Annual Report • Mar 31, 2021
Annual Report
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Aedifica is a Belgian listed company that specialises in investments in European healthcare real estate, with a particular focus on housing for elderly people with care needs.
Thanks to its successful strategy over the past fifteen years, the Group has established itself as a market reference in listed healthcare real estate and aims to further reinforce this position in the coming years.
Aedifica aims to offer its shareholders a reliable real estate investment with an attractive return. In addition, 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.
Aedifica is listed on Euronext Brussels (2006) and Euronext Amsterdam (2019). 7 THIS IS AEDIFICA
24 LETTER TO THE
SHAREHOLDERS



61
EPRA







Aedifica has been investing in European healthcare real estate for fifteen years. Thanks to our successful strategy, our real estate portfolio has grown by an average of 28% annually. In 2019/2020, we have again fulfilled our ambitions by adding Finland and Sweden as new countries to the portfolio and completing a record amount of new investments. The fact that investors like Aedifica's recipe is demonstrated, amongst other things, by its inclusion in the BEL 20 and the several successful capital increases completed by the Group in the past financial year.

1 Weighted average unexpired lease term.
2 Based on fair value as determined by valuation experts and recalculated every three months. For healthcare real estate, the gross yield is usually equal to the net yield ('triple net' contracts). In Belgium, the United Kingdom and (often also) the Netherlands, it is common for the operator to bear all operating expenses, maintenance costs and loss of rent. In Germany, Finland and Sweden (and sometimes the Netherlands) the net yield is usually lower than the gross yield, as some costs are borne by the owner ('double net' contracts).


1 Fair value of the marketable investment properties including assets classified as held for sale.
| Investment properties (x €1,000) | 31/12/2020 | 30/06/2019 | ||
|---|---|---|---|---|
| Marketable investment properties in fair value incl. assets classified as held for sale* | 3,673,347 | 2,269,744 | ||
| Development projects | 141,320 | 51,205 | ||
| Total of investment properties in fair value incl. assets classified as held for sale* | 3,814,667 | 2,320,949 | ||
| Net asset value per share (in €)2 | 31/12/2020 | 30/06/2019 | ||
| Net asset value after deduction of the 2018/2019 dividend3 , excl. changes in fair value of hedging instruments* |
67.17 | 57.96 | ||
| Effect of the changes in fair value of hedging instruments | -1.58 | -2.05 | ||
| Net asset value after deduction of the 2018/2019 dividend3 | 65.59 | 55.90 | ||
| Number of share outstanding (excl. treasury shares) | 33,086,572 | 24,601,158 | ||
| Consolidated income statement - analytical format (x €1,000) |
31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
| Rental income | 259,505 | 187,535 | 139,585 | 118,413 |
| Rental-related charges | -3,344 | -2,753 | -640 | -41 |
| Net rental income | 256,161 | 184,783 | 138,944 | 118,372 |
| Operating charges* | -44,539 | -33,228 | -23,870 | -21,230 |
| Operating result before result on portfolio | 211,622 | 151,554 | 115,075 | 97,142 |
| EBIT margin* (%) | 83% | 82% | 83% | 82% |
| Financial result excl. changes in fair value* | -38,755 | -28,323 | -21,966 | -20,168 |
| Corporate tax | -11,530 | -7,703 | -6,946 | -4,498 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings |
1,568 | 798 | 1,052 | 282 |
| Non-controlling interests in respect of EPRA Earnings | -187 | -158 | -259 | -613 |
| EPRA Earnings* (owners of the parent) | 162,718 | 116,168 | 86,956 | 72,145 |
| Denominator (IAS 33) | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| EPRA Earnings* (owners of the parent) per share (€/share) |
6.14 | 4.23 | 3.87 | 3.74 |
| EPRA Earnings* | 162,718 | 116,168 | 86,956 | 72,145 |
| Changes in fair value of financial assets and liabilities | -2,169 | -5,587 | -3,699 | -7,304 |
| Changes in fair value of investment properties | 25,049 | 5,069 | 70,202 | 63,317 |
| Gains and losses on disposals of investment properties | -559 | -1,827 | 8,659 | 7,321 |
| Negative goodwill / goodwill impairment | 0 | 0 | 132 | 0 |
| Deferred taxes in respect of EPRA adjustments | -14,811 | -11,041 | -8,141 | -6,216 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above |
3,007 | 1,180 | 2,680 | 853 |
| Non-controlling interests in respect of the above | -167 | -68 | -2,884 | -6,618 |
| Roundings | 0 | 0 | -2 | -1 |
| Profit (owners of the parent) | 173,068 | 103,894 | 153,903 | 123,497 |
| Denominator (IAS 33) | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| Earnings per share (owners of the parent - IAS 33 - €/share) |
6.53 | 3.78 | 6.85 | 6.41 |
1 Please note that the financial year 2019/2020 has been extended by six months, to 31 December 2020 inclusive. In order to allow comparison with the previous period, the income statement figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). The periods 12/2020 (18 months) and 06/2019 (12 months) were audited. For the other two restated periods, the auditors conducted a number of review procedures and no issues were identified.
2 The interim dividend distributed in October 2020 has already been deducted.
3 See Note 44.6.
| Consolidated balance sheet (x €1,000) | 31/12/2020 | 30/06/2019 | |
|---|---|---|---|
| Investment properties including assets classified as held for sale* | 3,814,667 | 2,320,949 | |
| Other assets included in debt-to-assets ratio | 252,274 | 65,061 | |
| Other assets | 234 | 117 | |
| Total assets | 4,067,175 | 2,386,127 | |
| Equity | |||
| Equity excl. changes in fair value of hedging instruments* | 2,222,523 | 1,480,082 | |
| Effect of the changes in fair value of hedging instruments | -52,212 | -50,533 | |
| Non-controlling interests | 2,625 | 103 | |
| Equity | 2,172,936 | 1,429,652 | |
| Liabilities included in debt-to-assets ratio | 1,757,683 | 888,158 | |
| Other liabilities | 136,556 | 68,317 | |
| Total equity and liabilities | 4,067,175 | 2,386,127 | |
| Debt-to-assets ratio (%) | 43.2% | 37.2% |
| Key performance indicators according to the EPRA principles | 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|---|---|---|
| EPRA Earnings* (in €/share) | 6.14 | 3.74 |
| EPRA NRV* (in €/share) | 75.43 | 62.56 |
| EPRA NTA* (in €/share) | 64.34 | 58.42 |
| EPRA NDV* (in €/share) | 60.13 | 55.61 |
| EPRA NAV* (in €/share) | 70.65 | 58.44 |
| EPRA NNNAV* (in €/share) | 65.01 | 55.61 |
| EPRA Net Initial Yield (NIY) (in %) | 5.2% | 5.5% |
| EPRA Topped-up NIY (in %) | 5.3% | 5.5% |
| EPRA Vacancy Rate (in %) | 0.2% | 0.0% |
| EPRA Cost Ratio (including direct vacancy costs)* (in %) | 18.5% | 18.0% |
| EPRA Cost Ratio (excluding direct vacancy costs)* (in %) | 18.5% | 17.9% |

LEFT HUIZE DE COMPAGNIE – CARE RESIDENCE IN EDE (NL)
Aedifica invested approx. €83 million in 4 new Belgian healthcare real estate sites in the course of the financial year. These acquisitions further diversified our tenant base by adding 4 new care operators. Moreover, the acquisitions of the Klein Veldekens care campus in Geel and De Gouden Jaren care home in Tienen were financed through contributions in kind. 3 extension and renovation projects and 1 development project were completed in 2019/2020 as well.
in new investments made
projects completed
4
In July 2020, Aedifica invested approx. €39 million in Klein Veldekens, a brandnew innovative care campus in Geel.
• The campus accommodates 132 residents with varying care needs. The operator is certified to operate 90 residential units as care home units and may allocate this label flexibly according to the residents' care needs, irrespective of the type of accommodation. This means that residents are no longer required to move as their care needs
increase.
• Additionally, the care campus is a social project with links to the surrounding community through the integration of care functions that are also used by people from outside the campus, such as a day-care centre, a children day-care centre, a GP practice and a service centre (which are not part of Aedifica's investment).

"This project demonstrates our commitment to the development of new, innovative residential care concepts that meet the evolving expectations of the elderly and current challenges in the care sector, with a focus on flexibility and small-scale residential groups."
Stéphanie Lomme, Country Manager Belgium

ABOVE LE JARDIN INTÉRIEUR – FRASNES-LES-ANVAING CARE HOME, ACQUIRED IN OCTOBER 2020
LEFT KLEIN VELDEKENS – GEEL CARE CAMPUS, ACQUIRED IN JULY 2020
Over the course of the financial year, Aedifica made investments and announced new projects in Germany amounting to approx. €554 million. In addition to numerous acquisitions, construction also started on eight care campuses from the two last phases of the first framework agreement with Specht Gruppe concluded in 2017. Furthermore, in September 2020 Aedifica concluded a second framework agreement with Specht Gruppe. Six development and renovation projects from the pipeline also reached completion in 2019/2020.

in new investments made and projects announced
6
projects completed

In September 2020, Aedifica signed a second framework agreement with Specht Gruppe for a total amount of approx. €200 million. • Under this framework agreement, 10 new care campuses with a total capacity of approx. 1,260 units will be developed in Germany by 2024.
• In 2017, Aedifica concluded the first framework agreement with Specht Gruppe, for the development of 16 projects (4 of which have now been completed, 9 are still under construction and 3 will start in early 2021).
"Aedifica's new agreement with Specht Gruppe is another major step forward in the expansion of our German healthcare portfolio, as the Group continues to build the healthcare real estate of the future."
Heinz Beekmann, Country Manager Germany

KALTENKIRCHEN – KALTENKIRCHEN DEVELOPMENT PROJECT, COMPLETED IN JANUARY 2020
SENIORENQUARTIER
MIDDLE HAUS STEINBACHHOF – CHEMNITZ CARE HOME, ACQUIRED IN JULY 2019
ABOVE
PROJECT 2ND FRAMEWORK AGREEMENT – IMPRESSION OF A DEVELOPMENT PROJECT FROM THE 2ND FRAMEWORK AGREEMENT WITH SPECHT GRUPPE

In 2019/2020, Aedifica made investments and announced new projects in the Netherlands amounting to approximately €192 million. In addition to acquiring various care buildings (including a portfolio of five buildings in Hoogeveen operated by a not-for-profit operator, Aedifica's first mental health centre and Aedifica's first school for children with behavioural and development problems), 11 new projects were added to the pipeline and nine development and renovation projects were completed. Aedifica also set up a joint venture with Korian to invest in Dutch healthcare real estate development together.
In December 2020, Aedifica and Korian set up a joint venture to invest together in the development of Dutch healthcare real estate.
Each partner will finance 50% of the investment volume and own 50% of the real estate.
The joint venture will invest up to €75 million at a minimum. The planned care properties are small-scale care residences tailored to suit the needs of elderly people requiring residential care.
Special attention will be paid to the buildings' energy efficiency and environmental performance according to the Dutch GPR standard.
All the joint venture's care properties will be operated by the Korian group. The initial portfolio includes one care property that is already operational and three projects under construction. Another project was already added to the pipeline in January 2021.
€192 million in new investments made and projects announced
9 projects completed

"Joining forces with Korian opens up new opportunities for continued growth in the Netherlands. 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."
Eric Scheijgrond, Country Manager Netherlands
ABOVE U-CENTER – EPEN MENTAL HEALTH CENTRE, ACQUIRED IN SEPTEMBER 2020
LEFT ZORGHUIS HENGELO – HENGELO CARE RESIDENCE IN JOINT VENTURE WITH KORIAN, ACQUIRED IN DECEMBER 2020
In 2019/2020, Aedifica made investments and announced new projects in the UK amounting to approx. €174 million. A large portfolio of five care homes was acquired at the beginning of 2020, with three more brand-new care homes added in the course of the financial year. In addition, three new projects were added to the pipeline, while two renovation projects were completed.


ABOVE THE HAWTHORNS – SOUTHAMPTON CARE HOME, ACQUIRED IN JANUARY 2020
MIDDLE RICHMOND MANOR – AMPTHILL CARE HOME, ACQUIRED IN AUGUST 2020
BELOW ABBOTS WOOD MANOR – HAILSHAM FORWARD PURCHASE OF A CARE HOME, ANNOUNCED IN SEPTEMBER 2020

In January 2020, Aedifica invested approx. €71 million in a portfolio of five care homes. The buildings were built between 2005 and 2012 specifically for care provision. The portfolio houses over 460 elderly people requiring continuous care.
in new investments made and announced
2
projects completed
In September, Aedifica announced the forward purchase of Abbots Wood Manor, a care home in Hailsham.
This new build is specifically designed for care provision and houses up to 60 seniors requiring continuous care. The building was completed and added to the portfolio in January 2021.

At the end of January 2020, Aedifica completed its tender offer for Hoivatilat (a Finnish healthcare real estate investor and developer operating in Finland and Sweden), marking the Group's entry into the Northern European market. Since the acquisition, the Hoivatilat team has made investments and announced new projects in Finland amounting to approximately €177 million. Not only were new projects added to the pipeline, two large portfolios covering 7 and 10 healthcare real estate sites were also acquired at the end of December 2020. In addition, 19 development projects amounting to €76 million have been completed since the acquisition.
Hoivatilat
& Aedifica join forces
€177 million
in new investments made and projects announced
19
projects completed since acquisition
The Isokarhunkierto service community in Tuusula was completed in August 2020.
ABOVE TUUSULAN ISOKARHUNKIERTO – TUUSULA SERVICE COMMUNITY, COMPLETED IN AUGUST 2020
RIGHT TUUSULAN ISOKARHUNKIERTO – TUUSULA SERVICE COMMUNITY, COMPLETED IN AUGUST 2020

"Aedifica and Hoivatilat want to contribute to a better society by creating innovative housing concepts for an ageing and increasingly urban Europe. We look forward to expanding on our growth and developing our concepts further in cooperation with our
partners and with the support of Aedifica."
Jussi Karjula, CEO Hoivatilat Finland
Through the acquisition of Hoivatilat, the Aedifica group is also taking its first steps into Sweden. The first development projects were completed in March and April 2020: 2 brand-new specialist care homes for people with a disability in Uppsala and Heby. In addition, 3 day-care centres for children aged 0 to 6 were completed in the second half of 2020.

projects completed
The first two development projects that have been completed in Sweden are specialist care homes for people with a disability.

"Our Swedish pipeline currently encompasses specialist care homes and children day-care centres. We will however also be adding elderly care homes in the future. We look forward to further developing our Swedish activities."
Maria Frid, CEO Hoivatilat Sweden
ABOVE LSS-BOENDE GRÅMUNKE – UPPSALA SPECIALIST CARE HOME FOR PEOPLE WITH A DISABILITY, COMPLETED IN MARCH 2020
LEFT ESKILSTUNA MESTA – ESKILSTUNA CHILDREN DAY-CARE CENTRE, COMPLETED IN AUGUST 2020
Aedifica is a Belgian listed company specialising in investments in European healthcare real estate, with a particular focus on housing for older people with care needs. Thanks to our successful strategy over the past fifteen years, our Group has established itself as a market reference in listed healthcare real estate and aims to further reinforce this position in the coming years.
Aedifica aims to offer its shareholders a reliable real estate investment with an attractive return. In addition, social sustainability is one of our fundamental drivers. We want to create added value not just for our shareholders, but for society as a whole. We aim to fulfil all our stakeholders' expectations responsibly:
The Group's strategy relies on four pillars: growth potential, expertise, diversification and sustainable business.

Social sustainability is one of our fundamental drivers. We want to create added value not just for our shareholders, but for society as a whole.
RIGHT LAHDEN JAHTIKATU – CHILDREN DAY-CARE CENTRE IN LAHTI (FI)

Aedifica invests in a real estate segment with great potential for growth. Europe's population is ageing and living longer: by 2060, more than 10% of Europe's population will be over 80 years of age. The Group expects this demographic trend to drive the demand for healthcare real estate further in the next 40 years.
Currently, the most developed segment in the European healthcare real estate sector is real estate for elderly care in the broadest sense. This makes this segment the most relevant to Aedifica as well. However, the ageing population is also expected to affect the 'consumption' of care. This trend will have a significant impact on both the development of other care segments, whether residential or non-residential, and on related activities such as acute care, outpatient care and specialised care (patient hotels, rehabilitation centres, hospitals, medical centres, mental health centres, residential care centres for people with a disability, etc.). Therefore, Aedifica is also interested in investing in such healthcare real estate market segments. The Group constantly evaluates the needs and opportunities arising from this demographic shift as well as the effects of technological and scientific progress.
Furthermore, care providers (mainly in the consolidating private segment) continue to develop their activities, while governments have only limited resources to meet the growing demand and are therefore more often focused on funding care and dependent care facilities 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.
Thanks to the expertise and knowledge we have built up over the past 15 years, Aedifica can respond flexibly to increasing market demands and healthcare providers' specific real estate needs. We cooperate with high-quality healthcare providers and invest in their long-term growth as well as our own. Our long-term operator partnerships mean we are aware of their specific needs and expectations, allowing us to invest in buildings that combine innovative care concepts and technologies through development, redevelopment, acquisitions and/or renovation. Our expertise makes us a perfect partner for healthcare real estate investments, distinguishing us from other investors in the sector.
By 2060, more than 10% of Europe's population will be over 80 years of age. This will further stimulate the demand for healthcare real estate.
Aedifica expands and optimises its real estate portfolio through the construction of brand-new care facilities and the acquisition, renovation and/or expansion of existing buildings. To limit any risks and avoid
over-reliance on a specific care concept or social security system, we develop a balanced portfolio through diversification as to geographical location, tenants and property type.
Aedifica has a proven track record in entering new markets and the creation of platforms for further growth. Since our expansion into Ireland in early 2021, (see page 38), we are active in seven countries: Belgium, Germany, the Netherlands, the United Kingdom, Finland, Sweden and Ireland. More information on these countries' healthcare real estate market is available in the Property Report on page 78. This geographical diversification means that Aedifica is not dependent on a single social security system and allows us to further diversify our tenant base. We plan to continue exploring new European markets in the future.
Aedifica's European experience is also reflected in its business model, which relies on intensive cooperation and interaction with local teams in each country. In this way, we combine local proximity and agility with economies of scale regarding operational excellence and know-how into a business model that can be rolled out to new markets.

Aedifica leases its healthcare facilities to over 110 groups of professional and specialised healthcare providers (private, non-profit and public operators) through long-term leases. Each healthcare group that operates Aedifica
properties generates less than 15% of our total rental income, providing for a diversified income stream. Aedifica aims to continue diversifying its tenant base in the future as well.
BREAKDOWN OF CONTRACTUAL

Aedifica also diversifies its investments by type of building. Our primary focus is on meeting the growing demands caused by an ageing European population by investing in different types of accommodation for seniors with care needs. In addition to buildings focused on providing care for the elderly, Aedifica also invests in real estate offering other types of care (such as childcare, specialist care for people with a disability, mental health care, rehabilitation care, education, etc.) and real estate that offers multiple types of care at a single location.

Within its healthcare real estate portfolio, Aedifica distinguishes the following types of buildings:
centres, medical centres, medical practices, children day-care centres, housing for people with a disability, etc. In northern Europe, our subsidiary Hoivatilat integrates these 'service communities' seamlessly into residential areas or city blocks, developing Aedifica's care buildings in unity with residential housing and other amenities such as restaurants or supermarkets.
We commit to an environmentally and socially responsible investment and development process from start to finish, together with our operational partners.
Sustainable entrepreneurship is an integral part of Aedifica's DNA, because we believe that our company's long-term growth and
success depend on the well-being of our buildings' residents and, more generally, on support of the people and communities around us, while preserving the planet. For this reason, we commit to environmentally and socially responsible investments and developments from start to finish, together with our operational partners. With a view to meeting our responsibilities towards society, we have developed an ambitious CSR Action Plan1 that we want to implement by 2025, in which we have described the sustainability goals that we want to realise regarding the environment, corporate social responsibility and ESG2 factors. For more information about Aedifica's CSR ambitions, action plan and achievements so far, please see the sustainability report available on our website.
Aedifica's ambitious growth strategy is bearing fruit. The fair value of our investment properties including assets classified as held for sale*, averaged a coumpound annual growth rate of 28% over the past fifteen years and reached €3.8 billion on 31 December 2020. This growth allows Aedifica to implement several economies of scale, in particular:
Improvement of EPRA Earnings* per share and, consequently, shareholder return.
Corporate Social Responsibility.
2. Environmental, social & governance.
In 2020, Aedifica celebrated its fifteenth birthday. Since its launch in 2005, Aedifica has grown from a small Belgian start-up into a BEL20 company and international reference player in European healthcare real estate. For fifteen years now, Aedifica and its investors have been building the healthcare real estate of the future and we are not nearly done with this yet.

Aedifica added Hoivatilat to the Group in January 2020 following its voluntary public tender offer for all shares of the Finnish healthcare real estate developer and investor in November 2019. Thanks to this acquisition, Aedifica entered the Northern European market (Finland and Sweden) and the Group completed its largest acquisition to date. This investment in two new countries not only diversifies the Aedifica portfolio geographically but also expands the tenant base. Furthermore, the Group's real estate activities will be extended to healthcare real estate development, since that is Hoivatilat's original core competence.
page 31
To improve the Group's equity, it launched a public capital increase with irreducible priority allocation rights in October 2020. Investors widely welcomed the capital increase, which was the largest ever in the history of the Belgian RREC sector at €459 million (including issue premium). Aedifica also completed a capital increase through accelerated private placement ('ABB') with international institutional investors for €207 million (incl. issue premium) in April 2020 and two additional capital increases by contribution in kind totalling €47 million. Thanks to these capital injections, Aedifica raised more than €700 million on the capital markets in 2019/2020 and the Group is assured of sufficient resources to fund future growth
page 43
In May 2020, Aedifica stepped up its sustainability and corporate social responsibility commitments by including an ambitious new ESG action plan in its sustainability report. This resulted in an 'EPRA sBPR Gold Award'. The plan defines 20 goals relating to sustainability, good governance and social affairs that the Group intends to achieve by 2025
page 163
Aedifica has been part of the BEL 20 since March 2020. This inclusion in the leading share index of Euronext Brussels recognises Aedifica's international growth trajectory in recent years and confirms market confidence in the Group. Furthermore, Aedifica was also added to the Stoxx Europe 600 Index and GPR 250 Index in the course of the financial year.
"For fifteen years now, we have co-operated closely with our tenants on innovative care concepts that give our residents space to live their lives the way they want - and we are not nearly done with this yet."
Stefaan Gielens, CEO
Over the course of the 2019/2020 financial year, the fair value of Aedifica's marketable real estate portfolio increased by €1,404 million, from €2,270 million to €3,673 million. In addition to the substantial Hoivatilat acquisition at the beginning of January 2020, Aedifica made investments and announced new projects for a record amount of approx. €1,185 million in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden. Moreover, 45 development projects amounting to €231 million were completed in Aedifica's six home markets in 2019/2020.

Dear Shareholder,
Aedifica has once again raised the bar. In the extended financial year in which we celebrated our fifteenth anniversary, we have shown that we continue to live up to our ambitions as a European healthcare real estate investor. Aedifica's international expansion continued at cruising speed: the Group expanded in Northern Europe through the acquisition of Hoivatilat, a second framework agreement was signed with Specht Gruppe for the construction of new care campuses in Germany, and on top of that, a record amount in investments was carried out and announced. The market's confidence in our growth strategy was reflected in the inclusion in the BEL 20 and a series of successful capital increases that raised
LEFT STEFAAN GIELENS CEO RIGHT SERGE WIBAUT CHAIRMAN OF THE BOARD OF
DIRECTORS
over €700 million, strengthening the Group to continue its growth momentum. Moreover, we are paying more attention than ever to sustainability and put our objectives into practice in an ambitious action plan on corporate social responsibility. Despite the global Covid-19 pandemic, which is exerting great pressure on the healthcare sector, Aedifica is delivering solid results, and the Group has further strengthened its position as a European market reference in listed healthcare real estate.
Despite these good results, this is undeniably a financial year characterised by very mixed feelings. As a company that is close to the care sector, Aedifica feels closely involved with the residents of its care facilities and the teams that take care of them. We
Over 15 years, our portfolio grew by an average annual growth rate of 28% to €3.8 billion, making us one of the largest listed healthcare real estate investors in Europe.
would therefore like to express our gratitude to the care staff for the exceptional work and continuous efforts made during the Covid-19 pandemic. The coronavirus has had a major impact on our society, which will continue to be felt in 2021. We are therefore aware of the pressure on the care sector and the care
operators and the risks this entails. The vaccination campaigns that have started across Europe and will continue to be rolled out in the coming months, as well as the unprecedented resilience shown by the healthcare sector over the past year, give cause for moderate optimism and hope that the healthcare sector can return to normal in the course of 2021.
Since its launch on 7 November 2005, Aedifica has grown from a small Belgian start-up into a reference player in European healthcare real estate. Over 15 years, our portfolio grew by an average annual growth rate of 28% to €3.8 billion, making us one of the largest listed healthcare real estate investors in Europe. To support this strong European growth, we have firmly established ourselves in our six markets with local teams, enabling us to respond closely to the needs of our tenants. In close cooperation with them, we are investing in sustainable and innovative care concepts that put residents centre stage and give them the space to receive care in the way they prefer. Together, we are building the healthcare real estate of the future - and we are not nearly done with this yet.
In early 2020, Aedifica once again demonstrated its international ambitions by acquiring Hoivatilat, a Finnish healthcare real estate investor that develops innovative housing and care concepts in Finland and Sweden. Adding two new countries to the Group's portfolio, this is Aedifica's most extensive acquisition to date. Taking into account Aedifica's track record of international growth and Hoivatilat's successful build-and-hold strategy, this milestone transaction provides an excellent basis for the Group's future growth in Northern Europe.
In addition, Aedifica reinforced the expansion of its portfolio by signing a second framework agreement with Specht Gruppe for a total amount of approx. €200 million. Under this new framework agreement, 10 new care campuses with a total capacity of approx. 1,260 units will be developed in Germany
Aedifica's international ambitions were not only evident in those two sizeable transactions in Northern Europe and Germany. Indeed, during the eighteen months of the 2019/2020 financial year, the Group carried out investments and announced new projects of approx. €1,185 million in 117 care properties. In addition, in all six countries where Aedifica operates, a total of 45 projects from the development pipeline in the amount of approx. €231 million were completed.
All the investments made over the past eighteen months led Aedifica's real estate portfolio to grow to 496 sites with a capacity of approx. 27,600 residents and 9,600 children. The fair value of marketable investment properties1 increased by approx. €1,404 million (+62%) to €3,673 million (compared to €2,270 million at the beginning of the financial year). In addition, as of 31 December 2020, the Group has a total investment budget in pre-leased development projects of approx. €756 million (see section 3.2 of the Property Report). Taking into account the fair value of the investment properties, the development projects to be completed over a period of three years and the investments carried out and announced since 1 January 2021, Aedifica's total portfolio is expected to reach the €4.5 billion mark.
Aedifica's growth strategy continues to enjoy market confidence, as evidenced by the fully subscribed capital increase that was completed in October 2020. In this capital increase, €459 million was raised through a public offer to subscribe to new shares with priority allocation rights, making it the largest ever capital increase in the Belgian RREC sector. In addition, Aedifica completed a capital increase of €207 million in April 2020 via accelerated bookbuilding (ABB), which attracted great interest from international institutional
The acquisition of

Hoivatilat provides an
investors. These two capital increases and two contributions in kind enabled the Group to raise more than €700 million. These capital increases strengthened Aedifica's equity position and significantly reduced the consolidated debtto-assets ratio to 43.2% as of 31 December 2020, providing the Group with a strong balance sheet to support further growth. In 2019/2020, Aedifica issued for the first time a bond of €40 million under the sustainable finance framework. In addition, in February 2021, the Group signed its first private placement with US, UK
and Canadian institutional investors by way of a £180 million bond issue, which attracted strong investor support.
The market valuation is also reflected in the premium with which the Group's share is listed as of 31 December 2020: 46.3% compared to the net asset value per share excluding changes in fair value of the hedging instruments* or a premium of 49.4% compared to the net asset value per share.
In addition, the market's confidence in the Group's international growth trajectory in recent years was also confirmed by the inclusion of the Aedifica share in the BEL 20, the leading share index of Euronext Brussels. Furthermore, the share has also been listed on Euronext Amsterdam since November 2019. This second listing and inclusion in the BEL 20 not only provide a wider investor base but also increase the liquidity of the share on the stock exchange.
Aedifica focuses not only on investments and growth but also on managing its existing real estate assets. The result of this effort is reflected in excellent rental incomes (€259.5 million, 18 months). The EPRA Earnings* amount to €162.7 million (18 months; compared to €72.1 million as of 30 June 2019, 12 months), i.e. €6.14 per share (18 months; compared to €3.74 as of 30 June 2019, 12 months), taking into account a larger number of shares. Aedifica's total profit amounts to €173 million (18 months; compared to €123 million as of 30 June 2019, 12 months).
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 their contribution to the Group's development.
Based on these results, Aedifica's Board of Directors will propose to the Annual General Meeting on 11 May 2021 a gross dividend of €4.60 per share (subject to a reduced withholding tax of 15%). For the period from 1 July 2019 to 30 June 2020, an interim dividend of €3.00 was already paid on 7 October 2020. The final dividend of €1.60 covers the period from 1 July 2020 to 31 December 2020 inclusive and will be divided over two coupons (coupon no. 26 amounts to €1.03 and has already been detached, coupon no. 27 amounts to €0.57).
In the past financial year, Aedifica has proven that it can achieve its growth ambitions even in a volatile macroeconomic environment, and the Group intends to continue along this path in 2021 as well. Aedifica has already taken a big step forward in terms of international growth in the new financial year thanks to its first acquisitions in Ireland, which marks the Group's entry into a seventh country. In addition, various new investment opportunities are being analysed. Even without taking into account new investments, the Group's future growth is assured by the extensive pipeline of development projects. 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 2021 financial year, EPRA Earnings* are expected to amount to €137 million or €4.16 per share, taking into account the larger number of shares. The Board of Directors anticipates a gross dividend of €3.30 per share.
In close cooperation with our operators, we are investing in sustainable and innovative care concepts that put residents centre stage and give them the space to receive care in the way they prefer.
Serge Wibaut Stefaan Gielens Chairman of the Chief Executive Board of Directors Officer




* 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.
total dividend (18M)

Forecast for the 2021 financial year: proposed gross dividend of €3.30.
See press releases of 4 November 2019, 27 November 2019, 5 December 2019 and 30 January 2020 for more information.
1. This Management Report is based on the Consolidated Financial Statements. It also includes certain information related to the statutory annual accounts, which is always explicitly mentioned. The statutory annual accounts and the statutory management report will be filed with the National Bank of Belgium within the statutory deadlines and can be obtained free of charge on the Company's website (www.aedifica.eu) or by simple request at the Company's headquarters.

BELOW SPORENPARK – CARE HOME IN BERINGEN (BE)
Investments and completions carried out during the 2019/2020 financial year are detailed below in section 1.1. They are also described in the Company's press releases, which are available online at www.aedifica.eu.
In November 2019, Aedifica (through its Finnish subsidiary Aureit Holding Oy) launched a voluntary public tender offer on all shares of Hoivatilat Oyj, a Finnish healthcare real estate investor and developer operating in Finland and Sweden. At the end of January 2020, Aedifica completed its tender offer on Hoivatilat, entering the Northern European market and adding a fifth and sixth country to its portfolio. Following the squeeze-out procedure for the remaining Hoivatilat shares, Aedifica acquired 100% of the shares on 15 May 2020. The Hoivatilat share was delisted from Nasdaq Helsinki. Aedifica financed this transaction through existing and new bank financing.
Hoivatilat is an attractive partner to enter the Northern European healthcare real estate market with a high-quality, purpose-built portfolio, a substantial pipeline of development projects and a very experienced management team. The company has a build-and-hold strategy and thus develops itself the care buildings that are rented out. This transaction offers an excellent opportunity for Hoivatilat to continue its growth strategy, both in Finland and in the other countries of Northern Europe.



In addition to the acquisition of Hoivatilat, Aedifica carried out investments or announced new projects in 117 care properties in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden during the 2019/2020 financial year. As of 31 December 2020, the total amount of investments announced and carried out amounted to approx. €1,185 million.
| Name | Type | Location | Date | Invest ment (€ milli on)1 |
Pipeline (€ milli on)2 |
Gross rental yield (approx. %) |
Com pletion |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| Belgium | 83 | - | |||||||
| Klein Veldekens | Acquisition | Geel | 09/07/2020 | 39 | - | 4.5% | - | 30 yrs - NNN |
Astor |
| Familiehof | Acquisition | Schelle | 01/10/2020 | 14 | - | 4.5% | - | 27 yrs - NNN |
Vivalto Home |
| Le Jardin Intérieur | Acquisition | Frasnes- les - Anvaing |
30/10/2020 | 22 | - | 4.25% | - | 27 yrs - NNN |
Orelia |
| De Gouden Jaren | Acquisition | Tienen | 17/12/2020 | 8 | - | 5% | - | 20 yrs - NNN |
Emera |
| Germany | 151 | 403 | |||||||
| Zur alten Linde Seniorenwohnpark Hartha |
Acquisition 3 | Rabenau Tharandt |
09/07/2019 | 18 | - | 6% | - | 30 yrs - NN |
EMVIA Living |
| Haus Steinbachhof Seniorenhaus Wiederitzsch |
Acquisition 3 | Chemnitz Leipzig |
09/07/2019 | 23 | - | 6% | - | 19 yrs - NN 24 yrs - NN |
Casa Reha 6 Convivo |
| Seniorenhaus Lessingstrasse |
Acquisition | Wurzen | 21/08/2019 | - | 7 | 5.5% | Q3 2021 | 25 yrs - NN |
Seniorhenhaus Lessingstrasse |
| Haus Wellengrund | Acquisition & redevelopment |
Stemwede | 1/11/2019 | 3 | 8 | 6% | Q3 2020 | 30 yrs - NN |
Argentum |
| Sonnenhaus Ramsloh Johanniter-Haus Lüdenscheid Quartier am |
Acquisition & construction (Quartier am Rathausmarkt) |
Ramsloh Lüdenscheid Bremervörde |
17/12/2019 | 19 | 16 | 5% | Q3 2021 (Quartier am Rathaus markt) |
30 yrs - NN |
Sonnenhaus Saterland Die Johanniter Specht Gruppe |
| Rathausmarkt Seniorenquartier Bremen |
Acquisition & development 4 |
Bremen | 17/12/2019 | 5 | 58 | >5% | Q3 2021 | 30 yrs - NNN |
EMVIA Living |
| Seniorenquartier Weyhe |
Weyhe Langwedel |
||||||||
| Seniorenquartier Langwedel |
Sehnde | ||||||||
| Seniorenquartier Sehnde |
|||||||||
| Vitanas portfolio (7 sites) |
Acquisition & renovation 5 |
Berlin, Plön, Wankendorf, Ueckemünde |
18/12/2019 | 64 | 28 | >5% | 2024 | WAULT 23 yrs - NN |
Vitanas |
| BAVARIA Senioren und Pflegeheim |
Acquisition & renovation |
Sulzbach Rosenberg |
01/01/2020 | 5 | 1 | 6% | In the next 4 years |
30 yrs - NN |
Auriscare |
| Wohnstift am Weinberg |
Acquisition & renovation |
Kassel | 18/01/2020 | 10 | 10 | 5.5% | In the next 3 years |
30 yrs - NN |
Cosiq |
1. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).
2. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. The development projects are listed in the pipeline of projects and renovations (see section 3.2 of the Property Report on page 102).
3. These acquisitions have already been announced during the 2018/2019 financial year.
4. Phase III of the first framework agreement with Specht Gruppe.
5. Two sites (Am Parnassturm and Am Marktplatz) were only added to the portfolio on 14 February 2020, following the completion of the conditions precedent.
| Name | Type | Location | Date | Invest ment (€ milli on)1 |
Pipeline (€ milli on)2 |
Gross rental yield (approx. %) |
Com pletion |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| SARA Seniorenresidenz Haus III |
Forward purchase |
Bitterfeld Wolfen |
28/08/2020 | - | 9 | 5.5% | Q1 2021 | WAULT 28 yrs - NN |
SARA |
| Second framework agreement with Specht Gruppe for the development of 10 care campuses |
Development | Germany | 10/09/2020 | - | 200 | 5% | 2022- 2024 |
30 yrs - NNN |
Master lease with Specht Gruppe, but ultimately a diversified pool of tenants |
| Seniorenquartier Cuxhaven |
Acquisition & development 3 |
Cuxhaven Gera |
16/12/2020 | 4 | 66 | 5% | 2021- 2022 |
30 yrs - NNN |
EMVIA Living & other |
| Seniorenquartier Gera |
Gummers bach |
experienced operators |
|||||||
| Seniorenquartier Gummersbach |
Schwerin | ||||||||
| Seniorenquartier Schwerin |
|||||||||
| Netherlands | 128 | 64 | |||||||
| Rumah Saya | Acquisition | Apeldoorn | 09/07/2019 | 10 | - | 6% | - | 15 yrs - NNN |
Stichting Nusantara Zorg |
| Residentie La Tour Villa Casimir |
Acquisition & redevelopment |
Roermond | 09/07/2019 | 4 | 8 | 6% | 2020 | 20 yrs - NNN |
Ontzorgd Wonen Groep Senior Living 4 |
| Vinea Domini | Acquisition & redevelopment |
Witmarsum | 07/08/2019 | 1 | 3 | 6% | 2020 | 25 yrs - NNN |
Senior Living 4 |
| Woonconcept portfolio (5 sites) |
Acquisition | Hoogeveen | 28/08/2019 | 44 | - | 6.5% | - | WAULT 26 yrs - NN |
NNCZ |
| Natatorium | Extension | Velp | 28/11/2019 | 2 | 3 | 6.5% Q4 2021 | 20 yrs - NNN |
Senior Living 4 | |
| Villa Nuova | Development | Vorden | 29/11/2019 | 2 | 5 | 5.5% | Q1 2021 | 20 yrs - NNN |
Senior Living 4 |
| Hilversum SVE | Acquisition & development |
Hilversum | 03/03/2020 | 4 | 8 | 6% | In the next 3 years |
20 yrs - NNN |
Stichting Hilverzorg |
| Martha Flora Dordrecht |
Acquisition & development |
Dordrecht | 06/04/2020 | 2 | 5 | 5.5% | Q2 2021 | 25 yrs - NNN |
Martha Flora |
| U-center | Acquisition | Epen | 09/09/2020 | 10 | - | 6% | - | 20 yrs - NNN |
U-center |
| LLT Almere Buiten | Acquisition & development |
Almere | 14/09/2020 | 2,5 | 6,5 | 5.5% | Q1 2022 | 20 yrs - NNN |
Saamborgh |
| Martha Flora Goes | Acquisition & development |
Goes | 21/09/2020 | 2 | 5 | 5.5% Q1 2022 | 25 yrs - NNN |
Martha Flora | |
| Martha Flora Hulsberg |
Acquisition & development |
Hulsberg | 21/09/2020 | 1,5 | 4,5 | 5.5% | Q4 2021 | 25 yrs - NNN |
Martha Flora |
| Joint venture (50/50) with Korian (4 sites) |
Acquisition & development |
Lelystad, Soest, Woudenberg, Hengelo |
10/12/2020 | 6 | 11 | 5.5% | 2021- 2022 |
NNN | Korian group |
| OZC Orion | Acquisition | Leiderdorp | 17/12/2020 | 5,5 | - | 6% | - | 15 yrs - NN |
Cardea & PROO Leiden |
| Valuas Zwolle | Acquisition & redevelopment |
Zwolle | 17/12/2020 | 3 | 5 | 5% Q3 2022 | 25 yrs - NNN |
Valuas |
The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).
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 pipeline of projects and renovations (see section 3.2 of the Property Report on page 102).
Phase IV of the first framework agreement with Specht Gruppe.
Korian group.
| Name | Type | Location | Date | Invest ment (€ milli on)1 |
Pipeline (€ milli on)2 |
Gross rental yield (approx. %) |
Com pletion |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| Pachterserf | Acquisition | Apeldoorn | 17/12/2020 | 8 | - | 5.5% | - | WAULT 11 yrs - NN |
Stichting Zorggroep Apeldoorn |
| Care campus Uden | Acquisition | Uden | 24/12/2020 | 20.5 | - | 6% | - | WAULT 17 yrs - NN |
Stichting Laverhof |
| United Kingdom 3 | 118 | 56 | |||||||
| 9 care homes | Extension of 9 sites |
United Kingdom |
18/09/2019 | - | 12 | 7% | 2020 | NNN leases |
Burlington Care MMCG |
| Hazel End Care home |
Acquisition | Bishop's Stortford |
19/12/2019 | 15 | - | 6% | - | 35 yrs – NNN |
Halcyon Care Homes |
| The Grange Deepdene Princess Lodge The Hawthorns Minster Grange |
Acquisition | Southall Dorking Swindon Southampton York |
13/01/2020 | 71 | - | 6% | - | 30 yrs - NNN |
Bondcare Maria Mallaband Maria Mallaband Bondcare Maria Mallaband |
| Marham House | Acquisition | Bury St Edmunds |
06/03/2020 | 14 | - | 6% | - | 35 yrs - NNN |
Halcyon Care Homes |
| Priesty Fields Care Home |
Forward purchase |
Congleton | 24/07/2020 | - | 14 | 6% | Q1 2021 | 30 yrs - NNN |
Handsale |
| Richmond Manor | Acquisitie | Ampthill | 13/08/2020 | 18 | - | 5.5% | - | 25 yrs - NNN |
Hamberley Care Homes |
| Hamberley Hailsham | Forward purchase |
Hailsham | 24/09/2020 | - | 16 | 5.5% | Q1 2021 | 25 yrs - NNN |
Hamberley Care Homes |
| MMCG Chard | Acquisition & development |
Chard | 15/12/2020 | - | 14 | 7% | Q4 2022 | 30 yrs - NNN |
Maria Mallaband |
| Finland | 111 | 66 | |||||||
| 4 projects | Development | Finland | Q2 2020 | - | 39 | 6.5% | In the next 2 years |
NN leases | Multiple tenants |
| 2 projects | Development | Finland | Q3 2020 | - | 10 | 6.5% | 2021 | NN leases | Multiple tenants |
| Jyväskylä Sulkulantie | Acquisition | Jyväskylä | 31/07/2020 | 2 | - | 6.5% | - | 15 yrs - NN |
Vetrea |
| 5 projects | Development | Finland | Q4 2020 | - | 17 | 6.5% | In the next 2 years |
NN leases | Multiple tenants |
| Oulun Villa Sulka Oulun Maininki Loimaan Villa Inno Mikkelin Kastanjakuja Kouvolan Oiva Kuopion Oiva Nokian Luhtatie |
Acquisition | Oulu Oulu Loimaa Mikkeli Kouvola Kuopio Nokia |
10/12/2020 | 26.5 | - | 6% | - | WAULT 13 yrs - NN |
Mehiläinen Caritas Aspa Mehiläinen Aspa Mehiläinen Mehiläinen |
1. The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired).
2. The amounts in this column are the budgets for development projects that Aedifica will finance or acquisitions of which the conditions precedent will be fulfilled in the course of the coming months. The development projects are listed in the pipeline of projects and renovations (see section 3.2 of the Property Report on page 102).
| Name | Type | Location | Date | Invest ment (€ milli on)1 |
Pipeline (€ milli on)2 |
Gross rental yield (approx. %) |
Com pletion |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| Nokia Kivimiehenkatu Jyväskylä Martikaisentie Kaskinen Bladintie Kotka Metsäkulmankatu Vaasa Mäkikaivontie Vaasa Tehokatu Oulu Isopurjeentie Teuva Tuokkolantie Vantaa Asolantie Seinäjoki Kutojankatu |
Acquisition | Nokia Jyväskylä Kaskinen Kotka Vaasa Vaasa Oulu Teuva Vantaa Seinäjoki |
17/12/2020 | 82 | - | 6% | - | WAULT 10 yrs - NN |
Hovi Group Vetrea Kaskinen Attendo Vacant Attendo Attendo Attendo Mehilainen Esperi |
| Sweden 3 | - | 5 | |||||||
| Upplands Väsby Havregatan |
Development | Upplands Väsby |
09/2020 | - | 3 | 6.5% Q3 2021 | 15 yrs - NN |
Norlandia | |
| Tierp LSS-boende | Development | Tierp | 12/2020 | - | 2 | 6% Q3 2021 | 15 yrs - NN |
Team Olivia | |
| TOTAL | 591 | 594 |

RIGHT RESIDENTIE KARTUIZERHOF – CARE HOME IN LIERDE (BE)
Over the course of 2019/2020, a total of 45 pipeline development projects were delivered upon completion of construction works. The total budget of all projects that have been completed amounts to approx. €231 million.
| Name | Type | Location | Date | Invest ment (€ milli on) 1 |
Gross ren tal yield (approx. %) |
Lease | Operator |
|---|---|---|---|---|---|---|---|
| Belgium | 18 | ||||||
| 't Hoge III | Extension | Kortrijk | 28/11/2019 | 2 | 6% | 27 yrs - NNN | Senior Living Group 2 |
| Plantijn III | Renovation | Kapellen | 17/12/2019 | 1 | 6% | 27 yrs - NNN | Armonea 3 |
| Résidence Aux Deux Parcs |
Extension | Jette | 31/10/2020 | 3 | 5.5% | 27 yrs - NNN | Senior Living Group 2 |
| Rembertus | Forward purchase |
Mechelen | 01/12/2020 | 12 | 5% | 27 yrs - NNN | Armonea 3 |
| Germany | 64 | ||||||
| Seniorenquartier Schwerin |
Development | Schwerin | 15/08/2019 | 11 | 5.5% | 30 yrs - NN | EMVIA Living |
| Seniorenzentrum Weimar |
Acquisition | Weimar | 01/10/2019 | 16 | 6% | 25 yrs - NN | Azurit Rohr |
| Seniorenquartier Kaltenkirchen |
Development | Kaltenkirchen | 16/01/2020 | 15 | 5.5% | 30 yrs - NN | EMVIA Living |
| Seniorenquartier Beverstedt |
Development | Beverstedt | 15/07/2020 | 10 | 5.5% | 30 yrs - NN | EMVIA Living |
| Pflegecampus Plauen | Development | Plauen | 05/09/2020 | 11 | 5.5% | 25 yrs - NN | Aspida |
| Zehlendorf 2nd phase | Renovation | Zehlendorf | 31/10/2020 | 1 | 6% | 24 yrs - NN | EMVIA Living |
| Netherlands | 53 | ||||||
| Sorghuys Tilburg | Development | Berkel-Enschot | 20/02/2020 | 3 | 6% | 25 yrs - NNN | Senior Living 2 |
| Het Gouden Hart Harderwijk |
Development | Harderwijk | 31/03/2020 | 7 | 5.5% | 25 yrs - NNN | Het Gouden Hart 2 |
| De Statenhof | Extension & renovation |
Leiden | 01/06/2020 | 2 | 5.5% | WAULT 23 yrs - NNN |
Senior Living 2 |
| Villa Berkum | Development | Zwolle | 30/06/2020 | 5 | 6% | 25 yrs - NNN | Senior Living 2 |
| De Merenhoef 4 | Renovation | Maarssen | 30/06/2020 | 7 | 7% | WAULT 13 yrs - NN |
Stichting Leger des Heils Welzijns- en Gezondheidszorg |
| Villa Casimir | Development | Roermond | 01/10/2020 | 2 | 6% | 20 yrs - NNN | Senior Living 2 |
| Residentie La Tour | Development | Roermond | 30/11/2020 | 7 | 6% | 20 yrs - NNN | Ontzorgd Wonen Groep |
| Verpleegcentrum Scheemda |
Development | Scheemda | 01/12/2020 | 4 | 6.5% | 20 yrs - NNN | Stichting Oosterlengte |
| LTS Winschoten | Development | Winschoten | 01/12/2020 | 16 | 5% | 25 yrs - NN | Stichting Oosterlengte |
| United Kingdom 5 | 4 | ||||||
| Cowdray Club | Renovation | Aberdeen | 23/08/2019 | 3 | 7% | 25 yrs - NNN | Renaissance |
| MMCG projects | Renovation of 9 sites |
United Kingdom 31/12/2019 | 1 | 7.5% | WAULT 23 yrs - NNN |
Maria Mallaband Care Group |
The amounts in this column only include the works that were carried out.
| Name | Type | Location | Date | Invest ment (€ milli on) 1 |
Gross ren tal yield (approx. %) |
Lease | Operator |
|---|---|---|---|---|---|---|---|
| Finland | 76 | ||||||
| Koy Pieksämäen Ruustinnantie |
Development | Pieksämäki | 17/01/2020 | 2 | 6.5% | 20 yrs - NN | Attendo |
| Koy Kuopion Portti A2 | Development | Kuopio | 01/02/2020 | 10 | 5.5% | 20 yrs - NN | Attendo |
| Koy Riihimäen Jyrätie | Development | Riihimäki | 03/02/2020 | 2 | 6.5% | 15 yrs - NN | Mehiläinen |
| Koy Lahden keva makarantie |
Development | Lahti | 01/03/2020 | 2 | 6.5% | 19 yrs - NN | KVPS |
| Koy Vaasan Uusmetsäntie |
Development | Vaasa | 01/08/2020 | 5 | 9% | 15 yrs - NN | Kunta |
| Koy Tuusulan Isokarhunkierto, hoiva |
Development | Tuusula | 01/08/2020 | 6 | 6.5% | 20 yrs - NN | Norlandia |
| Koy Tuusulan Isokarhunkierto, päiväkoti |
Development | Tuusula | 01/08/2020 | 2 | 6% | 15 yrs - NN | Norlandia |
| Koy Rovaniemen Santamäentie |
Development | Rovaniemi | 01/08/2020 | 4 | 8.5% | 20 yrs - NN | Kunta |
| Koy Rovaniemen Gardininkuja |
Development | Rovaniemi | 01/08/2020 | 2 | 8% | 15 yrs - NN | Pilke |
| Koy Kontiolahden Päiväperhosenkatu |
Development | Lehmo | 01/08/2020 | 2 | 7.5% | 15 yrs - NN | Pilke |
| Koy Lahden Kurenniityntie |
Development | Villahde | 01/08/2020 | 2 | 8.5% | 15 yrs - NN | Peikometsä |
| Koy Ulvilan Kulmalantie | Development | Ulvila | 01/08/2020 | 3 | 6.5% | 15 yrs - NN | Hoivahotellit |
| Koy Iisalmen Satamakatu |
Development | Lisalmi | 01/09/2020 | 7 | 6% | 15 yrs - NN | Vetrea |
| Kangasalan Hilmanhovi, laajennus |
Development | Kangsala | 01/09/2020 | 1 | 7.5% | 15 yrs - NN | Ikifit |
| Koy Järvenpään Yliopettajankatu |
Development | Järvenpää | 01/09/2020 | 5 | 6% | 25 yrs - NN | Kristillinen Koulu |
| Koy Kouvolan Ruskeasuonkatu |
Development | Kouvola | 16/11/2020 | 8 | 6% | 20 yrs - NN | Attendo |
| Koy Oulun Ruismetsä | Development | Oulu | 01/12/2020 | 5 | 8.5% | 25 yrs - NN | Kunta |
| Koy Rovaniemen Muonakuja |
Development | Rovaniemi | 01/12/2020 | 2 | 8% | 15 yrs - NN | Lapin Turkoosi Oy |
| Koy Oulun Siilotie | Development | Oulu | 14/12/2020 | 6 | 6.5% | 15 yrs - NN | Mehiläinen |
| Sweden 2 | 16 | ||||||
| Gråmunkehöga LSS Boende |
Development | Uppsala | 31/03/2020 | 2 | 6.5% | 16 yrs - NN | Team Olivia |
| Heby LSS Boende | Development | Heby | 14/04/2020 | 2 | 7% | 21 yrs - NN | Alternatus |
| Eskilstuna Mesta | Development | Eskilstuna | 15/08/2020 | 5 | 7% | 15 yrs - NN | British mini |
| Älmhult Kunskapsgatan Development | Älmhult | 01/12/2020 | 3 | 7% | 16 yrs - NN | Kunskapsförskolan | |
| Norrtälje Östhamra Förskola |
Development | Norrtälje | 14/12/2020 | 4 | 7% | 16 yrs - NN | Kunskapsförskolan |
| TOTAL | 231 |
The amounts in this column only include the works that were carried out.
Amounts in £ were converted into € based on the exchange rate of the transaction date.
Over the course of the 2019/2020 financial year, eight sites were divested in order to optimise the real estate portfolio.
| Name | Location | Country | Date | Selling price (€ million) 1 |
|---|---|---|---|---|
| De Statenhof Hoogbouw | Leiden | Netherlands | 13/12/2019 | 6.5 |
| Koy Uudenkaupungin Merimetsopolku A | Uusikaupunki | Finland | 31/03/2020 | 1.3 |
| HGH Driebergen | Driebergen | Netherlands | 23/04/2020 | 0.8 |
| Prinsenhof | Koersel | Belgium | 29/04/2020 | 8.2 |
| Delves Court | Walsall | United Kingdom | 13/05//2020 | 2.7 |
| Asunto Oy Iisalmen Satamatori | Iisalmi | Finland | 05/08/2020 | 1.9 |
| Building plot De Notelaar | Olen | Belgium | 24/11/2020 | 0.5 |
| Plas Rhosnesni | Wrexham | United Kingdom | 21/12/2020 | 1.6 |
| TOTAL | 23.5 |
After 31 December 2020, Aedifica has carried out investments and announced new projects in fifteen care properties for a total amount of €134 million. In February and March 2021, Aedifica acquired its first five care homes in Ireland.
| Name | Type | Location | Date | Invest ment (€millon) 2 |
Pipeline (milli on) 3 |
Gross rental yield (ca. %) |
Comple tion |
Lease | Operator |
|---|---|---|---|---|---|---|---|---|---|
| Netherlands | 3 | 8 | |||||||
| Stepping Stones Blaricum 4 |
Acquisition & development |
Blaricum | 26/01/2021 | 1 | 3 | 5.5% | Q2 2022 | NNN | Korian group |
| Martha Flora Oegstgeest |
Acquisition & development |
Oegstgeest | 25/02/2021 | 2 | 5 | 5.5% | Q2 2022 | 25 yrs - NNN |
Martha Flora |
| United Kingdom 1 | 47 | 8 | |||||||
| Abbot Care Home | Acquisition | Harlow | 14/01/2021 | 45 | - | 5.5% | - | 30 yrs - | Excelcare |
| Stanley Wilson Lodge |
Saffron Walden |
NNN | |||||||
| St Fillans Care Home |
Colchester | ||||||||
| Shipley Canal Works |
Acquisition & development |
Shipley | 05/03/2021 | 2 | 8 | 6% | Q3 2022 | 30 yrs - NNN |
Burlington |
| Finland | 8 | 9 | |||||||
| 2 projects | Development | Finland | 01/2021 | - | 9 | 6% | In the next 2 years |
NN leases | Multiple tenants |
| 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 |
| Ireland | 25 | 26 | |||||||
| Brídhaven | Acquisition | Mallow | 12/02/2021 | 25 | - | 5.5% | - | 25 yrs - NN | Virtue |
| Waterford New Ross Bunclody Killerig |
Acquisition subject to outstanding conditions |
Waterford New Ross Bunclody Killerig |
11/03/2021 | - | 26 | 5.5% | In the coming weeks |
25 yrs - NN | Virtue |
| TOTAL | 83 | 51 | |||||||
Amounts in £ were converted into € based on the exchange rate of the transaction date.
The amounts in this column include the contractual value of the plots of land and the existing buildings. These investments generate rental income (sites under construction also generate limited rental income (except in Finland and Sweden), in particular for the plots of land that have already been acquired). 3. The amounts in this column are the budgets for development projects that Aedifica will finance.
This project is 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.
After 31 December 2020, another five development projects in the pipeline were delivered upon completion of construction works. The total budget of the projects that were completed amounts to approx. €36 million.
| Name | Type | Location | Date | Investment (€ million) 1 |
Gross rental yield (ca.%)- |
Lease | Operator |
|---|---|---|---|---|---|---|---|
| Belgium | 3 | ||||||
| Kasteelhof | Extension | Dendermonde | 01/01/2021 | 3 | 5.5% | 30 yrs - NNN | Senior Living Group 2 |
| Germany | 10 | ||||||
| Seniorenquartier Espelkamp 3 |
Development | Espelkamp | 01/02/2021 | 10 | 5.5% | 30 yrs - NN | EMVIA Living |
| Netherlands | 5 | ||||||
| Villa Nuova | Development | Vorden | 23/02/2021 | 5 | 5.5% | 20 yrs - NNN | Senior Living 2 |
| United Kingdom 4 | 16 | ||||||
| Hamberley Hailsham |
Forward purchase |
Hailsham | 28/01/2021 | 16 | 5.5% | 25 yrs - NNN | Hamberley Care Homes |
| Finland | 2 | ||||||
| Kempele Ihmemaantie |
Development | Kempele | 22/01/2021 | 2 | 6.5% | 20 yrs - NN | Kotoisin |
| TOTAL | 36 |
After 31 December 2020, one site was divested in order to optimise the real estate portfolio.
| Name | Location | Country | Date | Selling price (€ million) 4 |
|---|---|---|---|---|
| Randolph House | Scunthorpe | United Kingdom | 10/02/2021 | 1.3 |
| TOTAL | 1.3 |

LEFT SEINÄJOKI – CARE HOME IN SEINÄJOKI (FI)
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 buildings located thereon.
Korian group.
Partial completion.
Amounts in £ were converted into € based on the exchange rate of the transaction date.

RIGHT RESIDENTIE KARTUIZERHOF – CARE HOME IN LIERDE (BE)
FAR RIGHT SPORENPARK – CARE HOME IN BERINGEN (BE)
In order to sustain its growth in local markets, Aedifica strengthened its teams in the Netherlands, Germany and Belgium with country managers. In this role, Eric Scheijgrond supervises the management of the portfolio and the Group's growth in the Dutch market since 1 September 2019. In Germany, Heinz Beekmann supervises the management of the portfolio and the Group's growth since the end of March 2020, while also taking charge of the existing German team. In Belgium, Stéphanie Lomme was promoted to country manager in November 2020. She also heads the Belgian asset & property management team.
Since 23 March 2020, Aedifica is included in the BEL 20, the leading share index of Euronext Brussels. The BEL 20 index comprises the Belgian companies listed on Euronext Brussels recording the largest free-float market capitalisation, of which the share is sufficiently liquid and of which at least 15% of the staff is employed in Belgium. The inclusion in the BEL 20 is a reward for the international growth achieved by Aedifica in recent years and confirms the market's confidence in the Group.
On 7 November 2019, the Aedifica share started trading on Euronext Amsterdam via a secondary listing. Through this secondary listing, Aedifica aims to further increase its visibility in the Netherlands as pure-play investor in European healthcare real estate. The listing will also provide Dutch investors with direct access to the Company's capital, giving Aedifica the opportunity to further expand and diversify its shareholder base. Aedifica has not issued any new shares as part of the secondary listing and will retain its primary listing on Euronext Brussels. Aedifica's shares are collected and administered in the central order book of the Euronext group.
In 2019/2020, Aedifica has been included in the Stoxx Europe 600 Index, the GPR 250 Index and the GPR 250 REIT Index. Aedifica's inclusion in these indices anchors the Group once again as a market reference in listed European healthcare real estate.
In September 2020, Aedifica received a 6th consecutive 'EPRA BPR Gold Award' for its Annual Financial Report (financial year 2018/2019), keeping the Company at the top of the real estate companies assessed by EPRA, the European association of listed real estate companies.
In addition, Aedifica's sustainability report on the Group's efforts in the field of corporate social responsibility in 2019 (published in May 2020) was awarded the 'EPRA sBPR Gold Award', having already won an 'EPRA sBPR Silver Award' and the 'EPRA sBPR Most Improved Award' last year.
In this unprecedented period, Aedifica's priority is the health and safety of its employees, partners and residents. Following the outbreak of the Covid-19 pandemic in the first half of 2020, Aedifica immediately switched to a fully digital working environment with flexible teleworking to ensure business continuity. Working from home became the norm, while the operational teams remain in close contact with the tenants.
The pandemic had no material impact on the Group's results as of 31 December 2020. Aedifica's (residential) care properties remained fully operational during the pandemic thanks to strict protection measures, and they still are today.
In Aedifica's Finnish children day-care centres, occupancy rates fell sharply during the lockdown (with school closures) before summer 2020. The start of the new school year in mid-August has had a positive impact on occupancy rates, which have recovered to their usual level (children day-care centres represent only 8% of the annual contractual rents). The impact of the Covid-19 pandemic on the occupancy rates of care homes, which have decreased due to excess mortality (by about 5-10% in some countries), is continuously monitored. Even though no new residents were allowed in care homes in certain regions at the beginning of the pandemic, such government-mandated admission stops have been lifted everywhere since the summer. Since the beginning of 2021, vaccination programmes are being rolled out in all countries in which Aedifica operates, giving priority to care home residents and staff. It is expected that the risk perception of care homes in the public opinion will change positively soon and that occupancy rates of care homes will start to rise again in the near future.
Despite the pandemic, there is no material negative impact on rental payments. This is partly explained by the fact that the average occupancy rate of care homes in all countries of the portfolio remains at a level that allows tenants to meet their rental obligations. In addition, (local) authorities in several countries have approved aid programmes to cover potential additional costs of care operators resulting from the Covid-19 measures.
The healthcare real estate investment market has been very dynamic (again), especially since the summer of 2020. The solid market fundamentals of healthcare real estate (ageing, consolidation, public financing) remain intact and may even be strengthened by the current crisis. This translates into further growth of the operators, who generally continue to be very active in the acquisition and development market. As such, Aedifica was able to announce and implement a series of new investments in the second half of 2020 and early 2021 (see section 1.1 and 1.2). In addition, Aedifica's development projects in all countries where the Group operates are being continued at full capacity.
In addition, despite volatility in financial markets due to the pandemic, Aedifica has proven to have easy access to debt financing (see section 3.1) and the capital market (see section 3.2), where the Group raised over €700 million last year.
Consequently, Aedifica believes that it is well positioned, in terms of balance sheet strength, liquidity, tenant base and portfolio diversification, to address the short-term risks of the Covid-19 pandemic (in particular the potential negative impact of the pandemic on the rental payment capacity of care operators) and the overall volatile macro-economic environment resulting from the pandemic, but also to further monitor and support the growth of the care sector in Europe and the resulting need for care properties.


FINANCIAL DEBT MATURITY

During the eighteen months of the 2019/2020 financial year, Aedifica has strengthened its financial resources. The Group did this by, amongst other things, concluding new long-term bank financing with due dates between 2024 and 2026 for a total amount of €240 million. The European Investment Bank also granted an additional investment loan of €20 million to Hoivatilat Oyj that runs until 2035. Moreover, Aedifica has completed three private placements as part of its treasury notes programme, the first placement of €40 million with a 7-year maturity at a fixed interest rate of 1.466% was carried out in June 2020, the second placement of €12 million with a 10-year maturity at a fixed interest rate of 1.85% was carried out in July 2020 and the third placement of €10 million with a 7-year maturity at a fixed interest rate of 1.274% was carried out in December 2020. In doing so, Aedifica emphasises its desire to further diversify its sources of financing. The available liquidity after deduction of the short-term treasury notes is €303 million as of 31 December 2020.
The bridge facility concluded to finance the acquisition of the shares in Hoivatilat Oyj and to refinance the GBP bridge facility1 (which was due to expire during the 2019/2020 financial year) was extended until October 2021. The capital raised from the capital increase of April 2020 was used to repay €203 million of the bridge facility. The outstanding amount of the bridge facility's tranche in euro (€97 million) was fully repaid with the proceeds of the capital increase of 27 October 2020 (see section 3.2 below).
Taking these elements into account, the maturity dates of Aedifica's financial debts as of 31 December 2020 are as follows:
| Financial debt (in € million) 2 |
Lines | Utilisa tion |
of which treasury notes |
|---|---|---|---|
| 31/12/2021 | 632 | 607 | 291 |
| 31/12/2022 | 121 | 51 | - |
| 31/12/2023 | 285 | 135 | - |
| 31/12/2024 | 268 | 198 | - |
| 31/12/2025 | 556 | 312 | - |
| 31/12/2026 | 102 | 69 | - |
| >31/12/2026 | 297 | 297 | 77 |
| Total as of 31 December 2020 |
2,262 | 1,669 | 368 |
| Weighted average maturity (in years) 3 |
4.1 | 4.4 |
Without regard to short-term financing (short-term treasury notes and bridge facility), the weighted average maturity of the financial debts as of 31 December 2020 is 4.4 years.
After the close of the financial year, in early 2021, Aedifica signed a successful bond issue of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds will have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively. Aedifica thus continues to diversify its funding sources and lengthen the average maturity of its debt. Proceeds from this US private placement will be used to repay a £150 million bridge loan and finance further portfolio growth in the UK.
1. This bridge facility in pound sterling was concluded to finance the acquisition of the healthcare real estate portfolio in the United Kingdom that was completed at the end of January 2019.
2. Amounts in £ were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€).
3. Without regard to short-term treasury notes and the bridge facility.
In 2019/2020, Aedifica completed two capital increases in cash and two capital increases through contribution in kind, raising more than €700 million. These capital increases strengthened Aedifica's equity position and significantly reduced the consolidated debt-toassets ratio to 43.2% as of 31 December 2020, giving the Group sufficient financial resources for further growth.
On 22 April 2020, Aedifica successfully launched a capital increase in cash within the authorised capital by way of an accelerated bookbuilding with international institutional investors (an 'ABB') in a gross amount of €207 million. On 28 April 2020, the Company issued 2,460,115 new shares at an issue price of €84 per share, i.e. €206,649,660 (including share premium). The new shares were immediately admitted to trading and are entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 28 April 2020 (coupon no. 24 and following). Within the framework of this transaction, coupon no. 23, representing the right to the pro rata temporis dividend for the period from 1 July 2019 up to and including 27 April 2020, was detached on 23 April 2020 after the closing of the markets.
On 9 July 2020, the acquisition of the Klein Veldekens care campus in Geel (Belgium) was carried out via the contribution in kind of the buildings and the plot of land in Aedifica NV/SA. The contractual value amounted to approx. €39 million. As consideration for the contribution, 435,596 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 10 July 2020 and are entitled to a pro rata temporis dividend for the period from 28 April 2020 to 31 December 2020 (coupon no. 24 and following).
On 14 October 2020, Aedifica launched a public offering of new shares within the framework of a capital increase in cash within the authorised capital with priority allocation rights in a gross amount of approx. €459 million. On 27 October 2020, the Company issued 5,499,373 new shares at an issue price of €83.50 per share, i.e. €459,197,645.50 (including share premium). The new shares were issued with coupon no. 27 attached and are thus entitled to a pro rata temporis dividend for the (extended) 2019/2020 financial year as from 27 October 2020. Within the framework of this transaction, coupon no. 26, representing the right to the pro rata temporis dividend for the period from 1 July 2020 up to and including 26 October 2020, was detached on 15 October 2020.
On 17 December 2020, the acquisition of the De Gouden Jaren care home in Tienen (Belgium) was carried out via the contribution in kind of the building and the plot of land in Aedifica NV/SA. The contractual value amounted to approx. €8 million. As consideration for the contribution, 90,330 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 17 December 2020 and are thus entitled to a pro rata

ABOVE MARIE-LOUISE – CARE HOME IN WEMMEL (BE) temporis dividend for the (extended) 2019/2020 financial year as from 27 October 2020 (coupon no. 27).
Following this transaction, the total number of Aedifica shares amounts to 33,086,572 and the share capital amounts to €873,081,308.72.
In order to strengthen Aedifica's commitment to achieving the objectives of its ESG action plan, Aedifia has developed a Sustainable Finance Framework on which a Secondary Party Opinion has been obtained from Vigeo. The proceeds from the financial instruments that will be issued under this framework will be used exclusively for the financing/refinancing 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). The Sustainable Finance Framework and Secondary Party Opinion are available on Aedifica's website.
The funds from this private placement of €40 million were used to refinance sustainable buildings.

ABOVE KEMPELEEN IHMEMAANTIE – CARE HOME IN KEMPELE (FI)


During the 2019/2020 financial year (1 July 2019 – 31 December 2020, 18 months), Aedifica increased its portfolio of investment properties by approx. €1,494 million, from a fair value of €2,321 million to €3,815 million. This value of €3,815 million includes the marketable investment properties (€3,673.3 million) and the development projects (€141.3 million). The 62% increase in marketable investment properties comes mainly from net acquisitions (see section 1.1), completed development projects (see section 1.1) and changes in the fair value of marketable investment properties recognised in income (+41.9 million, or +1.9% over 18 months). The changes in the fair value of marketable investment properties, as assessed by independent valuation experts, are broken down as follows:
The decrease in fair value of the Finnish portfolio is due to a cautious attitude of the real estate expert for the valuation of the children day-care centres that had to cope with lower occupancy rates during the lockdown before the summer of 2020 (see section 2 on Covid-19).
As of 31 December 2020, Aedifica's portfolio has 496 marketable investment properties (including assets classified as held for sale*), with a total capacity for approx. 27,600 residents and approx. 9,600 children and a total surface area of approx. 1,750,000 m2 .
The portfolio has an overall occupancy rate1 of 100% as of 31 December 2020.
The weighted average unexpired lease term (WAULT) for all buildings in the Company's portfolio is 19 years.


1. Occupancy rate calculated according to the EPRA methodology.
| Consolidated income statement - analytical format (x €1,000) |
31/12/2020 (18 months) |
31/12/2020 (12 months – restated period) |
31/12/2019 (12 months – restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Rental income | 259,505 | 187,535 | 139,585 | 118,413 |
| Rental-related charges | -3,344 | -2,753 | -640 | -41 |
| Net rental income | 256,161 | 184,783 | 138,944 | 118,372 |
| Operating charges* | -44,539 | -33,228 | -23,870 | -21,230 |
| Operating result before result on portfolio | 211,622 | 151,554 | 115,075 | 97,142 |
| EBIT margin* (%) | 83% | 82% | 83% | 82% |
| Financial result excl. changes in fair value* | -38,755 | -28,323 | -21,966 | -20,168 |
| Corporate tax | -11,530 | -7,703 | -6,946 | -4,498 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA Earnings* |
1,568 | 798 | 1,052 | 282 |
| Non-controlling interests in respect of EPRA Earnings* | -187 | -158 | -259 | -613 |
| EPRA Earnings* (owners of the parent) | 162,718 | 116,168 | 86,956 | 72,145 |
| Denominator (IAS 33) | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| EPRA Earnings* (owners of the parent) per share | 6.14 | 4.23 | 3.87 | 3.74 |
| EPRA Earnings* | 162,718 | 116,168 | 86,956 | 72,145 |
| Changes in fair value of financial assets and liabilities | -2,169 | -5,587 | -3,699 | -7,304 |
| Changes in fair value of investment properties | 25,049 | 5,069 | 70,202 | 63,317 |
| Gains and losses on disposals of investment properties | -559 | -1,827 | 8,659 | 7,321 |
| Negative goodwill / goodwill impairment | 0 | 0 | 132 | 0 |
| Deferred taxes in respect of EPRA adjustments | -14,811 | -11,041 | -8,141 | -6,216 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of the above |
3,007 | 1,180 | 2,680 | 853 |
| Non-controlling interests in respect of the above | -167 | -68 | -2,884 | -6,618 |
| Roundings | 0 | 0 | -2 | -1 |
| Profit (owners of the parent) | 173,068 | 103,894 | 153,903 | 123,497 |
| Denominator (IAS 33) | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| Earnings per share (owners of the parent - IAS 33 - €/share) |
6.53 | 3.78 | 6.85 | 6.41 |
The consolidated turnover (consolidated rental income) of the financial year amounts to €259.5 million (31 December 2020, 18 months; 30 June 2019: €118.4 million, 12 months). On the basis of the restated periods (12 months), the turnover increases by 34% from €139.6 million on 31 December 2019 to €187.5 million on 31 December 2020.
1. The income statement covers the 18-month period from 1 July 2019 to 31 December 2020. Acquisitions are accounted for on the date of the effective transfer of control. In order to allow comparison with the previous period, the figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). Therefore, these operations present different impacts on the income statement, depending on whether they took place at the beginning, during, or at the end of the period.
| Consolidated rental income (x €1,000) |
Q1 | Q2 | Q3 | Q4 | Q5 | Q6 | 31/12/2020 |
|---|---|---|---|---|---|---|---|
| Belgium | 14,194 | 14,260 | 14,310 | 14,235 | 14,610 | 15,073 | 86,682 |
| Germany | 6,497 | 7,052 | 8,567 | 8,913 | 8,956 | 9,189 | 49,174 |
| Netherlands | 5,227 | 5,683 | 5,770 | 5,964 | 6,284 | 6,609 | 35,537 |
| United Kingdom | 9,204 | 9,853 | 10,672 | 10,457 | 10,426 | 10,199 | 60,811 |
| Finland | - | - | 5,893 | 6,615 | 6,989 | 7,532 | 27,029 |
| Sweden | - | - | - | 47 | 77 | 148 | 272 |
| Total | 35,122 | 36,848 | 45,212 | 46,231 | 47,341 | 48,750 | 259,505 |
| Consolidated rental income (x €1,000) |
2020.01- 2020.03 |
2020.04- 2020.06 |
2020.07- 2020.09 |
2020.10- 2020.12 |
01/01/2020 - 31/12/2020 |
01/01/2019 - 31/12/2019 |
Var. (%) on a like-for-like basis* |
Var. (%) |
|---|---|---|---|---|---|---|---|---|
| Belgium | 14,310 | 14,235 | 14,610 | 15,073 | 58,228 | 60,869 | +1.2% | -4.3% |
| Germany | 8,567 | 8,913 | 8,956 | 9,189 | 35,625 | 24,869 | +1.1% | +43.2% |
| Netherlands | 5,770 | 5,964 | 6,284 | 6,609 | 24,627 | 19,702 | +2.2% | +25.0% |
| United Kingdom | 10,672 | 10,457 | 10,426 | 10,199 | 41,754 | 34,144 | +1.2%1 | +22.3% |
| Finland | 5,893 | 6,615 | 6,989 | 7,532 | 27,029 | 0 | - | - |
| Sweden | 0 | 47 | 77 | 148 | 272 | 0 | - | - |
| Total | 45,212 | 46,231 | 47,341 | 48,750 | 187,535 | 139,585 | +1.3% | +34.4% |
Aedifica's consolidated rental income by country is presented in the tables above. Due to the extension of the financial year by six months to 31 December 2020 and in order to allow comparison with the previous period, 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 explained by the large number of sites that Aedifica has added to its portfolio over the past financial year through the completion of new acquisitions and the delivery of development projects from the pipeline.
The decrease of rental income in Belgium is explained by the divestment of the non-strategic parts of the portfolio (apartment buildings and hotels), which was completed at the end of the previous financial year. As all these non-strategic buildings are located in Belgium, their divestment only has an impact on Belgian rental income. On a like-for-like basis*, however, Belgian rental income has increased (+1.2%).
After deduction of the rental-related charges (€3.3 million), in particular a depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020, the net rental income amounts to €256.2 million (18 months) as of 31 December 2020. On the basis of the restated periods (12 months), the net rental result increases by 33%, from €138.9 million on 31 December 2019 to €184.8 million on 31 December 2020.
The property result amounts to €256.2 million (31 December 2020, 18 months; 30 June 2019: €117.6 million, 12 months). This result, less other direct costs, leads to a property operating result of €247.7 million (31 December 2020, 18 months; 30 June 2019: €111.9 million, 12 months). This implies an operating margin* of 96.7% (31 December 2020, 18 months; 30 June 2019: 94.6%, 12 months). On the basis of the restated periods (12 months), the property result increases from €138.8 million on 31 December 2019 to €184.8 million on 31 December 2020. That result, less other direct costs, leads to a property operating result of €178.6 million as of 31 December 2020 (31 December 2019: €132.8 million). This implies an operating margin* of 96.7% (31 December 2020, 12 months; 31 December 2019: 95.6%,12 months).
After deducting overheads of €36.1 million (31 December 2020, 18 months; 30 June 2019: €14.8 million) and taking into account other operating income and charges, the operating result before result on the portfolio amounts to €211.6 million (31 December 2020, 18 months; 30 June 2019: €97.1 million, 12 months). This implies an EBIT margin* of 83% (31 December 2020, 18 months; 30 June 2019: 82%, 12 months). On the basis of the restated periods (12 months), the operating result before result on the portfolio increases by 31.7%, from €115.1 million (31 December 2019) to €151.6 million (31 December 2020). The EBIT margin* amounts to 82% on 31 December 2020 (12 months) compared to 83% on 31 December 2019 (12 months).
1. When calculating the variation on a like-for-like basis* in the United Kingdom, the buildings previously operated by the Four Seasons group were not taken into account (including these buildings, the variation on a like-for-like basis* is -4.9%).

Taking into account the cash flows generated by hedging instruments, Aedifica's net interest charges amount to €33.7 million (31 December 2020, 18 months; 30 June 2019: €17.2 million, 12 months). On the basis of the restated periods (12 months), net interest charges amount to €25.1 million (31 December 2020; 31 December 2019: €18.2 million). The average effective interest rate* including commitment fees is 1.7%, lower than the previous financial year (1.9%). 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 €38.8 million (31 December 2020, 18 months; 30 June 2019: €20.2 million, 12 months). On the basis of the restated periods (12 months), the financial result excl. changes in fair value* amounts to €28.3 million on 31 December 2020 compared to €22 million on 31 December 2019.
Corporate taxes are composed of current taxes, deferred taxes and exit tax. In conformity with the special tax system of RRECs, the taxes due (31 December 2020: €11.5 million, 18 months; 30 June 2019: €4.5 million, 12 months) consist primarily of tax on the result of consolidated subsidiaries, tax on profits generated abroad by

ABOVE
KINGS MANOR – CARE HOME IN OTTERY ST MARY (UK)
RIGHT PACHTERSERF – CARE HOME IN APELDOORN (NL) Aedifica and Belgian tax on Aedifica's non-deductible expenditures. In the Dutch subsidiary (Aedifica Nederland BV), 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. On the basis of the restated periods (12 months), current taxes amount to €7.7 million on 31 December 2020 compared to €6.9 million on 31 December 2019.
The share in the result of associates and joint ventures includes the result of the participation in Immobe NV, which has been consolidated since 31 March 2019 using the equity method.
EPRA Earnings* (see Note 44.7) reached €162.7 million (31 December 2020, 18 months; 30 June 2019: €72.1 million, 12 months), or €6.14 per share, based on the weighted average number of shares outstanding (30 June 2019: €3.74 per share). This result (absolute and per share) is higher than the budgeted amount of €5.92 that was announced in the interim statement of the Board of Directors of the fifth quarter 2019/2020. On the basis of the restated periods (12 months), EPRA Earnings* increase by 33.6%, from €87.0 million on 31 December 2019 to €116.2 million on 31 December 2020.
The income statement also includes elements with no monetary impact (that is to say, non-cash) that vary as a function of 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):
| (x €1,000) | 31/12/2020 | 31/12/2020 (12 months – restated period) |
31/12/2019 (12 months – restated period) |
30/06/2019 (12 months) |
|
|---|---|---|---|---|---|
| Changes in fair value of marketable investment properties | 41,930 | 14,816 | 80,288 | 76,382 | |
| Changes in fair value of development projects | -16,881 | -9,746 | -10,087 | -13,065 | |
| Changes in fair value of investment properties | 25,049 | 5,070 | 70,201 | 63,317 |
These financial instruments are detailed in Note 33 of the Consolidated Financial Statements. Moreover, the financial instruments also reflect put options granted to certain minority shareholders which are the subject of appraisal at fair value. Changes in the fair value of financial assets and liabilities taken into the income statement as of 31 December 2020 represent a charge of €2.2 million (18 months; 30 June 2019: a charge of €7.3 million). On the basis of the restated periods (12 months), changes in the fair value of financial assets and liabilities represent a charge of €5.6 million on 31 December 2020 compared to a charge of €3.7 million on 31 December 2019.
1. That change corresponds to the sum of the positive and negative variations of the fair value of the buildings as of 30 June 2019 or the time of entry of new buildings in the portfolio, and the fair value estimated by the valuation experts as of 31 December 2020.
Taking into account the non-monetary elements described above, the profit (owners of the parent) amounts to €173.1 million (31 December 2020, 18 months; 30 June 2019: €124 million). On the basis of the restated periods (12 months), the profit (owners of the parent) decreases from €153.9 million on 31 December 2019 to €103.9 million on 31 December 2020. The basic earnings per share (as defined by IAS 33) is €6.53 (30 June 2019: €6.41).
The adjusted statutory result as defined in the annex to the Royal Decree of 13 July 2014 regarding RRECs, amounts to €139.7 million (31 December 2020, 18 months; 30 June 2019: €64.1 million, 12 months), as calculated in the Abridged Statutory Financial Statements on page 257. This is a 118% increase and represents an amount of €5.24 per share (30 June 2019: €3.31 per share).
RIGHT CRYSTAL COURT – CARE HOME IN HARROGATE (UK)

| Consolidated balance sheet (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Investment properties including assets classified as held for sale* | 3,814,667 | 2,320,949 |
| Other assets included in debt-to-assets ratio | 252,274 | 65,061 |
| Other assets | 234 | 117 |
| Total assets | 4,067,175 | 2,386,127 |
| Equity | ||
| Equity excl. changes in fair value of hedging instruments* | 2,222,523 | 1,480,082 |
| Effect of the changes in fair value of hedging instruments | -52,212 | -50,533 |
| Non-controlling interests | 2,625 | 103 |
| Equity | 2,172,936 | 1,429,652 |
| Liabilities included in debt-to-assets ratio | 1,757,683 | 888,158 |
| Other liabilities | 136,556 | 68,317 |
| Total equity and liabilities | 4,067,175 | 2,386,127 |
| Debt-to-assets ratio (%) | 43.2% | 37.2% |
As of 31 December 2020, investment properties including assets classified as held for sale* represent 94% (30 June 2019: 97%) of the assets recognised on Aedifica's balance sheet, valued in accordance with IAS 401 at €3,815 million (30 June 2019: €2,321 million). This heading includes:
The item 'Other assets included in debt-to-assets ratio' includes, amongst other things, goodwill amounting to €162 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 €37 million as of 31 December 2020 (30 June 2019: €33.9 million). The joint venture with Korian announced on 10 December 2020 meets the criteria of 'joint operations' as defined by IFRS 11 and is proportionally consolidated.
Since Aedifica's incorporation, its capital has increased as a result of various real estate activities (contributions, mergers, etc.) and the capital increases in cash. As of 31 December 20202 , the Company's capital amounts to €873 million (30 June 2019: €649 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:
As of 31 December 2020, liabilities included in the debt-to-assets ratio (as defined in the Royal Decree of 13 July 2014 on RRECs) reached €1,758 million (30 June 2019: €888 million). Of this amount, €1,667 million (30 June 2019: €857 million) is effectively drawn on the Company's credit lines. Aedifica's consolidated debtto-assets ratio amounts to 43.2% (30 June 2019: 37.2%). As the maximum debt-to-assets ratio permitted for Belgian RRECs is set at 65% of total assets, Aedifica currently has an additional consolidated debt capacity of €885.8 million in constant assets (that is, excluding growth in the real estate portfolio) and €2,530.9 million in
1. The investment properties are represented at their fair value as determined by the valuation experts (Cushman & Wakefield Belgium NV/SA, Deloitte Consulting & Advisory CVBA/SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy and JLL Valuation AB).
2. IFRS requires that the costs incurred to raise capital are recognised as a decrease in the capital reserves.
3. The interim dividend of €75 million distributed in October 2020 has already been deducted.
variable assets (that is, taking into account growth in the real estate portfolio). Conversely, if all other parameters remain the same, the current balance sheet structure can absorb a decrease of up to 35.7% in the fair value of its invesment properties before reaching the maximum debt-to-assets ratio. Given Aedifica's existing bank commitments, which further limit the maximum debt-to-assets ratio to 60%, the available headroom amounts to €682.5 million in constant assets, €1,706.2 million in variable assets, and -29.8% in the fair value of investment properties.
Other liabilities of €137 million (30 June 2019: €68 million) represent primarily the fair value of hedging instruments (31 December 2020: €51 million; 30 June 2019: €48 million) and the deferred taxes (30 June 2020: €75 million; 30 June 2019: €12 million) which increased sharply due to the integration of the Finnish portfolio.
Excluding the non-monetary effects (that is to say, non-cash) of the changes in fair value of hedging instruments1 and after accounting for the distribution of the 2018/2019 dividend in October 20192 and the 2019/2020 interim dividend in October 2020, the net asset value per share based on the fair value of investment properties amounts to €67.17 as of 31 December 2020 (30 June 2019: €57.96 per share).
| Net asset value per share (in €) |
31/12/2020 | 30/06/2019 |
|---|---|---|
| Net asset value after deduction of the 2018/2019 dividend, excl. changes in fair value of hedging instruments* |
67.17 | 57.96 |
| Effect of the changes in fair value of hedging instruments |
-1.58 | -2.05 |
| Net asset value after deduction of the 2018/2019 dividend |
65.59 | 55.90 |
| Number of shares outstanding (excl. treasury shares) |
33,086,572 | 24,601,158 |
The consolidated cash flow statement included in the attached Consolidated Financial Statements shows total cash flows for the period of +€8.1 million (30 June 2019: +€4.8 million), which is made up of net cash from operating activities of +€181.1 million (30 June 2019: +€88.8 million), net cash from investing activities of -€1,210.1 million (30 June 2019: -€602 million), and net cash from financing activities of +€1,037.1 million (30 June 2019: +€518.1 million).
The Board of Directors proposes to the Annual General Meeting of 11 May 2021 to approve the Aedifica NV/SA Annual Accounts of 31 December 2020 (of which a summary is provided in the chapter 'Abridged Statutory Annual Accounts' on page 257).
The Board of Directors also proposes to distribute a gross dividend of €4.60 for the entire extended 2019/2020 financial year, resulting in a statutory pay-out ratio of 88%. The (final) dividend for the extended financial year will be paid in May 2021 after the annual accounts have been approved by the Annual General Meeting of 11 May 2021. In anticipation of the final dividend, Aedifica's Board of Directors decided to pay out an interim dividend to the shareholders for the period from 1 July 2019 up to and including 30 June 2020, which was paid out on 7 October 2020. The gross interim dividend amounted to €3.00 per share (an increase of 7% compared to the dividend for the 2018/2019 financial year). A gross dividend of €1.60 per share is proposed for the period from 1 July 2020 up to and including 31 December 2020 (allocated over coupon no. 26 (€1.03 gross) and coupon no. 27 (€0.57 gross)). The net dividend per share after deduction of 15%3 withholding tax will amount to €3.91, allocated over coupon no. 23 (€2.108), coupon no. 24 (€0.442), coupon no. 26 (€0.8755) and coupon no. 27 (€0.4845).
The statutory result for the 2019/2020 financial year will be submitted as presented in the table on page 257.
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.
The withholding tax rate is 15%. The reader is referred to section 5.2 of the 'Standing Documents' for more information on the tax treatment of dividends, as well as to section 4.2 of the chapter 'Risk factors'.
In 2021, completions of development projects from the pipeline are expected in the amount of approximately €336 million.
1. The effect of the changes in fair value of hedging instruments of -€1.58 per share as of 31 December 2020 is the impact in equity of the fair value of hedging instruments, which is negative for €52.2 million, mainly booked in the liabilities on the balance sheet.
2. Recall that IFRS requires the presentation of the annual accounts before appropriation. The net asset value of €60.16 per share as of 30 June 2019 (as published in the 2018/2019 Annual Financial Report) thus included the dividend distributed in October 2019, and should now be adjusted by €2.20 per share in order to compare with the value as of 31 December 2020. This amount corresponds to the amount of the total dividend (approx. €54 million) divided by the total number of shares outstanding as of 30 June 2019 (24,601,158).
The outlook presented below has been developed by the Board of Directors as part of the preparation of the budget for the 2021 financial year on a comparable basis with the Company's historical financial information.
services, administrative and accounting fees, and fees directly associated with the listing of the Company's shares.
d) Investment budget: projected investments for the next financial year amount to approx. €740 million and will be paid in cash. They mainly concern (i) cash outflows related to the execution of the committed development pipeline amounting to approx. €432 million4 , (ii) the acquisitions announced since 1 January 2021 amounting to €83 million, and (iii) additional investments – for which there is no commitment yet – which are assumed to be carried out during the 2021 financial year, amounting to approx. €225 million, paid in cash, and generating rental incomes in line with today's market practice for 6 months.
e) Financial assumptions:
The Board of Directors continues to pay close attention to the COVID-19 pandemic and the shifting economic, financial and political context, as well as the associated impact on the Group's activities.
In the current economic climate, Aedifica's key strengths include the following:
past that it has excellent access to the capital markets in order to support its growth.
– The combined pipeline of Aedifica and Hoivatilat amounts to approx. €756 million, assuring the Group's future growth and the quality of the buildings that will be added to the portfolio.
On the basis of the projected real estate portfolio, and without unforeseen developments, the Board of Directors estimates the rental income for the 2021 financial year to reach €220 million. This results in €137 million in EPRA Earnings*. Taking into account the higher number of shares resulting from the 2019/2020 capital increases (see section 3.2), the Board of Directors anticipates EPRA Earnings* per share of €4.16 per share and a gross dividend of €3.30 per share, payable in May 2022. This outlook is based on an assumption of €225 million of additional cashflow yielding investments outside the development pipeline, and the current knowledge and assessment of the Covid-19 pandemic, albeit subject to the further duration and evolution of the pandemic and the effectiveness of the corresponding government measures and vaccination strategy.
The projected financial information presented above consists of estimates for which the actual realisation will vary, most notably, depending on the evolution of the real estate and financial markets. They do not constitute a commitment by the Company's Executive Managers and have not been certified by an external auditor. However, the Company's auditor, EY Bedrijfsrevisoren BV, represented by Mr. Joeri Klaykens (acting on behalf of a SRL), has issued the following report (this auditor's report has been faithfully reproduced and, to Aedifica's knowledge, no facts have been omitted which would render the information reproduced inexact or misleading):
'As a statutory auditor of the company, we have prepared the present report on the forecasts of the consolidated balance sheet and income statement of the company, included in chapter 5 in the consolidated board of directors' report of its annual report, as approved by the Board of Directors of the company on 16 March 2021.
The assumptions included in chapter 5 result in the following EPRA Earnings forecast for the year 2021:
Date: 31 December 2021
EPRA Earnings: 137 million €
It is the board of directors' responsibility to prepare the profit forecast, together with the material assumptions upon which it is based, in accordance with the requirements of EU Regulation n° 809/2004.
It is our responsibility to provide an opinion on the forecasts as required by Annex I, item 13.2 of the EU Regulation n° 809/2004. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying these forecasts.
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 forecasts with the accounting policies normally adopted by Aedifica.
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.
Since the forecasts 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.
In our opinion:
Brussels, 30 March 2021.
EY Bedrijfsrevisoren BV, Statutory auditor represented by Joeri Klaykens (acting on behalf of a SRL), Partner'

As of 31 December 2020, Aedifica NV/SA holds perimeter companies in seven different countries: Belgium, Luxembourg, Germany, the Netherlands, the United Kingdom (including Jersey), Finland and Sweden.
All real estate located in Belgium is held by Aedifica NV/SA, with the exception of the properties that are held by the Belgian subsidiaries Familiehof BV/SP and stamWall BV/SP.
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, the Dutch joint venture with the Korian group, is 50% 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.
The organisational chart on pages 56-59 shows the Group's subsidiaries as well as its share in each subsidiary.
Brussels, 16 March 2021.
LEFT LAHDEN VALLESMANNINKATU – SERVICE COMMUNITY IN LAHTI (FI)
RIGHT RESIDENTIE KARTUIZERHOF – CARE HOME IN LIERDE (BE)

| 100% AED | Aedifica Invest NV/SA | |||
|---|---|---|---|---|
| 94% AI | Aedifica Residenzen Nord GmbH | |||
| 6%* 94% AI |
Aedifica Residenzen 1 GmbH | |||
| Aedifica NV/SA | 6%* 94% AI |
Aedifica Residenzen 2 GmbH | ||
| 6%* 94% AI |
Aedifica Residenzen 3 GmbH | |||
| 6%* 94% AI |
Aedifica Residenzen West GmbH | |||
| 6%* 94% AI |
Aedifica Residenzen 4 GmbH | |||
| 100% AED | 6%* | |||
| Familiehof BV/SRL | ||||
| 100% AED | stamWall BV/SRL | |||
| 75% + 1 PERF | Immobe NV/SA (GVBF/FIIS) | |||
| 25% -1 AED 94% AED |
||||
| 6%* | Aedifica Luxemburg I SCS | |||
| 94% AED 6%* |
Aedifica Luxemburg II SCS | |||
| 94% AED | ||||
| 6%* | Aedifica Luxemburg III SCS | |||
| 94% AED 6%* |
Aedifica Luxemburg IV SCS | |||
| 94% AED 6%* |
Aedifica Luxemburg V SCS | |||
| 94% AED 6%* |
Aedifica Luxemburg VI SCS | |||
| 94% AED | Aedifica Luxemburg VII SCS | |||
| 6%* | ||||
| 94% AED 6%* |
Aedifica Luxemburg VIII SCS | |||
| 100% AED | Aedifica Asset Management GmbH | |||
| 100% AED | Aedifica Project Management GmbH | |||
| 100% AED | Schloss Bensberg Management GmbH | |||
| 100% AED | Aedifica Nederland BV | |||
| 100% AN | Aedifica Services BV | |||
| 100% AED | Aedifica Nederland 2 BV | |||
| 100% AED | Aedifica Nederland 3 BV | |||
| Parent company | 100% AED | Aedifica Nederland 4 BV | ||
| Subsidiaries in Belgium | 100% AED | Aedifica Nederland Joint Venture BV |
||
| Associated company in Belgium | 50% ANJV | AK JV NL public partnership | ||
| Subsidiaries in Luxembourg Subsidiaries in Germany |
100% AED | 50% ** Aedifica UK vennootschapsstructuur |
||
| Subsidiary in the Netherlands | (see summary on the right) | |||
| Subsidiaries in the UK | 100% AED | Aureit Holding Oy | ||
| Subsidiaries in Finland and Sweden | 100% | Hoivatilat Oyj | ||
| The residual 6%* is held by an investor who is | Aureit Holding | 100% Hoivatilat | Hoivatilat AB | |
| unrelated to Aedifica. The other 50%** is held by by a partner who is |
||||
| unrelated to Aedifica. | 100% Hoivatilat | SPV's in Finland and Sweden (see pages 58-59) |
| AEDIFICA UK AS OF 31 DECEMBER 2020 | |||||||
|---|---|---|---|---|---|---|---|
| 100% AED | 100% PP(H) | Patient Properties | |||||
| CHAPP Acquisition Ltd 100% CHAPP A |
100% AED | Patient Properties | (Alexander Court) Ltd | ||||
| CHAPP Holdings Ltd | 100% CHAPP H |
CHAPP Nominee No. 1 Ltd |
100% AED | (Holdings) Ltd AED Oak Acquisitions |
100% PP(H) | Patient Properties (Heritage) Ltd |
|
| 100% CHAPP H |
CHAPP Nominee No. 2 Ltd |
100% AED | (Jersey) Ltd AED Oak Acquisitions |
100% PP(H) | Patient Properties (Beech Court) Ltd |
||
| 100% CHAPP H |
CHAPP GP Ltd | 100% AED | (Ottery) Ltd Quercus (Nursing |
100% PP(H) | Patient Properties (Kings Court) Ltd |
||
| Homes) Ltd | 100% PP(H) | Patient Properties (Green Acres) Ltd |
|||||
| CHAPP Ltd Partnership | 100% AED | Quercus (Nursing Homes No.2) Ltd |
100% PP(H) | Patient Properties (Springfields) Ltd |
|||
| Aedifica NV/SA | 100% AED | Quercus Nursing Homes 2001 (A) Ltd |
100% PP(H) | Patient Properties | |||
| AED Oak 1 Ltd | 100% AED | 100% AED | Quercus Nursing Homes 2001 (B) Ltd |
100% PP(H) | (Ashwood) Ltd Patient Properties |
||
| 100% AED Oak 1 AED Oak 2 Ltd |
100% AED | Quercus Nursing Homes 2010 (C) Ltd |
100% PP(H) | (Fountains) Ltd Patient Properties |
|||
| 100% AED | Quercus Nursing Homes 2010 (D) Ltd |
100% PP(H) | (Blenheim) Ltd Patient Properties |
||||
| AED Finance 1 Ltd | 100% AED | 100% AED | AED Maple Holdings Ltd | 100% PP(H) | (Chatsworth) Ltd Patient Properties |
||
| 100% AED Fin 1 AED Finance 2 Ltd |
100% AED | Aedifica UK Ltd | 100% PP(H) | (Coplands) Ltd Patient Properties |
|||
| 100% AED UK | 100% PP(H) | (Moorlands) Ltd | |||||
| Quercus Homes 2018 Ltd | Patient Properties (Knights Court) Ltd |
||||||
| Sapphire Properties (2016) Ltd |
100% AED UK | 100% PP(H) | Patient Properties (Clarendon) Ltd |
||||
| Maple Court Nursing Homes Ltd |
100% AED UK | 100% PP(H) | Patient Properties (River View) Ltd |
||||
| Aedifica UK (Ampthill) Ltd | 100% AED UK | 100% PP(H) | Patient Properties (Coniston) Ltd |
||||
| 100% PP(H) | Patient Properties (Ashmead) Ltd |
||||||
| 100% PP(H) | Patient Properties (Derwent) Ltd |
||||||
| 100% PP(H) | Patient Properties (Eltandia) Ltd |
||||||
| 100% PP(H) | Patient Properties (Windmill) Ltd |
||||||
| 100% PP(H) | Patient Properties |
Parent company
Subsidiaries in Jersey
Subsidiaries in England
(Brook House) Ltd
Asunto Oy Seinäjoen Kutojankatu Kiinteistö Oy Espoon Fallåkerinrinne Kiinteistö Oy Espoon Hirvisuontie Kiinteistö Oy Espoon Kurttilantie Kiinteistö Oy Espoon Matinkartanontie Kiinteistö Oy Espoon Meriviitantie Kiinteistö Oy Espoon Oppilaantie Kiinteistö Oy Espoon Tikasmäentie Kiinteistö Oy Espoon Vuoripirtintie Kiinteistö Oy Euran Käräjämäentie Kiinteistö Oy Haminan Lepikönranta Kiinteistö Oy Heinolan Lähteentie Kiinteistö Oy Helsingin Pakarituvantie 4 Kiinteistö Oy Helsingin Työnjohtajankadun Seppä 3 Kiinteistö Oy Hollolan Sarkatie Kiinteistö Oy Hämeenlinnan Jukolanraitti Kiinteistö Oy Hämeenlinnan Vanha Alikartanontie Kiinteistö Oy Iisalmen Eteläinen puistoraitti Kiinteistö Oy Iisalmen Kangaslammintie Kiinteistö Oy Iisalmen Petter Kumpulaisentie Kiinteistö Oy Iisalmen Satamakatu Kiinteistö Oy Iisalmen Vemmelkuja Kiinteistö Oy Janakkalan Kekanahontie Kiinteistö Oy Joutsenon päiväkoti Kiinteistö Oy Jyväskylän Ailakinkatu Kiinteistö Oy Jyväskylän Haperontie Kiinteistö Oy Jyväskylän Harjutie Kiinteistö Oy Jyväskylän Haukankaari Kiinteistö Oy Jyväskylän Mannisenmäentie Kiinteistö Oy Jyväskylän Martikaisentien Kiinteistö Oy Jyväskylän Palstatie Kiinteistö Oy Jyväskylän Sulkulantie Kiinteistö Oy Jyväskylän Väliharjuntie Kiinteistö Oy Jyväskylän Vävypojanpolku Kiinteistö Oy Järvenpään Yliopettankatu Kiinteistö Oy Kaarinan Nurminiitynkatu Kiinteistö Oy Kajaanin Erätie Kiinteistö Oy Kajaanin Hoikankatu Kiinteistö Oy Kajaanin Menninkäisentie Kiinteistö Oy Kajaanin Uitontie Kiinteistö Oy Kajaanin Valonkatu Kiinteistö Oy Kalajoen Hannilantie Kiinteistö Oy Kangasalan Hilmanhovi Kiinteistö Oy Kangasalan Mäntyveräjäntie Kiinteistö Oy Kangasalan Rekiäläntie Kiinteistö Oy Kaskisten Bladintie Kiinteistö Oy Kempeleen Ihmemaantie Kiinteistö Oy Keravan Männiköntie Kiinteistö Oy Keuruun Tehtaantie Kiinteistö Oy Kirkkonummen Kotitontunkuja Kiinteistö Oy Kokkolan Ankkurikuja Kiinteistö Oy Kokkolan Vanha Ouluntie Kiinteistö Oy Kontiolahden Päiväperhosenkatu Kiinteistö Oy Kotkan Loitsutie Kiinteistö Oy Kotkan Metsäkulmankatu Kiinteistö Oy Kouvolan Kaartokuja Kiinteistö Oy Kouvolan Marskinkatu Kiinteistö Oy Kouvolan Pappilantie Kiinteistö Oy Kouvolan Rannikkotie Kiinteistö Oy Kouvolan Ruskeasuonkatu Kiinteistö Oy Kouvolan Vinttikaivontie Kiinteistö Oy Kuopion Amerikanraitti 10
Kiinteistö Oy Kuopion Männistönkatu Kiinteistö Oy Kuopion Pirtinkaari Kiinteistö Oy Kuopion Portti A2 Kiinteistö Oy Kuopion Rantaraitti Kiinteistö Oy Kuopion Sipulikatu Kiinteistö Oy Lahden Jahtikatu Kiinteistö Oy Lahden Kurenniityntie Kiinteistö Oy Lahden Makarantie Kiinteistö Oy Lahden Piisamikatu Kiinteistö Oy Lahden Vallesmanninkatu A Kiinteistö Oy Lahden Vallesmanninkatu B Kiinteistö Oy Laihian Jarrumiehentie Kiinteistö Oy Lappeenrannan Orioninkatu Kiinteistö Oy Laukaan Hytösenkuja Kiinteistö Oy Laukaan Saratie Kiinteistö Oy Limingan Kauppakaari Kiinteistö Oy Lohjan Ansatie Kiinteistö Oy Lohjan Porapojankuja Kiinteistö Oy Lohjan Sahapiha Kiinteistö Oy Loimaan Itsenäisyydenkatu Kiinteistö Oy Loviisan Mannerheiminkatu Kiinteistö Oy Maskun Ruskontie Kiinteistö Oy Mikkelin Kastanjakuja Kiinteistö Oy Mikkelin Sahalantie Kiinteistö Oy Mikkelin Väänäsenpolku Kiinteistö Oy Mikkelin Ylännetie 10 Kiinteistö Oy Mikkelin Ylännetie 8 Kiinteistö Oy Mynämäen Opintie Kiinteistö Oy Mäntsälän Liedontie Kiinteistö Oy Mäntyharjun Lääkärinkuja Kiinteistö Oy Nokian Kivimiehenkatu Kiinteistö Oy Nokian Luhtatie Kiinteistö Oy Nokian Näsiäkatu Kiinteistö Oy Nokian Vikkulankatu Kiinteistö Oy Nurmijärven Laidunalue Kiinteistö Oy Nurmijärven Ratakuja Kiinteistö Oy Orimattilan Suppulanpolku Kiinteistö Oy Oulun Isopurjeentie Kiinteistö Oy Oulun Kehätie Kiinteistö Oy Oulun Paulareitti Kiinteistö Oy Oulun Raamipolku Kiinteistö Oy Oulun Rakkakiventie Kiinteistö Oy Oulun Ruismetsä Kiinteistö Oy Oulun Salonpään koulu Kiinteistö Oy Oulun Sarvisuontie Kiinteistö Oy Oulun Siilotie Kiinteistö Oy Oulun Soittajanlenkki Kiinteistö Oy Oulun Ukkoherrantie A Kiinteistö Oy Oulun Ukkoherrantie B Kiinteistö Oy Oulun Valjastie Kiinteistö Oy Oulun Vihannestie Kiinteistö Oy Oulun Villa Sulkakuja Kiinteistö Oy Paimion Mäkiläntie Kiinteistö Oy Pieksämäen Ruustinnantie Kiinteistö Oy Pihtiputaan Nurmelanpolku Kiinteistö Oy Pirkkalan Lehtimäentie Kiinteistö Oy Pirkkalan Pereensaarentie Kiinteistö Oy Porin Kerhotie Kiinteistö Oy Porin Koekatu Kiinteistö Oy Porin Ojantie Kiinteistö Oy Porin Palokärjentie Kiinteistö Oy Porvoon Fredrika Runeberginkatu Kiinteistö Oy Porvoon Haarapääskyntie Kiinteistö Oy Porvoon Peippolankuja Kiinteistö Oy Porvoon Vanha Kuninkaantie Kiinteistö Oy Raahen Kirkkokatu Kiinteistö Oy Raahen Palokunnanhovi Kiinteistö Oy Raahen Vihastenkarinkatu Kiinteistö Oy Raision Tenavakatu Kiinteistö Oy Riihimäen Jyrätie Kiinteistö Oy Rovaniemen Gardininkuja Kiinteistö Oy Rovaniemen Matkavaarantie Kiinteistö Oy Rovaniemen Muonakuja Kiinteistö Oy Rovaniemen Mäkiranta Kiinteistö Oy Rovaniemen Ritarinne Kiinteistö Oy Rovaniemen Santamäentie Kiinteistö Oy Ruskon Päällistönmäentie Kiinteistö Oy Salon Papinkuja Kiinteistö Oy Sastamalan Tyrväänkyläntie Kiinteistö Oy Siilinjärven Honkarannantie Kiinteistö Oy Siilinjärven Nilsiäntie Kiinteistö Oy Siilinjärven Risulantie Kiinteistö Oy Siilinjärven Sinisiipi Kiinteistö Oy Sipoon Aarrepuistonkuja Kiinteistö Oy Sipoon Aarretie Kiinteistö Oy Sipoon Satotalmantie Kiinteistö Oy Sotkamon Kirkkotie Kiinteistö Oy Tampereen Lentävänniemenka Kiinteistö Oy Teuvan Tuokkolantie Kiinteistö Oy Tornion Torpin Rinnakkaiskatu Kiinteistö Oy Turun Lemmontie Kiinteistö Oy Turun Lukkosepänkatu Kiinteistö Oy Turun Paltankatu Kiinteistö Oy Turun Teollisuuskatu Kiinteistö Oy Turun Vakiniituntie Kiinteistö Oy Turun Vähäheikkiläntie Kiinteistö Oy Tuusulan Isokarhunkierto Kiinteistö Oy Ulvilan Kulmalantie Kiinteistö Oy Uudenkaupungin Merilinnuntie Kiinteistö Oy Uudenkaupungin Merimetsopolku B Kiinteistö Oy Uudenkaupungin Merimetsopolku C Kiinteistö Oy Uudenkaupungin Puusepänkatu Kiinteistö Oy Vaasan Mäkikaivontie Kiinteistö Oy Vaasan Tehokatu Kiinteistö Oy Vaasan Uusmetsäntie Kiinteistö Oy Vaasan Vanhan Vaasankatu Kiinteistö Oy Vantaan Asolantie Kiinteistö Oy Vantaan Koetilankatu Kiinteistö Oy Vantaan Koivukylän Puistotie Kiinteistö Oy Vantaan Mesikukantie Kiinteistö Oy Vantaan Punakiventie Kiinteistö Oy Vantaan Tuovintie Kiinteistö Oy Vantaan Vuohirinne Kiinteistö Oy Varkauden Kaura-ahontie Kiinteistö Oy Varkauden Savontie Kiinteistö Oy Vihdin Hiidenrannantie Kiinteistö Oy Vihdin Koivissillankuja Kiinteistö Oy Vihdin Pengerkuja Kiinteistö Oy Vihdin Vanhan-Sepän tie Kiinteistö Oy Ylivieskan Alpuumintie Kiinteistö Oy Ylivieskan Mikontie 1 Kiinteistö Oy Ylivieskan Ratakatu 12 Kiinteistö Oy Ylöjärven Mustarastaantie Kiinteistö Oy Ylöjärven Työväentalontie Kiinteistö Oy Äänekosken Likolahdenkatu
Hoivatilat AB Hoivatilat Holding AB Hoivatilat Holding 2 AB Älmhult Kungskapsgatan AB
Norrtälje Östhamra Förskola AB Gråmunkehöga LSS Boende AB Heby LSS boende AB Förskola Mesta 6:56 AB
Förskola Kalleberga AB Strängnäs Bivägen AB Upplands Väsby Havregatan Förskola AB


ABOVE ISOKARHUNKIERTO –
SERVICE COMMUNITY IN TUUSULA (FI)
LEFT KÄLLBERGA – DESIGN OF A SCHOOL UNDER CONSTRUCTION IN
NYNÄSHAMN (SE)



The data in this chapter are not compulsory according to the RREC regulation and are not subject to verification by public authorities. The auditor verified (through a limited review) whether these data are calculated according to the definitions included in the EPRA Best Practice Recommendations Guidelines and whether the financial data used in the calculation of these figures comply with the accounting data included in the audited consolidated financial statements.

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.
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 2020, Aedifica is included in the EPRA Europe index with a weight of approx. 1.3% and in the EPRA Belgium index with a weight of approx. 20.9%.
Aedifica subscribes to the trend of standardising reporting for better quality and comparability of information and makes available to investors most of the performance measures recommended by EPRA. Some EPRA indicators are considered alternative performance measures (APMs); they are also discussed in note 44 of the financial statements of this annual financial report.
EPRA published new Best Practice Recommendations in October 2019. The EPRA NAV* and EPRA NNNAV* were replaced by three new Net Asset Value indicators: Net Reinstatement Value (NRV*), Net Tangible Assets (NTA*) and Net Disposal Value (NDV*). More information on these indicators is available on the EPRA website (www.epra.com).
The tables in this section compare new and old indicators.
In 2020, Aedifica won the 'EPRA BPR Gold Award' for its annual financial report (financial year 2018/2019) for the sixth time in a row. Aedifica thus remains in the leading group of European companies evaluated by EPRA.
In addition, Aedifica's sustainability report on the Group's Corporate Social Responsibility efforts in 2019 (published in May 2020) has been awarded the 'EPRA sBPR Gold Award', after having already won an 'EPRA sBPR Silver Award' and the 'EPRA sBPR Most Improved Award' last year.

"Inclusion in the EPRA index is a recognition of our continuous commitment to improvement. It will make it easier to attract new investors who want to contribute to Aedifica's success."
Stefaan Gielens, CEO
| 31/12/2020 (18 months) |
30/06/2019 (12 months) |
||
|---|---|---|---|
| EPRA Earnings* | x €1,000 | 162,718 | 72,145 |
| Earnings from operational activities | € / share | 6.14 | 3.74 |
| EPRA Net Reinstatement Value* | x €1,000 | 2,498,005 | 1,539,149 |
| Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1 January 2020. EPRA NRV* assumes that entities never sell assets and provide an estimation of the value required to rebuild the entity |
€ / share | 75.43 | 62.56 |
| EPRA Net Tangible Assets* | x €1,000 | 2,130,850 | 1,437,299 |
| Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1 January 2020. EPRA NTA* assumes that entities buy and sell assets, thereby crystallising certain levels of unavoidable deferred tax. |
€ / share | 64.34 | 58.42 |
| EPRA Net Disposal Value* | x €1,000 | 1,991,267 | 1,367,996 |
| Net Asset Value adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 1 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. |
€ / share | 60.13 | 55.61 |
| EPRA Net Asset Value* | x €1,000 | 2,339,526 | 1,437,706 |
| Net Asset Value adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long term investment property business model |
€ / share | 70.65 | 58.44 |
| EPRA Triple Net Asset Value* | x €1,000 | 2,152,993 | 1,367,996 |
| EPRA NAV* adjusted to include the fair values of financial instruments, debt and deferred taxes |
€ / share | 65.01 | 55.61 |
| EPRA Net Initial Yield (NIY) | % | 5.2% | 5.5% |
| 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 |
|||
| EPRA Topped up NIY | % | 5.3% | 5.5% |
| 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 |
|||
| EPRA Vacancy Rate | % | 0.2% | 0.0% |
| Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio |
|||
| EPRA Cost Ratio (including direct vacancy costs)* | % | 18,5% | 18,0% |
| Administrative & operating costs (including costs of direct vacancy) divided by gross rental income |
|||
| EPRA Cost Ratio (excluding direct vacancy costs)* | % | 18,5% | 17,9% |
| Administrative & operating costs (excluding costs of direct vacancy) divided by gross rental income |
| 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|
|---|---|---|---|---|
| Earnings (owners of the parent) per IFRS income statement |
173,068 | 103,894 | 153,903 | 123,497 |
| Adjustments to calculate EPRA Earnings*, exclude: | ||||
| (i) Changes in value of investment properties, development properties held for investment and other interests |
-31,476 | -11,496 | -70,202 | -63,317 |
| (ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests |
559 | 1,827 | -8,659 | -7,321 |
| (iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties |
0 | 0 | 0 | 0 |
| (iv) Tax on profits or losses on disposals | 0 | 0 | 0 | 0 |
| (v) Negative goodwill / goodwill impairment | 0 | 0 | -132 | 0 |
| (vi) Changes in fair value of financial instruments and associated close-out costs |
2,169 | 5,587 | 3,699 | 7,304 |
| (vii) Acquisition costs on share deals and non controlling joint venture interests (IFRS 3) |
6,427 | 6,427 | 0 | 0 |
| (viii) Deferred taxes in respect of EPRA adjustments | 14,811 | 11,041 | 8,141 | 6,216 |
| (ix) Adjustments (i) to (viii) above in respect of joint ventures |
-3,007 | -1,180 | -2,680 | -853 |
| (x) Non-controlling interests in respect of the above | 167 | 68 | 2,884 | 6,618 |
| Roundings | 0 | 0 | 2 | 1 |
| EPRA Earnings* (owners of the parent) | 162,718 | 116,168 | 86,956 | 72,145 |
| Number of shares (Denominator IAS 33) | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| EPRA Earnings per Share (EPRA EPS - in €/share) | 6.14 | 4.23 | 3.87 | 3.74 |
| EPRA Earnings diluted per Share (EPRA diluted EPS - in €/share) |
6.13 | 4.22 | 3.87 | 3.74 |
Situation as per 31/12/2020
| EPRA NRV* | EPRA NTA* | EPRA NDV* | EPRA NAV* | EPRA NNNAV* |
|
|---|---|---|---|---|---|
| NAV per the financial statements (owners of the parent) |
2,170,311 | 2,170,311 | 2,170,311 | 2,170,311 | 2,170,311 |
| NAV per the financial statements (in €/share) (owners of the parent) |
65.59 | 65.59 | 65.59 | 65.59 | 65.59 |
| (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) |
845 | 845 | 845 | 845 | 845 |
| Diluted NAV, after the exercise of options, convertibles and other equity interests |
2,169,466 | 2,169,466 | 2,169,466 | 2,169,466 | 2,169,466 |
| Include: | |||||
| (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) |
0 | 0 | 0 | 0 | 0 |
| (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) |
0 | 0 | 0 | 0 | 0 |
| (ii.c) Revaluation of other non-current investments | 0 | 0 | 0 | 0 | 0 |
| (iii) Revaluation of tenant leases held as finance leases | 0 | 0 | 0 | 0 | 0 |
| (iv) Revaluation of trading properties | 0 | 0 | 0 | 0 | 0 |
| Diluted NAV at Fair Value | 2,169,466 | 2,169,466 | 2,169,466 | 2,169,466 | 2,169,466 |
| Exclude: | |||||
| (v) Deferred taxes in relation to fair value gains of IP | 72,687 | 72,687 | 72,687 | ||
| (vi) Fair value of financial instruments | 52,212 | 52,212 | 52,212 | ||
| (vii) Goodwill as a result of deferred taxes | 45,161 | 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 | -1,790 | ||||
| Include: | |||||
| (ix) Fair value of fixed interest rate debt | -16,473 | -16,473 | |||
| (ix) Revaluation of intangibles to fait value | 0 | ||||
| (xi) Real estate transfer tax | 158,479 | 0 | |||
| Include/exclude: | |||||
| Adjustments (i) to (v) in respect of joint venture interests |
0 | 0 | 0 | 0 | 0 |
| Adjusted net asset value (owners of the parent) | 2,498,005 | 2,130,850 | 1,991,267 | 2,339,526 | 2,152,993 |
| Number of share outstanding (excl. treasury shares) | 33,116,464 | 33,116,464 | 33,116,464 | 33,116,464 | 33,116,464 |
| Adjusted net asset value (in €/share) (owners of the parent) |
75.43 | 64.34 | 60.13 | 70.65 | 65.01 |
| (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 |
2,594,841 | 69% | 100% |
| EPRA NRV* | EPRA NTA* | EPRA NDV* |
EPRA NAV* |
EPRA NNNAV* |
|
|---|---|---|---|---|---|
| NAV per the financial statements (owners of the parent) | 1,375,325 | 1,375,325 | 1,375,325 | 1,375,325 | 1,375,325 |
| NAV per the financial statements (in €/share) (owners of the parent) |
55.90 | 55.90 | 55.90 | 55.90 | 55.90 |
| (i) Effect of exercise of options, convertibles and other equity interests (diluted basis) |
0 | 0 | 0 | 0 | 0 |
| Diluted NAV, after the exercise of options, convertibles and other equity interests |
1,375,325 | 1,375,325 | 1,375,325 | 1,375,325 | 1,375,325 |
| Include: | |||||
| (ii.a) Revaluation of investment properties (if IAS 40 cost option is used) |
0 | 0 | 0 | 0 | 0 |
| (ii.b) Revaluation of investment properties under construction (IPUC) (if IAS 40 cost option is used) |
0 | 0 | 0 | 0 | 0 |
| (ii.c) Revaluation of other non-current investments | 0 | 0 | 0 | 0 | 0 |
| (iii) Revaluation of tenant leases held as finance leases | 0 | 0 | 0 | 0 | 0 |
| (iv) Revaluation of trading properties | 0 | 0 | 0 | 0 | 0 |
| Diluted NAV at Fair Value | 1,375,325 | 1,375,325 | 1,375,325 | 1,375,325 | 1,375,325 |
| Exclude: | |||||
| (v) Deferred taxes in relation to fair value gains of IP | 11,848 | 11,848 | 11,848 | ||
| (vi) Fair value of financial instruments | 50,533 | 50,533 | 50,533 | ||
| (vii) Goodwill as a result of deferred taxes | 0 | 0 | 0 | 0 | |
| (vii.a) Goodwill as per the IFRS balance sheet | 0 | 0 | |||
| (vii.b) Intangibles as per the IFRS balance sheet | -407 | ||||
| Include: | |||||
| (ix) Fair value of fixed interest rate debt | -7,329 | -7,329 | |||
| (ix) Revaluation of intangibles to fait value | 0 | ||||
| (xi) Real estate transfer tax | 101,443 | 0 | |||
| Include/exclude: | |||||
| Adjustments (i) to (v) in respect of joint venture interests | 0 | 0 | 0 | 0 | 0 |
| Adjusted net asset value (owners of the parent) | 1,539,149 | 1,437,299 | 1,367,996 | 1,437,706 | 1,367,996 |
| Number of share outstanding (excl. treasury shares) | 24,601,158 | 24,601,158 | 24,601,158 | 24,601,158 | 24,601,158 |
| Adjusted net asset value (in €/share) (owners of the parent) |
62.56 | 58.42 | 55.61 | 58.44 | 55.61 |
| 31/12/2020 (18 months) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Belgium | Germany | Nether lands |
United Kingdom |
Finland | Sweden | Non allocated |
Inter segment items |
Total | |
| Investment properties - wholly owned |
1,161,872 | 689,357 | 530,831 | 628,572 | 724,177 | 21,905 | - | - 3,756,714 | |
| Investment properties - share of joint ventures/funds |
0 | 0 | 0 | 0 | 0 | 0 | - | - | 0 |
| Trading properties (including share of joint ventures) |
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 | 679,815 | 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 outgoings1 |
-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% |
| 31/12/2020 (18 months) | |||||||
|---|---|---|---|---|---|---|---|
| Healthcare real estate |
Apartment buildings |
Hotels | Non-allocated | Intersegment items |
Total | ||
| Investment properties - wholly owned | 3,756,714 | - | - | - | - | 3,756,714 | |
| Investment properties - share of joint ventures/funds |
0 | - | - | - | - | 0 | |
| Trading properties (including share of joint ventures) |
6,128 | - | - | - | - | 6,128 | |
| Less: developments | -141,320 | - | - | - | - | -141,320 | |
| Completed property portfolio | 3,621,522 | - | - | - | - | 3,621,522 | |
| Allowance for estimated purchasers' costs |
158,479 | - | - | - | - | 158,479 | |
| Gross up completed property portfolio valuation |
3,780,001 | - | - | - | - | 3,780,000 | |
| Annualised cash passing rental income |
204,205 | - | - | - | - | 204,205 | |
| Property outgoings1 | -8,100 | - | - | - | - | -8,100 | |
| Annualised net rents | 196,105 | - | - | - | - | 196,105 | |
| Add: notional rent expiration of rent free periods or other lease incentives |
4,610 | - | - | - | - | 4,610 | |
| Topped-up net annualised rent | 200,715 | - | - | - | - | 200,715 | |
| EPRA NIY (in %) | 5.2% | - | - | - | - | 5.2% | |
| EPRA Topped-up NIY (in %) | 5.3% | - | - | - | - | 5.3% |
| Healthcare real estate |
Apartment buildings |
Hotels | Non-allocated | Intersegment items |
Total | |
|---|---|---|---|---|---|---|
| Investment properties - wholly owned |
2,315,709 | 0 | 0 | 0 | 0 | 2,315,709 |
| Investment properties - share of joint ventures/funds |
0 | 0 | 0 | 0 | 0 | 0 |
| Trading properties (including share of joint ventures) |
5,240 | 0 | 0 | - | - | 5,240 |
| Less: developments | -51,205 | - | - | 0 | - | -51,205 |
| Completed property portfolio | 2,269,744 | 0 | 0 | 0 | 0 | 2,269,744 |
| Allowance for estimated purchasers' costs |
101,443 | 0 | 0 | 0 | 0 | 101,443 |
| Gross up completed property portfolio valuation |
2,371,187 | 0 | 0 | 0 | 0 | 2,371,187 |
| Annualised cash passing rental income |
133,739 | 0 | 0 | 0 | 0 | 133,739 |
| Property outgoings1 | -4,036 | 0 | 0 | 0 | 0 | -4,036 |
| Annualised net rents | 129,703 | 0 | 0 | 0 | 0 | 129,703 |
| Add: notional rent expiration of rent free periods or other lease incentives |
0 | 0 | 0 | 0 | 0 | 0 |
| Topped-up net annualised rent | 129,703 | 0 | 0 | 0 | 0 | 129,703 |
| EPRA NIY (in %) | 5.5% | 0.0% | 0.0% | 0.0% | - | 5.5% |
| EPRA Topped-up NIY (in %) | 5.5% | 0.0% | 0.0% | 0.0% | - | 5.5% |
30/06/2019 (12 months)
| 31/12/2020 (18 months) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross rental income¹ |
Net rental income² |
Lettable space (in m²) |
Contractual rents³ |
Estima ted rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in %) |
|||
| Segment | |||||||||
| Belgium | 86,182 | 86,125 | 495,424 | 61,562 | 0 | 60,490 | 0.0% | ||
| Germany | 49,168 | 46,672 | 433,680 | 35,909 | 0 | 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 | 0 | 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 | 0 | 1,135 | 0.0% | ||
| Non-allocated | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% | ||
| Intersegment items | 0 | 0 | 0 | 0 | 0 | 0 | 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 | 0 | 0 | |||||||
| Total marketable investment properties |
256,161 | 247,703 |
| Gross rental income¹ |
Net rental income² |
Lettable space (in m²) |
Contractual rents³ |
Estima ted rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Vacancy rate (in %) |
|
|---|---|---|---|---|---|---|---|
| Segment | |||||||
| Healthcare real estate | 254,013 | 245,535 | 1,743,873 | 208,814 | 406 | 205,987 | 0.2% |
| Apartment buildings4 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Hotels5 | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Non-allocated | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Intersegment items | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Total marketable invest ment properties |
254,013 | 245,535 | 1,743,873 | 208,814 | 406 | 205,987 | 0.2% |
| Reconciliation to inco me statement |
|||||||
| Properties sold during the 2019/2020 financial year |
1,103 | 1,123 | |||||
| Properties held for sale | 1,045 | 1,045 | |||||
| Other adjustments | 0 | 0 | |||||
| Total marketable invest ment properties |
256,161 | 247,703 |
| Gross rental income¹ |
Net rental income² |
Lettable space (in m²) |
Contractual rents³ |
Estima ted rental value (ERV) on empty spaces |
Estimated rental value (ERV) |
EPRA Va cancy rate (in %) |
|
|---|---|---|---|---|---|---|---|
| Segment | |||||||
| Healthcare real estate | 106.387 | 103.143 | 1.168.116 | 133.739 | 0 | 136.703 | 0,0% |
| Apartment buildings4 | 0 | 0 | 0 | 0 | 0 | 0 | 0,0% |
| Hotels5 | 0 | 0 | 0 | 0 | 0 | 0 | 0,0% |
| Non-allocated | 0 | 0 | 0 | 0 | 0 | 0 | 0,0% |
| Intersegment items | 0 | 0 | 0 | 0 | 0 | 0 | 0,0% |
| Total marketable invest ment properties |
106.387 | 103.143 | 1.168.116 | 133.739 | 0 | 136.703 | 0,0% |
| Reconciliation to inco me statement |
|||||||
| Properties sold during the 2019/2020 financial year |
11.852 | 8.650 | |||||
| Properties held for sale | 133 | 133 | |||||
| Other adjustments | 0 | 0 | |||||
| Total marketable invest ment properties |
118.372 | 111.926 |
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 30 June 2019 or 31 December 2020.
Sale of the 'apartment buildings' branch of activities on 27 March 2019.
Sale of the hotels on 14 June 2019.
| 31/12/2020 (12 months - restated period) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net rental income on a like-for-like basis1 |
Acquisitions | Disposals | Transfers due to completion |
Net rental income of the period |
|||||
| Segment | |||||||||
| Belgium | 54,404 | 1,688 | 192 | 1,897 | 58,181 | ||||
| Germany | 20,252 | 5,243 | 0 | 8,344 | 33,839 | ||||
| Netherlands | 14,906 | 3,006 | 24 | 5,648 | 23,584 | ||||
| United Kingdom | 27,232 | 9,547 | 0 | 0 | 36,779 | ||||
| Finland | 0 | 26,168 | 0 | 0 | 26,168 | ||||
| Sweden | 0 | 77 | 0 | 0 | 77 | ||||
| Non-allocated | 0 | 0 | 0 | 0 | 0 | ||||
| Intersegment items | 0 | 0 | 0 | 0 | 0 | ||||
| Total marketable investment properties |
116,794 | 45,728 | 215 | 15,890 | 178,628 | ||||
| Reconciliation to income statement |
|||||||||
| Properties sold during the 2019/2020 financial year |
0 | ||||||||
| Properties held for sale | 0 | ||||||||
| Other adjustments | 0 | ||||||||
| Total marketable investment properties |
178,628 |
Marketable investment properties owned 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.
| 31/12/2020 (12 months - restated period) | 31/12/2019 (12 months - restated period) |
||||||
|---|---|---|---|---|---|---|---|
| Net rental income on a like-for-like basis1 |
Acqui sitions |
Dispo sals |
Transfers due to completion |
Net rental income of the period2 |
Net rental income on a like-for-like basis* |
Like-for-like net rental income |
|
| Segment | |||||||
| Healthcare real estate | 116,794 | 45,728 | 215 | 15,890 | 178,628 | 116,062 | 0.63% |
| Apartment buildings3 | 0 | 0 | 0 | 0 | 0 | 1 | -100% |
| Hotels4 | 0 | 0 | 0 | 0 | 0 | 0 | -100% |
| Non-allocated | 0 | 0 | 0 | 0 | 0 | 0 | - |
| Intersegment items | 0 | 0 | 0 | 0 | 0 | 0 | - |
| Total marketable invest ment properties |
116,794 | 45,728 | 215 | 15,890 | 178,628 | 116,064 | 0.63% |
Marketable investment properties owned 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.
Sale of the 'apartment buildings' branch of activities on 27 March 2019
Sale of the hotels on 14 June 2019
| 31/12/2020 (18 months) | |||||||
|---|---|---|---|---|---|---|---|
| Fair value | Changes in fair value |
EPRA NIY (in %) |
Reversion rate (in %) |
||||
| Segment | |||||||
| Healthcare real estate | 3,621,522 | 41,930 | 5.2% | -2% | |||
| Apartment buildings¹ | 0 | 0 | 0.0% | 0% | |||
| Hotels² | 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 |
3,762,841 | 25,049 |
| 30/06/2019 (12 months) | |||||
|---|---|---|---|---|---|
| Fair value | Changes in fair value |
EPRA NIY (in %) |
Reversion rate (in %) |
||
| Segment | |||||
| Healthcare real estate | 2,269,744 | 63,791 | 5,5% | 2% | |
| Apartment buildings¹ | 0 | 13,491 | 0,0% | 0% | |
| Hotels² | 0 | -900 | 0,0% | 0% | |
| Total marketable investment properties including assets as held for sale* |
2,269,744 | 76,382 | 5,5% | 2% | |
| Reconciliation to the consolidated IFRS balance sheet |
|||||
| Development projects | 51,205 | -13,065 | |||
| Total investment properties including assets classified as held for sale, or real estate portfolio |
2,320,949 | 63,317 |
Sale of the 'apartment buildings' branch of activities on 27 March 2019
Sale of the hotels on 14 June 2019
| 31/12/2020 (18 months) | ||||
|---|---|---|---|---|
| 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% |
| 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 | 3,762,842 | 25,049 | |
|---|---|---|---|
| classified as held for sale, or real estate portfolio |
| Situation as per 31 December 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Cost to date | Costs to completion |
Future in terest to be capitalised |
Forecast total cost |
Forecast completion date |
Lettable space (in m²) |
% Pre-let | ERV on comple tion |
|
| Total | 128 | 624 | 3 | 756 | 2023 | ± 195,000 | 100% | 39.6 |
| Situation as per 30 June 2019 | ||||||||
| Cost to date | Costs to completion |
Future in terest to be capitalised |
Forecast total cost |
Forecast completion date |
Lettable space (in m²) |
% Pre-let | ERV on comple tion |
|
| Total | 52 | 372 | 4 | 428 | 2021/2022 | ± 110,000 | 100% | 23.2 |
The breakdown for these projects is provided in section 4.2. of the property report.
| 31/12/2020 (18 months) Current rent of leases expiring (x €1.000) |
|||||
|---|---|---|---|---|---|
| Average remaining maturity1 ( 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 | 21 | 571 | 0 | 32 | 60,959 |
| Germany | 22 | 0 | 456 | 0 | 35,453 |
| Netherlands | 18 | 0 | 0 | 7 | 29,925 |
| United Kingdom | 22 | 0 | 0 | 0 | 42,859 |
| Finland | 12 | 878 | 0 | 409 | 36,130 |
| Sweden | 17 | 0 | 0 | 0 | 1,135 |
| Total marketable investment properties including assets as held for sale* |
19 | 1,449 | 456 | 448 | 206,461 |
| 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|
|---|---|---|---|---|
| Administrative/operating expense line per IFRS statement |
-47,883 | -35,981 | -24,510 | -21,271 |
| Rental-related charges | -3,344 | -2,752 | -641 | -41 |
| Recovery of property charges | 0 | 0 | 9 | 59 |
| Rental charges and taxes normally paid by tenants on let properties |
53 | -10 | -159 | -820 |
| Technical costs | -680 | -544 | -491 | -1,077 |
| Commercial costs | -358 | -329 | -128 | -317 |
| Charges and taxes on unlet properties | 0 | 0 | 23 | -58 |
| Property management costs | -6,246 | -4,396 | -3,767 | -2,763 |
| Other property charges | -1,227 | -876 | -1,624 | -1,470 |
| Overheads | -36,096 | -27,096 | -17,609 | -14,692 |
| Other operating income and charges | 15 | 22 | -123 | -92 |
| EPRA Costs (including direct vacancy costs)* (A) | -47,883 | -35,981 | -24,510 | -21,271 |
| Charges and taxes on unlet properties | 0 | 0 | -23 | 58 |
| EPRA Costs (excluding direct vacancy costs)* (B) | -47,883 | -35,981 | -24,533 | -21,213 |
| Gross Rental Income (C) | 259,505 | 187,535 | 139,585 | 118,413 |
| EPRA Cost Ratio (including direct vacancy costs)* (A/C) |
18% | 19% | 18% | 18% |
| EPRA Cost Ratio (excluding direct vacancy costs)* (B/C) |
18% | 19% | 18% | 18% |
| Overhead and operating expenses capitalised (including share of joint ventures) |
816 | 786 | 122 | 92 |
Aedifica capitalises some project management costs.
| 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|
|---|---|---|
| Property related capex | ||
| (1) Acquisitions | 1,152,561 | 712,151 |
| (2) Development | 251,050 | 101,191 |
| (3) Like-for-like portfolio | 35,563 | 6,413 |
| (4) Other (capitalised interests and project management) | 2,959 | 1,175 |
| Capital expenditure | 1,442,133 | 820,930 |
The data in the table come from note 22 of the consolidated financial statements.
| 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|
|---|---|---|
| Property related capex | ||
| (1) Acquisitions | 1,152,561 | 712,151 |
| (2) Development | 251,050 | 101,191 |
| (3) Like-for-like portfolio | 35,563 | 6,413 |
| Incremental lettable space | 20,203 | 1,488 |
| No incremental lettable space | 15,360 | 4,924 |
| Capex related incentives | 0 | 0 |
| Other | 0 | 0 |
| (4) Other (capitalised interests and project management) | 2,959 | 1,175 |
| Capital expenditure | 1,442,133 | 820,930 |
The data in the table come from note 22 of the consolidated financial statements.




In the European Union, the population of persons older than 80 years of age has increased by approx. 25% over the past decade to approx. 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 share in the various countries differs, depending on the local social security system. At the European level, private care operators manage approx. 28% of the total number of beds in residential care centres. 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: from approx. €2 billion in 2015 to a record level of approx. €7.3 billion in 2019. 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.
Although the Covid-19 pandemic exerted pressure on care operators and impacted the occupancy rates of care homes (declining by approx. 5-10% in some countries), healthcare real estate remained an attractive segment for investors due to the solid market fundamentals that remained intact (ageing, consolidation, public funding). The impact
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.
protective measures were (partially) compensated by the financial support packages from governments. The vaccination programmes now initiated across Europe, which prioritise staff and residents of care homes, give a new perspective to care operators (see page 41 for more information).
European investment volume in 2020 was in line with that of 2019 and record volumes were recorded in certain markets, such as Germany - a testament to the resilience of the sector. However, due to this strong interest in healthcare real estate, prime net yields continued to decline.
In 2020, 5.6% of the Belgian population was 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 in Wallonia operates approx. 50% of the
beds and in Brussels even over 60%. The three largest private players in Belgium currently manage approx. 25,000 beds (approx. 17% of the total number of beds). Due to the Covid-19 pandemic, the occupancy rate of care homes has (temporarily) decreased. As vaccination programmes have been initiated since the beginning of 2021, it is expected that occupancy rates will rise again in the near future. Despite the pandemic, the 2020 investment volume in Belgian care homes amounted to approx. €400 million, lower than in 2019 but still higher than the fiveyear average. The prime net yield (based on triple net long leases) decreased further in 2020 to 4.3%, the lowest level to date. (4.5% in 2019).
4.85% 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
of the pandemic on operators' income remained relatively limited, partly because the additional costs incurred in terms of staff and

LEFT VILLA VINKENBOSCH – CARE HOME IN HASSELT (BE)
BELOW SENIORENWOHNPARK HARTHA – CARE HOME IN THARANDT (BE)
this demographic evolution, approx. 35,000 extra beds in residential care homes are expected to be needed by 2030, on top of the necessary redevelopment of the outdated existing care infrastructure. Of the current capacity of approx. 120,000 beds, approx. 92% are operated by non-profit operators. Private operators account for the remaining 8% and mainly operate small-scale sites with an average capacity of approx. 24 residents. Although the market share of the private sector is still small compared to the non-profit sector, the private sector has grown considerably in recent years. In the Netherlands too, a consolidation of the healthcare market is expected: the five largest private players are currently actively expanding their portfolio. Despite the impact of the Covid-19 pandemic, healthcare real estate remained an attractive long-term investment option in 2020: approx. €1 billion was invested last year. The most important factor for the decline in the total transaction volume was the shortage in quality investment properties. Although the pandemic had a slight impact on the investment volume, 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. 4.75-5.00% 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 favorable 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 10% of the total population by 2050. 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 2020, the investment volume in the UK healthcare real estate market amounted to approx. £1.5 billion, of which approx. £700 million 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. The impact of Covid-19 on the UK care market in 2020 is reflected in the mortality rate, but most operators are now better prepared than was the case during the first wave of the Covid-19 pandemic in the first quarter of 2020. Moreover, since February 2021, all residents of care homes have received a first dose of the coronavirus vaccine. In the medium term it is expected that the sector will fully recover in terms of occupancy rates, and that the higher costs resulting from protective measures will be offset by fee inflation.
In Germany, the number of people over the age of 80 will double by
The German healthcare real estate market remains highly fragmented: the ten largest private operators have a market share of only 13%.
2050 compared to 2018, to approx. 12% of the total population. At the end of 2018, there were approx. 952,000 beds available in almost 15,000 residential care centres in Germany, of which 94% are destined for senior citizens and 6% for persons with disabilities, mental health problems or a terminal illness. These residential care centres are operated by nonprofit operators (approx. 53%), private operators (approx. 42%) and public operators (approx. 5%). The German healthcare real estate market remains highly fragmented, with the ten largest private operators holding a market share of only approx. 13%. Forecasts predict that about 330,000 extra beds will be needed by 2035. Thus, the ageing population offers significant prospects for growth and consolidation. In some cases, demand already exceeds supply. However, the possibilities for creating new capacity in residential care centres are limited, due in part to the high costs of construction sites (in larger cities) and construction works (due to increasing ecological requirements). Due to the lack of construction sites, there is once again more investment in existing sites and renovations. Another problem facing operators is a shortage of healthcare workers. A record amount of approx. €3.4 billion was invested in healthcare real estate in 2020. Due to the great interest in health-
Despite the Covid-19 pandemic, healthcare real estate remained attractive to investors due to the solid market fundamentals (ageing, consolidation, public funding).
care real estate, the prime net yield fell to approx. 4% in 2020. Despite the impact of the Covid-19 pandemic on German care homes, the economic situation of care operators remained stable due to the government's financial support for pandemic-related additional expenses.
In Finland, approx. 5.6% of the total population was over 80 years old in 2019. This age group is projected to almost double to about 10.9% 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 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. The investment volume in Finnish healthcare real estate increased to a record amount of almost €1.4 billion in 2020 due to three exceptionally large portfolio transactions. The demand for healthcare real estate remains high among new active investors, while supply is limited. Over the last years, the prime net yield has decreased to approx. 4.25%. The Covid-19 situation in Finland is relatively well under control and large-scale lockdowns have been avoided. In spring 2020, there was a temporary impact on occupancy rates in children day-care centres, but apart from that, healthcare real estate proved to be resilient, thanks in part to the municipality-driven financing models.
Approx. 5.2% of the total population in Sweden is over 80 years of age. That number will rise to 9.2% by 2060. Sweden has a total of approx. 100,000 beds in residential care centres. Estimates indicate that at least 40,000 new beds will be needed by 2030. 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 are seen as a central part of that freedom of choice. Their market share has risen sharply in recent years and currently amounts to approx. 28%. In Sweden, care services are generally financed with public funds. As Covid-19 claims most victims in the oldest segment of the population, Swedish care homes were closed to visitors during most of the year. However, this did not affect the interest of investors, who continued to consider healthcare real estate as a safe investment. In 2020, the investment volume in the Swedish healthcare real estate market amounted to approx. €700 million. This is below the record level of approx. €1 billion in 2019, but well above the total of 2018 (approx. €390 million). The prime net yield amounts to approx. 3.75%.
BELOW HEINOLAN LÄHTEENTIE – CARE HOME IN HEINOLA (FI)


The fair value of the investment properties including the assets classified as held for sale* averaged a compounded annual growth rate of 28% over the past fifteen years.



| Number of sites | % Contractual rents 31/12/2020 |
% Contractual rents 30/06/2019 |
|
|---|---|---|---|
| Belgium | 82 | 29% | 42% |
| Armonea | 20 | 8% | 12% |
| Orpea | 9 | 3% | 5% |
| Senior Living Group | 28 | 9% | 14% |
| Vulpia | 12 | 5% | 8% |
| Astor vzw | 1 | 1% | - |
| Vivalto home | 1 | 0% | - |
| Orelia Group | 1 | 0% | - |
| Emera | 1 | 0% | - |
| Other | 9 | 2% | 3% |
| Germany | 75 | 17% | 17% |
| Alloheim | 4 | 1% | 2% |
| Argentum | 7 | 1% | 2% |
| Azurit Rohr | 5 | 1% | 1% |
| Convivo | 3 | 1% | 1% |
| Cosiq | 3 | 1% | 0% |
| EMVIA | 16 | 3% | 1% |
| Orpea | 5 | 2% | 2% |
| Residenz Management | 8 | 2% | 2% |
| Vitanas | 12 | 4% | 3% |
| Other | 9 | 2% | 2% |
| Volkssolidarität | 1 | 0% | 0% |
| DRK Kreisverband Nordfriesland e. V. | 1 | 0% | 0% |
| Johanniter | 1 | 0% | - |
| Netherlands | 66 | 14% | 14% |
| Compartijn | 6 | 1% | 2% |
| Domus Magnus | 4 | 1% | 2% |
| Martha Flora | 9 | 1% | 2% |
| NNCZ | 5 | 1% | - |
| Ontzorgd Wonen Groep | 2 | 1% | 1% |
| Stepping Stones Home & Care | 6 | 1% | 1% |
| Stichting Leger des Heils Welzijns- en Gezondheidszorg | 1 | 0% | 0% |
| Stichting Oosterlengte | 3 | 1% | 0% |
| Stichting Rendant | 1 | 0% | 0% |
| Vitalis | 3 | 2% | 3% |
| Senior Living BV | 15 | 2% | 3% |
| Wonen bij September | 1 | 0% | 0% |
| Other | 10 | 2% | 1% |
| Number of sites | % Contractual rents 31/12/2020 |
% Contractual rents 30/06/2019 |
|
|---|---|---|---|
| United Kingdom | 96 | 21% | 26% |
| Bondcare Group | 17 | 3% | 4% |
| Burlington | 22 | 4% | 6% |
| Care UK | 12 | 2% | 3% |
| Caring Homes | 4 | 1% | 1% |
| Harbour Healthcare | 6 | 1% | 1% |
| Majesticare | 3 | 1% | 1% |
| Maria Mallaband | 15 | 4% | 5% |
| Renaissance | 9 | 2% | 2% |
| Halcyon Care Homes | 2 | 1% | - |
| Barchester | 1 | 0% | 0% |
| Lifeways | 2 | 1% | 2% |
| Other | 3 | 1% | 1% |
| Finland | 172 | 18% | - |
| Touhula | 31 | 2% | - |
| Kunta | 13 | 2% | - |
| Mehiläinen | 15 | 2% | - |
| Sentica | 3 | 0% | - |
| Attendo | 29 | 4% | - |
| Esperi | 3 | 0% | - |
| Musiikkikoulu Rauhala | 2 | 0% | - |
| Pilke | 23 | 2% | - |
| Norlandia | 18 | 1% | - |
| Priimi | 1 | 0% | - |
| Vetrea | 5 | 1% | - |
| KVPS | 2 | 0% | - |
| Aspa | 2 | 0% | - |
| Other | 25 | 3% | - |
| Sweden | 5 | 1% | - |
| Team Olivia | 1 | 0% | - |
| Alternatus | 1 | 0% | - |
| British mini | 1 | 0% | - |
| Kunskapsförskolan | 2 | 0% | - |
| TOTAL | 496 | 100% | 100% |
Two groups operate healthcare real estate owned by Aedifica in multiple countries in which the Aedifica group operates: Korian and Orpea. The weight of these two groups in Aedifica's healthcare real estate portfolio is broken down by country in the table below.
| Tenant | Country | Number of sites | 31/12/2020 | 30/06/2019 |
|---|---|---|---|---|
| Korian | 50 | 13% | 18% | |
| Belgium | 28 | 9% | 14% | |
| Germany | 1 | 0% | - | |
| Netherlands | 21 | 3% | 4% | |
| Orpea | 21 | 6% | 10% | |
| Belgium | 9 | 3% | 5% | |
| Germany | 5 | 2% | 2% | |
| Netherlands | 7 | 1% | 2% |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Investment properties | 1,585,561 | 25,766 | €206,598,484 | €205,890,008 | |||
| BELGIUM | 495,424 | 8,362 | €61,561,749 | €60,489,888 | |||
| Armonea | 131,789 | 2,154 | €16,736,932 | ||||
| Les Charmes en Famenne |
3,165 | 96 | €318,740 | 2012 | Houyet | ||
| Seniorerie La Pairelle | 6,016 | 118 | €808,468 | 2015 | Wépion | ||
| Residentie Gaerveld | 1,504 | 20 | €179,754 | 2008 | Hasselt | ||
| Gaerveld | 6,994 | 115 | €839,908 | 2008 | Hasselt | ||
| Pont d'Amour | 8,984 | 150 | €1,049,244 | 2015 | Dinant | ||
| Marie-Louise | 1,959 | 30 | €391,706 | 2014 | Wemmel | ||
| Hestia | 12,682 | 222 | €1,459,723 | 2018 | Wemmel | ||
| Koning Albert I | 7,775 | 110 | €977,078 | 2012 | Dilbeek | ||
| Eyckenborch | 8,771 | 141 | €1,179,804 | 2015 | Gooik | ||
| Rietdijk | 2,155 | 60 | €373,257 | 2012 | Vilvoorde | ||
| Larenshof | 6,988 | 117 | €1,091,080 | 2014 | Laarne | ||
| Ter Venne | 6,634 | 102 | €1,054,331 | 2012 | Sint-Martens-Latem | ||
| Plantijn | 7,310 | 110 | €1,034,476 | 2018 | Kapellen | ||
| Salve | 6,730 | 117 | €1,142,567 | 2014 | Brasschaat | ||
| Huize Lieve Moenssens |
4,597 | 78 | €588,781 | 2017 | Dilsen-Stokem | ||
| De Stichel | 8,429 | 153 | €923,852 | 2018 | Vilvoorde | ||
| De Notelaar | 8,651 | 94 | €1,019,615 | 2011 | Olen | ||
| Overbeke | 6,917 | 113 | €847,741 | 2012 | Wetteren | ||
| Rembertus | 8,027 | 100 | €804,412 | 2020 | Mechelen | ||
| Senior Flandria | 7,501 | 108 | €652,395 | 1989 | Bruges | ||
| Buitenhof VZW | 4,386 | 80 | €584,500 | ||||
| Buitenhof | 4,386 | 80 | €584,500 | 2007 | Brasschaat | ||
| Dorian groep | 4,827 | 104 | €569,604 | ||||
| De Duinpieper | 4,827 | 104 | €569,604 | 2018 | Oostende | ||
| Hof van Schoten BVBA | 8,313 | 101 | €851,073 | ||||
| Hof van Schoten | 8,313 | 101 | €851,073 | 2014 | Schoten | ||
| Le Carrosse | 1,290 | 36 | €98,884 | ||||
| La Boule de Cristal | 1,290 | 36 | €98,884 | 1998 | Wanlin | ||
| Orpea | 47,985 | 1,159 | €7,175,642 | ||||
| Château Chenois | 6,354 | 115 | €936,619 | 2007 | Waterloo | ||
| New Philip | 3,914 | 111 | €513,733 | 1999 | Vorst | ||
| Jardins de Provence | 2,280 | 72 | €421,721 | 1996 | Anderlecht | ||
| Bel Air | 5,350 | 161 | €766,765 | Project | Scharbeek | ||
| Résidence Grange des Champs |
3,396 | 75 | €453,700 | 1994 | Braine-l'Alleud | ||
| Résidence Augustin | 4,832 | 94 | €570,510 | 2006 | Vorst | ||
| Résidence Parc Palace |
6,719 | 162 | €1,326,352 | 2007 | Ukkel | ||
| Résidence Service | 8,716 | 175 | €1,364,248 | 1978 | Ukkel | ||
| Résidence du Golf | 6,424 | 194 | €821,994 | 1989 | Anderlecht | ||
| Pierre Invest SA | 2,272 | 65 | €471,776 | ||||
| Bois de la Pierre | 2,272 | 65 | €471,776 | 2018 | Wavre | ||
| Résidence de La Houssière | 4,484 | 94 | €619,052 | ||||
| Résidence La Houssière |
4,484 | 94 | €619,052 | 2006 | Braine-le-Comte |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Senior Living Group | 156,981 | 2,690 | €19,287,841 | ||||
| Kasteelhof | 3,500 | 81 | €368,093 | 2005 | Dendermonde | ||
| Ennea | 1,848 | 34 | €212,732 | 1998 | Sint-Niklaas | ||
| Wielant | 4,834 | 104 | €568,044 | 2001 | Anzegem/Ingooigem | ||
| Residentie Boneput | 2,993 | 78 | €482,650 | 2003 | Bree | ||
| Résidence Aux Deux Parcs |
1,618 | 53 | €445,000 | Project | Jette | ||
| Résidence l'Air du Temps |
7,197 | 137 | €927,334 | 2016 | Chênée | ||
| Au Bon Vieux Temps | 7,868 | 104 | €880,960 | 2016 | Mont-Saint-Guibert | ||
| Op Haanven | 6,587 | 111 | €712,190 | 2016 | Veerle-Laakdal | ||
| Résidence Exclusiv | 4,253 | 104 | €755,104 | 2013 | Evere | ||
| Séniorie Mélopée | 2,967 | 70 | €524,648 | 1993 | Sint-Jans-Molenbeek | ||
| Seniorie de Maretak | 5,684 | 122 | €562,339 | 2006 | Halle | ||
| Résidence du Plateau |
8,069 | 143 | €1,349,690 | 2007 | Wavre | ||
| De Edelweis | 6,914 | 122 | €816,186 | 2014 | Begijnendijk | ||
| Residentie Sporenpark |
9,261 | 127 | €1,125,660 | 2013 | Beringen | ||
| Résidence Les Cheveux d'Argent |
4,996 | 99 | €455,754 | 2016 | Jalhay | ||
| t Hoge | 4,632 | 81 | €716,846 | 2018 | Kortrijk | ||
| Helianthus | 4,799 | 67 | €498,150 | 2014 | Melle | ||
| Villa Vinkenbosch | 9,153 | 114 | €997,029 | 2018 | Hasselt | ||
| Heydeveld | 6,167 | 110 | €657,454 | 2017 | Opwijk | ||
| Oosterzonne | 4,948 | 82 | €760,284 | 2016 | Zutendaal | ||
| De Witte Bergen | 8,262 | 119 | €1,074,452 | 2006 | Lichtaart | ||
| Seniorenhof | 3,116 | 52 | €331,311 | 1997 | Tongeren | ||
| Beerzelhof | 5,025 | 61 | €350,923 | 2007 | Beerzel | ||
| Uilenspiegel | 6,863 | 97 | €765,454 | 2007 | Genk | ||
| Coham | 6,956 | 120 | €922,151 | 2007 | Ham | ||
| Sorgvliet | 4,517 | 83 | €561,279 | 2007 | Linter | ||
| Ezeldijk | 7,101 | 105 | €752,560 | 2016 | Diest | ||
| Les Jardins de la Mémoire |
6,852 | 110 | €713,564 | 2018 | Anderlecht | ||
| Time for Quality | 5,824 | 58 | €452,339 | ||||
| Klein Veldeken | 5,824 | 58 | €452,339 | 2014 | Asse | ||
| Vulpia | 91,625 | 1,327 | €10,628,682 | ||||
| 't Spelthof | 4,076 | 100 | €800,839 | Project | Binkom | ||
| Twee Poorten | 8,413 | 129 | €1,032,521 | 2014 | Tienen | ||
| Demerhof | 10,657 | 120 | €995,083 | 2013 | Aarschot | ||
| Halmolen | 9,200 | 140 | €1,091,647 | 2013 | Halle-Zoersel | ||
| La Ferme Blanche | 4,240 | 90 | €574,693 | 2016 | Remicourt | ||
| Villa Temporis | 8,354 | 103 | €812,998 | 2017 | Hasselt | ||
| Residentie Poortvelden |
5,307 | 60 | €477,929 | 2014 | Aarschot | ||
| Leopoldspark | 10,888 | 153 | €1,285,414 | 2016 | Leopoldsburg | ||
| Residentie Den Boomgaard |
6,274 | 90 | €710,209 | 2016 | Glabbeek | ||
| Blaret | 9,578 | 107 | €1,123,521 | 2016 | Sint-Genesius-Rode | ||
| Residentie Kartuizerhof |
10,845 | 128 | €986,632 | 2018 | Sint-Martens-Lierde | ||
| Résidence de la Paix | 3,793 | 107 | €737,197 | 2017 | Evere | ||
| Bremdael VZW | 3,500 | 66 | €350,000 | ||||
| Bremdael | 3,500 | 66 | €350,000 | 2012 | Herentals |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Astor VZW | 15,792 | 132 | €1,750,000 | ||||
| Klein Veldekens | 15,792 | 132 | €1,750,000 | 2020 | Geel | ||
| Vivalto Home | 6,003 | 107 | €600,000 | ||||
| Familiehof | 6,003 | 107 | €600,000 | 2016 | Schelle | ||
| Orelia Group | 6,013 | 101 | €925,000 | ||||
| Le Jardin intérieur | 6,013 | 101 | €925,000 | 2018 | Frasnes-lez-Anvaing | ||
| Emera | 4,020 | 84 | €428,450 | ||||
| In de Gouden Jaren | 4,020 | 84 | €428,450 | 2005 | Tienen | ||
| Other | 320 | 4 | €31,975 | ||||
| Villa Bois de la Pierre | 320 | 4 | €31,975 | 2000 | Wavre | ||
| GERMANY | 327,623 | 6,028 | €34,959,516 | €35,467,539 | |||
| advita Pflegedienst | 6,422 | 91 | €470,811 | ||||
| advita Haus Zur Alten Berufsschule |
6,422 | 91 | €470,811 | 2016 | Zschopau | ||
| Alloheim | 18,695 | 378 | €2,326,356 | ||||
| AGO Herkenrath | 4,000 | 80 | €586,606 | 2010 | Bergisch Gladbach | ||
| AGO Dresden | 5,098 | 116 | €583,234 | 2012 | Dresden | ||
| AGO Kreischa | 3,670 | 84 | €416,516 | 2011 | Kreischa | ||
| Bonn | 5,927 | 98 | €740,000 | 2018 | Bonn | ||
| Argentum | 16,086 | 294 | €1,636,414 | ||||
| Haus Nobilis | 3,186 | 70 | €530,275 | 2015 | Bad Sachsa | ||
| Haus Alaba | 2,560 | 64 | €227,261 | 1975 | Bad Sachsa | ||
| Haus Concolor | 5,715 | 74 | €515,124 | 2008 | Bad Sachsa | ||
| Haus Arche | 531 | 13 | €75,754 | 1975 | Bad Sachsa | ||
| Seniorenheim J.J. Kaendler |
4,094 | 73 | €288,000 | 2020 | Meissen | ||
| Azurit Rohr | 29,862 | 465 | €2,366,742 | ||||
| Azurit Seniorenresidenz Sonneberg |
4,876 | 101 | €583,416 | 2011 | Sonneberg | ||
| Azurit Seniorenresidenz Cordula 1 |
4,970 | 75 | €312,051 | 2016 | Oberzent Rothenberg |
||
| Azurit Seniorenresidenz Cordula 2 |
1,204 | 39 | €162,267 | 1993 | Oberzent Rothenberg |
||
| Hansa Pflege-und Betreuungszentrum Dornum |
11,203 | 106 | €426,000 | 2016 | Dornum | ||
| Seniorenzentrum Weimar |
7,609 | 144 | €883,008 | 2019 | Weimar | ||
| Convivo | 11,845 | 202 | €1,378,709 | ||||
| Park Residenz | 6,113 | 79 | €650,400 | 2001 | Neumünster | ||
| Seniorenhaus Wiederitzsch |
3,275 | 63 | €365,000 | 2018 | Leipzig | ||
| Haus am Jungfernstieg |
2,457 | 60 | €363,309 | 2010 | Neumünster | ||
| Deutsche Pflege und Wohnstift GmbH | 4,310 | 126 | €654,261 | ||||
| Seniorenheim am Dom |
4,310 | 126 | €654,261 | 2008 | Halberstadt | ||
| Deutsches Rotes Kreuz Kreisverband Nordfriesland e. V. |
4,088 | 83 | €522,000 | ||||
| Käthe-Bernhardt Haus |
4,088 | 83 | €522,000 | 2008 | Husum | ||
| Orpea | 20,507 | 444 | €3,173,267 | ||||
| Seniorenresidenz Mathilde |
3,448 | 75 | €572,408 | 2010 | Enger |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Seniorenresidenz Klosterbauerschaft |
3,497 | 80 | €609,193 | 2010 | Kirchlengern | ||
| Bonifatius Seniorenzentrum |
3,967 | 80 | €617,833 | 2009 | Rheinbach | ||
| Seniorenresidenz Am Stübchenbach |
5,874 | 130 | €807,926 | 2010 | Bad Harzburg | ||
| Seniorenresidenz Kierspe |
3,721 | 79 | €565,907 | 2011 | Kierspe | ||
| Residenz Management | 24,564 | 442 | €3,397,602 | ||||
| Die Rose im Kalletal | 4,027 | 96 | €684,868 | 2009 | Kalletal | ||
| Senioreneinrichtung Haus Matthäus |
2,391 | 50 | €365,992 | 2009 | Olpe-Rüblinghausen | ||
| Senioreneinrichtung Haus Elisabeth |
3,380 | 80 | €585,587 | 2010 | Wenden-Rothemühle | ||
| Bremerhaven I | 6,077 | 85 | €939,841 | 2016 | Bremerhaven | ||
| Bremerhaven II | 2,129 | 42 | €306,396 | 2003 | Bremerhaven | ||
| Cuxhaven | 810 | 9 | €106,918 | 2010 | Cuxhaven | ||
| Sonnenhaus Ramsloh |
5,750 | 80 | €408,000 | 2006 | Saterland-Ramsloh | ||
| Schloss Bensberg Management GmbH | 8,215 | 87 | €1,009,336 | ||||
| Service-Residenz Schloss Bensberg |
8,215 | 87 | €1,009,336 | 2002 | Bergisch Gladbach | ||
| Seniorenresidenz Laurentiusplatz GmbH | 5,506 | 79 | €515,400 | ||||
| Laurentiusplatz | 5,506 | 79 | €515,400 | 2018 | Wuppertal | ||
| Vitanas | 86,611 | 1,614 | €7,513,690 | ||||
| Am Kloster | 5,895 | 136 | €757,143 | 2002 | Halberstadt | ||
| Rosenpark | 4,934 | 79 | €473,228 | 2001 | Uehlfeld | ||
| Patricia | 7,556 | 174 | €1,057,497 | 2010 | Nürnberg | ||
| St. Anna | 7,176 | 161 | €934,970 | 2001 | Höchstadt | ||
| Frohnau | 4,101 | 107 | €594,852 | 2018 | Berlin | ||
| Am Schaefersee | 12,658 | 187 | €650,879 | Project | Reinickendorf | ||
| Am Stadtpark | 7,297 | 135 | €501,192 | Project | Steglitz | ||
| Am Bäckepark | 3,828 | 90 | €456,000 | 1999 | Lichterfelde | ||
| Rosengarten | 7,695 | 165 | €550,000 | Project | Lankwitz | ||
| Am Parnassturm | 7,042 | 84 | €296,333 | Project | Wankendorf | ||
| Am Marktplatz | 4,880 | 79 | €148,545 | Project | Plön | ||
| Am Tierpark | 13,549 | 217 | €1,093,050 | Project | Ueckermünde | ||
| Volkssolidarität | 4,141 | 83 | €455,303 | ||||
| Goldene Au | 4,141 | 83 | €455,303 | 2010 | Sonneberg | ||
| EMVIA | 40,828 | 811 | €4,747,726 | ||||
| Residenz Zehlendorf | 4,540 | 180 | €944,000 | 2002 | Berlin | ||
| Beverstedt | 5,475 | 80 | €563,850 | ||||
| Schwerin | 5,000 | 87 | €646,800 | 2019 | Schwerin | ||
| Kaltenkirchen | 6,650 | 123 | €916,800 | 2020 | Kaltenkirchen | ||
| Lübbecke | 4,240 | 80 | €576,276 | 2019 | Lübbecke | ||
| Seniorenwohnpark Hartha |
10,715 | 179 | €732,000 | 1997 | Tharandt | ||
| Seniorenpflegezen trum Zur alten Linde |
4,208 | 82 | €368,000 | 2004 | Rabenau | ||
| SARA | 7,900 | 126 | €640,000 | ||||
| SARA Seniorenresidenz |
7,900 | 126 | €640,000 | 2017 | Bitterfeld-Wolfen | ||
| Casa Reha | 7,618 | 151 | €901,228 | ||||
| Haus Steinbachhof | 7,618 | 151 | €901,228 | 2017 | Chemnitz | ||
| Johanniter | 3,950 | 74 | €509,312 | ||||
| Johanniter-Haus Lüdenscheid |
3,950 | 74 | €509,312 | 2006 | Lüdenscheid |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Cosiq | 17,060 | 264 | €1,677,987 | ||||
| Seniorenresidenz an den Kienfichten |
4,332 | 88 | €445,480 | 2017 | Dessau-Rosslau | ||
| Pflegeteam Odenwald |
1,202 | 32 | €222,218 | 2012 | Wald-Michelbach | ||
| Wohnstift am Weinberg |
11,526 | 144 | €1,010,288 | Project | Kassel | ||
| Aspida | 5,095 | 120 | €707,925 | ||||
| Pflegecampus Plauen |
5,095 | 120 | €707,925 | 2020 | Plauen | ||
| Auriscare | 4,320 | 94 | €355,449 | ||||
| BAVARIA Senioren und Pflegeheim |
4,320 | 94 | €355,449 | Project | Sulzbach-Rosenberg | ||
| NETHERLANDS | 300,665 | 2,618 | €28,665,441 | €29,585,955 | |||
| Compartijn | 15,606 | 173 | €2,796,672 | ||||
| Huize de Compagnie | 3,471 | 42 | €608,368 | 2019 | Ede | ||
| Huize Hoog Kerckebosch |
2,934 | 32 | €555,319 | 2017 | Zeist | ||
| Huize Ter Beegden | 1,983 | 19 | €315,897 | 2019 | Beegden | ||
| Huize Roosdael | 2,950 | 26 | €444,000 | 2019 | Roosendaal | ||
| Huize Groot Waardijn | 1,918 | 26 | €433,358 | 2019 | Tilburg | ||
| Huize Eresloo | 2,350 | 28 | €439,730 | 2019 | Duizel | ||
| Domus Magnus | 8,072 | 99 | €2,148,306 | ||||
| Holland | 2,897 | 34 | €873,161 | 2013 | Baarn | ||
| Benvenuta | 924 | 10 | €226,375 | 2009 | Hilversum | ||
| Molenenk | 2,811 | 40 | €727,390 | 2017 | Deventer | ||
| Villa Walgaerde | 1,440 | 15 | €321,380 | 2017 | Hilversum | ||
| Martha Flora | Martha Flora | 12,788 1,012 |
140 13 |
€2,436,820 €171,825 |
2013 | Lochem | |
| Lochem | |||||||
| Martha Flora Hilversum |
4,055 | 31 | €582,671 | 2017 | Hilversum | ||
| Martha Flora Den Haag |
2,259 | 28 | €579,921 | 2018 | Den Haag | ||
| Martha Flora Rotterdam |
2,441 | 29 | €550,590 | 2019 | Rotterdam | ||
| Martha Flora Bosch en Duin |
2,241 | 27 | €467,905 | 2018 | Bosch en Duin | ||
| Martha Flora Hoorn | 780 | 12 | €83,907 | 2012 | Hoorn | ||
| Orpea | 1,466 | 20 | €254,561 | ||||
| September Nijverdal | 1,466 | 20 | €254,561 | 2019 | Nijverdal | ||
| Stepping Stones Home & Care | 8,170 | 117 | €1,604,693 | ||||
| Saksen Weimar | 2,291 | 42 | €541,261 | 2015 | Arnhem | ||
| Spes Nostra Stepping Stones |
2,454 1,655 |
30 21 |
€476,682 €261,310 |
2016 2019 |
Vleuten Leusden |
||
| Leusden Stepping Stones |
1,770 | 24 | €325,440 | ||||
| Zwolle Stichting Leger des Heils Welzijns- en |
6,014 | 75 | €609,875 | ||||
| Gezondheidszorg | |||||||
| De Merenhoef | 6,014 | 75 | €609,875 | 2019 | Maarssen | ||
| Stichting Oosterlengte | 11,740 | 152 | €1,786,739 | ||||
| Het Dokhuis | 4,380 | 32 | €418,341 | 2017 | Oude Pekela | ||
| LTS Winschoten Verpleegcentrum |
4,560 2,800 |
84 36 |
€1,016,060 €352,338 |
Project 2020 |
Winschoten Scheemda |
||
| Stichting Vitalis Residentiële | Scheemda | 90,981 | 446 | €4,058,524 | |||
| Woonvormen | Parc Imstenrade | 57,181 | 263 | €2,169,948 | 2006 | Heerlen |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Genderstate | 8,813 | 44 | €524,605 | 1991 | Eindhoven | ||
| Petruspark | 24,987 | 139 | €1,363,972 | 2018 | Eindhoven | ||
| Stichting Zorggroep Noorderboog | 13,555 | 140 | €845,826 | ||||
| Oeverlanden | 13,555 | 140 | €845,826 | 2017 | Meppel | ||
| Omega | 1,587 | 26 | €215,502 | ||||
| Meldestraat | 1,587 | 26 | €215,502 | 2019 | Emmeloord | ||
| Ontzorgd Wonen Groep | 18,544 | 126 | €1,386,988 | ||||
| Residentie Sibelius | 14,294 | 96 | €857,128 | 2017 | Oss | ||
| Residentie La Tour | 4,250 | 30 | €529,860 | 2020 | Roermond | ||
| Stichting Nusantara | 4,905 | 70 | €633,779 | ||||
| Rumah Saya | 4,905 | 70 | €633,779 | 2011 | Ugchelen | ||
| NNCZ | 38,440 | 340 | €2,861,530 | ||||
| Wolfsbos | 11,997 | 93 | €810,584 | 2013 | Hoogeveen | ||
| De Vecht | 8,367 | 79 | €688,607 | 2012 | Hoogeveen | ||
| De Kaap | 6,254 | 61 | €585,537 | 2017 | Hoogeveen | ||
| Krakeel | 5,861 | 57 | €505,946 | 2016 | Hoogeveen | ||
| WZC Beatrix | 5,961 | 50 | €270,857 | 1996 | Hollandscheveld | ||
| Senior Living | 42,972 | 416 | €4,507,534 | ||||
| HGH Kampen | 3,610 | 37 | €524,262 | 2017 | Kampen | ||
| HGH Leersum | 2,280 | 26 | €426,731 | 2018 | Leersum | ||
| Zorghuis Smakt | 2,111 | 30 | €210,666 | 2010 | Smakt | ||
| Zorgresidentie Mariëndaal |
8,728 | 75 | €763,266 | 2011 | Velp | ||
| Sorghuys Tilburg | 1,289 | 22 | €276,000 | 2020 | Berkel-Enschot | ||
| De Statenhof | 6,468 | 58 | €558,400 | 2017 | Leiden | ||
| Residentie Boldershof |
2,261 | 33 | €335,034 | 2020 | Amersfoort | ||
| HGH Harderwijk | 4,202 | 45 | €584,402 | 2020 | Harderwijk | ||
| Franeker | 10,750 | 70 | €646,667 | 2016 | Franeker | ||
| Villa Casimir | 1,273 | 20 | €182,107 | 2020 | Roermond | ||
| U-center | 7,416 | 59 | €590,000 | ||||
| U-center | 7,416 | 59 | €590,000 | 2015 | Epen | ||
| Cardea | 2,565 | 63 | €€317,489 | ||||
| OZC Orion | 2,565 | 63 | 317,489 | 2014 | Leiderdorp | ||
| Zorggroep Apeldoorn | 2,653 | 48 | €434,858 | ||||
| Pachterserf | 2,653 | 48 | €434,858 | Apeldoorn | |||
| Stichting Laverhof | 13,191 | 108 | €1,175,746 | ||||
| Zorgcampus Uden | 13,191 | 108 | €1,175,746 | 2019 | Uden | ||
| UNITED KINGDOM | 267,957 | 6,253 | €42,858,674 £38,531,578 |
€41.739.058 £37,525,000 |
|||
| Bondcare Group | 54,347 | 1,245 | £6,315,449 | ||||
| Alexander Court | 3,347 | 82 | £443,003 | 2002 | Dagenham | ||
| Ashurst Park | 2,145 | 47 | £470,000 | 2016 | Tunbridge Wells | ||
| Ashwood | 2,722 | 70 | £280,000 | 2017 | Hayes | ||
| Beech Court | 2,135 | 51 | £262,729 | 1999 | Romford | ||
| Beechcare | 2,739 | 65 | £700,000 | 2017 | Darenth | ||
| Brook House | 3,155 | 74 | £296,000 | 2017 | Thamesmead | ||
| Chatsworth Grange | 2,558 | 66 | £262,722 | 2017 | Sheffield | ||
| Clarendon | 2,132 | 51 | £168,074 | 2017 | Croydon | ||
| Coniston Lodge | 3,733 | 92 | £368,000 | 2003 | Feltham | ||
| Derwent Lodge | 2,612 | 62 | £248,000 | 2000 | Feltham | ||
| Green Acres | 2,352 | 62 | £255,000 | 2017 | Leeds | ||
| Meadowbrook | 3,334 | 69 | £276,000 | 2015 | Gobowen | ||
| Moorland Gardens | 3,472 | 79 | £408,000 | 2004 | Luton | ||
| Springfield | 3,153 | 80 | £194,242 | 2000 | Ilford | ||
| The Fountains | 2,510 | 62 | £246,775 | 2000 | Rainham |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| The Grange | 7,693 | 160 | £708,848 | 2005 | Southall | ||
| The Hawthorns | 4,558 | 73 | £728,057 | 2011 | Woolston | ||
| Care UK | 32,368 | 740 | £3,744,275 | ||||
| Armstrong House | 2,799 | 71 | £312,379 | 2016 | Gateshead | ||
| Cheviot Court | 2,978 | 73 | £530,617 | 2016 | South Shields | ||
| Church View | 1,653 | 42 | £133,724 | 2015 | Seaham | ||
| Collingwood Court | 2,525 | 63 | £481,407 | 2016 | North Shields | ||
| Elwick Grange | 2,493 | 60 | £296,333 | 2002 | Hartlepool | ||
| Grangewood Care Centre |
2,317 | 50 | £310,240 | 2016 | Houghton Le Spring | ||
| Hadrian House | 2,487 | 55 | £295,263 | 2016 | Blaydon | ||
| Hadrian Park | 2,892 | 73 | £241,773 | 2004 | Billingham | ||
| Ponteland Manor | 2,160 | 52 | £171,167 | 2016 | Ponteland | ||
| Stanley Park | 3,240 | 71 | £415,080 | 2015 | Stanley | ||
| The Terrace | 2,190 | 40 | £235,354 | 2016 | Richmond | ||
| Ventress Hall | 4,635 | 90 | £320,938 | 2017 | Darlington | ||
| Maria Mallaband | 50,213 | 1,142 | £8,013,768 | ||||
| Ashmead | 4,557 | 110 | £853,072 | 2004 | Putney | ||
| Belvoir Vale | 2,158 | 56 | £721,000 | 2016 | Widmerpool | ||
| Blenheim | 2,288 | 64 | £284,148 | 2015 | Ruislip | ||
| Coplands | 3,445 | 79 | £597,398 | 2016 | Wembley | ||
| Eltandia Hall | 3,531 | 83 | £439,121 | 1999 | Norbury | ||
| Glennie House | 2,279 | 52 | £125,152 | 2014 | Auchinleck | ||
| Heritage | 2,972 | 72 | £724,721 | 2015 | Tooting | ||
| Kings Court (MM) | 2,329 | 60 | £257,950 | 2016 | Swindon | ||
| Knights Court | 3,100 | 80 | £352,152 | 2017 | Edgware | ||
| Ottery | 3,513 | 62 | £685,000 | 2019 | Ottery St Mary | ||
| River View | 5,798 | 137 | £792,992 | 2001 | Reading | ||
| The Windmill | 2,332 | 53 | £215,935 | 2015 | Slough | ||
| Deepdene | 3,009 | 66 | £829,259 | 2006 | Dorking | ||
| Princess Lodge | 4,087 | 85 | £203,671 | 2006 | Swindon | ||
| Minster Grange | 4,815 | 83 | £932,195 | 2012 | York | ||
| Conniston Care | 4,702 | 102 | £501,223 | ||||
| Athorpe Lodge and The Glades |
4,702 | 102 | £501,223 | 2017 | Dinnington | ||
| Renaissance | 22,414 | 512 | £3,017,694 | ||||
| Beech Manor | 2,507 | 46 | £212,514 | 2017 | Blairgowrie | ||
| Jesmond | 2,922 | 65 | £451,415 | 2015 | Aberdeen | ||
| Kingsmills | 2,478 | 60 | £555,000 | 2010 | Inverness | ||
| Letham Park | 2,954 | 70 | £371,820 | 2017 | Edinburgh | ||
| Meadowlark | 2,005 | 57 | £169,381 | 2015 | Forres | ||
| Persley Castle | 1,550 | 40 | £226,134 | 2017 | Aberdeen | ||
| The Cowdray Club | 2,581 | 35 | £350,723 | 2016 | Aberdeen | ||
| Torry | 3,028 | 81 | £340,807 | 2016 | Aberdeen | ||
| Whitecraigs | 2,389 | 58 | £339,900 | 2001 | Glasgow | ||
| Priory Group | 3,755 | 77 | £561,077 | ||||
| Bentley Court | 3,755 | 77 | £561,077 | 2016 | Wednesfield | ||
| Harbour Healthcare | 17,287 | 440 | £1,769,856 | ||||
| Bentley Rosedale Manor |
2,896 | 78 | £392,341 | 2017 | Crewe | ||
| Cromwell Court | 2,896 | 67 | £271,016 | ||||
| Devonshire House & Lodge |
3,167 | 77 | £246,319 | ||||
| Elburton Heights | 3,076 | 69 | £255,875 | 2017 | Plymouth | ||
| Hilltop Manor | 2,809 | 80 | £320,000 | 2015 | Tunstal | ||
| Tree Tops Court | 2,442 | 69 | £284,305 | 2015 | Leek |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Burlington | 53,418 | 1,331 | £7,413,250 | ||||
| Bessingby Hall | 2,471 | 65 | £365,688 | 2014 | Bessingby | ||
| Cherry Trees2 | 3,178 | 81 | £241,186 | 2017 | Barnsley | ||
| Crystal Court | 2,879 | 60 | £555,500 | 2012 | Harrogate | ||
| Figham House | 2,131 | 63 | £517,873 | 2017 | Beverley | ||
| Foresters Lodge | 2,241 | 69 | £366,391 | 2017 | Bridlington | ||
| Grosvenor Park | 2,312 | 61 | £300,000 | 2016 | Darlington | ||
| Highfield Care Centre |
3,260 | 88 | £400,000 | 2015 | Castleford | ||
| Maple Court | 3,045 | 64 | £489,850 | 2018 | Scarborough | ||
| Maple Lodge | 1,673 | 55 | £229,865 | 2017 | Scotton | ||
| Priestley | 1,520 | 40 | £250,000 | 2016 | Birstall | ||
| Randolph House2 | 2,433 | 60 | £214,388 | 2015 | Scunthorpe | ||
| Riverside View | 2,362 | 59 | £300,000 | 2016 | Darlington | ||
| Southlands | 1,812 | 48 | £274,245 | 2015 | Driffield | ||
| The Elms2 | 1,280 | 37 | £288,395 | 1995 | Sutton | ||
| The Elms & Oakwood |
5,361 | 80 | £419,331 | 2016 | Louth | ||
| The Grange | 2,919 | 73 | £319,615 | 2015 | Darlington | ||
| The Hawthornes | 1,512 | 40 | £272,700 | 2017 | Birkenshaw | ||
| The Lawns | 2,459 | 62 | £231,051 | 2017 | Darlington | ||
| The Limes | 3,414 | 97 | £702,172 | 2017 | Driffield | ||
| The Lodge | 2,226 | 53 | £180,000 | 2016 | South Shields | ||
| The Sycamores | 1,627 | 40 | £300,000 | 2016 | Wakefield | ||
| York House | 1,302 | 36 | £195,000 | 2016 | Dewsbury | ||
| Caring Homes | 8,898 | 221 | £1,512,432 | ||||
| Brooklyn House | 1,616 | 38 | £349,020 | 2016 | Attleborough | ||
| Guysfield | 2,052 | 51 | £409,316 | 2015 | Letchworth | ||
| Hillside House and Mellish House |
3,629 | 92 | £485,434 | 2016 | Sudbury | ||
| Sanford House | 1,601 | 40 | £268,662 | 2016 | East Dereham | ||
| Lifeways | 3,880 | 67 | £1,944,314 | ||||
| Heath Farm | 2,832 | 47 | £1,227,636 | 2009 | Scopwick | ||
| Sharmers Fields House |
1,048 | 20 | £716,678 | 2010 | Leamington Spa | ||
| Majesticare | 4,669 | 126 | £1,090,840 | ||||
| Lashbrook House | 1,741 | 46 | £456,112 | 2016 | Lower Shiplake | ||
| Oak Lodge | 1,699 | 45 | £335,291 | 2018 | Chard | ||
| The Mount | 1,229 | 35 | £299,437 | 2015 | Wargrave | ||
| Halcyon Care Homes | 6,645 | 132 | £1,424,400 | ||||
| Hazel End | 3,210 | 66 | £734,400 | 2019 | Bishops Stortford | ||
| Marham House | 3,435 | 66 | £690,000 | 2020 | Bury St, Edmunds | ||
| Barchester | 1,554 | 49 | £310,000 | ||||
| Highfields (Notts) | 1,554 | 49 | £310,000 | 2016 | Edingley | ||
| Hamberley Care Homes | 3,808 | 69 | £913,000 | ||||
| Richmond Manor | 3,808 | 69 | £913,000 | 2020 | Ampthill | ||
| FINLAND | 189,161 | 2,493 | €37,417,758 | €37,472,223 | |||
| Touhula | Koy Nurmijärven | 24,077 477 |
- - |
€5,173,430 €94,208 |
2011 | Nurmijärvi | |
| Laidunalue | |||||||
| Koy Oulun Paulareitti | 1,128 | - | €240,030 | 2013 | Oulu | ||
| Koy Kuopion Sipulikatu |
564 | - | €125,251 | 2013 | Kuopio | ||
| Koy Oulun Rakkakiventie |
1,133 | - | €233,159 | 2014 | Oulu | ||
| Koy Porvoon Peippolankuja |
564 | - | €131,216 | 2014 | Porvoo |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Koy Pirkkalan Lehtimäentie |
1,185 | - | €262,988 | 2014 | Pirkkala | ||
| Koy Espoon Fallåkerinrinne |
891 | - | €196,887 | 2014 | Espoo | ||
| Koy Ylöjärven Mustarastaantie |
1,333 | - | €290,469 | 2014 | Ylöjärvi | ||
| Koy Tampereen Lentävänniemenkatu |
1,205 | - | €251,262 | 2015 | Tampere | ||
| Koy Turun Vähäheikkiläntie |
1,464 | - | €309,907 | 2015 | Turku | ||
| Koy Turun Vakiniituntie |
567 | - | €138,615 | 2015 | Turku | ||
| Koy Vantaan Koetilankatu |
890 | - | €207,304 | 2015 | Vantaa | ||
| Koy Espoon Tikasmäentie |
912 | - | €201,395 | 2015 | Espoo | ||
| Koy Kangasalan Mäntyveräjäntie |
561 | - | €133,340 | 2015 | Kangasala | ||
| Koy Ylöjärven Työväentalontie |
707 | - | €148,860 | 2015 | Ylöjärvi | ||
| Koy Porvoon Vanha Kuninkaantie |
670 | - | €149,034 | 2016 | Porvoo | ||
| Koy Espoon Meriviitantie |
769 | - | €174,132 | 2016 | Espoo | ||
| Koy Vantaan Punakiventie |
484 | - | €116,386 | 2016 | Vantaa | ||
| Koy Mikkelin Ylännetie 10 |
625 | - | €133,313 | 2016 | Mikkeli | ||
| Koy Espoon Vuoripirtintie |
472 | - | €102,912 | 2016 | Espoo | ||
| Koy Kirkkonummen Kotitontunkuja |
565 | - | €134,667 | 2017 | Kirkkonummi | ||
| Koy Varkauden Kaura-ahontie |
1,260 | - | €224,739 | 2017 | Varkaus | ||
| Koy Kotkan Loitsutie | 620 | - | €116,168 | 2017 | Kotka | ||
| Koy Tornion Torpin Rinnakkaiskatu |
635 | - | €120,834 | 2017 | Tornio | ||
| Koy Lahden Jahtikatu |
894 | - | €230,371 | 2018 | Lahti | ||
| Koy Kalajoen Hannilantie |
663 | - | €121,674 | 2018 | Kalajoki | ||
| Koy Iisalmen Petter Kumpulaisentie |
644 | - | €127,360 | 2018 | Iisalmi | ||
| As Oy Oulun Figuuri | 330 | - | €60,501 | 2018 | Oulu | ||
| As Oy Kangasalan Freesia |
252 | - | €66,100 | 2018 | Kangasala | ||
| Koy Jyväskylän Ailakinkatu |
721 | - | €€135,840 | 2019 | Jyväskylä | ||
| Koy Vantaan Vuohirinne |
896 | - | 194,508 | 2016 | Vantaa | ||
| Kunta | 18,208 | 116 | €3,612,537 | ||||
| Koy Raahen Palokunnanhovi |
410 | 0 | €78,000 | 2010 | Raahe | ||
| Koy Siilinjärven Sinisiipi |
568 | 0 | €97,619 | 2012 | Toivala | ||
| Koy Mäntyharjun Lääkärinkuja |
1,667 | 41 | €275,147 | 2017 | Mäntyharju | ||
| Koy Uudenkaupungin Merimetsopolku B (PK) |
661 | 0 | €132,468 | 2017 | Uusikaupunki | ||
| Koy Siilinjärven Risulantie |
2,286 | 30 | €535,001 | 2018 | Siilinjärvi |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Koy Ylivieskan Mikontie 1 |
847 | 15 | €205,473 | 2018 | Ylivieska | ||
| Koy Ylivieskan Ratakatu 12 |
1,294 | 30 | €274,509 | 2018 | Ylivieska | ||
| Koy Raahen Vihastenkarinkatu |
800 | 0 | €148,800 | 2018 | Raahe | ||
| Koy Siilinjärven Nilsiäntie |
1,086 | 0 | €196,560 | 2019 | Siilinjärvi | ||
| Koy Mikkelin Sahalantie |
1,730 | 0 | €424,800 | 2019 | Mikkeli | ||
| Koy Rovaniemen Santamäentie |
2,200 | 0 | €348,000 | 2020 | Rovaniemi | ||
| Koy Vaasan Uusmetsäntie |
2,519 | 0 | €€445,560 | 2020 | Vaasa | ||
| Koy Oulun Ruismetsä |
2,140 | 0 | 450,600 | 2020 | Oulu | ||
| Mehiläinen | 18,816 | 437 | €3,704,508 | ||||
| Koy Oulun Kehätie | 1,178 | 30 | €262,928 | 2014 | Oulu | ||
| Koy Porin Ojantie | 1,629 | 40 | €333,622 | 2015 | Pori | ||
| Koy Jyväskylän Väliharjuntie |
1,678 | 42 | €348,815 | 2015 | Vaajakoski | ||
| Koy Espoon Hirvisuontie |
823 | 20 | €162,641 | 2017 | Espoo | ||
| Koy Hollolan Sarkatie |
1,663 | 42 | €356,441 | 2017 | Hollola | ||
| Koy Vihdin Pengerkuja |
665 | 15 | €132,294 | 2018 | Vihti | ||
| Koy Hämeenlinnan Jukolanraitti |
1,925 | 40 | €337,349 | 2018 | Hämeenlinna | ||
| Koy Sipoon Aarretie | 964 | 21 | €177,681 | 2018 | Sipoo | ||
| Koy Äänekosken Likolahdenkatu |
771 | 15 | €131,400 | 2019 | Äänekoski | ||
| Koy Riihimäen Jyrätie |
741 | 16 | €146,868 | 2019 | Riihimäki | ||
| Koy Oulun Siilotie | 1,868 | 45 | €375,960 | 2020 | Oulu | ||
| Oulun Villa Sulka | 2,699 | 60 | €496,217 | 2016 | Oulu | ||
| Mikkelin Kastanjakuja |
963 | 20 | €169,739 | 2019 | Mikkeli | ||
| Kuopion Oiva | 619 | 17 | €138,511 | 2019 | Kuopio | ||
| Nokian Luhtatie | 630 | 14 | €134,043 | 2018 | Nokia | ||
| Siriuspäiväkodit | 564 | - | €128,058 | ||||
| Koy Limingan Kauppakaari |
564 | - | €128,058 | 2013 | Tupos | ||
| Sentica | 2,642 | - | €542,442 | ||||
| Koy Raision Tenavakatu |
622 | - | €134,899 | 2013 | Raisio | ||
| Koy Maskun Ruskontie |
1,201 | - | €250,670 | 2014 | Masku | ||
| Koy Paimion Mäkiläntie |
820 | - | €156,873 | 2018 | Paimio | ||
| Attendo | 43,543 | 1,048 | €8,320,534 | ||||
| Koy Vihdin Vanhan sepän tie |
1,498 | 40 | €316,643 | 2015 | Nummela | ||
| Koy Kouvolan Vinttikaivontie |
1,788 | 48 | €377,729 | 2015 | Kouvola | ||
| Koy Lahden Vallesmanninkatu A |
1,199 | 30 | €246,426 | 2015 | Lahti | ||
| Koy Orimattilan Suppulanpolku |
1,498 | 40 | €333,352 | 2016 | Orimattila |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Koy Espoon Vuoripirtintie (Hoivakoti 2.kerroksessa) |
1,480 | 35 | €296,573 | 2016 | Espoo | ||
| Koy Kajaanin Erätie | 1,920 | 52 | €340,093 | 2017 | Kajaani | ||
| Koy Heinolan Lähteentie |
1,665 | 41 | €319,310 | 2017 | Heinola | ||
| Koy Uudenkaupungin Puusepänkatu |
1,209 | 30 | €245,745 | 2017 | Uusikaupunki | ||
| Koy Porvoon Fredrika Runebergin katu |
973 | 29 | €252,486 | 2017 | Porvoo | ||
| Koy Pihtiputaan Nurmelanpolku |
1,423 | 24 | €246,844 | 2017 | Pihtipudas | ||
| Koy Nokian Näsiäkatu |
1,665 | 41 | €329,100 | 2017 | Nokia | ||
| Koy Oulun Ukkoherrantie B |
878 | 20 | €190,942 | 2017 | Oulu | ||
| Koy Keravan Männiköntie |
862 | 27 | €239,553 | 2017 | Kerava | ||
| Koy Lohjan Ansatie | 1,593 | 40 | €328,087 | 2017 | Lohja | ||
| Koy Uudenkaupungin Merimetsopolku C (HKO) |
655 | 15 | €137,751 | 2017 | Uusikaupunki | ||
| Koy Nurmijärven Ratakuja |
856 | 20 | €178,745 | 2017 | Nurmijärvi | ||
| Koy Rovaniemen Matkavaarantie |
977 | 21 | €175,298 | 2018 | Rovaniemi | ||
| Koy Mikkelin Ylännetie 8 |
982 | 22 | €179,658 | 2018 | Mikkeli | ||
| Koy Vaasan Vanhan Vaasankatu |
1,195 | 25 | €208,530 | 2018 | Vaasa | ||
| Koy Oulun Sarvisuontie |
1,190 | 27 | €213,015 | 2019 | Oulu | ||
| Koy Vihdin Hiidenrannantie |
1,037 | 23 | €211,668 | 2019 | Nummela | ||
| Koy Kokkolan Ankkurikuja |
1,241 | 31 | €218,800 | 2019 | Kokkola | ||
| Koy Kuopion Portti A2 |
2,706 | 65 | €567,442 | 2019 | Kuopio | ||
| Koy Pieksämäen Ruustinnantie |
792 | 20 | €144,000 | 2020 | Pieksämäki | ||
| Koy Kouvolan Ruskeasuonkatu |
3,019 | 60 | €477,360 | 2020 | Kouvola | ||
| Kotka Metsäkulmankatu |
1,521 | 40 | €301,725 | 2010 | Kotka | ||
| Vasaa Tehokatu | 3,068 | 78 | €454,656 | 2010 | Vaasa | ||
| Oulu Isopurjeentie | 3,824 | 86 | €665,820 | 2010 | Oulu | ||
| Teuva Tuokkolantie | 834 | 18 | €123,184 | 2010 | Teuva | ||
| Esperi | 3,112 | 79 | €749,348 | ||||
| Koy Loviisan Mannerheiminkatu |
1,133 | 29 | €298,417 | 2015 | Loviisa | ||
| Koy Kajaanin Menninkäisentie |
1,178 | 30 | €279,794 | 2016 | Kajaani | ||
| Koy Iisalmen Kangaslammintie |
802 | 20 | €171,137 | 2018 | Iisalmi | ||
| Musiikkikoulu Rauhala | 1,609 | - | €329,013 | ||||
| Koy Laukaan Hytösenkuja |
730 | - | €164,199 | 2015 | Laukaa | ||
| Koy Laukaan Saratie | 879 | - | €164,814 | 2018 | Laukaa |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated Year of rental value construc (ERV)1 tion/reno vation |
Location | |
|---|---|---|---|---|---|---|
| Pilke | 18,442 | - | €3,713,878 | |||
| Koy Mäntsälän Liedontie |
645 | - | €147,300 | 2013 | Mäntsälä | |
| Koy Lahden Vallesmanninkatu |
561 | - | €124,808 | 2015 | Lahti | |
| Koy Kouvolan Kaartokuja |
566 | - | €127,754 | 2016 | Kouvola | |
| Koy Nokian Vikkulankatu |
993 | - | €167,442 | 2016 | Nokia | |
| Koy Vantaan Tuovintie |
584 | - | €136,544 | 2016 | Vantaa | |
| Koy Porin Palokärjentie |
986 | - | €171,732 | 2016 | Pori | |
| Koy Rovaniemen Ritarinne |
1,186 | - | €270,548 | 2016 | Rovaniemi | |
| Koy Vantaan Mesikukantie |
1,490 | - | €300,923 | 2016 | Vantaa | |
| Koy Varkauden Savontie |
657 | - | €123,741 | 2017 | Varkaus | |
| Koy Pirkkalan Perensaarentie |
1,313 | - | €273,528 | 2017 | Pirkkala | |
| Koy Jyväskylän Mannisenmäentie |
916 | - | €158,448 | 2017 | Jyväskylä | |
| Koy Kaarinan Nurminiitynkatu |
825 | - | €164,735 | 2017 | Kaarina | |
| Koy Porin Koekatu | 915 | - | €173,649 | 2018 | Pori | |
| Koy Kajaanin Valonkatu |
635 | - | €138,803 | 2018 | Kajaani | |
| Koy Mikkelin Väänäsenpolku |
648 | - | €124,511 | 2018 | Mikkeli | |
| Koy Sotkamon Kirkkotie |
547 | - | €138,698 | 2018 | Sotkamo | |
| Koy Oulun Soittajanlenkki |
1,091 | - | €213,145 | 2018 | Oulu | |
| Koy Rovaniemen Mäkirannantie |
530 | - | €78,477 | 1989 | Rovaniemi | |
| Koy Joutsenon Päiväkoti |
658 | - | €118,980 | 2019 | Lappeenranta | |
| Koy Oulun Soittajanlenkki, expansion |
654 | - | €131,400 | 2019 | Oulu | |
| As Oy Lahden Vuorenkilpi |
703 | - | €158,592 | 2019 | Lahti | |
| Koy Rovaniemen Gardininkuja |
653 | - | €135,240 | 2020 | Rovaniemi | |
| Koy Kontiolahden Päiväperhosenkatu |
690 | - | €134,880 | 2020 | Lehmo | |
| Norlandia | 14,693 | 46 | €2,885,702 | |||
| Koy Sipoon Satotalmantie |
497 | - | €100,868 | 2016 | Sipoo | |
| Koy Jyväskylän Haperontie |
700 | - | €131,754 | 2016 | Jyväskylä | |
| Koy Espoon Oppilaantie |
1,045 | - | €191,592 | 2017 | Espoo | |
| Koy Kuopion Rantaraitti |
822 | - | €157,181 | 2017 | Kuopio | |
| Koy Ruskon Päällistönmäentie |
697 | - | €145,529 | 2017 | Rusko | |
| Koy Kouvolan Pappilantie |
567 | - | €110,837 | 2017 | Myllykoski | |
| Koy Uudenkaupungin Merilinnuntie |
702 | - | €140,880 | 2018 | Uusikaupunki |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Koy Lahden Piisamikatu |
697 | - | €140,487 | 2018 | Lahti | ||
| Koy Turun Lukkosepänkatu |
882 | - | €183,440 | 2018 | Turku | ||
| Koy Sipoon Aarrepuistonkuja |
668 | - | €141,221 | 2018 | Sipoo | ||
| Koy Sastamalan Tyrväänkyläntie |
706 | - | €124,081 | 2018 | Sastamala | ||
| Koy Keuruun Tehtaantie |
538 | - | €107,452 | 2018 | Keuruu | ||
| Koy Mynämäen Opintie |
697 | - | €140,112 | 2019 | Mynämäki | ||
| Koy Ruskon Päällistönmäentie (2) |
505 | - | €100,200 | 2019 | Rusko | ||
| Koy Siilinjärvi Honkarannantie |
921 | - | €183,600 | 2019 | Siilinjärvi | ||
| Koy Haminan Lepikönranta |
575 | - | €129,792 | 2019 | Hamina | ||
| Koy Jyväskylän Vävypojanpolku |
769 | - | €154,476 | 2019 | Jyväskylä | ||
| Koy Tuusulan Isokarhunkierto |
2,709 | 46 | €502,200 | 2020 | Tuusula | ||
| Folkhälsan | 783 | - | €€146,238 | ||||
| Koy Turun Teollisuuskatu |
783 | - | 146,238 | 2017 | Turku | ||
| K-P Hoitopalvelu | 911 | 25 | €216,582 | ||||
| Koy Kokkolan Vanha Ouluntie |
911 | 25 | €216,582 | 2017 | Kokkola | ||
| Priimi | 841 | - | €148,934 | ||||
| Koy Kuopion Amerikanraitti |
841 | - | €148,934 | 2017 | Kuopio | ||
| Tuike | 677 | - | €135,560 | ||||
| Koy Iisalmen Eteläinen Puistoraitti |
677 | - | €135,560 | 2018 | Iisalmi | ||
| Vetrea | 6,540 | 138 | €1,166,383 | ||||
| Koy Lappeenrannan Orioninkatu |
935 | 22 | €183,073 | 2018 | Lappeenranta | ||
| Koy Porvoon Haarapääskyntie |
886 | 17 | €135,540 | 2019 | Porvoo | ||
| Koy Kangasalan Rekiäläntie |
1,240 | 28 | €246,954 | 2019 | Kangasala | ||
| Koy Iisalmen Satamakatu |
2,630 | 53 | €€460,416 | 2020 | Iisalmi | ||
| Koy Jyväskylän Sulkulantie |
850 | 18 | 140,400 | 2017 | Jyväskylä | ||
| CTM | 1,457 | 27 | €267,604 | ||||
| Koy Janakkalan Kekanahontie |
1,457 | 27 | €267,604 | 2019 | Janakkala | ||
| Ikifit | 506 | 14 | €198,000 | ||||
| Koy Kangasalan Hilmanhovi, initial building |
506 | 14 | €198,000 | 2009 | Kangasala | ||
| KVPS | 1,616 | 30 | €289,515 | ||||
| Koy Jyväskylän Palstatie |
825 | 15 | €141,363 | 2019 | Jyväskylä | ||
| Koy Lahden keva makarantie |
791 | 15 | €148,152 | 2020 | Lahti | ||
| Rebekan Hoitokoti | 1,222 | 30 | €245,520 | ||||
| Koy Iisalmen Vemmelkuja |
1,222 | 30 | €245,520 | 2019 | Iisalmi |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Paltan Palveluasunnot | 1,507 | 24 | €268,560 | ||||
| Koy Turun Paltankatu (hoivakoti) |
1,507 | 24 | €268,560 | 2019 | Turku | ||
| Pikkutassu | 646 | - | €132,900 | ||||
| Koy Kajaanin Hoikankatu |
646 | - | €132,900 | 2019 | Kajaani | ||
| Murunen | 430 | - | €93,990 | ||||
| Koy Ylivieskan Alpuumintie |
430 | - | €93,990 | 2019 | Ylivieska | ||
| Vantaan Turvakoti | 844 | 14 | €186,552 | ||||
| Koy Vantaan Koivukylän Puistotie |
844 | 14 | €186,552 | 2019 | Vantaa | ||
| Kristillinen koulu | 1,784 | - | €300,600 | ||||
| Koy Järvenpään Yliopettajankatu |
1,784 | - | €300,600 | 2020 | Järvenpää | ||
| Hoivahotellit | 1,521 | 32 | €237,732 | ||||
| Koy Ulvilan Kulmalantie |
1,521 | 32 | €237,732 | 2020 | Ulvila | ||
| Peikkomestä | 659 | - | €€142,380 | ||||
| Koy Lahden Kurenniityntie |
659 | - | 142,380 | 2020 | Villahde | ||
| Aspa | 1,659 | 55 | €305,115 | ||||
| Loimaan Villa Inno | 1,093 | 23 | €193,510 | 2019 | Loimaa | ||
| Kouvolan Oiva | 566 | 32 | €111,605 | 2019 | Kouvola | ||
| Jaarlin Päiväkodit | 565 | - | €130,174 | ||||
| Koy Hämeenlinnan Vanha Alikartanontie |
565 | - | €130,174 | 2015 | Hämeenlinna | ||
| Lapin Turkoosi Oy | 960 | - | €166,800 | ||||
| Koy Rovaniemen Muonakuja |
960 | - | €166,800 | 2020 | Rovaniemi | ||
| Förkkeli | 1,096 | 16 | €200,456 | ||||
| Oulun Maininki | 1,096 | 16 | €200,456 | 2017 | Oulu | ||
| Hovi Group Oy | Nokia | 1,978 1,978 |
32 32 |
€336,600 €336,600 |
2012 | Nokia | |
| Hoivakymppi Oy | Kivimiehenkatu | 832 | 17 | €262,931 | |||
| Jyväskylä Martikaisentie |
832 | 17 | €262,931 | 2014 | Jyväskylä | ||
| Kaskinen Municipality | 599 | 13 | €85,014 | ||||
| Kaskinen Bladintie | 599 | 13 | €85,014 | 2009 | Kaskinen | ||
| Meerdere huurders | 4,154 | 108 | €1,092,030 | ||||
| Vantaa Asolantie | 4,154 | 108 | €1,092,030 | 2012 | Vantaa | ||
| Saga Care Finland Oy | 5,217 | 115 | €1,151,855 | ||||
| Seinäjoki Kutojankatu |
5,217 | 115 | €1,151,855 | 2018 | Seinäjoki | ||
| Vacant | 4,455 | 77 | €350,280 | ||||
| Koy Euran Käräjämäentie |
2,400 | 42 | €110,280 | 2018 | Eura | ||
| Koy Laihian Jarrumiehentie |
630 | 0 | €30,000 | 2019 | Laihia | ||
| Vaasa Mäkikaivontie | 1,425 | 35 | €210,000 | 2010 | Vaasa | ||
| SWEDEN | 4,731 | 12 | €1,135,346 SEK11,392,404 |
SEK11,352,404 | |||
| Team Olivia | 494 | 6 | SEK1,350,000 | ||||
| Gråmunkehöga LSS Boende AB |
494 | 6 | SEK1,350,000 | 2020 | Uppsala | ||
| Alternatus | 494 | 6 | SEK1,350,000 | ||||
| Heby LSS Boende AB | 494 | 6 | SEK1,350,000 | 2020 | Heby |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| British mini | 1,499 | - | SEK3,436,404 | ||||
| Eskilstuna Mesta AB | 1,499 | - | SEK3,436,404 | 2020 | Eskilstuna | ||
| Kunskapsförskolan | 2,244 | - | SEK5,256,000 | ||||
| Älmhult Kunskapsgatan AB |
1,086 | - | SEK2,513,700 | 2020 | Älmhult | ||
| Norrtälje Östhamra Förskola AB |
1,158 | - | SEK2,742,300 | 2020 | Norrtälje | ||
| Investment properties in Aedifica |
joint venture - 50% share held by | 644 | 11 | €96,500 | €97,500 | ||
| Investment properties in joint venture | 1,288 | 21 | €193,000 | ||||
| NETHERLANDS | 1,288 | 21 | €193,000 | €195,000 | |||
| Senior Living | 1,288 | 21 | €193,000 | ||||
| Zorghuis Hengelo | 1,288 | 21 | €193,000 | 2017 | Hengelo | ||
| Projects under development² | 160,017 | 1,816 | €1,953,481 | ||||
| GERMANY | 106,057 | 1,407 | €949,805 | ||||
| Argentum | 5,292 | 91 | €120,000 | ||||
| Haus Wellengrund | 5,292 | 91 | €120,000 | Project | Stemwede-Levern | ||
| Residenz Management | 7,650 | 80 | €52,728 | ||||
| Quartier am Rathausmarkt |
7,650 | 80 | €52,728 | Project | Bremervörde | ||
| EMVIA | 75,878 | 952 | €638,581 | ||||
| Seniorenquartier Wolfsburg |
17,742 | 141 | €156,600 | Project | Wolfsburg | ||
| Seniorenquartier Heiligenhafen |
7,391 | 104 | €59,130 | Project | Heiligenhafen | ||
| Seniorenquartier Espelkamp |
9,458 | 113 | €71,411 | Project | Espelkamp | ||
| Seniorenquartier Bremen |
7,057 | 75 | €48,690 | Project | Bremen | ||
| Seniorenquartier Weyhe |
7,373 | 109 | €97,380 | Project | Weyhe | ||
| Seniorenquartier Langwedel |
8,250 | 113 | €72,881 | Project | Langwedel | ||
| Seniorenquartier Sehnde |
6,012 | 90 | €45,117 | Project | Sehnde | ||
| Seniorenquartier Cuxhaven |
7,360 | 120 | €56,805 | Project | Cuxhaven | ||
| Seniorenquartier Schwerin |
5,235 | 87 | €30,567 | Project | Schwerin | ||
| Specht Gruppe | 17,237 | 284 | €138,496 | ||||
| Seniorenquartier Gera | 6,673 | 123 | €19,476 | Project | Gera | ||
| Seniorenquartier Gummersbach |
10,564 | 161 | €119,020 | Project | Gummersbach | ||
| NETHERLANDS | 53,960 | 409 | €1,003,676 | ||||
| Martha Flora | 25,262 | 84 | €200,365 | ||||
| Martha Flora Dordrecht |
2,405 | 28 | €79,482 | Project | Dordecht | ||
| Martha Flora Goes | 2,452 | 28 | €54,694 | Project | Hulsberg | ||
| Martha Flora Hulsberg |
20,405 | 28 | €66,189 | Project | Goes | ||
| Stepping Stones Home & Care | 4,123 | 56 | €219,750 | ||||
| Villa Nuova | 2,200 | 30 | €114,750 | Project | Vorden | ||
| Natatorium | 1,923 | 26 | €105,000 | Project | Velp |
| Name | Total surface (m2) |
Number of resi dential units |
Contractual rents 1 |
Estimated rental value (ERV)1 |
Year of construc tion/reno vation |
Location | |
|---|---|---|---|---|---|---|---|
| Stichting Rendant | 13,142 | 126 | €52,715 | ||||
| Nieuw Heerenhage | 13,142 | 126 | €52,715 | Project | Heerenveen | ||
| SVE | 4,981 | 52 | €211,470 | ||||
| Hilversum SVE | 4,981 | 52 | €211,470 | Project | Hilversum | ||
| Senior Living | 2,175 | 27 | €71,875 | ||||
| Vinea Domini | 2,175 | 27 | €71,875 | Project | Witmarsum | ||
| Lang Leve Thuis | 2,352 | 38 | €157,500 | ||||
| LLT Almere Buiten | 2,352 | 38 | €157,500 | Project | Almere | ||
| Valuas Zorggroep | 1,925 | 26 | €90,000 | ||||
| Valuas Zwolle | 1,925 | 26 | €90,000 | Project | Zwolle | ||
| Projects under development2 50% share held by Aedifica |
- | 4,543 | 59 | €165,976 | |||
| Projects under development2 in joint venture |
9,085 | 117 | €331,951 | ||||
| NETHERLANDS | 9,085 | 117 | €331,951 | ||||
| Senior Living BV | 9,085 | 117 | €331,951 | ||||
| HGH Lelystad | 4,301 | 45 | €129,375 | Project | Lelystad | ||
| HGH Soest | 2,634 | 36 | €96,576 | Project | Soest | ||
| HGH Woudenberg | 2,150 | 36 | €106,000 | Project | Woudenberg | ||
| PROPERTIES | TOTAL MARKETABLE INVESTMENT | 1,750,765 | 27,651 | €208,814,441 | €205,987,508 |
BELOW OULUN SIILOTIE – CARE HOME IN OULU (FI)

| Projects and renovations (in € million)1 | Operator | Investment | Investment as of 31/12/2020 |
Future investment |
|---|---|---|---|---|
| Projects in progress | 473 | 126 | 346 | |
| COMPLETION 2021 | 290 | 118 | 171 | |
| BE | 13 | 8 | 4 | |
| De Duinpieper | Dorian groep | 3 | 2 | 0 |
| Kasteelhof | Senior Living Group | 3 | 3 | 0 |
| Sorgvliet | Senior Living Group | 5 | 3 | 3 |
| Plantijn IV | Armonea | 2 | 0 | 1 |
| DE | 120 | 50 | 69 | |
| Am Stadtpark | Vitanas | 5 | 0 | 5 |
| Am Tierpark | Vitanas | 1 | 0 | 0 |
| Bavaria Senioren- und Pflegeheim | Auriscare | 1 | 0 | 1 |
| Seniorenheim Haus Wellengrund2 | Argentum | 8 | 3 | 4 |
| Seniorenquartier Bremen3 | EMVIA | 15 | 8 | 7 |
| Seniorenquartier Weyhe3 | EMVIA | 15 | 4 | 11 |
| Am Parnassturm | Vitanas | 3 | 0 | 3 |
| Seniorenquartier Heiligenhafen3 | EMVIA | 13 | 8 | 5 |
| Seniorenquartier Espelkamp3 | EMVIA | 15 | 10 | 5 |
| Seniorenquartier Wolfsburg3 | EMVIA | 28 | 13 | 15 |
| Seniorenquartier Cuxhaven3 | EMVIA | 16 | 3 | 13 |
| NL | 42 | 15 | 27 | |
| Natatorium | Stepping Stones Home & Care | 3 | 0 | 3 |
| Nieuw Heerenhage2 | Stichting Rendant | 20 | 8 | 12 |
| Residentie Boldershof | Senior Living | 1 | 0 | 1 |
| Villa Nuova2 | Stepping Stones Home & Care | 5 | 3 | 1 |
| Vinea Domini2 | Senior Living | 3 | 1 | 2 |
| Martha Flora Dordrecht | Martha Flora | 5 | 1 | 4 |
| Martha Flora Hulsberg | Martha Flora | 5 | 0 | 5 |
| UK | 2 | 1 | 1 | |
| Burlington projects | Burlington | 2 | 1 | 1 |
| FI | 108 | 42 | 66 | |
| Finland – pipeline 'children day-care centres' | Multiple tenants | 18 | 6 | 12 |
| Finland – pipeline 'elderly care homes' | Multiple tenants | 44 | 15 | 28 |
| Finland – pipeline 'other' | Multiple tenants | 47 | 21 | 26 |
| SE | 5 | 2 | 4 | |
| Sweden – pipeline 'other' | Multiple tenants | 5 | 2 | 4 |
| COMPLETION 2022 | 151 | 6 | 145 | |
| BE | 6 | 1 | 5 | |
| Residentie 't Spelthof | Vulpia | 6 | 1 | 5 |
| DE | 98 | 5 | 94 | |
| Am Schäfersee | Vitanas | 10 | 0 | 9 |
| Quartier am Rathausmarkt | Residenz Management | 16 | 1 | 15 |
| Rosengarten | Vitanas | 8 | 1 | 7 |
| Seniorenquartier Langwedel3 | EMVIA | 16 | 1 | 15 |
| Seniorenquartier Sehnde3 | EMVIA | 12 | 0 | 12 |
| Wohnstift am Weinberg | Cosiq | 10 | 2 | 8 |
Amounts in £ and SEK were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€ and 10.0343 SEK/€).
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.
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.
| Projects and renovations (in € million)1 | Operator | Investment | Investment as of |
Future investment |
|---|---|---|---|---|
| 31/12/2020 | ||||
| Seniorenquartier Gera3 | Specht Gruppe | 16 | 0 | 16 |
| Seniorenquartier Schwerin3 | EMVIA | 11 | 0 | 11 |
| NL | 33 | 0 | 33 | |
| Hilversum SVE | Hilverzorg | 9 | 0 | 9 |
| HGH Lelystad5 | Senior Living | 4 | 0 | 4 |
| LLT Almere Buiten | Lang Leve Thuis | 7 | 0 | 7 |
| Martha Flora Goes | Martha Flora | 5 | 0 | 5 |
| Valuas Zwolle | Valuas | 5 | 0 | 5 |
| Het Gouden Hart Woudenberg5 | Senior Living | 4 | 0 | 4 |
| UK | 7 | 0 | 7 | |
| Burlington projects | Burlington | 1 | 0 | 1 |
| Blenheim MMCG | Maria Mallaband Care Group | 6 | 0 | 6 |
| FI | 7 | 0 | 7 | |
| Finland – pipeline 'elderly care homes' | Multiple tenants | 3 | 0 | 3 |
| Finland – pipeline 'other' | Multiple tenants | 4 | 0 | 4 |
| COMPLETION 2023 | 32 | 2 | 29 | |
| DE | 22 | 2 | 21 | |
| Am Marktplatz | Vitanas | 2 | 0 | 2 |
| Seniorenquartier Gummersbach3 | Specht Gruppe | 20 | 2 | 19 |
| NL | 9 | 1 | 8 | |
| Residentie Sibelius | Ontzorgd Wonen Groep | 9 | 1 | 8 |
| Projects/forward purchases subject to outstanding conditions |
274 | 0 | 274 | |
| COMPLETION 2021 | 39 | 0 | 39 | |
| DE | 9 | 0 | 9 | |
| SARA Seniorenresidenz Haus III | SARA | 9 | 0 | 9 |
| UK | 30 | 0 | 30 | |
| Hailsham | Hamberley Care | 16 | 0 | 16 |
| Priesty Fields | Handsale | 14 | 0 | 14 |
| COMPLETION 2022 | 94 | 0 | 94 | |
| DE | 76 | 0 | 76 | |
| Specht Gruppe pipeline 2 (2022)4 | Specht Gruppe | 76 | 0 | 76 |
| NL | 3 | 0 | 3 | |
| Het Gouden Hart Soest5 | Senior Living | 3 | 0 | 3 |
| UK | 14 | 0 | 14 | |
| MMCG Chard | Maria Mallaband Care Group | 14 | 0 | 14 |
| COMPLETION 2023 | 12 | 0 | 12 | |
| UK | 12 | 0 | 12 | |
| Guysfield | Caring Homes | 12 | 0 | 12 |
| COMPLETION 2024 | 130 | 0 | 130 | |
| DE | 130 | 0 | 130 | |
| Specht Gruppe pipeline 2 (2024)4 | Specht Gruppe | 130 | 0 | 130 |
| Acquisitions subject to outstanding conditions |
7 | 0 | 7 | |
| COMPLETION 2021 | 7 | 0 | 7 | |
| DE | 7 | 0 | 7 | |
| Seniorenhaus Lessingstrasse | Seniorenhaus Lessingstrasse | 7 | 0 | 7 |
| Land reserve | 2 | 2 | 0 | |
| BE | 2 | 2 | 0 | |
| Plot of land Bois de la Pierre | - | 2 | 2 | 0 |
| TOTAL PIPELINE | 756 | 128 | 627 | |
| Changes in fair value | - | 7 | - | |
| Roundings | - | -1 | - | |
| On balance sheet | 135 | |||
€51 million need to be added to the total investment budget given the announcement of five development projects in Finland, the Netherlands and the United Kingdom and the acquisition subject to outstanding conditions of four care homes in Ireland, after 31 December 2020 (see section 1.2 of the Management Report). Of the total investment budget, €36 million has already been carried out after 31 December 2020 (see section 1.2 of the Management Report).
BELOW VILLA WALGAERDE – CARE RESIDENCE IN HILVERSUM (NL)

We are pleased to send you our estimate of the fair value of investment properties held by the Aedifica group as of 31 December 2020.
Aedifica assigned to each of the nine valuation experts the task of determining the fair value (from which the investment value is derived) 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 nine assessments, the consolidated fair value of the portfolio amounted to €3,761,895,306 as of 31 December 2020 including 100% of the fair value of the assets held by the partners of the partnership AK JV NL or €3,756,085,306 after deduction of the 50% share in the partnership AK JV NL held by the other partner company. The marketable investment properties held by the Aedifica group amounted to €3,621,522,527 (excluding 50% of the value of the assets held by the other partner company in AK JV NL). Contractual rents amounted to €208,814,441 which corresponds to an initial rental yield of 5.77% compared to the fair value of marketable investment properties. The current occupancy rate amounts to 99.81%. Assuming that the marketable investment properties are 100% rented and that the current vacancy is let at market rent, contractual rent would amount to €209,220,802, i.e. an initial yield of 5.78% compared to the fair value of the marketable investment properties.
The abovementioned 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 31/12/2020 (1.1123 €/£ and 10.0343 SEK/€; rates of the last business day of the past fiscal year) into account.
As of 31 December 2020:
the consolidated fair value of the assets located in Germany amounted to €689,357,000; including €634,220,125 for marketable investment properties. Contractual rents amounted to €35,909,321
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').
1. The expert report was reproduced with the agreement of Cushman & Wakefield Belgium SA, Deloitte Consulting & Advisory SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Limited, Jones Lang LaSalle Finland Oy and JLL Valuation AB. The sum of all elements of the portfolio individually assessed by the above-mentioned 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').
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.
which corresponds to an initial yield of 5.66% to the fair value of the marketable investment properties;
In the context of a reporting in compliance with the International Financial Reporting Standards, our evaluations reflect the fair value. The fair value is defined by IAS 40 and IFRS 13 as 'the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date'. The IVSC considers that the definition of fair value under IAS 40 and IFRS 13 is generally consistent with market value.
BELOW VAASAN UUSMETSÄNTIE - IN VAASA (FI)

| Valuation expert | Fair value of valued assets of portfolio as of 31 December 2020 |
Investment value (before deduction of transfer costs2) |
|
|---|---|---|---|
| Cushman & Wakefield Belgium NV/SA | Christophe Ackermans (BVBA) |
€604,344,500 | €619,853,500 |
| Deloitte Consulting & Advisory CVBA/SCRL | Frédéric Sohet & Patricia Lanoije |
€557,693,547 | €571,635,886 |
| CBRE GmbH | Sandro Höselbarth & Tim Schulte |
€434,780,000 | €465,359,029 |
| Jones Lang LaSalle SE | Peter Tölzel | €254,577,000 | €274,190,000 |
| Cushman & Wakefield VOF | Jacques Boeve & Niek Drent |
€435,250,0003 | €455,200,0003 |
| Savills Consultancy BV | Martijn Belowstal & Jorn Damhuis |
€101,390,0003 | €107,290,0003 |
| Cushman & Wakefield Debenham Tie Leung Ltd | Tom Robinson & Martin Robb |
£570,471,000 (€634,534,8934 ) |
£608,243,279 (€676,548,9964 ) |
| Jones Lang LaSalle Finland Oy | Tero Lehtonen & Mikko Kuusela |
€717,420,500 | €735,356,013 |
| JLL Valuation AB | Patrik Lofvenberg | 219,800,000 SEK (21,904,866 €5 ) |
223,147,208 SEK (22,238,443 €5 ) |
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 and Sweden are not concerned by this footnote. In the assessment of their investment value, the usual German, Dutch, Finnish and Swedish transfer costs and professional fees are taken into account. In the assessment of the investment value of assets located in the UK, the usual UK transfer costs are taken into account; the investment value corresponds to the gross value before deduction of SDLT (Stamp Duty Transfer Tax) and professional fees.
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 1.1123€/£ as per 31/12/2020; rate of the last business day of the quarter.
5. Based on the exchange rate of 10.0343SEK/€ as per 31/12/2020; rate of the last business day of the quarter.

Aedifica offers investors an alternative to direct real estate investments, combining all the benefits of optimal real estate income with a limited risk profile. Aedifica has an investment strategy that can offer its shareholders attractive returns, a recurring dividend and opportunities for growth and capital appreciation at the same time.
€3.3 bn 2nd listing 4.7% market capitalisation as of 31 December 2020 on Euronext Amsterdam gross dividend yield as of 31 December 2020 inclusion in the Euronext Brussels reference index
The market's confidence in Aedifica's investment strategy was confirmed in March 2020 by the inclusion of the Aedifica share in the BEL 20, the leading share index of the 20 most important shares on Euronext Brussels. 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 ensures a greater visibility, but also increases the liquidity of the share on the stock exchange.
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. 2.3% (31 December 2020). In addition, the Aedifica share is also included in the EPRA-, GPR 250, GPR 250 REIT and Stoxx Europe 600 indices.
Aedifica's share price fluctuated between €66.80 and €136.40 over the course of the financial year 2019/2020 and closed the financial year at €98.30, an increase of ca. 17% compared with 30 June 2019 (€83.90).
Based on the stock price on 31 December 2020, Aedifica share shows a premium of:
VALUE CREATION (IN € MILLION) 4,000 3,000 2,000 1,000 0 IPO market capitalisation 23 Oct. 2006 SPOs Other capital increases Value creation Cumulated dividends since IPO Market capitalisation 30 June 2019

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 hereunder 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 2020, Aedifica's stock price increased by 170.2%, as compared to a decrease of 13.5% for the BEL 20 index and a decrease of 19.1% for the EPRA Europe index over the same period.
The liquidity of Aedifica shares also increased during the financial year. The average daily volume was approx. €5,215,000 or approx. 52,000 shares, which increased the velocity to 74.9%. Aedifica continues its efforts to further broaden its investor base by regularly taking part in roadshows and events for both institutional and private investors.

PREMIUM AND DISCOUNT OF SHARE

| Number of shares | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Number of shares outstanding1 | 33,086,572 | 33,086,572 | 24,601,158 | 24,601,158 |
| Total number of shares | 33,086,572 | 33,086,572 | 24,601,158 | 24,601,158 |
| Total number of shares on the stock market3 | 33,086,572 | 33,086,572 | 24,601,158 | 24,601,158 |
| Weighted average number of shares outstanding (IAS 33) |
26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| Number of dividend rights2 | 26,628,340 | 19,365,386 |
| Aedifica share | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Share price at closing (in €) | 98.30 | 83.90 |
| Net asset value per share excl. changes in fair value of hedging instruments* (in €) |
67.17 | 57.96 |
| Premium (+) / Discount (-) excl. changes in fair value of hedging instruments* | 46.3% | 44.8% |
| Net asset value per share (in €) | 65.59 | 55.90 |
| Premium (+) / Discount (-) | 49.9% | 50.1% |
| Market capitalisation | 3,252,410,028 | 2,064,037,156 |
| Free float4 | 100.0% | 100.0% |
| Total number of shares listed | 33,086,572 | 24,601,158 |
| Denominator for the calculation of the net asset value per share | 33,086,572 | 24,601,158 |
| Average daily volume | 52,062 | 24,982 |
| Velocity5 | 74.9% | 32.5% |
| Gross dividend per share (in €)6 | 4.60 | 2.80 |
| Dividend gross yield7 | 4.7% | 3.3% |
Stefaan Gielens, CEO
After deduction of the treasury shares.
Based on the rights to the dividend for the shares issued during the year.
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 below.
Total volume of share exchanged annualised divided by the total number of shares listed on the market, according to the definition of Euronext.
2019/2020: proposed dividend to the Annual General Meeting.
Gross dividend per share divided by the closing share price.
3. 2,460,115 new shares were listed on the stock market on 28 April 2020 and 413,816 new shares on 9 July 2020 (these new shares are entitled to a dividend as from 28 April 2020). 5,499,373 new shares were listed on the stock market on 27 October 2020 and 90,330 new shares on 17 December 2020 (these new shares are entitled to a dividend as from 27 October 2020).
For all 18 months of the extended financial year 2019/2020, Aedifica's board of directors proposes a gross dividend of €4.60 per share. As the financial year was extended by 6 months, the payment of the dividend was also be postponed by 6 months until May 2021. In anticipation of the (final) dividend, Aedifica's board of directors has decided to pay an interim dividend on 7 October 2020.
The interim dividend amounts to €3.00 (+7% compared to the 2018/2019 dividend) and has been distributed over coupons No. 23 (detached on 23 April 2020) and No. 24 (detached on 5 October 2020). It covers the period from 1 July 2019 to 30 June 2020 and was paid on 7 October 2020.
The (final) dividend amounts to €1.60 and covers the period from 1 July 2020 to 31 December 2020. It will be distributed on coupons No. 26 (detached on 15 October 2020) and No. 27 (which will be detached in May 2021). The (final) dividend will be paid in May 2021, after approval of the financial statements by the ordinary general meeting of 11 May 2021. Each Aedifica share purchased as from 15 October 2020 will only have coupon No. 27 attached and will therefore only give right to the pro rata temporis final dividend of €0.57 gross per share.
As a RREC investing more than 60 % of its portfolio in European healthcare property, the withholding tax on dividend for Aedifica's investors amounts to 15 % only. The total net dividend per share after deduction of the withholding tax of 15 % will amount to €3.91 (€2.108 for coupon No. 23, €0.442 for coupon No. 24, €0.8755 for coupon No. 26 and €0.4845 for coupon No. 27).

The table below lists Aedifica's shareholders holding more than 5% of the voting rights. (as of 31 December 2020, 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 vo ting 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% |
| Annual General Meeting 2021 | 11/05/2021 |
|---|---|
| Interim statement 31.03.2021 | 12/05/2021 |
| Payment final dividend2 relating to the 2019/2020 financial year |
As from 18/05/2021 |
| Coupon | 26 |
| Ex-date | 15/10/2020 |
| Record date | 16/10/2020 |
| Coupon | 27 |
| Ex-date | 14/05/2021 |
| Record date | 17/05/2021 |
| Sustainability report 2020 | 31/05/2021 |
| Half year results 30.06.2021 | 11/08/2021 |
| Interim statement 30.09.2021 | 10/11/2021 |
| Annual press release 31.12.2021 | February 2022 |
| 2021 Annual Financial Report | March 2022 |
| Annual General Meeting 2022 | 10/05/2022 |
| Payment final dividend relating to the 2021 financial year |
As from 17/05/2022 |
Financial service responsible for the dividend payment: ING Belgium (main paying agent) or any other financial institutions.
These dates are subject to change.
The final dividend will be distributed over coupons No. 26 (pro rata temporis dividend for the period from 1 July 2020 up to and including 26 October 2020) and No. 27 (pro rata temporis dividend for the period from 27 October 2020 up to and including 31 December 2020).

LEFT OULUN RUISMERSA – CHILDREN DAY-CARE CENTRE IN OULU (FI)

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.

This chapter provides an overview of the rules and principles on which the Company organises its corporate governance.
These rules for transparent, ethical and sustainable governance aimed at long-term value creation for all stakeholders (shareholders, tenants and their residents, employees, the community and the environment) can also be found in Aedifica's internal policies including:

ISOKARHUNKIERTO – SERVICE COMMUNITY IN TUUSULA (FI)

On 8 June 2020, Aedifica's Extraordinary General Meeting approved the statutory amendments pursuant to the entry into force on 1 January 2020 of the Belgian Code of Companies and Associations ('BCCA'), which replaces the Companies Code. Aedifica opted for a monistic or one-tier governance structure as stipulated in Articles 7:85 et seq. of the BCCA and abolished the Management Committee (within the meaning of Article 524bis of the Companies Code), replacing it with an Executive Committee, which, based on special powers of attorney granted by the Board of Directors, is responsible for the day-to-day management and operational functioning of the Company.
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 with its respective functions and responsibilities by the Board of Directors.
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 web-based audit, compliance and risk management function.
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.corporategovernancecomittee.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 the provisions of the CG Code 2020, with the exception of Principles 7.6 and 7.9.
Principle 7.6 of the CG Code 2020 states that the non-executive Directors should receive part of their remuneration in the form of shares of the Company which should be held for at least one year after the non-executive Director leaves the board and for at least three years after the grant.
Principle 7.9 of the CG Code 2020 states that the Board shall determine a minimum threshold of shares to be held by the members of the Executive Management.
The CG Code 2020 came into force on 1 January 2020. As a result of the extension of Aedifica's financial year following the decision of the General Meeting of 8 June 2020, the Annual General Meeting, to which (amendments to) the remuneration policy is submitted for approval, was postponed until 11 May 2021. The remuneration policy prepared by the Company and to be submitted to the General Meeting for approval on 11 May 2021 (see page 133) provides (amongst other things) for an obligation:
As of 2021, the Company will therefore comply with (the 'ratio legis' of) Principles 7.6 and 7.9.
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). It was amended with effect from 8 June 2020 to take into account, on the one hand, the entry into force on 1 January 2020 of the BCCA and of the GC Code 2020 as well as the resulting statutory amendments after the Extraordinary General Meeting of 8 June 2020.

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 Manager 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.
RIGHT AM STADTPARK – CARE HOME IN BERLIN (DE)
BELOW ISOKARHUNKIERTO – SERVICE COMMUNITY IN TUUSULA (FI)

Mr Thomas Moerman (General Counsel) was appointed compliance officer. He ensures that the Company, Directors, Executive Managers, 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 Christophe Quiévreux), under the supervision and responsibility of Ms Katrien Kesteloot (independent Director), who succeeded Mr Eric Hohl (non-executive Director) in this role on 27 October 2020.
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: – internal control environment
Principle 1: the organisation demonstrates its commitment to integrity and ethical values.
Principle 2: the Board of Directors is independent from management and supervises the development and operation of internal controls.
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 (see below) and their specific profiles, the Directors have the necessary competences in the context of the exercise of their mandate. The Board of Directors monitors the effectiveness of the risk management and internal control measures taken by the Executive Managers.
Principle 3: the Executive Managers determine, under the supervision of the Board of Directors, the structures, reporting procedures and the appropriate rights and responsibilities to achieve the objectives.
Aedifica has a Board of Directors, an Audit and Risk Committee, a Nomination and Remuneration Committee, an Investment Committee and an Executive Committee, the roles of which are described below. In accordance with the RREC legislation, the members of the Executive Committee (all of whom are Executive Managers) are responsible for the day-to-day management of the Company, on which they report to the Board of Directors. The Executive Committee is also responsible for internal control and risk management measures.
Principle 4: the organisation undertakes to attract, train and retain competent employees within the organisation.
The competence of the Executive Committee and of the staff is ensured by appropriate training and recruitment procedures based on defined profiles. Aedifica supports the personal development of its employees and offers them a comfortable and stimulating working environment tailored to their needs. Staff changes are planned based on the career planning of employees and consider the possibility that they will temporarily (maternity leave, parental leave) or permanently (retirement) leave the company.
Principle 5: the organisation holds people accountable for their internal control responsibilities.
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.
Principle 6: the organisation describes the objectives clearly enough to be able to identify and evaluate the risks relating to these objectives.
Aedifica's objectives are clearly described in this annual financial report on page 18. The Company acts with due care in respect of risk culture.
Principle 7: the organisation identifies the risks for the achievement of its objectives and analyses these risks to determine how it should manage them.
The Board of Directors regularly identifies and evaluates Aedifica's main risks and publishes its findings in the annual and half-yearly financial reports and interim statements. This risk analysis leads to measures being taken regarding any identified vulnerabilities. More information on the risks can be found in the 'Risk factors' chapter in this annual financial report.
Principle 8: the organisation pays attention to the risk of fraud when assessing the risks that could jeopardise the achievement of the objectives.
Any attempt to commit fraud is immediately investigated in order to limit its impact on the Company and to prevent any further attempt.
Principle 9: the organisation identifies and assesses changes that could have a significant impact on the internal control system.
Significant changes are identified and analysed on a continuous basis by both the Executive Committee and the Board of Directors. This analysis is incorporated in the 'Risk factors' chapter.
Principle 10: the organisation selects and develops control activities that can reduce risks to the achievement of objectives to an acceptable level.
Principle 11: the organisation selects and develops general IT controls to promote the achievement of its objectives.
The Company chooses its technology based on a best-of-breed approach. Within the company, a designated employee is assigned as responsible for each technological application ; management of the infrastructure (hardware and network) and the security and resilience of the data are entrusted to an (internal) IT manager who works with an (external) partner (based on a service level agreement).
Principle 12: the organisation develops control activities with a policy that determines what is expected and with procedures that put that policy into practice.
Internal processes are continuously improved by formalising them, taking into account a balance between formalisation and the size of the company.
Principle 13: the organisation uses relevant and high-quality information to support the functioning of internal control.
The information system used by the Company provides reliable and complete information at regular intervals. This system meets the needs of both internal control and external reporting.
Principle 14: the organisation communicates internally the information, including the objectives and responsibilities for internal control, that is necessary to support the operation of this internal control.
The internal information relating to internal control is disseminated in a transparent manner within the Company. This ensures that everyone has a clear picture of Aedifica's policy, procedures, objectives, roles and responsibilities. The communication is adapted to the size of the Company and consists mainly of general staff communication, working meetings and email correspondence.
Principle 15: the organisation communicates with third parties on matters that affect the functioning of internal control.
External communication (directed at shareholders and other external stakeholders) is essential for a listed company and Aedifica undertakes this task on a daily basis. External communication of internal control runs parallel to the preparation and publication of periodic information, is monitored by the Audit and Risk Committee and is approved by the Board of Directors.
Principle 16: the organisation selects, develops and carries out continuous and/or one-off evaluations to check whether the internal control components are present and whether they are functioning.
In order to ensure the correct and effective application of the internal control components, Aedifica has set up an internal audit function comprising the main processes. The internal audit is organised according to a multiannual cycle and its specific scope 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 audit manager.
Principle 17: the organisation evaluates and communicates internal control deficiencies in a timely manner to the parties responsible for taking corrective measures (the Executive Committee and the Board of Directors).
Internal audit recommendations are communicated to the Audit and Risk Committee, which ensures that the Executive Committee takes corrective measures.

As of 31 December 2020, based on the transparency notices received, BlackRock, Inc. (transparency notice dated 5 July 2019) holds at least 5% of the voting rights in Aedifica. No other Aedifica 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 2020, Aedifica is not subject to any control within the meaning of Article 1:14 BCCA, and has no knowledge of agreements that could lead to a change of control.
5. BOARD OF DIRECTORS AND COMMITTEES
LEFT
WOLFSBOS – CARE HOME IN HOOGEVEEN (NL)
On 31 December 2020, 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 page 122-127. 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.
During the past financial year, the following directors were appointed or reappointed:
The mandates of Ms Adeline Simont (Non-Executive Director) and Mr Eric Hohl (Non-Executive Director) ended on 26 October 2020. The mandate of Ms Laurence Gacoin (COO and Executive Director) ended on 31 October 2020 following her voluntary departure as COO of Aedifica.
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 5 of this corporate governance statement.

Serge Wibaut obtained a Master's degree and a PhD in Economic Sciences from UCLouvain.
Over the past 25 years, he has taught economics and finance at various universities, both in Belgium and abroad. From 1996 to 1998, he was a financial adviser to then-Finance Minister, Philippe Maystadt.
In 2000, Serge Wibaut started at Axa Belgium as Chief Investment Officer. A few years later he became CEO of Axa Bank. In 2005, he was appointed Chief Investment Officer for Northern and Central Europe. He was also a member of the Euronext Advisory Board from 2001 to 2005. After leaving Axa in 2008, Serge Wibaut became a director at various European financial institutions and investment companies. He also became a member of various investment committees.
Serge Wibaut has been a member of Aedifica's Board of Directors since 23 October 2015. He has been Chair of the Board of Directors since 2016. He is also a member of the Audit and Risk Committee and of the Investment Committee. His mandate runs until the Ordinary General Meeting of May 2021.
Other active mandates: Securex Assurance, Cigna Life Insurance Company of Europe NV, Reacfin NV, Scottish Widows Europe.
Mandates expired during the last 5 years: ADE, Alpha Insurance, Securex NV/SA, Eurinvest Partners NV/SA.
Number of Aedifica shares: 200

Stefaan Gielens holds a Master's in Law and a postgraduate degree in real estate science from KU Leuven.
From 1989 to 1994, he was a lawyer at the Brussels Bar. In 1994, he started working for Immolease NV/SA, a company within the current KBC group. Until 2005, he held various positions within KBC Group, such as transaction manager, secretary general of the Almafin Group, managing director of Almafin Real Estate NV/SA, director of ImmoleaseTrust NV/SA (a company that issues private, public and listed property certificates) and head of the property management of KBC Bank and KBC Real Estate.
In early 2006, he began his career at Aedifica as Chief Executive Officer. Under his leadership, Aedifica grew from a small start-up to an international pure-play healthcare real estate investor active in seven countries and included in the BEL20 (the reference index of Euronext Brussels). Stefaan Gielens joined Aedifica's Board of Directors in 2006 as Managing Director. In that capacity, he not only monitors the Group's general activities, but is also the driving force behind the Group's strategy and internationalisation. He is a member of the Investment Committee and chairs the Executive Committee. He is also a Director of several of Aedifica's subsidiaries. His mandate runs until the Ordinary General Meeting of May 2021.
Other active mandates: Director of Happy Affairs BV and as permanent representative of Happy Affairs BV, director in Antemm NV/SA.
Mandates expired during the last 5 years: Director of Immobe NV/ SA and Forum Estates NV/SA.
Number of Aedifica shares: 12,709

Jean Franken obtained a Master's degree in Civil Engineering from UCLouvain.
During his forty-year professional career, he gained extensive experience in the real estate sector, ranging from construction through project development to real estate portfolio management. After completing his studies, he began his career as an engineer at the NMBS. From 1973 to 1977, he was responsible for building office and apartment buildings as project manager at a branch of the Blaton group. Jean Franken then joined Igopex (a development company), where he was CEO until 1990. After five years at the head of Prifast, a subsidiary of a Swedish real estate group, he was Chief Operating Officer at Cofinimmo (a Belgian RREC) from 1997 to 2011.
Jean Franken has been a member of Aedifica's Board of Directors since 1 July 2013. He is Chair of the Investment Committee and a member of Aedifica's Nomination and Remuneration Committee. His mandate runs until the Ordinary General Meeting of May 2022.
Other active mandates: /
Mandates expired during the last 5 years: Director of Immobe NV/SA.
Number of Aedifica shares: 1,200

Katrien Kesteloot obtained a Master's degree and a PhD in Economic Sciences from KU Leuven.
She has been the Financial Director (CFO) of UZ Leuven, Belgium's largest university hospital, since 2002. She is also a member of KU Leuven's Treasury & Investment Committee. Since 1990, she has gained extensive experience in the various aspects of healthcare funding as a full professor at the Faculty of Medicine and a member of the Financing and Healthcare Policy Organisation Research Unit at KU Leuven. In addition to her academic career at KU Leuven, Katrien Kesteloot is also Chair of the Board of Directors and a member of the Audit Committee of Emmaüs VZW/ASBL, a non-profit network of 24 facilities providing various types of care. She was also an expert adviser in hospital funding at the Belgian Ministry of Social Affairs and Public Health (December 2014 - September 2020).
Katrien Kesteloot has been a member of Aedifica's Board of Directors since 23 October 2015. She is a member of Aedifica's Audit and Risk Committee. Her mandate runs until the Ordinary General Meeting of May 2021.
Other active mandates: 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.
Mandates expired during the last 5 years: 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.
Number of Aedifica shares: 0

Elisabeth May-Roberti obtained a Master's degree in Philosophy from UCL, a Master's degree in Law from the University of Liège and a Master's degree in Finance from Solvay Business School. She also completed a special year's study in philosophy in Germany and a special Master's degree in Notarial Law from the Université Libre de Bruxelles.
From 1993 to 2001, she worked as a lawyer in a notary's office. Since 2001, she has been Secretary General - General Counsel of the Interparking Group (AG Insurance). She is also a director of various Interparking branches in Belgium and abroad (Germany, France, Italy, Spain and the Netherlands). She is also a member of the Supervisory Board of DB Bahnpark, a joint venture with Deutsche Bahn.
Elisabeth May-Roberti has been a member of Aedifica's Board of Directors since 23 October 2015. She chairs the Nomination and Remuneration Committee. Her mandate runs until the Ordinary General Meeting of May 2021.
Other active mandates: various positions and mandates within the Interparking Group.
Mandates expired during the last 5 years: Uniparc Nederland BV.
Number of Aedifica shares: 216

Luc Plasman obtained a Master's degree in Civil Chemical Engineering from KU Leuven.
He started his professional career at a Belgian engineering firm, after which he worked for real estate development companies specialising in commercial and residential real estate. In 1997, he became CEO of ING Real Estate Development Belgium. After 13 years of experience at ING, from 2011 to 2016 Luc Plasman was CEO of Wereldhave Belgium, a RREC specialised in investments in Belgian commercial real estate. Since 2016, he has been Managing Director of BLSC, an organisation that represents the interests of retail and retail real estate companies. He is also a director of Vana Real Estate NV/SA.
Luc Plasman has been a member of Aedifica's Board of Directors since 27 October 2017. He is a member of Aedifica's Investment Committee and the Nomination and Remuneration Committee. His mandate runs until the Ordinary General Meeting of May 2023.
Other active mandates: Director of Vana Real Estate NV/SA, Business Manager of Elpee BV and Secretary General of BLSC.
Mandates expired during the last 5 years: various mandates within the Wereldhave Belgium Group, Managing Director of Immo Guwy NV/SA and Chair of BLSC.
Number of Aedifica shares: 418

Marleen Willekens obtained a Master's degree in Business Economics from Ghent University, followed by a PhD in Business and Industrial Sciences from Warwick Business School in the United Kingdom.
She began her career in 1995 at KU Leuven as a professor of accounting and auditing. During her academic career, Marleen Willekens taught at various schools and universities across Europe. She is currently professor of accounting and auditing at KU Leuven (Belgium) and a part-time research professor of auditing at the BI Norwegian Business School in Oslo (Norway).
Marleen Willekens has been a member of Aedifica's Board of Directors since 27 October 2017. She is Chair of Aedifica's Audit and Risk Committee. She is also an independent director and Chair of the Audit Committee of Intervest NV. Her mandate runs until the Ordinary General Meeting of May 2023.
Other active mandates: Professor at KU Leuven, part-time research professor at BI Norwegian Business School, independent director and Chair of the Audit Committee of Intervest NV/SA.
Mandates expired during the last 5 years: various mandates at KU Leuven and BI Norwegian Business School and Chair of the Competence Examination Jury of the Institute of Registered Auditors.
Number of Aedifica shares: 0

Pertti Huuskonen obtained a Master of Science and a Master of Business Administration from the University of Oulu.
Since 2011, Pertti Huuskonen has been an independent non-executive director on the Board of Hoivatilat (the Finnish healthcare real estate investor acquired by Aedifica in 2020), of which he was Chair from 2011 to 2020, and of which he is currently Vice Chair. In addition to his independent directorship at Hoivatilat, Pertti Huuskonen has been CEO of Lunacon Oy, a private company that advises and invests fast-growing companies in Finland and the Baltic States, since 2011. He is also (Non-Executive) Vice Chair of the Board of Directors of A. Ahlstrom Real Estate (a private real estate and forestry investor) and Chair of the Board of Directors of Avain Yhtiöt (a residential development and investment company). From 1985 to 2008, Pertti Huuskonen was CEO of Technopolis Plc (at the time a Finnish listed real estate investor specialising in offices and co-working spaces), after which he was Chair of the Board until 2012. In 2013, he joined the Board of the Lehto Group, a Finnish listed construction company, which he chaired from 2014 to 2018. From 2012 to 2019, he was also a member of the Board of the listed Estonian company AS Pro Kapital Group, active in residential and retail real estate development. In addition, he served as (non-executive) Vice Chairman of KPY Novapolis (a private real estate development investor) from 2019 to 2020. Pertti Huuskonen also worked from 2011 to 2019 as an academic adviser and lecturer at the Oulu Business School of the University of Oulu.
Pertti Huuskonen has been a member of Aedifica's Board of Directors since 8 June 2020. His mandate runs until the Ordinary General Meeting of May 2023.
Other active mandates: Chair of the Board of Directors and CEO of Lunacon Oy, Vice Chair of the Board of Directors of Ahlström Kiinteistöt Oy and Hoivatilat and Chair of the Board of Directors of Avain Yhtiöt.
Mandates expired during the last 5 years: 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.
Number of Aedifica shares: 660

Sven Bogaerts obtained a Master's degree in Law from KU Leuven and a Master's degree in Taxation from Ghent University.
Before joining Aedifica, he gained 14 years' experience at the law firm Eubelius, where he had been a lawyer since 2002 and became an associate partner in 2011. As a lawyer, he specialised in business real estate transactions, RREC regulation and property regulation in general. He was also a part-time assistant at KU Leuven's Jan Ronse Institute for Company Law from 2008 to 2013.
In June 2016, he joined Aedifica as an international M&A Manager to coordinate international transactions and the expansion of the Group. Since 1 October 2017, he has been responsible for the Group's Legal Department and its national and international M&A activities first as Aedifica's Chief M&A Officer and then as Chief Legal & M&A Officer. Sven Bogaerts has been a member of Aedifica's Board of Directors since 8 June 2020. He is also a member of Aedifica's executive management and he is a Director of various Aedifica subsidiaries. His mandate runs until the Ordinary General Meeting of May 2023.
Other active mandates: /
Mandates expired during the last 5 years: Director of Immobe NV/SA.
Number of Aedifica shares: 2,796

Ingrid Daerden holds a Master's degree in Commercial Engineering from KU Leuven.
She began her career at ING Belgium, where she gained 10 years of experience in real estate financing. From 2008 to 2016 she worked at Cofinimmo (a Belgian RREC) as Investor Relations Manager and then as Head of Treasury & Project Finance. Before Ingrid Daerden joined the Aedifica team in 2018 as Chief Financial Officer, she was CFO of OTN Systems, a company specialising in international telecommunication networks.
On 1 September 2018, she joined Aedifica as Chief Financial Officer and is responsible for the financial activities of the Group. Ingrid Daerden was also appointed risk manager and has been a member of Aedifica's Board of Directors since 8 June 2020. She is also part of Aedifica's executive management and is also a Director of several of Aedifica's subsidiaries. Her mandate runs until the Ordinary General Meeting of May 2023.
Mandates expired during the last 5 years: Director and business manager of JIND BV (the company was dissolved and liquidated), director of Immobe NV/SA; various positions and mandates within the Cofinimmo Group and the OTN Systems Group.
Number of Aedifica shares: 2,394

Charles-Antoine Van Aelst holds a Master's degree in Applied Economic Sciences from the University of Antwerp, a Master's degree in Financial Management from Vlerick Management School and a postgraduate degree in real estate science from KU Leuven.
In 2008, he began his career at Aedifica as a Corporate Analyst, where he was also responsible for Investor Relations. He later became Investment Manager (2011) and Investment Officer (2016). Since 1 October 2017, he has been responsible for the Group's investment activities as Aedifica's Chief Investment Officer. Charles-Antoine Van Aelst has been a member of Aedifica's Board of Directors since 8 June 2020. He is also a member of Aedifica's executive management and he is a Director of various Aedifica subsidiaries as well. His mandate runs until the Ordinary General Meeting of May 2023.
Other active mandates: Director of Immobe NV/SA and Davidis NV/SA.
Number of Aedifica shares: 2,700
The Director's mandate of Mr Wibaut, Mr Gielens, Ms Kesteloot and Ms May-Roberti will expire immediately after the Ordinary General Meeting of 11 May 2021. At that Ordinary General Meeting, it will be proposed that their mandates be renewed.
In the event that they are appointed by the General Meeting and approved by the FSMA, Mr Wibaut, Ms Kesteloot and Ms May-Roberti on the one hand, and Mr Gielens on the other, will sit on the Board of Directors as independent non-executive Directors and executive Director respectively until the end of the Ordinary General Meeting of 2024.
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 extended 2019/2020 financial year, the Board of Directors met 24 times over the 18-month period.
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:
– Operational:
RIGHT HAUS ZUR ALTEN BERUFSSCHULE – CARE HOME IN ZSCHOPAU (DE)
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 2020, 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 eight times during the extended 2019/2020 financial year. The auditor of the Company was heard three 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 extended 2019/2020 financial year were:
As at 31 December 2020, 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 extended 2019/2020 financial year, the committee met 13 times, mainly to discuss the following points:
As at 31 December 2020, 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 extended 2019/2020 financial year, the committee met 10 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 page 133) and the remuneration report (see page 140).
By decision of the Extraordinary General Meeting of 8 June 2020, the Management Committee was abolished and replaced by an Executive Committee with the same composition (see above).
The Executive Committee is composed of the following persons, who are also all Executive Managers in the sense of the RREC Law.
| Name | Position | Start of mandate |
|---|---|---|
| Stefaan | Chief Executive Officer | 1 February |
| Gielens | (CEO) | 2006 |
| Ingrid | Chief Financial Officer | 1 September |
| Daerden | (CFO) | 2018 |
| Raoul | Chief Operating Officer | 1 March |
| Thomassen | (COO) | 2021 |
| Charles-Antoine | Chief Investment Officer | 1 October |
| Van Aelst | (CIO) | 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.
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.
Raoul Thomassen obtained a master's degree in Business Economics at the University of Maastricht.
He started his professional career at Hollandsche Beton Group NV (HBG). From 2003 to 2005, he accumulated experience as a financial controller at the listed construction and project development company BAM Group. In 2005, he moved to the retail property sector. At Rodamco Europe, he initially worked as Business Controller Retail Management and, after the merger with Unibail, as Group Operating Manager. Raoul then worked for nine years as Head of Operations and Deputy COO, respectively, at Atrium European Real Estate, a listed developer, property manager and operator of retail properties in Central and Eastern Europe. At Atrium, he was responsible for the group's operational processes and led local teams in seven countries. Before Raoul strengthened the Aedifica team as COO, he was Group Director Operations at Multi Corporation, a subsidiary of Blackstone, which manages retail properties in 14 countries.
Raoul Thomassen is a member of the Executive Committee. His mandate as COO is of indefinite duration.
Other active mandates: 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.

ABOVE EXECITIVE COMMITTEE (FROM LEFT TO RIGHT) – CHARLES-ANTOINE VAN AELST, RAOUL THOMASSEN, STEFAAN GIELENS, INGRID DAERDEN & SVEN BOGAERTS
More information on the remuneration of the members of the Executive Committee can be found in the remuneration policy (see page 133 and the remuneration report (see page 140).
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 (version dated 18 June 2020), which is available on the website (www.aedifica.eu).


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.
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 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 (see diagram). The precise gender makeup 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 (descriptions of the members of the Board of Directors and the Executive Committee can be found in 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 (see diagram), age, education, cultural background, etc. This stimulates internal creativity and ensures a good mix of experience and innovation. Further information on Aedifica's employees can be found in the 'Corporate Social Responsibility' chapter on page 164.
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.
Aedifica's remuneration policy is developed for the members of the Board of Directors and the members of the Executive Committee. It is applicable as from 1 January 2021, (financial year 2021), subject to approval by the Ordinary General Meeting of the Company to be held on 11 May 2021.
This remuneration policy is prepared taking into account the current legislation, the Corporate Governance Code 2020 and market practices and trends.
The general objective of the remuneration policy is to attract and retain the necessary leadership that can best support Aedifica in its mission to offer sustainable real estate solutions to professional operators whose core activity is to provide care to people with care needs throughout Europe. In doing so it aims to create sustainable value for the Company's shareholders, its other stakeholders and society in general.
The remuneration policy of the Non-Executive Directors is straightforward, cash-based and simple. It intends to reward these 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 by requiring the Non-Executive Directors to hold Company shares over the term of their mandate until after their mandate expires.
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:
This remuneration policy will be submitted to the General Meeting for approval whenever material changes are proposed and, in any event, at least every four years.
The Board of Directors of Aedifica is composed of Non-Executive and Executive Directors. The Executive Directors are only remunerated in their capacity as member of the Executive Committee (as described below under section 2). The Executive Directors do not receive any remuneration in their role as Board member.
The remuneration policy for the Non-Executive Directors is described hereafter. It aims to attract, retain and fairly compensate Directors with the required background, independence from management, skills and experience to pursue the Company's strategy and long-term goals.
The remuneration of the Non-Executive Directors consists exclusively of a fixed annual remuneration and attendance fees for each meeting attended.
All Non-Executive Directors receive:
The Non-Executive Directors who sit on the Committees set up within the Board of Directors (Audit and Risk Committee, Nomination and Remuneration Committee and Investment Committee) each receive additionally an equal attendance fee per meeting of the Committee concerned.
Committee members do not receive any additional fixed remuneration for their Committee membership, with the exception of:
Non-Executive Directors do not receive any performance-based remuneration (such as bonuses, share-related long-term incentive schemes or other forms of variable remuneration), nor do they receive any benefits in kind or benefits linked to pension schemes.
The costs incurred by Non-Executive Directors in the context of special assignments entrusted to them by the Company, as well as for the needs of their position, are borne by the Company, upon presentation of supporting documentation.
Reasonable travel expenses incurred by Non-Executive Directors residing outside Belgium in order to participate in in-person meetings of the Board of Directors are reimbursed upon presentation of supporting documentation.
The Board of Directors can decide on a case-by-case basis that Non-Executive Directors who attend meetings of the Board of Directors in a country other than their country of residence are additionally eligible to receive a special travel allowance of €300 to cover their travel time, which ensures that international candidates can also be attracted to fulfil a Board mandate with Aedifica.
Aedifica does not directly reward shares to the Non-Executive Directors as a form of remuneration. That being said and in order to comply with the spirit of principle 7.6 of the 2020 Corporate Governance Code, each year the Non-Executive Directors are required to register a number of shares equivalent to 10% of their gross annual fixed remuneration as member of the Board of Directors in the Company's share register.
To facilitate the practical application of this rule, the number of shares to be registered in the Company's share register will be set annually for each Non-Executive Director at the beginning of the year, based on the average stock market price for the month December in the previous year.
These shares should 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 dividends attached to these shares are paid at the same time as for the other shareholders.
The Non-Executive Directors are appointed by the General Meeting for a maximum period of three years. The Non-Executive Directors exercise their mandate on a self-employed basis. Their mandate can be terminated at any time by the General Meeting without notice or compensation.
The total remuneration of the members of the Executive Committee consists of the following elements:
The amount of fixed remuneration for the members of the Executive Committee is determined taking into account their individual responsibilities, skills and performance.
The fixed remuneration constitutes a cash payment which is granted regardless of the Company's result.
The amount of annual fixed remuneration is laid down in the individual management agreements established by the Company with the relevant member of the Executive Committee. This amount is paid in cash, indexed annually, and subject to local tax and social security regulations.


ABOVE RICHMOND MANOR – CARE HOME IN AMPTHILL (UK)
LEFT KEMPELEEN IHMEMAANTIE – CARE HOME IN KEMPELE (FI)
For the members of the Executive Committee who are also a member of the Board of Directors, the fixed remuneration also includes performance of their duties in the capacity of Director, and participation in the meetings of the Board of Directors and the various Committees, as required.
The management agreements are annually supplemented with an addendum in which the criteria for awarding the variable remuneration are defined.
Prior to the start of the performance year, the Board of Directors may decide to pay additional monthly contributions into an individual pension plan for the members of the Executive Committee. At the end of the performance year, the total amount of the aforementioned additional monthly pension contributions will be offset against the value of the variable remuneration related to that same performance year. Only if the value of the variable remuneration related to that same performance year exceeds the total amount of the additional monthly pension contributions, will the positive difference be paid.
All members of the Executive Committee are entitled to an annual bonus subject to the realisation of both collective and personal objectives, based on the provisions described hereafter.
For all members of the Executive Committee, 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 recognized performance level. The aggregate annual bonus will 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 |
The results in terms of actual performance versus the performance targets, are validated by the Audit and Risk Committee before final approval by the Board of Directors.
The bonus is paid out in cash at the beginning of the year following the performance cycle, subject to applicable tax and social security regulations.
Each year, all 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).
For all members of the Executive Committee, 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 recognized performance level. The aggregate long-term incentive will thus vary between 0 and 50% of the annual fixed remuneration at grant, depending on the realisation of the targets.
The incentive award earned is determined based on the following mix of collective financial and non-financial KPIs (key performance indicators) and corresponding weighting factors:
| Financial KPIs (70%) | Non-Financial KPIs (30%) | ||
|---|---|---|---|
| Relative shareholder return | Environmental, social and | ||
| Earnings per share | governance (ESG) criteria | ||
| Dividend per share |
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 performance levels recognized) selected within the framework of the above-mentioned KPI-types.
The results in terms of actual performance versus targets are validated by the Audit and Risk Committee before final approval by the Board of Directors.
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.
The introduction of the new long-term incentive plan in 2021 with successive three-year performance cycles in combination with the immediate cancellation of the current plan, would result in a sudden, significant reduction of the members of the Executive Committee's ongoing income: under the current plan, a fixed award is granted every year whereas the new plan will deliver its first award only in early 2024, after the completion of the first three-year performance cycle (2021-2023) and subject to actual performance outcomes. The current long-term incentive plan will therefore be extended for the coming two years (in 2021 and 2022) and it will cease to exist in 2023. Under the current plan, Executive Committee members are granted by decision of the Board of Directors, a fixed cash award that, after deduction of withholding tax, must be used to acquire Company shares at 100/120th of the last known market share price, with the provision 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. In addition, the shares are subject to a three-year vesting scheme.
Both the short- and long-term incentive plans have been introduced to drive and reward sound business decisions that are in line with the Company's long-term strategy and, consequently, to align the interests of the members of the Executive Committee with those of the Company's shareholders.
| Retained KPIs | Relevance to our strategy |
|---|---|
| Short-term incentive plan: - EPS - Operating margin - Individual performance |
Our goal is to balance the longer-term direct interests of our shareholders with short-term profitability which, in turn, will enable us to successfully execute our mission to provide real estate infrastructure for care operators and people with care needs. We seek to |
| Long-term incentive plan: - Shareholder return targets - ESG targets |
accomplish this goal by also considering the interests of other stakeholders with application of relevant and sound environmental, social and governance standards. |
At the beginning of each year, the Board reviews the nature and weighting factors of the performance indicators to ensure sustained support of the Company's strategy.
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 insurance and coverage for accidents at work. In addition, Aedifica provides a company car (with fuel card), a laptop and a smartphone. Moreover, Aedifica reimburses the Executives' professional expenses.
In accordance with principle 7.9 of the Corporate Governance Code, the Board of Directors has set a minimum threshold for the number of Company shares that each member of the Executive Committee must hold at all times, specifically:
– 4,000 shares for the CEO;
– 1,500 shares for other members of the Executive Committee (on an individual basis).
The current members of the Executive Committee are expected to build up their shareholding to the required level over a period of 5 years as from the date of entry into force of this remuneration policy, and, once reached, to maintain this level for the duration of their appointment. The same deadline will apply for any member subsequently appointed, as from the date of his or her appointment.
The agreements with the members of the Executive Committee contractually provide for a clawback mechanism for both the 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.
The members of the Executive Committee exercise their mandate on an independent basis in accordance with a management agreement established with the Company in which the provisions for remuneration are specified. In principle, these contracts are established for an indefinite period.
The management agreements signed with the members of the Executive Committee may be terminated in the following circumstances:
If the management agreement with the CEO is terminated within six months after a public takeover bid by Aedifica without serious fault on the part of the CEO, the CEO is entitled to a severance payment equal to eighteen months' remuneration. This clause was included in the management agreement signed with the CEO in 2006. Since then, no such contractual clauses have been included in the agreements established with other members of the Executive Committee or employees of Aedifica.
The Company does not provide loans to the members of the Executive Committee.
The remuneration for the Company's entire workforce, including the members of the Executive Committee, is reviewed on an annual basis and a consistent approach is applied at all levels. More specifically, prevailing market conditions and industry specific standards are taken into account at all levels.
The annual remuneration review of the wider employee population is presented to the Board of Directors and, as such, the Board of Directors is aware of the Company-wide annual review process when setting the remuneration for the members of the Executive Committee.
Moreover, the Company ensures consistency between the remuneration of the members of the Executive Committee and other employees, although the remuneration offered to the members of the Executive Committee places a stronger emphasis on performance related pay. Indeed, similar to the remuneration of the members of the Executive Committee, the remuneration of other employees comprises both fixed and variable remuneration, supplemented by extra-legal benefits such as a company car, smartphone and group insurance (depending on the position and the experience of the employee).
The remuneration of the Non-Executive Directors is adopted by the General Meeting on proposal of the Board of Directors. This proposal of the Board of Directors is based on the recommendations of the Nomination and Remuneration Committee with respect to the remuneration policy of the Directors.
Based on the recommendations of the Nomination and Remuneration Committee regarding the form and structure of the remuneration, the Board of Directors proposes to the General Meeting to determine the remuneration of the Directors, taking into account their role as Non-Executive Director and their possible specific roles as Chairperson of the Board of Directors and/or Chairperson or member of a Board Committee, as well as the resulting responsibilities and corresponding time commitments.
The Nomination and Remuneration Committee regularly analyses the existing remuneration policy applicable to the Non-Executive Directors and the level of their remuneration, based on industry benchmarks conducted by a specialised HR consultant, to ensure that the remuneration and form of remuneration remains appropriate and in line with market practices, taking into account the size, growth and internationalisation of the Company, its financial situation, its position within the economic environment, its ambitions for sustainable development, and the level of responsibilities borne by the Directors. The composition of the peer group is monitored regularly and adjusted when appropriate.
If, upon recommendation of the Nomination and Remuneration Committee, the Board of Directors wishes to propose a material change to the remuneration policy, this proposal will be submitted to the General Meeting for approval. In any event, the remuneration policy is submitted to the General Meeting for approval at least every four years.
The remuneration of the members of the Executive Committee is set by the Board of Directors based on recommendations from the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee analyses annually the remuneration that applies to the members of the Executive Committee and determines whether an adjustment is needed to reasonably attract, reward and retain them, taking into account, amongst other things, the size of the Company and their individual responsibilities. This analysis is accompanied by a comparative remuneration of other European listed and non-listed real estate companies and of other non-real estate companies of similar size and significance. The composition of the peer group is monitored regularly and adjusted when appropriate.
This annual analysis also considers the experience, qualities and responsibilities of the members of the Executive Committee. It covers the general pay level as well as the various elements of the remuneration and the conditions for their award. In doing so, the Nomination and Remuneration Committee shall at all times ensure that the remuneration of the CEO and the other members of the Executive Committee is not excessive in comparison to peers, market practices or the performance of the Company.
The Nomination and Remuneration Committee also examines whether the procedure for determining the targets that define the level of variable remuneration is in line with the risk appetite of the Company.
The Nomination and Remuneration Committee submits the result of this analysis and its substantiated recommendations to the Board of Directors to make a decision. If the decision of the Board of Directors on the remuneration of the members of the Executive Committee would entail a material change to the remuneration policy, then the proposed change will be submitted to the General Meeting for approval and can only become effective once approval has been granted. In any event, the remuneration policy is submitted to the General Meeting for approval at least every four years.
The Company takes the following measures to prevent or manage conflicts of interest relating to the establishment of the remuneration policy applicable to the Directors:
Additionally, the Directors are subject to the legal rules on conflicts of interest set forth in the Belgian Code on Companies and Associations and in the Belgian Act on Regulated Real Estate Companies.
The remuneration of the members of the Executive Committee is exclusively determined by the Board of Directors, who deliberate and vote without the members of the Executive Committee present(in application of the conflict of interest rules set out in the Belgian Code on Companies and Associations). The members of the Executive Committee are, in their capacity of 'Executive Manager' (in the meaning of the Belgian Act on Regulated Real Estate Companies), also subject to the conflict of interest rules set forth in the Belgian Act on Regulated Real Estate Companies.
In exceptional circumstances, to be assessed on a case-by-case basis, and only if this serves the long-term interests and sustainability of the Company or guarantees its viability, the Board of Directors may, subject to a reasoned opinion issued by the Nomination and Remuneration Committee, allow certain deviations from the applicable remuneration policy with respect to the following elements:
In any such case, the procedure must be followed as set out in 8.3.1 above, whereby the Board of Directors may allow for deviations insofar as these are in line with the aforementioned conditions and subject to a reasoned opinion issued by the Nomination and Remuneration Committee. The Board of Directors shall provide an account of any such deviations in the remuneration report that it submits for approval to the next Ordinary General Meeting.
BELOW VINKENBOSCH – CARE HOME IN HASSELT (BE)

| Persons | Remuneration element | Proposed changes | Rationale for the change |
|---|---|---|---|
| Non-Executive Directors |
Share ownership requirement |
Introduction of minimum share ownership conditions |
Compliance with Principle 7.6 of the 2020 Corporate Governance Code |
| Executives | Short-term incentive | Introduction of relevant performance incentive zones for the different KPIs (with target, threshold and maximum recognised performance), in conjunction with truly variable incentive bonuses |
Better alignment of the Executives' (variable) remuneration with actual company and personal performance |
| Long-term incentive | Replacement of the current plan by a new plan with successive 3-year performance cycles and truly variable incentive awards, determined against explicit KPIs and relevant performance incentive zones (with target, threshold and maximum recognised performance) |
Better alignment of the Executives' (variable) remuneration with actual company and personal performance |
|
| Variable remuneration | Introduction of a more equitable balance between short- and long-term incentives: 50% of total target variable remuneration stems from annual performance and 50% is based on long-term performance |
Compliance with art. 7:91 of the Belgian Company and Association Code |
|
| Share ownership requirement |
Introduction of minimum share ownership conditions |
Compliance with Principle 7.9 of the 2020 Corporate Governance Code |
|
| Clawback | Introduction of a clawback provision for both short- and long-term incentives |
Compliance with art. 7:12 of the Belgian Company and Association Code |
In the formulation of this remuneration policy, the Company took into account specific comments and suggestions from shareholders as expressed in relation to the Company's last remuneration report and, more generally, the views as set forth in shareholder principles and voting guidelines. The Company will continue to monitor shareholder views going forward and commit to consulting with shareholders prior to any significant changes to this policy.
This Remuneration Report provides a complete overview of the remuneration, including all benefits in whatever form, granted or due, during the financial year 2019/2020 to each of the Non-Executive Directors and members of the Executive Committee. Since this financial year (which started on 1 July 2019) was extended until 31 December 2020 by decision of the General Meeting of 8 June 2020 (for the reason of optimising audit and accounting processes within the Aedifica Group), this Remuneration Report covers the entire extended financial year, i.e., the 18-month period from 1 July 2019 to 31 December 2020 and hence is based on the remuneration principles applied during this period.
Over the course of 2020, a new Remuneration Policy was developed which will be submitted for approval to the Ordinary General Meeting of 11 May 2021. This new Remuneration Policy, included in full in chapter 8 of this report, contains significant changes to the remuneration principles applied in the past and aims to enhance the link between the Company's remuneration and business strategy, long-term interests, and sustainability. The main changes, as compared to past practice, are described in section 8.5 (changes compared to the current policy).
However, the Company already made certain changes to its remuneration practices in 2020 in order to address shareholder concerns expressed at the Ordinary General Meeting of 22 October 2019 (see section 9.2.1).
The abolition of the Management Committee (within the meaning of article 524bis of the Belgian Company Code) on 8 June 2020 following the entry into force on 1 January 2020 of the Belgian Code of Companies and Associations (CSA), which replaces the Belgian Company Code, and the simultaneous establishment of the Executive Committee (composed of the same members as those of the former Management Committee), did not lead to any change in the remuneration policy over the last financial year.
The Company's Ordinary General Meetings of 28 October 2016 and 22 October 2019 have set the following remuneration for the Non-Executive Directors:
| Name | Board of Directors Attendance |
Audit and Risk Committee Attendance |
Nomination and Remuneration Committee Attendance |
Investment Committee Attendance |
Fixed remuneration (€) |
Attendance fees (€) |
Total remuneration (€) |
|---|---|---|---|---|---|---|---|
| Jean Franken | 25/25 | - | 13/13 | 10/10 | 37,500 | 43,700 | 81,200 |
| Eric Hohl | 21/21 | - | - | - | 26,6671 | 19,000 | 45,667 |
| Pertti Huuskonen |
8/9 | - | - | - | 8,445 | 7,000 | 15,445 |
| Katrien Kesteloot |
24/25 | 7/8 | - | - | 30,000 | 28,300 | 58,300 |
| Elisabeth May-Roberti |
22/25 | - | 13/13 | - | 37,500 | 31,700 | 69,200 |
| Marleen Willekens |
23/25 | 8/8 | - | - | 45,000 | 28,200 | 73,200 |
| Luc Plasman | 25/25 | - | 13/13 | 10/10 | 22,500 | 43,700 | 66,200 |
| Adeline Simont | 19/21 | - | - | - | 20,000 | 17,000 | 37,000 |
| Serge Wibaut | 24/25 | 8/8 | - | 10/10 | 82,500 | 38,200 | 120,700 |
| Total | 310,112 | 256,800 | 566,912 |
The table above provides an overview of the Non-Executive Directors' attendance at Board and committee meetings and the remuneration received for the extended financial year 2019/2020 (i.e. for the period from 1 June 2019 to 31 December 2020).
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.
For the financial year 2019/2020, the Non-Executive Directors had no obligation to hold shares of the Company (see chapter 2 of the Corporate Governance Statement for more details).
Over the extended financial year 2019/2020, the Executive Committee consisted exclusively of Executive Directors.
The remuneration policy in place up to the end of 2020 provided for a total remuneration package for the Executive Committee consisting of:
– fixed remuneration (arising from the management agreements and the 'long term incentive 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.
| Fixed remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Annual fixed remuneration (€) |
Long term incentive plan (€) |
Variable remuneration (€) |
Pension plan contribution (€) |
Other benefits (€) |
Total remuneration (€) |
Ratio of fixed / variable remuneration (€) |
|
| Stefaan Gielens | 18m 753,363 | 464,0001 | 376,681 | 102,081 | 47,010 | 1,743,135 | 78/22 | |
| (CEO) | 12m | 502,242 | 309,333 | 251,121 | 68,054 | 31,34 | 1,162,090 | |
| Ingrid Daerden | 18m | 458,832 | 231,0001 | 229,416 | 54,552 | 22,039 | 995,839 | 77/23 |
| (CFO) | 12m | 305,888 | 154,000 | 152,944 | 36,368 | 14,693 | 663,893 | |
| Laurence | 18m | 391,612 | 161,3771 | 195,806 | 41,556 | 27,073 | 817,425 | 76/24 |
| Gacoin (COO)2 |
12m | 293,709 | 121,033 | 146,855 | 31,167 | 20,305 | 613,069 | |
| Charles-Antoine van Aelst (CIO) |
18m | 329,173 | 222,0001 | 164,587 | 34,788 | 20,939 | 771,487 | 79/21 |
| 12m | 219,449 | 148,000 | 109,725 | 23,192 | 13,959 | 514,325 | ||
| Sven Bogaerts (CLO/CM&AO) |
18m | 456,082 | 225,0001 | 228,041 | 45,915 | 4,851 | 959,889 | 76/24 |
| 12m | 304,055 | 150,000 | 152,027 | 30,610 | 3,234 | 639,926 |
Note: the amounts shown in the first row for each person listed represent the actual amounts paid over the extended financial year (18 months period from 1 July 2019 until 31 December 2020); the amounts shown in the second row provide a pro rata calculation over 12 months for illustrative purposes.
For information purposes, note that the ratio between the total remuneration of the CEO for 2019/2020 and the average remuneration of personnel amounts to 9; the ratio between the total remuneration of the CEO for 2019/2020 and the lowest remuneration of personnel amounts to 26.
For the financial year 2019/2020, the members of the Executive Committee had no obligation to hold a minimum number of shares of the Company (see chapter 2 of the Corporate Governance Statement for more details).
The fixed remuneration consists of a fixed cash remuneration, as set out in the management agreements with individual members of the Executive Committee (paid out in twelve instalments), and of a 'long-term incentive plan' for the members of the Executive Committee, as established by the Board of Directors based on the recommendation from the Nomination and Remuneration Committee.
Since the financial year 2009/2010, the Company has granted to the members of the (then) Management Committee (now 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.
1. These amounts consist of the amounts granted under the annual long term incentive plan granted during the extended financial year 2019/2020 (as described below) as well as a last payment of the ad hoc long term incentive plan of 14 May 2019 granted to the members of the (then) Management Committee further to the Company achieving its long-term strategy to become a pure-play investor in European healthcare real estate decided by the Board of Directors on 14 May 2019 (the 'Adhoc LTIP') (as reported on in the Remuneration Report 2018/2019). 50% of the Adhoc LTIP was paid out in financial year 2018/2019; 50% was paid out in financial year 2019/2020.
2.The mandate of Ms Laurence Gacoin as Director and member of the Executive Committee ended on 30 October 2020.
The Board of Directors decided on 12 November 2019 in compliance with the limitations of the (then) article 520ter of the Belgian Companies Code to grant to the members of the (then) Management Committee, within the context of the annual long-term incentive plan, for the period from 1 July 2019 until 30 June 2020, a gross remuneration of €234,000 for the CEO, €131,000 for the CFO and COO each, €121,000 for the CIO and €125,000 for the CLO/CM&AO (the '2019/2020 LTIP'). After deducting withholding taxes, they 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 €89.50 (= the closing share price per 12 December 2019 of €107.40, multiplied with 100/120). In execution of this 'long-term incentive plan', the CEO has acquired 1,215 shares and the (then) Management Committee's members in aggregate have acquired 2,641 shares (CFO and COO each 680 shares; CIO 633 shares and CLO/CM&AO 648 shares). The members of the Management Committee are irrevocably committed to hold these shares for a period of three years, it being understood that (i) a contractual 'claw back' arrangement had been included in the addenda to the management agreements whereby a (partial) return obligation of the shares obtained in execution of the 2019/2020 LTIP was provided for in the event of termination of the management agreements in certain cases and within certain periods and (ii) such claw-back arrangement would lapse, among other things, in the event of a public bid and a change of control over Aedifica. The shares sold by Aedifica were part of the treasury shares held by the Company that were acquired on the stock exchange.
In compliance with the limitations of the (then) Article 520ter of the Belgian Companies Code, the Board of Directors decided on 12 November 2019 to grant to the members of the (then) Management Committee gross remuneration of €234,000 for the CEO, €131,000 each for the CFO and COO, €121,000 for the CIO and €125,000 for the CLO/CM&AO for the period from 1 July 2019 until 30 June 2020, all within the context of the annual longterm incentive plan (the '2019/2020 LTIP'). After deducting withholding taxes, these 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 €89,50 (the closing share price on 12 December 2019 of €107,40, multiplied by 100/120). In execution of this 'long-term incentive plan', the CEO has acquired 1.215 shares and the other members of the (then) Management Committee's members acquired 2.641 shares in aggregate (CFO and COO: 680 shares each; CIO: 633 shares; CLO/CM&AO: 648 shares each). The members of the Management Committee are irrevocably committed to hold these shares for a period of three years, it being understood that (i) a contractual 'claw back' arrangement had been included in the addenda to the management agreements whereby a (partial) return obligation for the shares obtained in execution of the 2019/2020 LTIP was provided for in the event of termination of the management agreements in certain cases and within certain periods and (ii) such claw-back arrangement would lapse, among other things, in the event of a public bid and a change of control of Aedifica. The shares sold by Aedifica were part of the treasury shares held by the Company that were acquired on the stock exchange.
Given the lack of clarity under Belgian law as to the precise scope of said Article 520ter of the Belgian Companies Code and certain adverse shareholders' reactions voiced at the occasion of the last Ordinary General Meeting of 22 October 2019 with respect to certain modalities of the LTIP (notably the provision that the lock-up obligation would lapse in the events of a public offer and a change of control), the Board of Directors decided on 17 December 2020 to amend the terms of the 2019/2020 LTIP plan and of the Ad hoc LTIP (see footnote to reasonably remove any doubt as to the possibility for the Board of Directors to approve the plans (in accordance with (then) Article 520ter Belgian Companies Act (currently 7:91 BCCA)), to accommodate shareholders' concerns and to align the modalities of both LTIP plans with the modalities of the 2020 LTIP. This, as set out in the 2020 LTIP, provides for a vesting scheme spread over a three-year period and for vesting conditions, that are otherwise aligned with what is market practice and generally considered to be acceptable (including the removal of the takeover and change of control clauses from the good leaver exceptions).
At the time of the termination of her management agreement effective 30 October 2020, Ms Laurence Gacoin returned 204 shares acquired under the 2019/2020 LTIP to the Company.
As set out in the remuneration report 2018/2019, the Board of Directors decided on 3 September 2019, with respect to the 2019/2020 financial year, to set the annual variable remuneration of the members of Executive Committee at a maximum amount of 50% of the annual remuneration excluding sundry benefits, post-retirement benefits and 'long-term term incentive plan', whereby the effective amount would be determined by the Board of Directors based on consolidated quantitative and qualitative criteria (weighting factor): EPRA Earnings* per share equal to at least 90% of the budgeted amount (65%), consolidated EBIT margin* (operating result before result on portfolio divided by net rental income) (10%) and other personal targets (25%).
On 22 September 2020, the Board of Directors concluded upon recommendation of the Nomination and Remuneration Committee that all quantitative and qualitative criteria set out in the 2018/2019 Annual Financial Report with respect to the initial twelve-month period of the financial year 2019/2020 (ending 30 June 2020) were met for the payment of the maximum variable remuneration to the members of the Executive Committee for the eriod. During the same meeting, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee also set the quantitative and qualitative criteria for the last six months of the extended financial year (period 1 July 2020 – 31 December 2021).
On 16 March 2021, the Board of Directors concluded, based on the recommendation of the Nomination and Remuneration Committee that all quantitative and qualitative criteria set out in the Board's decision of 22 September 2020 with respect to the last 6 months of the extended financial year 2019/2020 (period 1 July 2020 – 31 December 2020) were met for the payment of the maximum variable remuneration to the members of the Executive Committee for the period.
With the above considerations in mind and given that the individual goals were also met, all Executive Committee members are entitled to 100% of the maximum variable remuneration for the extended financial year (1 July 2020 - 31 December 2021).
| Period 1 July 2019 – 30 June 2020 | Relative weighting | Achievement on 30.06.2020 | ||
|---|---|---|---|---|
| Consolidated EPRA Earnings* per share equal to at least 90% of the budgeted amount (i.e., €3.60 on 30.06.2020, based on a weighted average number of shares over the period of 24,601,158 shares) |
65% | EPRA Earnings* per share of €4.00 based on a weighted average number of shares over the period of 25,031,317 shares Target level exceeded |
||
| Consolidated EBIT margin* (operating result before result on portfolio divided by net rental income) |
10% | Target level exceeded | ||
| Individuals qualitative and organisation-building targets | 25% | Individual targets levels achieved | ||
| Period 1 July 2020 – 31 December 2020 | Relative weighting | Achievement on 31.12.2020 | ||
| Consolidated EPRA Earnings* per share equal to at least 90% of the budgeted amount (i.e., €6.05 on 31.12.2020 (over the extended financial year), based on a weighted average number of shares over the period of 25,853,168 shares) |
80% | EPRA Earnings* per share of €6.14 based on a weighted average number of shares over the period of 26,512,206 shares Target level exceeded |
||
| Consolidated EBIT margin* (operating result before result on portfolio divided by net rental income) |
20% | Target level exceeded |
BELOW MARTHA FLORA HILVERSUM – CARE RESIDENCE IN HILVERSUM (NL)

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 extended financial year 2019/2020, the cost to the Company (rental charge and petrol) was €34.587 excl. VAT for the CEO and a combined total of €75,358 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.
The management agreements signed with the Executive Managers may be terminated either by each party giving notice according to the applicable legal and contractual conditions, or in the following circumstances:
– immediately in case of serious misconduct;
The only case in which a contractual indemnity granted to an 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 within six months after a public takeover bid by Aedifica 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 members.
In an interest to increase transparency of past, current and future remuneration and in alignment with investor interests and the legislative environment, the table below demonstrates the change of remuneration for members of the Board of Directors, the CEO and each of the other members of the Executive Committee (in office over the past financial year) in comparison to performance of the Group and average remuneration of Aedifica employees over a 5-year period.
Since the financial year 2016/2017 (decision of the Annual General Meeting of 28 October 20161 ), the remuneration of the Non-Executive Directors has not been changed, except for:
There were no other changes to the remuneration of the Non-Executive Directors over the last 5 years and thus their remuneration varies thus only from year to year in view of the number of meetings of the Board of Directors and of the Board committees.
| Annual change in % | FY 2015/2016 vs 2014/2015 |
FY 2016/2017 vs 2015/2016 |
FY 2017/2018 vs 2016/2017 |
FY 2018/2019 vs 2017/2018 |
FY 2019/2020 vs 2018/20192 |
|---|---|---|---|---|---|
| Remuneration of the Non-Executive Directors | |||||
| Remuneration of the CEO (total) | |||||
| Stefaan Gielens | 3% | 14% | 7% | 23% | 12% |
| Average remuneration of the other members of the Executive Committee (total) | |||||
| Sven Bogaerts | 33% | 62% | |||
| Ingrid Daerden | 15% | ||||
| Charles-Antoine van Aelst | 28% | 37% | |||
| Laurence Gacoin | 6% | 22% | 8% | 27% | 15% |
| Total cost of Executive Committee (including CEO)3 |
4% | 14% | 37%4 | 14% | 15%6 |
| Company's performance5 | |||||
| Investment properties (including assets held for sale) |
15% | 34% | 13% | 33% | 62% |
| Investment properties (including assets held for sale) + WIP |
23% | 19% | 31% | 25% | 64% |
| Rental income | 20% | 32% | 16% | 29% | 34% |
| EPRA Earnings | 35% | 40% | 22% | 24% | 34% |
| EPRA EPS | 2% | 30% | 3% | 15% | 9% |
| Average remuneration on a full-time equivalent basis of employees of Aedifica NV/SA7 |
|||||
| Employees of the Company | -3.1% | 13.8% | 4.6% | 17.7% | 13.1% |
Taking into account the impact of the growth and internationalisation of the Company on the complexity of the Board decision-making processes, including the required time commitment, and taking into account the need to attract internationally experienced Board profiles, the Board of Directors proposes to the General Meeting of 11 May 2021 to increase gross fixed remuneration (i) for the Chairperson of the Board of Directors from €50,000 to €90,000 and (ii) for the other Non-Executive Directors from €15,000 to €35,000, on an annual basis, starting on 1 January 2021.
This proposal is made upon recommendation of the Nomination and Remuneration Committee after having conducted a benchmarking exercise against the entire BEL 20 index, based on which it appeared that the total annual fee for both the Chairperson and the other members of the Board of Directors falls significantly below the market 25th percentile and is also out of step with the remuneration levels of Aedifica's peers. Subject to the General Meeting's approval of the proposed increases, the revised remuneration levels of the Non-Executive Directors will still not exceed the market 25th percentile.
Moreover, no change is proposed with respect to the attendance fees for meetings of the Board and of its Committees.
See section 8.1.2 of the remuneration policy for more details.
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 proposed remuneration policy.
For the 2021 financial year, the Board of Directors decided on 17 December 2020 that the amount of the annual fixed remuneration of the members of the Executive Committee under their management agreements will remain unchanged (save for indexation), with the exception of the fixed annual remuneration of the CIO which is increased by a gross amount of €25,000 to align it more closely with the remuneration of the other members of the Executive Committee.
Additionally, the Board of Directors decided on 16 March 2021 in application of the Article 7:91 of the Belgian Code on Companies

LEFT WATERFORD CARE HOME – CARE HOME IN WATERFORD (IE)
and Associations to grant to the members of the Executive Committee for the financial year 2021, within the context of the annual long-term incentive plan, a gross remuneration of €175,000 for the CEO and €100,000 for each other members of the Executive Committee, under the same terms and conditions as in the '2020 LTIP' of which the net proceeds will have to be entirely used to acquire Aedifica shares (as described above).
The newly proposed 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 KPI's over the performance cycle. Therefore, in order to avoid a material loss in remuneration over the years 2021 and 2022 for the members of the Executive Committee, the current long-term incentive plan will be extended for the coming two years (2021 and 2022) and will cease to exist in 2023.
A new system of variable remuneration is proposed in the remuneration policy consisting of a short-term and long-term variable remuneration plan with the goal of creating a better alignment of the members of the Executive Committee's variable remuneration with actual company and personal performance (pay-for-performance). Consequently, the existing long-term incentive plan which was previously part of the fixed remuneration will become entirely conditional (subject to the realisation of performance targets) and will thus become part of the variable remuneration.
See section 8.2.1.2 of the remuneration policy for more details.
See section 8.2.2.3 of the remuneration policy for more details.
See section 8.2.2.2 of the remuneration policy for more details.
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 extended 2019/2020 financial year, there was no conflict of interest whatsoever regarding a real estate transaction. The eight conflicts of interest that occurred during the financial year concerned the remuneration of the members of the Executive Committee and the appointment/reappointment of certain non-executive Directors to internal committees (considering the remuneration associated with this). These are explained below.
In application of Article 523 of the Companies Code and Article 37 of the RREC Law, the executive Director (Mr Stefaan Gielens) reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. The other members of the Management Committee (Ms Laurence Gacoin, Ms Ingrid Daerden, Mr Charles-Antoine Van Aelst and Mr Sven Bogaerts), who are not members of the Board of Directors (and thus do not have a conflict of interest in the sense of Article 523 of the Companies Code), reported that they have a conflict of interest in the sense of Article 37 of the RREC Law. All members of the Management Committee left the meeting.
The Chair of the Nomination and Remuneration Committee reported on the meeting of the Nomination and Remuneration Committee, which proposes to establish the gross variable remuneration of the members of the Management Committee as follows:
(i) The variable remuneration for the 2018/2019 financial year consists of an individual (gross) amount equal to at most 50% of the fixed annual gross remuneration without the benefits in kind, the pension plan and the long-term incentive plan. The proposal of the actual amounts has been the subject of an overall valuation by the committee based on the quantitative and qualitative objectives stated in the remuneration report of the 2017/2018 annual financial report and were included in the addenda of the management contracts signed on 4 September 2018. As a reminder, the variable remuneration may only be granted if at least 90% of the EPRA Earnings per share are achieved as stipulated in the budget. Recall that the criteria used (and their weight) for the allocation of the variable remuneration were the following: the EPRA Earnings* per share (weight: 65%), the consolidated operating margin* (operating result before result on portfolio divided by net rental result) (weight: 10%) and others (weight: 25%).
The committee is of the opinion that the Executive Managers have achieved the quantitative objectives. Taking into account the (possibly partial) achievement of the other objectives, the Committee proposes allocating €216,900 to the CEO as variable remuneration and €409,303 to the CFO, COO, CIO and CM&AO combined.
(ii) For the 2019/2020 financial year the committee proposes that the maximum amount of the variable remuneration be fixed at 50% of the fixed annual gross remuneration without the benefits in kind, the pension plan and the long-term incentive plan (the 'theoretical variable remuneration').
The amount actually granted will be determined according to consolidated quantitative and qualitative criteria established and assessed by the Board of Directors. The committee proposes that these criteria be weighted according to their importance. The criteria used for the award of variable remuneration in respect of the 2019/2020 financial year are as follows:
The Chair of the Nomination and Remuneration Committee then reported to the Board of Directors on the deliberations of the committee with regard to the other aspects of the remuneration of the members of the Executive Committee:
BELOW TURUN TEOLLISUUSKATU – CHILDREN DAY-CARE CENTRE IN TURKU (FI)

The Board of Directors approved the proposals of the Nomination and Remuneration Committee.
a committee of the Board of Directors In application of Article 523 of the Companies Code and Article 37 of the RREC Law, Mr Jean Franken, an independent Director, reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. Mr Jean Franken left the meeting in connection with the deliberation and discussion of this agenda item.
The Board of Directors decided, subject to the suspensive condition of the reappointment of Mr Jean Franken as Director by the Ordinary General Meeting of 22 October 2019, to reappoint Mr Jean Franken as member and Chair of the Investment Committee until the end of the directorship mandate of Mr Jean Franken (i.e. at the latest until the end of the Ordinary General Meeting to be held in 2022).
The mandate will be remunerated as decided by the Ordinary General Meeting of 28 October 2016.
In application of Article 523 of the Companies Code and Article 37 of the RREC Law, Mr Eric Hohl, non-executive Director, reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. Mr Eric Hohl left the meeting in connection with the deliberation and discussion of this agenda item.
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors decided during its meeting of 20 June 2019 to propose to the Ordinary General Meeting of 22 October 2019, with effect from 1 July 2019, (i) increasing the fixed annual remuneration of the chair of the Audit Committee to €30,000; and (ii) granting a fixed annual remuneration of €5,000 (in addition to the attendance fees) to the other members of the Audit Committee.
Although Mr Eric Hohl is not formally a member of the Audit Committee, he is ultimately responsible for the internal audit (in accordance with Article 17 of the RREC Law) and is therefore present at meetings of the Audit Committee and involved in the work of the Audit Committee.
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors decided, under the suspensive condition of the approval by the Ordinary General Meeting of 22 October 2019 of the increase of the annual fixed remuneration for the chair of the Audit Committee and the members of the Audit Committee, with effect from 1 July 2019, to grant Mr Eric Hohl an annual fixed remuneration in the amount of €5,000 as remuneration for his special assignment as the person ultimately responsible for the internal audit (in accordance with Article 17 of the RREC Law).

In application of Article 523 of the Companies Code and Article 37 of the RREC Law, the executive Director (Mr Stefaan Gielens) reported that he has a proprietary interest that is in conflict with the company and that he will inform the auditor of this. The other members of the Management Committee (Ms Laurence Gacoin, Ms Ingrid Daerden, Mr Charles-Antoine Van Aelst and Mr Sven Bogaerts), who are not members of the Board of Directors (and thus do not have a conflict of interest in the sense of Article 523 of the Companies Code), reported that they have a conflict of interest in the sense of Article 37 of the RREC Law. All members of the Management Committee left the meeting in connection with the deliberation and discussion of this agenda item.
At its meeting of 22 October 2019, the Board of Directors decided to with incentive plan ('LTIP') for the 2019/2020 financial year from the agenda of the Ordinary General Meeting, in order to further evaluate certain voting advice regarding this item.
The Board of Directors argued that the allocation of the LTIP to the members of the Management Committee is part of the fixed remuneration of the members of the Management Committee. A recent benchmark conducted by specialist independent consultant Willis Towers Watson showed that the remuneration paid to the members of the Executive Committee (including the proposed LTIP for the 2019/2020 financial year) can be considered market-based. The Board of Directors therefore considers that the allocation of the LTIP to the members of the Executive Committee can be accounted for as part of the fixed remuneration for the 2019/2020 financial year.
The Board of Directors took note of the advice of the Nomination and Remuneration Committee to set the lock-up period at three years (without exceptions), instead of two years as previously proposed, and to maintain the previously proposed claw-back arrangement.
To the extent that the shares awarded are acquired definitively by the beneficiary not earlier than three years after allocation, the allocation of shares to members of the Management Committee under a share plan constitutes a matter falling under the authority of the Board of Directors so the Board of Directors can therefore decide on the allocation of the LTIP (with a lock-up period of three years) to members of the Management Committee.
After deliberation, the Board of Directors decided, for the 2019/2020 financial year, to grant the members of the Management Committee the right, within the framework of a 'long-term Incentive plan', to definitively acquire shares for a gross amount of €234,000 (CEO) and €509,000 (for all other members of the Management Committee combined), in application of Article 520ter of the Companies Code. The allocated shares will only be definitively acquired after a period of three years after allocation (without exception). Moreover, the shares will be subject to a 'clawback' arrangement that provides for a (partial) duty to repay the shares received by the beneficiary in the event of the termination of the management agreements in certain cases and in certain periods as described in the (addenda to the) management agreements.
a committee of the Board of Directors In application of Article 7:96 BCCA and Article 37 of the RREC Law, Ms Willekens stated insofar as necessary that she has a proprietary interest that is in conflict with the company and that she will inform the auditor of this. Ms Willekens left the meeting in connection with the deliberation of and decision on this agenda item.
After discussion, the Board of Directors decided unanimously to reappoint Marleen Willekens as Chair of the Audit Committee (subject to the renewal of her directorship mandate by the Extraordinary General Meeting of 8 June 2020).
In application of Article 7:96 BCCA and Article 37 of the RREC Law, Mr Luc Plasman stated insofar as necessary that he has a proprietary interest that is in conflict with the company and that he

will inform the auditor of this. Mr Plasman left the meeting in connection with the deliberation of and decision on this agenda item.
After discussion, the Board of Directors decided unanimously to reappoint Luc Plasman as a member of the Investment Committee and the Nomination and Remuneration Committee (subject to the renewal of his directorship mandate by the Extraordinary General Meeting of 8 June 2020).
Remuneration of the members of the Executive Committee The meeting of the Board of Directors of 3 September 2019 established the amounts and criteria with respect to the variable remuneration of the members of the Executive Committee for the financial year 2019/2020 (ending on 30 June 2020).
Further to the modification of the financial year and the extension of the current financial year until 31 December 2020, the Nomination and Remuneration Committee was requested by the Board of Directors (meeting of 18 June 2020) to prepare a proposal regarding the allocation of the variable remuneration over the period from 1 July 2019 until 31 December 2020.
The Nomination and Remuneration Committee deliberated on Friday 4 September 2020 about this matter and proposes:
The variable remuneration is in principle a (gross) amount which does not exceed 50% of the annual remuneration, excluding benefits in kind, the pension plan and the long term incentive plan. Similarly, the variable remuneration for the period 1 July 2019 – 30 June 2020 should be a (gross) amount which should not exceed 50% of the total remuneration over the same period, excluding benefits in kind, the pension plan and the long-term incentive plan (the 'theoretical variable remuneration'). The proposal of the actual amounts to be allocated to the members of the Executive Committee has been the subject of an overall evaluation by the Nomination and Remuneration Committee on the basis of the quantitative and qualitative objectives set by the Board of Directors of 3 September 2019 (which have been included in the addenda of the management contracts). As a reminder, variable remuneration may only be awarded if at least 90% of the (consolidated) EPRA Earnings per share, as set out in the Board decision of 3 September 2019, is achieved. As a reminder, the criteria used (and their weighting) for awarding the variable remuneration were as follows: the (consolidated) EPRA Earnings* per share (weighting 65%), the consolidated operating margin* (operating result before result on portfolio divided by net rental result) (weighting 10%) and others (weighting 25%).
The Nomination and Remuneration Committee believes that the members of the Executive Committee have achieved the quantitative objectives. Taking into account the (possibly partial) achievement of the other objectives, the Committee proposes to allocate €250,840 as variable remuneration to the CEO and €557,563 to the CFO, COO, CIO and CM&AO together.
(b) Establishment of the amount and the criteria of the variable remuneration for the last six months of the extended financial year (i.e. the period from 1 July 2020 until 31 December 2020)
Proposal to set the maximum amount of the variable remuneration for the period from 1 July 2020 until 31 December 2020 at 50% of the fixed annual gross remuneration excluding benefits in kind, the pension plan and the long term incentive plan, pro rata temporis for the period concerned (the 'theoretical variable remuneration').
The actual amount granted will be determined based on consolidated quantitative and qualitative criteria set and evaluated by the Board of Directors. The Committee proposes that these criteria be set on the basis of criteria that are weighted according to their importance. The proposed criteria for granting the variable remuneration for the period from 1 July 2020 until 31 December 2020 are as follows:
– the consolidated EPRA Earnings per share ('EPS') (quantitative criterion with a weighting of 80%) (the budget for the extended financial year provides in an EPS of €6.05 per share as per 31 December 2020, based on a weighted average number of shares over the period of 25,853,168 shares);
In case of the realisation of an EPS equal to the budget at the end of the extended financial year, 80% of the theoretical variable remuneration is acquired. In the event of the realisation of an EPS at the end of the extended financial year higher or lower than the budget, this part of the theoretical variable remuneration acquired on the basis of this criterion will be adjusted upwards or downwards in a range of 50% to 150% in proportion to the difference between the EPS achieved and the budget insofar as this difference is, respectively, within a range of 10% below and 10% above the budget. In concrete terms, this means that a realized EPS of less than 90% of the budget, will not result in any variable remuneration on the basis of this criterion, and therefore in such case only variable remuneration can be obtained on the basis of, and to the extent that, the other criteria mentioned below are realized. On the other hand, if an EPS of 110% or more of the budget is achieved, this will result in 150% of the part of the theoretical variable remuneration that can be obtained on the basis of this criterion, as the case may be in addition to any part of the theoretical variable remuneration that can be obtained on the basis of the other criteria listed below. In the event of dilution as a result of a possible capital increase during the extended financial year, the EPS will be adjusted to take into account the dilution of the result mathematically resulting from the capital increase.
– the consolidated operating margin (operating result for the result on the portfolio divided by the net rental result) must be at least equal to the budget (quantitative criterion with a weighting of 20%) (the budget for the extended financial year provides for an operating margin of 82,10% as per 31 December 2020).
(c) Establishment of the maximum amount of the variable remuneration for the financial year 2021
For the financial year 2021, the variable remuneration will amount to a maximum of 50% of the annual gross remuneration, excluding benefits in kind, the pension plan and the long-term incentive plan. The award criteria will be determined at a later date.
(d) Determination of the amounts of the fixed remuneration of the members of the Executive Committee for the period from 1 July 2020 until 31 December 2020
Additionally, the Nomination and Remuneration Committee also proposes with respect to the other aspects of the remuneration of the members of the Executive Committee, for the last six months of the extended financial year (i.e. the period from 1 July 2020 until 31 December 2020):
The above aggregate amount will be adapted to and is still subject to a pro rata temporis adaptation of the remuneration of the COO in view of the contractual arrangements in respect of her departure per 31 October 2020.
b. the maximum variable remuneration (theoretical maximum on an annual basis): €289,961 (without indexation), based on the abovementioned criteria.
The above proposed resolutions are unanimously approved by all members of the Board of Directors that participated in the deliberation and voting process. In application of article 7:96 of the BCCA, the Executive Directors did not participate in this process.
Remuneration of the members of the Executive Committee In application of section 7:96 of the Belgian Code on Companies and Associations and section 37 of the BE-REIT Act, the Executive Directors report that they each have an interest of a patrimonial nature that is contrary to the Company and that they will inform the Statutory Auditor thereof. This conflict of interest arises because the Board of Directors will deliberate and resolve on certain elements of the remuneration of the Executive Directors (in their capacity of member of the Executive Committee). All Executive Directors leave the meeting during the deliberations with respect to these agenda items.
Further to the Company achieving its long-term strategy to become a pure-play investor in European healthcare real estate, the Board of Directors on May 14, 2019 decided to grant the members of the (then) management committee, within the framework of the longterm incentive plan, a one-off additional gross remuneration, the 'Ad Hoc LTIP'. The managers used the net cash to invest in shares of the Company. They irrevocably committed to hold these shares for a period of 3 years.
Additionally, and in line with past practice, the members of the (then) management committee also received a gross remuneration in the context of the annual long-term incentive plan, the 'LTIP 2019/2020'. This annual LTIP was approved by the Board of Directors of November 12, 2019. The managers used the net cash to invest in shares of the Company. Moreover, they irrevocably committed to hold these shares for a period of 3 years, it being understood that (i) a contractual claw back arrangement has been included in the addenda to the management agreements whereby a (partial) return obligation of the shares obtained in execution of the LTIP 2019/2020 is provided for in the event of termination of the management agreements in certain cases and within certain periods and (ii) such claw-back arrangement will lapse, among other things, in the event of a public bid and a change of control over Aedifica.
Both plans were decided by the Board of Directors pursuant to (then) article 520ter of the Belgian Companies Code (currently 7:91 BCCA).
In view of the unclarity under Belgian law as to the precise scope of said article 520ter of the Belgian Companies Code and the adverse shareholders' reactions received at the occasion of the last ordinary general meeting with respect to certain modalities of the LTIP (namely, the lapse of lockup period in case of change of control), it is deemed advisable to amend the terms of the 2019/2020 LTIP and the Ad Hoc LTIP to reasonably remove any doubt as to the possibility for the Board of Directors to approve the plans (in accordance with (then) article 520ter Belgian Companies Act (currently 7:91 BCCA)), to accommodate shareholders concerns and to align the modalities of both LTIP plans. This, by providing for a vesting scheme spread over a three-year period and for vesting conditions, that are otherwise aligned with what is market practice and generally considered to be acceptable (including the removal of the takeover and change of control exceptions in the good leaver exceptions).
It is thus proposed to amend the 2019/2020 LTIP as follows with respect to each of the members of the Executive Committee:
It is thus also proposed to amend the Ad Hoc LTIP as follows with respect to each of the members of the Executive Committee:
The Board of Directors discusses the above proposals and takes note of the fact that the proposed amendments have been considered following legal advice received as to what can be deemed reasonable to remove any doubts as to the possibility for the Board of Directors to (have) approve(d) the plan.
The Board further considers that in proceeding on such basis, the terms of the Ad Hoc LTIP and the 2019-2020 LTIP would be fully aligned and provide for a 3 year vesting period with claw back effect in case of bad leaver as required further to (then) article 520ter (currently 7:91 BCCA), the reimbursement undertaking of the Company reasonably being deemed compliant with the same in view of the fact that the shares were not granted for free but against payment of the net amount of the cash grant that was intended to be definitively acquired to the managers.
The arrangement at the same time settles in a mutually satisfactory manner the waiver of certain acquired rights under both plans which the members of the Executive Committee have voluntarily agreed to for such purposes and can thus be deemed in the interest of the Company.
After deliberation, the Board of Directors decides unanimously to amend the 2019/2020 LTIP and Ad Hoc LTIP.
The meeting of the Board of Directors of November 12, 2019 granted to the members of the Executive Committee the right to participate in the 'long term incentive plan' for the financial year 2019/2020 (period July 1, 2019 – June 30, 2020) (see above, the 2019/2020 LTIP). Meanwhile, the financial year was extended until December 31, 2020 by decision of the General Meeting of June 8, 2020.
Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors decides to grant the members of the Executive Committee the right to participate in the 'long term incentive plan' for the last six months of the prolonged financial year (i.e., for the period as from July 1, 2020 until December 31, 2020) for a gross amount of €87,500 (CEO) and €50,000 (each other member of the Executive Committee) under the same terms and conditions as the (amended – see supra) 2019/2020 LTIP.
Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors decides that the amount of the annual remuneration of the members of the Executive Committee for 2021 is not adapted (save for indexation), with the exception of the fixed annual remuneration of the CIO which is increased with a gross amount of €25.000 to align it more closely with the remuneration of the other members of the Executive Committee.
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.
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 22 April 2020 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 management report) was increased on 28 April 2020 by €64,916,982.75 to bring it from €649,170,038.59 to €714,087,021.34. 2,460,115 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company's profits for the 2019/2020 financial year as from 28 April 2020.
Within the scope of the authorised capital (see section 3.2 of the management report), and by a decision of the Board of Directors of 9 July 2020, the capital was increased by €11,494,413.08 to bring the amount of €714,087,021.34 to €725,581,434.42 via a contribution in kind. 435,596 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 2019/2020 financial year as of 28 April 2020.
Pursuant to a decision by the Board of Directors of 13 October 2020 to increase the capital within the scope of the authorised capital by contribution in cash, with cancellation of the preferential right and allocation of irreducible priority allocation rights, the capital (see section 3.2 of the management report) was increased by €145,116,265.78 on 27 October 2020, to raise it from €725,581,434.42 to €870,697,700.20. 5,499,373 new shares, with no nominal value, were issued. Those new shares will participate pro rata temporis in the Company's profits for the 2019/2020 financial year as of 27 October 2020.
Within the scope of the authorised capital (see section 3.2 of the management report), and by a decision of the Board of Directors of 17 December 2020, the capital was increased by €2,383,608.52 to bring the amount of €870,697,700.20 to €873,081,308.72 via a contribution in kind. 90,330 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 2019/2020 financial year as from 27 October 2020.
An appropriate explanation regarding the conditions and the actual consequences of the capital increase of 27 October 2020, whereby the preferential right of the shareholders was cancelled and an irreducible priority allocation right was granted, 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 13 October 2020. 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.
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 2020, the capital amounts to €873,081,308.72. It is represented by 33,086,572 shares, each representing 1/33,086,572nd 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 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 33,086,572 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.
As at 31 December 2020, Aedifica did not own any of its own shares.
Shareholder agreements known to Aedifica that may restrict the transfer of securities and/or the exercise of voting rights As far as Aedifica is aware, there are no shareholder agreements that may restrict the transfer of securities and/or the exercise of voting rights.
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:
1) 50% of the capital amount on the date of the Extraordinary General Meeting of 8 June 2020, rounded down to the euro cent, if applicable, for capital increases by way of contribution in cash, whereby a provision is made for the possibility of exercising the statutory preferential subscription right or the priority allocation right by the shareholders of the Company,
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 8 June 2020 in the Appendices to the Belgian Official Gazette.
As at 31 December 2020, the balance of the authorised capital amounts to 1) €211,927,244.89 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) €357,043,510.67 for capital increases within the framework of the distribution of an optional dividend, and 3) €57,530,680.53 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 (€714,087,021.34), the Company is able to raise its capital by €555,092,733.96.
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 Companies and Associations Code, subject to notification of the transaction to the FSMA. As at 31 December 2020, Aedifica had pledged 2,508 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 similar change of control clause.
In addition, 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.
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 agreements established in the course of the past financial year and in the above-mentioned Note Purchase Agreement, for which approval of the change of control clause will be requested at the General Meeting of 11 May 2021.
Agreements established between Aedifica and its Directors or employees providing for compensation if, following a public takeover bid, the Directors resign or must resign without a valid reason or the employment of the employees is terminated
If the management agreement with the CEO is terminated within six months of a public takeover bid by one of the parties without serious misconduct, the CEO is entitled to a severance payment equal to eighteen months' remuneration.
No such contractual clause was included in the agreements established with the other members of the Executive Committee or with Aedifica employees.
BELOW DE KAAP – CARE HOME IN HOOGEVEEN (NL)


As our slogan "housing with care" demonstrates, sustainable entrepreneurship is deeply embedded in Aedifica's DNA. 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 enterprise goes hand in hand with supporting the people and communities around us, without this compromising our planet.

We have identified all key sustainability issues relevant for the healthcare real estate sector and have developed an ambitious ESG action plan that will be implemented by 2025, thereby assuming our responsibilities towards society. Based on the 'Sustainable Development Goals' (SDG's) of the United Nations, the ESG action plan sets out the long-term environmental, social and governance (ESG) goals that Aedifica wants to achieve.
All information concerning Aedifica's corporate social responsibility efforts can be found in the 2020 sustainability report, which is available on Aedifica's website as from 31 May 2021 (https:// aedifica.eu/sustainability).

The 2025 ESG Action Plan 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 2020 Sustainability report and subsequent editions, Aedifica will provide an update on the Group's progress.

In our ESG action plan, we set out how we will deliver on our pledge to reduce the environmental footprint of our portfolio. Amongst other things, this includes focusing on the life cycle assessment of our properties, the adaptation to climate change, efficient energy management and innovation in buildings. Three key objectives are described below:
To emphasise Aedifica's commitment to achieving these objectives, in 2020, Aedifica developed a Sustainable Finance Framework. The proceeds from the financial instruments that will be issued under this framework will be used exclusively for the financing/refinancing of sustainable buildings, projects concerning energy efficiency and projects of a social nature. In 2020, Aedifica completed a first private placement €40 million that was used to refinance sustainable buildings.
We continue to involve our stakeholders actively by engaging with them proactively and maintaining good relations. In this way, we try to understand their needs and discuss the issues that they consider important. This open attitude underpins our identity and long-term vision. Our stakeholders have been clearly defined (see diagram) and we see it as our duty to listen and enter into dialogue with them. This is expressed, for example, in our continuous availability to our operators. We organise formal and informal contact moments. In order to optimise this contact, we also want to know from them what could be improved and have started with satisfaction surveys since 2019/2020 (both for employees and for care providers).
for external suppliers and service providers
CO2 emission reduction per m²

of our locations have an energy monitoring system


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 subjects such as, amongst other things, sustainability and human rights.
Our commitments are underpinned by the supporting of:

Since 2020, Aedifica has endorsed the UN Global Compact, the UN initiative for corporate social responsibility, and its principles in the areas of human rights, labour, environment and anti-corruption.
Aedifica's sustainability report on the Group's corporate social responsibility efforts in 2019 (published in May 2020) was awarded the "EPRA sBPR Gold Award" and received a GRESB score of 57.


RIGHT BRIDHAVEN – CARE HOME IN MALLOW (IE)





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 118 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 16 March 2021. 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 19 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.
Aedifica anticipates these risks by pursuing a diversified investment policy in terms of the geographical spread, care providers and healthcare real estate segments.
LEFT SPORENPARK – CARE HOME IN BERINGEN (BE)

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 degree of diversification of the Group 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 2020, Aedifica had a diversified tenant base of more than 100 operator groups. The five largest tenant groups represent 37% of Aedifica's contractual rents and the largest tenant group (Korian) represents only 13% (see page 84 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.
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 19 years, the future like-forlike 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. €2.1 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.
RIGHT ZUR ALTEN LINDE – CARE HOME IN RATHENAU (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 currently arise from the COVID-19 pandemic is the impact of this pandemic on the 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, the availability of vaccines and the speed of vaccination programme implementations, 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 19 – Our strategy), the pandemic will not have a material impact on the long-term demand for healthcare real estate.
As of 31 December 2020, the pandemic had no material impact on the results of the Group (see also the COVID-19 update in section 2 of the Management Report on page 41).
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 as compared to 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 169) 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 2020, the charges on the provisions for doubtful debts amounted to approx. €3.3 million on approx. €259.5 million in rental income. A loss of €10 million in rental income would reduce earnings per share by approx. €0.38. 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 2020, a change of 1% in the fair value of investment properties would have an impact of approx. €37.6 million on the net income, approx. €1.42 on the net asset value per share and approx. 0.4% on the consolidated debtto-assets ratio. Over the course of the financial year (18 months), the fair value of marketable investment properties increased by 1.9%.
Aedifica acquires buildings under 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:
Through the demographically driven increasing demand healthcare real estate is a resilient real estate segment with a strong growth potential.
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 2020, Aedifica's total investment budget for development projects amounts to approx. €756 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 long-term relationships with its tenants and the Group regularly monitors the quality of its portfolio and invests in renovations where necessary, 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.

RIGHT RICHMOND MANOR – CARE HOME IN AMPTHILL (UK)
BELOW HUIZE ERESLOO – CARE RESIDENCE IN EERSEL (NL)

A substantial part of Aedifica's financial debts are floating-rate borrowings. This allows Aedifica to benefit, when applicable, 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. As of 31 December 2020, 79% (30 June 2019: 98%) of the amounts drawn in euro on variable-rate credit lines were covered by hedging instruments (swaps and caps). Including the credit lines in British pounds, the hedging rate is 70%.
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 2020, the consolidated debt-to-assets ratio amounted to 43.2%. Section 4.3 of the Management Report also sets out Aedifica's additional theoretical debt capacity, taking into account the maximum permitted debt-to-assets ratio for regulated real estate companies (65% of total assets), or the bank covenants (60% of total assets).
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:
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 the 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 2020, Aedifica has drawn €1,378 million (30 June 2019: €744 million) from the total amount of €1,971 million of confirmed bank financing and medium-term notes. The remaining headroom (€593 million), including the funding secured in early 2021 (see section 3.1 of the Management Report), is sufficient to cover Aedifica's short-term financial needs as well as the existing development projects until the end of the 2021 financial year. The financial plan for 2021 includes total net investments amounting to approx. €740 million, to be paid in cash. This mainly concerns payments in the context of the committed pipeline of development projects (approx. €432 million), payments related to the acquisitions announced since 1 January 2021 (€83 million) and additional potential investments for which there is no commitment yet amounting to approx. €225 million (see section 5 of the Management Report).
Aedifica aims to further diversify its financing sources. In this context, Aedifica launched a programme to issue treasury notes with varying maturities in 2018. 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. €23.5 million as of 31 December 2020 (at consolidated level).
Aedifica earns approx. 24% 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 GBP/EUR exchange rate risk and its impact on Aedifica's result, if and when it is deemed necessary.
A 10% change of the GBP/EUR exchange rate has an impact of approx. €63.5 million on the fair value of the Group's investment properties located in the United Kingdom, approx. €6.1 million on the Group's annual rental income and approx. €1.1 million on the Group's net result.
Aedifica's activities in Sweden are currently still limited (approx. 1% of revenues), which means the SEK/EUR exchange rate risk is not yet considered material. As activities in Sweden grow, exchange rate fluctuations will have a greater impact on the value of investment properties and rental income.
Signing a credit facility or hedging instrument with a financial institution generates a counterparty risk in the event of counterparty default. To mitigate this risk, Aedifica trades with several reputable European banks to ensure the diversification of counterparties for its financing and for the hedging instruments. By ensuring a diversified base of the counterparties (see Note 36 of the Consolidated Financial Statements), the Group seeks to mitigate the risk associated with these banking counterparties. The banking counterparties for hedging instruments are, in descending order of importance, ING, BNP Paribas Fortis, KBC and Banque Européenne du Crédit Mutuel.
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 it receives and (ii) the expenses and costs that are not deductible as business expenses, other than writedowns 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 abroad, the Group may be subject to local taxes. The subsidiaries of the Company in Germany, Luxembourg, The Netherlands, the United Kingdom, Finland and Sweden are also subject to the provisions of the common corporate income tax laws that are applicable there.
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

LEFT KLEIN VELDEKENS – CARE CAMPUS IN GEEL (BE)
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 60% of their real estate directly or indirectly in 'healthcare real estate' (Article 269, §1, 3° of the Belgian Income Tax Code '92). 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. As Aedifica invests more than 60% 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 60% 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.
RIGHT DE STATENHOF – CARE HOME IN LEIDEN (NL)
BELOW LAHDEN VALLESMANNINKATIE – SERVICE COMMUNITY IN LAHTI (FI)


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
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. In addition, an ERP system was implemented within the Group in 2020. 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 a business 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 business model is that it can be easily rolled out to new markets.
RIGHT HUIZE DE COMPAGNIE – CARE RESIDENCE IN EDE (NL)
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. 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 business 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 manager who is assisted by an external partner in managing the IT infrastructure (hardware and software) and in the security and storage of the data. Furthermore, a cyber security policy has been signed, which insures the Group against various types of cybercrime. However, the Group cannot completely eliminate IT risks.
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: not only must the Group 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. 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 15-year track record and it remains in 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 28%. Aedifica's growth contributes to the premium included in the share price compared to the net asset value per share (on 31 December 2020, 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.
As Aedifica invests more than 60% of its portfolio in healthcare real estate, shareholders benefit from a reduced withholding tax rate of 15%.
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.
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 ESG 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 with regard to its environmental, social and governance (ESG) objectives and perfomance, 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 ESG action plan, which is communicated transparently in the Sustainability Report. In addition, the Group has entered into a dialogue with its tenants to raise their awareness of ESG measures and to support them in complying with these measures.

1 Please see the sustainability report for a complete overview of the ESG risks.

LEFT -
AGO DRESDEN – CARE HOME IN DRESDEN (DE)
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. 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.


other financial liabilities
investment properties
Note 25: Deferred taxes 216 Note 26: Trade receivables 216 Note 27: Tax receivables and other current assets 217 Note 28: Cash and cash equivalents 217 Note 29: Deferred charges and accrued income 217 Note 30: Equity 218 Note 31: Provision 219 Note 32: Borrowings 220 Note 33: Hedging instruments 222 Note 34: Trade payables and other current debts 225 Note 35: Accrued charges and deferred income 225 Note 36: Financial risk management 226 Note 37: Contingencies and commitments 229 Note 38: Acquisitions and disposals of 231
| Note 43: | Put options granted to | 240 | |||
|---|---|---|---|---|---|
| 1.2 CONSOLIDATED STATEMENT OF | 184 | non-controlling shareholders | |||
| COMPREHENSIVE FINANCIAL INCOME | Note 44: | Alternative Performance Measures (APMs) | 240 | ||
| 1.3 CONSOLIDATED BALANCE SHEET | 184 | Note 45: | Business combinations | 244 | |
| 1.4 CONSOLIDATED CASH FLOW STATEMENT | 186 | ||||
| 1.5 CONSOLIDATED STATEMENT | 187 | 1.7 AUDITOR'S REPORT | 245 | ||
| OF CHANGES IN EQUITY | |||||
| 1.6 NOTES TO THE CONSOLIDATED | 189 | 2. ABRIDGED STATUTORY | 251 | ||
| FINANCIAL STATEMENTS | FINANCIAL STATEMENTS | ||||
| 2019/2020 | |||||
| Note 1: | General information | 189 | ABRIDGED STATUTORY STATEMENT OF | 252 | |
| Note 2: | Accounting policies | 189 | COMPREHENSIVE INCOME | ||
| Note 3: | Operating segments | 197 | ABRIDGED STATUTORY BALANCE SHEET | 252 | |
| Note 4: | Net rental income | 202 | |||
| Note 5: | Property result | 203 | ABRIDGED STATUTORY STATEMENT OF | 254 | |
| Note 6: | Property operating result | 203 | CHANGES IN EQUITY | ||
| Note 7: | Overheads | 204 | ABRIDGED STATUTORY | 256 | |
| Note 8: | Other operating income and charges | 205 | APPROPRIATION ACCOUNT | ||
| Note 9: | Gains and losses on disposals of | 205 | CORRECTED PROFIT AS DEFINED IN | 257 | |
| investment properties | THE RD OF 13 JULY 2014 | ||||
| Note 10: | Gains and losses on disposals of | 206 | ABRIDGED STATUTORY STATEMENT OF | ||
| other non-financial assets | |||||
| Note 11: | Changes in fair value of investment properties | 206 | CHANGES IN EQUITY | ||
| Note 12: Note 13: |
Other result on portfolio Financial income |
206 206 |
AFTER APPROPRIATION OF THE YEAR'S RESULT | 257 | |
| Note 14: | Net interest charges | 207 | |||
| Note 15: | Other financial charges | 207 | STANDING DOCUMENTS | 258 | |
| Note 16: | Changes in fair value of financial | 208 | |||
| assets and liabilities | GLOSSARY | 275 | |||
| Note 17: | Share in the profit or loss of | 208 | |||
| associates and joint ventures | |||||
| Note 18: | Tax | 209 | |||
| Note 19: | Earnings per share | 210 | |||
| Note 20: | Goodwill | 211 | |||
| Note 21: | Intangible asstes | 212 | |||
| Note 22: | Investment properties | 212 | |||
| Note 23: | Other tangible assets | 215 | |||
| Note 24: | Non-current financial assets and | 215 |
Note 39: Post-closing events 233 Note 40: List of subsidiairies, associates 233
Note 41: Belgian RECC status 239 Note 42: Fair value 239
and joint ventures
1 – Aedifica – Annual Financial Report 2019/2020
| (x €1,000) | Notes | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|
|---|---|---|---|---|---|---|
| I. | Rental income | 4 | 259,505 | 187,535 | 139,585 | 118,413 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | 0 | 0 | |
| III. | Rental-related charges | 4 | -3,344 | -2,752 | -641 | -41 |
| Net rental income | 256,161 | 184,783 | 138,944 | 118,372 | ||
| IV. | Recovery of property charges | 5 | 0 | 0 | 9 | 59 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
5 | 3,810 | 3,499 | 2,315 | 2,751 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
5 | 0 | 0 | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties |
5 | -3,810 | -3,499 | -2,315 | -2,751 |
| VIII. | Other rental-related income and charges | 5 | 53 | -10 | -159 | -820 |
| Property result | 256,214 | 184,773 | 138,794 | 117,611 | ||
| IX. | Technical costs | 6 | -680 | -544 | -491 | -1,077 |
| X. | Commercial costs | 6 | -358 | -329 | -128 | -317 |
| XI. | Charges and taxes on unlet properties | 6 | 0 | 0 | 23 | -58 |
| XII. | Property management costs | 6 | -6,246 | -4,396 | -3,767 | -2,763 |
| XIII. | Other property charges | 6 | -1,227 | -876 | -1,624 | -1,470 |
| Property charges | -8,511 | -6,145 | -5,987 | -5,685 | ||
| Property operating result | 247,703 | 178,628 | 132,807 | 111,926 | ||
| XIV. | Overheads | 7 | -36,096 | -27,096 | -17,609 | -14,692 |
| XV. | Other operating income and charges | 8 | 15 | 22 | -123 | -92 |
| Operating result before result on portfolio | 211,622 | 151,554 | 115,075 | 97,142 | ||
| XVI. | Gains and losses on disposals of investment properties | 9 | -559 | -1,827 | 8,659 | 7,321 |
| XVII. | Gains and losses on disposals of other non-financial assets | 10 | 0 | 0 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 11 | 25,049 | 5,070 | 70,201 | 63,317 |
| XIX. | Other result on portfolio | 12 | 0 | 0 | 132 | 0 |
| Operating result | 236,112 | 154,797 | 194,067 | 167,780 | ||
| XX. | Financial income | 13 | 478 | 488 | -247 | 154 |
| XXI. | Net interest charges | 14 | -33,688 | -25,135 | -18,204 | -17,193 |
| XXII. | Other financial charges | 15 | -5,545 | -3,676 | -3,515 | -3,129 |
| XXIII. | Changes in fair value of financial assets and liabilities | 16 | -2,169 | -5,587 | -3,699 | -7,304 |
| Net finance costs | -40,924 | -33,910 | -25,665 | -27,472 | ||
| XXIV. | Share in the profit or loss of associates and joint ventures accounted for using the equity method |
17 | 4,575 | 1,978 | 3,731 | 1,134 |
| Profit before tax (loss) | 199,763 | 122,865 | 172,133 | 141,442 | ||
| XXV. | Corporate tax | 18 | -26,401 | -18,856 | -14,998 | -10,136 |
| XXVI. | Exit tax | 18 | 60 | 112 | -89 | -578 |
| Tax expense | -26,341 | -18,744 | -15,087 | -10,714 | ||
| Profit (loss) | 173,422 | 104,121 | 157,046 | 130,728 | ||
| Attributable to: | 0 | 0 | 0 | 0 | ||
| Non-controlling interests | 354 | 227 | 3,143 | 7,231 | ||
| Owners of the parent | 173,068 | 103,894 | 153,903 | 123,497 | ||
| Basic earnings per share (€) | 19 | 6.53 | 3.78 | 6.85 | 6.41 | |
| Diluted earnings per share (€) | 19 | 6.52 | 3.78 | 6.85 | 6.41 |
The income statement covers the 18-month period from 1 July 2019 to 31 December 2020. In order to allow comparison with the previous period, the figures were derived on a 12-month basis (with the exception of the denominators (IAS 33) which were recalculated for each period). The periods 12/2020 (18 months) and 06/2019 (12 months) were audited. For the other two restated periods, the auditors conducted a number of review procedures and no issues were identified.
Aedifica – Annual Financial Report 2019/2020 – 2
| (x €1,000) | 30/06/2019 (12 months) |
|||
|---|---|---|---|---|
| I. | Profit (loss) | 173,422 | 130,728 | |
| 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 |
-3,419 | -9,620 | |
| D. | Currency translation differences linked to conversion of foreign activities | -6,092 | -4,093 | |
| H. | Other comprehensive income, net of taxes | 5,149 | -3,466 | |
| Comprehensive income | 169,061 | 113,549 | ||
| Attributable to: | ||||
| Non-controlling interests | 354 | 7,231 | ||
| Owners of the parent | 168,707 | 106,318 |
| ASSETS Notes |
31/12/2020 | 30/06/2019 | ||
|---|---|---|---|---|
| (x €1,000) | ||||
| I. | Non-current assets | |||
| A. | Goodwill | 20 | 161,726 | 0 |
| B. | Intangible assets | 21 | 1,790 | 407 |
| C. | Investment properties | 22 | 3,808,539 | 2,315,709 |
| D. | Other tangible assets | 23 | 2,813 | 1,326 |
| E. | Non-current financial assets | 24 & 33 | 1,162 | 307 |
| F. | Finance lease receivables | 0 | 0 | |
| G. | Trade receivables and other non-current assets | 0 | 0 | |
| H. | Deferred tax assets | 25 | 2,902 | 0 |
| I. | Equity-accounted investments | 17 | 36,998 | 33,931 |
| Total non-current assets | 4,015,930 | 2,351,680 | ||
| II. | Current assets | |||
| A. | Assets classified as held for sale | 22 | 6,128 | 5,240 |
| B. | Current financial assets | 0 | 0 | |
| C. | Finance lease receivables | 0 | 0 | |
| D. | Trade receivables | 26 | 12,698 | 11,216 |
| E. | Tax receivables and other current assets | 27 | 5,177 | 1,257 |
| F. | Cash and cash equivalents | 28 | 23,546 | 15,405 |
| G. | Deferred charges and accrued income | 29 | 3,696 | 1,329 |
| Total current assets | 51,245 | 34,447 | ||
| TOTAL ASSETS | 4,067,175 | 2,386,127 |
3 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 2
(18 months)
30/06/2019 (12 months)
0 0
-3,419 -9,620
1.2 Consolidated Statement of Comprehensive Income
II. Other comprehensive income recyclable under the income statement
properties
Attributable to:
1.3 Consolidated Balance Sheet
IFRS
(x €1,000)
I. Non-current assets
II. Current assets
(x €1,000) 31/12/2020
A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment
B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under
I. Profit (loss) 173,422 130,728
D. Currency translation differences linked to conversion of foreign activities -6,092 -4,093 H. Other comprehensive income, net of taxes 5,149 -3,466 Comprehensive income 169,061 113,549
ASSETS Notes 31/12/2020 30/06/2019
A. Goodwill 20 161,726 0 B. Intangible assets 21 1,790 407 C. Investment properties 22 3,808,539 2,315,709 D. Other tangible assets 23 2,813 1,326 E. Non-current financial assets 24 & 33 1,162 307 F. Finance lease receivables 0 0 G. Trade receivables and other non-current assets 0 0 H. Deferred tax assets 25 2,902 0 I. Equity-accounted investments 17 36,998 33,931 Total non-current assets 4,015,930 2,351,680
A. Assets classified as held for sale 22 6,128 5,240 B. Current financial assets 0 0 C. Finance lease receivables 0 0 D. Trade receivables 26 12,698 11,216 E. Tax receivables and other current assets 27 5,177 1,257 F. Cash and cash equivalents 28 23,546 15,405 G. Deferred charges and accrued income 29 3,696 1,329 Total current assets 51,245 34,447
TOTAL ASSETS 4,067,175 2,386,127
Non-controlling interests 354 7,231 Owners of the parent 168,707 106,318
| EQUITY AND LIABILITIES | Notes | 31/12/2020 | 30/06/2019 | |
|---|---|---|---|---|
| (x €1,000) | ||||
| EQUITY | 30 | |||
| I. | Issued capital and reserves attributable to owners of the parent | |||
| A. | Capital | 836,401 | 624,713 | |
| B. | Share premium account | 1,054,109 | 565,068 | |
| C. | Reserves | 106,733 | 116,271 | |
| a. Legal reserve | 0 | 0 | ||
| b. Reserve for the balance of changes in fair value of investment properties | 288,647 | 171,274 | ||
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-85,908 | -40,977 | ||
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-23,233 | -24,960 | ||
| 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 | -18,991 | ||
| f. Reserve of exchange differences relating to foreign currency monetary items | 0 | -4,573 | ||
| g. Foreign currency translation reserves | -14,757 | -4,093 | ||
| h. Reserve for treasury shares | 0 | 0 | ||
| k. Reserve for deferred taxes on investment properties located abroad | -9,463 | -3,824 | ||
| m. Other reserves | -1,806 | 796 | ||
| n. Result brought forward from previous years | -25,241 | 41,619 | ||
| o. Reserve- share NI & OCI of equity method invest | 4,395 | 0 | ||
| D. | Profit (loss) of the year | 173,068 | 123,497 | |
| Equity attributable to owners of the parent | 2,170,311 | 1,429,549 | ||
| II. | Non-controlling interests | 2,625 | 103 | |
| TOTAL EQUITY | 2,172,936 | 1,429,652 | ||
| LIABILITIES | ||||
| I. | Non-current liabilities | |||
| A. | Provisions | 31 | 0 | 0 |
| B. | Non-current financial debts | 32 | 1,062,297 | 584,193 |
| a. Borrowings | 985,412 | 569,226 | ||
| c. Other | 76,885 | 14,967 | ||
| C. | Other non-current financial liabilities | 24 | 108,060 | 52,774 |
| a. Authorised hedges | 33 | 51,220 | 48,170 | |
| b. Other | 56,840 | 4,604 | ||
| D. | Trade debts and other non-current debts | 0 | 0 | |
| E. | Other non-current liabilities | 0 | 0 | |
| F. | Deferred tax liabilities | 25 | 74,609 | 11,848 |
| Non-current liabilities | 1,244,966 | 648,815 | ||
| II. | Current liabilities | |||
| A. | Provisions | 31 | 0 | 0 |
| B. | Current financial debts | 32 | 604,402 | 272,317 |
| a. Borrowings | 313,902 | 172,317 | ||
| c. Other | 290,500 | 100,000 | ||
| C. | Other current financial liabilities | 24 | 2,077 | 0 |
| D. | Trade debts and other current debts | 34 | 32,067 | 27,044 |
| a. Exit tax | 2,295 | 3,106 | ||
| b. Other | 29,772 | 23,938 | ||
| E. | Other current liabilities | 0 | 0 | |
| F. | Accrued charges and deferred income | 35 | 10,727 | 8,299 |
| Total current liabilities | 649,273 | 307,660 | ||
| TOTAL LIABILITIES | 1,894,239 | 956,475 | ||
| TOTAL EQUITY AND LIABILITIES | 4,067,175 | 2,386,127 |
Aedifica – Annual Financial Report 2019/2020 – 4
| (x €1,000) | Notes | 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit (loss) | 19 | 173,068 | 123,497 |
| Non-controlling interests | 354 | 7,231 | |
| Tax expense | 18 | 26,342 | 10,134 |
| Amortisation and depreciation | 5 & 7 | 2,035 | 651 |
| Write-downs | 3,353 | 10 | |
| Change in fair value of investment properties (+/-) | 11 | -25,049 | -63,317 |
| Gains and losses on disposals of investment properties | 9 | 559 | -7,322 |
| Net finance costs | 13 & 14 & 15 | 38,755 | 27,472 |
| Changes in fair value of the derivatives° | 16 | 2,169 | 0 |
| Goodwill impairment | 12 | 0 | 0 |
| Change in fair value of investments in entities consolidated through equity method | 17 | -3,067 | -1,134 |
| Changes in trade receivables (+/-) | -4,360 | -4,297 | |
| Changes in tax receivables and other current assets (+/-) | -966 | -1,073 | |
| Changes in deferred charges and accrued income (+/-) | -748 | -717 | |
| Changes in trade payables and other current debts (excl. exit tax) (+/-) | -625 | -7,095 | |
| Changes in accrued charges and deferred income (+/-) | -459 | 5,612 | |
| Changes in net assets resulting from foreign exchange differences linked to the conversion of | -17,523 | 0 | |
| foreign operations (+/-)°° | |||
| Cash generated from operations | 193,838 | 89,652 | |
| Taxes paid | -12,736 | -894 | |
| Net cash from operating activities | 181,102 | 88,758 | |
| CASH FLOW RESULTING FROM INVESTING ACTIVITIES | |||
| Goodwill | 20 | -161,726 | 0 |
| Purchase of intangible assets | -1,274 | -62 | |
| Purchase of real estate companies and marketable investment properties | -707,576 | -654,405 | |
| Purchase of tangible assets | -1,559 | 549 | |
| Purchase of development projects | -360,691 | -109,508 | |
| Disposals of investment properties | 23,348 | 65,297 | |
| Net changes in non-current receivables | -606 | -247 | |
| Net investments in other assets | 0 | 96,325 | |
| Net cash from investing activities | -1,210,084 | -602,051 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Capital increase, net of costs°°° | 654,125 | 408,702 | |
| Disposals of treasury shares | 0 | 0 | |
| Dividend for previous fiscal year and interim dividend | -130,158 | -28,119 | |
| Net changes in borrowings | 540,776 | 106,555 | |
| Net changes in other non-current financial liabilities | 12,163 | 99,493 | |
| Net financial items received (+) / paid (-) | -39,783 | -18,474 | |
| Repayment of financial debts of acquired or merged companies°°°° | 0 | -21,579 | |
| Repayment of working capital of acquired or merged companies°°°° | 0 | -28,469 | |
| Net cash from financing activities | 1,037,123 | 518,109 | |
| TOTAL CASH FLOW FOR THE PERIOD | |||
| Total cash flow for the period | 8,141 | 4,816 | |
| RECONCILIATION WITH BALANCE SHEET | |||
| Cash and cash equivalents at beginning of period | 15,405 | 10,589 | |
| Total cash flow for the period | 8,141 | 4,816 | |
| Cash and cash equivalents at end of period | 28 | 23,546 | 15,405 |
° In comparative figures, the changes in fair value of the derivatives are presented on the line "Net finance costs".
° In comparative figures, the changes in foreign exchange differences are presented on other cash flows
°°° 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".
5 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 4
(18 months)
30/06/2019 (12 months)
-17,523 0
1.4 Consolidated Cash Flow Statement
Changes in net assets resulting from foreign exchange differences linked to the conversion of
° In comparative figures, the changes in fair value of the derivatives are presented on the line "Net finance costs". ° In comparative figures, the changes in foreign exchange differences are presented on other cash flows °°° Some types of capital increases (contributions in kind, partial demergers) do not result in any cash flow.
under the line "Purchase of real estate companies and marketable investment properties".
CASH FLOW RESULTING FROM INVESTING ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES
TOTAL CASH FLOW FOR THE PERIOD
RECONCILIATION WITH BALANCE SHEET
CASH FLOW FROM OPERATING ACTIVITIES
foreign operations (+/-)°°
(x €1,000) Notes 31/12/2020
Profit (loss) 19 173,068 123,497 Non-controlling interests 354 7,231 Tax expense 18 26,342 10,134 Amortisation and depreciation 5 & 7 2,035 651 Write-downs 3,353 10 Change in fair value of investment properties (+/-) 11 -25,049 -63,317 Gains and losses on disposals of investment properties 9 559 -7,322 Net finance costs 13 & 14 & 15 38,755 27,472 Changes in fair value of the derivatives° 16 2,169 0 Goodwill impairment 12 0 0 Change in fair value of investments in entities consolidated through equity method 17 -3,067 -1,134 Changes in trade receivables (+/-) -4,360 -4,297 Changes in tax receivables and other current assets (+/-) -966 -1,073 Changes in deferred charges and accrued income (+/-) -748 -717 Changes in trade payables and other current debts (excl. exit tax) (+/-) -625 -7,095 Changes in accrued charges and deferred income (+/-) -459 5,612
Cash generated from operations 193,838 89,652 Taxes paid -12,736 -894 Net cash from operating activities 181,102 88,758
Goodwill 20 -161,726 0 Purchase of intangible assets -1,274 -62 Purchase of real estate companies and marketable investment properties -707,576 -654,405 Purchase of tangible assets -1,559 549 Purchase of development projects -360,691 -109,508 Disposals of investment properties 23,348 65,297 Net changes in non-current receivables -606 -247 Net investments in other assets 0 96,325 Net cash from investing activities -1,210,084 -602,051
Capital increase, net of costs°°° 654,125 408,702 Disposals of treasury shares 0 0 Dividend for previous fiscal year and interim dividend -130,158 -28,119 Net changes in borrowings 540,776 106,555 Net changes in other non-current financial liabilities 12,163 99,493 Net financial items received (+) / paid (-) -39,783 -18,474 Repayment of financial debts of acquired or merged companies°°°° 0 -21,579 Repayment of working capital of acquired or merged companies°°°° 0 -28,469 Net cash from financing activities 1,037,123 518,109
Total cash flow for the period 8,141 4,816
Cash and cash equivalents at beginning of period 15,405 10,589 Total cash flow for the period 8,141 4,816 Cash and cash equivalents at end of period 28 23,546 15,405
°°°° 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
| (x €1,000) | 1/07/2018 | 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 |
30/06/2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 465,126 | 153,002 | 6,585 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 624,713 |
| Share premium account |
297,569 | 255,796 | 11,702 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 565,068 |
| Reserves | 107,097 | 0 | 0 | 0 | 0 | -17,179 | 26,354 | 0 | 0 | -1 | 116,271 |
| 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 |
153,582 | 0 | 0 | 0 | 0 | 0 | 22,255 | -4,563 | 0 | 0 | 171,274 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-37,953 | 0 | 0 | 0 | 0 | 0 | -6,792 | 3,768 | 0 | 0 | -40,977 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-16,436 | 0 | 0 | 0 | 0 | -8,513 | -11 | 0 | 0 | 0 | -24,960 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-17,659 | 0 | 0 | 0 | 0 | 0 | -1,332 | 0 | 0 | 0 | -18,991 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
0 | 0 | 0 | 0 | 0 | -4,573 | 0 | 0 | 0 | 0 | -4,573 |
| g. Foreign currency translation reserves |
0 | 0 | 0 | 0 | 0 | -4,093 | 0 | 0 | 0 | 0 | -4,093 |
| 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 |
-1,311 | 0 | 0 | 0 | 0 | 0 | -2,513 | 0 | 0 | 0 | -3,824 |
| m. Other reserves | -1,957 | 0 | 0 | 0 | 0 | 0 | 1,957 | 795 | 0 | 1 | 796 |
| n. Result brought forward from previous years |
28,831 | 0 | 0 | 0 | 0 | 0 | 12,790 | 0 | 0 | -2 | 41,619 |
| o. Reserve- share NI & OCI of equity method invest |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Profit (loss) | 71,855 | 0 | 0 | 0 | 0 | 123,497 | -71,855 | 0 | 0 | 0 | 123,497 |
| Equity attributable to owners of the parent |
941,647 | 408,798 | 18,287 | 0 | 0 | 106,318 | -45,501 | 0 | 0 | 0 | 1,429,549 |
| Non-controlling interests |
0 | 0 | 0 | 0 | 0 | 103 | 0 | 0 | 0 | 0 | 103 |
| TOTAL EQUITY | 941,647 | 408,798 | 18,287 | 0 | 0 | 106,421 | -45,501 | 0 | 0 | 0 | 1,429,652 |
Aedifica – Annual Financial Report 2019/2020 – 6
| (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 |
7 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 6
Transfers between reserves
Other and roundings
31/12/2020
(x €1,000) 1/07/2019 Capital
Share premium account
b. Reserve for the balance of changes in fair value 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
c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties
increase in cash
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
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 a Belgian listed company specialising in investments in European healthcare real estate, with a particular focus on housing for elderly people with care needs. Thanks to its successful strategy over the past fifteen years, the Group has established itself as a market reference in listed healthcare real estate and aims to reinforce this position further in the coming years. Aedifica aims to offer its shareholders a reliable real estate investment with an attractive return. In addition, social sustainability is a fundamental driver 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.
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 23 February 2021. Aedifica's shareholders have the opportunity to amend the Consolidated Financial Statements after publication at the Annual General Meeting, which will take place on 11 May 2021.
The Consolidated Financial Statements cover the 18-month period from 1 July 2019 to 31 December 2020. 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 30 June 2019. 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 euro.
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 July 2019, but had no significant impact on the current Consolidated Financial Statements:
Aedifica – Annual Financial Report 2019/2020 – 8
IFRS 16 provides a comprehensive model for lessors and lessees alike to identify lease agreements and their accounting processing in the annual accounts. When it entered into force, this standard replaced IAS 17 'Leases' and the accompanying interpretations. IFRS 16 introduces important changes regarding the accounting processing of lease agreements for the lessee, whereby the distinction between operational and financial leases ceases to exist and assets and liabilities are recognised for all lease agreements (save exceptions for shortterm leases or assets having a low value). In contrast to the lessee's processing of the lease agreements, IFRS 16 retains almost all the provisions of IAS 17 'Leases' relating to the lessor's processing of the lease agreements. This means that lessors must continue to classify the lease agreements as operational or financial lease agreements.
A user right and accompanying obligation must be recognised in the statutory and consolidated annual accounts in the cases where Aedifica is the lessee in lease contracts classified as operational leases under IAS 17 and these contracts do not fall under the exceptions as laid down in IFRS 16 (e.g. car rental, real estate used by the Group, etc.). The total amount capitalised as a result of the application of IFRS 16 corresponds to the net fair value of the plots of land, company cars and buildings used by the Group as offices.
The impact on the consolidated balance sheet as of 31 December 2020 amounts to €51.8 million for the plots of land (resulting from the acquisition of Hoivatilat Oyj on 10 January 2020) and €1.8 million for the company cars and buildings used by the Group as offices. The land is shown at its market value under the line 'Investment properties' of the consolidated balance sheet. Their market value is determined based on the residual value of the lease debt. Company cars and buildings used by the Group as offices are included in the consolidated balance sheet under the line 'Other tangible assets'. The initial present net value is amortised on a straight-line basis over the term of the contracts. A debt corresponding to the net current value has been entered in the accounts for this. This debt will be amortised according to the 'effective interest method'.
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 2021. These amendments, which the Group did not apply early, are as follows (situation as at 18 February 2021):
9 – Aedifica – Annual Financial Report 2019/2020
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.
Aedifica – Annual Financial Report 2019/2020 – 8
IFRS 16 provides a comprehensive model for lessors and lessees alike to identify lease agreements and their accounting processing in the annual accounts. When it entered into force, this standard replaced IAS 17 'Leases' and the accompanying interpretations. IFRS 16 introduces important changes regarding the accounting processing of lease agreements for the lessee, whereby the distinction between operational and financial leases ceases to exist and assets and liabilities are recognised for all lease agreements (save exceptions for shortterm leases or assets having a low value). In contrast to the lessee's processing of the lease agreements, IFRS 16 retains almost all the provisions of IAS 17 'Leases' relating to the lessor's processing of the lease agreements. This means that lessors must continue to classify
A user right and accompanying obligation must be recognised in the statutory and consolidated annual accounts in the cases where Aedifica is the lessee in lease contracts classified as operational leases under IAS 17 and these contracts do not fall under the exceptions as laid down in IFRS 16 (e.g. car rental, real estate used by the Group, etc.). The total amount capitalised as a result of the application of IFRS 16
The impact on the consolidated balance sheet as of 31 December 2020 amounts to €51.8 million for the plots of land (resulting from the acquisition of Hoivatilat Oyj on 10 January 2020) and €1.8 million for the company cars and buildings used by the Group as offices. The land is shown at its market value under the line 'Investment properties' of the consolidated balance sheet. Their market value is determined based on the residual value of the lease debt. Company cars and buildings used by the Group as offices are included in the consolidated balance sheet under the line 'Other tangible assets'. The initial present net value is amortised on a straight-line basis over the term of the contracts. A debt corresponding to the net current value has been entered in the accounts for this. This debt will be amortised according to
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 2021. These amendments, which the Group did not apply early, are as follows (situation as at 18 February 2021): - new standard for IFRS 14 'Regulatory Deferral Accounts' (for which no application date can be determined because the EU has decided
'Amendments to References to the Conceptual Framework in IFRS Standards' published in March 2018 (applicable from 1 January 2021);
amendment to IAS 1 'Presentation of financial statements: classification of liabilities as current or non-current' (applicable from 1 January
amendment to IAS 37 'Provisions, contingent liabilities and contingent assets' (applicable from 1 January 2022, subject to EU approval).
amendments to IFRS 4, 7, 9 and 13 and IAS 39 'Interest Rate Benchmark Reform – Phase 2' (applicable from 1 January 2021);
corresponds to the net fair value of the plots of land, company cars and buildings used by the Group as offices.
not to start the approval process of this provisional standard, pending the publication of a final standard); - new standard for IFRS 17 'Insurance Contracts' (applicable from 1 January 2023, subject to EU approval);
'Annual Improvements to IFRS Standards 2018-2020' (applicable from 1 January 2022, subject to EU approval);
new amendment to IFRS 3 'Business Combinations' (applicable from 1 January 2022, subject to EU approval);
amendment to IAS 16 'Property, plant and equipment' (applicable from 1 January 2022, subject to EU approval);
amendment to IFRS 4 'Insurance contracts: deferral of IFRS 9' (applicable from 1 January 2021);
amendments to IAS 1 and IAS 8, 'Definition of 'Material'' (applicable from 1 January 2023);
amendment to IFRS 16 'Leases: COVID-19-related rent concessions' (applicable as of 1 January 2022);
amendment to IFRS 3 'Business Combinations' (applicable from 1 January 2021);
new standard for IFRS 16 'Leases':
the 'effective interest method'.
2023, subject to EU approval);
the lease agreements as operational or financial lease agreements.
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 intra-group loans meeting the definition of a net investment in a foreign operation. In such cases, exchange differences are booked in a separate component of shareholders' equity until the disposal of the investment.
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 recognized in the Group income statement when the operation is sold.
The principal exchange rates used to translate foreign currency denominated amounts in book year 2019/2020 are:
Business combinations are recognized 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 recognized as goodwill (an asset). In the event that this value is negative, it is recognized 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).
Aedifica – Annual Financial Report 2019/2020 – 10
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 IC 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 – Annual Financial Report 2019/2020 – 10
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 IC 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.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'.
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.
11 – Aedifica – Annual Financial Report 2019/2020
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.
Aedifica – Annual Financial Report 2019/2020 – 12
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:
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 IAS 39, 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.
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.
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.
Aedifica – Annual Financial Report 2019/2020 – 12
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
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 IAS 39, 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
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
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
I.D. Other tangible assets
other tangible assets.
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.
II.C/D/E. Receivables
I.E. Non-current financial assets
2. Other financial and non-current assets
I.H. Participations in associates and joint-ventures
method. They only relate to Immobe NV/SA.
II.G. Deferred charges and accrued income
year, are recognised in income for the amount earned in the current year.
The following depreciation rates are applied: - plant, machinery and equipment: 20%;
defined under IFRS'). The ineffective portion is recognised in the income statement.
offices. This value is depreciated on a straight-line basis over the term of the contracts.
changes in fair value are recognised in the income statement as they occur.
A provision is recognized 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.
13 – Aedifica – Annual Financial Report 2019/2020
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 and buildings used by the Group as offices. 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).
Debts are recognized 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 XVIII 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.
Aedifica – Annual Financial Report 2019/2020 – 14
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.
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.
15 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 14
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
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
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
When the merger or approval takes place, the provision becomes a liability and any difference is also recognised in the income statement.
Aedifica's insurance contracts in Belgium are considered as defined contribution plans. These contracts are analysed in Note 31.
The Board of Directors values commitments and contingencies at the nominal value of the legal obligation as stated in the contract; in the
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
at the balance sheet date, together with any adjustment to tax liabilities relating to previous years.
approval. Any adjustment to this exit tax liability is recognised in the income statement.
Aedifica has the choice between delivering new or existing Aedifica shares or a cash settlement.
absence of a nominal value or in exceptional cases, these values are disclosed for information purposes.
XXV. to XXVI. Corporate tax and exit tax Line XXV includes current and deferred taxes.
recognised in the income statement.
Commitments and contingencies
Hoivatilat's 'equity incentive plan'
The plan foresees 2 parts:
award is expressed as Aedifica shares or equivalent.
Group insurance
period.
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.
In application of the IFRS 8 standard and because the segmented reporting was done per activity sector last year, the tables for the 2019/2020 financial year are presented according to the new and the old segments so that the figures can be compared historically.
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 – Annual Financial Report 2019/2020 – 16
| Year ending on 31 December (x €1,000) |
31/12/2020 (18 months) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Belgium | Germany | Netherlands | United Kingdom |
Finland | Sweden | 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 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| III. | Rental-related charges | -15 | -6 | -393 | -2,531 | -399 | 0 | 0 | 0 | -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 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
84 | 2,124 | 507 | 387 | 708 | 0 | 0 | 0 | 3,810 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties |
-84 | -2,124 | -507 | -387 | -708 | 0 | 0 | 0 | -3,810 |
| VIII. | Other rental-related income and charges |
-12 | -366 | 130 | -147 | 451 | -3 | 0 | 0 | 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 | 0 | 0 | -680 |
| X. | Commercial costs | 0 | -50 | -9 | -5 | -199 | -95 | 0 | 0 | -358 |
| XI. | Charges and taxes on unlet properties | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| XII. | Property management costs | 0 | -1,568 | -498 | -4,180 | 0 | 0 | 0 | 0 | -6,246 |
| XIII. | Other property charges | -9 | -293 | -387 | -1 | -537 | 0 | 0 | 0 | -1,227 |
| Property charges | -41 | -2,052 | -1,144 | -4,169 | -913 | -192 | 0 | 0 | -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 | -36,081 | 0 | 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 | |||||||||
| YEAR | SEGMENT INVESTMENTS OF THE FISCAL | |||||||||
| 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% |
° Mainly elimination of the internal rent for the administrative offices of the Company.
| Year ending on 31 December (x €1,000) |
31/12/2020 (12 months - restated period) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Belgium | Germany | Netherlands | United Kingdom |
Finland | Sweden | Non allocated |
Inter segment items° |
TOTAL | |||
| SEGMENT RESULT | |||||||||||
| I. | Rental income | 58,228 | 35,625 | 24,627 | 41,754 | 27,029 | 272 | 0 | 0 | 187,535 | |
| II. | Writeback of lease payments sold and discounted |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| III. | Rental-related charges | 23 | -2 | -393 | -1,981 | -399 | 0 | 0 | 0 | -2,752 | |
| Net rental income | 58,251 | 35,623 | 24,234 | 39,773 | 26,630 | 272 | 0 | 0 | 184,783 | ||
| IV. | Recovery of property charges | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
178 | 1,767 | 459 | 387 | 708 | 0 | 0 | 0 | 3,499 | |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| VII. | Rental charges and taxes normally paid by tenants on let properties |
-178 | -1,767 | -459 | -387 | -708 | 0 | 0 | 0 | -3,499 | |
| VIII. | Other rental-related income and charges |
-14 | -358 | 61 | -147 | 451 | -3 | 0 | 0 | -10 | |
| Property result | 58,236 | 35,265 | 24,295 | 39,627 | 27,081 | 269 | 0 | 0 | 184,773 | ||
| IX. | Technical costs | -37 | -101 | -206 | 74 | -177 | -97 | 0 | 0 | -544 | |
| X. | Commercial costs | 0 | -21 | -9 | -5 | -199 | -95 | 0 | 0 | -329 | |
| XI. | Charges and taxes on unlet properties |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| XII. | Property management costs | 0 | -1,089 | -391 | -2,916 | 0 | 0 | 0 | 0 | -4,396 | |
| XIII. | Other property charges | -18 | -215 | -105 | -1 | -537 | 0 | 0 | 0 | -876 | |
| Property charges | -56 | -1,426 | -710 | -2,848 | -913 | -192 | 0 | 0 | -6,145 | ||
| Property operating result | 58,181 | 33,839 | 23,584 | 36,779 | 26,168 | 77 | 0 | 0 | 178,628 | ||
| XIV. | Overheads | - | - | - | - | - | - | -27,096 | - | -27,096 | |
| XV. | Other operating income and charges |
- | - | - | - | - | - | 22 | - | 22 | |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
58,181 | 33,838 | 23,585 | 36,779 | 26,168 | 77 | -27,074 | 0 | 151,554 |
° Mainly elimination of the internal rent for the administrative offices of the Company.
17 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 16
allocated
Intersegment items°
TOTAL
Finland Sweden Non-
0 0 0 0 0 0 0 0 0
84 2,124 507 387 708 0 0 0 3,810
0 0 0 0 0 0 0 0 0
-84 -2,124 -507 -387 -708 0 0 0 -3,810
-12 -366 130 -147 451 -3 0 0 53
86,614 46,750 34,130 53,964 26,168 77 -36,081 0 211,622
Note 3.2: Segment information
II. Writeback of lease payments sold and
V. Recovery of rental charges and taxes normally paid by tenants on let
VI. Costs payable by the tenant and borne by the landlord on rental damage and
OPERATING RESULT BEFORE RESULT ON
SEGMENT INVESTMENTS OF THE FISCAL
° Mainly elimination of the internal rent for the administrative offices of the Company.
VII. Rental charges and taxes normally paid by tenants on let properties
VIII. Other rental-related income and
repair at end of lease
31 December (x €1,000) 31/12/2020 (18 months)
Belgium Germany Netherlands United
I. Rental income 86,682 49,174 35,537 60,811 27,029 272 0 0 259,505
III. Rental-related charges -15 -6 -393 -2,531 -399 0 0 0 -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 0 0 0 0 0 0 0 0 0
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 0 0 -680 X. Commercial costs 0 -50 -9 -5 -199 -95 0 0 -358 XI. Charges and taxes on unlet properties 0 0 0 0 0 0 0 0 0 XII. Property management costs 0 -1,568 -498 -4,180 0 0 0 0 -6,246 XIII. Other property charges -9 -293 -387 -1 -537 0 0 0 -1,227 Property charges -41 -2,052 -1,144 -4,169 -913 -192 0 0 -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
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
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%
Kingdom
Year ending on
SEGMENT RESULT
discounted
properties
charges
PORTFOLIO
YEAR
SEGMENT ASSETS
Aedifica – Annual Financial Report 2019/2020 – 18
| Year ending on 31 December (x €1,000) |
31/12/2020 (18 months) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Healthcare real estate |
Apartment buildings |
Hotels | Non-allocated | Inter segment items° |
TOTAL | ||||||
| SEGMENT RESULT | |||||||||||
| I. | Rental income | 259,505 | - | - | - | - | 259,505 | ||||
| II. | Writeback of lease payments sold and discounted |
- | - | - | - | - | - | ||||
| III. | Rental-related charges | -3,344 | - | - | - | - | -3,344 | ||||
| Net rental income | 256,161 | - | - | - | - | 256,161 | |||||
| IV. | Recovery of property charges | - | - | - | - | - | - | ||||
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
3,810 | - | - | - | - | 3,810 | ||||
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
- | - | - | - | - | - | ||||
| VII. | Rental charges and taxes normally paid by tenants on let properties |
-3,810 | - | - | - | - | -3,810 | ||||
| VIII. | Other rental-related income and charges | 53 | - | - | - | - | 53 | ||||
| Property result | 256,214 | - | - | - | - | 256,214 | |||||
| IX. | Technical costs | -680 | - | - | - | - | -680 | ||||
| X. | Commercial costs | -358 | - | - | - | - | -358 | ||||
| XI. | Charges and taxes on unlet properties | - | - | - | - | - | - | ||||
| XII. | Property management costs | -6,246 | - | - | - | - | -6,246 | ||||
| XIII. | Other property charges | -1,227 | - | - | - | - | -1,227 | ||||
| Property charges | -8,511 | - | - | - | - | -8,511 | |||||
| Property operating result | 247,703 | - | - | - | - | 247,703 | |||||
| XIV. | Overheads | - | - | - | -36,096 | - | -36,096 | ||||
| XV. | Other operating income and charges | - | - | - | 15 | - | 15 | ||||
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
247,703 | - | - | - | - | 211,622 | |||||
| SEGMENT ASSETS | |||||||||||
| Marketable investment properties | 3,615,394 | - | - | - | - | 3,615,394 | |||||
| Development projects | 141,320 | - | - | - | - | 141,320 | |||||
| Right of use of plots of land | 51,825 | - | - | - | - | 51,825 | |||||
| Investment properties | 3,808,539 | ||||||||||
| Assets classified as held for sale Other assets |
6,128 198,724 |
- - |
- - |
- 53,784 |
- - |
6,128 252,508 |
|||||
| Total assets | 4,067,175 | ||||||||||
| YEAR | SEGMENT INVESTMENTS OF THE FISCAL | ||||||||||
| Marketable investment properties | 1,078,951 | - | - | - | - | 1,078,951 | |||||
| Development projects | 73,610 | - | - | - | - | 73,610 | |||||
| Investment properties | 1,152,561 | - | - | - | - | 1,152,561 | |||||
| GROSS YIELD IN FAIR VALUE | 5.8% | - | - | - | - | 5.8% |
° Mainly elimination of the internal rent for the administrative offices of the Company.
19 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 18
segment items°
TOTAL
Hotels Non-allocated Inter-
3,810 - - - - 3,810
-3,810 - - - - -3,810
247,703 - - - - 211,622
Year ending on
SEGMENT RESULT
discounted
end of lease
PORTFOLIO
YEAR
SEGMENT ASSETS
II. Writeback of lease payments sold and
V. Recovery of rental charges and taxes
VI. Costs payable by the tenant and borne by the landlord on rental damage and repair at
VII. Rental charges and taxes normally paid by
OPERATING RESULT BEFORE RESULT ON
SEGMENT INVESTMENTS OF THE FISCAL
° Mainly elimination of the internal rent for the administrative offices of the Company.
tenants on let properties
normally paid by tenants on let properties
31 December (x €1,000) 31/12/2020 (18 months)
Healthcare real estate
Apartment buildings
I. Rental income 259,505 - - - - 259,505
III. Rental-related charges -3,344 - - - - -3,344 Net rental income 256,161 - - - - 256,161 IV. Recovery of property charges - - - - - -
VIII. Other rental-related income and charges 53 - - - - 53 Property result 256,214 - - - - 256,214 IX. Technical costs -680 - - - - -680 X. Commercial costs -358 - - - - -358 XI. Charges and taxes on unlet properties - - - - - - XII. Property management costs -6,246 - - - - -6,246 XIII. Other property charges -1,227 - - - - -1,227 Property charges -8,511 - - - - -8,511 Property operating result 247,703 - - - - 247,703 XIV. Overheads - - - -36,096 - -36,096 XV. Other operating income and charges - - - 15 - 15
Marketable investment properties 3,615,394 - - - - 3,615,394 Development projects 141,320 - - - - 141,320 Right of use of plots of land 51,825 - - - - 51,825 Investment properties 3,808,539 Assets classified as held for sale 6,128 - - - - 6,128 Other assets 198,724 - - 53,784 - 252,508 Total assets 4,067,175
Marketable investment properties 1,078,951 - - - - 1,078,951 Development projects 73,610 - - - - 73,610 Investment properties 1,152,561 - - - - 1,152,561
GROSS YIELD IN FAIR VALUE 5.8% - - - - 5.8%
| Year ending on 30 June (x €1,000) |
30/06/2019 (12 months) | ||||||
|---|---|---|---|---|---|---|---|
| Healthcare real estate |
Apartment buildings |
Hotels | Non-allocated | Inter segment items° |
TOTAL | ||
| SEGMENT RESULT | |||||||
| I. | Rental income | 106,545 | 7,822 | 4,058 | - | -12 | 118,413 |
| II. | Writeback of lease payments sold and discounted |
- | - | - | - | - | - |
| III. | Rental-related charges | -25 | 14 | -30 | - | - | -41 |
| Net rental income | 106,520 | 7,836 | 4,028 | - | -12 | 118,372 | |
| IV. | Recovery of property charges | - | 59 | - | - | - | 59 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
1,883 | 868 | - | - | - | 2,751 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
- | - | - | - | - | - |
| VII. | Rental charges and taxes normally paid by tenants on let properties |
-1,883 | -868 | - | - | - | -2,751 |
| VIII. | Other rental-related income and charges | -155 | -682 | 17 | - | - | -820 |
| Property result | 106,365 | 7,213 | 4,045 | - | -12 | 117,611 | |
| IX. | Technical costs | -374 | -685 | -18 | - | - | -1,077 |
| X. | Commercial costs | -31 | -286 | - | - | - | -317 |
| XI. | Charges and taxes on unlet properties | - | -54 | -4 | - | - | -58 |
| XII. | Property management costs | -2,284 | -479 | - | - | - | -2,763 |
| XIII. | Other property charges | -400 | -1,067 | -3 | - | - | -1,470 |
| Property charges | -3,089 | -2,571 | -25 | - | - | -5,685 | |
| XIV. | Property operating result Overheads |
103,276 -180 |
4,642 -3 |
4,020 -1 |
- -14,520 |
-12 12 |
111,926 -14,692 |
| XV. | Other operating income and charges | -47 | 54 | -9 | -90 | -92 | |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO |
103,049 | 4,693 | 4,010 | -14,610 | - | 97,142 | |
| SEGMENT ASSETS | |||||||
| Marketable investment properties | 2,264,504 | - | - | - | - | 2,264,504 | |
| Development projects | 51,205 | - | - | - | - | 51,205 | |
| Right of use of plots of land | - | - | - | - | - | - | |
| Investment properties | 2,315,709 | ||||||
| Assets classified as held for sale | 5,240 | - | - | - | - | 5,240 | |
| Other assets | - | 33,931 | - | 31,247 | - | 65,178 | |
| Total assets | 2,386,127 | ||||||
| YEAR | SEGMENT INVESTMENTS OF THE FISCAL | ||||||
| Marketable investment properties | 698,727 | - | - | - | - | 698,727 | |
| Development projects | 13,424 | - | - | - | - | 13,424 | |
| Investment properties | 712,151 | - | - | - | - | 712,151 | |
| GROSS YIELD IN FAIR VALUE | 5.9% | - | - | - | - | 5.9% |
° Mainly elimination of the internal rent for the administrative offices of the Company.
Aedifica – Annual Financial Report 2019/2020 – 20
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Rents earned | 259,445 | 187,495 | 139,541 | 118,353 |
| Guaranteed income | 0 | 0 | 0 | 0 |
| Cost of rent free periods | 0 | 0 | 0 | -10 |
| Indemnities for early termination of rental contracts | 60 | 40 | 44 | 70 |
| RENTAL INCOME | 259,505 | 187,535 | 139,585 | 118,413 |
| Rents payable as lessee | -2 | -2 | 2 | -5 |
| Write-downs on trade receivables | -3,342 | -2,750 | -643 | -36 |
| RENTAL-RELATED CHARGES | -3,344 | -2,752 | -641 | -41 |
| NET RENTAL INCOME | 256,161 | 184,783 | 138,944 | 118,372 |
The Group rents its buildings exclusively under operating leases.
The increase in rents earned is linked to the portfolio's growth during the 2019/2020 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:
Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:
| (x €1,000) | 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|---|---|---|
| Not later than one year | 208,464 | 134,811 |
| Later than one year and not later than five years | 829,866 | 535,482 |
| Later than five years | 3,107,193 | 2,226,806 |
| TOTAL | 4,145,523 | 2,897,099 |
Rental income includes contingent rents amounting to €1,197 k (30 June 2019: €122 k).
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).
21 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 20
31/12/2019 (12 months restated period)
(18 months)
30/06/2019 (12 months)
30/06/2019 (12 months)
(18 months)
Rents earned 259,445 187,495 139,541 118,353 Guaranteed income 0 0 0 0 Cost of rent free periods 0 0 0 -10 Indemnities for early termination of rental contracts 60 40 44 70 RENTAL INCOME 259,505 187,535 139,585 118,413 Rents payable as lessee -2 -2 2 -5 Write-downs on trade receivables -3,342 -2,750 -643 -36 RENTAL-RELATED CHARGES -3,344 -2,752 -641 -41 NET RENTAL INCOME 256,161 184,783 138,944 118,372
The schedule of future minimum lease payments to be collected under non-cancellable operating leases required by IAS 17 is based on the
Not later than one year 208,464 134,811 Later than one year and not later than five years 829,866 535,482 Later than five years 3,107,193 2,226,806 TOTAL 4,145,523 2,897,099
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
31/12/2020 (12 months restated period)
Note 4: Net rental income
(x €1,000) 31/12/2020
The increase in rents earned is linked to the portfolio's growth during the 2019/2020 financial year.
Rental income includes contingent rents amounting to €1,197 k (30 June 2019: €122 k).
Future minimum lease payments to be collected under non-cancellable operating leases are presented as follow:
(x €1,000) 31/12/2020
The Group rents its buildings exclusively under operating leases.
following assumptions, which are extremely conservative:
(€0.4 million).
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| NET RENTAL INCOME | 256,161 | 184,783 | 138,944 | 118,372 |
| Indemnities on rental damage | 0 | 0 | 9 | 59 |
| RECOVERY OF PROPERTY CHARGES | 0 | 0 | 9 | 59 |
| Rebilling of rental charges invoiced to the landlord | 2,206 | 1,876 | 893 | 1,150 |
| Rebilling of property taxes and other taxes on let properties | 1,604 | 1,623 | 1,422 | 1,601 |
| RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAID BY TENANTS ON LET PROPERTIES |
3,810 | 3,499 | 2,315 | 2,751 |
| COSTS PAYABLE BY THE TENANT AND BORNE BY THE LANDLORD ON RENTAL DAMAGE AND REPAIR AT END OF LEASE |
0 | 0 | 0 | 0 |
| Rental charges invoiced to the landlord | -2,206 | -1,876 | -893 | -1,150 |
| Property taxes and other taxes on let properties | -1,604 | -1,623 | -1,422 | -1,601 |
| RENTAL CHARGES AND TAXES NORMALLY PAID BY TENANTS ON LET PROPERTIES |
-3,810 | -3,499 | -2,315 | -2,751 |
| Cleaning | -187 | -125 | -167 | -275 |
| Energy | -335 | -292 | -152 | -233 |
| Depreciation of furniture | -6 | 7 | -65 | -304 |
| Employee benefits | -1 | -1 | -37 | -137 |
| Other | 582 | 401 | 262 | 129 |
| OTHER RENTAL-RELATED INCOME AND CHARGES | 53 | -10 | -159 | -820 |
| PROPERTY RESULT | 256,214 | 184,773 | 138,794 | 117,611 |
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| PROPERTY RESULT | 256,214 | 184,773 | 138,794 | 117,611 |
| Repair | -116 | -96 | -66 | -172 |
| Insurance | -53 | 29 | -126 | -90 |
| Employee benefits | 441 | 410 | -114 | -486 |
| Maintenance | -901 | -871 | -84 | -165 |
| Expert fees | -51 | -16 | -101 | -164 |
| TECHNICAL COSTS | -680 | -544 | -491 | -1,077 |
| Letting fees paid to real estate brokers | -124 | -123 | -40 | -137 |
| Marketing | -234 | -205 | -71 | -120 |
| Fees paid to lawyers and other legal costs | 0 | 0 | -2 | -2 |
| Other | 0 | -1 | -15 | -58 |
| COMMERCIAL COSTS | -358 | -329 | -128 | -317 |
| Charges | 0 | 0 | 23 | -58 |
| CHARGES AND TAXES ON UNLET PROPERTIES | 0 | 0 | 23 | -58 |
| Fees paid to external property managers | -4,061 | -2,763 | -2,461 | -1,201 |
| Internal property management expenses | -2,185 | -1,633 | -1,306 | -1,562 |
| PROPERTY MANAGEMENT COSTS | -6,246 | -4,396 | -3,767 | -2,763 |
| Property taxes and other taxes | -1,227 | -876 | -1,624 | -1,470 |
| OTHER PROPERTY CHARGES | -1,227 | -876 | -1,624 | -1,470 |
| PROPERTY OPERATING RESULT | 247,703 | 178,628 | 132,807 | 111,926 |
Aedifica – Annual Financial Report 2019/2020 – 22
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Lawyers/notaries | -1,880 | -1,293 | -1,446 | -1,087 |
| Auditors/accountants | -2,932 | -2,143 | -1,772 | -1,527 |
| Real estate experts | -1,817 | -1,274 | -915 | -702 |
| IT | -708 | -563 | -238 | -208 |
| Insurance | -235 | -180 | -119 | -112 |
| Public relations, communication, marketing, publicity | -519 | -382 | -337 | -334 |
| Directors and executive management | -6,053 | -3,751 | -4,074 | -3,327 |
| Employee benefits | -11,016 | -8,687 | -3,718 | -2,934 |
| Depreciation and amortisation of other assets | -2,030 | -1,417 | -881 | -535 |
| Tax expense | -2,263 | -2,201 | -914 | -943 |
| Other | -6,643 | -5,205 | -3,195 | -2,983 |
| Financial services | -234 | -122 | -118 | -70 |
| Fleet | -304 | -226 | -342 | -533 |
| HQ | -1,277 | -940 | -867 | -1,034 |
| Other professional fees | -3,976 | -3,217 | -1,669 | -1,271 |
| Other | -852 | -700 | -199 | -75 |
| TOTAL | -36,096 | -27,096 | -17,609 | -14,692 |
| (x €1,000) | 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|---|---|---|
| Statutory (audit Aedifica SA) | 72 | 39 |
| Statutory audit (subsidiaries) | 291 | 419 |
| Opinion reports foreseen in the Belgian Companies and Associations Code | 35 | 61 |
| Other opinion reports (comfort letter, etc.) | 39 | 0 |
| Tax advice missions | 0 | 0 |
| Other missions unconnected with the statutory audit | 125 | 252 |
| TOTAL | 562 | 771 |
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 (€6,053 k in 2019/2020; €3,327 k in 2018/2019).
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Short-term benefits | 5,560 | 3,490 | 3,749 | 3,096 |
| Post-employment benefits | 333 | 235 | 190 | 188 |
| Other long-term benefits | 0 | 0 | 0 | 0 |
| Termination benfits | 0 | 0 | 0 | 0 |
| Share-based payments | 160 | 26 | 135 | 43 |
| Total | 6,053 | 3,751 | 4,074 | 3,327 |
23 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 22
31/12/2019 (12 months restated period)
(18 months)
31/12/2019 (12 months restated period)
30/06/2019 (12 months)
30/06/2019 (12 months)
30/06/2019 (12 months)
(18 months)
Lawyers/notaries -1,880 -1,293 -1,446 -1,087 Auditors/accountants -2,932 -2,143 -1,772 -1,527 Real estate experts -1,817 -1,274 -915 -702 IT -708 -563 -238 -208 Insurance -235 -180 -119 -112 Public relations, communication, marketing, publicity -519 -382 -337 -334 Directors and executive management -6,053 -3,751 -4,074 -3,327 Employee benefits -11,016 -8,687 -3,718 -2,934 Depreciation and amortisation of other assets -2,030 -1,417 -881 -535 Tax expense -2,263 -2,201 -914 -943 Other -6,643 -5,205 -3,195 -2,983 Financial services -234 -122 -118 -70 Fleet -304 -226 -342 -533 HQ -1,277 -940 -867 -1,034 Other professional fees -3,976 -3,217 -1,669 -1,271 Other -852 -700 -199 -75 TOTAL -36,096 -27,096 -17,609 -14,692
(x €1,000) 31/12/2020
of the members of the Board of Directors and the Executive Committee (€6,053 k in 2019/2020; €3,327 k in 2018/2019).
(x €1,000) 31/12/2020
Statutory (audit Aedifica SA) 72 39 Statutory audit (subsidiaries) 291 419 Opinion reports foreseen in the Belgian Companies and Associations Code 35 61 Other opinion reports (comfort letter, etc.) 39 0 Tax advice missions 0 0 Other missions unconnected with the statutory audit 125 252 TOTAL 562 771
Related party transactions (as defined under IAS 24 and the Belgian Companies and Associations Code) relate exclusively to the remuneration
Short-term benefits 5,560 3,490 3,749 3,096 Post-employment benefits 333 235 190 188 Other long-term benefits 0 0 0 0 Termination benfits 0 0 0 0 Share-based payments 160 26 135 43 Total 6,053 3,751 4,074 3,327
(18 months)
31/12/2020 (12 months restated period)
31/12/2020 (12 months restated period)
Note 7: Overheads
Audit fees
Related party transactions
(x €1,000) 31/12/2020
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) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Cleaning costs (see Note 5) | -1 | -1 | -37 | -137 |
| Technical costs (see Note 6) | 441 | 410 | -114 | -486 |
| Commercial costs | 0 | -1 | -16 | -59 |
| Overheads (see Note 7) | -11,016 | -8,687 | -3,718 | -2,934 |
| Property management costs (see Note 6) | -2,185 | -1,633 | -1,306 | -1,562 |
| Capitalised costs | -817 | -847 | -62 | -92 |
| TOTAL | -13,578 | -10,759 | -5,253 | -5,270 |
Headcount at the end of the financial year and full-time equivalents (excluding Directors):
| 31/12/2020 (18 months) |
30/06/2019 (12 months) |
|
|---|---|---|
| Headcount at the year-end | 105 | 55 |
| Employees | 101 | 50 |
| Executive management personnel | 4 | 5 |
| FULL-TIME EQUIVALENT (EXCL. EXECUTIVE MANAGEMENT PERSONNEL) | 95.1 | 43.9 |
The number of employees has increased due to the expansion of the team and the acquisition of Hoivatilat in January 2020.
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Recovery of damage expenses | -35 | 13 | 2 | 50 |
| Other | 50 | 9 | -125 | -142 |
| TOTAL | 15 | 22 | -123 | -92 |
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Net sale of properties (selling price - transaction costs) | 23,432 | 17,044 | 170,951 | 169,003 |
| Carrying amount of properties sold (fair value of assets sold) | 23,991 | 18,871 | 162,292 | 161,682 |
| TOTAL | -559 | -1,827 | 8,659 | 7,321 |
In 2018/2019, net sale of properties include the sale of (i) the hotels, (ii) 75% of the shares in Immobe NV/SA and (iii) the 22 remaining assistedliving apartments located at the Residentie Poortvelden site.
The table with the main disposals of the financial year are detailed in Note 38.
Aedifica – Annual Financial Report 2019/2020 – 24
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.
Changes in fair value of investment properties:
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Positive changes | 154,205 | 123,208 | 119,747 | 110,366 |
| Negative changes | -129,156 | -118,138 | -49,546 | -47,049 |
| TOTAL | 25,049 | 5,070 | 70,201 | 63,317 |
| of which: marketable investment properties | 41,930 | 14,816 | 80,288 | 76,382 |
| development projects | -16,881 | -9,746 | -10,087 | -13,065 |
Other result on portfolio:
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Goodwill impairment | 0 | 0 | 132 | 0 |
| Other | 0 | 0 | 0 | 0 |
| TOTAL | 0 | 0 | 132 | 0 |
During the financial year under review, the Group did not recognise a goodwill impairment (see Note 20 for more information).
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Interests earned | 75 | 61 | 16 | 28 |
| Other | 403 | 427 | -263 | 126 |
| TOTAL | 478 | 488 | -247 | 154 |
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.
The 2018/2019 financial income included €0.1 million of realised and unrealised foreign exchange differences.
25 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 24
31/12/2019 (12 months restated period)
31/12/2019 (12 months restated period)
31/12/2019 (12 months restated period)
30/06/2019 (12 months)
30/06/2019 (12 months)
30/06/2019 (12 months)
Note 10: Gains and losses on disposals of other non-financial assets
(x €1,000) 31/12/2020
(x €1,000) 31/12/2020
(x €1,000) 31/12/2020
that day. It also included €0.1 million of realised and unrealised foreign exchange differences.
The 2018/2019 financial income included €0.1 million of realised and unrealised foreign exchange differences.
Note 11: Changes in fair value of investment properties
Changes in fair value of investment properties:
Note 12: Other result on portfolio
Note 13: Financial income
Other result on portfolio:
assets.
Over the course of the current and previous financial years, Aedifica has not recognised any gains or losses from the sale of other non-financial
Positive changes 154,205 123,208 119,747 110,366 Negative changes -129,156 -118,138 -49,546 -47,049 TOTAL 25,049 5,070 70,201 63,317 of which: marketable investment properties 41,930 14,816 80,288 76,382 development projects -16,881 -9,746 -10,087 -13,065
Goodwill impairment 0 0 132 0 Other 0 0 0 0 TOTAL 0 0 132 0
Interests earned 75 61 16 28 Other 403 427 -263 126 TOTAL 478 488 -247 154
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
During the financial year under review, the Group did not recognise a goodwill impairment (see Note 20 for more information).
(18 months)
(18 months)
(18 months)
31/12/2020 (12 months restated period)
31/12/2020 (12 months restated period)
31/12/2020 (12 months restated period)
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Nominal interest on borrowings | -24,320 | -18,469 | -12,289 | -11,180 |
| Bilateral loans - floating rate | -14,137 | -11,398 | -6,438 | -7,141 |
| Short-term treasury notes - floating rate | -580 | -484 | -171 | -126 |
| Investment credits - floating or fixed rate | -8,698 | -5,845 | -5,354 | -3,741 |
| Long-term treasury notes - fixed rate | -905 | -741 | -326 | -172 |
| Charges arising from authorised hedging instruments | ||||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-4,461 | -3,540 | -1,812 | -1,925 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-6,525 | -4,340 | -4,865 | -5,103 |
| Subtotal | -10,986 | -7,880 | -6,677 | -7,028 |
| Income arising from authorised hedging instruments | ||||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
0 | 0 | 0 | 0 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
0 | 0 | 0 | 0 |
| Subtotal | 0 | 0 | 0 | 0 |
| Capitalised interest charges | 2,491 | 1,990 | 1,073 | 1,083 |
| Interest cost related to leasing debts booked in accordance with IFRS 16 | -824 | -729 | -95 | 0 |
| Other interest charges | -49 | -47 | -216 | -68 |
| TOTAL | -33,688 | -25,135 | -18,204 | -17,193 |
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) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Bank charges and other commissions | -5,246 | -3,076 | -3,407 | -2,511 |
| Other | -299 | -600 | -108 | -618 |
| TOTAL | -5,545 | -3,676 | -3,515 | -3,129 |
The item 'Bank charges and other commissions' includes €3,416 k of commitment fees (2018/2019: €1,738 k).
The item 'Other' includes -€147 k of realised and unrealised foreign exchange differences (2018/2019: -€476 k).
Aedifica – Annual Financial Report 2019/2020 – 26
| (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Authorised hedging instruments | ||||
| Authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-3 | 8 | 18 | -4 |
| Authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-970 | -4,742 | -3,065 | -6,577 |
| Subtotal | -973 | -4,734 | -3,047 | -6,581 |
| Other | -1,196 | -853 | -652 | -723 |
| TOTAL | -2,169 | -5,587 | -3,699 | -7,304 |
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) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| (18 months) | (12 months) | |
| Carrying amount at the beginning of the year | 33,931 | 0 |
| 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 | 32,797 |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method | 4,575 | 1,330 |
| Impact of dividends received on equity | -1,508 | -196 |
| Other | 0 | 0 |
| Carrying amount at the end of the year | 36,998 | 33,931 |
| 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 (x1.000 €) | 31/12/2020 | |
| (18 months) | ||
| Net result (100%) | 18,323 | |
| Other elements of the global result | 0 | |
| Global result | 18,323 | |
| % held by Aedifica SA | 24.97% |
| Share in the profit or loss of associates and joint ventures accounted for using the equity method | |
|---|---|
| Amount of the interest at Aedifica SA (x 1.000€) | |
| Equity-accounted investments | 36,998 |
27 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 26
31/12/2019 (12 months restated period)
(18 months)
30/06/2019 (12 months)
Residential Holdco Sarl
(18 months)
-3 8 18 -4
-970 -4,742 -3,065 -6,577
30/06/2019 (12 months)
(18 months)
Subtotal -973 -4,734 -3,047 -6,581 Other -1,196 -853 -652 -723 TOTAL -2,169 -5,587 -3,699 -7,304
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
Carrying amount at the beginning of the year 33,931 0 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 32,797 Share in the profit or loss of associates and joint ventures accounted for using the equity method 4,575 1,330 Impact of dividends received on equity -1,508 -196 Other 0 0 Carrying amount at the end of the year 36,998 33,931
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 (x1.000 €) 31/12/2020
Net result (100%) 18,323 Other elements of the global result 0 Global result 18,323 % held by Aedifica SA 24.97% Share in the profit or loss of associates and joint ventures accounted for using the equity method 4,575
Equity-accounted investments 36,998
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) 31/12/2020
The Line 'Other' represents the changes in fair value of the put options granted to non-controlling shareholders (see Notes 24 and 43).
31/12/2020 (12 months restated period)
Note 16: Charges in fair value of financial assets and liabilities
Authorised hedging instruments qualifying for hedge accounting as defined
Authorised hedging instruments not qualifying for hedge accounting as
Authorised hedging instruments
defined under IFRS
controlled by Aedifica NV/SA.
for more information);
27 March 2019 for more information).
Amount of the interest at Aedifica SA (x 1.000€)
under IFRS
(x €1,000) 31/12/2020
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) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Parent | ||||
| Profit before tax (loss) | 193,416 | 116,183 | 125,194 | 93,665 |
| Effect of the Belgian REIT tax regime | -193,416 | -116,183 | -125,194 | -93,665 |
| Taxable result in Belgium based on non-deductible costs | 1,191 | 1,069 | 228 | 293 |
| Belgian current tax at rate of 29,58% | -352 | -316 | -68 | -87 |
| Belgian current tax regularisation for the previous year | -14 | 0 | 30 | 23 |
| Foreign current tax | -2,639 | -2,060 | -1,654 | -1,946 |
| Subtotal | -3,005 | -2,376 | -1,692 | -2,010 |
| Subsidiaries | ||||
| Belgian current tax | 0 | 0 | -5 | -54 |
| Foreign current tax | -8,525 | -5,327 | -5,249 | -2,434 |
| Subtotal | -8,525 | -5,327 | -5,254 | -2,488 |
| Corporate tax | -11,530 | -7,703 | -6,946 | -4,498 |
| Exit tax | 60 | 112 | -89 | -578 |
| Parent | -3,611 | -2,664 | -1,442 | -936 |
| Subsidiaries | -11,260 | -8,489 | -6,610 | -4,702 |
| Deferred taxes | -14,871 | -11,153 | -8,052 | -5,638 |
| TOTAL TAX | -26,341 | -18,744 | -15,087 | -10,714 |
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 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).
Aedifica – Annual Financial Report 2019/2020 – 28
The earnings per share ('EPS' as defined by IAS 33) is calculated as follows:
| 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|
|---|---|---|---|---|
| Profit (loss) (Owners of the parent) (x €1,000) | 173,068 | 103,894 | 153,903 | 123,497 |
| Weighted average number of shares outstanding during the period | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
| Basic EPS (in €) | 6.53 | 3.78 | 6.85 | 6.41 |
| Diluted EPS (in €) | 6.52 | 3.78 | 6.85 | 6.41 |
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) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| Profit (loss) (Owners of the parent) | 173,068 | 103,894 | 153,903 | 123,497 |
| Less: Changes in fair value of investment properties (see Note 11) | -25,049 | -5,069 | -70,202 | -63,317 |
| Less: Gain and losses on disposal of investment properties (see Note 9) | 559 | 1,827 | -8,659 | -7,321 |
| Less: Deferred taxes in respect of EPRA adjustments (see Note 18 and 25) | 14,811 | 11,041 | 8,141 | 6,216 |
| Less: Changes in fair value of financial assets and liabilities (see Note 16) | 2,169 | 5,587 | 3,699 | 7,304 |
| Less: Negative goodwill / goodwill impairment (see Note 12) | 0 | 0 | -132 | 0 |
| Add : Share in the profit or loss of associates and joint ventures accounted for using the equity method in respect of EPRA corrections |
-3,007 | -1,180 | -2,680 | -853 |
| Add: Non-controlling interests in respect of the above | 167 | 68 | 2,884 | 6,618 |
| Roundings | 0 | 0 | 2 | 1 |
| EPRA Earnings* | 162,718 | 116,168 | 86,956 | 72,145 |
| Weighted average number of shares outstanding during the period | 26,512,206 | 27,472,976 | 22,473,243 | 19,274,471 |
|---|---|---|---|---|
| EPRA Earnings* per share (in €) | 6.14 | 4.23 | 3.87 | 3.74 |
| EPRA Earnings* diluted per Share (in €) | 6.13 | 4.22 | 3.87 | 3.74 |
The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of the Annual Financial Report.
29 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 28
31/12/2019 (12 months restated period)
31/12/2019 (12 months restated period)
-3,007 -1,180 -2,680 -853
30/06/2019 (12 months)
30/06/2019 (12 months)
31/12/2020 (18 months)
(18 months)
Profit (loss) (Owners of the parent) (x €1,000) 173,068 103,894 153,903 123,497 Weighted average number of shares outstanding during the period 26,512,206 27,472,976 22,473,243 19,274,471 Basic EPS (in €) 6.53 3.78 6.85 6.41 Diluted EPS (in €) 6.52 3.78 6.85 6.41
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) 173,068 103,894 153,903 123,497 Less: Changes in fair value of investment properties (see Note 11) -25,049 -5,069 -70,202 -63,317 Less: Gain and losses on disposal of investment properties (see Note 9) 559 1,827 -8,659 -7,321 Less: Deferred taxes in respect of EPRA adjustments (see Note 18 and 25) 14,811 11,041 8,141 6,216 Less: Changes in fair value of financial assets and liabilities (see Note 16) 2,169 5,587 3,699 7,304 Less: Negative goodwill / goodwill impairment (see Note 12) 0 0 -132 0
Add: Non-controlling interests in respect of the above 167 68 2,884 6,618 Roundings 0 0 2 1 EPRA Earnings* 162,718 116,168 86,956 72,145
Weighted average number of shares outstanding during the period 26,512,206 27,472,976 22,473,243 19,274,471 EPRA Earnings* per share (in €) 6.14 4.23 3.87 3.74 EPRA Earnings* diluted per Share (in €) 6.13 4.22 3.87 3.74
The calculation in accordance with the model recommended by EPRA is included in the EPRA chapter of the Annual Financial Report.
31/12/2020 (12 months restated period)
31/12/2020 (12 months restated period)
Note 19: Earnings per share
It is calculated as follows:
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 method in respect of EPRA corrections
(x €1,000) 31/12/2020
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Gross value at the beginning of the year | 335 | 2,191 |
| Cumulative impairment losses at the beginning of the year | -335 | -335 |
| Carrying amount at the beginning of the year | 0 | 1,856 |
| Additions / Transfer | 161,726 | -1,856 |
| Impairment losses | 0 | 0 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 0 | |
| of which: gross value | 162,061 | 335 |
| cumulative impairment losses | -335 | -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 value test during the 2019/2020 financial year did not lead to a revaluation.
The goodwill addition over the last eighteen months (€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%.
On 31 December 2020, 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 December 31, 2020, the fair value of investment properties and development projects (net of deferred tax liability carried on the balance sheet) plus goodwill amounts to €858,741 k. The value in use, calculated on the same date according to the principles set out above, amounts to €866,250 k.
| Sensitivity analysis | Change in inflation | Change in discount rate | ||
|---|---|---|---|---|
| +0.5% | -0.5% | +0.5% | -0.5% | |
| Change of value in use (in %) | 16% | -13% | -14% | 16% |
Aedifica – Annual Financial Report 2019/2020 – 30
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). For presentation consistency between both periods, the 30/06/2019 split of the carrying amount between gross value and amortisations has been revised compared to what was presented in the 2018/2019 Financial Statements.
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Gross value at the beginning of the year | 939 | 833 |
| Depreciation and cumulative impairment losses at the beginning of the year | -533 | -532 |
| Carrying amount at the beginning of the year | 407 | 301 |
| Entries: items acquired separately | 1,790 | 229 |
| Disposals | -31 | -1 |
| Amortisations to income statement | -406 | -123 |
| Amortisations related to acquisitions and disposals | 30 | 0 |
| CARRYING AMOUNT AT THE END OF THE YEAR | 407 | |
| of which: gross value | 2,698 | 939 |
| amortisations and cumulative impairment losses | -909 | -533 |
| (x €1,000) | Marketable investment properties |
Development projects |
TOTAL |
|---|---|---|---|
| CARRYING AMOUNT AS OF 1/07/2018 | 1,701,280 | 35,183 | 1,736,463 |
| Acquisitions | 698,727 | 13,424 | 712,151 |
| Disposals | -291,407 | 0 | -291,407 |
| Capitalised interest charges | 0 | 1,083 | 1,083 |
| Capitalised employee benefits | 0 | 92 | 92 |
| Other capitalised expenses | 6,413 | 101,191 | 107,604 |
| Transfers due to completion | 86,441 | -86,441 | 0 |
| Changes in fair value (see Note 11) | 76,382 | -13,065 | 63,317 |
| Other expenses booked in the income statement | 0 | 0 | 0 |
| Transfers to equity | -12,162 | -262 | -12,424 |
| Assets classified as held for sale | -1,170 | 0 | -1,170 |
| CARRYING AMOUNT AS OF 30/06/2019 | 2,264,504 | 51,205 | 2,315,709 |
| 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 |
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 and Sweden.
The fair value of the marketable investment properties as of 31 December 2020 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.77% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2019/2020 Annual Financial Report). A positive 0.10% change in the capitalisation rate would lead to a negative change of approx. €62 million in the portfolio's fair value.
Development projects are described in detail in the Property Report included in the present Annual Financial Report.
The portfolio of investment properties includes a right of use of €52 million related to plots of land held in 'leasehold' by Hoivatilat in accordance with IFRS 16.
Assets classified as held for sale (line II.A. included in the assets on the balance sheet) amount to €6.1 million as of 31 December 2020. They mainly relate to three care homes in the United Kingdom that are considered to be non-strategic assets.
Acquisitions made during the financial year are described in detail in the Management 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 2019/2020 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 31/12/2020 (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.
31 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 30
Development projects
TOTAL
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). For presentation consistency between both periods, the 30/06/2019 split of the carrying amount between gross value and amortisations has been revised compared to what was presented in the 2018/2019 Financial
(x €1,000) 31/12/2020 30/06/2019
Gross value at the beginning of the year 939 833 Depreciation and cumulative impairment losses at the beginning of the year -533 -532 Carrying amount at the beginning of the year 407 301 Entries: items acquired separately 1,790 229 Disposals -31 -1 Amortisations to income statement -406 -123 Amortisations related to acquisitions and disposals 30 0 CARRYING AMOUNT AT THE END OF THE YEAR 1,790 407 of which: gross value 2,698 939 amortisations and cumulative impairment losses -909 -533
CARRYING AMOUNT AS OF 1/07/2018 1,701,280 35,183 1,736,463 Acquisitions 698,727 13,424 712,151 Disposals -291,407 0 -291,407 Capitalised interest charges 0 1,083 1,083 Capitalised employee benefits 0 92 92 Other capitalised expenses 6,413 101,191 107,604 Transfers due to completion 86,441 -86,441 0 Changes in fair value (see Note 11) 76,382 -13,065 63,317 Other expenses booked in the income statement 0 0 0 Transfers to equity -12,162 -262 -12,424 Assets classified as held for sale -1,170 0 -1,170 CARRYING AMOUNT AS OF 30/06/2019 2,264,504 51,205 2,315,709
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
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 2020 is assessed by independent valuation experts. The average capitalisation rate applied to contractual rents is 5.77% (in accordance with the valuation methodology – presented in the first bullet of section 1.11 of the Standing Documents included in the 2019/2020 Annual Financial Report). A positive 0.10% change in the capitalisation rate would
investment properties
(x €1,000) Marketable
properties are located in Belgium, Germany, the Netherlands, the United Kingdom, Finland and Sweden.
Development projects are described in detail in the Property Report included in the present Annual Financial Report.
lead to a negative change of approx. €62 million in the portfolio's fair value.
Note 21: Intangible assets
Note 22: Investment properties
Statements.
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.
Aedifica – Annual Financial Report 2019/2020 – 32
| Type of asset | Fair value as of 30/06/2019 (x €1,000) |
Assessment method | Unobservable data 1 | Min | Max | Weighted average |
|---|---|---|---|---|---|---|
| HEALTHCARE REAL ESTATE | 2,269,744 | |||||
| Belgium | 1,028,213 | DCF & Capitalisation | ERV / m² | 72 | 232 | 131 |
| Inflation | 1.5% | 1.8% | 1.6% | |||
| Discount rate | 5.0% | 7.3% | 5.6% | |||
| Capitalisation rate | 4.5% | 7.3% | 5.5% | |||
| Residual maturity (year) | 2 | 28 | 21 | |||
| Netherlands | 336,440 | DCF & Capitalisation | ERV / m² | 45 | 316 | 148 |
| Inflation | 1.8% | 2.0% | 1.8% | |||
| Discount rate | 4.3% | 7.8% | 6.1% | |||
| Capitalisation rate | 4.3% | 7.4% | 5.8% | |||
| Residual maturity (year) | 12 | 28 | 18 | |||
| Germany | 380,790 | DCF & Capitalisation | ERV / m² | 39 | 198 | 130 |
| Inflation | 2.0% | 2.0% | 2.0% | |||
| Discount rate | 4.8% | 7.4% | 6.3% | |||
| Residual maturity (year) | 11 | 32 | 22 | |||
| United Kingdom | 524,301 | DCF & Capitalisation | ERV / m² | 56 | 487 | 156 |
| Capitalisation rate | 5.2% | 10.0% | 6.6% | |||
| Residual maturity (year) | 14 | 33 | 22 | |||
| DEVELOPMENT PROJECTS | 51,205 | DCF & Capitalisation | ERV / m² | 85 | 229 | 161 |
| Inflation | 1.5% | 2.0% | 1.9% | |||
| Discount rate | 4.9% | 7.1% | 5.9% | |||
| Capitalisation rate | 4.6% | 7.5% | 5.7% | |||
| Residual maturity (year) | 12 | 32 | 24 | |||
| Total | 2,320,949 |
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 nine 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.
33 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 32
average
Assessment method Unobservable data 1 Min Max Weighted
Inflation 1.5% 1.8% 1.6% Discount rate 5.0% 7.3% 5.6% Capitalisation rate 4.5% 7.3% 5.5%
Residual maturity (year) 2 28 21
Inflation 1.8% 2.0% 1.8% Discount rate 4.3% 7.8% 6.1% Capitalisation rate 4.3% 7.4% 5.8% Residual maturity (year) 12 28 18
Inflation 2.0% 2.0% 2.0% Discount rate 4.8% 7.4% 6.3% Residual maturity (year) 11 32 22
Capitalisation rate 5.2% 10.0% 6.6% Residual maturity (year) 14 33 22
Inflation 1.5% 2.0% 1.9% Discount rate 4.9% 7.1% 5.9% Capitalisation rate 4.6% 7.5% 5.7% Residual maturity (year) 12 32 24
in case of increase of the unobservable input value
Belgium 1,028,213 DCF & Capitalisation ERV / m² 72 232 131
Netherlands 336,440 DCF & Capitalisation ERV / m² 45 316 148
Germany 380,790 DCF & Capitalisation ERV / m² 39 198 130
United Kingdom 524,301 DCF & Capitalisation ERV / m² 56 487 156
DEVELOPMENT PROJECTS 51,205 DCF & Capitalisation ERV / m² 85 229 161
In accordance with legal provisions, properties are revalued four times per year based on valuation reports prepared by the nine 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
ERV / m² negative positive Capitalisation rate positive negative Inflation negative positive Discount rate positive negative Residual maturity (year) negative positive
the Company's information system and are thus subject to the Company's internal control environment;
of the Audit and Risk Committee, these reports are submitted to the Board of Directors.
Unobservable data Effect on the fair value
Interrelations between unobservable data are possible, as they are determined in part by market conditions.
Type of asset Fair value as
HEALTHCARE REAL ESTATE 2,269,744
Total 2,320,949
appointed by the Company. These valuations are based on:
1 ERV / m² is expressed in local currency.
of 30/06/2019 (x €1,000)
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Gross value at beginning of the period | 2,220 | 8,155 |
| Depreciation and cumulative impairment losses at beginning of period | -894 | -5,586 |
| Carrying amount at beginning of period | 1,326 | 2,569 |
| Additions | 3,000 | 328 |
| Disposals | -275 | -1,191 |
| Depreciations to income statement | -1,629 | -380 |
| Depreciations related to acquisitions and disposals | 392 | 0 |
| CARRYING AMOUNT AT END OF PERIOD | 2,813 | 1,326 |
| of which: gross value (excl. IFRS 16) | 2,272 | 2,220 |
| Right of use assets (in accordance with IFRS 16) | 2,672 | 0 |
| depreciations and cumulative impairment losses | -1,267 | -894 |
| Depreciations on right of use assets (in accordance with IFRS 16) | -864 | 0 |
The increase of the 'Additions' line is mainly due to the right of use related to assets (in accordance with IFRS 16). Amortisation is recognised in income under the line 'overheads' (see Note 7).
| (x €1,000) | 30/06/2019 | |
|---|---|---|
| Receivables | ||
| Collateral | 438 | 304 |
| Other non-current receivables | 490 | -114 |
| 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) | 234 | 117 |
| 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 | 1,162 | 307 |
| Liabilities at fair value through profit or loss | ||
| Hedging instruments (see Note 33) | -30,362 | -27,244 |
| Other | -5,287 | -4,604 |
| Total non-current financial liabilities | ||
| Hedging instruments (see Note 33) | -20,858 | -20,926 |
| Non current lease liability (in accordance with IFRS 16) | -51,553 | 0 |
| TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES | -108,060 | -52,774 |
| Total current financial liabilities | ||
| Current lease liability (in accordance with IFRS 16) | -2,077 | 0 |
| TOTAL OTHER CURRENT FINANCIAL LIABILITIES | -2,077 | 0 |
The collateral at fair value (€438 k; 30 June 2019: €304 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 (€5,287 k; 30 June 2019: €4,604 k) include the put options granted to noncontrolling shareholders (see Notes 16 and 43).
Aedifica – Annual Financial Report 2019/2020 – 34
The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They 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 integration of Hoivatilat.
Changes in deferred taxes are as follows (see also Note 18):
| (x €1,000) | Assets | Liabilities |
|---|---|---|
| CARRYING AMOUNT AS OF 1/07/2018 | 0 | -6,211 |
| Originations | 0 | 2,118 |
| Reversals | 0 | -7,756 |
| Scope changes | 0 | 1 |
| CARRYING AMOUNT AS OF 30/06/2019 | 0 | -11,848 |
| (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) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| TRADE RECEIVABLES - NET VALUE | 12,698 | 11,216 |
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 which do not generate interest.
The credit risk associated with trade receivables is limited thanks to the diversity of the client base and rental guarantees (€125 million; 30 June 2019: €31 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) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| under 90 days | 3,176 | 2,741 |
| over 90 days | 3,431 | 389 |
| Subtotal | 6,607 | 3,130 |
| Not due | 9,474 | 8,127 |
| Write-downs | -3,383 | -41 |
| CARRYING AMOUNT | 12,698 | 11,216 |
Write-downs, which mainly concern the depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of the buildings to the new tenants in April 2020, have evolved as follows:
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| At beginning of period | -41 | -110 |
| Addition | -3,815 | -30 |
| Utilisation | 0 | 0 |
| Reversal | 473 | 5 |
| Mergers / Transfers | 0 | 94 |
| AT END OF PERIOD | -3,383 | -41 |
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Tax | 3,575 | 285 |
| Other | 1,602 | 972 |
| TOTAL | 5,177 | 1,257 |
Tax receivables are composed of tax credits.
Aedifica – Annual Financial Report 2019/2020 – 34
The deferred taxes recognised in the balance sheet arise from the acquisitions of investment properties located outside of Belgium. They result
(x €1,000) Assets Liabilities
CARRYING AMOUNT AS OF 1/07/2018 0 -6,211 Originations 0 2,118 Reversals 0 -7,756 Scope changes 0 1 CARRYING AMOUNT AS OF 30/06/2019 0 -11,848
(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) 31/12/2020 30/06/2019
TRADE RECEIVABLES - NET VALUE 12,698 11,216
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 (€125 million; 30 June 2019: €31 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
(x €1,000) 31/12/2020 30/06/2019
Write-downs, which mainly concern the depreciation for doubtful debts for Four Seasons for the period from 1 October 2019 until the transfer of
(x €1,000) 31/12/2020 30/06/2019
At beginning of period -41 -110 Addition -3,815 -30 Utilisation 0 0 Reversal 473 5 Mergers / Transfers 0 94 AT END OF PERIOD -3,383 -41
under 90 days 3,176 2,741 over 90 days 3,431 389 Subtotal 6,607 3,130 Not due 9,474 8,127 Write-downs -3,383 -41 CARRYING AMOUNT 12,698 11,216
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 integration of Hoivatilat.
Changes in deferred taxes are as follows (see also Note 18):
Note 25: Deferred taxes
Note 26: Trade receivables
Trade receivables are analysed as follows:
of the fair value of assets which do not generate interest.
in the carrying amount of receivables recognised on the balance sheet.
the buildings to the new tenants in April 2020, have evolved as follows:
35 – Aedifica – Annual Financial Report 2019/2020
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Short-term deposits | 0 | 0 |
| Cash at bank and in hands | 23,546 | 15,405 |
| TOTAL | 23,546 | 15,405 |
The amounts presented above were available as of 31 December 2020 and 30 June 2019.
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Accrued rental income | 2,981 | 194 |
| Deferred property charges | 291 | 951 |
| Other | 424 | 184 |
| TOTAL | 3,696 | 1,329 |
Aedifica – Annual Financial Report 2019/2020 – 36
Aedifica has completed four capital increases during the 2019/2020 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 | 18,200,829 | 480,280 |
| Capital increase of 20 November 2018 | 240,597 | 6,349 |
| Capital increase of 7 May 2019 | 6,147,142 | 162,209 |
| Capital increase of 20 June 2019 | 12,590 | 332 |
| Situation at the end 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 year | 33,086,572 | 873,081 |
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 2020, 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%.
| SHAREHOLDERS | Voting rights (in %) |
|---|---|
| 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 33,086,572 issued as of 31 December 2020 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 8 June 2020, 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 realized 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 2020, the balance of the authorised capital amounts to:
37 – Aedifica – Annual Financial Report 2019/2020
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 €714,087,021.34, 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 €4.60 gross per share, i.e. a total dividend of €122,490 k, to be divided over four coupons (coupon no. 23: €2.48; coupon no. 24: €0.52); coupon no. 26: €1.03; coupon no. 27: €0.57). In anticipation of the final dividend that will be distributed in May 2021 after approval by the General Meeting, the Board of Directors decided to pay out an interim dividend to the shareholders in October 2020 of €3.00 per share (split between coupons no. 23 and 24), representing a total dividend of €75,309 k.
Taking into account the Royal Decree of 13 July 2014, on 31 December 2020 the available (statutory) reserves calculated in accordance with Article 7:212 of the Companies and Associations Code amount to €60,918 k, after the dividend distribution proposed above (30 June 2019: €34,221 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 and 36). Equity is monitored with a view to the continuity of business activities and the financing of growth.
Aedifica – Annual Financial Report 2019/2020 – 36
Number of shares Capital (x €1,000)
(in %)
Note 30: Equity
of a capital increase in cash;
costs, in accordance with IFRS).
Aedifica NV/SA holds no treasury shares.
to 100%.
Aedifica has completed four capital increases during the 2019/2020 financial year:
of land of Klein Veldekens care campus in Geel (Belgium) in Aedifica NV/SA;
plot of land of De Gouden Jaren care home in Tienen (Belgium) in Aedifica NV/SA.
The capital has evolved in the following manner since the beginning of the financial year:
2020 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:
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,
right or the priority allocation right by the shareholders of the Company,
of an accelerated private placement ('accelerated bookbuilding') with institutional investors;
28 April 2020: capital increase of approx. €207 million (including share premium) by issuing 2,460,115 new Aedifica shares in the context
10 July 2020: capital increase of approx. €39 million (including share premium) by way of the contribution in kind of the buildings and plot
27 October 2020: capital increase of approx. €459 million (including share premium) by issuing 5,499,373 new Aedifica shares in the context
17 December 2020: capital increase of approx. €8 million (including share premium) by way of the contribution in kind of the building and
Situation at the beginning of the previous year 18,200,829 480,280 Capital increase of 20 November 2018 240,597 6,349 Capital increase of 7 May 2019 6,147,142 162,209 Capital increase of 20 June 2019 12,590 332 Situation at the end 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 year 33,086,572 873,081
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 2020, 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 33,086,572 issued as of 31 December
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 8 June 2020, as the case may be, rounded down to the euro cent for capital increases by contribution in cash whereby the possibility is provided for the exercise of the preferential subscription
2) 50% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, as the case may be, rounded down to
3) 10% of the amount of the capital on the date of the extraordinary general meeting of 8 June 2020, 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 Aedifica takes out group insurance for all of its employees and the members of its Executive Committee (Executive Managers). The purpose of these contributions is to provide the following benefits:
payment of a "Life" benefit to the member if alive on the date of retirement;
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 2019/2020 annual financial report.
Aedifica – Annual Financial Report 2019/2020 – 38
In respect of these pension schemes, Aedifica held outsourced assets of €676 k as at 31 December 2020.
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 €26 k as at 31 December 2020.
In previous years, an additional defined contribution plan was introduced in Germany and the Netherlands. 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, unlike the aforementioned Belgian plans.
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Non-current financial debts | 1,062,297 | 584,193 |
| Credit institutions | 985,412 | 569,226 |
| Other | 76,885 | 14,967 |
| Current financial debts | 604,402 | 272,317 |
| Credit institutions | 313,902 | 172,317 |
| Other | 290,500 | 100,000 |
| TOTAL | 1,666,699 | 856,510 |
On 31 December 2020, Aedifica had committed credit facilities totalling €1,894 million granted by 22 credit providers, including 19 banks.
Aedifica NV/SA also has a treasury notes programme totalling €400 million, of which €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% |
Under this programme, Aedifica has completed 4 private placements (see table above) amounting to €77 million. These amounts are presented on line 'Other' of the 'Non-current financial debts'.
As of 31 December 2020, the short-term portion of the treasury notes programme (listed under the heading 'Other' of the 'Current financial debts') is entirely used for an amount of €250 million.
Hoivatilat Oyj also issues treasury notes in its own name. As of 31 December 2020, the outstanding amount was €41 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.
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.
Over the course of the financial year, the average effective interest rate* (including credit margin and the effect of the hedging instruments) amounted to 1.5% after deduction of capitalised interest (1.7% in 2018/2019) or 1.6% before deduction of capitalised interest (1.8% in 2018/2019). Taking into account the duration of the drawings, the carrying amount of the financial debts with variable interest rate approximates their fair value (€1,531 million). The interest rate hedges are discussed in Note 33. The fair value of the financial debts with fixed interest rate (€136 million) is estimated at €153 million.
As of 31 December 2020, 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 2020, the ratio between the secured financial debt and the assets was 9%.
After the close of the financial year, in early 2021, Aedifica signed a successful bond issue of £180 million through a private placement with US, UK and Canadian institutional investors. The bonds will have maturities of 7 and 12 years with a coupon of 2.58% and 2.79% respectively. Aedifica thus continues to diversify its funding sources and lengthen the average maturity of its debt. Proceeds from this US private placement, received on 4 March 2021, were used to repay the £150 million bridge facility.
Taking into account the elements mentioned above, the maturity dates of Aedifica's financial debts as of 31 December 2020 are as follows:
| Financial debt (in € million) 1 |
Lines | Utilisation | of which treasury notes |
|---|---|---|---|
| 31/12/2021 | 632 | 607 | 291 |
| 31/12/2022 | 121 | 51 | - |
| 31/12/2023 | 285 | 135 | - |
| 31/12/2024 | 268 | 198 | - |
| 31/12/2025 | 556 | 312 | - |
| 31/12/2026 | 102 | 69 | - |
| >31/12/2026 | 297 | 297 | 77 |
| Total as of 31 December 2020 | 2,262 | 1,669 | 368 |
| Weighted average maturity (in years) 2 | 4.1 | 4.4 |
1 Amounts in £ were converted into € based on the exchange rate of 31 December 2020 (1.1123 £/€).
2 Without regard to short-term treasury notes and the bridge facility.
39 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 38
Issue date Maturity date Coupon
(%)
In respect of these pension schemes, Aedifica held outsourced assets of €676 k as at 31 December 2020.
net liability of less than €26 k as at 31 December 2020.
to the Euribor rate prevailing at the time of the withdrawal.
early March 2021 with the proceeds of a private placement.
presented on line 'Other' of the 'Non-current financial debts'.
debts') is entirely used for an amount of €250 million.
heading 'Other' of the 'Current financial debts').
ISIN code Nominal amount
plans.
Note 32: Borrowings
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 and the Netherlands. 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, unlike the aforementioned Belgian
(x €1,000) 31/12/2020 30/06/2019
Non-current financial debts 1,062,297 584,193 Credit institutions 985,412 569,226 Other 76,885 14,967 Current financial debts 604,402 272,317 Credit institutions 313,902 172,317 Other 290,500 100,000 TOTAL 1,666,699 856,510
On 31 December 2020, Aedifica had committed credit facilities totalling €1,894 million granted by 22 credit providers, including 19 banks.
Aedifica can use up to €1,395 million depending on its needs, so long as the debt-to-assets ratio does not exceed 60% and other covenants are met (in line with market practice). Each withdrawal is made in euros for a period of up to 12 months, at a fixed margin set with reference
The bridge facility concluded to finance the acquisition of the shares of Hoivatilat Oyj and to refinance the GBP bridge facility concluded for the acquisition of the healthcare real estate portfolio in the United Kingdom, which was due to expire in October 2020, was extended until October 2021. The capital raised in the April 2020 capital increase was used to repay €203 million of the bridge facility. The capital increase of 27 October 2020 (see section 3.2 of the Management Report) allowed repayment of the remaining amount of the Euro tranche of the bridge facility (€97 million). The remaining GBP tranche of €167 million has been recognised as current financial debt and was repaid in
Aedifica also has amortising facilities with fixed interest rates between 1.1% and 6.0% amounting to €59 million and variable interest rates
Aedifica NV/SA also has a treasury notes programme totalling €400 million, of which €250 million is available for treasury notes with a duration
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% - Under this programme, Aedifica has completed 4 private placements (see table above) amounting to €77 million. These amounts are
Hoivatilat Oyj also issues treasury notes in its own name. As of 31 December 2020, the outstanding amount was €41 million (listed under the
The entire outstanding amount of the treasury notes programme is fully hedged by the available funds on confirmed long-term credit lines.
Maturity (years)
amounting to €273 million, of which €238 million are credits held directly or indirectly by Hoivatilat Oyj.
of less than one year and €150 million is available for treasury notes with a duration of more than one year.
(in € million)
Without regard to short-term financing (short-term treasury notes and bridge facility), the weighted average maturity of the financial debts as of 31 December 2020 is 4.4 years.
Aedifica – Annual Financial Report 2019/2020 – 40
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 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 and the financial charges of the bridge facility, gradually, on a tranche-by-tranche basis, with pound sterling forward contracts to smooth out exchange rate fluctuations.
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 instruments is calculated by the banks based on the present value of the estimated expected cash flows. 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 30/06/2019 |
(x €1,000) | (months) | (years) | accounting (yes/no) |
(in %) | (x €1,000) | |
| IRS | 25,000 | 02/11/2016 | 3 | 6 | Yes | 1.30 | -1,357 |
| IRS | 75,000 | 02/01/2020 | 3 | 2 | Yes | 0.33 | -1,207 |
| IRS | 50,000 | 01/01/2021 | 3 | 3 | Yes | 0.80 | -1,653 |
| IRS | 50,000 | 03/01/2022 | 3 | 2 | Yes | 0.73 | -961 |
| IRS | 25,000 | 02/05/2019 | 3 | 6 | Yes | 1.10 | -2,054 |
| IRS | 50,000 | 01/02/2022 | 3 | 2 | No | 0.34 | -553 |
| IRS | 25,000 | 01/07/2019 | 3 | 6 | No | 1.69 | -2,937 |
| IRS | 50,000 | 01/01/2021 | 3 | 2 | Yes | 0.64 | -1,036 |
| IRS° | 9,582 | 01/04/2011 | 3 | 32 | Yes | 4.89 | -6,044 |
| IRS | 25,000 | 02/05/2019 | 3 | 6 | Yes | 1.19 | -2,203 |
| IRS | 15,000 | 01/07/2018 | 3 | 7 | No | 3.28 | -3,237 |
| IRS | 8,000 | 01/07/2018 | 3 | 7 | No | 3.35 | -1,758 |
| IRS | 12,000 | 01/07/2018 | 3 | 7 | No | 3.25 | -2,568 |
| IRS | 50,000 | 01/02/2022 | 3 | 3 | No | 0.46 | -871 |
| IRS° | 23,846 | 31/07/2014 | 3 | 29 | No | 4.39 | -11,505 |
| IRS | 25,000 | 03/04/2017 | 3 | 8 | No | 1.99 | -3,069 |
| IRS | 50,000 | 01/11/2019 | 3 | 5 | Yes | 0.78 | -2,694 |
| IRS | 50,000 | 03/01/2022 | 3 | 1 | Yes | 0.65 | -486 |
| IRS | 50,000 | 01/11/2019 | 3 | 3 | Yes | 0.39 | -1,231 |
| IRS°° | 3,646 | 08/10/2018 | 3 | 13 | No | 3.06 | -745 |
| CAP | 50,000 | 01/05/2020 | 3 | 2 | No | 0.00 | 38 |
| CAP | 50,000 | 01/10/2015 | 3 | 4 | No | 0.35 | 0 |
| CAP | 50,000 | 01/11/2017 | 3 | 2 | No | 0.00 | 1 |
| CAP | 50,000 | 01/07/2017 | 3 | 4 | No | 0.50 | 1 |
| CAP | 50,000 | 01/01/2019 | 3 | 2 | No | 0.35 | 2 |
| CAP | 50,000 | 01/11/2016 | 3 | 5 | No | 0.50 | 7 |
| CAP | 50,000 | 01/11/2019 | 3 | 2 | No | 0.50 | 7 |
| CAP | 50,000 | 01/11/2017 | 3 | 4 | No | 0.25 | 14 |
| CAP | 50,000 | 01/11/2017 | 3 | 2 | No | 0.00 | 1 |
| CAP | 100,000 | 01/04/2019 | 3 | 2 | No | 0.25 | 7 |
| CAP | 100,000 | 01/01/2019 | 3 | 2 | No | 0.00 | 9 |
| CAP | 100,000 | 01/01/2019 | 3 | 2 | No | 0.00 | 22 |
| CAP | 50,000 | 04/05/2020 | 3 | 1 | No | 0.00 | 8 |
| TOTAL | 1,472,074 | -48,053 |
° 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.
| INSTRUMENT | Notional amount | Beginning | Periodicity | Duration | Hedge | Interest rate | Fair value |
|---|---|---|---|---|---|---|---|
| Analysis as at 31/12/2020 |
(x €1,000) | (months) | (years) | accounting (yes/no) |
(in %) | (x €1,000) | |
| 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 | 0.70 | -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.
The total notional amount of €1,630 million presented in the table above is broken down as follows:
41 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 40
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 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
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 and the financial charges of the bridge facility, gradually, on a tranche-by-tranche basis, with pound sterling forward contracts to smooth out exchange rate fluctuations.
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 instruments is calculated by the banks based on the present value of the estimated expected cash flows. 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
(months)
Analysis as at (x €1,000)
IRS 25,000 02/11/2016 3 6 Yes 1.30 -1,357 IRS 75,000 02/01/2020 3 2 Yes 0.33 -1,207 IRS 50,000 01/01/2021 3 3 Yes 0.80 -1,653 IRS 50,000 03/01/2022 3 2 Yes 0.73 -961 IRS 25,000 02/05/2019 3 6 Yes 1.10 -2,054 IRS 50,000 01/02/2022 3 2 No 0.34 -553 IRS 25,000 01/07/2019 3 6 No 1.69 -2,937 IRS 50,000 01/01/2021 3 2 Yes 0.64 -1,036 IRS° 9,582 01/04/2011 3 32 Yes 4.89 -6,044 IRS 25,000 02/05/2019 3 6 Yes 1.19 -2,203 IRS 15,000 01/07/2018 3 7 No 3.28 -3,237 IRS 8,000 01/07/2018 3 7 No 3.35 -1,758 IRS 12,000 01/07/2018 3 7 No 3.25 -2,568 IRS 50,000 01/02/2022 3 3 No 0.46 -871 IRS° 23,846 31/07/2014 3 29 No 4.39 -11,505 IRS 25,000 03/04/2017 3 8 No 1.99 -3,069 IRS 50,000 01/11/2019 3 5 Yes 0.78 -2,694 IRS 50,000 03/01/2022 3 1 Yes 0.65 -486 IRS 50,000 01/11/2019 3 3 Yes 0.39 -1,231 IRS°° 3,646 08/10/2018 3 13 No 3.06 -745 CAP 50,000 01/05/2020 3 2 No 0.00 38 CAP 50,000 01/10/2015 3 4 No 0.35 0 CAP 50,000 01/11/2017 3 2 No 0.00 1 CAP 50,000 01/07/2017 3 4 No 0.50 1 CAP 50,000 01/01/2019 3 2 No 0.35 2 CAP 50,000 01/11/2016 3 5 No 0.50 7 CAP 50,000 01/11/2019 3 2 No 0.50 7 CAP 50,000 01/11/2017 3 4 No 0.25 14 CAP 50,000 01/11/2017 3 2 No 0.00 1 CAP 100,000 01/04/2019 3 2 No 0.25 7 CAP 100,000 01/01/2019 3 2 No 0.00 9 CAP 100,000 01/01/2019 3 2 No 0.00 22 CAP 50,000 04/05/2020 3 1 No 0.00 8 TOTAL 1,472,074 -48,053
° Notional amount depreciable over the duration of the swap. Aedifica and the bank may liquidate in advance these contracts every 10 years.
Duration (years)
Hedge accounting (yes/no)
Interest rate (in %)
Fair value
Note 33: Hedging instruments
INSTRUMENT Notional amount
1.1 Framework
30/06/2019
of floating-rate debt to fixed-rate debt, or to capped-rate debt ('cash flow hedges').
(x €1,000)
°° Notional amount depreciable over the duration of the swap.
risk ('credit valuation adjustment' or 'CVA'). The tables below list the Company's hedging instruments.
Beginning Periodicity
The total fair value of the hedging instruments presented in the table above (-50,986 k) can be broken down as follows: €234 k on line I.E. of the asset side of the consolidated balance sheet and €51,220 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 (€1,225 k), the effect of the changes in fair value of interest rate hedging instruments on equity amounts to -€52,211 k.
Aedifica – Annual Financial Report 2019/2020 – 42
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Changes in fair of the derivatives | ||
| Beginning of the year | -20,922 | -11,290 |
| Changes in the effective portion of the fair value of hedging instruments (accrued interests) | -3,419 | -11,611 |
| Transfer to the income statement of interests paid on hedging instruments | 3,485 | 1,979 |
| Transfer to the reserve account regarding revoked designation | 0 | 0 |
| AT YEAR-END | -20,856 | -20,922 |
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 2021 and 31 July 2043.
The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (+€70 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2018/2019 financial year (loss of €4 k) that was appropriated in 2018/2019 by decision of the Annual General Meeting held in October 2019. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) amounts to -€3 k as of 31 December 2020.
The financial result includes an income of €691 k (30 June 2019: a loss of €5,798 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 non-linear amortisation of the fair value of terminated derivatives as of their date of termination, which amounts to €1,661 k (30 June 2019: €1,107 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 €2,081 k (30 June 2019: €1,375 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 July 2019 and 31 December 2020. This resulted in a charge of €973 k, recognised in the income statement, and to an income of €1,731 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 €1,923 k (€2,832 k as of 30 June 2019). 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 €1,305 k (€1,220 k on 30 June 2019) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact on the income statement in the same range.
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 calculated by the banks on the basis of the present value of the estimated cash flows. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). As of 31 December 2020, 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 and the financial charges of the bridge facility with pound sterling forward contracts.
43 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 42
1.2 Derivatives for which hedge accounting is applied
1.3 Derivatives for which hedge accounting is not applied
time of the subscription to the caps, which amounts to €2,081 k (30 June 2019: €1,375 k).
income statement, and to an income of €1,731 k, recognised in equity.
Changes in fair of the derivatives
1 January 2021 and 31 July 2043.
1.4 Sensitivity analysis
same range.
(x €1,000) 31/12/2020 30/06/2019
Beginning of the year -20,922 -11,290 Changes in the effective portion of the fair value of hedging instruments (accrued interests) -3,419 -11,611 Transfer to the income statement of interests paid on hedging instruments 3,485 1,979 Transfer to the reserve account regarding revoked designation 0 0 AT YEAR-END -20,856 -20,922
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
The year-end equity value includes the effective part (as defined in IFRS 9) of the change in fair value (+€70 k) of the financial instruments corresponding to the derivatives for which hedge accounting may be applied, and the ineffective portion of the 2018/2019 financial year (loss of €4 k) that was appropriated in 2018/2019 by decision of the Annual General Meeting held in October 2019. These financial instruments are 'level
The financial result includes an income of €691 k (30 June 2019: a loss of €5,798 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 non-linear amortisation of the fair value of terminated derivatives as of their date of termination, which amounts to €1,661 k (30 June 2019: €1,107 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
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 July 2019 and 31 December 2020. This resulted in a charge of €973 k, recognised in the
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 €1,923 k (€2,832 k as of 30 June 2019). 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 €1,305 k (€1,220 k on 30 June 2019) on the income statement. A decrease of 10 bps in the interest rate would have a negative impact on the income statement in the
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 calculated by the banks on the basis of the present value of the estimated cash flows. These financial instruments are 'level 2' derivatives (according to IFRS 13p81). As of 31 December 2020, 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 and the financial charges of the bridge facility with pound sterling forward contracts.
2' derivatives (according to IFRS 13p81). The ineffective part (according to IAS 39) amounts to -€3 k as of 31 December 2020.
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Trade debts | 18,768 | 16,509 |
| Exit tax | 2,295 | 3,106 |
| Taxes, social charges and salaries debts | ||
| Tax | 8,696 | 5,836 |
| Salaries and social charges | 2,285 | 1,570 |
| Other | ||
| Dividends of previous years | 23 | 23 |
| TOTAL | 32,067 | 27,044 |
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). It is anticipated that these debts will be settled within 12 months. The carrying amount constitutes an approximation of their fair value.
The increase of the 'Tax' line is related to the Group's international growth. The Group's foreign subsidiaires are subject to the applicable common-law corporate tax.
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Property income received in advance | 3,688 | 3,832 |
| Financial charges accrued | 3,387 | 2,666 |
| Other accrued charges | 3,652 | 1,801 |
| TOTAL | 10,727 | 8,299 |
This increase is related to the Group's international growth.
Aedifica – Annual Financial Report 2019/2020 – 44
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 included in section 4.3 of the Management Report included in this Annual Financial Report. As of 31 December 2020, it amounts to 38.1% at the statutory level and to 43.2% 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). In September 2020, Aedifica submitted such a financial plan to the FSMA after the consolidated debt-to-assets ratio had exceeded the 50% threshold. With regard to this financial plan, the statutory auditor issued a special report in which he confirmed that he verified the preparation of the plan (in particular in terms of its economic basis) and that the figures of this plan correspond to those in Aedifica's accounts. The main objective of this financial plan was to reduce the consolidated debt-to-assets ratio by way of a public offer to subscribe for new shares in the context of a capital increase in cash. This capital increase was successfully completed on 27 October 2020 (see section 3.2 of the Management Report), reducing the consolidated debt-to-assets ratio to 43.2% (on 31 December 2020), well below the 50% threshold. 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 €23.5 million as of 31 December 2020.
As of 31 December 2020, 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 2020, the ratio between the secured financial debt and the assets was 9%. It is possible that in the context of supplementary financing, additional mortgages will be granted.
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 2020, Aedifica has drawn €1,378 million (30 June 2019: €744 million) from the total amount of €1,971 million in available confirmed bank financing and medium-term notes. The remaining headroom (€593 million) including the funding secured in early 2021 (see section 3.1 of the Management Report), is sufficient to cover Aedifica's short-term financial needs as well as the existing development projects until the end of the 2021 financial year. The financial plan for 2021 includes total net investments amounting to approx. €740 million, to be paid in cash. This mainly concerns payments in the context of the committed pipeline of development projects (approx. €432 million), payments related to the acquisitions announced since 1 January 2021 (€83 million) and additional potential investments for which there is no commitment yet amounting to approx. €225 million (see section 5 of the Management Report).
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 2020, medium-term notes amount to €77 million (30 June 2019: €15 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 2020, the undiscounted future cash flows related to the credit facilities include €607 million maturing within 1 year, €695 million maturing within 1 to 5 years, and €366 million maturing in more than 5 years. The credit facilities also give rise to an interest expense of €9.5 million that is due within 1 year (30 June 2019: €562 million capital and €5 million interest due within 1 year).
The undiscounted contractual future cash flows related to hedging instruments are analysed as follows:
| As at 31/12/2020 (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 |
| As at 30/06/2019 (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 | -2,432 | -14,092 | -3,844 | -20,369 |
| Derivatives for which hedge accounting is not applied | -3,456 | -14,710 | -9,091 | -27,257 |
45 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 44
Note 36: Financial risk management
31 December 2020.
granted.
a negative impact the Group's assets, operations, financial position and prospects.
Company intends to maintain an appropriate long-term debt-to-assets ratio of approx. 45% to 50%.
number of European institutions. Details of Aedifica's credit facilities are disclosed in Note 32.
amounting to approx. €225 million (see section 5 of the Management Report).
medium-term notes amount to €77 million (30 June 2019: €15 million).
that credit margins may increase after the maturity date of these credit lines.
could lead to the early termination of credit facilities, such as in the event of a change of control.
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 included in section 4.3 of the Management Report included in this Annual Financial Report. As of 31 December 2020, it amounts to 38.1% at the statutory level and to 43.2% 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). In September 2020, Aedifica submitted such a financial plan to the FSMA after the consolidated debt-to-assets ratio had exceeded the 50% threshold. With regard to this financial plan, the statutory auditor issued a special report in which he confirmed that he verified the preparation of the plan (in particular in terms of its economic basis) and that the figures of this plan correspond to those in Aedifica's accounts. The main objective of this financial plan was to reduce the consolidated debt-to-assets ratio by way of a public offer to subscribe for new shares in the context of a capital increase in cash. This capital increase was successfully completed on 27 October 2020 (see section 3.2 of the Management Report), reducing the consolidated debt-to-assets ratio to 43.2% (on 31 December 2020), well below the 50% threshold. The
Aedifica's financial model relies on a structural indebtedness. As a result, cash balances are usually low, amounting to €23.5 million as of
As of 31 December 2020, 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 2020, the ratio between the secured financial debt and the assets was 9%. 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
As of 31 December 2020, Aedifica has drawn €1,378 million (30 June 2019: €744 million) from the total amount of €1,971 million in available confirmed bank financing and medium-term notes. The remaining headroom (€593 million) including the funding secured in early 2021 (see section 3.1 of the Management Report), is sufficient to cover Aedifica's short-term financial needs as well as the existing development projects until the end of the 2021 financial year. The financial plan for 2021 includes total net investments amounting to approx. €740 million, to be paid in cash. This mainly concerns payments in the context of the committed pipeline of development projects (approx. €432 million), payments related to the acquisitions announced since 1 January 2021 (€83 million) and additional potential investments for which there is no commitment yet
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 2020,
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
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 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. As of 31 December 2020, 79% (30 June 2019: 98%) of the amounts drawn in euro on variable-rate credit lines were hedged by hedging instruments (swaps and caps). Including the credit lines in British pounds, the hedging rate is 70%.
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 incomes.
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 2021 interest rates over the forecast rates would lead to an approx. additional €6.7 million interest expense for the year ended 31 December 2021. Taking into account the hedging instruments at present, the interest expense would amount to just €1.8 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 Management 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.
Aedifica – Annual Financial Report 2019/2020 – 46
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). The exchange rate risk relating to Swedish krona is currently not material at the Group level.
Future fluctuations in the exchange rate may affect the value of the investment properties in the United Kingdom, the rental income and the net result of Aedifica, all expressed in euro. A 10% variation of the GBP/EUR exchange rate has an impact of approx. €63.5 million on the fair value of the Group's assets located in the UK, €6.1 million of the Group's rental income and €1.1 million of the Group's net result.
The acquisition price of the healthcare real estate portfolio in the United Kingdom was paid in British pounds. Aedifica partly financed this acquisition with a bridge facility in British pounds. This bridge facility (£150 million) provides a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio. The bridge facility was refinanced at the end of November 2019 by another bridge facility of the same amount. The latter was refinanced in early 2021 by a bond issue of £180 million through a private placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years).
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.
47 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 46
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). The exchange rate risk relating to
Future fluctuations in the exchange rate may affect the value of the investment properties in the United Kingdom, the rental income and the net result of Aedifica, all expressed in euro. A 10% variation of the GBP/EUR exchange rate has an impact of approx. €63.5 million on the fair value
The acquisition price of the healthcare real estate portfolio in the United Kingdom was paid in British pounds. Aedifica partly financed this acquisition with a bridge facility in British pounds. This bridge facility (£150 million) provides a partial natural hedge against exchange rate fluctuations on the balance sheet and limits the impact on the debt-to-assets ratio. The bridge facility was refinanced at the end of November 2019 by another bridge facility of the same amount. The latter was refinanced in early 2021 by a bond issue of £180 million through a private
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
of the Group's assets located in the UK, €6.1 million of the Group's rental income and €1.1 million of the Group's net result.
placement (£170 million with a maturity of 7 years and £10 million with a maturity of 12 years).
position and prospects.
clauses towards the Group.
Swedish krona is currently not material at the Group level.
and prospects.
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) | ||||
| 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) | 6 |
| Burlington projects | UK | Extension | Ongoing (forward funding) | 3 |
| Chard MMCG | UK | Construction | Project/forward purchase subject to outstanding conditions |
14 |
| De Duinpieper | BE | Renovation & extension | Ongoing (forward funding) | 3 |
| Seniorenquartier Espelkamp | DE | Construction | Ongoing (forward funding) | 15 |
| Finland - pipeline 'children day-care centres' | FI | Construction | Ongoing (forward funding) | 18 |
| Finland - pipeline 'elderly care homes' | FI | Construction | Ongoing (forward funding) | 47 |
| Finland - pipeline 'other' | FI | Construction | Ongoing (forward funding) | 51 |
| Guysfield | UK | Renovation & extension | Project/forward purchase subject | 12 |
| to outstanding conditions | ||||
| Hailsham | UK | Construction | Project/forward purchase subject to outstanding conditions |
16 |
| Seniorenquartier Heiligenhafen | DE | Construction | Ongoing (forward funding) | 13 |
| HGH Lelystad 1 | NL | Construction | Ongoing (forward funding) | 4 |
| HGH Soest 1 | NL | Construction | Project/forward purchase subject to outstanding conditions |
3 |
| Hilversum SVE | NL | Construction | Ongoing (forward funding) | 9 |
| Kasteelhof | BE | Extension | Ongoing (forward funding) | 3 |
| LLT Almere Buiten | NL | Construction | Ongoing (forward funding) | 7 |
| Martha Flora Dordrecht | NL | Construction | Ongoing (forward funding) | 5 |
| Martha Flora Goes | NL | Construction | Ongoing (forward funding) | 5 |
| Martha Flora Hulsberg | NL | Construction | Ongoing (forward funding) | 5 |
| Natatorium | NL | Construction | Ongoing (forward funding) | 3 |
| Nieuw Heerenhage | NL | Construction | Ongoing (forward funding) | 20 |
| Plantijn IV | BE | Extension | Ongoing (forward funding) | 2 |
| Priesty Fields | UK | Construction | Project/forward purchase subject to outstanding conditions |
14 |
| Quartier am Rathausmarkt | DE | Construction | Ongoing (forward funding) | 16 |
| Residentie Boldershof | NL | Renovation | Ongoing (forward funding) | 1 |
| Residentie Sibelius | NL | Extension | Ongoing (forward funding) | 9 |
| Rosengarten | DE | Renovation | Ongoing (forward funding) | 8 |
| SARA Seniorenresidenz Haus III | DE | Acquisition | Project/forward purchase subject to outstanding conditions |
9 |
| Seniorenhaus Lessingstrasse | DE | Construction | Acquisition subject to outstanding conditions |
7 |
| Seniorenheim Haus Wellengrund | DE | Construction | Ongoing (forward funding) | 8 |
| Seniorenquartier Bremen | DE | Construction | Ongoing (forward funding) | 15 |
| Seniorenquartier Cuxhaven | DE | Construction | Ongoing (forward funding) | 16 |
| 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 |
| Seniorenquartier Weyhe | DE | Construction | Ongoing (forward funding) | 15 |
| Seniorenquartier Wolfsburg | DE | Construction | Ongoing (forward funding) | 28 |
| Sorgvliet | BE | Extension | Ongoing (forward funding) | 5 |
| Specht Gruppe pipeline 2 (2022) | DE | Construction | Project/forward purchase subject to outstanding conditions |
76 |
Aedifica – Annual Financial Report 2019/2020 – 48
| NAME | Country | Type | Progress | Budget (in € million) |
|---|---|---|---|---|
| Specht Gruppe pipeline 2 (2024) | DE | Construction | Project/forward purchase subject to outstanding conditions |
130 |
| 't Spelthof | BE | Extension | Ongoing (forward funding) | 6 |
| Plot of land Bois de la Pierre | BE | Land reserve | Land reserve | 2 |
| Villa Nuova | NL | Construction | Ongoing (forward funding) | 5 |
| Vinea Domini | NL | Renovation | Ongoing (forward funding) | 3 |
| Wohnstift am Weinberg | DE | Renovation | Ongoing (forward funding) | 10 |
| Het Gouden Hart Woudenberg 1 | NL | Construction | Ongoing (forward funding) | 4 |
| Valuas Zwolle | NL | Construction | Ongoing (forward funding) | 5 |
| Sweden - pipeline 'other' | SE | Construction | Ongoing (forward funding) | 5 |
| TOTAL | 756 |
1 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. 9% 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.
The main investment property acquisitions of the financial year are the following:
49 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 48
to outstanding conditions
(in € million)
130
NAME Country Type Progress Budget
't Spelthof BE Extension Ongoing (forward funding) 6 Plot of land Bois de la Pierre BE Land reserve Land reserve 2 Villa Nuova NL Construction Ongoing (forward funding) 5 Vinea Domini NL Renovation Ongoing (forward funding) 3 Wohnstift am Weinberg DE Renovation Ongoing (forward funding) 10 Het Gouden Hart Woudenberg 1 NL Construction Ongoing (forward funding) 4 Valuas Zwolle NL Construction Ongoing (forward funding) 5 Sweden - pipeline 'other' SE Construction Ongoing (forward funding) 5 TOTAL 756
1 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.
Specht Gruppe pipeline 2 (2024) DE Construction Project/forward purchase subject
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
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.
Earn-outs
approx. 9% 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
| ACQUISITIONS | Country | Properties valuation° |
Register of corporations |
Acquisition date°° |
Acquisition method |
|---|---|---|---|---|---|
| Rumah Saya | Netherlands | (in million €) 11 |
- | 09/07/2019 | Acquisition of a building |
| Residentie La Tour | Netherlands | 3 | - | 09/07/2019 | Acquisition of a land and project via |
| Villa Casimir | Netherlands | 1 | - | 09/07/2019 | Aedifica Nederland 2 BV Acquisition of a land and project via |
| Haus Steinbachhof | Germany | 16 | - | 09/07/2019 | Aedifica Nederland 2 BV Acquisition of a building |
| Seniorenhaus Wiederitzch | Germany | 6 | - | 09/07/2019 | Acquisition of a building |
| Seniorenwohnpark Hartha | Germany | 12 | - | 09/07/2019 | Acquisition of a building |
| Seniorenpflegezentrum Zur alten Linde |
Germany | 7 | - | 09/07/2019 | Acquisition of a building |
| Vinea Domini | Netherlands | 1 | - | 07/08/2019 | Acquisition of a land and project via Aedifica Nederland 2 BV |
| Wolfsbos | Netherlands | 13 | - | 28/08/2019 | Acquisition of a building |
| De Vecht | Netherlands | 11 | - | 28/08/2019 | Acquisition of a building |
| De Kaap | Netherlands | 9 | - | 28/08/2019 | Acquisition of a building |
| Krakeel | Netherlands | 8 | - | 28/08/2019 | Acquisition of a building |
| WZC Beatrix | Netherlands | 4 | - | 28/08/2019 | Acquisition of a building |
| Seniorenzentrum Weimar | Germany | 17 | - | 01/10/2019 | Acquisition of a building |
| Haus Wellengrund | Germany | 3 | - | 01/11/2019 | Acquisition of a building |
| Natatorium | Netherlands | 2 | - | 28/11/2019 | Acquisition of a building |
| Villa Nuova | Netherlands | 2 | - | 29/11/2019 | Acquisition of a building |
| Aedifica Residenzen West GmbH | Germany | 18 | HRB206932 | 17/12/2019 | Acquisition of shares |
| Aedifica Residenzen 3 GmbH | Germany | 5 | HRB32638 | 17/12/2019 | Acquisition of shares |
| German Healthcare Real Estate I Beta SàRL (AL VII) |
Germany | 37 | B1117448 | 18/12/2019 | Acquisition of shares |
| German Healthcare Real Estate II Gamma SàRL (AL VIII) |
Germany | 22 | B1117437 | 18/12/2019 | Acquisition of shares |
| Hazel End Care Home | United Kingdom | 14 | - | 19/12/2019 | Acquisition of a building |
| Bavaria Senioren- und Pflegeheim | Germany | 5 | - | 01/01/2020 | Acquisition of a building |
| Hoivatilat Oyj | Finland | 469 | 2241238-0 | 10/01/2020 | Acquisition of shares |
| Sapphire | United Kingdom | 68 | 09461514 | 13/01/2020 | Acquisition of shares |
| Wohnstift am Weinberg | Germany | 10 | - | 18/01/2020 | Acquisition of a building |
| Am Parnassturm | Germany | 5 | - | 14/02/2020 | Acquisition of a building |
| Am Marktplatz | Germany | 2 | - | 14/02/2020 | Acquisition of a building |
| Hilversum SVE | Netherlands | 4 | - | 03/03/2020 | Acquisition of a building |
| Marham House | United Kingdom | 13 | - | 06/03/2020 | Acquisition of a building |
| Martha Flora Dordrecht | Netherlands | 3 | - | 06/04/2020 | Acquisition of a land and project via Aedifica Nederland 3 BV |
| Klein Veldekens | Belgium | 39 | - | 10/07/2020 | Acquisition of a building |
| HGH Lelystad | Netherlands | 1 | - | 17/07/2020 | Acquisition of a land and project via Aedifica Korian Joint Venture BV |
| Jyväskylän Sulkulantie | Finland | 3 | - | 31/07/2020 | Acquisition of a land and project via Hoivatilat Oyj |
| Richmond Manor | United Kingdom | 18 | 11,159,774 | 13/08/2020 | Acquisition of shares |
| U-Center | Netherlands | 10 | - | 09/09/2020 | Acquisition of a building |
| LLT Almere Buiten | Netherlands | 3 | - | 14/09/2020 | Acquisition of a land and project via Aedifica Nederland 3 BV |
| Martha Flora Hulsberg | Netherlands | 2 | - | 21/09/2020 | Acquisition of a land and project via Aedifica Nederland 3 BV |
| Martha Flora Goes | Netherlands | 2 | - | 21/09/2020 | Acquisition of a land and project via Aedifica Nederland 3 BV |
| Familiehof | Belgium | 14 | 0431.144.709 | 01/10/2020 | Acquisition of shares |
| Le Jardin intérieur | Belgium | 21 | 0536.803.047 | 30/10/2020 | Acquisition of shares |
| Zorghuis Hengelo | Netherlands | 2 | - | 23/11/2020 | Acquisition of a building |
| HGH Soest | Netherlands | 1 | - | 23/11/2020 | Acquisition of a land and project via Aedifica Korian Joint Venture BV |
| Oulun Villa Sulka | Finland | 11 | - | 10/12/2020 | Acquisition of a building |
| Oulun Maininki | Finland | 4 | - | 10/12/2020 | Acquisition of a building |
| Loimaan Villa Inno | Finland | 3 | - | 10/12/2020 | Acquisition of a building |
Aedifica – Annual Financial Report 2019/2020 – 50
| Mikkelin Kastanjakuja | Finland | 3 | - | 10/12/2020 | Acquisition of a building |
|---|---|---|---|---|---|
| Kouvolan Oiva | Finland | 2 | - | 10/12/2020 | Acquisition of a building |
| Kuopion Oiva | Finland | 2 | - | 10/12/2020 | Acquisition of a building |
| Nokian Luhtatie | Finland | 2 | - | 10/12/2020 | Acquisition of a building |
| HGH Woudenberg | Netherlands | 1 | - | 10/12/2020 | Acquisition of a land and project via |
| Aedifica Korian Joint Venture BV | |||||
| Aedifica Residenzen 4 GmbH | Germany | 5 | HRB 32680 | 16/12/2020 | Acquisition of shares |
| Nokia Kivimiehenkatu | Finland | 6 | - | 17/12/2020 | Acquisition of a building |
| Jyväskylä Martikaisentie | Finland | 3 | - | 17/12/2020 | Acquisition of a building |
| Kaskinen Bladintie | Finland | 1 | - | 17/12/2020 | Acquisition of a building |
| Kotka Metsäkulmankatu | Finland | 6 | - | 17/12/2020 | Acquisition of a building |
| Vaasa Mäkikaivontie | Finland | 3 | - | 17/12/2020 | Acquisition of a building |
| Vaasa Tehokatu | Finland | 9 | - | 17/12/2020 | Acquisition of a building |
| Oulu Isopurjeentie | Finland | 14 | - | 17/12/2020 | Acquisition of a building |
| Teuva Tuokkolantie | Finland | 2 | - | 17/12/2020 | Acquisition of a building |
| Vantaa Asolantie | Finland | 18 | - | 17/12/2020 | Acquisition of a building |
| Seinäjoki Kutojankatu | Finland | 21 | - | 17/12/2020 | Acquisition of a building |
| OZC Orion | Netherlands | 5 | - | 17/12/2020 | Acquisition of a building |
| Valuas Zwolle | Netherlands | 3 | - | 17/12/2020 | Acquisition of a land and project via |
| Aedifica Nederland 3 BV | |||||
| Pachterserf | Netherlands | 8 | - | 17/12/2020 | Acquisition of a building |
| De Gouden Jaren | Belgium | 8 | - | 17/12/2020 | Acquisition of a building |
| Retraitehuis & Kloosterhuis | Netherlands | 20 | - | 24/12/2020 | Acquisition of a building |
| TOTAL | 1,078 |
° 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 the Management Report.
The main disposals of the financial year are the following:
| DISPOSALS | Country | Selling price | Disposal date |
|---|---|---|---|
| (in million €) | |||
| De Statenhof hoogbouw | Netherlands | 6.5 | 13/12/2019 |
| Koy Uudenkaupungin Merimetsopolku A | Finland | 1.3 | 31/03/2020 |
| HGH Driebergen | Netherlands | 0.8 | 23/04/2020 |
| Prinsenhof | Belgium | 8.2 | 29/04/2020 |
| Delves Court | United Kingdom | 2.7 | 13/05/2020 |
| Asunto Oy Iisalmen Satamatori | Finland | 1.9 | 05/08/2020 |
| De Notelaar | Belgium | 0.5 | 24/11/2020 |
| Plas Rhosnesni | United Kingdom | 1.6 | 21/12/2020 |
| TOTAL | 23.5 |
51 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 50
Aedifica Korian Joint Venture BV
Aedifica Nederland 3 BV
(in million €)
Mikkelin Kastanjakuja Finland 3 - 10/12/2020 Acquisition of a building Kouvolan Oiva Finland 2 - 10/12/2020 Acquisition of a building Kuopion Oiva Finland 2 - 10/12/2020 Acquisition of a building Nokian Luhtatie Finland 2 - 10/12/2020 Acquisition of a building HGH Woudenberg Netherlands 1 - 10/12/2020 Acquisition of a land and project via
Aedifica Residenzen 4 GmbH Germany 5 HRB 32680 16/12/2020 Acquisition of shares Nokia Kivimiehenkatu Finland 6 - 17/12/2020 Acquisition of a building Jyväskylä Martikaisentie Finland 3 - 17/12/2020 Acquisition of a building Kaskinen Bladintie Finland 1 - 17/12/2020 Acquisition of a building Kotka Metsäkulmankatu Finland 6 - 17/12/2020 Acquisition of a building Vaasa Mäkikaivontie Finland 3 - 17/12/2020 Acquisition of a building Vaasa Tehokatu Finland 9 - 17/12/2020 Acquisition of a building Oulu Isopurjeentie Finland 14 - 17/12/2020 Acquisition of a building Teuva Tuokkolantie Finland 2 - 17/12/2020 Acquisition of a building Vantaa Asolantie Finland 18 - 17/12/2020 Acquisition of a building Seinäjoki Kutojankatu Finland 21 - 17/12/2020 Acquisition of a building OZC Orion Netherlands 5 - 17/12/2020 Acquisition of a building Valuas Zwolle Netherlands 3 - 17/12/2020 Acquisition of a land and project via
Pachterserf Netherlands 8 - 17/12/2020 Acquisition of a building De Gouden Jaren Belgium 8 - 17/12/2020 Acquisition of a building Retraitehuis & Kloosterhuis Netherlands 20 - 24/12/2020 Acquisition of a building
DISPOSALS Country Selling price Disposal date
De Statenhof hoogbouw Netherlands 6.5 13/12/2019 Koy Uudenkaupungin Merimetsopolku A Finland 1.3 31/03/2020 HGH Driebergen Netherlands 0.8 23/04/2020 Prinsenhof Belgium 8.2 29/04/2020 Delves Court United Kingdom 2.7 13/05/2020 Asunto Oy Iisalmen Satamatori Finland 1.9 05/08/2020 De Notelaar Belgium 0.5 24/11/2020 Plas Rhosnesni United Kingdom 1.6 21/12/2020
TOTAL 23.5
TOTAL 1,078
°° and consolidation date in the financial statements.
All these operations are detailed in the Management Report.
The main disposals of the financial year are the following:
° 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 16 March 2021, the closing date of this report.
| NAME | Date | Transaction | Country | Location |
|---|---|---|---|---|
| Kasteelhof | 01/01/2021 | Completion of an extension project | BE | Dendermonde |
| Abbot Care Home, Stanley Wilson Lodge & St Fillans Care Home |
14/01/2021 | Acquisition of 3 care homes | UK | Harlo, Saffron Walden & Colchester |
| Kempele Ihmemaantie | 22/01/2021 | Completion of a care home | FI | Kempele |
| Stepping Stones Blaricum | 26/01/2021 | Acquisition of the plot position of a yet to be built care residence within the joint venture with Korian |
NL | Blaricum |
| Hamberley Hailsham | 28/01/2021 | Acquisition of a care home following the fulfilment of outstanding conditions |
UK | Hailsham |
| 2 projects | 01/2021 | Announcement of 2 new development projects | FI | Finland |
| Espoo Rajamännynahde | 01/02/2021 | Acquisition of a care home | FI | Espoo |
| Seniorenquartier Espelkamp | 01/02/2021 | Partial completion of a care campus | DE | Espelkamp |
| Randolph House | 10/02/2021 | Disposal of a care home | UK | Scunthorpe |
| Brídhaven | 12/02/2021 | Acquisition of a care home | IE | Mallow |
| Laukaa Peurungantie | 19/02/2021 | Acquisition of a care home | FI | Laukaa |
| Villa Nuova | 23/02/2021 | Completion of a care residence | NL | Vorden |
| Martha Flora Oegstgeest | 25/02/2021 | Acquisition of the plot of land of a yet to be built care home |
NL | Oegstgeest |
| Shipley Canal Works | 05/03/2021 | Acquisition of the plot of land of a yet to be built care home |
UK | Shipley |
| Waterford care home, New Ross care home, Bunclody care home & Killerig care home |
11/03/2021 | Acquisition of 4 care homes, subject to outstanding conditions |
IE | Waterford, New Ross, Bunclody & Killerig |
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 subsidiaries already present in the prior year, the percentage of equity held by Aedifica is unchanged as compared to 30 June 2019, with the exception of the Belgian subsidiaries which have been liquidated (Aedifica Invest Brugge NV/SA and Bremdael Invest CVOA/SCRI) and the Belgian subsidiaries which have been integrated into Aedifica NV/SA (Residentie Verlien BVBA/SPRL, Résidence de la Paix NV/SA, Buitenheide BVBA/SPRL and Hof van Bremdael NV/SA).
For the 2019/2020 financial year, the Dutch subsidiaries of Aedifica NV will make use of the exemption provided for in Article 2:403 of the Dutch Civil Code. Consequently, the Dutch companies are exempted from filing individual financial statements with the trade register in the Netherlands.
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
|---|---|---|---|---|
| Aedifica Invest NV° | Belgium | Subsidiary | 0879.109.317 | 100 |
| Familiehof BV° | Belgium | Subsidiary | 0431.144.709 | 100 |
| stamWall BV° | Belgium | Subsidiary | 0536.803.047 | 100 |
| Immobe NV °°°°°°°°°°° | Belgium | Associate | 0697.566.095 | 25 1 |
| Aedifica Asset Management GmbH°° | Germany | Subsidiary | HRB100562 | 100 |
| Aedifica Project Management GmbH°° | Germany | Subsidiary | HRB111389 | 100 |
| Schloss Bensberg Management GmbH°°°°° | Germany | Subsidiary | HRB47122 | 100 |
| Aedifica Residenzen Nord GmbH°° | Germany | Subsidiary | HRB110850 | 94 2 |
| Aedifica Residenzen 1 GmbH °° | Germany | Subsidiary | HRB112641 | 94 2 |
| Aedifica Residenzen 2 GmbH °° | Germany | Subsidiary | HRB115795 | 94 2 |
| Aedifica Residenzen 3 GmbH °° | Germany | Subsidiary | HRB118227 | 94 2 |
| Aedifica Residenzen West GmbH °° | Germany | Subsidiary | HRB117957 | 94 2 |
| Aedifica Residenzen 4 GmbH °° | Germany | Subsidiary | HRB121918 | 94 2 |
| Aedifica Luxemburg I SCS°°° | Luxembourg | Subsidiary | B128048 | 94 2 |
| Aedifica Luxemburg II SCS°°° | Luxembourg | Subsidiary | B139725 | 94 2 |
| Aedifica Luxemburg III SCS°°° | Luxembourg | Subsidiary | B143704 | 94 2 |
| Aedifica Luxemburg IV SCS°°° | Luxembourg | Subsidiary | B117441 | 94 2 |
| Aedifica Luxemburg V SCS°°° | Luxembourg | Subsidiary | B117445 | 94 2 |
| Aedifica Luxemburg VI SCS°°° | Luxembourg | Subsidiary | B132154 | 94 2 |
| Aedifica Luxemburg VII SCS°°° | Luxembourg | Subsidiary | B117438 | 94 2 |
| Aedifica Luxemburg VIII SCS°°° | Luxembourg | Subsidiary | B117437 | 94 2 |
Aedifica – Annual Financial Report 2019/2020 – 52
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| Aedifica Nederland BV°°°° | Netherlands | 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 | 50 ³ |
| CHAPP Acquisition Limited °°°°°° | Jersey | Subsidiary | 124,667 | 100 |
| CHAPP Holdings Limited °°°°°° | Jersey | Subsidiary | 109,055 | 100 |
| CHAPP GP Limited °°°°°° | Jersey | Subsidiary | 109,054 | 100 |
| CHAPP Limited Partnership °°°°°° | Jersey | Subsidiary | 1,500 | 100 |
| CHAPP Nominee No. 1 Limited °°°°°° | Jersey | Subsidiary | 109,056 | 100 |
| CHAPP Nominee No. 2 Limited °°°°°° | Jersey | Subsidiary | 111,460 | 100 |
| Patient Properties (Holdings) Limited °°°°°° | Jersey | Subsidiary | 122,972 | 100 |
| Patient Properties (Alexander Court) Limited °°°°°° | Jersey | Subsidiary | 123,677 | 100 |
| Patient Properties (Heritage) Limited °°°°°° | Jersey | Subsidiary | 123,684 | 100 |
| Patient Properties (Beech Court) Limited °°°°°° | Jersey | Subsidiary | 123,678 | 100 |
| Patient Properties (Kings Court) Limited °°°°°° | Jersey | Subsidiary | 123,698 | 100 |
| Patient Properties (Green Acres) Limited °°°°°° | Jersey | Subsidiary | 123,696 | 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 (Coplands) Limited °°°°°° | Jersey | Subsidiary | 123,681 | 100 |
| Patient Properties (Moorlands) Limited °°°°°° | Jersey | Subsidiary | 123,695 | 100 |
| Patient Properties (Knights Court) Limited °°°°°° | Jersey | Subsidiary | 123,685 | 100 |
| Patient Properties (Clarendon) Limited °°°°°° | Jersey | Subsidiary | 123,703 | 100 |
| Patient Properties (River View) Limited °°°°°° | Jersey | Subsidiary | 123,686 | 100 |
| Patient Properties (Coniston) Limited °°°°°° | Jersey | Subsidiary | 123,702 | 100 |
| Patient Properties (Ashmead) Limited °°°°°° | Jersey | Subsidiary | 123,676 | 100 |
| Patient Properties (Derwent) Limited °°°°°° | Jersey | Subsidiary | 123,700 | 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 (Jersey) Limited °°°°°° | Jersey | Subsidiary | 124,286 | 100 |
| AED Oak Acquisitions (Ottery) Limited °°°°°° | Jersey | Subsidiary | 125,192 | 100 |
| AED Oak 1 Limited °°°°°° | Jersey | Subsidiary | 122,233 | 100 |
| AED Oak 2 Limited °°°°°° | Jersey | Subsidiary | 122,234 | 100 |
| Aedifica UK Limited°°°°°°° | United Kingdom | 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 |
| AED Maple Holdings Limited °°°°°°° | United Kingdom | Subsidiary | 10,978,016 | 100 |
| Maple Court Nursing Home Limited °°°°°°° | United Kingdom | Subsidiary | 07295828 | 100 |
| Quercus (Nursing Homes) Limited °°°°°°° | United Kingdom | Subsidiary | 03672911 | 100 |
| Quercus (Nursing Homes No.2) Limited °°°°°°° | United Kingdom | Subsidiary | 03852950 | 100 |
| Quercus Homes 2018 Limited °°°°°°° | United Kingdom | Subsidiary | 11278772 | 100 |
| Quercus Nursing Homes 2001 (A) Limited °°°°°°° | United Kingdom | Subsidiary | 04181617 | 100 |
| Quercus Nursing Homes 2001 (B) Limited °°°°°°° | United Kingdom | Subsidiary | 04181611 | 100 |
| Quercus Nursing Homes 2010 (C) Limited °°°°°°° | United Kingdom | Subsidiary | 07193610 | 100 |
| Quercus Nursing Homes 2010 (D) Limited °°°°°°° | United Kingdom | Subsidiary | 07193618 | 100 |
| Sapphire Properties (2016) Limited°°°°°°° | United Kingdom | Subsidiary | '09461514 | 100 |
| Aedifica UK (Ampthill) Limited°°°°°°° | United Kingdom | Subsidiary | 11,159,774 | 100 |
| Aureit Holding Oy °°°°°°°° | Finland | Subsidiary | 3092783-5 | 100 |
| Hoivatilat Oyj°°°°°°°°° | Finland | Subsidiary | 2241238-0 | 100 |
| Asunto Oy Seinäjoen Kutojankatu °°°°°°°°° | Finland | Subsidiary | 2779544-8 | 100 |
| Kiinteistö Oy Äänekosken Likolahdenkatu °°°°°°°°° | Finland | Subsidiary | 2875205-2 | 100 |
| Kiinteistö Oy Espoon Fallåkerinrinne °°°°°°°°° | Finland | Subsidiary | 2620688‐3 | 100 |
53 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 52
corporations
Capital held (in %)
NAME Country Category Register of
Aedifica Nederland BV°°°° Netherlands 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 50 ³ CHAPP Acquisition Limited °°°°°° Jersey Subsidiary 124,667 100 CHAPP Holdings Limited °°°°°° Jersey Subsidiary 109,055 100 CHAPP GP Limited °°°°°° Jersey Subsidiary 109,054 100 CHAPP Limited Partnership °°°°°° Jersey Subsidiary 1,500 100 CHAPP Nominee No. 1 Limited °°°°°° Jersey Subsidiary 109,056 100 CHAPP Nominee No. 2 Limited °°°°°° Jersey Subsidiary 111,460 100 Patient Properties (Holdings) Limited °°°°°° Jersey Subsidiary 122,972 100 Patient Properties (Alexander Court) Limited °°°°°° Jersey Subsidiary 123,677 100 Patient Properties (Heritage) Limited °°°°°° Jersey Subsidiary 123,684 100 Patient Properties (Beech Court) Limited °°°°°° Jersey Subsidiary 123,678 100 Patient Properties (Kings Court) Limited °°°°°° Jersey Subsidiary 123,698 100 Patient Properties (Green Acres) Limited °°°°°° Jersey Subsidiary 123,696 100 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 (Coplands) Limited °°°°°° Jersey Subsidiary 123,681 100 Patient Properties (Moorlands) Limited °°°°°° Jersey Subsidiary 123,695 100 Patient Properties (Knights Court) Limited °°°°°° Jersey Subsidiary 123,685 100 Patient Properties (Clarendon) Limited °°°°°° Jersey Subsidiary 123,703 100 Patient Properties (River View) Limited °°°°°° Jersey Subsidiary 123,686 100 Patient Properties (Coniston) Limited °°°°°° Jersey Subsidiary 123,702 100 Patient Properties (Ashmead) Limited °°°°°° Jersey Subsidiary 123,676 100 Patient Properties (Derwent) Limited °°°°°° Jersey Subsidiary 123,700 100 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 (Jersey) Limited °°°°°° Jersey Subsidiary 124,286 100 AED Oak Acquisitions (Ottery) Limited °°°°°° Jersey Subsidiary 125,192 100 AED Oak 1 Limited °°°°°° Jersey Subsidiary 122,233 100 AED Oak 2 Limited °°°°°° Jersey Subsidiary 122,234 100 Aedifica UK Limited°°°°°°° United Kingdom 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 AED Maple Holdings Limited °°°°°°° United Kingdom Subsidiary 10,978,016 100 Maple Court Nursing Home Limited °°°°°°° United Kingdom Subsidiary 07295828 100 Quercus (Nursing Homes) Limited °°°°°°° United Kingdom Subsidiary 03672911 100 Quercus (Nursing Homes No.2) Limited °°°°°°° United Kingdom Subsidiary 03852950 100 Quercus Homes 2018 Limited °°°°°°° United Kingdom Subsidiary 11278772 100 Quercus Nursing Homes 2001 (A) Limited °°°°°°° United Kingdom Subsidiary 04181617 100 Quercus Nursing Homes 2001 (B) Limited °°°°°°° United Kingdom Subsidiary 04181611 100 Quercus Nursing Homes 2010 (C) Limited °°°°°°° United Kingdom Subsidiary 07193610 100 Quercus Nursing Homes 2010 (D) Limited °°°°°°° United Kingdom Subsidiary 07193618 100 Sapphire Properties (2016) Limited°°°°°°° United Kingdom Subsidiary '09461514 100 Aedifica UK (Ampthill) Limited°°°°°°° United Kingdom Subsidiary 11,159,774 100 Aureit Holding Oy °°°°°°°° Finland Subsidiary 3092783-5 100 Hoivatilat Oyj°°°°°°°°° Finland Subsidiary 2241238-0 100 Asunto Oy Seinäjoen Kutojankatu °°°°°°°°° Finland Subsidiary 2779544-8 100 Kiinteistö Oy Äänekosken Likolahdenkatu °°°°°°°°° Finland Subsidiary 2875205-2 100 Kiinteistö Oy Espoon Fallåkerinrinne °°°°°°°°° Finland Subsidiary 2620688‐3 100
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| Kiinteistö Oy Espoon Hirvisuontie °°°°°°°°° | Finland | Subsidiary | 2755334‐2 | 100 |
| Kiinteistö Oy Espoon Kurttilantie °°°°°°°°° | Finland | Subsidiary | 3134900-2 | 100 |
| Kiinteistö Oy Espoon Matinkartanontie °°°°°°°°° | Finland | Subsidiary | 3117665-8 | 100 |
| Kiinteistö Oy Espoon Meriviitantie °°°°°°°°° | Finland | Subsidiary | 2720369‐2 | 100 |
| Kiinteistö Oy Espoon Oppilaantie °°°°°°°°° | Finland | Subsidiary | 2787263‐4 | 100 |
| Kiinteistö Oy Espoon Tikasmäentie °°°°°°°°° | Finland | Subsidiary | 2669018‐5 | 100 |
| Kiinteistö Oy Espoon Vuoripirtintie °°°°°°°°° | Finland | Subsidiary | 2748087‐6 | 100 |
| Kiinteistö Oy Euran Käräjämäentie °°°°°°°°° | Finland | Subsidiary | 2842931‐9 | 100 |
| Kiinteistö Oy Haminan Lepikönranta °°°°°°°°° | Finland | Subsidiary | 2988685‐3 | 100 |
| Kiinteistö Oy Heinolan Lähteentie °°°°°°°°° | Finland | Subsidiary | 2752188‐5 | 100 |
| Kiinteistö Oy Helsingin Pakarituvantie 4 °°°°°°°°° Kiinteistö Oy Helsingin Työnjohtajankadun Seppä 3 °°°°°°°°° |
Finland Finland |
Subsidiary Subsidiary |
3009977-7 3131782-8 |
100 100 |
| Kiinteistö Oy Hollolan Sarkatie °°°°°°°°° | Finland | Subsidiary | 100 | |
| Kiinteistö Oy Hämeenlinnan Jukolanraitti °°°°°°°°° | Finland | Subsidiary | 2749865‐4 | 100 |
| Kiinteistö Oy Hämeenlinnan Vanha Alikartanontie °°°°°°°°° | Finland | Subsidiary | 2826099‐8 2669024‐9 |
100 |
| Kiinteistö Oy Iisalmen Eteläinen puistoraitti °°°°°°°°° | Finland | Subsidiary | 2840090‐3 | 100 |
| Kiinteistö Oy Iisalmen Kangaslammintie °°°°°°°°° | Finland | Subsidiary | 2826102‐6 | 100 |
| Kiinteistö Oy Iisalmen Petter Kumpulaisentie °°°°°°°°° | Finland | Subsidiary | 2882785‐1 | 100 |
| Kiinteistö Oy Iisalmen Satamakatu °°°°°°°°° | Finland | Subsidiary | 3005776-1 | 100 |
| Kiinteistö Oy Iisalmen Vemmelkuja °°°°°°°°° | Finland | Subsidiary | 2917923‐5 | 100 |
| Kiinteistö Oy Janakkalan Kekanahontie °°°°°°°°° | Finland | Subsidiary | 2911674‐4 | 100 |
| Kiinteistö Oy Joutsenon päiväkoti °°°°°°°°° | Finland | Subsidiary | 2907399‐1 | 100 |
| Kiinteistö Oy Jyväskylän Ailakinkatu °°°°°°°°° | Finland | Subsidiary | 2932895‐8 | 100 |
| Kiinteistö Oy Jyväskylän Haperontie °°°°°°°°° | Finland | Subsidiary | 2763296‐4 | 100 |
| Kiinteistö Oy Jyväskylän Harjutie °°°°°°°°° | Finland | Subsidiary | 3172893-4 | 100 |
| Kiinteistö Oy Jyväskylän Haukankaari °°°°°°°°° | Finland | Subsidiary | 3174128-2 | 100 |
| Kiinteistö Oy Jyväskylän Mannisenmäentie °°°°°°°°° | Finland | Subsidiary | 2816983‐6 | 100 |
| Kiinteistö Oy Jyväskylän Martikaisentien °°°°°°°°° | Finland | Subsidiary | 2575556-5 | 100 |
| Kiinteistö Oy Jyväskylän Palstatie °°°°°°°°° | Finland | Subsidiary | 2923254‐2 | 100 |
| Kiinteistö Oy Jyväskylän Sulkulantie °°°°°°°°° | Finland | Subsidiary | 2850306-4 | 100 |
| Kiinteistö Oy Jyväskylän Väliharjuntie °°°°°°°°° | Finland | Subsidiary | 2639227‐6 | 100 |
| Kiinteistö Oy Jyväskylän Vävypojanpolku °°°°°°°°° | Finland | Subsidiary | 2960547‐6 | 100 |
| Kiinteistö Oy Järvenpään Yliopettankatu °°°°°°°°° | Finland | Subsidiary | 2774063-1 | 100 |
| Kiinteistö Oy Kaarinan Nurminiitynkatu °°°°°°°°° | Finland | Subsidiary | 2838030‐8 | 100 |
| Kiinteistö Oy Kajaanin Erätie °°°°°°°°° | Finland | Subsidiary | 2749663‐2 | 100 |
| Kiinteistö Oy Kajaanin Hoikankatu °°°°°°°°° | Finland | Subsidiary | 2951667‐6 | 100 |
| Kiinteistö Oy Kajaanin Menninkäisentie °°°°°°°°° | Finland | Subsidiary | 2681416‐8 | 100 |
| Kiinteistö Oy Kajaanin Uitontie °°°°°°°°° | Finland | Subsidiary | 3164208-1 | 100 |
| Kiinteistö Oy Kajaanin Valonkatu °°°°°°°°° | Finland | Subsidiary | 2870293‐6 | 100 |
| Kiinteistö Oy Kalajoen Hannilantie °°°°°°°°° | Finland | Subsidiary | 2768549‐2 | 100 |
| Kiinteistö Oy Kangasalan Hilmanhovi °°°°°°°°° | Finland | Subsidiary | 2262908‐8 | 100 |
| Kiinteistö Oy Kangasalan Mäntyveräjäntie °°°°°°°°° | Finland | Subsidiary | 2688361‐4 | 100 |
| Kiinteistö Oy Kangasalan Rekiäläntie °°°°°°°°° | Finland | Subsidiary | 2940754-1 | 100 |
| Kiinteistö Oy Kaskisten Bladintie °°°°°°°°° | Finland | Subsidiary | 2224949-9 | 100 |
| Kiinteistö Oy Kempeleen Ihmemaantie °°°°°°°°° | Finland | Subsidiary | 3112115-5 | 100 |
| Kiinteistö Oy Keravan Männiköntie °°°°°°°°° | Finland | Subsidiary | 2774061‐5 | 100 |
| Kiinteistö Oy Keuruun Tehtaantie °°°°°°°°° | Finland | Subsidiary | 2877302‐1 | 100 |
| Kiinteistö Oy Kirkkonummen Kotitontunkuja °°°°°°°°° | Finland | Subsidiary | 2692080‐9 | 100 |
| Kiinteistö Oy Kokkolan Ankkurikuja °°°°°°°°° | Finland | Subsidiary | 2955766‐2 | 100 |
| Kiinteistö Oy Kokkolan Vanha Ouluntie °°°°°°°°° | Finland | Subsidiary | 2771913‐8 | 100 |
| Kiinteistö Oy Kontiolahden Päiväperhosenkatu °°°°°°°°° | Finland | Subsidiary | 3115519-5 | 100 |
| Kiinteistö Oy Kotkan Loitsutie °°°°°°°°° | Finland | Subsidiary | 2795792‐9 | 100 |
| Kiinteistö Oy Kotkan Metsäkulmankatu °°°°°°°°° | Finland | Subsidiary | 1743075-2 | 100 |
| Kiinteistö Oy Kouvolan Kaartokuja °°°°°°°°° | Finland | Subsidiary | 2697590‐6 | 100 |
| Kiinteistö Oy Kouvolan Marskinkatu °°°°°°°°° | Finland | Subsidiary | 3134903-7 | 100 |
| Kiinteistö Oy Kouvolan Pappilantie °°°°°°°°° | Finland | Subsidiary | 2792313‐9 | 100 |
| Kiinteistö Oy Kouvolan Rannikkotie °°°°°°°°° | Finland | Subsidiary | 2941695-8 | 100 |
Aedifica – Annual Financial Report 2019/2020 – 54
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| Kiinteistö Oy Kouvolan Ruskeasuonkatu °°°°°°°°° Kiinteistö Oy Kouvolan Vinttikaivontie °°°°°°°°° |
Finland Finland |
Subsidiary Subsidiary |
2955751-5 | 100 100 |
| Kiinteistö Oy Kuopion Amerikanraitti 10 °°°°°°°°° | Finland | Subsidiary | 2543325‐9 2837113‐7 |
100 |
| Kiinteistö Oy Kuopion Männistönkatu °°°°°°°°° | Finland | Subsidiary | 3127190-3 | 100 |
| Kiinteistö Oy Kuopion Pirtinkaari °°°°°°°°° | Finland | Subsidiary | 2873993-1 | 100 |
| Kiinteistö Oy Kuopion Portti A2 °°°°°°°°° | Finland | Subsidiary | 2874104-6 | 100 |
| Kiinteistö Oy Kuopion Rantaraitti °°°°°°°°° | Finland | Subsidiary | 2770280‐3 | 100 |
| Kiinteistö Oy Kuopion Sipulikatu °°°°°°°°° | Finland | Subsidiary | 2509836‐6 | 100 |
| Kiinteistö Oy Lahden Jahtikatu °°°°°°°°° | Finland | Subsidiary | 2861249‐8 | 100 |
| Kiinteistö Oy Lahden Kurenniityntie °°°°°°°°° | Finland | Subsidiary | 2988683-7 | 100 |
| Kiinteistö Oy Lahden Makarantie °°°°°°°°° | Finland | Subsidiary | 3008794-4 | 100 |
| Kiinteistö Oy Lahden Piisamikatu °°°°°°°°° | Finland | Subsidiary | 2861251‐9 | 100 |
| Kiinteistö Oy Lahden Vallesmanninkatu A °°°°°°°°° | Finland | Subsidiary | 2675831‐1 | 100 |
| Kiinteistö Oy Lahden Vallesmanninkatu B °°°°°°°°° | Finland | Subsidiary | 2675827‐4 | 100 |
| Kiinteistö Oy Laihian Jarrumiehentie °°°°°°°°° | Finland | Subsidiary | 2798400‐3 | 100 |
| Kiinteistö Oy Lappeenrannan Orioninkatu °°°°°°°°° | Finland | Subsidiary | 2877591‐6 | 100 |
| Kiinteistö Oy Laukaan Hytösenkuja °°°°°°°°° | Finland | Subsidiary | 2681456‐3 | 100 |
| Kiinteistö Oy Laukaan Saratie °°°°°°°°° | Finland | Subsidiary | 2896187‐4 | 100 |
| Kiinteistö Oy Limingan Kauppakaari °°°°°°°°° | Finland | Subsidiary | 2553773‐6 | 100 |
| Kiinteistö Oy Lohjan Ansatie °°°°°°°°° | Finland | Subsidiary | 2768296‐1 | 100 |
| Kiinteistö Oy Lohjan Porapojankuja °°°°°°°°° | Finland | Subsidiary | 3130512-2 | 100 |
| Kiinteistö Oy Lohjan Sahapiha °°°°°°°°° | Finland | Subsidiary | 3132701-4 | 100 |
| Kiinteistö Oy Loimaan Itsenäisyydenkatu °°°°°°°°° | Finland | Subsidiary | 2887703-1 | 100 |
| Kiinteistö Oy Loviisan Mannerheiminkatu °°°°°°°°° | Finland | Subsidiary | 2648698‐5 | 100 |
| Kiinteistö Oy Maskun Ruskontie °°°°°°°°° | Finland | Subsidiary | 2610017‐3 | 100 |
| Kiinteistö Oy Mikkelin Kastanjakuja °°°°°°°°° | Finland | Subsidiary | 2915481-2 | 100 |
| Kiinteistö Oy Mikkelin Sahalantie °°°°°°°°° | Finland | Subsidiary | 3004499-5 | 100 |
| Kiinteistö Oy Mikkelin Väänäsenpolku °°°°°°°°° | Finland | Subsidiary | 2864738‐3 | 100 |
| Kiinteistö Oy Mikkelin Ylännetie 10 °°°°°°°°° | Finland | Subsidiary | 2751792‐3 | 100 |
| Kiinteistö Oy Mikkelin Ylännetie 8 °°°°°°°°° | Finland | Subsidiary | 2839320‐5 | 100 |
| Kiinteistö Oy Mynämäen Opintie °°°°°°°°° | Finland | Subsidiary | 2957425‐1 | 100 |
| Kiinteistö Oy Mäntsälän Liedontie °°°°°°°°° | Finland | Subsidiary | 2505670‐5 | 100 |
| Kiinteistö Oy Mäntyharjun Lääkärinkuja °°°°°°°°° | Finland | Subsidiary | 2761813‐4 | 100 |
| Kiinteistö Oy Nokian Kivimiehenkatu °°°°°°°°° | Finland | Subsidiary | 1056103-9 | 100 |
| Kiinteistö Oy Nokian Luhtatie °°°°°°°°° | Finland | Subsidiary | 2882228-4 | 100 |
| Kiinteistö Oy Nokian Näsiäkatu °°°°°°°°° Kiinteistö Oy Nokian Vikkulankatu °°°°°°°°° |
Finland Finland |
Subsidiary Subsidiary |
2772561‐8 | 100 100 |
| Kiinteistö Oy Nurmijärven Laidunalue °°°°°°°°° | Finland | Subsidiary | 2720339‐3 | 100 |
| Kiinteistö Oy Nurmijärven Ratakuja °°°°°°°°° | Finland | Subsidiary | 2415548‐8 2807462‐6 |
100 |
| Kiinteistö Oy Orimattilan Suppulanpolku °°°°°°°°° | Finland | Subsidiary | 2750819‐7 | 100 |
| Kiinteistö Oy Oulun Isopurjeentie °°°°°°°°° | Finland | Subsidiary | 2255743-2 | 100 |
| Kiinteistö Oy Oulun Kehätie °°°°°°°°° | Finland | Subsidiary | 2613681‐1 | 100 |
| Kiinteistö Oy Oulun Paulareitti °°°°°°°°° | Finland | Subsidiary | 2512290‐1 | 100 |
| Kiinteistö Oy Oulun Raamipolku °°°°°°°°° | Finland | Subsidiary | 2798361-7 | 100 |
| Kiinteistö Oy Oulun Rakkakiventie °°°°°°°°° | Finland | Subsidiary | 2577582‐2 | 100 |
| Kiinteistö Oy Oulun Ruismetsä °°°°°°°°° | Finland | Subsidiary | 3008792-8 | 100 |
| Kiinteistö Oy Oulun Salonpään koulu °°°°°°°°° | Finland | Subsidiary | 3100847-8 | 100 |
| Kiinteistö Oy Oulun Sarvisuontie °°°°°°°°° | Finland | Subsidiary | 2899591‐9 | 100 |
| Kiinteistö Oy Oulun Siilotie °°°°°°°°° | Finland | Subsidiary | 3006511-2 | 100 |
| Kiinteistö Oy Oulun Soittajanlenkki °°°°°°°°° | Finland | Subsidiary | 2920514-9 | 100 |
| Kiinteistö Oy Oulun Ukkoherrantie A °°°°°°°°° | Finland | Subsidiary | 3141465-2 | 100 |
| Kiinteistö Oy Oulun Ukkoherrantie B °°°°°°°°° | Finland | Subsidiary | 2781801‐3 | 100 |
| Kiinteistö Oy Oulun Valjastie °°°°°°°°° | Finland | Subsidiary | 3139840-2 | 100 |
| Kiinteistö Oy Oulun Vihannestie °°°°°°°°° | Finland | Subsidiary | 3127183-1 | 100 |
| Kiinteistö Oy Oulun Villa Sulkakuja °°°°°°°°° | Finland | Subsidiary | 2695880-7 | 100 |
| Kiinteistö Oy Paimion Mäkiläntie °°°°°°°°° | Finland | Subsidiary | 2853714‐1 | 100 |
| Kiinteistö Oy Pieksämäen Ruustinnantie °°°°°°°°° | Finland | Subsidiary | 2903250-8 | 100 |
55 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 54
corporations
Capital held (in %)
NAME Country Category Register of
Kiinteistö Oy Kouvolan Ruskeasuonkatu °°°°°°°°° Finland Subsidiary 2955751-5 100 Kiinteistö Oy Kouvolan Vinttikaivontie °°°°°°°°° Finland Subsidiary 2543325‐9 100 Kiinteistö Oy Kuopion Amerikanraitti 10 °°°°°°°°° Finland Subsidiary 2837113‐7 100 Kiinteistö Oy Kuopion Männistönkatu °°°°°°°°° Finland Subsidiary 3127190-3 100 Kiinteistö Oy Kuopion Pirtinkaari °°°°°°°°° Finland Subsidiary 2873993-1 100 Kiinteistö Oy Kuopion Portti A2 °°°°°°°°° Finland Subsidiary 2874104-6 100 Kiinteistö Oy Kuopion Rantaraitti °°°°°°°°° Finland Subsidiary 2770280‐3 100 Kiinteistö Oy Kuopion Sipulikatu °°°°°°°°° Finland Subsidiary 2509836‐6 100 Kiinteistö Oy Lahden Jahtikatu °°°°°°°°° Finland Subsidiary 2861249‐8 100 Kiinteistö Oy Lahden Kurenniityntie °°°°°°°°° Finland Subsidiary 2988683-7 100 Kiinteistö Oy Lahden Makarantie °°°°°°°°° Finland Subsidiary 3008794-4 100 Kiinteistö Oy Lahden Piisamikatu °°°°°°°°° Finland Subsidiary 2861251‐9 100 Kiinteistö Oy Lahden Vallesmanninkatu A °°°°°°°°° Finland Subsidiary 2675831‐1 100 Kiinteistö Oy Lahden Vallesmanninkatu B °°°°°°°°° Finland Subsidiary 2675827‐4 100 Kiinteistö Oy Laihian Jarrumiehentie °°°°°°°°° Finland Subsidiary 2798400‐3 100 Kiinteistö Oy Lappeenrannan Orioninkatu °°°°°°°°° Finland Subsidiary 2877591‐6 100 Kiinteistö Oy Laukaan Hytösenkuja °°°°°°°°° Finland Subsidiary 2681456‐3 100 Kiinteistö Oy Laukaan Saratie °°°°°°°°° Finland Subsidiary 2896187‐4 100 Kiinteistö Oy Limingan Kauppakaari °°°°°°°°° Finland Subsidiary 2553773‐6 100 Kiinteistö Oy Lohjan Ansatie °°°°°°°°° Finland Subsidiary 2768296‐1 100 Kiinteistö Oy Lohjan Porapojankuja °°°°°°°°° Finland Subsidiary 3130512-2 100 Kiinteistö Oy Lohjan Sahapiha °°°°°°°°° Finland Subsidiary 3132701-4 100 Kiinteistö Oy Loimaan Itsenäisyydenkatu °°°°°°°°° Finland Subsidiary 2887703-1 100 Kiinteistö Oy Loviisan Mannerheiminkatu °°°°°°°°° Finland Subsidiary 2648698‐5 100 Kiinteistö Oy Maskun Ruskontie °°°°°°°°° Finland Subsidiary 2610017‐3 100 Kiinteistö Oy Mikkelin Kastanjakuja °°°°°°°°° Finland Subsidiary 2915481-2 100 Kiinteistö Oy Mikkelin Sahalantie °°°°°°°°° Finland Subsidiary 3004499-5 100 Kiinteistö Oy Mikkelin Väänäsenpolku °°°°°°°°° Finland Subsidiary 2864738‐3 100 Kiinteistö Oy Mikkelin Ylännetie 10 °°°°°°°°° Finland Subsidiary 2751792‐3 100 Kiinteistö Oy Mikkelin Ylännetie 8 °°°°°°°°° Finland Subsidiary 2839320‐5 100 Kiinteistö Oy Mynämäen Opintie °°°°°°°°° Finland Subsidiary 2957425‐1 100 Kiinteistö Oy Mäntsälän Liedontie °°°°°°°°° Finland Subsidiary 2505670‐5 100 Kiinteistö Oy Mäntyharjun Lääkärinkuja °°°°°°°°° Finland Subsidiary 2761813‐4 100 Kiinteistö Oy Nokian Kivimiehenkatu °°°°°°°°° Finland Subsidiary 1056103-9 100 Kiinteistö Oy Nokian Luhtatie °°°°°°°°° Finland Subsidiary 2882228-4 100 Kiinteistö Oy Nokian Näsiäkatu °°°°°°°°° Finland Subsidiary 2772561‐8 100 Kiinteistö Oy Nokian Vikkulankatu °°°°°°°°° Finland Subsidiary 2720339‐3 100 Kiinteistö Oy Nurmijärven Laidunalue °°°°°°°°° Finland Subsidiary 2415548‐8 100 Kiinteistö Oy Nurmijärven Ratakuja °°°°°°°°° Finland Subsidiary 2807462‐6 100 Kiinteistö Oy Orimattilan Suppulanpolku °°°°°°°°° Finland Subsidiary 2750819‐7 100 Kiinteistö Oy Oulun Isopurjeentie °°°°°°°°° Finland Subsidiary 2255743-2 100 Kiinteistö Oy Oulun Kehätie °°°°°°°°° Finland Subsidiary 2613681‐1 100 Kiinteistö Oy Oulun Paulareitti °°°°°°°°° Finland Subsidiary 2512290‐1 100 Kiinteistö Oy Oulun Raamipolku °°°°°°°°° Finland Subsidiary 2798361-7 100 Kiinteistö Oy Oulun Rakkakiventie °°°°°°°°° Finland Subsidiary 2577582‐2 100 Kiinteistö Oy Oulun Ruismetsä °°°°°°°°° Finland Subsidiary 3008792-8 100 Kiinteistö Oy Oulun Salonpään koulu °°°°°°°°° Finland Subsidiary 3100847-8 100 Kiinteistö Oy Oulun Sarvisuontie °°°°°°°°° Finland Subsidiary 2899591‐9 100 Kiinteistö Oy Oulun Siilotie °°°°°°°°° Finland Subsidiary 3006511-2 100 Kiinteistö Oy Oulun Soittajanlenkki °°°°°°°°° Finland Subsidiary 2920514-9 100 Kiinteistö Oy Oulun Ukkoherrantie A °°°°°°°°° Finland Subsidiary 3141465-2 100 Kiinteistö Oy Oulun Ukkoherrantie B °°°°°°°°° Finland Subsidiary 2781801‐3 100 Kiinteistö Oy Oulun Valjastie °°°°°°°°° Finland Subsidiary 3139840-2 100 Kiinteistö Oy Oulun Vihannestie °°°°°°°°° Finland Subsidiary 3127183-1 100 Kiinteistö Oy Oulun Villa Sulkakuja °°°°°°°°° Finland Subsidiary 2695880-7 100 Kiinteistö Oy Paimion Mäkiläntie °°°°°°°°° Finland Subsidiary 2853714‐1 100 Kiinteistö Oy Pieksämäen Ruustinnantie °°°°°°°°° Finland Subsidiary 2903250-8 100
| NAME | Country | Category | Register of | Capital held |
|---|---|---|---|---|
| corporations | (in %) | |||
| Kiinteistö Oy Pihtiputaan Nurmelanpolku °°°°°°°°° | Finland | Subsidiary | 2860057‐7 | 100 |
| Kiinteistö Oy Pirkkalan Lehtimäentie °°°°°°°°° | Finland | Subsidiary | 2593596‐1 | 100 |
| Kiinteistö Oy Pirkkalan Pereensaarentie °°°°°°°°° | Finland | Subsidiary | 2808085‐8 | 100 |
| Kiinteistö Oy Porin Kerhotie °°°°°°°°° | Finland | Subsidiary | 3145625-4 | 100 |
| Kiinteistö Oy Porin Koekatu °°°°°°°°° | Finland | Subsidiary | 2835076‐6 | 100 |
| Kiinteistö Oy Porin Ojantie °°°°°°°°° | Finland | Subsidiary | 2625961‐9 | 100 |
| Kiinteistö Oy Porin Palokärjentie °°°°°°°°° | Finland | Subsidiary | 2735199‐4 | 100 |
| Kiinteistö Oy Porvoon Fredrika Runeberginkatu °°°°°°°°° | Finland | Subsidiary | 2760328‐2 | 100 |
| Kiinteistö Oy Porvoon Haarapääskyntie °°°°°°°°° | Finland | Subsidiary | 2951666‐8 | 100 |
| Kiinteistö Oy Porvoon Peippolankuja °°°°°°°°° Kiinteistö Oy Porvoon Vanha Kuninkaantie °°°°°°°°° |
Finland Finland |
Subsidiary Subsidiary |
2588814‐9 | 100 100 |
| Kiinteistö Oy Raahen Kirkkokatu °°°°°°°°° | Finland | Subsidiary | 2746305‐6 3143874-2 |
100 |
| Kiinteistö Oy Raahen Palokunnanhovi °°°°°°°°° | Finland | Subsidiary | 100 | |
| Kiinteistö Oy Raahen Vihastenkarinkatu °°°°°°°°° | Finland | Subsidiary | 2326426‐0 | 100 |
| Kiinteistö Oy Raision Tenavakatu °°°°°°°°° | Finland | Subsidiary | 2917887‐3 | 100 |
| Kiinteistö Oy Riihimäen Jyrätie °°°°°°°°° | Finland | Subsidiary | 2553772‐8 2956737-7 |
100 |
| Kiinteistö Oy Rovaniemen Gardininkuja °°°°°°°°° | Finland | Subsidiary | 3100848-6 | 100 |
| Kiinteistö Oy Rovaniemen Matkavaarantie °°°°°°°°° | Finland | Subsidiary | 100 | |
| Kiinteistö Oy Rovaniemen Muonakuja °°°°°°°°° | Finland | Subsidiary | 2838821‐1 3110312-5 |
100 |
| Kiinteistö Oy Rovaniemen Mäkiranta °°°°°°°°° | Finland | Subsidiary | 2994385-4 | 100 |
| Kiinteistö Oy Rovaniemen Ritarinne °°°°°°°°° | Finland | Subsidiary | 100 | |
| Kiinteistö Oy Rovaniemen Santamäentie °°°°°°°°° | Finland | Subsidiary | 2754616‐9 3008789-9 |
100 |
| Kiinteistö Oy Ruskon Päällistönmäentie °°°°°°°°° | Finland | Subsidiary | 100 | |
| Kiinteistö Oy Salon Papinkuja °°°°°°°°° | Finland | Subsidiary | 2789540‐6 3155224-6 |
100 |
| Kiinteistö Oy Sastamalan Tyrväänkyläntie °°°°°°°°° | Finland | Subsidiary | 100 | |
| Kiinteistö Oy Siilinjärven Honkarannantie °°°°°°°°° | Finland | Subsidiary | 2872995‐2 2947087-4 |
100 |
| Kiinteistö Oy Siilinjärven Nilsiäntie °°°°°°°°° | Finland | Subsidiary | 2934834‐2 | 100 |
| Kiinteistö Oy Siilinjärven Risulantie °°°°°°°°° | Finland | Subsidiary | 2854061‐5 | 100 |
| Kiinteistö Oy Siilinjärven Sinisiipi °°°°°°°°° | Finland | Subsidiary | 2479104‐6 | 100 |
| Kiinteistö Oy Sipoon Aarrepuistonkuja °°°°°°°°° | Finland | Subsidiary | 2878144‐3 | 100 |
| Kiinteistö Oy Sipoon Aarretie °°°°°°°°° | Finland | Subsidiary | 2870619‐5 | 100 |
| Kiinteistö Oy Sipoon Satotalmantie °°°°°°°°° | Finland | Subsidiary | 2743701‐8 | 100 |
| Kiinteistö Oy Sotkamon Kirkkotie °°°°°°°°° | Finland | Subsidiary | 2917890‐2 | 100 |
| Kiinteistö Oy Tampereen Lentävänniemenka °°°°°°°°° | Finland | Subsidiary | 2648697‐7 | 100 |
| Kiinteistö Oy Teuvan Tuokkolantie °°°°°°°°° | Finland | Subsidiary | 2225109-7 | 100 |
| Kiinteistö Oy Tornion Torpin Rinnakkaiskatu °°°°°°°°° | Finland | Subsidiary | 2816984‐4 | 100 |
| Kiinteistö Oy Turun Lemmontie °°°°°°°°° | Finland | Subsidiary | 2551472-9 | 100 |
| Kiinteistö Oy Turun Lukkosepänkatu °°°°°°°°° | Finland | Subsidiary | 2842686‐3 | 100 |
| Kiinteistö Oy Turun Paltankatu °°°°°°°°° | Finland | Subsidiary | 2845199‐7 | 100 |
| Kiinteistö Oy Turun Teollisuuskatu °°°°°°°°° | Finland | Subsidiary | 2729980‐7 | 100 |
| Kiinteistö Oy Turun Vakiniituntie °°°°°°°°° | Finland | Subsidiary | 2648689‐7 | 100 |
| Kiinteistö Oy Turun Vähäheikkiläntie °°°°°°°°° | Finland | Subsidiary | 2660277‐1 | 100 |
| Kiinteistö Oy Tuusulan Isokarhunkierto °°°°°°°°° | Finland | Subsidiary | 3005414-9 | 100 |
| Kiinteistö Oy Ulvilan Kulmalantie °°°°°°°°° | Finland | Subsidiary | 2966954-1 | 100 |
| Kiinteistö Oy Uudenkaupungin Merilinnuntie °°°°°°°°° | Finland | Subsidiary | 2878831‐1 | 100 |
| Kiinteistö Oy Uudenkaupungin Merimetsopolku B °°°°°°°°° | Finland | Subsidiary | 2798800‐4 | 100 |
| Kiinteistö Oy Uudenkaupungin Merimetsopolku C °°°°°°°°° | Finland | Subsidiary | 2797654‐8 | 100 |
| Kiinteistö Oy Uudenkaupungin Puusepänkatu °°°°°°°°° | Finland | Subsidiary | 2766340‐2 | 100 |
| Kiinteistö Oy Vaasan Mäkikaivontie °°°°°°°°° | Finland | Subsidiary | 1743075-2 | 100 |
| Kiinteistö Oy Vaasan Tehokatu °°°°°°°°° | Finland | Subsidiary | 2246849-9 | 100 |
| Kiinteistö Oy Vaasan Uusmetsäntie °°°°°°°°° | Finland | Subsidiary | 3000725-4 | 100 |
| Kiinteistö Oy Vaasan Vanhan Vaasankatu °°°°°°°°° | Finland | Subsidiary | 2882784‐3 | 100 |
| Kiinteistö Oy Vantaan Asolantie °°°°°°°°° | Finland | Subsidiary | 2319120-9 | 100 |
| Kiinteistö Oy Vantaan Koetilankatu °°°°°°°°° | Finland | Subsidiary | 2656382‐1 | 100 |
| Kiinteistö Oy Vantaan Koivukylän Puistotie °°°°°°°°° | Finland | Subsidiary | 2933844‐3 | 100 |
| Kiinteistö Oy Vantaan Mesikukantie °°°°°°°°° | Finland | Subsidiary | 2755333‐4 | 100 |
| Kiinteistö Oy Vantaan Punakiventie °°°°°°°°° | Finland | Subsidiary | 2675834‐6 | 100 |
Aedifica – Annual Financial Report 2019/2020 – 56
| NAME | Country | Category | Register of corporations |
Capital held (in %) |
|---|---|---|---|---|
| Kiinteistö Oy Vantaan Tuovintie °°°°°°°°° | Finland | Subsidiary | 2711240‐8 | 100 |
| Kiinteistö Oy Vantaan Vuohirinne °°°°°°°°° | Finland | Subsidiary | 2691248‐9 | 100 |
| Kiinteistö Oy Varkauden Kaura-ahontie °°°°°°°°° | Finland | Subsidiary | 2798803‐9 | 100 |
| Kiinteistö Oy Varkauden Savontie °°°°°°°°° | Finland | Subsidiary | 2796607‐5 | 100 |
| Kiinteistö Oy Vihdin Hiidenrannantie °°°°°°°°° | Finland | Subsidiary | 2616455‐6 | 100 |
| Kiinteistö Oy Vihdin Koivissillankuja °°°°°°°°° | Finland | Subsidiary | 2759228-8 | 100 |
| Kiinteistö Oy Vihdin Pengerkuja °°°°°°°°° | Finland | Subsidiary | 2855519‐8 | 100 |
| Kiinteistö Oy Vihdin Vanhan-Sepän tie °°°°°°°°° | Finland | Subsidiary | 2625959‐8 | 100 |
| Kiinteistö Oy Ylivieskan Alpuumintie °°°°°°°°° | Finland | Subsidiary | 3004201-7 | 100 |
| Kiinteistö Oy Ylivieskan Mikontie 1 °°°°°°°°° | Finland | Subsidiary | 2850860‐7 | 100 |
| Kiinteistö Oy Ylivieskan Ratakatu 12 °°°°°°°°° | Finland | Subsidiary | 2850859‐4 | 100 |
| Kiinteistö Oy Ylöjärven Mustarastaantie °°°°°°°°° | Finland | Subsidiary | 2620686‐7 | 100 |
| Kiinteistö Oy Ylöjärven Työväentalontie °°°°°°°°° | Finland | Subsidiary | 2690219‐2 | 100 |
| Hoivatilat AB°°°°°°°°°° | Sweden | 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 |
| 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 |
° Located Rue Belliard 40 box 11 in 1040 Brussels (Belgium).
°° Located Gervinusstraße 15-17 in 60322 Frankfurt am Main (Germany).
°°° Located rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg).
°°°° Located Herengracht 466 in 1017 CA Amsterdam (The Netherlands).
°°°°° Located Im Schloßpark 10 in 51429 Bergisch-Gladbach (Germany). °°°°°° Located 47 Esplanade in St. Helier JE1 0BD (Jersey).
°°°°°°° Located 8 Sackville Street in London W1S 3DG (United Kingdom).
°°°°°°°° Located Pohjoisesplanadi 25 A in 00100 Helsinki (Finland).
°°°°°°°°° Located Lentokatu 2 in 90460 Oulunsalo (Finland).
°°°°°°°°°° Located Svärdvägen 21, 18233 Danderyd (Sweden).
°°°°°°°°°°° Located Avenue Louise 331 in 1050 Brussels (Belgium).
1 The residual 75% is held by an investor who is unrelated to Aedifica. 2 The residual 6% is held by an investor who is unrelated to Aedifica.
3 The residual 50% is held by a partner who is unrelated to Aedifica.
57 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 56
corporations
Capital held (in %)
NAME Country Category Register of
° Located Rue Belliard 40 box 11 in 1040 Brussels (Belgium).
°°°°°° Located 47 Esplanade in St. Helier JE1 0BD (Jersey).
°° Located Gervinusstraße 15-17 in 60322 Frankfurt am Main (Germany). °°° Located rue Guillaume J. Kroll 12 C in 1882 Luxembourg (Luxembourg). °°°° Located Herengracht 466 in 1017 CA Amsterdam (The Netherlands). °°°°° Located Im Schloßpark 10 in 51429 Bergisch-Gladbach (Germany).
°°°°°°° Located 8 Sackville Street in London W1S 3DG (United Kingdom). °°°°°°°° Located Pohjoisesplanadi 25 A in 00100 Helsinki (Finland). °°°°°°°°° Located Lentokatu 2 in 90460 Oulunsalo (Finland). °°°°°°°°°° Located Svärdvägen 21, 18233 Danderyd (Sweden). °°°°°°°°°°° Located Avenue Louise 331 in 1050 Brussels (Belgium). 1 The residual 75% is held by an investor who is unrelated to Aedifica. 2 The residual 6% is held by an investor who is unrelated to Aedifica. 3 The residual 50% is held by a partner who is unrelated to Aedifica.
Kiinteistö Oy Vantaan Tuovintie °°°°°°°°° Finland Subsidiary 2711240‐8 100 Kiinteistö Oy Vantaan Vuohirinne °°°°°°°°° Finland Subsidiary 2691248‐9 100 Kiinteistö Oy Varkauden Kaura-ahontie °°°°°°°°° Finland Subsidiary 2798803‐9 100 Kiinteistö Oy Varkauden Savontie °°°°°°°°° Finland Subsidiary 2796607‐5 100 Kiinteistö Oy Vihdin Hiidenrannantie °°°°°°°°° Finland Subsidiary 2616455‐6 100 Kiinteistö Oy Vihdin Koivissillankuja °°°°°°°°° Finland Subsidiary 2759228-8 100 Kiinteistö Oy Vihdin Pengerkuja °°°°°°°°° Finland Subsidiary 2855519‐8 100 Kiinteistö Oy Vihdin Vanhan-Sepän tie °°°°°°°°° Finland Subsidiary 2625959‐8 100 Kiinteistö Oy Ylivieskan Alpuumintie °°°°°°°°° Finland Subsidiary 3004201-7 100 Kiinteistö Oy Ylivieskan Mikontie 1 °°°°°°°°° Finland Subsidiary 2850860‐7 100 Kiinteistö Oy Ylivieskan Ratakatu 12 °°°°°°°°° Finland Subsidiary 2850859‐4 100 Kiinteistö Oy Ylöjärven Mustarastaantie °°°°°°°°° Finland Subsidiary 2620686‐7 100 Kiinteistö Oy Ylöjärven Työväentalontie °°°°°°°°° Finland Subsidiary 2690219‐2 100 Hoivatilat AB°°°°°°°°°° Sweden 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 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
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Consolidated debt-to-assets ratio (max. 65%) | ||
| Non-current financial debts | 1,062,297 | 584,193 |
| Other non-current financial liabilities (except for hedging instruments) + |
56,840 | 4,604 |
| Current financial debts + |
604,402 | 272,317 |
| Other current financial liabilities (except for hedging instruments) + |
2,077 | 0 |
| Trade debts and other current debts + |
32,067 | 27,044 |
| Total liabilities according to the Royal Decree of 13 July 2014 = |
1,757,683 | 888,158 |
| Total assets | 4,067,175 | 2,386,127 |
| Hedging instruments - |
-234 | -117 |
| Total assets according to the Royal Decree of 13 July 2014 = |
4,066,941 | 2,386,010 |
| Debt-to-assets ratio (in %) / |
43.22% | 37.22% |
| Additional debt capacity - debt ratio at 60% | 682,482 | 543,448 |
| Additional debt capacity - debt ratio at 65% | 885,829 | 662,749 |
See section 1.2 of the 'Risk Factors' chapter of the 2019/2020 Annual Financial Report.
Aedifica's properties are valued quarterly by the following independent valuation experts: Cushman & Wakefield Belgium NV/SA, Deloitte Consulting & Advisory CVBA/SCRL, CBRE GmbH, Jones Lang LaSalle SE, Cushman & Wakefield VOF, Savills Consultancy BV, Cushman & Wakefield Debenham Tie Leung Ltd, Jones Lang LaSalle Finland Oy et JLL Valuation AB.
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) | 31/12/2020 | 30/06/2019 | ||||
|---|---|---|---|---|---|---|
| Category | Level | Book value | Fair value | Book value | Fair value | |
| Non-current assets | ||||||
| Non-current financial assets | 1,162 | 1,162 | 307 | 307 | ||
| a. Hedges | C | 2 | 234 | 234 | 117 | 117 |
| b. Other | A | 2 | 928 | 928 | 191 | 191 |
| Equity-accounted investments | C | 2 | 36,998 | 36,998 | 33,931 | 33,931 |
| Current assets | ||||||
| Trade receivables | A | 2 | 12,698 | 12,698 | 11,216 | 11,216 |
| Tax receivables and other current assets | A | 2 | 5,177 | 5,177 | 1,257 | 1,257 |
| Cash and cash equivalents | A | 1 | 23,546 | 23,546 | 15,405 | 15,405 |
| Non-current liabilities | ||||||
| Non-current financial debts | A | 2 | -1,062,297 | -1,078,770 | -584,193 | -591,522 |
| Other non-current financial liabilities | ||||||
| a. Authorised hedges | C | 2 | -51,220 | -51,220 | -48,170 | -48,170 |
| b. Other | A | 2 | -56,840 | -56,840 | -4,604 | -4,604 |
| Current liabilities | ||||||
| Current financial debts | A | 2 | -604,402 | -604,402 | -272,317 | -272,317 |
| Trade debts and other current debts | A | 2 | -29,772 | -29,772 | -23,938 | -23,938 |
| Other current financial liabilities | A | 2 | -2,077 | -2,077 | 0 | 0 |
Aedifica – Annual Financial Report 2019/2020 – 58
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) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Marketable investment properties | 3,615,394 | 2,264,504 |
| + Right of use of plots of land | 51,825 | - |
| + Development projects | 141,320 | 51,205 |
| Investment properties | 3,808,539 | 2,315,709 |
| + Assets classified as held for sale | 6,128 | 5,240 |
| Investment properties including assets classified as held for sale, or real estate portfolio | 3,814,667 | 2,320,949 |
| - Development projects | -141,320 | -51,205 |
| Marketable investment properties including assets classified as held for sale*, or investment properties portfolio |
3,673,347 | 2,269,744 |
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) | 01/01/2020 - 31/12/2020 |
01/01/2019 - 31/12/2019 |
|---|---|---|
| Rental income | 187,535 | 139,585 |
| - Scope changes | -69,508 | -22,716 |
| = Rental income on a like-for-like basis* | 118,027 | 116,868 |
59 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 58
3,673,347 2,269,744
01/01/2019 - 31/12/2019
31/12/2020
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)
– 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*
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) 31/12/2020 30/06/2019
Marketable investment properties 3,615,394 2,264,504 + Right of use of plots of land 51,825 - + Development projects 141,320 51,205 Investment properties 3,808,539 2,315,709 + Assets classified as held for sale 6,128 5,240 Investment properties including assets classified as held for sale*, or real estate portfolio* 3,814,667 2,320,949 - Development projects -141,320 -51,205
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 187,535 139,585 - Scope changes -69,508 -22,716 = Rental income on a like-for-like basis* 118,027 116,868
(x €1,000) 01/01/2020 -
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 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.
| (x €1,000) | Belgium | Germany | Netherlands | United Kingdom |
Finland | Sweden | Non allocated |
Inter segment items° |
TOTAL |
|---|---|---|---|---|---|---|---|---|---|
| SEGMENT RESULT | |||||||||
| Rental income (a) | 86,682 | 49,174 | 35,537 | 60,811 | 27,029 | 272 | 0 | 0 | 259,505 |
| Net rental income (b) | 86,667 | 49,168 | 35,144 | 58,280 | 26,630 | 272 | 0 | 0 | 256,161 |
| Property result (c) | 86,655 | 48,802 | 35,274 | 58,133 | 27,081 | 269 | 0 | 0 | 256,214 |
| Property operating result (d) | 86,614 | 46,750 | 34,130 | 53,964 | 26,168 | 77 | 0 | 0 | 247,703 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
86,614 | 46,750 | 34,130 | 53,964 | 26,168 | 77 | -36,081 | 0 | 211,622 |
| Operating margin* (d)/(b) | 97% | ||||||||
| EBIT margin* (e)/(b) | 83% | ||||||||
| Operating charges* (e)-(b) | 44,539 |
| (x €1,000) | Belgium | Germany | Netherlands | United Kingdom |
Finland | Sweden | Non allocated |
Inter segment items° |
TOTAL |
|---|---|---|---|---|---|---|---|---|---|
| SEGMENT RESULT | |||||||||
| Rental income (a) | 58,228 | 35,625 | 24,627 | 41,754 | 27,029 | 272 | 0 | 0 | 187,535 |
| Net rental income (b) | 58,251 | 35,623 | 24,234 | 39,773 | 26,630 | 272 | 0 | 0 | 184,783 |
| Property result (c) | 58,236 | 35,265 | 24,295 | 39,627 | 27,081 | 269 | 0 | 0 | 184,773 |
| Property operating result (d) | 58,181 | 33,839 | 23,584 | 36,779 | 26,168 | 77 | 0 | 0 | 178,628 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
58,181 | 33,838 | 23,585 | 36,779 | 26,168 | 77 | -27,074 | 0 | 151,554 |
| Operating margin* (d)/(b) | 97% | ||||||||
| EBIT margin* (e)/(b) | 82% | ||||||||
| Operating charges* (e)-(b) | 33,229 |
| (x €1,000) | Healthcare real estate |
Apartment buildings |
Hotels | Non allocated |
Inter segment items° |
TOTAL |
|---|---|---|---|---|---|---|
| SEGMENT RESULT | ||||||
| Rental income (a) | 259,505 | 0 | 0 | 0 | 0 | 259,505 |
| Net rental income (b) | 256,161 | 0 | 0 | 0 | 0 | 256,161 |
| Property result (c) | 256,214 | 0 | 0 | 0 | 0 | 256,214 |
| Property operating result (d) | 247,703 | 0 | 0 | 0 | 0 | 247,703 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
247,703 | 0 | 0 | -36,081 | 0 | 211,622 |
| Operating margin* (d)/(b) | 97% | |||||
| EBIT margin* (e)/(b) | 83% | |||||
| Operating charges* (e)-(b) | 44,539 |
Aedifica – Annual Financial Report 2019/2020 – 60
| (x €1,000) | Healthcare real estate |
Apartments buildings |
Hotels | Non allocated |
Inter segment items |
TOTAL |
|---|---|---|---|---|---|---|
| SEGMENT RESULT | ||||||
| Rental income (a) | 106,545 | 7,822 | 4,058 | 0 | -12 | 118,413 |
| Net rental income (b) | 106,520 | 7,836 | 4,028 | 0 | -12 | 118,372 |
| Property result (c) | 106,365 | 7,213 | 4,045 | 0 | -12 | 117,611 |
| Property operating result (d) | 103,276 | 4,642 | 4,020 | 0 | -12 | 111,926 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e) |
103,049 | 4,693 | 4,010 | -14,610 | 0 | 97,142 |
| Operating margin* (d)/(b) | 95% | |||||
| EBIT margin* (e)/(b) | 82% | |||||
| Operating charges* (e)-(b) | 21,230 |
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) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|---|---|---|---|---|
| XX. Financial income | 478 | 488 | -247 | 154 |
| XXI. Net interest charges | -33,688 | -25,135 | -18,204 | -17,193 |
| XXII. Other financial charges | -5,545 | -3,676 | -3,515 | -3,129 |
| Financial result excl. changes in fair value of financial instruments* | -38,755 | -28,323 | -21,966 | -20,168 |
Aedifica uses average effective interest rate* and average effective interest rate before deduction of capitalised 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 interests and IFRS 16) divided by weighted average financial debts.
| (x €1,000) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| XXI. Net interest charges | -33,688 | -17,193 |
| Capitalised interests | 2,491 | 1,083 |
| Interest cost related to leasing debts booked in accordance with IFRS 16 | -824 | 0 |
| Annualised net interest charges (a) | -22,050 | -16,957 |
| Net interest charges before annualised capitalised interests and IFRS 16 (b) | -23,141 | -18,026 |
| Weighted average financial debts (c) | 1,457,466 | 981,467 |
| Average effective interest rate* (a)/(c) | 1.5% | 1.7% |
| Average effective interest rate before capitalised interests and IFRS 16* (b)/(c) | 1.6% | 1.8% |
On 31 December 2020, the average effective interest rate* (a)/(c) including commitment fees (see Note 15) would be 1.7% (30 June 2019: 1.9%).
61 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 60
Intersegment items
TOTAL
30/06/2019 (12 months)
Hotels Non-
103,049 4,693 4,010 -14,610 0 97,142
(18 months)
allocated
31/12/2020 (12 months restated period)
31/12/2019 (12 months restated period)
30/06/2019 (12 months)
Rental income (a) 106,545 7,822 4,058 0 -12 118,413 Net rental income (b) 106,520 7,836 4,028 0 -12 118,372 Property result (c) 106,365 7,213 4,045 0 -12 117,611 Property operating result (d) 103,276 4,642 4,020 0 -12 111,926
Operating margin* (d)/(b) 95% EBIT margin* (e)/(b) 82% Operating charges* (e)-(b) 21,230
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 478 488 -247 154 XXI. Net interest charges -33,688 -25,135 -18,204 -17,193 XXII. Other financial charges -5,545 -3,676 -3,515 -3,129 Financial result excl. changes in fair value of financial instruments* -38,755 -28,323 -21,966 -20,168
Aedifica uses average effective interest rate* and average effective interest rate before deduction of capitalised 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
(x €1,000) 31/12/2020 30/06/2019
XXI. Net interest charges -33,688 -17,193 Capitalised interests 2,491 1,083 Interest cost related to leasing debts booked in accordance with IFRS 16 -824 0 Annualised net interest charges (a) -22,050 -16,957 Net interest charges before annualised capitalised interests and IFRS 16 (b) -23,141 -18,026 Weighted average financial debts (c) 1,457,466 981,467 Average effective interest rate* (a)/(c) 1.5% 1.7% Average effective interest rate before capitalised interests and IFRS 16* (b)/(c) 1.6% 1.8%
On 31 December 2020, the average effective interest rate* (a)/(c) including commitment fees (see Note 15) would be 1.7% (30 June 2019: 1.9%).
Apartments buildings
estate
Note 44.4: Financial result excl. changes in fair value of financial instruments*
(x €1,000) 31/12/2020
charges (after or before capitalised interests and IFRS 16) divided by weighted average financial debts.
(x €1,000) Healthcare real
SEGMENT RESULT
OPERATING RESULT BEFORE RESULT ON PORTFOLIO (e)
income statement.
Note 44.5: Interest rate
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) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Equity attributable to owners of the parent | 2,170,311 | 1,429,549 |
| - Effect of the distribution of the dividend 2018/2019 | 0 | -54,223 |
| Sub-total excl. effect of the distribution of the dividend 2018/2019 | 2,170,311 | 1,375,326 |
| - Effect of the changes in fair value of hedging instruments | 52,212 | 50,533 |
| Equity excl. changes in fair value of hedging instruments* | 2,222,523 | 1,425,859 |
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. The following indicators are considered as APMs:
Aedifica – Annual Financial Report 2019/2020 – 62
During the 2019/2020 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 |
|---|---|
| Intangible assets | 109 |
| Investment properties | 537,011 |
| Other tangible assets | 28,800 |
| Deferred tax assets | 591 |
| Trade receivables | 406 |
| Tax receivables and other current assets | 2,336 |
| Deferred charges and accrued income | 1,670 |
| Cash and cash equivalents | 16,223 |
| Non-current financial debts | -198,492 |
| Other non-current financial liabilities | -29,829 |
| Current financial debts | -59,507 |
| Other current financial liabilities | -1,033 |
| Trade debts and other non-current debts | -3,463 |
| Deferred tax liabilities | -45,751 |
| Accrued charges and deferred income | -3,563 |
| Net asset acquired | 245,507 |
| Goodwill | 161,726 |
| Consideration | 407,233 |
| of which cash consideration | 407,233 |

Aedifica – Annual Financial Report 2019/2020 – 62
Note 45: Business combinations
During the 2019/2020 financial year, the Group completed the following business combination:
real estate investor that develops innovative housing and care concepts in Finland and Sweden.
Information regarding the net asset acquired, goodwill and their consideration are given in the table below.
(x €1,000) Fair value
Intangible assets 109 Investment properties 537,011 Other tangible assets 28,800 Deferred tax assets 591 Trade receivables 406 Tax receivables and other current assets 2,336 Deferred charges and accrued income 1,670 Cash and cash equivalents 16,223 Non-current financial debts -198,492 Other non-current financial liabilities -29,829 Current financial debts -59,507 Other current financial liabilities -1,033 Trade debts and other non-current debts -3,463 Deferred tax liabilities -45,751 Accrued charges and deferred income -3,563 Net asset acquired 245,507 Goodwill 161,726 Consideration 407,233 of which cash consideration 407,233 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 2020, 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 of 18 months ended 31 December 2020 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 as one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 27 October 2017, 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 2020. We performed the audit of the Consolidated Financial Statements of the Group during 9 consecutive years.
We have audited the Consolidated Financial Statements of Aedifica SA, that comprise of the consolidated balance sheet on 31 December 2020, 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 € 4.067.175 thousand and of which the consolidated income statement shows a profit for the year of € 173.422 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 2020, 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 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 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

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.
• Description of the key audit matter
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 valued 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 of the fair value hierarchy defined within the IFRS 13 standard "Fair Value Measurement", some parameters used for valuation purposes being based on unobservable data (discount rate, future occupancy rate, …).
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 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.
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. As a matter of fact, in accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 of 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 record 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 valuation of these derivatives and on the other hand in the application of hedge accounting.
2

Audit report dated 30 March 2021 on the Consolidated Financial
• Description of the key audit matter
The Group uses interest rate swaps (IRS) and options (CAPs) to hedge its interest rate risk on its variable rate debts and has concluded forward exchange rate contracts during the financial year to hedge the risk of exchange rate fluctuations. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders' equity. As a matter of fact, in accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 of 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 record 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 valuation of these derivatives and on the other hand in the
• Summary of the procedures performed
• We have compared the fair values of the
the counterparties and the credit risk adjustments calculated by an external specialist. We have assessed the most important assumptions and the calculations performed by this external specialist.
• Regarding the correct application of hedge accounting, we have reviewed the
effectiveness tests performed by the external specialist involved by the Group and we have compared the volume of derivatives subject to hedge accounting with the volume of the variable rate debts projected on the future accounting years in order to identify any potential overhedging which could potentially jeopardize the application of
derivatives with the values communicated by
application of hedge accounting.
hedge accounting.
Valuation Financial Instruments
These matters were addressed in the context of
Statements as a whole and in forming our opinion thereon, and consequently we do not provide a
Investment property amounts to a significant part
In accordance with the accounting policies and IAS 40 standard "Investment property",
investment property is valued 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 of the fair value hierarchy defined within the IFRS 13 standard "Fair Value Measurement", some parameters used for valuation purposes being based on unobservable data (discount rate, future occupancy rate, …).
• Summary of the procedures performed
The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal experts).
• assessed the objectivity, the independence and the competence of the external
(contractual rentals, maturities of the rental contracts, …) used in their calculations,
parameters used in their reports (discount rates, future occupancy rates, …), including the impact of Covid-19 on the assumptions
Finally, we have assessed the appropriateness of
investment properties disclosed in note 22 of the
the information on the fair value of the
Consolidated Financial Statements.
• tested the integrity of source data
• reviewed the models, assumptions and
More precisely, we have:
and parameters.
appraisers,
our audit of the Consolidated Financial
• Description of the key audit matter
separate opinion on these matters.
Valuation Investment Properties
(94%) of the assets of the Group.
Statements of Aedifica SA as of and for the year
ended 31 December 2020 (continued)
2
• Finally, we have assessed the appropriateness of the information on the financial instruments disclosed in note 33 of the Consolidated Financial Statements.
• Description of the key audit matter
Aedifica has been holding a stake in its Finnish subsidiary Hoivatilat since January 2020. In obtaining this participation, an amount higher than the equity of Hoivatilat was paid. This results in the inclusion of a goodwill in Aedifica NV's consolidated financial statements amounting to EUR 161,7 million. Management's assessment of potential impairments on this goodwill recorded 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 concerned. This requires judgments and assessments by management of the assumptions used, including the determination of Hoivatilat's future cash flows and also the determination of the discount rate used, 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.
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.
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.
3

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:
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue as a going-concern;
• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events.
We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.
4

Audit report dated 30 March 2021 on the Consolidated Financial
as a going-concern;
As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We
• identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion,
also perform the following tasks:
forgery, intentional omissions,
Company's internal control;
• evaluating the selected and applied
accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying
• conclude on the appropriateness of the
information given by the Board of Directors;
Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated
internal control;
misrepresentations, or the override of
• obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Statements of Aedifica SA as of and for the year
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue
• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a
true and fair view of the underlying
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
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
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
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
transactions and events.
that we identify during our audit.
be carried out for group entities.
safeguards.
regulations prohibit this.
ended 31 December 2020 (continued)
Audit report dated 30 March 2021 on the Consolidated Financial Statements of Aedifica SA as of and for the year ended 31 December 2020 (continued)
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, 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, the non-financial information attached to the Board of Directors' report, 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:
4
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. In addition, we do not provide any assurance regarding the Board of Directors' report and other information included in the annual report.
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.
• 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 2021
EY Bedrijfsrevisoren BV Statutory auditor Represented by
Joeri Klaykens * Partner *Acting on behalf of a BV/SRL
5
21JK0244
AEDIFICA - ANNUAL FINANCIAL REPORT 2019/2020
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.
69 – Aedifica – Annual Financial Report 2019/2020
| Year ending on 31 December (x €1,000) | 31/12/2020 (18 months) |
31/12/2020 (12 months - restated period) |
31/12/2019 (12 months - restated period) |
30/06/2019 (12 months) |
|
|---|---|---|---|---|---|
| I. | Rental income | 110,255 | 74,744 | 69,280 | 66,227 |
| II. | Writeback of lease payments sold and discounted | 0 | 0 | 0 | 0 |
| III. | Rental-related charges | -67 | 23 | -121 | -34 |
| Net rental income | 110,188 | 74,767 | 69,159 | 66,193 | |
| IV. | Recovery of property charges | 0 | 0 | 0 | 0 |
| V. | Recovery of rental charges and taxes normally paid by tenants on let properties |
1,608 | 1,377 | 1,035 | 1,175 |
| VI. | Costs payable by the tenant and borne by the landlord on rental damage and repair at end of lease |
0 | 0 | 0 | 0 |
| VII. | Rental charges and taxes normally paid by tenants on let properties | -1,608 | -1,377 | -1,035 | -1,175 |
| VIII. | Other rental-related income and charges | -107 | -79 | -58 | -12 |
| Property result | 110,081 | 74,688 | 69,101 | 66,181 | |
| IX. | Technical costs | -264 | -181 | -250 | -429 |
| X. | Commercial costs | 0 | 0 | 0 | -1 |
| XI. | Charges and taxes on unlet properties | 0 | 0 | -2 | -8 |
| XII. | Property management costs | -822 | -601 | -584 | -622 |
| XIII. | Other property charges | 201 | 65 | 173 | 35 |
| Property charges | -717 | -663 | -1,025 | ||
| Property operating result | 109,196 | 73,971 | 68,438 | 65,156 | |
| XIV. | Overheads | -21,950 | -14,848 | -13,181 | -11,249 |
| XV. | Other operating income and charges | 3,995 | 1,929 | 3,336 | 5,977 |
| Operating result before result on portfolio | 91,241 | 61,051 | 58,594 | 59,884 | |
| XVI. Gains and losses on disposals of investment properties |
0 | 0 | 3,736 | 10,584 | |
| XVII. | Gains and losses on disposals of other non-financial assets | 0 | 0 | 0 | 0 |
| XVIII. | Changes in fair value of investment properties | 38,635 | 19,308 | 30,157 | 15,117 |
| XIX. | Other result on portfolio | -781 | 462 | -1,526 | 1,147 |
| Operating result | 129,095 | 80,822 | 90,960 | 86,732 | |
| XX. | Financial income | 98,693 | 64,521 | 55,152 | 30,517 |
| XXI. | Net interest charges | -31,362 | -22,556 | -18,247 | -16,836 |
| XXII. | Other financial charges | -5,218 | -3,128 | -8,189 | -7,448 |
| XXIII. | Changes in fair value of financial assets and liabilities | -858 | -4,620 | -1,081 | -3,977 |
| Net finance costs | 61,255 | 34,218 | 27,635 | 2,256 | |
| XXIV. | Share in the profit or loss of associates and joint ventures accounted for using the equity method |
3,066 | 1,144 | 6,599 | 4,677 |
| Profit before tax (loss) | 193,416 | 116,183 | 125,195 | 93,665 | |
| XXV. | Corporate tax | -6,615 | -5,040 | -3,134 | -2,976 |
| XXVI. | Exit tax | 0 | 0 | 0 | 0 |
| Tax expense | -5,040 | -3,134 | -2,976 | ||
| Profit (loss) | 186,801 | 111,143 | 122,060 | 90,689 | |
| Basic earnings per share (€) | 7.05 7.05 |
4.05 | 5.43 | 4.71 | |
| Diluted earnings per share (€) | 4.05 | 5.43 | 4.71 |
Aedifica – Annual Financial Report 2019/2020 – 70
| Year ending on 31 December (x €1,000) | 31/12/2020 (18 months) |
30/06/2019 (12 months) |
||
|---|---|---|---|---|
| I. | Profit (loss) | 186,801 | 90,689 | |
| 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 |
-3,419 | -9,619 | |
| D. | Currency translation differences linked to conversion of foreign activities | 0 | 0 | |
| H. | Other comprehensive income, net of taxes | 5,150 | 1,107 | |
| Comprehensive income | 188,532 | 82,177 |
| ASSETS | 30/06/2019 | ||
|---|---|---|---|
| Year ending on 31 December (x €1,000) | |||
| I. | Non-current assets | ||
| A. | Goodwill | 0 | 0 |
| B. | Intangible assets | 1,716 | 407 |
| C. | Investment properties | 1,421,696 | 1,155,569 |
| D. | Other tangible assets | 2,519 | 1,280 |
| E. | Non-current financial assets | 2,121,515 | 1,082,810 |
| F. | Finance lease receivables | 0 | 0 |
| G. | Trade receivables and other non-current assets | 0 | 0 |
| H. | Deferred tax assets | 0 | 0 |
| Total non-current assets | 2,240,066 | ||
| II. | Current assets | ||
| A. | Assets classified as held for sale | 165 | 0 |
| B. | Current financial assets | 0 | 0 |
| C. | Finance lease receivables | 0 | 0 |
| D. | Trade receivables | 8,310 | 7,668 |
| E. | Tax receivables and other current assets | 6,049 | 19,889 |
| F. | Cash and cash equivalents | 3,815 | 8,677 |
| G. | Deferred charges and accrued income | 780 | 1,035 |
| Total current assets | 37,269 | ||
| TOTAL ASSETS | 2,277,335 |
71 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 70
(18 months)
30/06/2019 (12 months)
0 0
-3,419 -9,619
Abridged Statutory Statement of Comprehensive Income
II. Other comprehensive income recyclable under the income statement
Abridged Statutory Balance Sheet
Year ending on 31 December (x €1,000)
I. Non-current assets
II. Current assets
properties
IFRS
Year ending on 31 December (x €1,000) 31/12/2020
A. Impact on fair value of estimated transaction costs resulting from hypothetical disposal of investment
B. Changes in the effective part of the fair value of authorised cash flow hedge instruments as defined under
I. Profit (loss) 186,801 90,689
D. Currency translation differences linked to conversion of foreign activities 0 0 H. Other comprehensive income, net of taxes 5,150 1,107 Comprehensive income 188,532 82,177
ASSETS 31/12/2020 30/06/2019
A. Goodwill 0 0 B. Intangible assets 1,716 407 C. Investment properties 1,421,696 1,155,569 D. Other tangible assets 2,519 1,280 E. Non-current financial assets 2,121,515 1,082,810 F. Finance lease receivables 0 0 G. Trade receivables and other non-current assets 0 0 H. Deferred tax assets 0 0 Total non-current assets 3,547,446 2,240,066
A. Assets classified as held for sale 165 0 B. Current financial assets 0 0 C. Finance lease receivables 0 0 D. Trade receivables 8,310 7,668 E. Tax receivables and other current assets 6,049 19,889 F. Cash and cash equivalents 3,815 8,677 G. Deferred charges and accrued income 780 1,035 Total current assets 19,119 37,269
TOTAL ASSETS 3,566,565 2,277,335
| EQUITY AND LIABILITIES | 31/12/2020 | 30/06/2019 | |
|---|---|---|---|
| Year ending on 31 December (x €1,000) | |||
| EQUITY | |||
| A. | Capital | 836,401 | 624,713 |
| B. | Share premium account | 1,054,109 | 565,068 |
| C. | Reserves | 69,562 | 106,675 |
| a. Legal reserve | 0 | 0 | |
| b. Reserve for the balance of changes in fair value of investment properties | 181,026 | 147,529 | |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties | -26,769 | -21,924 | |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-23,233 | -24,960 | |
| 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 | -18,991 | |
| f. Reserve of exchange differences relating to foreign currency monetary items | -4,746 | 0 | |
| g. Foreign currency translation reserves | 0 | 0 | |
| h. Reserve for treasury shares | 0 | 0 | |
| k. Reserve for deferred taxes on investment properties located abroad | -2,630 | -1,694 | |
| m. Other reserves | -1,805 | 796 | |
| n. Result brought forward from previous years | -33,712 | 25,919 | |
| o. Reserve- share NI & OCI of equity method invest | 4,395 | 0 | |
| D. | Profit (loss) of the year | 186,801 | 90,689 |
| TOTAL EQUITY | 2,146,873 | 1,387,145 | |
| LIABILITIES | |||
| I. | Non-current liabilities | ||
| A. | Provisions | 0 | 0 |
| B. | Non-current financial debts | 828,953 | 547,825 |
| a. Borrowings | 752,068 | 532,858 | |
| c. Other | 76,885 | 14,967 | |
| C. | Other non-current financial liabilities | 50,193 | 47,425 |
| a. Authorised hedges | 48,998 | 47,425 | |
| b. Other | 1,195 | 0 | |
| D. | Trade debts and other non-current debts | 0 | 0 |
| E. | Other non-current liabilities | 0 | 0 |
| F. | Deferred tax liabilities | 7,736 | 4,126 |
| Non-current liabilities | 886,882 | 599,376 | |
| II. | Current liabilities | ||
| A. | Provisions | 0 | 0 |
| B. | Current financial debts | 516,210 | 271,192 |
| a. Borrowings | 266,210 | 171,192 | |
| c. Other | 250,000 | 100,000 | |
| C. | Other current financial liabilities | 441 | 0 |
| D. | Trade debts and other current debts | 12,245 | 16,325 |
| a. Exit tax | 315 | 500 | |
| b. Other | 11,930 | 15,825 | |
| E. | Other current liabilities | 0 | 0 |
| F. | Accrued charges and deferred income | 3,914 | 3,297 |
| Total current liabilities | 532,810 | 290,814 | |
| TOTAL LIABILITIES | 1,419,692 | 890,190 | |
| TOTAL EQUITY AND LIABILITIES | 3,566,565 | 2,277,335 |
Aedifica – Annual Financial Report 2019/2020 – 72
| (x €1,000) | 01/07/2018 | 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 |
30/06/2019 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | 465,126 | 153,002 | 6,585 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 624,713 |
| Share premium account | 297,569 | 255,796 | 11,702 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 565,068 |
| Reserves | 97,333 | 0 | 0 | 0 | 0 | -8,513 | 17,855 | 0 | 0 | 0 | 106,674 |
| 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 |
137,099 | 0 | 0 | 0 | 0 | 0 | 14,993 | -4,564 | 0 | 0 | 147,528 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-23,130 | 0 | 0 | 0 | 0 | 0 | -2,563 | 3,769 | 0 | 0 | -21,924 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-16,436 | 0 | 0 | 0 | 0 | -8,513 | -11 | 0 | 0 | 0 | -24,960 |
| e. Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge accounting as defined under IFRS |
-17,659 | 0 | 0 | 0 | 0 | 0 | -1,332 | 0 | 0 | 0 | -18,991 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| g. Foreign currency | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| translation reserves 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 |
-996 | 0 | 0 | 0 | 0 | 0 | -698 | 0 | 0 | 0 | -1,694 |
| m. Other reserves | -1,955 | 0 | 0 | 0 | 0 | 0 | 1,957 | 796 | 0 | 0 | 796 |
| n. Result brought forward from previous years |
20,410 | 0 | 0 | 0 | 0 | 0 | 5,509 | 0 | 0 | 0 | 25,920 |
| o. Reserve- share NI & OCI of equity method invest |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Profit (loss) | 63,357 | 0 | 0 | 0 | 0 | 90,690 | -63,357 | 0 | 0 | 0 | 90,689 |
| TOTAL EQUITY | 923,385 | 408,798 | 18,287 | 0 | 0 | 82,177 | -45,502 | 0 | 0 | 0 | 1,387,144 |
73 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 72
Transfers between reserves
Other and roundings
30/06/2019
Abridged Statutory Statement of Changes in Equity
Capital increase in kind
Interim dividend
Acquisitions / disposals of treasury shares
Capital 465,126 153,002 6,585 0 0 0 0 0 0 0 624,713 Share premium account 297,569 255,796 11,702 0 0 0 0 0 0 0 565,068 Reserves 97,333 0 0 0 0 -8,513 17,855 0 0 0 106,674 a. Legal reserve 0 0 0 0 0 0 0 0 0 0 0
Consolidated comprehensive income
137,099 0 0 0 0 0 14,993 -4,564 0 0 147,528
-23,130 0 0 0 0 0 -2,563 3,769 0 0 -21,924
-16,436 0 0 0 0 -8,513 -11 0 0 0 -24,960
-17,659 0 0 0 0 0 -1,332 0 0 0 -18,991
0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
-996 0 0 0 0 0 -698 0 0 0 -1,694
20,410 0 0 0 0 0 5,509 0 0 0 25,920
0 0 0 0 0 0 0 0 0 0 0
m. Other reserves -1,955 0 0 0 0 0 1,957 796 0 0 796
Profit (loss) 63,357 0 0 0 0 90,690 -63,357 0 0 0 90,689 TOTAL EQUITY 923,385 408,798 18,287 0 0 82,177 -45,502 0 0 0 1,387,144
Appropriation of the previous year's result
Other transfer relating to asset disposals
increase in cash
(x €1,000) 01/07/2018 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
items
shares
years
invest
k. Reserve for deferred taxes on investment properties located abroad
n. Result brought forward from previous
o. Reserve- share NI & OCI of equity method
| (x €1,000) | 01/07/2019 | Capital increase in cash |
Capital increase in kind |
Interim dividend |
Acquisition s / disposals of treasury shares |
Consolidated comprehensive income |
Appropriati on 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 | 106,675 | 0 | 0 | -75,309 | 0 | 1,731 | 36,466 | 0 | 0 | -1 | 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 | 1 | 181,027 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-21,924 | 0 | 0 | 0 | 0 | 0 | -4,854 | 10 | 0 | -1 | -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 | -4,745 | 0 | 0 | -1 | -4,746 |
| g. Foreign currency | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| translation reserves h. Reserve for |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| treasury 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 | 796 | 0 | 0 | 0 | 0 | 0 | -796 | -1,806 | 0 | 0 | -1,806 |
| n. Result brought forward from previous years |
25,920 | 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 | 186,801 | -90,689 | 0 | 0 | 0 | 186,801 |
| TOTAL EQUITY | 1,387,145 | 654,125 | 46,604 | -75,309 | 0 | 188,532 | -54,223 | 0 | 0 | -1 | 2,146,873 |
Aedifica – Annual Financial Report 2019/2020 – 74
| PROPOSED APPROPRIATION | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Year ending on 31 December (x €1,000) | ||
| A. Profit (loss) | 186,801 | 90,689 |
| B. Transfer to/from the reserves | 42,286 | 20,381 |
| 1. Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties (-/+) |
44,498 | 31,703 |
| 2. Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment properties (-/+) |
-5,863 | -4,854 |
| 3. Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments qualifying for hedge accounting (-) |
-3 | -4 |
| 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 (-) |
-856 | -3,973 |
| 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 (+) |
0 | 0 |
| 7. Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (- /+) |
4,816 | -4,746 |
| 8. Transfer to the reserve of the fiscal latencies related to investment properties abroad (-/+) | -3,611 | -936 |
| 9. Transfer to the reserve of the received dividends aimed at the reimbursement of financial debts (-/+) | 0 | 0 |
| 10. Transfer to/from other reserves (-/+) | 1,806 | 3,599 |
| 11. Transfer to/from the result carried forward of the previous years (-/+) | 0 | -408 |
| 12. Transfer to the reserve- share NI & OCI of equity method invest | 1,499 | 0 |
| C. Remuneration of the capital provided in article 13, § 1, para. 1 | 111,723 | 51,303 |
| D. Remuneration of the capital - other than C | 10,767 | 2,920 |
| Proposed remuneration of the capital (C + D) | 122,490 | 54,223 |
| Result to be carried forward | 22,025 | 16,085 |
| SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE | 31/12/2020 | 30/06/2019 |
| 7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE | ||
|---|---|---|
| (x €1,000) | ||
| Paid-up capital or, if greater, subscribed capital (+) | 836,401 | 624,713 |
| Share premium account unavailable for distribution according to the Articles of Association (+) | 1,054,109 | 565,068 |
| Reserve for positive balance of changes in fair value of investment properties (+) | 191,087 | 152,453 |
| Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS (+/-) |
-24,967 | -24,964 |
| 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 |
| Reserve of the balance of currency translation differences on monetary assets and liabilities (+) | 70 | 0 |
| Reserve for foreign exchange differences linked to conversion of foreign operations (+/-) | 0 | 0 |
| Reserve for the balance of changes in fair value of financial assets available for sale (+/-) | 0 | 0 |
| Reserve for actuarial differences of defined benefits pension plans (+) | 0 | 0 |
| Reserve of the fiscal latencies related to investment properties abroad (+) | 0 | 0 |
| Reserve of the received dividends aimed at the reimbursement of financial debts (+) | 0 | 0 |
| Other reserves declared as non-distributable by the general meeting (+) | 0 | 0 |
| Reserve- share NI & OCI of equity method invest | 5,894 | 4,395 |
| Legal reserve (+) | 0 | 0 |
| Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and Associations Code |
2,038,774 | 1,298,701 |
| Net asset | 2,222,182 | 1,387,145 |
| Interim dividend | -75,309 | 0 |
| Final dividend | -47,181 | -54,223 |
| Net asset after distribution | 2,099,692 | 1,332,922 |
| Headroom after distribution | 60,918 | 34,221 |
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) | 31/12/2020 | 30/06/2019 |
|---|---|---|
| Profit (loss) | 186,801 | 90,689 |
| Depreciation | 1,780 | 507 |
| Write-downs | 15 | 24 |
| Other non-cash items | -10,308 | -1,390 |
| Gains and losses on disposals of investment properties | 0 | -10,584 |
| Changes in fair value of investment properties | -38,635 | -15,117 |
| Roundings | 0 | 0 |
| Corrected profit | 139,653 | 64,129 |
| Denominator° (in shares) | 26,628,340 | 19,365,386 |
| CORRECTED PROFIT PER SHARE° (in € per share) | 5.24 | 3.31 |
| Interim dividend | 75,309 | 0 |
| Final dividend | 47,181 | 54,223 |
| Total proposed dividend | 122,490 | 54,223 |
| PAY-OUT RATIO (MIN. 80%) | 88% | 85% |
° Based on the rights to the dividend for the shares issued during the year.
75 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 74
44,498 31,703
-5,863 -4,854
-3 -4
0 0
0 0
-856 -3,973
4,816 -4,746
31/12/2020 30/06/2019
-24,967 -24,964
-23,820 -22,964
2,038,774 1,298,701
Abridged Statutory Appropriation Account
Year ending on 31 December (x €1,000)
qualifying for hedge accounting (-)
qualifying for hedge accounting (+)
qualifying for hedge accounting (-)
qualifying for hedge accounting (+)
(-/+)
/+)
(x €1,000)
as defined under IFRS (+/-)
Associations Code
accounting as defined under IFRS (+/-)
properties (-/+)
PROPOSED APPROPRIATION 31/12/2020 30/06/2019
A. Profit (loss) 186,801 90,689 B. Transfer to/from the reserves 42,286 20,381
Paid-up capital or, if greater, subscribed capital (+) 836,401 624,713 Share premium account unavailable for distribution according to the Articles of Association (+) 1,054,109 565,068 Reserve for positive balance of changes in fair value of investment properties (+) 191,087 152,453
Reserve of the balance of currency translation differences on monetary assets and liabilities (+) 70 0 Reserve for foreign exchange differences linked to conversion of foreign operations (+/-) 0 0 Reserve for the balance of changes in fair value of financial assets available for sale (+/-) 0 0 Reserve for actuarial differences of defined benefits pension plans (+) 0 0 Reserve of the fiscal latencies related to investment properties abroad (+) 0 0 Reserve of the received dividends aimed at the reimbursement of financial debts (+) 0 0 Other reserves declared as non-distributable by the general meeting (+) 0 0 Reserve- share NI & OCI of equity method invest 5,894 4,395 Legal reserve (+) 0 0
Net asset 2,222,182 1,387,145 Interim dividend -75,309 0 Final dividend -47,181 -54,223 Net asset after distribution 2,099,692 1,332,922
Headroom after distribution 60,918 34,221
Transfer to/from the reserve of the (positive or negative) balance of changes in fair value of investment properties
Transfer to/from the reserve of the estimated transaction costs resulting from hypothetical disposal of investment
Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments
Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments
Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not
Transfer to the reserve of the balance of the changes in fair value of authorised cash flow hedging instruments not
Transfer to/from the reserve of the balance of currency translation differences on monetary assets and liabilities (-
SHAREHOLDERS' EQUITY THAT CAN NOT BE DISTRIBUTED ACCORDING TO ARTICLE
Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting
Shareholders' equity that cannot be distributed according to Article 7:212 of the Belgian Companies and
Reserve for the balance of changes in fair value of authorised hedging instruments not qualifying for hedge
7:212 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE
| (x €1,000) | Equity as per 31/12/2020 |
Proposed result's appropriation |
Equity as per 31/12/2020 after proposed result's appropriation |
|---|---|---|---|
| Capital | 836,401 | 0 | 836,401 |
| Share premium account | 1,054,109 | 0 | 1,054,109 |
| Reserves | 69,562 | 186,801 | 256,363 |
| a. Legal reserve | 0 | 0 | 0 |
| b. Reserve for the balance of changes in fair value of investment properties |
181,027 | 44,498 | 225,525 |
| c. Reserve for estimated transaction costs resulting from hypothetical disposal of investment properties |
-26,769 | -5,863 | -32,632 |
| d. Reserve for the balance of changes in fair value of authorised hedging instruments qualifying for hedge accounting as defined under IFRS |
-23,233 | -3 | -23,236 |
| 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 | -856 | -23,820 |
| f. Reserve of exchange differences relating to foreign currency monetary items |
-4,746 | 4,816 | 70 |
| 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 | -2,630 | -3,611 | -6,241 |
| m. Other reserves | -1,806 | 1,806 | 0 |
| n. Result brought forward from previous years | -33,712 | 144,515 | 110,803 |
| o. Reserve- share NI & OCI of equity method invest | 4,395 | 1,499 | 5,894 |
| Profit (loss) | 186,801 | -186,801 | 0 |
| TOTAL EQUITY | 2,146,873 | 0 | 2,146,873 |
Aedifica – Annual Financial Report 2019/2020 – 76
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:
-(i) DBF-agreements, the so-called 'Design, Build, Finance' agreements;
77 – Aedifica – Annual Financial Report 2019/2020
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:
Aedifica – Annual Financial Report 2019/2020 – 76
Standing Documents
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
(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:
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)
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.
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.
Aedifica – Annual Financial Report 2019/2020 – 78
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 2 De Kleetlaan 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 27 October 2017, and receives an indexed audit fee of €38,000 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 nine 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.
Since 1 January 2011, the expert fee excluding VAT is determined as a fixed amount per type of property appraised.
79 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 78
1.8 Financial year (Article 28 of the Articles of Association)
represented by Joeri Klaykens, Partner, located at 2 De Kleetlaan in 1831 Diegem.
office is located in avenue marnix 23 (5th floor) in 1000 Brussels;
in Bockenheimer Landstrasse 55 in 60325 Frankfurt;
Birger Jarlsgatan 25 in 111 81 Stockholm.
carrying amount ('fair value') of the buildings on the balance sheet.
The statutory auditor has an unlimited right of supervision over the operations of the Company.
Lanoije, its registered office is located in Luchthaven Nationaal 1 J in 1930 Zaventem;
office is located in Bockenheimer Landstrasse 24 (WestendDuo) in 60323 Frankfurt;
registered office is located in Gustav Mahlerlaan 362-364 in 1082 ME Amsterdam;
registered office is located in Claude Debussylaan 48 in 1082 MD Amsterdam;
registered office is located in 125 Old Broad Street in London EC2N 1AR;
Kuusela, its registered office is located in Keskuskatu 5 B in 00100 Helsinki;
up an inventory and the annual accounts at the end of each financial year.
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).
1.11 Valuation expert
and associations.
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 27 October 2017, and receives an indexed audit fee of €38,000 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. Christophe Ackermans, its registered
Deloitte Consulting & Advisory SCRL, represented (within the meaning of Article 24 of the RREC Act) by Mr. Frédéric Sohet and Ms. Patricia
CBRE GmbH, represented (within the meaning of Article 24 of the RREC Act) by Mr. Sandro Höselbarth and Mr. Tim Schulte, its registered
Jones Lang LaSalle SE, represented (within the meaning of Article 24 of the RREC Act) by Mr. Peter Tölzel, its registered office is located
Cushman & Wakefield VOF, represented (within the meaning of Article 24 of the RREC Act) by Mr. Jacques Boeve and Mr. Niek Drent, its
Savills Consultancy BV, represented (within the meaning of Article 24 of the RREC Act) by Mr. Martijn Onderstal and Mr. Jorn Damhuis, its
Cushman & Wakefield Debenham Tie Leung Ltd, represented (within the meaning of Article 24 of the RREC Act) by Mr. Tom Robinson, its
Jones Lang LaSalle Finland Oy, represented (within the meaning of Article 24 of the RREC Act) by Mr. Tero Lehtonen and Mr. Mikko
JLL Valuation AB, represente (within the meaning of Article 24 of the RREC Act) by Mr. Patrik Lofvenberg, its registered office is located in
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 nine 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 two following banks:
The remuneration of the financial service amounted to €183 k for the 2019/2020 financial year (€58 k for the 2018/2019 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 2016/2017, 2017/2018 and 2018/2019 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.
Aedifica – Annual Financial Report 2019/2020 – 80
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 – Annual Financial Report 2019/2020 – 80
1.17 Actions necessary to change the rights of the shareholders
See the 'Risks factors' chapter within this Annual Financial Report.
1.20 Rights to vote of the main 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.
website (www.aedifica.eu).
activities
€3.8 billion.
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.
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:
81 – Aedifica – Annual Financial Report 2019/2020
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:
Aedifica – Annual Financial Report 2019/2020 – 82
1
| 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" | 100,000.00 | 278 | |
| Merger of "Oude Burg Company SA" | 3,599,587.51 | 4,473 | |
| Transfer of reserves to capital | 4,119,260.93 | ||
| Capital decrease | -4,891,134.08 | ||
| 10,177,714.36 | 12,001 | ||
| 23 March 2006 | Merger of "Sablon-Résidence de l'Europe SA" | 1,487,361.15 | 11,491 |
| Merger of "Bertimo SA" | 1,415,000.00 | 3,694 | |
| Merger of "Le Manoir SA" | 1,630,000.00 | 3,474 | |
| Merger of "Olphi SA" | 800,000.00 | 2,314 | |
| Merger of "Services et Promotion de la Vallée (SPV) SA" | 65,000.00 | 1,028 | |
| Merger of "Emmane SA" | 2,035,000.00 | 5,105 | |
| Merger of "Ixelinvest SA" | 219.06 | 72 | |
| Merger of "Imfina SA" | 1,860.95 | 8 | |
| Contribution in kind of the business of "Immobe SA" | 908,000.00 | 908 | |
| Contribution in kind (Lombard 32) | 2,500,000.00 | 2,500 | |
| Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) | 10,915,000.00 | 10,915 | |
| 31,935,155.52 | 53,510 | ||
| 24 May 2006 | Contribution in kind (Louise 331-333 complex) | 8,500,000.00 | 8,500 |
| 40,435,155.52 | 62,010 | ||
| 17 August 2006 | Contribution in kind (Laeken 119 and 123-125) | 1,285,000.00 | 1,285 |
| Partial demerger of "Financière Wavrienne SA" | 5,400,000.00 | 5,400 | |
| Mixed demerger of "Château Chenois SA" | 123,743.15 | 14,377 | |
| Merger of "Medimmo SA" | 1,000,000.00 | 2,301 | |
| Merger of "Cledixa SA" | 74,417.64 | 199 | |
| Merger of "Société de Transport et du Commerce en Afrique SA" | 62,000.00 | 1,247 | |
| Mixed merger of "Hôtel Central & Café Central SA" | 175,825.75 | 6,294 | |
| 48,556,142.06 | 93,113 | ||
| 26 September 2006 | Split by 25 of the number of shares | 48,556,142.06 | 2,327,825 |
| Contribution in kind (Rue Haute and Klooster Hotel) | 11,350,000.00 | 283,750 | |
| 59,906,142.06 | 2,611,575 | ||
| 3 October 2006 | Contribution in cash | 23,962,454.18 | 1,044,630 |
| 83,868,596.24 | 3,656,205 | ||
| 27 March 2007 | Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) | 4,911,972.00 | 105,248 |
| 88,780,568.24 | 3,761,453 | ||
| 17 April 2007 | Merger of "Legrand CPI SA" | 337,092.73 | 57,879 |
| Contribution in kind (Livourne 14, 20-24) | 2,100,000.00 | 44,996 | |
| 91,217,660.97 | 3,846,328 | ||
| 28 June 2007 | Partial demerger of "Alcasena SA" | 2,704,128.00 | 342,832 |
| Contribution in kind (Plantin Moretus) | 3,000,000.00 | 68,566 | |
| 96,921,788.97 | 4,275,726 | ||
| 30 November 2007 | Partial demerger of "Feninvest SA" | 1,862,497.95 | 44,229 |
| Partial demerger of "Résidence du Golf SA" | 5,009,531.00 | 118,963 | |
| 103,793,817.92 | 4,438,918 | ||
| 30 July 2008 | Partial demerger of "Famifamenne SA" | 2,215,000.00 | 50,387 |
| Partial demerger of "Rouimmo SA" | 1,185,000.00 | 26,956 | |
| 107,193,817.92 | 4,516,261 | ||
| 30 June 2009 | Contribution in kind (Gaerveld service flats) | 2,200,000.00 | 62,786 |
| 109,393,817.92 | 4,579,047 | ||
| 30 December 2009 | Contribution in kind (Freesias) | 4,950,000.00 | 129,110 |
| 114,343,817.92 | 4,708,157 | ||
| 30 June 2010 | Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" | 11,239,125.00 | 273,831 |
| Partial demerger of "Carlinvest SA" | 2,200,000.00 | 51,350 | |
| 127,782,942.92 | 5,033,338 |
83 – Aedifica – Annual Financial Report 2019/2020
| 15 October 2010 | Contribution in cash | 51,113,114.26 | 2,013,334 |
|---|---|---|---|
| 178,896,057.18 | 7,046,672 | ||
| 8 April 2011 | Contribution in kind (Project Group Hermibouw) | 1,827,014.06 | 43,651 |
| 180,723,071.24 | 7,090,323 | ||
| 29 June 2011 | Merger of "IDM A SA" | 24,383.89 | 592 |
| 180,747,455.13 | 7,090,915 | ||
| 5 October 2011 | Contribution in kind of the shares of "SIRACAM SA" | 3,382,709.00 | 86,293 |
| 184,130,164.13 | 7,177,208 | ||
| 12 July 2012 | Mixed demerger of "S.I.F.I. LOUISE SA" | 800,000.00 | 16,868 |
| 184,930,164.13 | 7,194,076 | ||
| 7 December 2012 | Capital increase through contribution in cash | 69,348,785.78 | 2,697,777 |
| 254,278,949.91 | 9,891,853 | ||
| 24 June 2013 | Merger of limited liability company "Terinvest" | 10,398.81 | 8,622 |
| Merger of limited partnership "Kasteelhof-Futuro" | 3,182.80 | 3,215 | |
| 254,292,531.52 | 9,903,690 | ||
| 12 June 2014 | Contribution in kind (Binkom) | 12,158,952.00 | 258,475 |
| 266,451,483.52 | 10,162,165 | ||
| 30 June 2014 | Contribution in kind (plot of land in Tienen) | 4,000,000.00 | 86,952 |
| 270,451,483.52 | 10,249,117 | ||
| 24 November 2014 | Optional dividend | 5,763,329.48 | 218,409 |
| 276,214,813.00 | 10,467,526 | ||
| 4 December 2014 | Partial demerger of "La Réserve Invest SA" | 12,061,512.94 | 457,087 |
| 288,276,325.94 | 10,924,613 | ||
| 29 June 2015 | Capital increase through contribution in cash | 82,364,664.56 | 3,121,318 |
| 370,640,990.50 | 14,045,931 | ||
| 2 October 2015 | Contribution in kind (plot of land in Opwijk) | 523,955.84 | 19,856 |
| 371,164,946.34 | 14,065,787 | ||
| 17 December 2015 | Contribution in kind (Prinsenhof) | 2,748,340.46 | 104,152 |
| 373,913,286.80 | 14,169,939 | ||
| 24 March 2016 | Contribution in kind (plot of land in Aarschot Poortvelden) | 582,985.31 | 22,093 |
| 374,496,272.11 | 14,192,032 | ||
| 2 December 2016 | Optional dividend | 3,237,042.22 | 122,672 |
| 377,733,314.33 | 14,314,704 | ||
| 8 December 2016 | Contribution in kind (Jardins de la Mémoire) | 1,740,327.12 | 65,952 |
| 379,473,641.45 | 14,380,656 | ||
| 28 March 2017 | Capital increase through contribution in cash | 94,868,410.37 | 3,595,164 |
| 474,342,051.82 | 17,975,820 | ||
| 7 June 2018 | Contribution in kind (Smakt and Velp) | 5,937,488.85 | 225,009 |
| 480,279,540.67 | 18,200,829 | ||
| 20 November 2018 | Optional dividend | 6,348,821.62 | 240,597 |
| 486,628,362.29 | 18,441,426 | ||
| 7 May 2019 | Capital increase through contribution in cash | 162,209,454.10 | 6,147,142 |
| 648,837,816.39 | 24,588,568 | ||
| 20 June 2019 | Contribution in kind (surface rights of Bremdael) | 332,222.20 | 12,590 |
| 649,170,038.59 | 24,601,158 | ||
| 28 April 2020 | Capital increase through contribution in cash | 64,916,982.75 | 2,460,115 |
| 714,087,021.34 | 27,061,273 | ||
| 10 July 2020 | Contribution in kind (Kleine Veldekens) | 11,494,413.08 | 435,596 |
| 725,581,434.42 | 27,496,869 | ||
| 27 October 2020 | Capital increase through contribution in cash | 145,116,265.78 | 5,499,373 |
| 870,697,700.20 | 32,996,242 | ||
| 17 December 2020 | Contribution in kind (De Gouden Jaren) | 2,383,608.51 | 90,330 |
| 873,081,308.71 | 33,086,572 |
1 Shares without par value.
Aedifica – Annual Financial Report 2019/2020 – 82
capital (€)
2,500,000.00 2,500
10,177,714.36 12,001
31,935,155.52 53,510
40,435,155.52 62,010
48,556,142.06 93,113
59,906,142.06 2,611,575
83,868,596.24 3,656,205
88,780,568.24 3,761,453
91,217,660.97 3,846,328
96,921,788.97 4,275,726
103,793,817.92 4,438,918
107,193,817.92 4,516,261
109,393,817.92 4,579,047
114,343,817.92 4,708,157
127,782,942.92 5,033,338
Number of shares
1
Date Description Amount of
7 November 2005 Initial capital paid up by Degroof Bank and GVA Finance 2,500,000.00 2,500
29 December 2005 Contribution in cash 4,750,000.00 4,750
23 March 2006 Merger of "Sablon-Résidence de l'Europe SA" 1,487,361.15 11,491
24 May 2006 Contribution in kind (Louise 331-333 complex) 8,500,000.00 8,500
17 August 2006 Contribution in kind (Laeken 119 and 123-125) 1,285,000.00 1,285
26 September 2006 Split by 25 of the number of shares 48,556,142.06 2,327,825
3 October 2006 Contribution in cash 23,962,454.18 1,044,630
27 March 2007 Contribution in kind (Auderghem 237, 239-241, 266 et 272, Platanes 6 and Winston Churchill 157) 4,911,972.00 105,248
17 April 2007 Merger of "Legrand CPI SA" 337,092.73 57,879
28 June 2007 Partial demerger of "Alcasena SA" 2,704,128.00 342,832
30 November 2007 Partial demerger of "Feninvest SA" 1,862,497.95 44,229
30 July 2008 Partial demerger of "Famifamenne SA" 2,215,000.00 50,387
30 June 2009 Contribution in kind (Gaerveld service flats) 2,200,000.00 62,786
30 December 2009 Contribution in kind (Freesias) 4,950,000.00 129,110
30 June 2010 Partial demerger of "Carbon SA", "Eburon SA", "Hotel Ecu SA" and "Eurotel SA" 11,239,125.00 273,831
Transfer of reserves to capital 4,119,260.93 Capital decrease -4,891,134.08
Merger of "Jacobs Hotel Company SA" 100,000.00 278 Merger of "Oude Burg Company SA" 3,599,587.51 4,473
Merger of "Bertimo SA" 1,415,000.00 3,694 Merger of "Le Manoir SA" 1,630,000.00 3,474 Merger of "Olphi SA" 800,000.00 2,314 Merger of "Services et Promotion de la Vallée (SPV) SA" 65,000.00 1,028 Merger of "Emmane SA" 2,035,000.00 5,105 Merger of "Ixelinvest SA" 219.06 72 Merger of "Imfina SA" 1,860.95 8 Contribution in kind of the business of "Immobe SA" 908,000.00 908 Contribution in kind (Lombard 32) 2,500,000.00 2,500 Contribution in kind (Laeken complex - Pont Neuf and Lebon 24-28) 10,915,000.00 10,915
Partial demerger of "Financière Wavrienne SA" 5,400,000.00 5,400 Mixed demerger of "Château Chenois SA" 123,743.15 14,377 Merger of "Medimmo SA" 1,000,000.00 2,301 Merger of "Cledixa SA" 74,417.64 199 Merger of "Société de Transport et du Commerce en Afrique SA" 62,000.00 1,247 Mixed merger of "Hôtel Central & Café Central SA" 175,825.75 6,294
Contribution in kind (Rue Haute and Klooster Hotel) 11,350,000.00 283,750
Contribution in kind (Livourne 14, 20-24) 2,100,000.00 44,996
Contribution in kind (Plantin Moretus) 3,000,000.00 68,566
Partial demerger of "Résidence du Golf SA" 5,009,531.00 118,963
Partial demerger of "Rouimmo SA" 1,185,000.00 26,956
Partial demerger of "Carlinvest SA" 2,200,000.00 51,350
2 These shares are quoted on the stock market as from 28 April 2020 and give prorata temporis dividend rights for the 2019/2020 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 10 July 2020 and give prorata temporis dividend rights for the 2019/2020 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 27 October 2020 and give prorata temporis dividend rights for the 2019/2020 financial year. For the surplus, they enjoy the same
rights and benefits as the other listed shares. 5 These shares are quoted on the stock market as from 17 December 2020 and give prorata temporis dividend rights for the 2019/2020 financial year. For the surplus, they enjoy the same rights and benefits as the other listed shares.
Aedifica – Annual Financial Report 2019/2020 – 84
The capital amounts to €873,081,308.72 (eight hundred seventy-three million eighty-one thousand three hundred and eight euro and seventytwo cents). It is represented by 33,086,572 (thirty-three million eighty-six thousand five hundred seventy-two) shares without nominal value, which each represent 1/33,086,572nd (thirty-three million eighty-six thousand five hundred seventy-second) of the capital. These shares are fully subscribed and paid up.
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.
85 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 84
or certificates relating thereto representing more than 10% of the total number of shares.
to one or more specific persons other than members of the personnel of the Company or its subsidiaries.
of the Company, and to any third party acting in its own name but on behalf of these companies.
4.3 Capital increase (Article 6.3 of the Articles of Association)
with the following conditions as set out in the RREC Legislation:
with the RREC Legislation, in case of a contribution in kind:
of the general meeting that is convened for the capital increase;
average closing price during the thirty-day period prior to that same day.
have to be granted, in case of contribution in cash subject to the following conditions: - 1) the capital increase is executed within the limits of the authorised capital;
10% of the capital amount at the moment of the decision to increase the capital.
distribution of an optional dividend, provided that this is actually made payable to all shareholders.
subscribed and paid up.
(a) Cash contribution
(b) Contribution in kind
Association)
4.1 Subscribed and fully paid-up capital (Article 6.1 of the Articles of Association)
The capital amounts to €873,081,308.72 (eight hundred seventy-three million eighty-one thousand three hundred and eight euro and seventytwo cents). It is represented by 33,086,572 (thirty-three million eighty-six thousand five hundred seventy-two) shares without nominal value, which each represent 1/33,086,572nd (thirty-three million eighty-six thousand five hundred seventy-second) of the capital. These shares are fully
4.2 Acquisition, acceptance as pledge and alienation of own shares (Article 6.2 of the Articles of
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
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
The authorisations under paragraph 2. and paragraph 3. apply to the Board of Directors of the Company, to the direct and indirect subsidiaries
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
Without prejudice to the application of the mandatory provisions of the applicable company law, the priority allocation right, in any case, does not
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
Without prejudice to the provisions of the Code of companies and associations, the following conditions must be complied with, in accordance
1) the identity of the contributor must be mentioned in the report regarding the contribution in kind, as well as, if applicable, in the convocation
2) the issue price may not be less than the lowest amount of (a) a net value per share that dates from no more than four months before the date of the contribution agreement, or, at the Company's discretion, before the date of the deed effecting the capital increase and (b) the
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
Every capital increase must take place in accordance with the Code of companies and associations and the RREC Legislation.
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 8 June 2020, 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 realized 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.
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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 dematerialized 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 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.
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Aedifica – Annual Financial Report 2019/2020 – 86
4.5 Mergers, de-mergers and equivalent transactions (Article 6.5 of the Articles of Association)
mutatis mutandis to mergers, de-mergers and equivalent transactions as referred to in the RREC Legislation.
4.6 Capital reduction (Article 6.6 of the Articles of Association)
4.7 Nature of the shares (Article 7 of the Articles of Association)
4.8 Other securities (Article 8 of the Articles of Association)
conversion of registered shares into dematerialized shares or vice versa.
securities, in accordance with the RREC Legislation.
voting rights attached to the unreported securities are suspended.
number of shares that the shareholder holds on the day of the general meeting.
be, by sending a power of attorney, no later than the sixth day prior to the date of the meeting.
a power of attorney, no later than the sixth day prior to the date of the general meeting.
The general meeting is convened by the Board of Directors.
institution.
The Company may reduce its capital subject to compliance with the relevant statutory provisions.
A register of registered shares, if applicable in electronic form, is held at the Company's registered office.
regulated market and laying down miscellaneous provisions and the thresholds provided for by law apply.
4.10 Convening of general meetings (Article 19 of the Articles of Association)
meetings and submit proposals for resolutions relating to items to include or to be included on the agenda.
4.11 Participation in the General Meeting (Article 20 of the Articles of Association)
Pursuant to the RREC Legislation, the special provisions of Article 6.3(b) of the Articles of Association regarding a contribution in kind apply
The shares are registered or dematerialised shares, at the option of the shareholder. Shareholders may at any time request in writing the
Each dematerialised share is represented by an accounting entry in the name of the owner or holder at a recognised account holder or settlement
The Company may issue all securities that are not prohibited by or under the law, with the exception of profit sharing certificates and similar
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
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
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
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
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
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
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
Convocations are drawn up and distributed in accordance with the applicable provisions of the Code of companies and associations.
4.9 Notification and disclosure of major shareholdings (Article 9 of the Articles of Association) The shares of the Company must be admitted to trading on a Belgian regulated market, in accordance with the RREC Legislation.
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 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.
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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.
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.
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Aedifica – Annual Financial Report 2019/2020 – 88
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
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 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
Within the limits set out by the Code of companies and associations and the RECC legislation, the company distributes a dividend to its
The Board of Directors may adopt a resolution, under its responsibility, to distribute interim dividends, in such cases and within such periods as
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 may at any time be dissolved by a resolution of the general meeting, which deliberates in the manner required by law, or it may
The Company's net assets, after settlement of all debts or consignment of the sums required for this purpose, are first used to refund the paid-
attendance list containing the names of the shareholders and the number of shares is signed by each or on behalf of them.
The provisions of this article apply only to bonds in so far as the conditions of issue of the bonds do not deviate therefrom.
4.18 General meeting of bondholders (Article 27 of the Articles of Association)
associations, as well as any formalities laid down in the conditions of issue of the bonds or in the convocations.
shareholders, the minimum amount of which is determined in accordance with the RREC Legislation.
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.
up capital, and any balance will be distributed equally among all shareholders in proportion to their shareholding.
4.17 Minutes (Article 26 of the Articles of Association)
the general meeting intended for third parties are signed by one or more Directors.
4.19 Distribution (Article 29 of the Articles of Association)
permitted by the Code of companies and associations.
ARTICLE 32 - APPOINTMENT OF LIQUIDATORS
ARTICLE 33 – DISTRIBUTION UPON LIQUIDATION
be dissolved in the cases provided for by law.
4.21 Dissolution - Liquidation
ARTICLE 31 - LOSS OF CAPITAL
the Company.
4.20 Interim dividends (Article 30 of the Articles of Association)
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.
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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.
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ARTICLE 14 - EFFECTIVE MANAGEMENT
ARTICLE 15 – ADVISORY COMMITTEES
ARTICLE 17 - AUDIT
4.23 General provisions
ARTICLE 36 - ORDINARY LAW
ARTICLE 34 - ELECTION OF DOMICILE
summonses and notifications can be validly served.
ARTICLE 35 - JURISDICTION OF COURTS
or more advising committees, of which it determines the composition and the duties.
management is entrusted, acting jointly within the limits of this daily management.
ARTICLE 16 - REPRESENTATION OF THE COMPANY - SIGNATURE OF INSTRUMENTS
is granted to the courts of the Company's registered office unless expressly waived by the Company.
or part of an article, of these Articles of Association will not affect the validity of any of the other (parts of) articles.
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
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
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
The audit of the company is entrusted to one or more statutory auditors who are accredited by the Financial Services and Markets Authority.
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,
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
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,
down in the RREC Legislation. Their appointment is subject to the prior approval of the Financial Services and Markets Authority.
The Company is also validly represented by special representatives of the Company within the limits of the power of attorney.
They perform the duties that are assigned to them under the Code for companies and associations and the RREC Legislation.
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:
91 – Aedifica – Annual Financial Report 2019/2020
(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.
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As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts:
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 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%. In addition, the additional crisis contribution (to be added to the exit tax) was reduced from 3% to 2% (compared to a taxable period starting on 1 January 2018 at the earliest). The additional crisis contribution will be eliminated as from the 2021 tax year (with regard to a taxable period starting from 1 January 2020 at the earliest). 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 60% 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 60% 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.
93 – Aedifica – Annual Financial Report 2019/2020
Aedifica – Annual Financial Report 2019/2020 – 92
As return on capital, the Company is required to distribute a sum corresponding to at least the positive difference between the following amounts: - 80% minimum of the amount equal to the sum of the adjusted result and of the net capital gains on the realisation of properties that are not
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
A RREC is not subject to corporate tax (except on non-recoverable expenses and abnormal or benevolent benefits), provided that at least 80%
Companies – other than RRECs or specialised real estate investment funds – which were, or are, absorbed by the Company, owe an exit tax 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%. In addition, the additional crisis contribution (to be added to the exit tax) was reduced from 3% to 2% (compared to a taxable period starting on 1 January 2018 at the earliest). The additional crisis contribution will be eliminated as from the 2021 tax year (with regard to a taxable period starting from 1 January 2020 at the earliest). For
12.875% (12.5% + 3% of additional crisis contribution) 12.75% (12.5% + 2% of additional crisis contribution) 15.3% (15% + 2% of additional crisis contribution) 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 60% 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
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
of corrected profit is distributed in the form of dividends. Refer to section 4 of chapter 'Risks factors' of this Annual Financial Report.
corporate restructurings, the tax year is equal to the calendar year in which the transaction takes place.
Tax year Exit tax
Profit or loss
Debt
Financing
Fiscal status
exempt from mandatory distribution; and
A RREC may not provide financing, except to its subsidiaries.
than 60% of the Company's portfolio is invested in senior housing.
countries, including the United States.
prevent the consolidated debt-to-assets ratio from exceeding the threshold of 65%.
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. Transfer taxes are included if they were paid at the acquisition of the building.
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.
One or more buildings forming a functional unit and including special housing for the elderly, allowing them to lead independent lives and with additional services available on demand.
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 also organises discussion forums on issues that are shaping the future of the sector. Finally, 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 – Annual Financial Report 2019/2020 – 94
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:
95 – Aedifica – Annual Financial Report 2019/2020
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.
Aedifica – Annual Financial Report 2019/2020 – 94
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.
Estimated rental value (ERV)
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
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:
Aedifica – Annual Financial Report 2019/2020 – 96
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)
Profit of loss
± 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:
Gains and losses on disposals of investment properties
± Changes in fair value of investment properties
The transfer of ownership of a property 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 – Annual Financial Report 2019/2020 – 96
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
The range of taxes for the major types of property transfer includes:
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.
± Changes in fair value of investment properties
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).
once the transfer has been completed.
the Flemish Region;
Result on portfolio
Transfer taxes
And
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 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
Sale of properties: 12.5% for properties situated in the Brussels Capital Region and in the Walloon Region, 10% 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 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 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 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
97 – Aedifica – Annual Financial Report 2019/2020
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 Portraits: 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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