k on line I.E. of the asset side of the consolidated balance sheet and €33,326 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 (€711 k), the effect of the changes in fair value of interest rate hedging
The total notional amount of €1,978 million presented in the table above is broken down as follows:
Duration (years)
Hedge accounting (yes/no)
Interest rate (in %)
Fair value
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Changes in fair of the derivatives | ||
| Beginning of the year | -20,856 | -20,922 |
| Changes in the effective portion of the fair value of hedging instruments (accrued interests) | 4,273 | -3,419 |
| Transfer to the income statement of interests paid on hedging instruments | 3,641 | 3,485 |
| Transfer to the reserve account regarding revoked designation | 224 | 0 |
| Transfer to the reserve account of the net gain or loss on matured hedges | 1,204 | 0 |
| AT YEAR-END | -11,514 | -20,856 |
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 2022 and 31 July 2043.
The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (+€7,917 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2019/2020 financial year (loss of €3 k) that was appropriated in 2019/2020 by decision of the Annual General Meeting held in October 2020. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) amounts to -€31 k as of 31 December 2021.
The financial result includes an income of €17,011 k (31 December 2020: an income of €691 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 €1,332 k (31 December 2020: a loss of €1,661 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 €815 k (31 December 2020: €2,081 k).
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 2021 and 31 December 2021. This resulted in an income of €15,648 k, recognised in the income statement, and to an income of €9,248 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 €951 k (€1,923 k as of 31 December 2020). 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-tomarket' value of these instruments to an increase of 10 bps of the interest rate is estimated to have a positive impact of €3,670 k (€1,305 k on 31 December 2020) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact of €3,635 k on the income statement.
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 2021, Aedifica had no hedging contracts in place. During the financial year, Aedifica partially hedged 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 or capital expenditures in the United Kingdom with forward contracts.
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 41 – Aedifica – Annual Financial Report 2021 |
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Trade debts | 41,399 | 18,768 |
| Exit tax | 298 | 2,295 |
| Taxes, social charges and salaries debts | ||
| Tax | 4,291 | 8,696 |
| Salaries and social charges | 3,928 | 2,285 |
| Other | ||
| Dividends of previous years | 193 | 23 |
| TOTAL | 50,109 | 32,067 |
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.
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Property income received in advance | 10,198 | 3,688 |
| Financial charges accrued | 7,173 | 3,387 |
| Other accrued charges | 7,360 | 3,652 |
| TOTAL | 24,731 | 10,727 |
This increase is related to the Group's international growth.
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 Company remains subject to financing risks; a change in interest rates or exchange rates could have a negative impact the Group's assets, operations, financial position and prospects.
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 2021, it amounts to 40.0% at the statutory level and to 42.6% 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 €15.3 million as of 31 December 2021.
As of 31 December 2021, the Group did not mortgage or pledge any Belgian, Dutch or British building 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 2021, the ratio between the secured financial debt and the assets was 5%. It is possible that in the context of supplementary financing, additional mortgages will be granted.
Aedifica – Annual Financial Report 2021 – 42
41 – Aedifica – Annual Financial Report 2021
Taxes, social charges and salaries debts
Other
Note 34: Trade payables and other current debts
carrying amount constitutes an approximation of their fair value.
Note 35: Accrued charges and deferred income
This increase is related to the Group's international growth.
a negative impact the Group's assets, operations, financial position and prospects.
maintain an appropriate long-term debt-to-assets ratio of approx. 45% to 50%.
Note 36: Financial risk management
31 December 2021.
granted.
(x €1,000) 31/12/2021 31/12/2020
Trade debts 41,399 18,768 Exit tax 298 2,295
Tax 4,291 8,696 Salaries and social charges 3,928 2,285
Dividends of previous years 193 23 TOTAL 50,109 32,067
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
(x €1,000) 31/12/2021 31/12/2020
Property income received in advance 10,198 3,688 Financial charges accrued 7,173 3,387 Other accrued charges 7,360 3,652 TOTAL 24,731 10,727
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 Company remains subject to financing risks; a change in interest rates or exchange rates could have
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 2021, it amounts to 40.0% at the statutory level and to 42.6% 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
Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €15.3 million as of
As of 31 December 2021, the Group did not mortgage or pledge any Belgian, Dutch or British building 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 2021, the ratio between the secured financial debt and the assets was 5%. It is possible that in the context of supplementary financing, additional mortgages will be Aedifica enjoys a strong and stable relationship with its financial institutions, which form a diversified pool, comprising an annually increasing number of European institutions. Details of Aedifica's credit facilities are disclosed in Note 32.
As of 31 December 2021, the Group has drawn €1,811 million (31 December 2020: €1,669 million) from the total amount of €2,788 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 2022 financial year. The 2022 financial plan includes payments in the context of the committed pipeline of development projects amounting to approx. €350 million.
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 2021, medium-term notes amount to €87 million (31 December 2020: €77 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% and that the EBITDA should exceed twice the net financial charges. 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 2021, the undiscounted future cash flows related to the credit facilities include €319 million maturing within 1 year, €787 million maturing within 1 to 5 years, and €981 million maturing in more than 5 years. The credit facilities also give rise to an interest expense of €16 million that is due within 1 year (31 December 2020: €607 million capital and €9.5 million interest due within 1 year).
The undiscounted contractual future cash flows related to hedging instruments are analysed as follows:
| 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 |
| As at 31/12/2020 (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 | -3,192 | -7,578 | -4,847 | -15,618 |
| Derivatives for which hedge accounting is not applied | -3,394 | -12,110 | -11,075 | -26,578 |
A substantial part of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit from low interest rates on the nonhedged 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. Aedifica extended and increased its hedge ratio by closing new forward starting swaps and some caps to hedge the interest rate risk. In addition, the USPP and the benchmark bond issue have rebalanced Aedifica's mix of fixed and floating rate debt. On 31 December 2021, the financial debt is hedged against interest rate risk for 90.3%, 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.
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 2022 interest rates over the forecast rates would lead to an approx. additional
€2.3 million interest expense for the year ending 31 December 2022. Taking into account the hedging instruments at present, the increase in interest expense would amount to just €1.2 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.
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.
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 GBP/EUR exchange rate has an impact of approx. €83.2 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €5.0 million on the Group's annual rental income and approx. €5.5 million on the Group's net result. A 10% change of the SEK/EUR exchange rate has an impact of approx. €7.9 million on the fair value of the Group's investment properties located in Sweden, approx. €0.2 million on the Group's annual rental income and approx. €0.7 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). This bond provides 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 GBP/EUR 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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 44 |
43 – Aedifica – Annual Financial Report 2021
interest expense would amount to just €1.2 million.
as defined under IFRS'). A sensitivity analysis is provided in Note 33.
clauses towards the Group. However, this cannot be seen as a safeguard for the future.
€0.2 million on the Group's annual rental income and approx. €0.7 million on the Group's net result.
exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio.
in certain circumstances.
position and prospects.
clauses towards the Group.
and prospects.
€2.3 million interest expense for the year ending 31 December 2022. Taking into account the hedging instruments at present, the increase in
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
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
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
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
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
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 GBP/EUR exchange rate has an impact of approx. €83.2 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €5.0 million on the Group's annual rental income and approx. €5.5 million on the Group's net result. A 10% change of the SEK/EUR exchange rate has an impact of approx. €7.9 million on the fair value of the Group's investment properties located in Sweden, approx.
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). This bond provides a partial natural hedge against
The Company applies an active hedging policy covering the GBP/EUR 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 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 | NL | Construction | Ongoing (forward funding) | 4 |
| Am Marktplatz | DE | Renovation | Ongoing (forward funding) | 2 |
| Am Parnassturm | DE | Renovation | Ongoing (forward funding) | 3 |
| Am Schäfersee | DE | Renovation | Ongoing (forward funding) | 10 |
| Am Stadtpark | DE | Renovation | Ongoing (forward funding) | 5 |
| Am Tierpark | DE | Renovation | Ongoing (forward funding) | 1 |
| Bavaria Senioren- und Pflegeheim | DE | Renovation | Ongoing (forward funding) | 1 |
| Blenheim MMCG | UK | Renovation & extension | Ongoing (forward funding) | 7 |
| Burlington projects | UK | Renovation & extension | Ongoing (forward funding) | 2 |
| Chard MMCG | UK | Construction | Project/forward purchase subject to outstanding conditions |
15 |
| Dublin Stepaside | IE | Construction | Ongoing (forward funding) | 25 |
| Finland – pipeline 'child day-care centres' | FI | Construction | Ongoing (forward funding) | 7 |
| Finland – pipeline 'elderly care homes' | FI | Construction | Ongoing (forward funding) | 39 |
| Finland – pipeline 'other' | FI | Construction | Ongoing (forward funding) | 55 |
| Fredenbeck | DE | Construction | Ongoing (forward funding) | 13 |
| Waarder Molendijk | NL | Construction | Ongoing (forward funding) | 5 |
| Guysfield | UK | Renovation & extension | Project/forward purchase subject to outstanding conditions |
12 |
| Hamburg-Rissen | DE | Construction | Ongoing (forward funding) | 14 |
| HGH Lelystad 1,2 | NL | Construction | Ongoing (forward funding) | 4 |
| Het Gouden Hart Soest 1,2 | NL | Construction | Ongoing (forward funding) | 3 |
| LLT Almere Buiten 1 | NL | Construction | Ongoing (forward funding) | 7 |
| Wellingborough Glenvale Park | UK | Construction | Ongoing (forward funding) | 12 |
| Bois de la Pierre | BE | Construction | Ongoing (forward funding) | 2 |
| Martha Flora Breda | NL | Construction | Ongoing (forward funding) | 5 |
| Martha Flora Goes 1 | NL | Construction | Ongoing (forward funding) | 5 |
| Martha Flora Oegstgeest | NL | Construction | Ongoing (forward funding) | 5 |
| Millbrook Manor | IE | Renovation & extension | Ongoing (forward funding) | 4 |
| Aylesbury Martin Dalby | UK | Construction | Ongoing (forward funding) | 10 |
| Kilkenny Nursing Home | IE | Construction | Ongoing (forward funding) | 15 |
| Tramore Nursing Home | IE | Construction | Ongoing (forward funding) | 15 |
| Kilbarry Nursing Home | IE | Construction | Ongoing (forward funding) | 15 |
| Natatorium | NL | Construction | Ongoing (forward funding) | 3 |
| Land reserve | EU | Landreserve | Land reserve | 4 |
| Haus Marxloh | DE | Renovation & extension | Ongoing (forward funding) | 4 |
| Renovation project Orpea Brussels | BE | Renovation | Project/forward purchase subject to outstanding conditions |
47 |
| Quartier am Rathausmarkt | DE | Construction | Ongoing (forward funding) | 16 |
| Residentie Boldershof | NL | Renovation & extension | Ongoing (forward funding) | 1 |
| Rosengarten | DE | Renovation | Ongoing (forward funding) | 8 |
| Tiel Bladergroenstraat | NL | Construction | Ongoing (forward funding) | 7 |
| Seniorenhaus Lessingstrasse 1 | DE | Acquisition | Acquisition subject to outstanding conditions |
7 |
| Seniorenheim Haus Wellengrund | DE | Construction | Ongoing (forward funding) | 8 |
| Seniorenquartier Gera | DE | Construction | Ongoing (forward funding) | 16 |
| Seniorenquartier Gummersbach | DE | Construction | Ongoing (forward funding) | 20 |
| Seniorenquartier Langwedel | DE | Construction | Ongoing (forward funding) | 16 |
| Seniorenquartier Schwerin | DE | Construction | Ongoing (forward funding) | 11 |
| Seniorenquartier Sehnde | DE | Construction | Ongoing (forward funding) | 12 |
| Shipley Canal Works | UK | Construction | Ongoing (forward funding) | 8 |
| Specht Gruppe pipeline 2 (2024) | DE | Construction | Ongoing (forward funding) | 130 |
| St. Doolagh's | IE | Construction | Ongoing (forward funding) | 17 |
| Stadtlohn | DE | Construction | Ongoing (forward funding) | 15 |
| Singö 10:2 & Bergshammar Ekeby 6:66 | SE | Acquisition | Project/forward purchase subject to outstanding conditions |
6 |
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 45 – Aedifica – Annual Financial Report 2021 |
| NAME | Country | Type | Progress | Budget (in € million) |
|---|---|---|---|---|
| Stepping Stones Blaricum 1,2 | NL | Construction | Ongoing (forward funding) | 4 |
| Sweden - pipeline 2022 | SE | Construction | Ongoing (forward funding) | 2 |
| Seniorenzentrum Berghof | DE | Renovation & extension | Ongoing (forward funding) | 2 |
| Seniorenzentrum Talblick | DE | Renovation & extension | Ongoing (forward funding) | 1 |
| 't Spelthof | BE | Extension | Ongoing (forward funding) | 6 |
| Twistringen | DE | Construction | Ongoing (forward funding) | 13 |
| Uetze | DE | Construction | Ongoing (forward funding) | 15 |
| Vinea Domini | NL | Renovation | Ongoing (forward funding) | 4 |
| De Volder Staete | NL | Construction | Ongoing (forward funding) | 10 |
| Résidence le Douaire | BE | Construction | Project/forward purchase subject to outstanding conditions |
17 |
| Wohnstift am Weinberg | DE | Renovation | Ongoing (forward funding) | 10 |
| Het Gouden Hart Woudenberg 2 | NL | Construction | Ongoing (forward funding) | 4 |
| Zwolle Koestraat | NL | Construction | Project/forward purchase subject to outstanding conditions |
5 |
| TOTAL | 767 |
1 This project has already been completed after 31 December 2021 (see Note 39).
2 These projects are 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.
For some acquisition deals, a portion of the acquisition price has been set based on future contingent events, such as the payment of an earnout, upon completion of a care residence within the limits of the maximum budget committed by Aedifica.
Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns approx. 5% of total assets.
Aedifica benefits from warranties provided by the sellers of shares in property companies acquired.
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.
In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market practices.
| AEDIFICA ON | FINANCIAL | ADDITIONAL | ||
|---|---|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA | STATEMENTS | INFORMATION |
Aedifica – Annual Financial Report 2021 – 46
The main investment property acquisitions of the financial year are the following:
45 – Aedifica – Annual Financial Report 2021
Earn-outs
approx. 5% of total assets.
practices.
4.1 Sundry options
deposits or guarantor backings.
3.1 Securities received on rental agreements
3.2 Securities received following acquisitions
NAME Country Type Progress Budget
Stepping Stones Blaricum 1,2 NL Construction Ongoing (forward funding) 4 Sweden - pipeline 2022 SE Construction Ongoing (forward funding) 2 Seniorenzentrum Berghof DE Renovation & extension Ongoing (forward funding) 2 Seniorenzentrum Talblick DE Renovation & extension Ongoing (forward funding) 1 't Spelthof BE Extension Ongoing (forward funding) 6 Twistringen DE Construction Ongoing (forward funding) 13 Uetze DE Construction Ongoing (forward funding) 15 Vinea Domini NL Renovation Ongoing (forward funding) 4 De Volder Staete NL Construction Ongoing (forward funding) 10
Wohnstift am Weinberg DE Renovation Ongoing (forward funding) 10 Het Gouden Hart Woudenberg 2 NL Construction Ongoing (forward funding) 4
TOTAL 767
2 These projects are developed within the joint venture with the Korian group. Aedifica and Korian will each finance 50% of the total budget. This
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-
Under its credit agreements, Aedifica has granted securities on certain real estate assets within the legally authorised limits. In total, this concerns
Aedifica benefits from rental guarantees (in line with market practice and applicable regulations), in the form of bank guarantees, restricted bank
In case of acquisitions, contributions in kind, mergers and de-mergers, Aedifica benefits from the declarations and securities in line with market
Long leases on healthcare sites: in some cases, Aedifica has granted preferential rights, renewal rights or purchase options to the
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).
lessees/tenants. Aedifica also benefits from a number of preferential rights granted by rest homes lessees/tenants.
Résidence le Douaire BE Construction Project/forward purchase subject
Zwolle Koestraat NL Construction Project/forward purchase subject
1 This project has already been completed after 31 December 2021 (see Note 39).
out, upon completion of a care residence within the limits of the maximum budget committed by Aedifica.
Aedifica benefits from warranties provided by the sellers of shares in property companies acquired.
table only considers the part of the budget that will be financed by Aedifica.
2.2 Acquisition of shares in property companies, mergers and de-mergers
(in € million)
17
5
to outstanding conditions
to outstanding conditions
| ACQUISITIONS | Country | Properties valuation° |
Register of corporations |
Acquisition date°° |
Acquisition method |
|---|---|---|---|---|---|
| (in million €) | |||||
| Hamberley Hailsham | UK | 17 | - | 28/01/2021 | Acquisition of a building |
| Abbot Care Home | UK | 19 | - | 14/01/2021 | Acquisition of a building |
| Stanley Wilson Lodge | UK | 14 | - | 14/01/2021 | Acquisition of a building |
| St Fillans Care Home | UK | 15 | - | 14/01/2021 | Acquisition of a building |
| Stepping Stones Blaricum | NL | 1 | - | 26/01/2021 | Acquisition of a land and project via Aedifica |
| Brídhaven | IE | 26 | - | 12/02/2021 | Nederland Join Venture BV Acquisition of a building |
| Espoo Rajamännynahde | FI | 5 | - | 22/02/2021 | Acquisition of a building |
| Laukaa Peurungantie | FI | 4 | - | 22/02/2021 | Acquisition of a building |
| Martha Flora Oegstgeest | NL | 3 | - | 25/02/2021 | Acquisition of a land and project via Aedifica Nederland 3 BV |
| Shipley Canal Works | UK | 2 | - | 05/03/2021 | Acquisition of a land and project via Sapphire Properties (2016) Limited |
| Zuyder Haven Oss | NL | 5 | - | 30/03/2021 | Acquisition of a building |
| Buyten Haven Dordrecht | NL | 4 | - | 30/03/2021 | Acquisition of a building |
| Aylesbury Martin Dalby | UK | 3 | - | 17/05/2021 | Acquisition of a land and project via Sapphire Properties (2016) Limited |
| Martha Flora Breda | NL | 3 | - | 28/05/2021 | Acquisition of a land and project via Aedifica Nederland 4 BV |
| SARA Seniorenresidenz Haus III |
DE | 10 | - | 31/05/2021 | Acquisition of a building |
| Waterford care home | IE | 9 | - | 17/06/2021 | Acquisition of a building |
| New Ross care home | IE | 7 | - | 17/06/2021 | Acquisition of a building |
| Bunclody care home | IE | 6 | - | 17/06/2021 | Acquisition of a building |
| Killerig care home | IE | 3 | - | 17/06/2021 | Acquisition of a building |
| Sz Alte Zwirnerei | DE | 12 | - | 18/06/2021 | Acquisition of a building |
| Sz Bad Köstritz | DE | 22 | - | 18/06/2021 | Acquisition of a building |
| Sz Gensingen | DE | 17 | - | 18/06/2021 | Acquisition of a building |
| Sz Grünstadt | DE | 15 | - | 18/06/2021 | Acquisition of a building |
| Sz Sörgenloch | DE | 17 | - | 18/06/2021 | Acquisition of a building |
| Sz Haus Asam | DE | 18 | - | 23/06/2021 | Acquisition of a building |
| Sz Berghof | DE | 7 | - | 23/06/2021 | Acquisition of a building |
| Sz Abundus | DE | 18 | - | 23/06/2021 | Acquisition of a building |
| Sz Bad Höhenstadt | DE | 10 | - | 23/06/2021 | Acquisition of a building |
| Sz Hutthurm | DE | 12 | - | 23/06/2021 | Acquisition of a building |
| Sz Hildegardis | DE | 23 | - | 23/06/2021 | Acquisition of a building |
| Pz Wiesengrund | DE | 6 | - | 23/06/2021 | Acquisition of a building |
| Sz Großalmerode | DE | 11 | - | 23/06/2021 | Acquisition of a building |
| Sz Talblick | DE | 8 | - | 23/06/2021 | Acquisition of a building |
| Sz Birken | DE | 9 | - | 23/06/2021 | Acquisition of a building |
| Kokkola Ilkantie | FI | 9 | - | 28/06/2021 | Acquisition of a building |
| Kokkola Metsämäentie | FI | 3 | - | 28/06/2021 | Acquisition of a building |
| Kokkola Kärrytie | FI | 2 | - | 28/06/2021 | Acquisition of a building |
| Domaine de la Rose Blanche |
BE | 20 | - | 29/06/2021 | Acquisition of a building |
| Stadtlohn | DE | 2 | - | 29/06/2021 | Acquisition of a land and project via Aedifica Residenzen 5 GmbH |
| Twistringen | DE | 2 | - | 29/06/2021 | Acquisition of a land and project via Aedifica Residenzen 5 GmbH |
| Uetze | DE | 4 | - | 29/06/2021 | Acquisition of a land and project via Aedifica Residenzen 6 GmbH |
| Fredenbeck | DE | 1 | - | 29/06/2021 | Acquisition of a land and project via Aedifica Residenzen 5 GmbH |
| Hamburg-Rissen | DE | 4 | - | 29/06/2021 | Acquisition of a land and project via Aedifica Residenzen 6 GmbH |
| Wellingborough Glenvale Park |
UK | 3 | - | 02/07/2021 | Acquisition of a land and project via Sapphire Properties (2016) Limited |
| De Volder Staete | NL | 2 | - | 06/07/2021 | Acquisition of a building |
| Sr Lemförde | DE | 9 | - | 13/07/2021 | Acquisition of a building |
| Milbrook Manor | IE | 13 | - | 26/07/2021 | Acquisition of a land and project via Aedifica IE Ltd |
| FUTUREPROOF AEDIFICA |
LETTER TO THE AEDIFICA STAKEHOLDERS IN 2021 |
OUR STRATEGY | BUSINESS REVIEW |
CORPORATE GOVERNANCE |
|
|---|---|---|---|---|---|
| 47 – Aedifica – Annual Financial Report 2021 |
| St.Doolagh's | IE | 3 | - | 26/07/2021 | Acquisition of a land and project via Aedifica IE Ltd |
|---|---|---|---|---|---|
| Sz St. Benedikt | DE | 15 | - | 11/08/2021 | Acquisition of a building |
| Sz Laaberg | DE | 12 | - | 18/08/2021 | Acquisition of a building |
| Dublin Stepaside | IE | 5 | - | 23/08/2021 | Acquisition of a land and project via Aedifica IE Ltd |
| Bälinge Lövsta 9:19 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Sunnersta 120:2 & 120:4 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Bälinge Lövsta 10:140 | SE | 2 | - | 08/09/2021 | Acquisition of a building |
| Almungeberg 1:21 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Hässlinge 2:3 (Part 1) | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Hässlinge 2:3 (Part 2) | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Nyby 3:68 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Emmekalv 4:325 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Hovsta Gryt 7:2 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Steglitsan 2 | SE | 5 | - | 08/09/2021 | Acquisition of a building |
| Västlunda 2:12 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Anderbäck 1:60 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Törsjö 3:204 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Saga 2 | SE | 5 | - | 08/09/2021 | Acquisition of a building |
| Almungeberg 1:22 | SE | 3 | - | 08/09/2021 | Acquisition of a building |
| Sz Altes Kloster | DE | 9 | - | 06/10/2021 | Acquisition of a building |
| Altadore Nursing Home | IE | 18 | - | 08/10/2021 | Acquisition of a land and project via JKP Nursing Home Ltd. |
| Priesty Fields | UK | 19 | - | 20/10/2021 | Acquisition of a building |
| Haus Wedau | DE | 9 | - | 25/10/2021 | Acquisition of a building |
| Haus Marxloh | DE | 6 | - | 25/10/2021 | Acquisition of a building |
| The Uplands | UK | 14 | - | 25/10/2021 | Acquisition of a building |
| Corby Priors Hall Park | UK | 4 | - | 26/11/2021 | Acquisition of a land and project via Sapphire Properties (2016) Limited |
| Seniorenzentrum Borna | DE | 15 | - | 01/12/2021 | Acquisition of a building |
| Alphen Raadhuisstraat | NL | 3 | - | 16/12/2021 | Acquisition of a land and project via Aedifica Sonneborgh Real Estate BV |
| Waarder Molendijk | NL | 3 | - | 16/12/2021 | Acquisition of a building |
| Tiel Bladergroenstraat | NL | 2 | - | 16/12/2021 | Acquisition of a building |
| TOTAL | 613 |
° in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares.
°° and consolidation date in the financial statements.
All these operations are detailed in section 1 of the Financial Report.
The main disposals of the financial year are the following:
| DISPOSALS | Country | Selling price (in million €) |
Disposal date |
|---|---|---|---|
| Randolph House | United Kingdom | 1.3 | 08/02/2021 |
| De Notelaer Olen (plot of land) | Belgium | 0.3 | 22/03/2021 |
| Service-Residenz Schloss Bensberg | Germany | 17.5 | 30/06/2021 |
| Martha Flora Lochem | Netherlands | 2.0 | 02/08/2021 |
| The Elms | United Kingdom | 0.9 | 26/08/2021 |
| Bois de la Pierre (plot of land) | Belgium | 0.2 | 20/09/2021 |
| Residentie La Tour | Netherlands | 9.7 | 06/10/2021 |
| Vinea Domini (plot of land) | Netherlands | 0.0 | 19/11/2021 |
| Devonshire House & Lodge Elburton Heights |
United Kingdom | 7.7 | 23/11/2021 |
| De Notelaer Olen (plot of land) | Belgium | 0.2 | 14/12/2021 |
| Residentie Sibelius | Netherlands | 14.2 | 22/12/2021 |
| TOTAL | 54.0 |
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 48 |
Home Ltd.
Properties (2016) Limited
Sonneborgh Real Estate BV
(in million €)
United Kingdom 7.7 23/11/2021
47 – Aedifica – Annual Financial Report 2021
TOTAL 613
The main disposals of the financial year are the following:
All these operations are detailed in section 1 of the Financial Report.
°° and consolidation date in the financial statements.
Devonshire House & Lodge
Elburton Heights
St.Doolagh's IE 3 - 26/07/2021 Acquisition of a land and project via Aedifica IE Ltd Sz St. Benedikt DE 15 - 11/08/2021 Acquisition of a building Sz Laaberg DE 12 - 18/08/2021 Acquisition of a building Dublin Stepaside IE 5 - 23/08/2021 Acquisition of a land and project via Aedifica IE Ltd Bälinge Lövsta 9:19 SE 3 - 08/09/2021 Acquisition of a building Sunnersta 120:2 & 120:4 SE 3 - 08/09/2021 Acquisition of a building Bälinge Lövsta 10:140 SE 2 - 08/09/2021 Acquisition of a building Almungeberg 1:21 SE 3 - 08/09/2021 Acquisition of a building Hässlinge 2:3 (Part 1) SE 3 - 08/09/2021 Acquisition of a building Hässlinge 2:3 (Part 2) SE 3 - 08/09/2021 Acquisition of a building Nyby 3:68 SE 3 - 08/09/2021 Acquisition of a building Emmekalv 4:325 SE 3 - 08/09/2021 Acquisition of a building Hovsta Gryt 7:2 SE 3 - 08/09/2021 Acquisition of a building Steglitsan 2 SE 5 - 08/09/2021 Acquisition of a building Västlunda 2:12 SE 3 - 08/09/2021 Acquisition of a building Anderbäck 1:60 SE 3 - 08/09/2021 Acquisition of a building Törsjö 3:204 SE 3 - 08/09/2021 Acquisition of a building Saga 2 SE 5 - 08/09/2021 Acquisition of a building Almungeberg 1:22 SE 3 - 08/09/2021 Acquisition of a building Sz Altes Kloster DE 9 - 06/10/2021 Acquisition of a building Altadore Nursing Home IE 18 - 08/10/2021 Acquisition of a land and project via JKP Nursing
Priesty Fields UK 19 - 20/10/2021 Acquisition of a building Haus Wedau DE 9 - 25/10/2021 Acquisition of a building Haus Marxloh DE 6 - 25/10/2021 Acquisition of a building The Uplands UK 14 - 25/10/2021 Acquisition of a building Corby Priors Hall Park UK 4 - 26/11/2021 Acquisition of a land and project via Sapphire
Seniorenzentrum Borna DE 15 - 01/12/2021 Acquisition of a building Alphen Raadhuisstraat NL 3 - 16/12/2021 Acquisition of a land and project via Aedifica
Waarder Molendijk NL 3 - 16/12/2021 Acquisition of a building Tiel Bladergroenstraat NL 2 - 16/12/2021 Acquisition of a building
DISPOSALS Country Selling price Disposal date
Randolph House United Kingdom 1.3 08/02/2021 De Notelaer Olen (plot of land) Belgium 0.3 22/03/2021 Service-Residenz Schloss Bensberg Germany 17.5 30/06/2021 Martha Flora Lochem Netherlands 2.0 02/08/2021 The Elms United Kingdom 0.9 26/08/2021 Bois de la Pierre (plot of land) Belgium 0.2 20/09/2021 Residentie La Tour Netherlands 9.7 06/10/2021 Vinea Domini (plot of land) Netherlands 0.0 19/11/2021
De Notelaer Olen (plot of land) Belgium 0.2 14/12/2021 Residentie Sibelius Netherlands 14.2 22/12/2021
TOTAL 54.0
° in order to determine the number of shares issued, the exchange ratio and/or the value of the acquired shares.
The table below lists all post-balance sheet events up to and including 18 March 2022, the closing date of this report.
| NAME | Date | Transaction | Country | Location |
|---|---|---|---|---|
| Portfolio of 9 Finnish care properties | 28/01/2022 | Disposal of a portfolio of 9 care properties in order to optimise the real estate portfolio |
FI | Finland |
| Jyväskylä Haukankaari | 31/01/2022 | Completion of a development project | FI | Jyväskylä |
| Seniorenhaus Lessingstrasse | 01/02/2022 | Acquisition of a care home following the fulfilment of outstanding conditions |
DE | Wurzen |
| LLT Almere Buiten | 01/02/2022 | Completion of a development project | NL | Almere |
| Het Gouden Hart Soest | 04/02/2022 | Completion of a development project | NL | Soest |
| Market Drayton Great Hales | 17/02/2022 | Announcement of a new development project | UK | Market Drayton |
| Het Gouden Hart Lelystad | 25/02/2022 | Completion of a development project | NL | Lelystad |
| Martha Flora Goes | 28/02/2022 | Completion of a development project | NL | Goes |
| Stepping Stones Blaricum | 28/02/2022 | Completion of a development project | NL | Blaricum |
| Dublin Crumlin | 16/03/2022 | Announcement of a new development project | IE | Dublin |
| Liminka Saunarannantie | 16/03/2022 | Announcement of a new development project | FI | Liminka |
| Kerava Lehmuskatu | 16/03/2022 | Announcement of a new development project | FI | Kerava |
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.
For 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.
| corporations | (in %) | |
|---|---|---|
| Aedifica Invest NV Belgium¹ Subsidiary |
0879.109.317 | 100 |
| Immobe NV Belgium Associate |
0697.566.095 | 25¹¹ |
| Aedifica Asset Management GmbH Germany² Subsidiary |
HRB100562 | 100 |
| Aedifica Verwaltungs GmbH Germany Subsidiary |
HRB111389 | 100 |
| Aedifica Residenzen Nord GmbH & Co. KG Germany Subsidiary |
HRB110850 | 94¹² |
| Aedifica Residenzen 1 GmbH & Co. KG Germany Subsidiary |
HRB112641 | 94¹² |
| Aedifica Residenzen 2 GmbH Germany Subsidiary |
HRB115795 | 94¹² |
| Aedifica Residenzen 3 GmbH Germany Subsidiary |
HRB118227 | 94¹² |
| Aedifica Residenzen West GmbH Germany Subsidiary |
HRB117957 | 94¹² |
| Aedifica Residenzen 4 GmbH Germany Subsidiary |
HRB121918 | 94¹² |
| Aedifica Residenzen 5 GmbH Germany Subsidiary |
HRB36193 | 94¹² |
| Aedifica Residenzen 6 GmbH Germany Subsidiary |
HRB33909 | 94¹² |
| Aedifica Luxemburg I SCS Luxembourg³ Subsidiary |
B128048 | 94¹² |
| Aedifica Luxemburg II SCS Luxembourg Subsidiary |
B139725 | 94¹² |
| Aedifica Luxemburg III SCS Luxembourg Subsidiary |
B143704 | 94¹² |
| Aedifica Luxemburg IV SCS Luxembourg Subsidiary |
B117441 | 94¹² |
| Aedifica Luxemburg V SCS Luxembourg Subsidiary |
B117445 | 94¹² |
| Aedifica Luxemburg VI SCS Luxembourg Subsidiary |
B132154 | 94¹² |
| Aedifica Luxemburg VII SCS Luxembourg Subsidiary |
B117438 | 94¹² |
| Aedifica Luxemburg VIII SCS Luxembourg Subsidiary |
B117437 | 94¹² |
| 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 | 50¹³ |
| Aedifica Sonneborgh Real Estate BV Netherlands Subsidiary |
84,354,267 | 75¹⁴ |
| CHAPP Holdings Limited Jersey⁵ Subsidiary |
109,055 | 100 |
| CHAPP GP Limited Jersey Subsidiary |
109,054 | 100 |
| FUTUREPROOF |
|---|
| AEDIFICA |
LETTER TO THE STAKEHOLDERS
49 – Aedifica – Annual Financial Report 2021
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
|---|---|---|---|---|
| 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 (Ashwood) Limited | Jersey | Subsidiary | 123,701 | 100 |
| Patient Properties (Fountains) Limited | Jersey | Subsidiary | 123,683 | 100 |
| Patient Properties (Blenheim) Limited | Jersey | Subsidiary | 123,679 | 100 |
| Patient Properties (Chatsworth) Limited | Jersey | Subsidiary | 123,697 | 100 |
| Patient Properties (Knights Court) Limited | Jersey | Subsidiary | 123,685 | 100 |
| Patient Properties (Clarendon) Limited | Jersey | Subsidiary | 123,703 | 100 |
| 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 |
| AED Oak Acquisitions (Ottery) Limited | Jersey | Subsidiary | 125,192 | 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 |
| Aureit Holding Oy | Finland⁷ | Subsidiary | 3092783-5 | 100 |
| Hoivatilat Oyj | Finland | Subsidiary | 2241238-0 | 100 |
| As Oy Seinäjoen Kutojankatu | Finland | Subsidiary | 2779544-8 | 100 |
| Koy Espoon Fallåkerinrinne | Finland | Subsidiary | 2241238-0 | 100 |
| Koy Espoon Hirvisuontie | Finland | Subsidiary | 2620688‐3 | 100 |
| Koy Espoon Kurttilantie | Finland | Subsidiary | 2755334‐2 | 100 |
| Koy Espoon Kuurinkallio | Finland | Subsidiary | 3134900-2 | 100 |
| Koy Espoon Matinkartanontie | Finland | Subsidiary | 3201659-2 | 100 |
| Koy Espoon Meriviitantie | Finland | Subsidiary | 3117665-8 | 100 |
| Koy Espoon Oppilaantie | Finland | Subsidiary | 2720369‐2 | 100 |
| Koy Espoon Rajamännynahde | Finland | Subsidiary | 2787263‐4 | 100 |
| Koy Espoon Tikasmäentie | Finland | Subsidiary | 3194972-9 | 100 |
| Koy Espoon Vuoripirtintie | Finland | Subsidiary | 2669018‐5 | 100 |
| Koy Euran Käräjämäentie | Finland | Subsidiary | 2748087‐6 | 100 |
| Koy Hakalahden Majakka | Finland | Subsidiary | 2842931‐9 | 100 |
| Koy Haminan Lepikönranta | Finland | Subsidiary | 2668724-2 | 100 |
| Koy Heinolan Lähteentie | Finland | Subsidiary | 2988685‐3 | 100 |
| Koy Helsingin Ensikodintie 4 | Finland | Subsidiary | 2752188‐5 | 100 |
| Koy Helsingin Kansantie | Finland | Subsidiary | 3220641-7 | 100 |
| Koy Helsingin Pakarituvantie | Finland | Subsidiary | 3214270-8 | 100 |
| Koy Helsingin Työnjohtajankadun Seppä 3 | Finland | Subsidiary | 3131782-8 | 100 |
| Koy Hollolan Sarkatie | Finland | Subsidiary | 3009977-7 | 100 |
| Koy Hämeenlinna Kampuskaarre | Finland | Subsidiary | 2749865‐4 | 100 |
| Koy Hämeenlinnan Jukolanraitti | Finland | Subsidiary | 3175924-7 | 100 |
| Koy Hämeenlinnan Vanha Alikartanontie | Finland | Subsidiary | 2826099‐8 | 100 |
| Koy Iisalmen Eteläinen Puistoraitti | Finland | Subsidiary | 2669024‐9 | 100 |
| Koy Iisalmen Kangaslammintie Koy Iisalmen Petter Kumpulaisentie |
Finland Finland |
Subsidiary Subsidiary |
2840090‐3 | 100 100 |
| Koy Iisalmen Satamakatu | Finland | Subsidiary | 2826102‐6 | 100 |
| Koy Iisalmen Vemmelkuja | Finland | Subsidiary | 2882785‐1 3005776-1 |
100 |
| Koy Janakkalan Kekanahontie | Finland | Subsidiary | 100 | |
| Koy Joutsenon Päiväkoti | Finland | Subsidiary | 2917923‐5 | 100 |
| Koy Jyväskylän Ailakinkatu | Finland | Subsidiary | 2911674‐4 | 100 |
| Koy Jyväskylän Haperontie | Finland | Subsidiary | 2907399‐1 | 100 |
| Koy Jyväskylän Harjutie | Finland | Subsidiary | 2932895‐8 2763296‐4 |
100 |
| AEDIFICA ON | FINANCIAL | ADDITIONAL | ||
|---|---|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA | STATEMENTS | INFORMATION |
| Aedifica – Annual Financial Report 2021 – 50 |
NAME Country Category Register of
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 (Ashwood) Limited Jersey Subsidiary 123,701 100 Patient Properties (Fountains) Limited Jersey Subsidiary 123,683 100 Patient Properties (Blenheim) Limited Jersey Subsidiary 123,679 100 Patient Properties (Chatsworth) Limited Jersey Subsidiary 123,697 100 Patient Properties (Knights Court) Limited Jersey Subsidiary 123,685 100 Patient Properties (Clarendon) Limited Jersey Subsidiary 123,703 100 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 AED Oak Acquisitions (Ottery) Limited Jersey Subsidiary 125,192 100 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 Aureit Holding Oy Finland⁷ Subsidiary 3092783-5 100 Hoivatilat Oyj Finland Subsidiary 2241238-0 100 As Oy Seinäjoen Kutojankatu Finland Subsidiary 2779544-8 100 Koy Espoon Fallåkerinrinne Finland Subsidiary 2241238-0 100 Koy Espoon Hirvisuontie Finland Subsidiary 2620688‐3 100 Koy Espoon Kurttilantie Finland Subsidiary 2755334‐2 100 Koy Espoon Kuurinkallio Finland Subsidiary 3134900-2 100 Koy Espoon Matinkartanontie Finland Subsidiary 3201659-2 100 Koy Espoon Meriviitantie Finland Subsidiary 3117665-8 100 Koy Espoon Oppilaantie Finland Subsidiary 2720369‐2 100 Koy Espoon Rajamännynahde Finland Subsidiary 2787263‐4 100 Koy Espoon Tikasmäentie Finland Subsidiary 3194972-9 100 Koy Espoon Vuoripirtintie Finland Subsidiary 2669018‐5 100 Koy Euran Käräjämäentie Finland Subsidiary 2748087‐6 100 Koy Hakalahden Majakka Finland Subsidiary 2842931‐9 100 Koy Haminan Lepikönranta Finland Subsidiary 2668724-2 100 Koy Heinolan Lähteentie Finland Subsidiary 2988685‐3 100 Koy Helsingin Ensikodintie 4 Finland Subsidiary 2752188‐5 100 Koy Helsingin Kansantie Finland Subsidiary 3220641-7 100 Koy Helsingin Pakarituvantie Finland Subsidiary 3214270-8 100 Koy Helsingin Työnjohtajankadun Seppä 3 Finland Subsidiary 3131782-8 100 Koy Hollolan Sarkatie Finland Subsidiary 3009977-7 100 Koy Hämeenlinna Kampuskaarre Finland Subsidiary 2749865‐4 100 Koy Hämeenlinnan Jukolanraitti Finland Subsidiary 3175924-7 100 Koy Hämeenlinnan Vanha Alikartanontie Finland Subsidiary 2826099‐8 100 Koy Iisalmen Eteläinen Puistoraitti Finland Subsidiary 2669024‐9 100 Koy Iisalmen Kangaslammintie Finland Subsidiary 2840090‐3 100 Koy Iisalmen Petter Kumpulaisentie Finland Subsidiary 2826102‐6 100 Koy Iisalmen Satamakatu Finland Subsidiary 2882785‐1 100 Koy Iisalmen Vemmelkuja Finland Subsidiary 3005776-1 100 Koy Janakkalan Kekanahontie Finland Subsidiary 2917923‐5 100 Koy Joutsenon Päiväkoti Finland Subsidiary 2911674‐4 100 Koy Jyväskylän Ailakinkatu Finland Subsidiary 2907399‐1 100 Koy Jyväskylän Haperontie Finland Subsidiary 2932895‐8 100 Koy Jyväskylän Harjutie Finland Subsidiary 2763296‐4 100
corporations
Capital held (in %)
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
|---|---|---|---|---|
| Koy Jyväskylän Haukankaari | Finland | Subsidiary | 3172893-4 | 100 |
| Koy Jyväskylän Mannisenmäentie | Finland | Subsidiary | 3174128-2 | 100 |
| Koy Jyväskylän Martikaisentien | Finland | Subsidiary | 2816983‐6 | 100 |
| Koy Jyväskylän Palstatie | Finland | Subsidiary | 2575556-5 | 100 |
| Koy Jyväskylän Sulkulantie | Finland | Subsidiary | 2923254‐2 | 100 |
| Koy Jyväskylän Väliharjuntie | Finland | Subsidiary | 2850306-4 | 100 |
| Koy Jyväskylän Vävypojanpolku | Finland | Subsidiary | 2639227‐6 | 100 |
| Koy Järvenpään Yliopettajankatu | Finland | Subsidiary | 2960547‐6 | 100 |
| Koy Kaarinan Nurminiitynkatu | Finland | Subsidiary | 2774063-1 | 100 |
| Koy Kajaanin Erätie | Finland | Subsidiary | 2838030‐8 | 100 |
| Koy Kajaanin Hoikankatu | Finland | Subsidiary | 2749663‐2 | 100 |
| Koy Kajaanin Menninkäisentie | Finland | Subsidiary | 2951667‐6 | 100 |
| Koy Kajaanin Uitontie | Finland | Subsidiary | 2681416‐8 | 100 |
| Koy Kajaanin Valonkatu | Finland | Subsidiary | 3164208-1 | 100 |
| Koy Kalajoen Hannilantie | Finland | Subsidiary | 2870293‐6 | 100 |
| Koy Kangasalan Hilmanhovi | Finland | Subsidiary | 2768549‐2 | 100 |
| Koy Kangasalan Mäntyveräjäntie | Finland | Subsidiary | 2262908‐8 | 100 |
| Koy Kangasalan Rekiäläntie | Finland | Subsidiary | 2688361‐4 | 100 |
| Koy Kaskisten Bladintie | Finland | Subsidiary | 2940754-1 | 100 |
| Koy Kempeleen Ihmemaantie | Finland | Subsidiary | 2224949-9 | 100 |
| Koy Keravan Lehmuskatu | Finland | Subsidiary | 3112115-5 | 100 |
| Koy Keravan Männiköntie | Finland | Subsidiary | 3256470-8 | 100 |
| Koy Keuruun Tehtaantie | Finland | Subsidiary | 2774061‐5 | 100 |
| Koy Kirkkonummen Kotitontunkuja | Finland | Subsidiary | 2877302‐1 | 100 |
| Majakka Kiinteistöt Oy | Finland | Subsidiary | 2692080‐9 | 100 |
| Koy Kokkolan Ankkurikuja | Finland | Subsidiary | 2760856-9 | 100 |
| Koy Kokkolan Kaarlelankatu 68 | Finland | Subsidiary | 2955766‐2 | 100 |
| Koy Kokkolan Vanha Ouluntie | Finland | Subsidiary | 2668743-7 | 100 |
| Koy Kontiolahden Päiväperhosenkatu | Finland | Subsidiary | 2771913‐8 | 100 |
| Koy Kotka Särmääjänkatu 6 | Finland | Subsidiary | 3115519-5 | 100 |
| Koy Kotkan Loitsutie | Finland | Subsidiary | 3169793-9 | 100 |
| Koy Kotkan Metsäkulmankatu | Finland | Subsidiary | 2795792‐9 | 100 |
| Koy Kouvola Vainiolankuja | Finland | Subsidiary | 2225111-8 | 100 |
| Koy Kouvolan Kaartokuja | Finland | Subsidiary | 3134903-7 | 100 |
| Koy Kouvolan Pappilantie | Finland | Subsidiary | 2697590‐6 | 100 |
| Koy Kouvolan Rannikkotie | Finland | Subsidiary | 2792313‐9 | 100 |
| Koy Kouvolan Ruskeasuonkatu | Finland | Subsidiary | 2941695-8 | 100 |
| Koy Kouvolan Vinttikaivontie | Finland | Subsidiary | 2955751-5 | 100 |
| Koy Kuopion Amerikanraitti | Finland | Subsidiary | 100 | |
| Koy Kuopion Männistönkatu | Finland | Subsidiary | 2543325‐9 | 100 |
| Koy Kuopion Opistokuja | Finland | Subsidiary | 2837113‐7 3127190-3 |
100 |
| Koy Kuopion Pirtinkaari | Finland | Subsidiary | 3176660-7 | 100 |
| Koy Kuopion Portti A2 | Finland | Subsidiary | 2873993-1 | 100 |
| Koy Kuopion Rantaraitti | Finland | Subsidiary | 2874104-6 | 100 |
| Koy Kuopion Sipulikatu | Finland | Subsidiary | 100 | |
| Koy Lahden Jahtikatu | Finland | Subsidiary | 2770280‐3 | 100 |
| Koy Lahden Kurenniityntie | Finland | Subsidiary | 2509836‐6 | 100 |
| 2861249‐8 | ||||
| Koy Lahden Makarantie | Finland | Subsidiary | 3008794-4 | 100 |
| Koy Lahden Piisamikatu | Finland | Subsidiary | 2988683-7 | 100 |
| Koy Lahden Vallesmanninkatu A | Finland | Subsidiary | 2861251‐9 | 100 |
| Koy Lahden Vallesmanninkatu B | Finland | Subsidiary | 2675831‐1 | 100 |
| Koy Laihian Jarrumiehentie | Finland | Subsidiary | 2675827‐4 | 100 |
| Koy Lappeenrannan Orioninkatu | Finland | Subsidiary | 2798400‐3 | 100 |
| Koy Laukaan Hytösenkuja | Finland | Subsidiary | 2877591‐6 | 100 |
| Koy Laukaan Peurungantie | Finland | Subsidiary | 2681456‐3 | 100 |
| Koy Laukaan Saratie | Finland | Subsidiary | 2821700-9 | 100 |
| Koy Limingan Kauppakaari | Finland | Subsidiary | 2896187‐4 | 100 |
| Koy Lohjan Ansatie | Finland | Subsidiary | 2553773‐6 | 100 |
| Koy Lohjan Porapojankuja | Finland | Subsidiary | 2768296‐1 | 100 |
| FUTUREPROOF |
|---|
| AEDIFICA |
LETTER TO THE STAKEHOLDERS
51 – Aedifica – Annual Financial Report 2021
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| Koy Lohjan Sahapiha | Finland | Subsidiary | 3130512-2 | 100 |
| Koy Loimaan Itsenäisyydenkatu | Finland | Subsidiary | 3132701-4 | 100 |
| Koy Loviisan Mannerheiminkatu | Finland | Subsidiary | 2887703-1 | 100 |
| Koy Maskun Ruskontie | Finland | Subsidiary | 2648698‐5 | 100 |
| Koy Mikkelin Kastanjakuja | Finland | Subsidiary | 2610017‐3 | 100 |
| Koy Mikkelin Sahalantie | Finland | Subsidiary | 2915481-2 | 100 |
| Koy Mikkelin Väänäsenpolku | Finland | Subsidiary | 3004499-5 | 100 |
| Koy Mikkelin Ylännetie 10 | Finland | Subsidiary | 2864738‐3 | 100 |
| Koy Mikkelin Ylännetie 8 | Finland | Subsidiary | 2751792‐3 | 100 |
| Koy Mynämäen Opintie | Finland | Subsidiary | 2839320‐5 | 100 |
| Koy Mäntsälän Liedontie | Finland | Subsidiary | 2957425‐1 | 100 |
| Koy Mäntyharjun Lääkärinkuja | Finland | Subsidiary | 2505670‐5 | 100 |
| Koy Nokian Kivimiehenkatu | Finland | Subsidiary | 2761813‐4 | 100 |
| Koy Nokian Luhtatie | Finland | Subsidiary | 1056103-9 | 100 |
| Koy Nokian Näsiäkatu | Finland | Subsidiary | 2882228-4 | 100 |
| Koy Nokian Vikkulankatu | Finland | Subsidiary | 2772561‐8 | 100 |
| Koy Nurmijärven Laidunalue Koy Nurmijärven Ratakuja |
Finland Finland |
Subsidiary Subsidiary |
2720339‐3 | 100 100 |
| Koy Nurmijärvi Luhtavillantie | Finland | Subsidiary | 2415548‐8 | 100 |
| Koy Orimattilan Suppulanpolku | Finland | Subsidiary | 2807462‐6 3202629-9 |
100 |
| Koy Oulun Isopurjeentie | Finland | Subsidiary | 100 | |
| Koy Oulun Jahtivoudintie | Finland | Subsidiary | 2750819‐7 2255743-2 |
100 |
| Koy Oulun Juhlamarssi | Finland | Subsidiary | 2759228-8 | 100 |
| Koy Oulun Kehätie | Finland | Subsidiary | 3217953-5 | 100 |
| Koy Oulun Paulareitti | Finland | Subsidiary | 2613681‐1 | 100 |
| Koy Oulun Raamipolku | Finland | Subsidiary | 2512290‐1 | 100 |
| Koy Oulun Rakkakiventie | Finland | Subsidiary | 2798361-7 | 100 |
| Koy Oulun Ruismetsä | Finland | Subsidiary | 100 | |
| Koy Oulun Salonpään koulu | Finland | Subsidiary | 2577582‐2 3008792-8 |
100 |
| Koy Oulun Sarvisuontie | Finland | Subsidiary | 3100847-8 | 100 |
| Koy Oulun Siilotie | Finland | Subsidiary | 2899591‐9 | 100 |
| Koy Oulun Soittajanlenkki | Finland | Subsidiary | 3006511-2 | 100 |
| Koy Oulun Ukkoherrantie A | Finland | Subsidiary | 2920514-9 | 100 |
| Koy Oulun Ukkoherrantie B | Finland | Subsidiary | 3141465-2 | 100 |
| Koy Oulun Valjastie | Finland | Subsidiary | 2781801‐3 | 100 |
| Koy Oulun Villa Sulkakuja | Finland | Subsidiary | 3139840-2 | 100 |
| Koy Oulunsalon Vihannestie | Finland | Subsidiary | 2695880-7 | 100 |
| Koy Paimion Mäkiläntie | Finland | Subsidiary | 3127183-1 | 100 |
| Koy Pieksämäen Ruustinnantie | Finland | Subsidiary | 2853714‐1 | 100 |
| Koy Pihtiputaan Nurmelanpolku | Finland | Subsidiary | 2903250-8 | 100 |
| Koy Pirkkalan Lehtimäentie | Finland | Subsidiary | 2860057‐7 | 100 |
| Koy Pirkkalan Pereensaarentie | Finland | Subsidiary | 2593596‐1 | 100 |
| Koy Porin Kerhotie | Finland | Subsidiary | 2808085‐8 | 100 |
| Koy Porin Koekatu | Finland | Subsidiary | 3145625-4 | 100 |
| Koy Porin Ojantie | Finland | Subsidiary | 2835076‐6 | 100 |
| Koy Porin Palokärjentie | Finland | Subsidiary | 2625961‐9 | 100 |
| Koy Porvoon Fredrika Runebergin katu | Finland | Subsidiary | 2735199‐4 | 100 |
| Koy Porvoon Haarapääskyntie | Finland | Subsidiary | 2760328‐2 | 100 |
| Koy Porvoon Peippolankuja | Finland | Subsidiary | 2951666‐8 | 100 |
| Koy Porvoon Vanha Kuninkaantie | Finland | Subsidiary | 2588814‐9 | 100 |
| Koy Raahe Kirkkokatu | Finland | Subsidiary | 2746305‐6 | 100 |
| Koy Raahen Palokunnanhovi | Finland | Subsidiary | 3143874-2 | 100 |
| Koy Raahen Vihastenkarinkatu | Finland | Subsidiary | 2326426‐0 | 100 |
| Koy Raision Tenavakatu | Finland | Subsidiary | 2917887‐3 | 100 |
| Koy Riihimäen Jyrätie | Finland | Subsidiary | 2553772‐8 | 100 |
| Koy Rovaniemen Gardininkuja | Finland | Subsidiary | 2956737-7 | 100 |
| Koy Rovaniemen Matkavaarantie | Finland | Subsidiary | 3100848-6 | 100 |
| Koy Rovaniemen Muonakuja | Finland | Subsidiary | 2838821‐1 | 100 |
| Koy Rovaniemen Mäkirannantie | Finland | Subsidiary | 3110312-5 | 100 |
| AEDIFICA ON | FINANCIAL | ADDITIONAL | ||
|---|---|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA | STATEMENTS | INFORMATION |
| Aedifica – Annual Financial Report 2021 – 52 |
NAME Country Category Register of
Koy Lohjan Sahapiha Finland Subsidiary 3130512-2 100 Koy Loimaan Itsenäisyydenkatu Finland Subsidiary 3132701-4 100 Koy Loviisan Mannerheiminkatu Finland Subsidiary 2887703-1 100 Koy Maskun Ruskontie Finland Subsidiary 2648698‐5 100 Koy Mikkelin Kastanjakuja Finland Subsidiary 2610017‐3 100 Koy Mikkelin Sahalantie Finland Subsidiary 2915481-2 100 Koy Mikkelin Väänäsenpolku Finland Subsidiary 3004499-5 100 Koy Mikkelin Ylännetie 10 Finland Subsidiary 2864738‐3 100 Koy Mikkelin Ylännetie 8 Finland Subsidiary 2751792‐3 100 Koy Mynämäen Opintie Finland Subsidiary 2839320‐5 100 Koy Mäntsälän Liedontie Finland Subsidiary 2957425‐1 100 Koy Mäntyharjun Lääkärinkuja Finland Subsidiary 2505670‐5 100 Koy Nokian Kivimiehenkatu Finland Subsidiary 2761813‐4 100 Koy Nokian Luhtatie Finland Subsidiary 1056103-9 100 Koy Nokian Näsiäkatu Finland Subsidiary 2882228-4 100 Koy Nokian Vikkulankatu Finland Subsidiary 2772561‐8 100 Koy Nurmijärven Laidunalue Finland Subsidiary 2720339‐3 100 Koy Nurmijärven Ratakuja Finland Subsidiary 2415548‐8 100 Koy Nurmijärvi Luhtavillantie Finland Subsidiary 2807462‐6 100 Koy Orimattilan Suppulanpolku Finland Subsidiary 3202629-9 100 Koy Oulun Isopurjeentie Finland Subsidiary 2750819‐7 100 Koy Oulun Jahtivoudintie Finland Subsidiary 2255743-2 100 Koy Oulun Juhlamarssi Finland Subsidiary 2759228-8 100 Koy Oulun Kehätie Finland Subsidiary 3217953-5 100 Koy Oulun Paulareitti Finland Subsidiary 2613681‐1 100 Koy Oulun Raamipolku Finland Subsidiary 2512290‐1 100 Koy Oulun Rakkakiventie Finland Subsidiary 2798361-7 100 Koy Oulun Ruismetsä Finland Subsidiary 2577582‐2 100 Koy Oulun Salonpään koulu Finland Subsidiary 3008792-8 100 Koy Oulun Sarvisuontie Finland Subsidiary 3100847-8 100 Koy Oulun Siilotie Finland Subsidiary 2899591‐9 100 Koy Oulun Soittajanlenkki Finland Subsidiary 3006511-2 100 Koy Oulun Ukkoherrantie A Finland Subsidiary 2920514-9 100 Koy Oulun Ukkoherrantie B Finland Subsidiary 3141465-2 100 Koy Oulun Valjastie Finland Subsidiary 2781801‐3 100 Koy Oulun Villa Sulkakuja Finland Subsidiary 3139840-2 100 Koy Oulunsalon Vihannestie Finland Subsidiary 2695880-7 100 Koy Paimion Mäkiläntie Finland Subsidiary 3127183-1 100 Koy Pieksämäen Ruustinnantie Finland Subsidiary 2853714‐1 100 Koy Pihtiputaan Nurmelanpolku Finland Subsidiary 2903250-8 100 Koy Pirkkalan Lehtimäentie Finland Subsidiary 2860057‐7 100 Koy Pirkkalan Pereensaarentie Finland Subsidiary 2593596‐1 100 Koy Porin Kerhotie Finland Subsidiary 2808085‐8 100 Koy Porin Koekatu Finland Subsidiary 3145625-4 100 Koy Porin Ojantie Finland Subsidiary 2835076‐6 100 Koy Porin Palokärjentie Finland Subsidiary 2625961‐9 100 Koy Porvoon Fredrika Runebergin katu Finland Subsidiary 2735199‐4 100 Koy Porvoon Haarapääskyntie Finland Subsidiary 2760328‐2 100 Koy Porvoon Peippolankuja Finland Subsidiary 2951666‐8 100 Koy Porvoon Vanha Kuninkaantie Finland Subsidiary 2588814‐9 100 Koy Raahe Kirkkokatu Finland Subsidiary 2746305‐6 100 Koy Raahen Palokunnanhovi Finland Subsidiary 3143874-2 100 Koy Raahen Vihastenkarinkatu Finland Subsidiary 2326426‐0 100 Koy Raision Tenavakatu Finland Subsidiary 2917887‐3 100 Koy Riihimäen Jyrätie Finland Subsidiary 2553772‐8 100 Koy Rovaniemen Gardininkuja Finland Subsidiary 2956737-7 100 Koy Rovaniemen Matkavaarantie Finland Subsidiary 3100848-6 100 Koy Rovaniemen Muonakuja Finland Subsidiary 2838821‐1 100 Koy Rovaniemen Mäkirannantie Finland Subsidiary 3110312-5 100
corporations
Capital held (in %)
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| Koy Rovaniemen Ritarinne | Finland | Subsidiary | 2994385-4 | 100 |
| Koy Rovaniemen Santamäentie | Finland | Subsidiary | 2754616‐9 | 100 |
| Koy Ruskon Päällistönmäentie | Finland | Subsidiary | 3008789-9 | 100 |
| Koy Salon Papinkuja | Finland | Subsidiary | 2789540‐6 | 100 |
| Koy Sastamalan Tyrväänkyläntie | Finland | Subsidiary | 3155224-6 | 100 |
| Koy Siilinjärven Honkarannantie | Finland | Subsidiary | 2872995‐2 | 100 |
| Koy Siilinjärven Nilsiäntie | Finland | Subsidiary | 2947087-4 | 100 |
| Koy Siilinjärven Risulantie | Finland | Subsidiary | 2934834‐2 | 100 |
| Koy Siilinjärven Sinisiipi | Finland | Subsidiary | 2854061‐5 | 100 |
| Koy Sipoon Aarrepuistonkuja | Finland | Subsidiary | 2479104‐6 | 100 |
| Koy Sipoon Aarretie | Finland | Subsidiary | 2878144‐3 | 100 |
| Koy Sipoon Satotalmantie | Finland | Subsidiary | 2870619‐5 | 100 |
| Koy Sotkamon Kirkkotie | Finland | Subsidiary | 2743701‐8 | 100 |
| Koy Tampereen Haiharansuu | Finland | Subsidiary | 2917890‐2 | 100 |
| Koy Tampereen Lentävänniemenkatu | Finland | Subsidiary | 3192647-1 | 100 |
| Koy Tampereen Sisunaukio | Finland | Subsidiary | 2648697‐7 | 100 |
| Koy Teuvan Tuokkolantie | Finland | Subsidiary | 2355346-8 | 100 |
| Koy Tornion Torpin Rinnakkaiskatu | Finland | Subsidiary | 2225109-7 | 100 |
| Koy Turun Lemmontie | Finland | Subsidiary | 2816984‐4 | 100 |
| Koy Turun Lukkosepänkatu | Finland | Subsidiary | 2551472-9 | 100 |
| Koy Turun Malin Trällinkuja | Finland | Subsidiary | 2842686‐3 | 100 |
| Koy Turun Paltankatu (care home) | Finland | Subsidiary | 3171440-1 | 100 |
| Koy Turun Teollisuuskatu | Finland | Subsidiary | 2845199‐7 | 100 |
| Koy Turun Vakiniituntie | Finland | Subsidiary | 2729980‐7 | 100 |
| Koy Turun Vähäheikkiläntie | Finland | Subsidiary | 2648689‐7 | 100 |
| Koy Tuusulan Isokarhunkierto | Finland | Subsidiary | 2660277‐1 | 100 |
| Koy Ulvilan Kulmalantie | Finland | Subsidiary | 3005414-9 | 100 |
| Koy Uudenkaupungin Merilinnuntie | Finland | Subsidiary | 2966954-1 | 100 |
| Koy Uudenkaupungin Merimetsopolku B | Finland | Subsidiary | 100 | |
| Koy Uudenkaupungin Merimetsopolku C | Finland | Subsidiary | 2878831‐1 | 100 |
| Koy Uudenkaupungin Puusepänkatu | Finland | Subsidiary | 2798800‐4 | 100 |
| Koy Vaasan Mäkikaivontie | Finland | Subsidiary | 2797654‐8 | 100 |
| 2766340‐2 | ||||
| Koy Vaasan Tehokatu | Finland | Subsidiary | 1743075-2 | 100 |
| Koy Vaasan Uusmetsäntie | Finland | Subsidiary | 2246849-9 | 100 |
| Koy Vaasan Vanhan Vaasankatu | Finland | Subsidiary | 3000725-4 | 100 |
| Koy Valkeakosken Kirkkotie | Finland | Subsidiary | 2882784‐3 | 100 |
| Koy Vantaan Asolantie (care home) | Finland | Subsidiary | 3244769-1 | 100 |
| Koy Vantaan Koetilankatu | Finland | Subsidiary | 2319120-9 | 100 |
| Koy Vantaan Koivukylän Puistotie | Finland | Subsidiary | 2656382‐1 | 100 |
| Koy Vantaan Mesikukantie | Finland | Subsidiary | 2933844‐3 | 100 |
| Koy Vantaan Punakiventie | Finland | Subsidiary | 2755333‐4 | 100 |
| Koy Vantaan Tuovintie | Finland | Subsidiary | 2675834‐6 | 100 |
| Koy Vantaan Vuohirinne | Finland | Subsidiary | 2711240‐8 | 100 |
| Koy Varkauden Kaura-ahontie | Finland | Subsidiary | 2691248‐9 | 100 |
| Koy Varkauden Savontie | Finland | Subsidiary | 2798803‐9 | 100 |
| Koy Vihdin Hiidenrannantie | Finland | Subsidiary | 2796607‐5 | 100 |
| Koy Vihdin Pengerkuja | Finland | Subsidiary | 2616455‐6 | 100 |
| Koy Vihdin Vanhan sepän tie | Finland | Subsidiary | 2855519‐8 | 100 |
| Koy Ylivieskan Alpuumintie | Finland | Subsidiary | 2625959‐8 | 100 |
| Koy Ylivieskan Mikontie 1 | Finland | Subsidiary | 3004201-7 | 100 |
| Koy Ylivieskan Ratakatu 12 | Finland | Subsidiary | 2850860‐7 | 100 |
| Koy Ylöjärven Mustarastaantie | Finland | Subsidiary | 2850859‐4 | 100 |
| Koy Ylöjärven Työväentalontie | Finland | Subsidiary | 2620686‐7 | 100 |
| Koy Äänekosken Likolahdenkatu | Finland | Subsidiary | 2690219‐2 | 100 |
| Hoivatilat AB | Sweden⁸ | Subsidiary | 559169-2461 | 100 |
| Hoivatilat Holding AB | Sweden | Subsidiary | 559192-8311 | 100 |
| Hoivatilat Holding 2 AB | Sweden | Subsidiary | 559204-7426 | 100 |
| Älmhult Kungskapsgatan AB | Sweden | Subsidiary | 559149-1732 | 100 |
| Norrtälje Östhamra Förskola AB | Sweden | Subsidiary | 559180-2078 | 100 |
| FUTUREPROOF |
|---|
| AEDIFICA |
AEDIFICA
IN 2021 OUR STRATEGY
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
|---|---|---|---|---|
| Gråmunkehöga LSS Boende AB | Sweden | Subsidiary | 559131-8877 | 100 |
| Heby LSS boende AB | Sweden | Subsidiary | 559073-5634 | 100 |
| Förskola Mesta 6:56 AB | Sweden | Subsidiary | 559195-0570 | 100 |
| Förskola Kalleberga AB | Sweden | Subsidiary | 559204-7392 | 100 |
| Strängnäs Bivägen AB | Sweden | Subsidiary | 559232-8685 | 100 |
| Tierp LSS Boende AB | Sweden | Subsidiary | 559218-2876 | 100 |
| Upplands Väsby Havregatan Förskola AB | Sweden | Subsidiary | 559234-9079 | 100 |
| Hoivatilat Holding 3 AB | Sweden | Subsidiary | 559296-1519 | 100 |
| Fanna 24:19 AB (Enköping LSS) |
Sweden | Subsidiary | 559252-4788 | 100 |
| Hoivatilat Holding 4 AB | Sweden | Subsidiary | 559301-4979 | 100 |
| Hoivatilat Holding 5 AB | Sweden | Subsidiary | 559318-8286 | 100 |
| Uppsala Almungeberg 2 LSS boende AB |
Sweden | Subsidiary | 559150-0938 | 100 |
| Örebro Törsjö LSS boende AB | Sweden | Subsidiary | 559163-1931 | 100 |
| Nyköping Anderbäck LSS boende AB |
Sweden | Subsidiary | 559150-0979 | 100 |
| Vallentuna Västlunda LSS boende AB |
Sweden | Subsidiary | 559152-7139 | 100 |
| Växjö LSS boende AB | Sweden | Subsidiary | 559190-6267 | 100 |
| Örebro Hovsta Gryt LSS boende AB | Sweden | Subsidiary | 559152-7147 | 100 |
| Oskarshamn Emmekalv LSS boende AB | Sweden | Subsidiary | 559163-3788 | 100 |
| Lhaolm Nyby LSS boende AB | Sweden | Subsidiary | 559149-6335 | 100 |
| Enköping Hässlinge LSS boende AB | Sweden | Subsidiary | 559152-2247 | 100 |
| Uppsala Almungeberg 1 LSS boende AB | Sweden | Subsidiary | 559131-1468 | 100 |
| Uppsala Bäling Lövsta 1 LSS boende AB | Sweden | Subsidiary | 556908-5391 | 100 |
| Uppsala Sunnersta LSS boende AB | Sweden | Subsidiary | 556900-2024 | 100 |
| Uppsala Bäling Lövsta 2 LSS boende AB | Sweden | Subsidiary | 556864-9460 | 100 |
| Aedifica Ireland Limited | Ireland⁹ | Subsidiary | 683,400 | 100 |
| Prudent Capital Limited | Ireland | Subsidiary | 562,309 | 100 |
| JKP Nursing Home Limited | Ireland | Subsidiary | 483,964 | 100 |
| Mallowville SL | Spain¹⁰ | Subsidiary | B16839649 | 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 Gervinusstraße 15-17 in 60322 Frankfurt am Main (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 companies in the UK are located 8 Sackville Street in London W1S 3DG (United Kingdom).
⁷ All Finnish companies are located Kasarmintie 21, 90130 Oulu (Finland).
⁸ All Swedish companies are located Svärdvägen 21, 18233 Danderyd (Sweden).
⁹ All Irish companies are located 29 Earlsfort Terrace, Dublin 2, Ireland D02 AY28 (Ireland).
¹⁰ Travessera de Gràcia 11, 5ª pl., 08021 Barcelona (Spain).
¹¹ The residual 75% is held by an investor who is unrelated to Aedifica.
¹² The residual 6% is held by an investor who is unrelated to Aedifica.
¹³ The residual 50% is held by a partner who is unrelated to Aedifica.
¹⁴ The residual 25% is held by a partner who is unrelated to Aedifica.
| AEDIFICA ON | FINANCIAL | ADDITIONAL | ||
|---|---|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA | STATEMENTS | INFORMATION |
| Aedifica – Annual Financial Report 2021 – 54 |
53 – Aedifica – Annual Financial Report 2021
Fanna 24:19 AB (Enköping LSS)
Uppsala Almungeberg 2 LSS boende AB
Nyköping Anderbäck LSS boende AB
Vallentuna Västlunda LSS boende AB
in 1040 Brussels (Belgium).
NAME Country Category Register of
Gråmunkehöga LSS Boende AB Sweden Subsidiary 559131-8877 100 Heby LSS boende AB Sweden Subsidiary 559073-5634 100 Förskola Mesta 6:56 AB Sweden Subsidiary 559195-0570 100 Förskola Kalleberga AB Sweden Subsidiary 559204-7392 100 Strängnäs Bivägen AB Sweden Subsidiary 559232-8685 100 Tierp LSS Boende AB Sweden Subsidiary 559218-2876 100 Upplands Väsby Havregatan Förskola AB Sweden Subsidiary 559234-9079 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
Örebro Törsjö LSS boende AB Sweden Subsidiary 559163-1931 100
Växjö LSS boende AB Sweden Subsidiary 559190-6267 100 Örebro Hovsta Gryt LSS boende AB Sweden Subsidiary 559152-7147 100 Oskarshamn Emmekalv LSS boende AB Sweden Subsidiary 559163-3788 100 Lhaolm Nyby LSS boende AB Sweden Subsidiary 559149-6335 100 Enköping Hässlinge LSS boende AB Sweden Subsidiary 559152-2247 100 Uppsala Almungeberg 1 LSS boende AB Sweden Subsidiary 559131-1468 100 Uppsala Bäling Lövsta 1 LSS boende AB Sweden Subsidiary 556908-5391 100 Uppsala Sunnersta LSS boende AB Sweden Subsidiary 556900-2024 100 Uppsala Bäling Lövsta 2 LSS boende AB Sweden Subsidiary 556864-9460 100 Aedifica Ireland Limited Ireland⁹ Subsidiary 683,400 100 Prudent Capital Limited Ireland Subsidiary 562,309 100 JKP Nursing Home Limited Ireland Subsidiary 483,964 100 Mallowville SL Spain¹⁰ Subsidiary B16839649 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
² All German companies are located Gervinusstraße 15-17 in 60322 Frankfurt am Main (Germany). ³ All Luxembourg companies are located rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg).
⁶ All companies in the UK are located 8 Sackville Street in London W1S 3DG (United Kingdom).
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).
⁷ All Finnish companies are located Kasarmintie 21, 90130 Oulu (Finland). ⁸ All Swedish companies are located Svärdvägen 21, 18233 Danderyd (Sweden). ⁹ All Irish companies are located 29 Earlsfort Terrace, Dublin 2, Ireland D02 AY28 (Ireland).
¹⁰ Travessera de Gràcia 11, 5ª pl., 08021 Barcelona (Spain). ¹¹ The residual 75% is held by an investor who is unrelated to Aedifica. ¹² The residual 6% is held by an investor who is unrelated to Aedifica. ¹³ The residual 50% is held by a partner who is unrelated to Aedifica. ¹⁴ The residual 25% is held by a partner who is unrelated to Aedifica.
corporations
Sweden Subsidiary 559252-4788 100
Sweden Subsidiary 559150-0938 100
Sweden Subsidiary 559150-0979 100
Sweden Subsidiary 559152-7139 100
Capital held (in %)
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Consolidated debt-to-assets ratio (max. 65%) | ||
| Non-current financial debts | 1,756,679 | 1,062,297 |
| Other non-current financial liabilities (except for hedging instruments) + |
62,828 | 56,840 |
| Trade debts and other non-current debts + |
500 | 0 |
| Current financial debts + |
324,398 | 604,402 |
| Other current financial liabilities (except for hedging instruments) + |
2,616 | 2,077 |
| Trade debts and other current debts + |
50,109 | 32,067 |
| Total liabilities according to the Royal Decree of 13 July 2014 = |
2,197,130 | 1,757,683 |
| Total assets | 5,161,867 | 4,067,175 |
| Hedging instruments - |
-6,720 | -234 |
| Total assets according to the Royal Decree of 13 July 2014 = |
5,155,147 | 4,066,941 |
| Debt-to-assets ratio (in %) / |
42.62% | 43.22% |
| Additional debt capacity - debt ratio at 60% | 895,958 | 682,482 |
| Additional debt capacity - debt ratio at 65% | 1,153,716 | 885,829 |
See section 1.2 of the 'Risk Factors' chapter of the 2021 Annual Financial Report.
Aedifica's properties are valued quarterly by the following independent valuation experts: Cushman & Wakefield NV/SA, Stadim BV/SRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy, JLL Valuation AB and CBRE Unlimited Company.
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) | 31/12/2021 | 31/12/2020 | ||||
|---|---|---|---|---|---|---|
| Category | Level | Book value | Fair value | Book value | Fair value | |
| Non-current assets | ||||||
| Non-current financial assets | 7,479 | 7,479 | 1,162 | 1,162 | ||
| a. Hedges | C | 2 | 6,720 | 6,720 | 234 | 234 |
| b. Other | A | 2 | 759 | 759 | 928 | 928 |
| Equity-accounted investments | C | 2 | 40,522 | 40,522 | 36,998 | 36,998 |
| Current assets | ||||||
| Trade receivables | A | 2 | 20,434 | 20,434 | 12,698 | 12,698 |
| Tax receivables and other current assets | A | 2 | 7,368 | 7,368 | 5,177 | 5,177 |
| Cash and cash equivalents | A | 1 | 15,335 | 15,335 | 23,546 | 23,546 |
| Non-current liabilities | ||||||
| Non-current financial debts | A | 2 | -1,756,679 | -1,747,144 | -1,062,297 | -1,078,770 |
| Other non-current financial liabilities | ||||||
| a. Authorised hedges | C | 2 | -33,326 | -33,326 | -51,220 | -51,220 |
| b. Other | A | 2 | -62,828 | -62,828 | -56,840 | -56,840 |
| Current liabilities | ||||||
| Current financial debts | A | 2 | -324,398 | -324,398 | -604,402 | -604,402 |
| Trade debts and other current debts | A | 2 | -49,811 | -49,811 | -29,772 | -29,772 |
| Other current financial liabilities | A | 2 | -2,616 | -2,616 | -2,077 | -2,077 |
| FUTUREPROOF | LETTER TO THE | AEDIFICA | OUR STRATEGY | BUSINESS | CORPORATE |
|---|---|---|---|---|---|
| AEDIFICA | STAKEHOLDERS | IN 2021 | REVIEW | GOVERNANCE | |
| 55 – Aedifica – Annual Financial Report 2021 |
These categories follow the classification specified by IFRS 9:
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.
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).
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
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) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Marketable investment properties | 4,651,161 | 3,615,394 |
| + Right of use of plots of land | 57,947 | 51,825 |
| + Development projects | 151,954 | 141,320 |
| Investment properties | 4,861,062 | 3,808,539 |
| + Assets classified as held for sale | 35,360 | 6,128 |
| Investment properties including assets classified as held for sale, or real estate portfolio | 4,896,422 | 3,814,667 |
| - Development projects | -151,954 | -141,320 |
| Marketable investment properties including assets classified as held for sale*, or investment properties portfolio |
4,744,468 | 3,673,347 |
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. Due to the extension of the financial year by six months up to and including 31 December 2020 and in order to allow comparison with the previous period, the rental income on a like-for-like basis* was calculated on a period of twelve months.
| (x €1,000) | 01/01/2021 - 31/12/2021 |
01/01/2020 - 31/12/2020 |
|---|---|---|
| Rental income | 232,118 | 187,535 |
| - Scope changes | -51,537 | -10,240 |
| = Rental income on a like-for-like basis* | 180,581 | 177,295 |
– Other' (see Notes 16 and 24).
statements of other companies
information.
portfolio
Note 44.1: Investment properties
Note 44.2: Rental income on a like-for-like basis*
These categories follow the classification specified by IFRS 9:
(see IFRS 9), where changes in fair value are recognised in equity.
Note 44: Alternative Performance Measures (APMs)
Note 43: Put options granted to non-controlling shareholders
category C: assets or liabilities that must be measured at fair value through the net income.
category A: financial assets or liabilities (including accounts receivable and loans) carried at amortised cost;
Authorised hedging instruments belong to category C, except for hedging instruments that meet the requirements of hedge accounting
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
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
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
(x €1,000) 31/12/2021 31/12/2020
Marketable investment properties 4,651,161 3,615,394 + Right of use of plots of land 57,947 51,825 + Development projects 151,954 141,320 Investment properties 4,861,062 3,808,539 + Assets classified as held for sale 35,360 6,128 Investment properties including assets classified as held for sale*, or real estate portfolio* 4,896,422 3,814,667 - Development projects -151,954 -141,320
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. Due to the extension of the financial year by six months up to and including 31 December 2020 and in order to allow comparison with
Rental income 232,118 187,535 - Scope changes -51,537 -10,240 = Rental income on a like-for-like basis* 180,581 177,295
(x €1,000) 01/01/2021 -
Marketable investment properties including assets classified as held for sale*, or investment properties
the previous period, the rental income on a like-for-like basis* was calculated on a period of twelve months.
Aedifica – Annual Financial Report 2021 – 56
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.
| 31/12/2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (x €1,000) | BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment items |
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 |
| (x €1,000) | BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment items |
TOTAL |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT RESULT | |||||||||||
| Rental income (a) | 58,228 | 35,625 | 24,627 | 41,754 | 27,029 | 272 | - | - | - | - | 187,535 |
| Net rental income (b) | 58,251 | 35,623 | 24,234 | 39,773 | 26,630 | 272 | - | - | - | - | 184,783 |
| Property result (c) | 58,237 | 35,265 | 24,295 | 39,626 | 27,081 | 269 | - | - | - | - | 184,773 |
| Property operating result (d) | 58,181 | 33,839 | 23,584 | 36,779 | 26,168 | 77 | - | - | - | - | 178,628 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
58,181 | 33,839 | 23,584 | 36,779 | 26,168 | 77 | - | - | -27,074 | - | 151,554 |
| Operating margin* (d)/(b) | 96.7% |
|---|---|
| EBIT margin* (e)/(b) | 82.0% |
| Operating charges* (e)-(b) | 33,229 |
| 31/12/2020 (18 months) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (x €1,000) | BE | DE | NL | UK | FI | SE | IE | ES | Non allocated |
Inter segment items |
TOTAL |
| SEGMENT RESULT | |||||||||||
| Rental income (a) | 86,682 | 49,174 | 35,537 | 60,811 | 27,029 | 272 | - | - | - | - | 259,505 |
| Net rental income (b) | 86,667 | 49,168 | 35,144 | 58,280 | 26,630 | 272 | - | - | - | - | 256,161 |
| Property result (c) | 86,655 | 48,802 | 35,274 | 58,133 | 27,081 | 269 | - | - | - | - | 256,214 |
| Property operating result (d) | 86,614 | 46,750 | 34,130 | 53,964 | 26,168 | 77 | - | - | - | - | 247,703 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
86,614 | 46,750 | 34,130 | 53,964 | 26,168 | 77 | - | - | -36,081 | - | 211,622 |
| Operating margin* (d)/(b) | 96.7% | ||||||||||
| EBIT margin* (e)/(b) | 82.6% |
Operating charges* (e)-(b) 44,539
4,744,468 3,673,347
01/01/2020 - 31/12/2020
31/12/2021
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) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|---|---|---|---|
| XX. Financial income | 843 | 488 | 478 |
| XXI. Net interest charges | -27,548 | -25,135 | -33,688 |
| XXII. Other financial charges | -5,457 | -3,676 | -5,545 |
| Financial result excl. changes in fair value of financial instruments* | -32,162 | -28,323 | -38,755 |
Aedifica uses average effective interest rate* and average effective interest rate before deduction of capitalised or reinvoiced interests* and IFRS 16 to reflect the costs of its financial debts; however, these performance measures are not defined under IFRS. They represent annualised net interest charges (after or before capitalised or reinvoiced interests and IFRS 16) divided by weighted average financial debts.
| (x €1,000) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| XXI. Net interest charges | -27,548 | -33,688 |
| Capitalised or reinvoiced interests | 3,647 | 2,491 |
| Interest cost related to leasing debts booked in accordance with IFRS 16 | -984 | -824 |
| Annualised net interest charges (a) | -27,171 | -22,050 |
| Annualised net interest charges before capitalised or reinvoiced interests and IFRS 16 (b) | -29,798 | -23,141 |
| Weighted average financial debts (c) | 1,906,683 | 1,457,466 |
| Average effective interest rate* (a)/(c) | 1.5% | |
| Average effective interest rate before capitalised or reinvoiced interests and IFRS 16* (b)/(c) | 1.6% | 1.6% |
On 31 December 2021, the average effective interest rate* (a)/(c) including commitment fees (see Note 15) would be 1.6% (31 December 2020: 1.7%).
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) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Equity attributable to owners of the parent | 2,781,171 | 2,170,311 |
| - Effect of the distribution of the final dividend 2019/2020 | 0 | -47,181 |
| Sub-total excl. effect of the distribution of the dividend 2019/2020 | 2,123,130 | |
| - Effect of the changes in fair value of hedging instruments | 27,317 | 52,212 |
| Equity excl. changes in fair value of hedging instruments* | 2,808,488 | 2,175,342 |
income statement.
Note 44.5: Interest rate
1.7%).
Note 44.6: Equity
Note 44.4: Financial result excl. changes in fair value of financial instruments*
without cumulated non-cash effects of the revaluation of hedging 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
XX. Financial income 843 488 478 XXI. Net interest charges -27,548 -25,135 -33,688 XXII. Other financial charges -5,457 -3,676 -5,545 Financial result excl. changes in fair value of financial instruments* -32,162 -28,323 -38,755
Aedifica uses average effective interest rate* and average effective interest rate before deduction of capitalised or reinvoiced interests* and IFRS 16 to reflect the costs of its financial debts; however, these performance measures are not defined under IFRS. They represent annualised
(x €1,000) 31/12/2021 31/12/2020
XXI. Net interest charges -27,548 -33,688 Capitalised or reinvoiced interests 3,647 2,491 Interest cost related to leasing debts booked in accordance with IFRS 16 -984 -824 Annualised net interest charges (a) -27,171 -22,050 Annualised net interest charges before capitalised or reinvoiced interests and IFRS 16 (b) -29,798 -23,141 Weighted average financial debts (c) 1,906,683 1,457,466 Average effective interest rate* (a)/(c) 1.4% 1.5% Average effective interest rate before capitalised or reinvoiced interests and IFRS 16* (b)/(c) 1.6% 1.6%
On 31 December 2021, the average effective interest rate* (a)/(c) including commitment fees (see Note 15) would be 1.6% (31 December 2020:
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'
(x €1,000) 31/12/2021 31/12/2020
Equity attributable to owners of the parent 2,781,171 2,170,311 - Effect of the distribution of the final dividend 2019/2020 0 -47,181 Sub-total excl. effect of the distribution of the dividend 2019/2020 2,781,171 2,123,130 - Effect of the changes in fair value of hedging instruments 27,317 52,212 Equity excl. changes in fair value of hedging instruments* 2,808,488 2,175,342
(12 months restated period) 31/12/2020 (18 months)
(x €1,000) 31/12/2021 31/12/2020
net interest charges (after or before capitalised or reinvoiced interests and IFRS 16) divided by weighted average financial debts.
Aedifica – Annual Financial Report 2021 – 58
Aedifica supports reporting standardisation, which has been designed to improve the quality and comparability of information. The Company supplies its investors with most of the information recommended by EPRA (see pages 152-163). The following indicators are considered as APMs:
During the 2021 financial year, the Group completed the following business combination:
Information regarding the net asset acquired, goodwill and their consideration are given in the table below.
| (x £ 1.000) | Fair value |
|---|---|
| Tax receivables and other current assets | 218 |
| Deferred charges and accrued income | 17 |
| Cash and cash equivalents | 115 |
| Trade debts and other non-current debts | -34 |
| Accrued charges and deferred income | -10 |
| Net asset acquired | 306 |
| Goodwill | 3,043 |
| Consideration | 3,349 |
| of which cash consideration | 3,349 |
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.
| Year ending on 31 December (x €1,000) | 31/12/2021 | 31/12/2020 (12 months - restated period) |
31/12/2020 (18 months) |
|
|---|---|---|---|---|
| I. | Rental income | 85,482 | 74,744 | 110,255 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | 0 |
| III. | Rental-related charges | -1 | 23 | -67 |
| Net rental income | 85,481 | 74,767 | 110,188 | |
| IV. | Recovery of property charges | 0 | 0 | 0 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties | 1,158 | 1,377 | 1,608 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 | 0 |
| VII. | Charges and taxes not recovered by the tenant on let properties according to the income statement |
-1,111 | -1,377 | -1,608 |
| VIII. | Other rental-related income and charges | -47 | -79 | -107 |
| Property result | 85,481 | 74,688 | 110,081 | |
| IX. | Technical costs | -163 | -181 | -264 |
| X. | Commercial costs | 0 | 0 | 0 |
| XI. | Charges and taxes on unlet properties | -2 | 0 | 0 |
| XII. | Property management costs | -95 | -601 | -822 |
| XIII. | Other property charges | 0 | 65 | 201 |
| Property charges | -260 | -717 | -885 | |
| Property operating result | 85,221 | 73,971 | 109,196 | |
| XIV. | Overheads | -17,175 | -14,848 | -21,950 |
| XV. | Other operating income and charges | 673 | 1,929 | 3,995 |
| Operating result before result on portfolio | 68,719 | 61,051 | 91,241 | |
| XVI. | Gains and losses on disposals of investment properties | 199 | 0 | 0 |
| XVII. | Gains and losses on disposals of other non-financial assets | 0 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 32,487 | 19,308 | 38,635 |
| XIX. | Other result on portfolio | -2,239 | 462 | -781 |
| Operating result | 99,166 | 80,822 | 129,095 | |
| XX. | Financial income | 116,143 | 64,521 | 98,693 |
| XXI. | Net interest charges | -25,505 | -22,556 | -31,362 |
| XXII. | Other financial charges | -5,296 | -3,128 | -5,218 |
| XXIII. | Changes in fair value of financial assets and liabilities | 14,621 | -4,620 | -858 |
| Net finance costs | 99,963 | 34,218 | 61,255 | |
| XXIV. | Share in the profit or loss of associates and joint ventures accounted for using the equity method |
3,525 | 1,144 | 3,066 |
| Profit before tax (loss) | 202,654 | 116,183 | 193,416 | |
| XXV. | Corporate tax | -4,359 | -5,040 | -6,615 |
| XXVI. | Exit tax | -121 | 0 | 0 |
| Tax expense | -4,480 | -5,040 | -6,615 | |
| Profit (loss) | 198,174 | 111,143 | 186,801 | |
| Basic earnings per share (€) | 5.70 | 4.05 | 7.05 | |
| Diluted earnings per share (€) | 5.70 | 4.05 | 7.05 |
2021
lease
statement
method
on the Company's website (www.aedifica.eu) or on request at the Company's headquarters.
VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at end of
VII. Charges and taxes not recovered by the tenant on let properties according to the income
XXIV. Share in the profit or loss of associates and joint ventures accounted for using the equity
Abridged Statutory Income Statement
The statutory auditor released an unqualified opinion on the Statutory Financial Statements of Aedifica NV/SA.
Year ending on 31 December (x €1,000) 31/12/2021 31/12/2020
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
I. Rental income 85,482 74,744 110,255 II. Writeback of lease payments sold and discounted 0 0 0 III. Rental-related charges -1 23 -67 Net rental income 85,481 74,767 110,188 IV. Recovery of property charges 0 0 0 V. Recovery of rental charges and taxes normally paid by tenants on let properties 1,158 1,377 1,608
VIII. Other rental-related income and charges -47 -79 -107 Property result 85,481 74,688 110,081 IX. Technical costs -163 -181 -264 X. Commercial costs 0 0 0 XI. Charges and taxes on unlet properties -2 0 0 XII. Property management costs -95 -601 -822 XIII. Other property charges 0 65 201 Property charges -260 -717 -885 Property operating result 85,221 73,971 109,196 XIV. Overheads -17,175 -14,848 -21,950 XV. Other operating income and charges 673 1,929 3,995 Operating result before result on portfolio 68,719 61,051 91,241 XVI. Gains and losses on disposals of investment properties 199 0 0 XVII. Gains and losses on disposals of other non-financial assets 0 0 0 XVIII. Changes in fair value of investment properties 32,487 19,308 38,635 XIX. Other result on portfolio -2,239 462 -781 Operating result 99,166 80,822 129,095 XX. Financial income 116,143 64,521 98,693 XXI. Net interest charges -25,505 -22,556 -31,362 XXII. Other financial charges -5,296 -3,128 -5,218 XXIII. Changes in fair value of financial assets and liabilities 14,621 -4,620 -858 Net finance costs 99,963 34,218 61,255
Profit before tax (loss) 202,654 116,183 193,416 XXV. Corporate tax -4,359 -5,040 -6,615 XXVI. Exit tax -121 0 0 Tax expense -4,480 -5,040 -6,615 Profit (loss) 198,174 111,143 186,801
Basic earnings per share (€) 5.70 4.05 7.05 Diluted earnings per share (€) 5.70 4.05 7.05
(12 months restated period)
0 0 0
-1,111 -1,377 -1,608
3,525 1,144 3,066
31/12/2020 (18 months) Aedifica – Annual Financial Report 2021 – 60
| Year ending on 31 December (x €1,000) | 31/12/2021 | 31/12/2020 | ||
|---|---|---|---|---|
| I. | Profit (loss) | 198,174 | 186,801 | |
| 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 |
4,273 | -3,419 | |
| D. | Currency translation differences linked to conversion of foreign activities | 0 | 0 | |
| H. | Other comprehensive income, net of taxes | 6,179 | 5,150 | |
| Comprehensive income | 208,626 | 188,532 |
| ASSETS | 31/12/2021 | 31/12/2020 | |
|---|---|---|---|
| Year ending on 31 December (x €1,000) | |||
| I. | Non-current assets | ||
| A. | Goodwill | 0 | 0 |
| B. | Intangible assets | 1,772 | 1,716 |
| C. | Investment properties | 1,819,073 | 1,421,696 |
| D. | Other tangible assets | 1,873 | 2,519 |
| E. | Non-current financial assets | 2,166,278 | 2,121,515 |
| F. | Finance lease receivables | 0 | 0 |
| G. | Trade receivables and other non-current assets | 0 | 0 |
| H. | Deferred tax assets | 1,071 | 0 |
| Total non-current assets | 3,990,067 | 3,547,446 | |
| II. | Current assets | ||
| A. | Assets classified as held for sale | 0 | 165 |
| B. | Current financial assets | 0 | 0 |
| C. | Finance lease receivables | 0 | 0 |
| D. | Trade receivables | 11,024 | 8,310 |
| E. | Tax receivables and other current assets | 466,381 | 6,049 |
| F. | Cash and cash equivalents | 5,352 | 3,815 |
| G. | Deferred charges and accrued income | 2,239 | 780 |
| Total current assets | 484,996 | 19,119 | |
| TOTAL ASSETS | 4,475,063 | 3,566,565 |
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
| EQUITY AND LIABILITIES | 31/12/2021 | 31/12/2020 | |
|---|---|---|---|
| Year ending on 31 December (x €1,000) | |||
| EQUITY | |||
| A. | Capital | 917,101 | 836,401 |
| B. | Share premium account | 1,301,002 | 1,054,109 |
| C. | Reserves | 219,634 | 69,562 |
| a. Legal reserve | 0 | 0 | |
| b. Reserve for the balance of changes in fair value of investment properties | 221,638 | 181,026 | |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties | -31,761 | -26,769 | |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-12,784 | -23,233 | |
| 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 | -22,964 | |
| f. Reserve of exchange differences relating to foreign currency monetary items | 70 | -4,746 | |
| g. Foreign currency translation reserves | 0 | 0 | |
| h. Reserve for treasury shares | 0 | 0 | |
| k. Reserve for deferred taxes on investment properties located abroad | -6,240 | -2,630 | |
| m. Other reserves | 3,015 | -1,805 | |
| n. Result brought forward from previous years | 63,622 | -33,712 | |
| o. Reserve- share NI & OCI of equity method invest | 5,894 | 4,395 | |
| D. | Profit (loss) of the year | 198,174 | 186,801 |
| TOTAL EQUITY | 2,635,911 | 2,146,873 | |
| LIABILITIES | |||
| I. | Non-current liabilities | ||
| A. | Provisions | 0 | 0 |
| B. | Non-current financial debts | 1,480,304 | 828,953 |
| a. Borrowings | 683,147 | 752,068 | |
| c. Other | 797,157 | 76,885 | |
| C. | Other non-current financial liabilities | 36,028 | 50,193 |
| a. Authorised hedges | 32,130 | 48,998 | |
| b. Other | 3,898 | 1,195 | |
| D. | Trade debts and other non-current debts | 0 | 0 |
| E. | Other non-current liabilities | 0 | 0 |
| F. | Deferred tax liabilities | 9,929 | 7,736 |
| Non-current liabilities | 1,526,261 | 886,882 | |
| II. | Current liabilities | ||
| A. | Provisions | 0 | 0 |
| B. | Current financial debts | 290,033 | 516,210 |
| a. Borrowings | 40,033 | 266,210 | |
| c. Other | 250,000 | 250,000 | |
| C. | Other current financial liabilities | 606 | 441 |
| D. | Trade debts and other current debts | 12,150 | 12,245 |
| a. Exit tax | 298 | 315 | |
| b. Other | 11,852 | 11,930 | |
| E. | Other current liabilities | 0 | 0 |
| F. | Accrued charges and deferred income | 10,102 | 3,914 |
| Total current liabilities | 312,891 | 532,810 | |
| TOTAL LIABILITIES | 1,839,152 | 1,419,692 | |
| TOTAL EQUITY AND LIABILITIES | 4,475,063 | 3,566,565 |
Year ending on 31 December (x €1,000)
accounting as defined under IFRS
hedge accounting as defined under IFRS
EQUITY
LIABILITIES
I. Non-current liabilities
II. Current liabilities
EQUITY AND LIABILITIES 31/12/2021 31/12/2020
A. Capital 917,101 836,401 B. Share premium account 1,301,002 1,054,109 C. Reserves 219,634 69,562 a. Legal reserve 0 0 b. Reserve for the balance of changes in fair value of investment properties 221,638 181,026 c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties -31,761 -26,769
f. Reserve of exchange differences relating to foreign currency monetary items 70 -4,746 g. Foreign currency translation reserves 0 0 h. Reserve for treasury shares 0 0 k. Reserve for deferred taxes on investment properties located abroad -6,240 -2,630 m. Other reserves 3,015 -1,805 n. Result brought forward from previous years 63,622 -33,712 o. Reserve- share NI & OCI of equity method invest 5,894 4,395 D. Profit (loss) of the year 198,174 186,801
TOTAL EQUITY 2,635,911 2,146,873
A. Provisions 0 0 B. Non-current financial debts 1,480,304 828,953 a. Borrowings 683,147 752,068 c. Other 797,157 76,885 C. Other non-current financial liabilities 36,028 50,193 a. Authorised hedges 32,130 48,998 b. Other 3,898 1,195 D. Trade debts and other non-current debts 0 0 E. Other non-current liabilities 0 0 F. Deferred tax liabilities 9,929 7,736 Non-current liabilities 1,526,261 886,882
A. Provisions 0 0 B. Current financial debts 290,033 516,210 a. Borrowings 40,033 266,210 c. Other 250,000 250,000 C. Other current financial liabilities 606 441 D. Trade debts and other current debts 12,150 12,245 a. Exit tax 298 315 b. Other 11,852 11,930 E. Other current liabilities 0 0 F. Accrued charges and deferred income 10,102 3,914
Total current liabilities 312,891 532,810
TOTAL LIABILITIES 1,839,152 1,419,692
TOTAL EQUITY AND LIABILITIES 4,475,063 3,566,565
-12,784 -23,233
-23,820 -22,964
d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge
e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for
Aedifica – Annual Financial Report 2021 – 62
| (x €1,000) | 01/07/2019 | Capital increase in cash |
Capital increase in kind |
Interim dividend |
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 |
31/12/2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 624,713 | 198,311 | 13,377 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 836,401 |
| Share premium account |
565,068 | 455,814 | 33,227 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,054,109 |
| Reserves | 106,674 | 0 | 0 | -75,309 | 0 | 1,731 | 36,466 | 0 | 0 | 0 | 69,562 |
| a. Legal reserve | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
147,528 | 0 | 0 | 0 | 0 | 0 | 31,702 | 1,796 | 0 | 0 | 181,027 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-21,925 | 0 | 0 | 0 | 0 | 0 | -4,854 | 10 | 0 | 0 | -26,769 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-24,960 | 0 | 0 | 0 | 0 | 1,731 | -4 | 0 | 0 | 0 | -23,233 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-18,991 | 0 | 0 | 0 | 0 | 0 | -3,973 | 0 | 0 | 0 | -22,964 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
0 | 0 | 0 | 0 | 0 | 0 | -4,746 | 0 | 0 | 0 | -4,746 |
| g. Foreign currency translation reserves |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| h. Reserve for treasury | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| shares k. Reserve for deferred taxes on investment properties located abroad |
-1,694 | 0 | 0 | 0 | 0 | 0 | -936 | 0 | 0 | 0 | -2,630 |
| m. Other reserves | 798 | 0 | 0 | 0 | 0 | 0 | -796 | -1,805 | 0 | 0 | -1,806 |
| n. Result brought forward from previous years |
25,919 | 0 | 0 | -75,309 | 0 | 0 | 20,072 | 0 | -4,395 | 0 | -33,712 |
| o. Reserve- share NI & OCI of equity method invest |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,395 | 0 | 4,395 |
| Profit (loss) | 90,689 | 0 | 0 | 0 | 0 | 186,802 | -90,689 | 0 | 0 | 0 | 186,801 |
| TOTAL EQUITY | 1,387,144 | 654,125 | 46,604 | -75,309 | 0 | 188,533 | -54,223 | 0 | 0 | 0 | 2,146,873 |
| FUTUREPROOF | |
|---|---|
| AEDIFICA |
IN 2021 OUR STRATEGY
BUSINESS REVIEW
| (x €1,000) | 01/01/2021 | Capital increase in cash |
Capital increase in kind |
Interim dividend |
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 | 0 | -1 | 917,101 |
| Share premium account | 1,054,109 | 211,714 | 35,179 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,301,002 |
| Reserves | 69,562 | 0 | 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 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
181,027 | 0 | 0 | 0 | 0 | 0 | 44,498 | -3,886 | 0 | 0 | 221,639 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-26,769 | 0 | 0 | 0 | 0 | 0 | -5,863 | 871 | 0 | 0 | -31,761 |
| 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 | 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 | 0 | -856 | 0 | 0 | 0 | -23,820 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-4,746 | 0 | 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 | 0 |
| h. Reserve for treasury shares |
0 | 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 | 0 | -3,611 | 0 | 0 | 1 | -6,240 |
| m. Other reserves | -1,806 | 0 | 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 | 0 | 97,334 | 0 | 0 | 0 | 63,622 |
| o. Reserve- share NI & OCI of equity method invest |
4,395 | 0 | 0 | 0 | 0 | 0 | 1,499 | 0 | 0 | 0 | 5,894 |
| Profit (loss) | 186,801 | 0 | 0 | 0 | 0 | 198,174 | -186,801 | 0 | 0 | 0 | 198,174 |
| TOTAL EQUITY | 2,146,873 | 281,317 | 46,277 | 0 | 0 | 208,626 | -47,181 | 0 | 0 | -1 | 2,635,911 |
(x €1,000) 01/01/2021 Capital
b. Reserve for the balance of changes in fair value of investment properties
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties
d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS
e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS
f. Reserve of exchange differences relating to foreign currency monetary
g. Foreign currency translation reserves
h. Reserve for treasury
k. Reserve for deferred taxes on investment properties located abroad
n. Result brought forward from previous years
o. Reserve- share NI & OCI of equity method invest
items
shares
increase in cash
Capital increase in kind
Interim dividend
Acquisitions / disposals of treasury shares
Capital 836,401 69,603 11,098 0 0 0 0 0 0 -1 917,101 Share premium account 1,054,109 211,714 35,179 0 0 0 0 0 0 0 1,301,002 Reserves 69,562 0 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 0
m. Other reserves -1,806 0 0 0 0 0 1,806 3,015 0 -1 3,014
Profit (loss) 186,801 0 0 0 0 198,174 -186,801 0 0 0 198,174 TOTAL EQUITY 2,146,873 281,317 46,277 0 0 208,626 -47,181 0 0 -1 2,635,911
Consolidated comprehensive income
181,027 0 0 0 0 0 44,498 -3,886 0 0 221,639
-26,769 0 0 0 0 0 -5,863 871 0 0 -31,761
-23,233 0 0 0 0 10,452 -3 0 0 0 -12,784
-22,964 0 0 0 0 0 -856 0 0 0 -23,820
-4,746 0 0 0 0 0 4,816 0 0 0 70
0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
-2,630 0 0 0 0 0 -3,611 0 0 1 -6,240
-33,712 0 0 0 0 0 97,334 0 0 0 63,622
4,395 0 0 0 0 0 1,499 0 0 0 5,894
Appropriation of the previous year's result
Other transfer relating to asset disposals
Transfers between reserves
Other and roundings
31/12/2021
Aedifica – Annual Financial Report 2021 – 64
| PROPOSED APPROPRIATION Year ending on 31 December (x €1,000) |
31/12/2021 | 31/12/2020 |
|---|---|---|
| A. Profit (loss) | 198,174 | 186,801 |
| B. Transfer to/from the reserves | 43,494 | 42,286 |
| 1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties (-/+) |
51,484 | 44,498 |
| 2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment properties (-/+) |
-22,458 | -5,863 |
| 3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (-) |
-31 | -3 |
| 4. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (+) |
0 | 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 | -856 |
| 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 (+) |
15,984 | 0 |
| 7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (- /+) |
-514 | 4,816 |
| 8. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) | -1,121 | -3,611 |
| 9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) | 0 | 0 |
| 10. Transfer to/from other reserves (-/+) | -3,015 | 1,806 |
| 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 | 3,165 | 1,499 |
| C. Remuneration of the capital provided in article 13, § 1, para. 1 | 111,079 | 111,723 |
| D. Remuneration of the capital - other than C | 7,417 | 10,767 |
| Proposed remuneration of the capital (C + D) | 118,496 | 122,490 |
| Result to be carried forward | 36,184 | 22,025 |
| SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE | 31/12/2021 | 31/12/2020 |
| 7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE (x €1,000) |
||
| Paid-up capital or, if greater, subscribed capital (+) | 917,101 | 836,401 |
| Share premium account unavailable for distribution according to the Articles of Association (+) | 1,301,002 | 1,054,109 |
| Reserve for positive balance of changes in fair value of investment properties (+) | 218,903 | 191,087 |
| Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS (+/-) |
-12,815 | -24,967 |
| Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge | -7,836 | -23,820 |
| accounting as defined under IFRS (+/-) | ||
|---|---|---|
| Reserve of the balance of currency translation differences on monetary assets and liabilities (+) | 0 | 70 |
| 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 | 9,059 | 5,894 |
| Legal reserve (+) | 0 | 0 |
| Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and Associations Code |
2,425,414 | 2,038,774 |
| Net asset | 2,635,911 | 2,222,182 |
| Interim dividend | 0 | -75,309 |
| Final dividend | -118,496 | -47,181 |
| Net asset after distribution | 2,517,415 | 2,099,692 |
| Headroom after distribution | 92,001 | 60,918 |
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) | 31/12/2021 | 31/12/2020 |
|---|---|---|
| Profit (loss) | 198,174 | 186,801 |
| Depreciation | 789 | 1,780 |
| Write-downs | 0 | 15 |
| Other non-cash items | -27,427 | -10,308 |
| Gains and losses on disposals of investment properties | -199 | 0 |
| Changes in fair value of investment properties | -32,487 | -38,635 |
| Roundings | 0 | 0 |
| Corrected profit | 138,850 | 139,653 |
| Denominator° (in shares) | 34,851,824 | 26,628,340 |
| CORRECTED PROFIT PER SHARE° (in € per share) | 3.98 | 5.24 |
| Interim dividend | 0 | 75,309 |
| Final dividend | 118,496 | 47,181 |
| Total proposed dividend | 118,496 | 122,490 |
| PAY-OUT RATIO (MIN. 80%) | 85% | 88% |
° Based on the rights to the dividend for the shares issued during the year.
° Based on the rights to the dividend for the shares issued during the year.
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) 31/12/2021 31/12/2020
Profit (loss) 198,174 186,801 Depreciation 789 1,780 Write-downs 0 15 Other non-cash items -27,427 -10,308 Gains and losses on disposals of investment properties -199 0 Changes in fair value of investment properties -32,487 -38,635 Roundings 0 0 Corrected profit 138,850 139,653 Denominator° (in shares) 34,851,824 26,628,340 CORRECTED PROFIT PER SHARE° (in € per share) 3.98 5.24
Interim dividend 0 75,309 Final dividend 118,496 47,181 Total proposed dividend 118,496 122,490 PAY-OUT RATIO (MIN. 80%) 85% 88% Aedifica – Annual Financial Report 2021 – 66
| (x €1,000) | Equity as per 31/12/2021 |
Proposed result's appropriation |
Equity as per 31/12/2021 after proposed result's appropriation |
|---|---|---|---|
| Capital | 917,101 | 0 | 917,101 |
| Share premium account | 1,301,002 | 0 | 1,301,002 |
| Reserves | 219,634 | 198,174 | 417,808 |
| a. Legal reserve | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties | 221,639 | 51,484 | 273,123 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-31,761 | -22,458 | -54,219 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-12,784 | -31 | -12,815 |
| 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 | 15,984 | -7,836 |
| f. Reserve of exchange differences relating to foreign currency monetary items | 70 | -514 | -444 |
| g. Foreign currency translation reserves | 0 | 0 | 0 |
| h. Reserve for treasury shares | 0 | 0 | 0 |
| k. Reserve for deferred taxes on investment properties located abroad | -6,240 | -1,121 | -7,361 |
| m. Other reserves | 3,014 | -3,015 | -1 |
| n. Result brought forward from previous years | 63,622 | 154,680 | 218,302 |
| o. Reserve- share NI & OCI of equity method invest | 5,894 | 3,165 | 9,059 |
| Profit (loss) | 198,174 | -198,174 | 0 |
| TOTAL EQUITY | 2,635,911 | 0 | 2,635,911 |
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
232 – AEDIFICA - ANNUAL FINANCIAL REPORT 2021
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE

Gentlemen,
We are pleased to send you our estimate of the fair value of investment properties held by the Aedifica group as of 31 December 2021.
Aedifica assigned to each of the ten valuation experts the task of determining the fair value (from which the investment value is derived2) 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'.
We have acted individually as valuation experts and have a relevant and recognised qualification, as well as an ongoing experience for the location and the type of buildings assessed. The valuation expert's opinion of fair value was primarily derived using comparable recent market transactions on arm's length terms.
Properties are considered in the context of current leases and of all rights and obligations that these commitments entail. We have evaluated each entity individually. Assessments do not take into account a potential value that can be generated by offering the whole portfolio on the market. Assessments do not take into account selling costs applicable to a specific transaction, such as brokerage fees or advertising. Assessments are 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). The information provided was assumed to be accurate and complete. Assessments are made under the assumption that no non-communicated piece of information is likely to affect the value of the property.
Based on the ten assessments, the consolidated fair value of the portfolio amounted to €4,854,160,5803 as of 31 December 2021 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL or €4,836,970,580 after deduction of the 50% share in the partnership AK JV NL held by the other partner company. The marketable investment properties4 held by Aedifica group amounted to €4,686,521,296 (excluding 50% of the value of the assets held by the other partner company in AK JV NL). Contractual rents amounted to €258,499,967 which corresponds to an initial rental yield of 5.52% compared to the fair value of marketable investment properties. The current occupancy rate amounts to 99.52%. Assuming that the marketable investment properties are 100% rented and that the current vacancy is let at market rent, contractual rent would amount to €259,723,163, 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 31/12/2021 (1.18879€/£ and 10.2887SEK/€; rates of the last business day of the quarter) into account.
As of 31 December 2021:
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 VOF, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Limited, Jones Lang LaSalle Finland Oy, JLL Val uation AB and CBRE Unlimited Company. 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.
transactions on arm's length terms.
likely to affect the value of the property.
Gentlemen,
properties.
As of 31 December 2021:
marketable investment properties.
marketable investment properties.
marketable investment properties.
properties are hence completed properties that are let or lettable.
We are pleased to send you our estimate of the fair value of investment properties held by the Aedifica group as of 31 December 2021.
and following the guidelines of the International Valuation Standards issued by the 'IVSC'.
10.2887SEK/€; rates of the last business day of the quarter) into account.
to the fair value of the marketable investment properties.
Aedifica assigned to each of the ten valuation experts the task of determining the fair value (from which the investment value is derived2) of one part of its portfolio of investment properties. Assessments are established taking into account the remarks and definitions contained in the reports
We have acted individually as valuation experts and have a relevant and recognised qualification, as well as an ongoing experience for the location and the type of buildings assessed. The valuation expert's opinion of fair value was primarily derived using comparable recent market
Properties are considered in the context of current leases and of all rights and obligations that these commitments entail. We have evaluated each entity individually. Assessments do not take into account a potential value that can be generated by offering the whole portfolio on the market. Assessments do not take into account selling costs applicable to a specific transaction, such as brokerage fees or advertising. Assessments are 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). The information provided was assumed to be accurate and complete. Assessments are made under the assumption that no non-communicated piece of information is
Based on the ten assessments, the consolidated fair value of the portfolio amounted to €4,854,160,5803 as of 31 December 2021 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL or €4,836,970,580 after deduction of the 50% share in the partnership AK JV NL held by the other partner company. The marketable investment properties4 held by Aedifica group amounted to €4,686,521,296 (excluding 50% of the value of the assets held by the other partner company in AK JV NL). Contractual rents amounted to €258,499,967 which corresponds to an initial rental yield of 5.52% compared to the fair value of marketable investment properties. The current occupancy rate amounts to 99.52%. Assuming that the marketable investment properties are 100% rented and that the current vacancy is let at market rent, contractual rent would amount to €259,723,163, i.e. an initial yield of 5.54% compared to the fair value of the marketable investment
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 31/12/2021 (1.18879€/£ and
the consolidated fair value of the assets located in Belgium amounted to €1,218,690,277; including €1,213,217,395 for marketable investment properties. Contractual rents amounted to €63,874,708 which corresponds to an initial yield of 5.3% to the fair value of the
the consolidated fair value of the assets located in Germany amounted to €1,102,437,000; including €1,057,513,553 for marketable investment properties. Contractual rents amounted to €55,213,734 which corresponds to an initial yield of 5.2% to the fair value of the
the consolidated fair value of the assets located in The Netherlands amounted to €604,565,000 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 €564,105,000. Contractual rents amounted to €31,255,429 which corresponds to an initial yield of 5.5%
the consolidated fair value of the assets located in the United Kingdom amounted to £699,633,000; including £691,178,123 for marketable investment properties. Contractual rents amounted to £44,471,056 which corresponds to an initial yield of 6.4% to the fair value of the
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 VOF, CBRE Valuation & Advisory Services BV, Cushman & Wakefield Debenham Tie Leung Limited, Jones Lang LaSalle Finland Oy, JLL Val uation AB and CBRE Unlimited Company. The
'Marketable investment properties' are defined by Aedifica as investment properties including assets classified as held for sale and excluding development projects. Marketable investment
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').
Aedifica – Annual Financial Report 2021 – 66
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.
| Valuation expert | Fair value of valued assets of portfolio as of 31 December 2021 |
Investment value (before deduction of transfer costs2 ) |
|
|---|---|---|---|
| Cushman & Wakefield Belgium SA | Emeric Inghels | €608,131,000 | €623,714,000 |
| Stadim BV | Céline Janssens & Tim Leysen | €610,559,277 | €625,823,680 |
| CBRE GmbH | Danilo Tietz & Karina Melskens | €643,150,000 | €686,493,928 |
| Jones Lang LaSalle SE | Gregor Claasen | €459,287,000 | €494,960,000 |
| Cushman & Wakefield VOF | Jan Vriend & Niek Drent | €510,880,0003 | €551,450,0003 |
| CBRE Valuation & Advisory Services B.V. | Roderick Smorenburg & Annette Postma | €93,685,0003 | €102,046,8843 |
| Cushman & Wakefield Debenham Tie Leung Limited | Tom Robinson | £669,633,000 | £746,143,981 |
| (€831,716,7144) | (€887,008,5034) | ||
| Jones Lang LaSalle Finland Oy | Tero Lehtonen & Mikko Kuusela | €909,147,400 | €931,876,085 |
| Jones Lang LaSalle Finland Oy | Tero Lehtonen & Mikko Kuusela | €2,500,000 | €2,550,000 |
| JLL Valuation AB | Patrik Lofvenberg | SEK816,400,000 | SEK828,832,487 |
| (€79,349,1895) | (€80,557,5525) | ||
| CBRE Unlimited Company | Maureen Bayley | €105,755,000 | €116,273,348. |
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 sign s 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 and Ireland 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 1.18879€/£ as per 31/12/2021; rate of the last business day of the quarter.
5. Based on the exchange rate of 10.2887SEK/€ as per 31/12/2021; rate of the last business day of the quarter.

EY Bedrijfsrevisoren EY Réviseurs d'Entreprises De Kleetlaan 2 B-1831 Diegem
Tel: +32 (0)2 774 91 11 ey.com
As required by law and the Company's articles of association, we report to you as statutory auditor of Aedifica SA (the "Company") and its subsidiaries (together the "Group"). This report includes our opinion on the consolidated balance sheet as at 31 December 2021, 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 2021 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 10 consecutive years.
We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the consolidated balance sheet on 31 December 2021, 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 € 5.161.867 thousand and of which the consolidated income statement shows a profit for the year of € 282.825 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 2021, 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.
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our
RPR Brussel - RPM Bruxelles – BTW–TVA BE 0446.334.711 – IBAN N° BE71 2100 9059 0069
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.
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.
Besloten Vennootschap Société à responsabilité limitée

Audit report dated 30 March 2022 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2021 (continued)
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.
Investment property amounts to a significant part (94%) 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.
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:
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.
Besloten Vennootschap Société à responsabilité limitée
A member firm of Ernst & Young Global Limited
requirements in Belgium.
Basis for the unqualified opinion
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
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our
EY Bedrijfsrevisoren EY Réviseurs d'Entreprises De Kleetlaan 2 B-1831 Diegem
31 December 2021
one report and are inseparable.
consecutive years.
Unqualified opinion
€ 282.825 thousand.
consolidated balance sheet on
We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the
31 December 2021, the consolidated income statement, the consolidated statement of
statement shows a profit for the year 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 € 5.161.867 thousand and of which the consolidated income
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 2021, 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
Tel: +32 (0)2 774 91 11
Independent auditor's report to the general meeting of Aedifica SA for the year ended
As required by law and the Company's articles of association, we report to you as statutory auditor of Aedifica SA (the "Company") and its subsidiaries (together the "Group"). This report includes our opinion on the consolidated balance sheet as at 31 December 2021, 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 2021 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
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 10
report.
independence.
for our opinion.
Key audit matters
current reporting period.
responsibilities under those standards are further described in the "Our responsibilities for the audit of the Consolidated Financial Statements" section of our
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
We have obtained from the Board of Directors and the
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
officials of the Company the explanations and
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
Report on the audit of the Consolidated Financial Statements
ey.com
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.
AEDIFICA
IN 2021 OUR STRATEGY

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 once a year.
Management's assessment of potential impairments on this goodwill is based on a discounted cash flow method (DCF) of the underlying participation in Hoivatilat, which is based on budgets approved by the Board of Directors of the subsidiary. This analysis requires judgments and assessments by management of the assumptions used, including the determination of Hoivatilat's future cash flows as well as the determination of the discount rate, which are complex and subjective. Changes in these assumptions could lead to material changes in the estimated value, which may have a potential effect on potential impairments that need to be recorded at the level of goodwill, and is therefore considered a Key Audit Matter.
values (with the help of our internal valuation specialists);
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.
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.

Audit report dated 30 March 2022 on the Consolidated Financial Statements
by the Board of Directors;
valuation models;
sensitivity analysis;
Statements
to fraud or error.
alternative but to do so.
specialists);
values (with the help of our internal valuation
• We have assessed the reasonableness of future cash flows included in the goodwill valuation test based on historical results and the available business plan and have verified that those future cash flows are based on business plans approved
• We have tested the mathematical accuracy of
• We have evaluated the adequacy and
• We have assessed the accuracy of management's
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 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
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
preparation of the Consolidated Financial
The Board of Directors is responsible for the
Goodwill impairment
161,7 million.
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
In conformity with IAS 36 "Impairment of Assets", the Group carries out impairment tests at least once a year.
Management's assessment of potential impairments on
this goodwill is based on a discounted cash flow method (DCF) of the underlying participation in Hoivatilat, which is based on budgets approved by the Board of Directors of the subsidiary. This analysis requires judgments and assessments by management of the assumptions used, including the determination
of Hoivatilat's future cash flows as well as the
therefore considered a Key Audit Matter.
Summary of the procedures performed
recoverable
• We have evaluated management's process to identify the impairment indicators;
• We have assessed the valuation methods used by management to determine Hoivatilat's recoverable value as well as the reasonableness of the key assumptions (discount rate and future cash flows)
used in management's assessment of the
determination of the discount rate, which are complex and subjective. Changes in these assumptions could lead to material changes in the estimated value, which may have a potential effect on potential impairments that need to be recorded at the level of goodwill, and is of Aedifica SA as of and for the year ended
31 December 2021 (continued)
3
Audit report dated 30 March 2022 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2021 (continued)
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 ISAs 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 ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
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;
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 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.
AEDIFICA
IN 2021 OUR STRATEGY

Audit report dated 30 March 2022 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2021 (continued)
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.
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.
In the context of our mandate and in accordance with the additional standard to the ISAs 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.
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:
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.
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.
In accordance with the standard on the audit of the conformity of the financial statements with the 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 included in the annual financial report available on the portal of the

Audit report dated 30 March 2022 on the Consolidated Financial Statements
or regulations prohibit this.
Independence matters
course of our mandate.
Statements.
Regulation").
Regulation.
current period and are therefore the key audit matters. We describe these matters in our report, unless the law
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
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
European single electronic format ("ESEF")
17 December 2018 (hereinafter: "Delegated
The board of directors is responsible for the
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
Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements included in the annual financial report available on the portal of the
In accordance with the standard on the audit of the conformity of the financial statements with the
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
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).
From the matters communicated with the Audit
Responsibilities of the Board of Directors
The Board of Directors is responsible for the
Responsibilities of the auditor
report on these matters.
preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report.
In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material
information included in the annual report, as well as to
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
• Summary of the consolidated financial statements
contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material
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:
of 31 December 2021 p.52-57
• EPRA p.154-163
inconsistencies to be reported.
respects, the Board of Directors' report on the Consolidated Financial Statements, and other
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
Report on other legal and regulatory requirements
of Aedifica SA as of and for the year ended
31 December 2021 (continued)
5
Audit report dated 30 March 2022 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2021 (continued)
FSMA (https://www.fsma.be/en/data-portal) of Aedifica SA per 31 December 2021 are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation.
• 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, 30 March 2022
EY Bedrijfsrevisoren BV Statutory auditor Represented by
Joeri Klaykens * Partner *Acting on behalf of a BV/SRL
AEDIFICA
1

Statutory auditor's report of 30 March 2022 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 2022 (the "Forecast") of Aedifica nv/sa, included in Chapter 5 "Outlook for 2022" of the Caption "Financial report" of Aedifica's Annual Financial Report as approved by the Board of Directors of the company on 22 February 2022.
The assumptions included in Chapter 5 "Outlook for 2022" 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 2022:
EPRA Earnings, per share, in EUR: 4,77 EUR
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.
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.

Statutory auditor's report of 30 March 2022 on the consolidated financial forecasts of Aedifica nv/sa
Statutory auditor's report of 30 March 2022 on the consolidated
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 2022 (the "Forecast") of Aedifica nv/sa, included in Chapter 5 "Outlook for 2022" of the Caption "Financial report" of Aedifica's Annual Financial Report as approved by the Board of
The assumptions included in Chapter 5 "Outlook for 2022" 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 2022:
It is the Company's board of directors' responsibility to prepare the consolidated financial forecasts and the main
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
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
Directors of the company on 22 February 2022.
EPRA Earnings, per share, in EUR: 4,77 EUR
assumptions upon which the Forecast is based.
that result or on the assumptions underlying this Forecast.
Board of Director's responsibility
Auditor's responsibility
basis stated.
financial forecasts of Aedifica nv/sa
1
We have examined the EPRA earnings per share of Aedifica nv/sa for the 12 months periods ending 31 December 2022 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 2021.
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, 30 March 2022
EY Réviseurs d'Entreprises SRL Statutory auditor represented by
Joeri Klaykens* Partner * Acting on behalf of a SRL
AEDIFICA
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 ('PRREC'), 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').
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.
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
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.
8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014.
The Company is incorporated for an indefinite duration.
The sole object of the Company is:
(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;
General information
of the Articles of Association.
companies and associations.
The Company's website is: www.aedifica.eu.
1.4 Registry of Legal Entities
The sole object of the Company is:
1.3 Constitution, legal form and publication
Board of Directors.
1.1 Company name (Article 1 of the Articles of Association)
The registered office is located at 1040 Brussels, Rue Belliard / Belliardstraat 40 (box 11).
8 December 2005. Aedifica was recognised as a RREC by the FSMA on 17 October 2014.
1.5 Duration (Article 5 of the Articles of Association)
1.6 Purpose (Article 3 of the Articles of Association)
understood as 'real estate' within the meaning of the RREC Legislation;
The Company is incorporated for an indefinite duration.
provisions of the RREC Legislation; and
The legal form of the Company is that of a public limited liability company with the name 'AEDIFICA'.
as amended from time to time (the 'RREC Act'), whose shares are admitted to trading on a regulated market.
'public RREC under Belgian law' or 'PRREC under Belgian law', or are immediately followed by these words.
The Company is a public regulated real estate company ('PRREC'), subject to the Belgian Act of 12 May 2014 on regulated real estate companies,
The company name and all of the documents which it produces, contain the words 'public regulated real estate company under Belgian law', or
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').
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
The Company may establish administrative offices, branches or agencies, both in Belgium and abroad by means of a simple resolution of the
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
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
Aedifica was recognised as a Belgian REIT by the Commission Bancaire, Financière et des Assurances (CBFA), which became the FSMA, on
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.
(a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the
(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
the Belgian State Gazette (Moniteur belge/Belgisch Staatsblad) of 23 November 2005, under number 20051123/05168061.
1.2 Registered office, e-mail address and website (Article 2 of the Articles of Association)
Aedifica – Annual Financial Report 2021 – 76
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.
The Company may not:
IN 2021 OUR STRATEGY
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.
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.
The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is EY Bedrijfsrevisoren BV, represented by Joeri Klaykens, Partner, located at De Kleetlaan 2 in 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).
To avoid conflicts of interest, Aedifica's real estate portfolio is assessed by ten independent valuation experts, namely:
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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 78 |
Since 1 January 2011, the expert fee excluding VAT is determined as a fixed amount per type of property appraised.
77 – Aedifica – Annual Financial Report 2021
on a regulated market and the RREC Legislation.
venue specified in the convocation.
1.10 Accredited statutory auditor
regarding the remuneration of the statutory auditor).
avenue marnix 23 (5th floor), 1000 Brussels;
offices at Mechelsesteenweg 180, 2018 Antwerp;
Bockenheimer Landstrasse 55, 60325 Frankfurt;
Jarlsgatan 25, 111 45 Stockholm;
1.11 Valuation experts
and associations.
1.8 Financial year (Article 28 of the Articles of Association)
represented by Joeri Klaykens, Partner, located at De Kleetlaan 2 in 1831 Diegem.
offices at Bockenheimer Landstrasse 24 (WestendDuo), 60323 Frankfurt;
registered offices at Gustav Mahlerlaan 362-364, 1082 ME Amsterdam;
registered offices at 125 Old Broad Street, London EC2N 1AR;
with registered offices at Keskuskatu 5 B in 00100 Helsinki;
at 1 Burlington Road (3rd floor Connaught House), Dublin 4.
carrying amount ('fair value') of the buildings on the balance sheet.
Mr Annette Postma, with registered offices at Anthony Fokkerweg 15, 1059 CM Amsterdam;
The statutory auditor has an unlimited right of supervision over the operations of the Company.
up an inventory and the annual accounts at the end of each financial year.
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
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
The annual and semi-annual financial reports of the Company and the annual accounts are published on the Company's website. The
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
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
The statutory auditor of the Company, accredited by the Financial Services and Markets Authority (FSMA), is EY Bedrijfsrevisoren BV,
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
Cushman & Wakefield SA, represented (within the meaning of Article 24 of the RREC Act) by Mr Emeric Inghels, with registered offices at
Stadim SRL, represented (within the meaning of Article 24 of the RREC Act) by Ms Céline Janssens and Mr Tim Leysen, with registered
CBRE GmbH, represented (within the meaning of Article 24 of the RREC Act) by Mr Danilo Tietz and Ms Karina Melskens, with registered
Jones Lang LaSalle SE, represented (within the meaning of Article 24 of the RREC Act) by Mr Gregor Claasen, with registered offices at
Cushman & Wakefield VOF, represented (within the meaning of Article 24 of the RREC Act) by Mr Jan Vriend and Mr Niek Drent, with
CBRE Valuation & Advisory Services BV, represented (within the meaning of Article 24 of the RREC Act) by Mr Roderick Smorenburg and
Cushman & Wakefield Debenham Tie Leung Ltd, represented (within the meaning of Article 24 of the RREC Act) by Mr Tom Robinson, with
Jones Lang LaSalle Finland Oy, represented (within the meaning of Article 24 of the RREC Act) by Mr Tero Lehtonen and Mr Mikko Kuusela,
JLL Valuation AB, represented (within the meaning of Article 24 of the RREC Act) by Mr Patrik Lofvenberg, with registered offices at Birger
CBRE Unlimited Company, represented (within the meaning of Article 24 of the RREC Act) by Ms Maureen Bayley, with registered offices
According to the RREC legislation, the valuation experts assess the entire portfolio every quarter and their assessment is recognised as the
To avoid conflicts of interest, Aedifica's real estate portfolio is assessed by ten independent valuation experts, namely:
shareholders are entitled to obtain a free copy of the annual and semi-annual financial reports at the registered office.
1.9 General meetings (Article 19 and 20 of the Articles of Association)
The valuations are established on the basis of several widely used methodologies:
Aedifica has established financial service conventions with the following banks:
In 2021, the remuneration for financial services amounted to €244 k (€183 k for the 2019/2020 financial year).
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:
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.
The Annual Financial Reports (which include the Consolidated Financial Statements – with an abridged version of the Statutory Accounts –, the Management Report, the Auditor's Report and the Property Report), the interim statements, the semi-annual reports, the description of the financial situation, the information regarding the related-parties, and the historical information regarding Aedifica's subsidiaries, for the 2017/2018, 2018/2019 and 2019/2020 financial years are included by reference in this Annual Financial Report and are available at Aedifica's headquarters and the Company's website (www.aedifica.eu).
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.
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).
See the 'Risks factors' chapter within this Annual Financial Report.
In addition to paragraph 1.3 above, Aedifica's history was marked by its IPO on 23 October 2006 (see the chapter 'Aedifica in the stock market'), 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. €3.8 billion.
Voting rights for Aedifica's main shareholders are no different from those that arise from their share in the share capital.
| AEDIFICA ON | ||
|---|---|---|
| STOCK MARKET | RISK FACTORS | EPRA |
1
Aedifica – Annual Financial Report 2021 – 80
79 – Aedifica – Annual Financial Report 2021
website (www.aedifica.eu).
activities
€3.8 billion.
statements or half-year statements have been published.
See the 'Risks factors' chapter within this Annual Financial Report.
1.20 Rights to vote of the main shareholders
1.16 Significant change of the financial or trading situation
1.17 Actions necessary to change the rights of the shareholders
have substantially influenced, directly or indirectly, Aedifica's operations
Voting rights for Aedifica's main shareholders are no different from those that arise from their share in the share capital.
No significant change in the Group's financial or trading situation has occurred since the end of last financial year for which audited financial
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
1.18 Strategy or factors of governmental, economical, budgetary, monetary or political nature which
1.19 History and evolution of the Company – important events in the development of Aedifica's
In addition to paragraph 1.3 above, Aedifica's history was marked by its IPO on 23 October 2006 (see the chapter 'Aedifica in the stock market'), 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.
| Date | Description | Amount of capital (€) |
Number of shares |
|---|---|---|---|
| 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" Merger of "Oude Burg Company SA" |
100,000.00 3,599,587.51 |
278 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" Merger of "Emmane SA" |
65,000.00 2,035,000.00 |
1,028 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" Merger of "Medimmo SA" |
123,743.15 1,000,000.00 |
14,377 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 88,780,568.24 |
105,248 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 | |
| 30 July 2008 | Partial demerger of "Famifamenne SA" | 103,793,817.92 2,215,000.00 |
4,438,918 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 |
| 8 April 2011 | Contribution in kind (Project Group Hermibouw) | 178,896,057.18 1,827,014.06 |
7,046,672 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 2 |
||
| 15 June 2021 | Capital increase through contribution in cash | 73,885,794.65 | 2,800,000 |
| 946,967,103.36 | 35,886,572 3 |
||
| 29 June 2021 | Contribution in kind (Domaine de la Rose Blanche) | 4,868,335.01 | 184,492 |
| 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 | 4 237,093 |
| 958,091,797.21 | 36,308,157 |
1 Shares without par value.
FUTUREPROOF AEDIFICA
LETTER TO THE STAKEHOLDERS
81 – Aedifica – Annual Financial Report 2021
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
CORPORATE GOVERNANCE
2 These shares are quoted on the stock market as from 15 June 2021 and give pro rata temporis dividend rights for the 2021 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 2021 and give pro rata temporis dividend rights for the 2021 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 8 September 2021 and give pro rata temporis dividend rights for the 2021 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares.
1 Shares without par value.
and benefits as the other listed shares.
and benefits as the other listed shares.
rights and benefits as the other listed shares.
Merger of limited partnership "Kasteelhof-Futuro" 3,182.80 3,215
12 June 2014 Contribution in kind (Binkom) 12,158,952.00 258,475
30 June 2014 Contribution in kind (plot of land in Tienen) 4,000,000.00 86,952
24 November 2014 Optional dividend 5,763,329.48 218,409
4 December 2014 Partial demerger of "La Réserve Invest SA" 12,061,512.94 457,087
29 June 2015 Capital increase through contribution in cash 82,364,664.56 3,121,318
2 October 2015 Contribution in kind (plot of land in Opwijk) 523,955.84 19,856
17 December 2015 Contribution in kind (Prinsenhof) 2,748,340.46 104,152
24 March 2016 Contribution in kind (plot of land in Aarschot Poortvelden) 582,985.31 22,093
2 December 2016 Optional dividend 3,237,042.22 122,672
8 December 2016 Contribution in kind (Jardins de la Mémoire) 1,740,327.12 65,952
28 March 2017 Capital increase through contribution in cash 94,868,410.37 3,595,164
7 June 2018 Contribution in kind (Smakt and Velp) 5,937,488.85 225,009
20 November 2018 Optional dividend 6,348,821.62 240,597
7 May 2019 Capital increase through contribution in cash 162,209,454.10 6,147,142
20 June 2019 Contribution in kind (surface rights of Bremdael) 332,222.20 12,590
28 April 2020 Capital increase through contribution in cash 64,916,982.75 2,460,115
10 July 2020 Contribution in kind (Kleine Veldekens) 11,494,413.08 435,596
27 October 2020 Capital increase through contribution in cash 145,116,265.78 5,499,373
17 December 2020 Contribution in kind (De Gouden Jaren) 2,383,608.51 90,330
15 June 2021 Capital increase through contribution in cash 73,885,794.65 2,800,000 2
29 June 2021 Contribution in kind (Domaine de la Rose Blanche) 4,868,335.01 184,492 3
8 September 2021 Contribution in kind (Portfolio of specialist residential care centers in Sweden) 6,256,358.84 237,093 4
2 These shares are quoted on the stock market as from 15 June 2021 and give pro rata temporis dividend rights for the 2021 financial year. For the surplus, they enjoy the same rights
3 These shares are quoted on the stock market as from 29 June 2021 and give pro rata temporis dividend rights for the 2021 financial year. For the surplus, they enjoy the same rights
4 These shares are quoted on the stock market as from 8 September 2021 and give pro rata temporis dividend rights for the 2021 financial year. For the surplus, they enjoy the same
254,292,531.52 9,903,690
266,451,483.52 10,162,165
270,451,483.52 10,249,117
276,214,813.00 10,467,526
288,276,325.94 10,924,613
370,640,990.50 14,045,931
371,164,946.34 14,065,787
373,913,286.80 14,169,939
374,496,272.11 14,192,032
377,733,314.33 14,314,704
379,473,641.45 14,380,656
474,342,051.82 17,975,820
480,279,540.67 18,200,829
486,628,362.29 18,441,426
648,837,816.39 24,588,568
649,170,038.59 24,601,158
714,087,021.34 27,061,273
725,581,434.42 27,496,869
870,697,700.20 32,996,242
873,081,308.71 33,086,572
946,967,103.36 35,886,572
951,835,438.37 36,071,064
958,091,797.21 36,308,157
Aedifica – Annual Financial Report 2021 – 82
The capital amounts to €958,091,797.21 (nine hundred fifty-eight million ninety-one thousand seven hundred ninety-seven euro and thirty-eight cents). It is represented by 36,308,157 (thirty-six million three hundred and eight thousand hundred fifty-seven) shares without nominal value, which each represent 1/36,308,157th of the capital. These shares are fully subscribed and paid up.
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.
Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation.
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:
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:
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.
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:
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.
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.
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:
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 five years, calculated from the publication of the minutes of the Extraordinary General Meeting of 30 July 2021, 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.
within a maximum term of four months; and
annual financial report.
voting rights.
authorisation).
new securities.
same securities.
amount of the authorised capital.
context of the distribution of an optional dividend.
amount of the accumulated dividend to be deducted in its special report and the financial conditions of the transaction are explained in its
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
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
In accordance with the RREC Legislation, these additional conditions will not apply to the contribution of the right to a dividend for the purpose
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
1 ) 50% of the amount of the capital on the date of the extraordinary general meeting of 30 July 2021, 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
2 ) 50% of the amount of the capital on the date of the extraordinary general meeting of 30 July 2021, as the case may be, rounded down
3 ) 10% of the amount of the capital on the date of the extraordinary general meeting of 30 July 2021, 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
This authorisation is granted for a renewable period of five years, calculated from the publication of the minutes of the Extraordinary General
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
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
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
If the capital increase is accompanied by an issue premium, only the amount of the capital increase will be deducted from the remaining available
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
and majority requirements for an amendment of the Articles of Association, except in the case of the conversion into capital.
The Board of Directors is authorised to record the ensuing amendments to the Articles of Association in an officially certified deed.
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
of distributing an optional dividend, insofar as this will actually be made payable to all shareholders.
3.4 Authorised capital (Article 6.4 of the Articles of Association)
subscription right or the priority allocation right by the shareholders of the Company,
to the euro cent for capital increases in the framework of the distribution of an optional dividend,
conditions as will be determined by the Board of Directors, by a maximum amount of:
Meeting of 30 July 2021, in the annexes to the Belgian Official Gazette.
Aedifica – Annual Financial Report 2021 – 84
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.
The Company may reduce its capital subject to compliance with the relevant statutory provisions.
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.
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.
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.
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.
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
AEDIFICA
IN 2021 OUR STRATEGY
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.
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.
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.
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.
Each share confers the right to one vote, subject to the suspension of the right to vote provided for by law.
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.
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.
specified in the convocation.
shall be verified.
who are present or represented.
taken into account.
(or the document to which the convocation refers) may also set additional conditions.
3.12 Voting by proxy (Article 21 of the Articles of Association)
derogations provided for in the Code of companies and associations.
single person has been appointed to exercise the voting right.
the Company in writing of this arrangement.
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
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
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
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
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
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
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
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 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
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
The Chairman designates the Secretary. The meeting elects two vote tellers. The other Directors present complete the bureau.
3.13 Remote voting before the general meeting (Article 22 of the Articles of Association)
any decision or to abstain, as well as the term within which the voting form must reach the Company.
3.14 Bureau (Article 23 of the Articles of Association)
3.15 Number of votes (Article 24 of the Articles of Association)
3.16 Deliberation (Article 25 of the Articles of Association) No meeting can validly deliberate on items that do not appear on the agenda.
Each share confers the right to one vote, subject to the suspension of the right to vote provided for by law.
Aedifica – Annual Financial Report 2021 – 86
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.
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.
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.
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.
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.
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.
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.
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 paidup capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding.
AEDIFICA
IN 2021 OUR STRATEGY
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.
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.
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.
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.
The Board of Directors may issue internal rules.
Statement', included in this Annual Financial Report.
reasons. The Directors are eligible for re-election.
which the decision was taken, nor grant severance pay.
its perimeter companies.
the Board of Directors.
make a request to that effect.
The proxies are attached to the minutes.
ARTICLE 13 - INTERNAL RULES
The Board of Directors may issue internal rules.
collegiate body.
ARTICLE 10 - COMPOSITION OF THE BOARD OF DIRECTORS
is subject to the prior approval of the Financial Services and Markets Authority.
ARTICLE 11 - CHAIRMANSHIP – DELIBERATIONS OF THE BOARD OF DIRECTORS
other means of communication, in accordance with the applicable legal provisions.
him/her at a particular meeting of the Board of Directors and to vote in his/her place.
Copies of these minutes intended for third parties shall be signed by one or more Directors.
Resolutions of the Board of Directors are adopted by a majority of votes.
ARTICLE 12 - POWERS OF THE BOARD OF DIRECTORS
longest serving member, and in the event of equal seniority, by the member with the highest age.
However, a member of the Board of Directors may not represent more than one of his/her colleagues.
Company's registered office and signed by the Chairman of Board of Directors and by the Directors who request it.
The resolutions of the Board of Directors may be adopted by means of unanimous written consent of the Directors.
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
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
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
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
If one or more mandates become vacant, the remaining Directors, convening as a board, may provide for temporary replacement(s) until the
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
The possible remuneration of the Directors may not be determined on the basis of the activities and transactions carried out by the Company or
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 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
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
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
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
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
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
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.
The Board of Directors can only validly deliberate and pass resolutions if the majority of its members are present or represented.
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 Board of Directors shall have at least three independent members in accordance with applicable legal provisions.
decision, even if this would exceed the maximum term of three years provided in the Articles of Association.
Aedifica – Annual Financial Report 2021 – 88
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.
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.
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.
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.
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.
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.
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.
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:
89 – Aedifica – Annual Financial Report 2021
(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:
(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:
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).
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.
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).
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.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 90 |
As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts:
89 – Aedifica – Annual Financial Report 2021
A Regulated Real Estate Company (RREC) is:
provisions of the RREC Legislation; and
services, and on the basis of which:
applicable in cooperation with third parties:
-(iv) waste and incineration plants and associated goods.
and associated goods;
4.2 Particular regulations
FSMA can give an exemption under certain circumstances.
at this value. Depreciation is not recognised on investment properties.
Real estate property
Accounting
Valuation
interest.
Aedifica is a limited liability Company ('NV/SA') having opted for a public Regulated Real Estate Company (RREC) status.
(a) to make immovable property available to users, directly or through a company in which it holds a participation in accordance with the
(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
(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
-(iv) public works concession agreements with respect to buildings and/or other infrastructure of an immovable nature and related
(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
-(i) public utilities and warehouses for transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general
-(iii) installations for the generation, storage and transport of renewable or non-renewable energy and associated goods; or
RRECs are regulated by the Financial Services and Markets Authority (FSMA) and have to follow extremely strict rules governing conflicts of
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
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
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
Real estate properties are assessed at their fair value on a quarterly basis by independent valuation experts and recorded in the balance sheet
main assets, RRECs must pay particular attention to appraising the fair value of their properties (i.e., applying IAS 40).
-(i) it is responsible for ensuring the availability, maintenance and/or exploitation for a public entity and/or the citizen as end
-(ii) it may bear, in whole or in part, the related financing, availability, demand and/or operational risk, in addition to any
accordance with the provisions of the RREC Legislation, where applicable in cooperation with third parties, one or more:
-(iii) DBF(M)O-agreements, the so-called 'Design, Build, Finance, (Maintain) and Operate' agreements; and/or
user, in order to fulfil a social need and/or to enable the provision of a public service; and
potential building risk, without therefore necessarily having any rights in rem; and
-(ii) DB(F)M-agreements, the so-called 'Design, Build, (Finance) and Maintain' agreements;
-(ii) utilities for transport, distribution, storage or purification of water and associated goods;
vastgoedvennootschap' (GVV, in Dutch), also translated as 'regulated real estate Company' (RREC).
understood as 'real estate' within the meaning of the RREC Legislation;
-(i) DBF-agreements, the so-called 'Design, Build, Finance' agreements;
4.1 General definition
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%.
A RREC may not provide financing, except to its subsidiaries.
A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80% of corrected profit is distributed in the form of dividends. Refer to section 4 of chapter 'Risks factors' of this Annual Financial Report.
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) |
| 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, 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 invested in senior housing.
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.
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:
Aedifica NV/SA declares that the information provided by the valuation experts and by the accredited statutory auditor have been faithfully reproduced and included with their consent. As far as Aedifica NV/SA knows and is able to assure, in the light of data published by these third parties, no facts have been omitted that might render the information reproduced incorrect or misleading.
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.
The Board of Directors of Aedifica NV/SA declares that there exists no government intervention, proceeding or arbitration procedure 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 that, as far as is known, there are no situations or facts that could give rise to such government intervention, proceeding or arbitration procedure.
The Board of Directors declares that, to the best of its knowledge:
the following Directors and members of the Executive Committee hold shares of the Company: Mr Serge Wibaut (200 shares), Mr Stefaan Gielens (14,701 shares), Mr Sven Bogaerts (3,936 shares), Ms Ingrid Daerden (3,532 shares), Mr Jean Franken (1,200 shares), Mr Pertti Huuskonen (660 shares), Ms Katrien Kesteloot (71 shares), Ms Elisabeth May-Roberti (216 shares), Mr Luc Plasman (381 shares), Mr Raoul Thomassen (1,046 shares), Mr Charles-Antoine van Aelst (3,839 shares) and Ms Marleen Willekens (37 shares).
Statements
Persons responsible (Royal Decree 14 November 2007)
situation and results of Aedifica NV/SA and the businesses included in the consolidation;
parties, no facts have been omitted that might render the information reproduced incorrect or misleading.
factors, statements regarding future developments cannot be interpreted as a guarantee in any way.
liquidations for at least the previous five years, with the exception of the following:
Directors and members of the Executive Committee providing for such indemnities;
Declaration concerning the Directors and the members of the Executive Committee
businesses included in the consolidation, and a description of the main risks and uncertainties they face.
of Aedifica NV/SA, that to the best of their knowledge:
Proceedings and arbitration procedures
The Board of Directors declares that, to the best of its knowledge:
professional bodies) for at least the previous five years;
issuer for at least the previous five years;
2 July 2020;
Information from third parties
Forecast information
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
the financial statements, prepared in accordance with the applicable accounting standards, give an accurate picture of the assets, financial
the Annual Financial Report contains an accurate account of the development of the business, results and situation of Aedifica NV/SA and
Aedifica NV/SA declares that the information provided by the valuation experts and by the accredited statutory auditor have been faithfully reproduced and included with their consent. As far as Aedifica NV/SA knows and is able to assure, in the light of data published by these third
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
The Board of Directors of Aedifica NV/SA declares that there exists no government intervention, proceeding or arbitration procedure 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 that, as far as is known, there are no situations or facts that could give rise to such government intervention, proceeding or arbitration procedure.
none of the Directors and none of the members of the Executive Committee has ever been convicted for a fraud-related offence, that no official and/or public accusation has been expressed against one of them by statutory or regulatory authorities (including designated
none of the Directors and none of the members of the Executive Committee 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
none of the Directors and none of the members of the Executive Committee has been involved in any bankruptcies, receiverships or
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
the following Directors and members of the Executive Committee hold shares of the Company: Mr Serge Wibaut (200 shares), Mr Stefaan Gielens (14,701 shares), Mr Sven Bogaerts (3,936 shares), Ms Ingrid Daerden (3,532 shares), Mr Jean Franken (1,200 shares), Mr Pertti Huuskonen (660 shares), Ms Katrien Kesteloot (71 shares), Ms Elisabeth May-Roberti (216 shares), Mr Luc Plasman (381 shares),
Mr Raoul Thomassen (1,046 shares), Mr Charles-Antoine van Aelst (3,839 shares) and Ms Marleen Willekens (37 shares).
Aedifica – Annual Financial Report 2021 – 92
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.
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.
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.
Indexed rents, including rental guarantees, but excluding cost of rent-free periods for occupied surface area.
The Royal Decree of 13 July 2014 regarding RRECs defines the debt-to-assets ratio as follows:
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.
Operating result before result on portfolio divided by net rental income.
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.
AEDIFICA
IN 2021 OUR STRATEGY
BUSINESS REVIEW
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. In Aedifica's case, the EPRA Earnings* corresponds perfectly to the result excl. changes in fair value, which was previously used in Aedifica's financial communication. 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).
The estimated rental value (ERV) is the rental value as determined by independent valuation experts.
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 5.2 of the Standing Documents for more information on the current exit tax rates.
The fair value of the Belgian investment properties is calculated as following:
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.
Percentage of shares held by the public, according to the Euronext definition.
Gross dividend per share divided by the stock market price as of closure.
For the total portfolio: (contractual rents + guaranteed income) / investment value, acquisition value or fair value of the concerned buildings.
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 about Aedifica is any information:
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 94 |
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 including buildings intended for sale and development projects.
Value assessed by the expert, of which transfer taxes are not deducted.
93 – Aedifica – Annual Financial Report 2021
Estimated rental value (ERV)
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. In Aedifica's case, the EPRA Earnings* corresponds perfectly to the result excl. changes in fair value, which was previously used in Aedifica's financial communication. The EPRA Earnings* is calculated in Note 19 (in accordance with the Aedifica model) and in the EPRA
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 5.2 of the Standing Documents for more information on the current exit tax
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
when the expert considers a building cannot be sold in units, the fair value is the investment value / (1 + % transfer taxes depending on
The average transaction cost rate defined by the BE-REIT Association is reviewed annually and adjusted as necessary in 0.5% increments.
For the total portfolio: (contractual rents + guaranteed income) / investment value, acquisition value or fair value of the concerned buildings.
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
which is accurate, i.e. refers to an existing situation or a situation which can reasonably be expected to exist or an event which has occurred or which can reasonably be expected to occur, and which is sufficiently accurate to draw a conclusion on the possible effect of this situation
and which, if made public, could affect the price of Aedifica's financial instruments or derivative financial instruments, information being considered price-sensitive for the financial instruments or derivative financial instruments if a reasonable investor could use this information
chapter of the Annual Financial Report (in accordance with the model recommended by EPRA).
The fair value of the Belgian investment properties is calculated as following:
The Belgian experts attest the deduction percentage retained in their periodic reports.
or event on the price of Aedifica's financial instruments or financial derivatives;
Percentage of shares held by the public, according to the Euronext definition.
Gross dividend per share divided by the stock market price as of closure.
The fair value of investment properties located abroad take into account locally applicable legal costs.
Buildings with an investment value over €2.5 million:
Buildings with an investment value under €2.5 million:
rate defined by the BE-REIT Association);
the region where they are located).
The estimated rental value (ERV) is the rental value as determined by independent valuation experts.
Fair value = investment value / (1+ average transaction cost rate defined by the BE-REIT Association)
EPRA Earnings*
Exit tax
Fair value
Free float
IFRS
Gross dividend yield
Inside information
Gross yield of the portfolio
which has not been made public;
directly or indirectly related to Aedifica;
required to apply IFRS in their statutory accounts.
Inside information about Aedifica is any information:
as one of the reasons for his investment decision.
rates.
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.
Closing stock market price multiplied by the total number of shares.
Investment properties including buildings intended for sale and excluding development projects.
Total equity and liabilities divided by the number of shares outstanding (after deduction of the treasury shares).
Rental income
Writeback of lease payments sold and discounted
Rental-related charges
For the total portfolio: (contractual rents + guaranteed income) / (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.
Property operating result divided by net rental income.
The Royal Decree of 13 July 2014 regarding RRECs defines the operating result before result on portfolio as follows:
Dividend per share divided by the corrected profit per share.
Profit (attributable to owners of the parent)
The Royal Decree of 13 July 2014 regarding RRECs defines the property operating result as follows:
IN 2021 OUR STRATEGY
95 – Aedifica – Annual Financial Report 2021
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:
Corrected profit (A)
± 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 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)
And
The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows:
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:
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.
N.B. We note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of the 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 building's location.
| AEDIFICA ON STOCK MARKET |
RISK FACTORS | EPRA | FINANCIAL STATEMENTS |
ADDITIONAL INFORMATION |
|---|---|---|---|---|
| Aedifica – Annual Financial Report 2021 – 96 |
95 – Aedifica – Annual Financial Report 2021
Corrected profit (A) Profit of loss + Depreciations + Write-downs
± Other non-cash items
= Corrected profit (A)
capital expenditures)
definition of the debt-to-assets ratio).
Result on portfolio
Transfer taxes
the Flemish Region;
And
Profit to be paid out (or corrected profit)
± Gains and losses on disposals of investment properties ± Changes in fair value of investment properties
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
only known once the transfer has been completed.
0.5% if the tenant is a non-profit organisation);
the rates applicable given the building's location.
government or a foreign government): tax exempt;
of a given property before that transfer has effectively taken place.
The range of taxes for the major types of property transfer includes:
The Royal Decree of 13 July 2014 regarding RRECs defines the profit to be paid out (or corrected profit) as follows:
the obligation of distribution (B). (A) and (B) are calculated according to the following scheme:
Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)
= Net capital gains on realisation of investment properties not exempt from the obligation of distribution (B)
reinvestment within 4 years (gains compared to the acquisition value plus capital expenditure)
The Royal Decree of 13 July 2014 regarding RRECs defines the result on portfolio as follows:
(gains and losses compared to the acquisition value plus capital expenditures)
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
± Gains and losses on disposals of investment properties during the financial year (gains and losses compared to the acquisition value plus
± Gains and losses on disposals of investment properties earlier exempted from the obligation of distribution and not reinvested within 4 years
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
Sale of properties: 12.5% for properties situated in the Brussels Capital Region and in the Walloon Region, 12% for properties situated in
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
Sales of properties where the purchaser is a public body (e.g. an agency of the European Union, the Federal Government, a regional
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
N.B. We note that, following the interpretations of IFRS by the Belgian Asset Managers Association (BEAMA), the book value of the 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
Type of contract under which operating charges, maintenance costs and rents on empty spaces related to the operations are borne by the operator.
Total volume of shares exchanged over the year divided by the total number of listed shares, following the definition of Euronext.
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 CSR: Corporate Social Responsibility DCF: Discounted Cash Flow EBIT: Earnings Before Interests and Taxes ECB: European Central Bank EPRA: European Public Real Estate Association ESMA: European Securities and Markets Authority ERV: Estimated Rental Value FBI: Federale Beleggingsinstelling FSMA: Financial Services and Markets Authority IAS: International Accounting Standards IFRS: International Financial Reporting Standards IPO: Initial Public Offering IRREC: Institutional Regulated Real Estate Company IRS: Interest Rate Swap 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 SPV: Special Purpose Vehicle WAULT: Weighted average unexpired lease term
Ingrid Daerden, CFO – [email protected] Delphine Noirhomme, Investor Relations Manager – [email protected]
www.chriscom.eu the Aedifica team
Buildings: Atelier Jahr, Dan Chadwick, David Plas & Eric Herschaft, Vivianne van der Maas, Telenet Business Portraits: David Plas & Emy Elleboog
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




DIT JAARVERSLAG IS EVENEENS BESCHIKBAAR IN HET NEDERLANDS1

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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