Annual Report • Apr 28, 2023
Annual Report
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In 2022, the Company continued to build the sustainable growth of its property portfolio.


REGULATED INFORMATION Published on 27 April 2023 after trading hours
ANNUAL FINANCIAL REPORT for the period from 1 January 2022 to 31 December 2022 AUDITED
the 2022 Annual Financial Report has been filed as a Universal Registration Document with the FSMA on the date of 27April 2023, as the competent authority under Regulation (EU) 2017/1129 without prior approval under Article 9 of Regulation (EU) 2017/1129; the Universal Registration Document may be used for an offer of securities to the public or the admission of securities to trading on a regulated market, provided that it has been approved by the FSMA, together with any amendments and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.
The Dutch version as well as the English version of this annual financial report are legally binding. Within the framework of their contractual relationship with the Company, investors can therefore always appeal to the translated versions. Care Property invest, represented by its responsible people, is responsible for the translation and conformity of the Dutch and English language versions. However, in case of discrepancies between language versions, the Dutch version always prevails.
| I. Risk factors | 8 |
|---|---|
| 1. Market risks | 9 |
| 2. Operational risks | 14 |
| 3. Financial risks | 21 |
| 4. Regulatory and other risks | 27 |
| II. Letter to the shareholders | 42 |
| III. Report of the Board of Directors | 42 |
| 1. Strategy: Care building in complete confidence | 42 |
| 2. Important events | 50 |
| 3. Synthesis of the consolidated balance sheet and the global result statement | 58 |
| 4. Appropriation of the result | 66 |
| 5. Outlook | 67 |
| 6. Main risks and insecurities | 71 |
| 7. Research and development | 71 |
| 8. Treasury shares | 71 |
| 9. Capital increases within the context of authorised capital | 72 |
| 10. Internal organisation Care Property Invest | 73 |
| 11. Corporate Governance Statement | 74 |
| IV. Care Property Invest on the stock market | 124 |
| 1. Stock price and volume | 124 |
| 2. Dividend policy | 126 |
| 3. Bonds and short-term debt securities | 127 |
| 4. Shareholding structure | 128 |
| 5. Financial calendar | 129 |
| V. EPRA | 132 |
| 1. EPRA (European Public Real Estate Association) - Membership | 132 |
| VI. Real Estate Report | 146 |
|---|---|
| 1. Status of the property market in which the Company operates | 146 |
| 2. Analysis of the full consolidated property portfolio | 154 |
| 3. Summary tables consolidated property portfolio | 158 |
| 4. Report of the real estate expert | 168 |
| VII. Financial statements | 176 |
| 1. Consolidated financial statements as at 31 December 2022 | 176 |
| 2. Notes to the consolidated financial statements | 182 |
| 3. Auditor's Report | 236 |
| 4. Abridged statutory financial statements as at 31 December 2022 | 242 |
| VIII. Permanent document | 252 |
| 1. General information | 252 |
| 2. Information likely to affect any public takeover bid | 262 |
| 3. Declarations (Annex I to Regulation (EU) No. 2019/980) | 266 |
| 4. Other declarations | 267 |
| 5. History of the Company and its share capital | 268 |
| 6. Coordinated Articles of Association | 270 |
| 7. The public regulated real estate company (RREC) | 282 |
| IX. Glossary | 292 |
| 1. Definitions | 292 |
| 2. Analysis of the full consolidated property portfolio | 154 |
|---|---|
| 3. Summary tables consolidated property portfolio | 158 |
| 4. Report of the real estate expert | 168 |
| VII. Financial statements | 176 |
| 1. Consolidated financial statements as at 31 December 2022 | 176 |
| 2. Notes to the consolidated financial statements | 182 |
| 3. Auditor's Report | 236 |
| 4. Abridged statutory financial statements as at 31 December 2022 | 242 |
| VIII. Permanent document | 252 |
| 1. General information | 252 |
| 2. Information likely to affect any public takeover bid | 262 |
| 3. Declarations (Annex I to Regulation (EU) No. 2019/980) | 266 |
| 4. Other declarations | 267 |
| 5. History of the Company and its share capital | 268 |
| 6. Coordinated Articles of Association | 270 |
| 7. The public regulated real estate company (RREC) | 282 |
| IX. Glossary | 292 |
| 1. Definitions | 292 |
| 2. Abbreviations | 302 |

Alsemberg (BE) I Orelia Ter Beuken

The strategy of Care Property Invest is aimed at creating stability for the investors, in terms of both dividends and income in the long term.
The Executive Committee and the Board of Directors are aware of the specific risks associated with the management of the Care Property Invest property portfolio and aim for optimal management of these and to limit them as far as possible. The list of risks which are described in this section is not exhaustive. Most of these factors relate to uncertain events that could occur.
Based on the ESMA guidelines on risk factors under the Prospectus Regulation, the Company(1) has, on the one hand, limited itself to those risk factors that apply specifically to it and therefore not to the entire real estate sector, RREC sector or all listed companies and, on the other hand, to those that are also material.
General, non-material or other unknown or improbable risks or risks which, on the basis of the information currently available, are not assumed to have an adverse effect on the Company or on its activities or financial situation, may exist.
Care Property Invest is of the opinion that the factors described below reflect the main risks currently associated with the Company and its activities. The order in which the risk factors are listed is an indication of the importance, per category (in relation to the probability that they will occur and the expected scale of the adverse effect) of the risk factors. However, the order of the categories does not provide an assessment of the importance of the categories themselves or the relative
importance of the risk factors listed within one category compared to the risk factors listed in another category. It should also be noted that risk management is not an exercise only conducted at certain intervals, but an integral part of the way in which Care Property Invest is run on a daily basis.
The main risk factors that Care Property Invest faces are the subject of regular and daily monitoring by the Risk Manager, the Effective Leaders and the Board of Directors, who have defined a prudent policy in this respect, which they will update regularly if necessary. This ranges from daily financial and operational management, analysis of new investment projects and formulating the strategy and objectives to laying down strict procedures for decision-making. Understanding and protecting against/eliminating risks arising from both internal and external factors is essential in order to achieve a stable total return in the long term.
Since 2019, the Company has had an Audit Committee whose task, in terms of risk management, is to monitor the efficiency of the Company's risk management systems.
1.1 Risks associated with the concentration risk
This risk can be described as the risk of concentration of tenants or investments in one or more buildings in relation to the overall real estate portfolio.
In accordance with the RREC legislation the Company is required to limit these risks and to spread its risks by respecting a diversification of its real estate on a geographical level, per type of property and per tenant. Article 30 of the RREC legislation provides that 'no transaction performed by the Public RREC may result in (1°) more than 20% of its consolidated assets being invested in real estate forming a single real estate unit; or (2°) this percentage increasing further if it already amounts to more than 20%, regardless of the cause, in the latter case, of the original overrun of this percentage'. This restriction applies at the time of the action concerned. For the application of this article, 'real estate unit' refers to one or more noncurrent assets or assets held within the context of exercising the activities referred to in Article 4 with an investment risk that should be considered as a single risk for the public regulated real estate company. If the Company exceeds the 20% diversification rule, it may not make any investments, divestments or take
other actions that could result in a further overrun of this percentage. In other words, this limits the possibilities of the Company in relation to additional investments or
divestments. The reason for this is that excessive exposure to an operating tenant also entails excessive exposure to the risk of that tenant's insolvency (see '2.1 Risks associated with the solvency of lessees' on
page 14).
In view of the dynamism of the large groups of operators active in the accommodation for senior citizens sector and the consolidation that has been underway in the sector for several years, one or more concentrations between two or more groups that are affiliated to legal entities with which the Company has contracted rental or long-term lease contracts cannot be ruled out. This could potentially impact the diversification level
of the lessee.
As at 31 December 2022, the three largest operators within the Company's real estate portfolio, calculated as the fair value of the leased real estate in relation to the Company's consolidated assets (including financial leases at fair value) are as follows:
• Colisée (Armonea): 15.03% • Vulpia Care Group: 10.14% • Korian: 9.11%
As at 31 December 2022, the ratio of the fair value of the 3 largest investment properties compared to the Company's consolidated assets (including financial leases at fair
value) was as follows:
(1) The term 'Company' refers in this annual financial report to: Care Property Invest nv.
In terms of rental income, as at 31 December 2022, the Company's three largest private tenants expressed as a percentage of the consolidated rental income are as follows:
The top three largest rental incomes derived from a single real estate unit, expressed as a percentage relative to the consolidated rental income as at 31 December 2022 are as follows:
The potential impact concerns a sharp diminution in income or cash flows in the event of the departure of a tenant, which in turn has an impact on the profitability of the Company and the possibility of paying dividends or at least maintaining the level of these. The impact could be strengthened by a fall in the fair value of the real estate and consequently, a fall in the net active value (NAV) in the event of a concentration of investments in one or more buildings (see also below under risk factor '2.2 Risks associated with negative changes in the fair value of the buildings' on page 16).
The Company assesses the probability of the risk materialising as low. If the risk materialises, the negative impact would be average.

Care Property Invest strictly follows the statutory diversification rules in this regard, as provided in the RREC legislation. The Company did obtain permission from the FSMA to take account of the fair value of the financial leases in the denominator in the calculation of the ratio of the concentration risk instead of the book value. The Company has no opportunities to expand its activities to sectors other than healthcare real estate, which means that diversification at the sectoral level is not possible, although this is possible on the geographical level.
Care Property Invest aims for a strongly diversified lessee base. At the close of the financial year, the largest lessee accounted for 15.38% of the total revenue, spread over several sites (see Chapter 'VI. Real estate report table '2.3 Distribution of income received from rental and long lease agreements per operator' on page 155). Furthermore, the Company's real estate portfolio already has a good spread over more than 145 sites, with the largest site representing less than 5% of the fair value of the portfolio (see diagram '2.2 Distribution of the number of projects per operator' on page 155 in Chapter 'VI. Real estate report').
The Company estimates the residual risk, taking account of the limiting factors of the risk and management of the risk as described above, associated with the concentration risk, as low in terms of probability and as average in terms of impact.
The Company's income depends almost entirely on rental income from its real estate portfolio. In this context, the Company is exposed to risks associated with inflation and therefore the value stability of its rents.
Inflation has increased significantly in recent months. In Belgium, consumer prices have increased by 10.35% in 2022, compared to 5.71% in 2021 and 0.41% in 2020. Similar levels of inflation have been observed in The Netherlands(1),, Spain(2) and Ireland(3). This inflation is caused, inter alia, by supply chain disruptions and rising commodity prices due to COVID-19 and the war in Ukraine, as well as the resulting
energy crisis.
(1) Where consumer prices in 2022 have increased by 9,60%, while inflation in 2021 amounted to 5.70% and in 2020 to 1.00%. Source: https://www. cbs.nl/nl-nl/visualisaties/dashboard-economie/ prijzen/inflatie (Dutch version)
(2) Where consumer prices in 2022 have increased by 5.71%, while inflation in 2021 amounted to 6.55% and in 2020 0.53%. Source: https:// www.ine.es/dyngs/INEbase/en/operacion.
htm?c=Estadistica_C&cid=1254736176802&-
menu=ultiDatos&idp=1254735976607.
(3) Where consumer prices in 2022 have increased by 8.22%, while inflation in 2021
amounted to 5.52% and in 2020 to 0.69%
respectively. Source: https://www.cso.
ie/en/releasesandpublications/ep/p-cpi/
consumerpriceindexdecember2022/
The Company's weighted average lease term (so-called 'weighted average lease term' or 'WALT') as at 31 December 2022 amounts to approximately 18.73 years. As at 31 December 2022, the WALT of the real estate investments amounts to 21.81 years and the WALT of the finance leases to 11.66 years. Thus, the future like-forlike evolution of rental income and the valuation of the Company's assets largely depend on inflation, also taking into account the risk that the indexation of rental income cannot be fully or timely charged to and borne by the tenants.
Besides the impact on (the value retention of) the Company's rental income, inflation also has an impact on the Company's costs. Indeed, besides management remuneration (indexed to the consumer price index) and employee remuneration (indexed to the flattened health index), some other costs are also subject to indexation. Though, not all of the Company's costs are subject to indexation (e.g. the Euronext contribution).
An additional risk associated with inflation is a potential increase in interest rates resulting in increased financing costs (see also risk factor 3.3 'Risks related to the
cost of capital'). The potential impact of an increase in interest rates due to inflation could further result in a decrease in the fair value of the real estate portfolio and thus a lower equity of the Company (see also risk factor 2.2 'Risks associated with a negative variation in the fair value of properties'). Inflation may also have an impact on the underlying activities of the Company's tenants, as it reduces the purchasing power of residents of healthcare real estate and increases the rent payable by them. This may negatively impact the income of the Company's tenants and their ability to pay their rent, which in turn may lead to higher vacancy rates, lower income, lower EPRA earnings per share(1), lower EPRA NAV per share(2) and an increase in the debt ratio. The indexation of the lease agreements already concluded (unchanged portfolio) was fully passed on to the Company's tenants as at 31 December 2022 and amounted to an average of 4.98%, representing an amount of €1.9 million as at 31 December 2022.
The Company assesses the probability of the intrinsic risk as high. If the risk materialises, the negative impact would be low.
(2) Net Asset Value (NAV), adjusted to take into account the fair value of investment properties and excluding certain elements that do not fit into a long-term real estate investment financial model.
Care Property Invest's strategy is to create stability for investors, both in terms of dividend and long-term income.
The inclusion of an indexation clause in lease, financial lease or leasehold agreements may partially mitigate the impact of inflation on rental income, but the indexation to be applied under the indexation clauses
can differ from actual inflation (e.g. because the indexation clause provides for an indexation rate that is not equal to actual inflation or for a cap at a level lower than actual inflation at the time), for example, the contracts relating to the real estate located in Ireland (which represent 4.9% of the total rental income as at 31 December 2022), provide for a cap of 2.5 to 3.75% (in Belgium, The Netherlands and Spain, the leases do not contain a cap on rent indexation). Based on the rental income as at 31 December 202, 56% of the lease, rental or leasehold agreements provide for an indexation in line with the local consumer price index and 44% of the lease, rental or leasehold agreements provide for an indexation in line with the health index(1) (only applicable in Belgium), and/or
can be subject to a delay in its application relative to the time at which actual inflation takes place (e.g. because the indexation clause only plans for indexation at certain fixed times: for example, 75% of the current agreements provide for rent indexation on 1 January each year and 25% on the anniversary of the lease agreement), and/or
can and/or may not (fully) be passed on by the tenant (operator) to its residents (e.g. due to a government imposing a maximum indexation amount on the tenant (operator), thus impacting the profitability of the operator and its ability to pay rent to the Company.
Based on rental income for the 2022 financial year, the impact of inflation on rental income can be summarised as follows: a 100 basis point increase in the relevant index would increase the nominal amount of annual rental income by about €600,000.
The Company estimates the residual risk, i.e. taking into account the limiting factors and control of the risk as described above, as high in terms of probability and low in terms of negative impact.
(1) Result from operating activities.
(1) Compared to the health index, the local consumer price index is closest to actual inflation. This is because the health index excludes a number of products from the basket of the consumer price index, namely alcoholic beverages, tobacco products and motor fuels.
This risk can be described as the risk of a (partial) default and/or bankruptcy of its tenants, lessees or leaseholders. In other words, the Company is exposed to the risk that its tenants, lessees and leaseholders default as a result of (for example) a deterioration of the debt collection rate, a decrease of the occupancy rate (or even vacancy), increased (energy and food) costs, increased indexation of rent, interest costs and wages due to increased inflation.
The potential impact concerns, on the one hand, a sudden, unexpected diminution in rental income due to a deterioration in the debt collection rate or a fall in the occupancy rate, as well as rising commercial costs for re-letting if the insolvency of tenants leads to vacancy. There is a risk that if the relevant tenants, lessees or long-term leaseholders remain in default, the guarantee will not suffice and the Company will consequently bear the risk of being unable to recuperate sufficient amounts, if any. This all has an impact on the profitability of the Company and the capacity to distribute dividends or at least to maintain the level of these. The impact on the Company's results will of course also depend on the relative size of the operator within the Company's real estate portfolio. The smaller the share of the operator within the Company's real estate portfolio, the smaller the impact to
the Company's results (see also risk factor 1.1. Risks associated with concentration risk'). For example, since June 2022, the Company has faced the default of a lessee of a property in Belgium (finance lease) that represented less than 1% of the total real estate portfolio and 0.8% of the Company's total rental income as at 31 December 2022. Although the Company did not benefit from a guarantee, the current arrears were virtually fully covered by a sum of money blocked by the lessee (the Company also benefited from a mortgage on the land); the Company is closely monitoring this matter.
The loss of rental income may also have a negative impact on the valuation of the real estate concerned (see also risk factor 3.2 'Risks associated with a negative variation in the fair value of buildings'). If the tenants, lessees and leaseholders concerned default for a long period, these agreements will eventually end prematurely, resulting in no rental income during the period in which a new tenant needs to be found. In addition, there is a risk that the new tenant will only be willing to rent the healthcare property at a lower rent and/or on different lease terms, resulting in a change in the future rental income potential. This could have a negative impact on the Company's future revenue and cash flows.
inflation or other factors that could materially affect the cost structure (both general and financial costs) and thus the tenants' ability to pay (including significant indexation following the recent high inflation, which may or may not persist in the future), could also lead to renegotiations with existing tenants on current lease agreements (read: rent reductions, which would also have the effect of changing the future revenue potential). For example, a pandemic (such as COVID-19) could lead to an increase in the number of vacant beds, as well as regulatory changes that could put pressure on the operator's cost structure.
As at 31 December 2022, provisions for bad debts for the 2022 financial year amount to €2,500 (out of a total of €54,378,866 in rental income). As at 31 December 2022, a loss of €1,000,000 in rent for any reason, be it due to default by one major operator or default by multiple operators, would negatively affect earnings per share by approximately €0.0360.
The Company estimates the probability of the risk materialising as average. If the risk manifested itself, the negative impact would be high.
(1) The initial portfolio relates to the financial leases ( with as at 31/12/2022 a balance sheet value (finance lease receivables) of €156,518,610 and a generated rental stream of €15,406,228) that the Company entered into until 2014.

of the risk The Company arms itself against these risks on different levels. For the projects in the initial portfolio(1), the costs in the event of a possible insolvency of an operator (in this case a public centre for social welfare (OCMW/ CPAS)) are hedged by the municipal guarantee fund. For the investment property portfolio, the guarantees usually consist of one or several of the following: bank guarantees, corporate guarantees (by solvent group entities) and/or a right to include a pledge on the relevant operator's receivables. As at 31 December 2022, the total amount of bank guarantees amounted to €17,150,296. However, it is not always feasible to enforce certain securities (e.g. a mortgage), and the risk also always remains that, if the relevant tenant, lessee or lease holder defaults for a long period, the guarantees are not sufficient and the Company consequently bears the risk of not being able to recover anything or not enough.
A carefully selected portfolio of operators with a balanced spread further provides for an excellent spread of risks. The solvency of the tenants is thoroughly screened before inclusion in the portfolio, whether or not with the help of an external financial
adviser.
The Company aims to expand its portfolio via long-term contracts with stable and solvent first-class tenants. Before investing in a particular healthcare property, a thorough analysis is conducted of the business plan of the operator and certain ratios that reflect the economic viability of the project. On a half-yearly or quarterly basis, the Company also monitors the financial position of the operators and reviews a number of operational parameters that the operators are required to provide on the basis of the provisions of the rental agreements or lease contracts.
Nevertheless, it estimates the residual risk, i.e., taking account of the limiting factors of the risk and management of the risk as described above, as average in terms of probability and high in terms of impact.
This risk can be described as the exposure of the Company to a potential fall in the fair value of its real estate portfolio, as a result of a revaluation of the real estate portfolio or otherwise.
The Company is also exposed to the risk of a diminution in the value of the real estate in its portfolio as a result of:
Care Property Invest aims to have a highly diversified tenant base.
The impact of a fall in the fair value is a fall in the Company's equity, which has a negative impact on the debt ratio. If the fair value of the buildings as at 31 December 2022 were to fall by €222.7 million, or 23.8% of the fair value of the investment properties as at 31 December 2022, this would result in the Company's debt ratio rising to 65% (see also '3.2 Risks associated with the evolution of the debt ratio' on page 22).
If the cumulative changes in the fair value exceed the distributable reserves, there is a risk of partial or total inability to pay dividends.

Carabanchel, Madrid (ES) I Emera Carabanchel
The Company monitors its debt ratio and the evolution of the fair value of its investment properties on a regular basis (see also risk factor '3.2 Risks associated with the evolution of the debt ratio' on page 22). The Company also runs the risk that, as a result of the application of Article 7:212 BCCA, it would no longer be able to pay the anticipated dividend.
If the Company conducts a transaction, through investment or disinvestment in real estate, it also runs the risk that it will not identify certain risks on the basis of its due diligence inquiries or that, even after performing due diligence inquiries and an independent real estate assessment, it will acquire or sell real estate for too high or too low a price in relation to the underlying value, for example by conducting transactions at an unfavourable moment in an economic cycle.
The Company estimates the probability of the risk materialising as average. If the risk materialises, the negative impact would be average.
Care Property Invest therefore has an investment strategy aimed at high quality assets that offer a stable income and provides for adequate monitoring of its assets, combined with a prudent debt policy.
The real estate portfolio (more specifically, the part shown as real estate investment) is valued by a real estate expert every quarter. The lease receivables portfolio is accounted for in accordance with IFRS 16 and the book value is not subject to negative variations due to the value of the property itself, but rather due to an increase in market interest rates. A value fluctuation of 1% of the real estate portfolio would have an impact of about €9.3 million on the net results, of about €0.34 on the net result per share and of about 0.43% on the debt ratio. This value fluctuation concerns a non-cash element that therefore, as such, has no impact on the adjusted EPRA Earnings, except in the case of a realisation that entails a net loss that is not exempt from distribution and therefore the Company's result for the payment of its dividend. In the event of accumulated negative variations, it is possible that the Company's ability to pay its dividend will come under pressure.
The Company estimates the residual risk, i.e., taking account of the limiting factors and the management of the risk as described above, as average in terms of probability and impact.
Development projects entail several risks, including the specific risks (i) that the necessary building permits are not granted or are protested, (ii) that the project is delayed or cannot be executed (resulting in reduced rental income, postponement or loss of expected rental income) or (iii) that the budget is exceeded due to unforeseen costs or high inflation.
In addition to investing in completed projects, which generate rental income in the short term, the Company also invests in development projects in order to expand its real estate portfolio. As at 31 December 2022, the Company has 9 (re)development projects in its portfolio, with a book value of €52.5 million (representing 5.63% of the total book value of investment properties), a cost-to-complete(1) of €45.1 million and an estimated annual rental income of €5.1 million.
The development of a building takes approximately 2 to 3 years on average depending on the country (including permit period). If there is a delay in obtaining the permit or in carrying out the works, this results in a proportionate delay in the budgeted rental income.
The Company estimates the probability of the risk materialising as average. If the risk materialises, the negative impact would be average.
of the risk
Although the Company always strives to negotiate contracts that minimise the risks of large construction works (e.g. by always working on a fixed price basis for a development, the so-called turnkey formula, starting the acquisition only after obtaining the necessary permits, and including the necessary penalty clauses for late completion), this is not always feasible. And even if the Company has entered into a fixed-price development agreement, it is possible that, due to changing market conditions or as a result of a (solvency) failure (e.g. due to rising construction or energy costs), the developer may fail to meet its contractual
obligations.
The Company estimates the residual risk, i.e. taking into account the mitigating factors and controlling the risk, as average, both in terms of probability and impact.
(1) Additional investments to be made to complete ongoing project developments.
This risk can be described as the possibility of existing expiring financial leases not being renewed or being renewed at less favourable terms for the Company.
In addition to a portfolio of investment properties, the Company also has a portfolio of financial leases, with the first financial lease expiring in 2026 and the last financial lease expiring in 2043.
A complete loss of the rental income from the financial leases expiring from 2026 to 2030 (i.e. if no replacement investment is found) would have a negative impact on the EPS of €0.22 (without taking into account the positive impact of the repayment of the loans with the end-oflease payment that the Company will receive following the termination of the financial leases) as at 31 December 2022.
The Company estimates the possibility that these contracts cannot be renewed without replacement investment as low, and a reduction in rent due to the fact that the funds cannot be invested at the same yields as high.
Notwithstanding the Company's endeavours to renew these financial leases, the potential impact of their termination is that the Company loses rental income, (i) if it is unable to finance new investments with the end-of-lease payment it will receive as a result of the termination of the financial leases (however, the Company may use the funds received for e.g. the repayment of financings), or (ii) if the terms or modalities of any replacement investment are less favourable compared to the terminated financial lease..
In terms of residual risk, the Company assesses the possibility that these contracts cannot be renewed without replacement investment as low, and a reduction in rent due to the fact that the funds cannot be invested at the same yields as high.
Beersel (BE) I Orelia Ter Beuken

3.1 Risks associated with liquidity due to non-compliance with covenants and statutory financial parameters
This risk can be described as the risk of non-compliance with statutory or contractual requirements to comply with certain financial parameters under the credit agreements, which could lead to their cancellation or renegotiation.
The following parameters were included in the covenants:
• A maximum debt ratio of 60%.
As at 31 December 2022, the consolidated debt ratio of the Company was 52.37%, resulting in an available space of €218.7 million. The limitation of the debt ratio to 60% is included in the credit agreements for a total amount of €554,928,159 (of which an amount of €395,928,158 or 67.9% of the total financial debts was drawn as at 31 December 2022). For more information on the debt ratio, reference is made to '3.2 Risks associated with the evolution of the debt ratio' on page 22.
As at 31 December 2022 the interest coverage ratio was 4.25 compared to 4.50 as at 31 December 2021. The Company's interest charges must increase by €6,997,974 or from €9,988,634 to €16,986,608 in order to reach the required minimum of 2.5. However, severe and abrupt pressure on the operating result could jeopardise compliance with the interest coverage ratio parameter. The operating result before result on portfolio must fall by 41.2% from €42,466,520 to €24,971,585 before the limit of 2.5 is reached. • A minimum consolidated portfolio size
of €500 million.
In addition, the risk of early termination exists in the event of a change of control of the Company, in the event of a breach of 'negative pledge' or other covenants and obligations of the Company and, more generally, in the event of default as defined in these financing agreements. A default (it should be noted that certain instances of 'default' or breach of covenants, such as a change of control, included in all financing agreements, are outside the control of the Company) under one financing agreement may, pursuant to so-called 'cross acceleration' or 'cross default' provisions, additionally lead to defaults under other financing agreements (irrespective of the grant of any 'waivers' by other credit providers, in the case of a 'cross default' provision) and may thus lead to the mandatory early repayment by the Company of all such lines of credit.
The potential impact concerns any cancellation of loans and damaged trust between investors and bankers on noncompliance with contractual covenants. It is possible that the Company would no longer be able to raise the external financing necessary for its growth strategy on favourable terms or that the market conditions are of a nature that necessary external financing can no longer be found for the activities of the Company.
The Company runs the risk of the termination, renegotiation or cancellation of financing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with financial ratios, are not met. This could lead to liquidity problems, in view of the similar character in the covenants of the financial institutions of the maximum debt ratio or interest cover ratio of a cumulative nature and could force the Company to liquidate fixed assets (e.g., sale of real estate) or to implement a capital increase or other measures in order to bring the debt level below the required threshold. There is also a possibility that the regulator will impose sanctions or tighter supervision in the event of failure to comply with certain statutory financial parameters (e.g., compliance with the statutory debt ratio, as laid down in Article 13 of the RREC Royal Decree).
The consequences for the shareholders could include a reduction in the equity and, therefore, the NAV, because a sale must take place at a price below that book value, a dilution can take place because a capital increase will have to be organised and this will have an impact on the value of the shares and the future dividend prospects.
The Company intrinsically estimates the probability of this risk factor as average. The impact of intrinsic risk is also estimated as average.
To mitigate these risks, the Company pursues a prudent financial policy with constant monitoring to meet the financial parameters of the covenants.
The Company estimates the residual risk, i.e. taking into account the limiting factors of the risk and its control as described above, as average both in terms of probability and impact.
The Company's borrowing capacity is limited by the statutory maximum debt ratio of 65% which is permitted by the RREC legislation. At the same time, thresholds have been set in the financing contracts concluded with financial institutions. The maximum debt ratio imposed by the financial institutions is 60% (see also '3.1 Risks associated with liquidity due to non-compliance with covenants and statutory financial parameters' on page 21).
The Company runs the risk of the termination, renegotiation or cancellation of financing agreements or that these contain an obligation to make early repayment if certain undertakings, such as

compliance with financial ratios included in covenants, are not met. On exceeding the statutory maximum threshold of 65%, the Company runs the risk of losing its RREC certificate through withdrawal by the FSMA.
In general, it is possible that the Company would no longer be able to raise the external financing necessary for its growth strategy on favourable terms or that the market conditions are of a nature that necessary external financing can no longer be found for activities of the Company. The Company runs the risk of the termination, renegotiation or cancellation of financing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with financial ratios, are not met.
As at 31 December 2022, the consolidated debt ratio amounted to 52.37%, compared to 47.06% as at 31 December 2021. Taking into account the net proceeds of the capital increase of 24 January 2023, the debt ratio as at 31 December 2022 would decrease pro forma to 42.93%.
As at 31 December 2022, the Company has an additional debt capacity of €413.5 million before reaching a debt ratio of 65% and of €218.7 million before reaching a debt ratio of 60%. Taking into account the net proceeds of the capital increase of 24 January 2023, these would be €723.0 million and €489.0 million respectively.
The value of the real estate portfolio also has an impact on the debt ratio.
Taking account of the capital base as at 31 December 2022, the maximum debt ratio of 65% would be exceeded only with a potential fall in the value of the real estate portfolio of about €222.7 million, or 23.8% of the real estate portfolio of €934.3 million as at 31 December 2022. With a fall in the value of about €145.8 million, or 15.6% of the real estate portfolio, the debt ratio of 60% would be exceeded.
The Company does wish to note that it has contracted payment obligations for the unrealised part of the developments that it has already included in its balance sheet, representing €45.1 million. In addition, as at 31 December 2022, the Company has acquired one project under suspensory conditions, for which the estimated cashout amounts to €8.4 million. As a result, as at 31 December 2022, the available capacity on the debt ratio amounts to €165.2 million before reaching a debt ratio of 60% and €360.0 million before reaching a debt ratio of 65%.
The potential impact concerns the risk that statutory sanctions may be imposed if certain thresholds are exceeded (including a prohibition of payment of a dividend) or that a breach of certain conditions of the financing contracts is committed.
Like all public RRECS, Care Property Invest is subject to tighter supervision by the supervisory authority of compliance with these maximum debt levels.
The Company intrinsically assesses the probability of the debt ratio exceeding 60% as low and the impact of the intrinsic risk as high.
In this case too, it pursues a prudent financial policy with continual monitoring of all planned investments and earnings forecasts, and the coordination of the possibility of a capital increase under the forms permitted by the RREC legislation in order to avoid any statutory sanctions for exceeding this maximum limit at all times.
The Company estimates the residual risk, i.e. taking into account the limiting factors of the risk as described above, related to the risk of the debt ratio exceeding 60% as low in terms of probability and high in terms of impact.
This risk can be described as the risk of unfavourable fluctuations in interest rates, an increased risk premium in the stock markets and/or an increase in the cost of the debts.
The potential impact concerns a material increase in the weighted average cost of the Company's capital (equity and debts) and an impact on the profitability of the business as a whole and of new investments.
As at 31 December 2022, the fixed-interest and floating rate loans accounted for 42.65% and 57.35% of the total financial liabilities respectively. The percentage of floating-rate debt contracted that was converted into a fixed-rate instrument through a derivative instrument (relative to total financial liabilities) amounted to 26.77% as at 31 December 2022. The total hedge ratio thus amounted to 69.42%. As at 31 December 2021, it amounted to 93.09%. Taking into account the capital increase, the hedge ratio would increase to 85.23% as at 31 December 2022.
Based on the outstanding credits as at 31 December 2022, if interest rates were to increase by 1%, the weighted average interest cost, including interest rate swaps, would increase from 2.14% to 2.45%. This would result in an increase in the cost of capital of 0.15%, assuming the cost of debt of 50% is included in the cost of capital and assuming no change in the cost of equity.
A change in the interest curve of 1% (upward) would have an impact on the fair value of the credit portfolio of approximately €9.3 million. The conclusion relating to the impact of the change in the interest curve can be continued on a linear basis.
A 1% increase/decrease in interest rates would have a positive/negative impact on the global result statement via the variations in the fair value of
financial assets/liabilities amounting to €0.381/€0.426 per share but a negative/ positive impact on the distributable result and also on the global result due to the increase/decrease of a part of the net interest costs exposed to the fluctuations in interest rates.
The increase in the required risk premium on the stock markets could result in a fall in the price of the share and make financing of new acquisitions more costly for the Company.
The Company intrinsically assesses the probability of this risk factor as well as the impact of this risk as average.
(2) The new portfolio as referred to here refers to the finance leases (with a balance sheet value as at 31/12/2022 of €20,499,475 and a generated rental flow of €1,084,902) and the investment properties (with a balance sheet value as at 31/12/2022 of €934,268,830 and a generated rental flow of €37,887,735) that the Company acquired after 2014.
With regard to the initial portfolio(1), Care Property Invest protects itself against interest rate rises through the use of fixed-interest contracts or swaps. For the initial portfolio, only the renewable loans at Belfius, amounting to €6,890,000, are subject to a limited interest risk, as these loans are subject to review every three years. For the new portfolio,(2) the outstanding commercial paper of €30.5 million and various roll-over credits with various financial institutions with an outstanding amount of €266 million as at 31 December 2022 are subject to changes
in interest rates on the financial markets. Care Property Invest aims to hedge itself against fixed interest rates for at least 80% via swaps. In this way the Company wishes to anticipate the risk that the increase in interest rates will be primarily attributable to an increase in real interest rates.
There are also 8 loans with revisable interest for the new portfolio. Care Property Invest monitors movements in interest rates with close attention and will hedge itself against timely any excessively high increase in interest rates.
Further explanation on the credit lines are provided in Chapter VII. Financial statements, with 'Note 5: Notes to the consolidated financial statements' on page 205, 'T 5.9 Net interest expense' on page 209, 'T 5.27 Other non-current financial liabilities' on page 226 and 'T 5.16 Financial fixed assets and other noncurrent financial liabilities' on page 216. If the increase in interest rates results from an increase in the level of inflation, the indexation of the rental income also serves as a tempering factor, albeit only after the indexation of the lease agreements can be implemented, so that there is a delaying
effect here.
In general, Care Property Invest aims to build up a relationship of trust with its bank partners and investors and maintains a continual dialogue with them in order to develop a solid long-term relationship.
Nevertheless, the Company continues to regard this risk as material.
(1) The initial portfolio relate to the finance leases (with as at 31/12/2022 a balance sheet value (finance lease receivables) of €156,518,610 and a generated rental flow of €15,406,228) that the Company entered into until 2014.
This risk can be described as the risks of the use of derivatives to hedge the interest rate risk. The fair value of the derivative products is influenced by fluctuations in interest rates in the financial markets. The fair value of the derivative financial products amounted to €-16,810,790 as at 31 December 2021, compared with €21,780,342 as at 31 December 2022. The variation in the fair value of derivatives amounted to €38,591,131 as at 31 December 2022.
The potential impact concerns the complexity and volatility of the fair value of the hedging instruments and consequently, also the net asset value (NAV), as published under the IFRS standards and also the counterparty risk in relation to partners with which we contract derivative financial products. The increase in the fair value of the derivative products amounting to €38,591,131 represents an increase in the net result and in the net asset value (NAV) of €1.39, without having an impact in the adjusted EPRA Earnings and, therefore, the capacity of the Company to pay its proposed dividend. An increase in market interest rates by 1% results in an increase in the fair value of the derivative financial products amounting to €10,579,826 or €0.381 per share and an increase in the net asset value (NAV) also amounting to €0.381 per share. A fall in market interest rates by 1% results in a diminution in the fair value amounting to €11,823,117 or €0.426 per share and a fall in the net asset value (NAV) per share amounting to the same amount.
The Company assesses the probability of this risk factor as well as the impact intrinsically as average.
All derivative financial products are held solely for hedging purposes. No speculative instruments are held. All derivative financial products are interest rate swaps. Care Property Invest also works only with reputable financial institutions (Belfius Bank, KBC Bank, BNP Paribas Fortis and ING).
The Company conducts frequent talks with these financial institutions on the evolution of the interest rates and the impact on the existing derivative financial products. The Company also monitors the relevant interest rates itself.
However, the current economic situation is causing increased volatility and pressure on interest rates so this monitoring becomes all the more important to counter volatility. In addition, it will not be certain that the Company will find the hedging instruments it wishes to enter into in the future, nor that the terms associated with the hedging instruments will be acceptable.
The Company estimates the residual risk, i.e. taking into account the mitigating factors and controlling the risk, as low in terms of probability and average in terms of impact.
4.1 Risks associated with changes in the withholding tax rate
In principle, the withholding tax amounts to 30%, with the possibility of a reduction or exemption from this rate.
RRECs of which at least 80% of the real estate consists of real estate located in a member state of the European Economic Area and used or intended exclusively or mainly for residential units adapted to residential care or healthcare, can benefit from a reduced withholding tax rate of 15% in accordance with the Law regulating the recognition and definition of crowdfunding and containing various provisions regarding finances (last changed following the Programme Law of 27 December 2021). Also, in accordance with Articles 116 and 118 §1, 6th of the Royal Decree/Income Tax Code (ITC) 92, the Company is exempt from withholding tax on income allocated to Belgian public regulated real estate companies.
The shareholders of Care Property Invest have enjoyed this reduced rate since 1 January 2017 as 100% of its real estate portfolio is invested in the senior housing sector.
There is a risk that, for budgetary or other reasons, (e.g., the expansion of the application scope of this exemption because other RRECs comply with this requirement) the government will scrap this exception and the general rate of 30% will become applicable or will be raised still further in its entirety.
On the basis of the proposal of the Board of Directors, the Company will pay a gross dividend of €1.00 per share or a total of €27,741,625. An increase in the withholding tax from 15% to 30% would therefore mean an increase of €4,161,244 in the withholding tax to be withheld or a fall in the net dividend of €0.15, from €0.85 to €0.70 per share.
Haacht (BE) I Klapgat

The potential impact concerns a negative influence on the net dividend for the shareholders that cannot recoup the withholding tax, which would make the Company less attractive as an investment and disrupt the contacts with the local authorities and charitable NPOs and would therefore have an impact on the current operating model in relation to these lessees (in connection with possible charging on to lessees - see below), for both existing and potential future investments. The Company intrinsically assesses the probability of this risk factor as low.
(2) The new portfolio as referred to here refers to the finance leases (with a balance sheet value as at 31/12/2022 of €20,499,475 and a generated rental flow of €1,084,902) and the investment properties (with a balance sheet value as at 31/12/2022 of €934,268,830 and a generated rental flow of €37,887,735) that the Company acquired after 2014.
For the lease receivables in the initial portfolio(1), Care Property Invest can absorb fluctuations in withholding tax and charge these on to its lessees, so that this risk does not exist for the shareholders. This part of the portfolio represents 28.33% of the total rental income.
For the new portfolio(2), no such clause is included. This means that the net dividend would amount to €0.75 per share in the event of the increase in the rental charges as a result of this contractual provision.
The Company estimates the residual risk, i.e., taking account of the limiting factors and the management of the risk associated with this risk factor as low in terms of probability and average in terms of impact.
This risk can be described as the risk concerning the changes in the conditions for exemption from inheritance tax.
Subject to compliance with certain conditions, heirs of the shareholders enjoy an exemption from inheritance tax (Article 2.7.6.0.1. of the Flemish Codex (VCF)). The shares must have been in the possession of the holder for at least five years on the date of decease. In addition, the shareholder must have acquired the shares no later than the year 2005, excluding acquisition among spouses and heirs in the first degree, for which no exemption from inheritance tax has yet been granted.
The market value of the shares may be exempted up to a maximum of the issue price of €5.95. Likewise, the sum of the net dividends paid during the period in which the deceased or his or her spouse was the holder of the shares may also be exempted, in as far as the shares form part of the estate. This means an exempted amount of €18.66 per share at the year-end of 2022, assuming that a share was acquired on the IPO of the Company.
The last notice that the Company received from the banks pursuant to the promotor and formation agreement (BNP Paribas Fortis, VDK Bank, Belfius Bank, KBC, CBC and Bank Degroof Petercam) and its own register of shareholders show that 3,229,997 shares or 11.64% of the total number of outstanding shares were entitled to an exemption as at 31 December 2022. The Company wishes to draw attention to the fact that the number of shares entitled to the exemption is higher as some of its shares are held by other financial institutions.
As the exemption from inheritance tax for the future will be lost upon violation of the conditions, a current violation would mean that the total exemption base, based on the net dividend for the 2022 financial year and the last known eligible shares, would be reduced by €2,745,497. The final loss of exemption amount will further increase depending on the holding period of the shares in question.
The potential impact on the Company lies in the fact that its shareholders may claim against it if the permit is withdrawn due to an action of the Company in contravention of the recognition conditions. The Company intrinsically assesses the probability of this risk factor as low.
In this case too, Care Property Invest permanently monitors the statutory requirements and compliance with these within the team, with the support of specialised external advisers. It also maintains an intensive dialogue with the Flemish tax authority (Vlabel).
The Company estimates the residual risk, i.e., taking account of the limiting factors and the management of the risk as described above, as low in terms of probability and average in terms of the
size.
(1) The initial portfolio relates to the finance leases (with as at 31/12/2022 a balance sheet value (finance lease receivables) of €156,518,610 and a generated rental flow of €15,406,228) that the Company entered into until 2014.
As a public RREC, the Company is subject to the RREC legislation, which contains restrictions regarding the activities, the debt ratio, the processing of results, conflicts of interest and corporate governance. The ability to (continually) meet these specific requirements depends inter alia on the Company's ability to successfully manage its asset and liability position and on compliance with strict internal audit procedures.
The Company may not be able to meet these requirements in the event of a significant change in its financial position or other changes. The Company is therefore also exposed to the risk of future amendments of the legislation on regulated real estate companies. There is also the risk that the FSMA, as the supervisory authority, will impose sanctions in the event of a violation of applicable rules, including the loss of the RREC status. If the Company were to lose its certificate as an RREC, it would no longer enjoy the different fiscal system for RRECs and the full taxable base for corporation tax would therefore become applicable. This would mean an additional corporation tax liability for Care Property Invest of about €7 million or approximately €0.25 per share. Furthermore, as a rule the loss of the permit for RREC status is noted in the Company's credit agreements as a circumstance as a result of which the loans that the Company has contracted could become payable on demand. (See risk factor '3.1 Risks associated with liquidity due to non-compliance with covenants and statutory financial parameters' on page 21). Similarly, losing the RREC status would also prevent
the Company from applying the reduced withholding tax rate of 15% on its dividends (see risk factor '4.1 Risks associated with changes in the withholding tax rate' on page 27).
In addition, the Company's activities have been internationalised (the Company has to date realised investments in Belgium, The Netherlands, Spain, and Ireland). This internationalisation implies an increased complexity of the legislative framework, including the foreign legislation of the country of investment and international (tax) law to which the Company is directly or indirectly (through a subsidiary) subject.
Subsidiaries of the Company that do not have the status of a RREC or a specialised real estate investment fund (GVBF) remain subject to corporate tax like any other Company, and to the extent that the Company directly owns real estate abroad, the Company may be subject to local taxes.
For its activities in Spain, the Company can apply the SOCIMI status ('sociedades cotizadas de inversión en el mercado inmobiliario') (similar to the RREC status in Belgium). For its activities in The Netherlands (excluding the activities of its subsidiary Care Property Invest.NL10 B.V.(1)), it can recently apply the FBI status ('fiscale beleggingsinstelling') (also similar to the RREC status in Belgium). For its activities in Ireland, the application of a tax-favourable status appears to be ruled out, making these subject to local regular corporation tax.
In addition to the risk of a change in the tax framework specific to RRECs (GVV's), there is also a risk that the tax framework in the other countries in which the Company operates may change, for example with regard to the applicable tax regime and/or tax rates, or the interpretation or practical application of the underlying rules. This could lead to a higher tax burden for the relevant activities, or to discussions and proceedings with the competent tax authorities, which could give rise to procedural costs, penalties and default interest in addition to possible taxes due. The ultimate consequence of this could be that fewer dividends flow to the Company and thus fewer dividends could be distributed to the Company's Shareholders.
For instance, a budget agreement in The Netherlands envisaged the abolition of the FBI status from 1 January 2025.
Care Property Invest therefore permanently monitors the statutory requirements and compliance with these within the team, with the support of specialised external advisers. It also has regular contacts with government authorities and regularly takes part in study days of associations and federations that represent the sector, such as the NPO BE-REIT Association, which it co-founded.
The Company estimates the residual risk, i.e., taking account of the limiting factors and the management of the risk, as low to average in terms of probability and high in terms of impact on the Company.
(1) As at the date of this document, the Company has not yet received official confirmation from the Dutch tax authorities that the FBI status is deemed applicable to Care Property Invest.NL10 B.V.


In 2022, the Company joined forces to meet the challenging expectations regarding the growth of the healthcare real estate portfolio as well as its financial results. The expansion of our European real estate portfolio was realised through additional acquisitions and completions in the three European countries where the Company already operates, as well through the acquisition of its first projects in the Irish healthcare real estate market.
In 2022, thanks to the continued rollout of vaccination campaigns, the corona pandemic was brought under control. As a company, active in the healthcare real estate segment, we have witnessed the terrible situations in residential care centres in recent years. We would therefore like to reiterate our gratitude to the healthcare staff for their extraordinary efforts.
Care Property Invest has the ambition to expand its portfolio within Europe. Therefore, the focus in 2022 was on further growth of the existing healthcare real estate portfolios in Belgium, The Netherlands and Spain. The Company also succeeded in making its entry into the Irish healthcare real estate market. Additional investments of €219 million were made in 2022 (of which €8 million under suspensory conditions). As a result, the fair value of the real estate portfolio (including financial leases) as at 31 December 2022 amounted to approximately €1.1 billion (+ 15%). In addition, the Company had an ongoing investment programme in pre-let development projects amounting to €45
Brief aan de aandeelhouders The war also does not remain without impact on the economy and financial strength of citizens in the rest of Europe. Galloping inflation, all over Europe, due to energy prices and its impact on the cost of living for citizens and the profitability of our businesses, we have all felt, and are still feeling.
million.
In 1996, Serviceflats Invest, the predecessor of today's Care Property Invest, was listed on the Brussels Stock Exchange. For 26 years, the Company has managed to achieve significant value creation and a stable and annually increasing dividend paid out to its shareholders. The Company's aim is to continue this trend in the coming years. As proof of this, the proposal to the general meeting to pay out a gross dividend of €1 per share for 2022, almost 15% more than last year and fully in line with the predetermined guidance.
In addition, in early 2022, we were globally startled by the outbreak of the war in Ukraine, which continues today. As a Company, we deeply regret the inhumane situation in which many Ukrainians live today.
To get all this under control, interest rates on loans were reintroduced and gradually increased further, until today. Despite Care Property Invest's excellent financial results, we too were not spared the crisis atmosphere that all this inevitably evokes.
Uncertainty about the impact of interest rate rises, inflation, the valuation of real estate portfolios and the debt ratio of regulated real estate companies (RRECs) led to a far-reaching scare among shareholders. As a result, stock market prices of these shares have reached unprecedented lows.
In 2022, Care Property Invest managed to grow its real estate portfolio to approximately €1.131 billion.
II. Letter to the Shareholders
Besides focusing on growing the real estate portfolio through additional investments, Care Property Invest also aims to create added value for its shareholders. Therefore, the Company managed to increase its rental income in 2022 to approximately €54 million (+25,6%). Despite the necessary investments made in personnel in 2022 in order to achieve further growth, the Company managed to close the year with adjusted EPRA earnings of €34.3 million (+25%), or €1.2379 per share. These results exceed the announced forecasts for 2022 in the Annual Financial Report 2021 as well as the increased guidance from the Interim Statement from the Board of Directors 1st Quarter 2022 and the Half-Year Financial Report 2022. This proves that Care Property Invest is able to realise growth of its real estate portfolio in combination with the associated additional costs while aiming at an increase of the earnings per share. A gross dividend of €1.00 per share will be proposed to the ordinary annual general meeting, to be held on 31 May 2023, representing an increase of 15%. After deduction of the reduced withholding tax rate (15%), the shareholder will receive a net dividend of €0.85 per share.
Care Property Invest's focus on sustainability of both its existing and future real estate portfolio is constantly increasing. To this end, Care Property Invest published its third sustainability report in 2022. In September 2022, the efforts made for this sustainability reporting were awarded the EPRA sBPR Gold Award for the first time. In addition, Care Property Invest was assessed by GRESB and S&P Global (through the Corporate Sustainability Assessment) for the first time in 2022. With the results and feedback from these assessments, we will work in 2023 to improve our score by focusing even more on sustainability within our operations.
The coming years will also be crucial in sustainability reporting with the arrival of the Corporate Sustainability Reporting Directive (CSRD) and the EU Taxonomy Regulation. Today, Care Property Invest is already taking the necessary steps to prepare to be fully ready to report according to these new reporting requirements by 2025.
Over the past year, Care Property Invest has proven its ability to achieve its targeted growth. In order to continue focusing on this growth in the coming years, the Company proceeded to increase its capital at the beginning of 2023 through a rights issue for all existing shareholders. The total capital raised amounted to approximately €110 million, which significantly reduced the debt ratio.
The Company was always looking for new quality and profitable projects. The current market conditions with high interest rates and the high cost of equity, which is expected to continue for some time, mean that our acquisition policy towards further expansion of the real estate portfolio will be more selective. The Company therefore expects a slowdown in the growth rate for 2023.
Taking all this into account, the Company expects to realise adjusted EPRA earnings per share between €1.00 and €1.03 for 2023. The Board of Directors intends to pay out a gross dividend of €1 per share again, as was the case for 2022.
Finally, the Board of Directors would like to thank the shareholders for their confidence, the clients for their belief in the added value that Care Property Invest brings to their projects and, of course, its employees for their commitment and enthusiasm in achieving the Company's objectives.
Peter Van Heukelom Mark Suykens

Chief Executive Officer Chairman of the Board of Directors

The Board of Directors wishes to distribute a gross dividend of €1.00 per share (+15%) over 2022.

Berchem (BE) I Park Kemmelberg

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...
Initial investment programme 2,000 serviceflats completed
Innovation award for 'Technology and housing of elderly people'
Inclusion in the Bel MID index. Start of EPRA membership
Recognition as a Belgian real estate investment fund, on the initiative of the Flemish government with the objective to build and finance 2,000 service flats for PCSW's and social non-profit organisations in the Flemish and Brussels-Capital Region.
As of 30 October 1995
210 fully paid-up shares.
Optional dividend May-June 2014 Total amount of capital increase: approx. €2 million.
As of 20 June 2014 10,359,425 fully paid-up shares.
Serviceflats Invest nv becomes Care Property invest nv Share split 1: 1000
As of 24 March 2014 10,210,000 fully paid-up shares.
Acquisition of the status of a Public Regulated Real Estate Company (Public RREC) .
Amendments to the articles of association to expand the Company's objective
2015 New address: Horstebaan 3, 2900 Schoten
22 June 2015 Total amount of capital increase: approx. €36 million.
As of 22 June 2015 13,184,720 fully paid-up shares.
€59 million.
As of 7 February 1996 10,210 fully paid-up shares.
Capital increase in kind 15 March 2017 Total amount of capital increase: approx. €34 million.
As of 15 March 2017 15,028,880 fully paid-up shares.
Entry onto the Irish market
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..
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Entry onto the Dutch market. Acquisition of 100th residential care project
3 April 2019 Total amount of capital increase: approx. €16 million.
As of 3 April 2019 20,086,876 fully paid-up shares.
2022
Capital increase in kind 7 July 2022 Total amount of capital increase: approx. €14 million.
As of 7 July 2022 27,741,625 fully paid-up shares.
Optional dividend May-June 2020 Total amount of capital increase: approx. €7 million.
As of 26 June 2019 20,394,746 fully paid-up shares.
2020
Entry onto the Spanish market
May-June 2020 Total amount of capital increase: approx. €7 million.
As of 19 June 2020 21,918,213 fully paid-up shares.
2020
15 January 2020 Total amount of capital increase: approx. €34 million.
As of 15 January 2020 21,645,122 fully paid-up shares.
June 2020
Total amount of capital increase: approx. €59 million.
24,110,034 fully paid-up shares.
Capital increase in kind 20 January 2021 Total amount of capital increase: approx. €42 million.
As of 20 January 2021 25,806,148 fully paid-up shares.
Capital increase in kind 17 November 2021 Total amount of capital increase: approx. €26 million.
As of 17 November 2021 26,931,116 fully paid-up shares. 2022
Optional dividend May-June 2022 Total amount capital increase: approx. €4 million.
As of 20 June 2022 27,102,910 fully paid-up shares.
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Capital increase in cash 27 October 2017 Total amount of capital increase: approx. €70 million.
As of 27 October 2017 19,322,845 fully paid-up shares.
Acquisition of first projects in Walloon and Brussels-Capital Regions
Capital increase in cash 24 January 2023 Total amount of capital increase: approx. €108 million.
As of 24 January 2023 36,988,833 fully paid-up shares.



Founded on 30 October 1995, Care Property Invest was the first listed real estate investor in the form of a real estate investment fund (BEVAK - currently RREC) specialised in housing for seniors. Care Property Invest develops and finances affordable, high-quality and attractive care infrastructure and various forms of housing for seniors and people with disabilities such as: residential care centres, short-stay centres, groups of assisted living apartments and residential complexes for people with physical and/or intellectual disabilities.
Within healthcare real estate, Care Property Invest targets following activities, both in the public and private domain in Belgium, The Netherlands, Spain and Ireland:
As a healthcare real estate investor, we achieve sustainable growth for all our stakeholders through following possible investment opportunities:
In a 'Design-Build-Finance' (DBF) formula, Care Property Invest is responsible for relieving the initiator completely by taking on the project development, from architecture, cooperation with contractors, project realisation and follow-up up to and including project financing.
The initiator gives a right of superficies (on a building plot or an existing building in need of renovation) to Care
Property Invest for at least 32 years. The Company fully relieves the initiator and is responsible for obtaining the necessary environmental permit for the construction of the project during the development and construction phase. Care Property Invest also oversees the progress of the works, monitors the budget and provides longterm financing for your project.
Upon provisional completion, Care Property Invest makes the project available to the operator through a right of leasehold for at least 27 years, with the leaseholder paying an annually indexed canon (ground rent) to Care Property Invest. Receiving recurring income from owned property is the core business of any Real Estate Investment Trust (REIT) and should not be confused with financing activities.
After the right of superficies expires (and to the extent that no outstanding canon is subject to payment), the building becomes the property of the landowner by accession.
With the possibility of extending the DBF formula to 'Maintain', Care Property Invest responds to that growing demand for complete takeover of the property-related tasks (management and maintenance).
This component is also closely aligned with Care Property Invest's initial investment portfolio (finance leases). The Company consistently records the income from the historical portfolio, or even all financial leases entered into by the Company after inception, as rental income and not as interest income or any financial income, as would be the case for a mortgage REIT.
Besides the DBF(M) formula, Care Property Invest also acquires land and/or buildings and projects under construction/development by healthcare entrepreneurs. Care Property Invest also takes on the redevelopment of existing buildings.
Care Property Invest will always make these projects available on a longterm basis to operators specialising
in operating residential care centres, groups of assisted living apartments, residential places for people with disabilities, etc.
The management of the Company ensures that all the requirements of the Regulated Real Estate Companies Act ('RREC Law') and the Regulated Real Estate Companies Royal Decree ('RREC RD') are always observed.

• Herfinancieren van bestaande gebouwen: bestaande gebouwen die aan een grondige renovatie toe zijn, kunnen via een recht van erfpacht, recht van opstal of gewoon door aankoop doorgeschoven worden naar Care Property Invest. Na renovatie zal de Vennootschap deze tevens ter beschikking stellen van
een ervaren exploitant. • Investeren in zorgvastgoed:
het verwerven van gronden en/of gebouwen, projecten in uitvoering en ontwikkelingen. Care Property Invest stelt deze projecten daarna ter beschikking van de exploitant op basis
van een langetermijnovereenkomst.
When realising healthcare real estate investments, Care Property Invest upholds its mission statement and values.
Together with private and public healthcare entrepreneurs, Care Property Invest realises high-quality and socially responsible real estate tailored to the end users in a sustainable way.
Care Property Invest is confidently constructing the future together with a competent and diverse team from a solid organisation.
Care Property Invest offers a stable longterm return for its shareholders.
Care Property Invest always executes both current and future projects after completing a detailed research process, conducted both internally and by external research agencies. As a result, it can make an accurate assessment of the potential risks associated with every project. The internal processes are also monitored from close by and are adjusted on time where necessary to guarantee the smooth operation of the organisation. Care Property Invest aims for the highest possible form of professionalism in all its activities.
Through integrity, Care Property Invest aims for a lasting relationship of trust with its shareholders, employees, the operators of its healthcare real estate, contractors, the political world, the RREC sector and all stakeholders in general.
In a rapidly changing world, Care Property Invest aims to continuously improve its own working processes and structures. By proactively growing with change, the Company creates strong support for innovation and arms itself for the challenges of the future.
Its current strategy for residential healthcare real estate for senior citizens is based on the progressive ageing of the population which, according to the Federal Planning Bureau, will peak by 2070. Now and in the coming decades, this will lead to an increasing demand for healthcare real estate with social added value. A similar trend also applies to The Netherlands, Spain and Ireland in terms of population ageing figures. For more details, we refer to the graphs presented hereafter, which show the demographic evolution in Belgium, The Netherlands, Spain and Ireland.
The certain demographic evolution in combination with its growth strategy, the implementation of its corporate purpose and the fact that as a RREC it invests for 100% in healthcare real estate, ensures that its share always provides a stable return for its shareholders, and this at a reduced withholding tax rate of 15% (instead of the general rate of 30%).
Care Property Invest spreads its risks by ensuring a good geographic market distribution of its real estate, diversifying between the operators of its real estate and by creating a good balance between publicprivate and private partnerships. This, among other things, has also been a major motivator for the Company to make its move to the Dutch healthcare real estate market in September 2018 and also to the Spanish healthcare real estate market in 2020. In 2022, the Company continued its strategy by also investing in Irish healthcare real estate.
The careful selection of new projects for the Company always takes place after a detailed risk analysis with a well-founded assessment of the investment file by the Executive Committee, subject to positive advice from the Investment Committee or
by the Board of Directors of the Company. This may involve the Company developing the property itself, or building and financing the construction, but may also involve refinancing or acquiring existing buildings, with an option of renovation or expansion, both in the private and the public market.
The main selection criteria are presented
below:
• Correct price-quality ratio of the project in view of long-term value creation; • Potential returns of the project; • Solvency, reputation and spread of
• Good location of the project: easy access, both by car and by public transport and absence of other healthcare real estate. For this purpose, an extensive market research is always
• Environment: in the immediate vicinity of a village/city centre with shops, pharmacies and catering facilities; • The property complies with high quality standards in combination with advanced technological equipment and perfectly meets the needs of the Care Property Invest target public.
In essence, Care Property Invest's strategy is of the 'buy and hold' type, and as such, is by definition aimed at keeping the property in the long term.
Zeist (NL) I Villa Wulperhorst


The Company attempts to align its financial strategy with the overall strategy and growth achieved by the Company. By continuously expanding its scale, the Company strives for a competitive distribution of debt and capital costs and an improvement of its operating margin.
Care Property Invest aims to finance itself in the best possible way, making use of shareholders' equity and borrowed funds.
Equity is raised by using the capital market. By means of capital increases in cash and in kind, counterbalanced by immediately profitable assets and/or a concrete pipeline, growth in earnings per share can be ensured and maintained. As a RREC, Care Property Invest is fully aware of the importance of its dividend policy for its shareholders. The Company therefore endeavours to increase its dividend whenever this is sustainably possible. This prevents the Company from having to reduce this again in a later financial year.
Given the Company's growth, the management seeks to reserve as much of its profit as possible to reinvest within the statutory framework. In doing so, the Company aims for a pay-out ratio (payout percentage of dividend per share relative to the earnings per share) as close as possible to the statutory minimum of 80%. In addition, the Company aims for a sustainable increase in dividend, and
annually explores the possibility of an
optional dividend.
Despite the already realised increase in the liquidity of its share, Care Property Invest continues to work on increasing this to increase the attractiveness of its share through the appointment of a liquidity
provider.
Care Property Invest aims to raise foreign funds in as diversified a manner as possible. In doing so, it aims to further diversify its credit providers in Belgium but also abroad and has a €300 million MTN programme with the obligation that all outstanding commercial paper is covered by non-utilised capacity on credit lines. Care Property Invest tries to further limit its liquidity risk by keeping sufficient credit lines available for its short-term needs and the financing of additional investments for
the next 12 months.
In addition, there is also a liquidity risk if the Company would no longer respect the covenants linked to these credit agreements. These covenants contain market-based provisions on, among other things, the debt ratio and compliance with the provisions of the RREC Legislation. Care Property Invest monitors the parameters of these covenants on a regular basis and whenever a new investment is
being considered.
(4) Based on data from the Irish Central Statistics Office: 'Projected population, 2016 - 2051', https://www.cso.ie.
85+
85+


At the end of the financial year, Care Property Invest did not mortgage or pledge any building in its real estate portfolio.
Correct financing is necessary for a profitable and solid business model, in view of the capital-intensive character of the sector in which the Company operates and the Company's buy-and-hold strategy. As a result, the Company has a structural debt position with mainly bullet loans.
The Company's long-term objective is to have a debt ratio below 50%. This debt ratio allows for an optimal balance between own and foreign resources. Such a debt ratio also offers the possibility of capitalising on investment opportunities that create value for the Company. In the short term, the level of the debt ratio is partly determined by the then prevailing economic and financial conditions.
The Company also tries to limit the interest rate risk on its debts by striving for a hedging percentage of its debts between 75% and 80%. The Company closely monitors developments on the financial markets in order to optimise its financial structure and to obtain a good composition of short and long-term financing and the conclusion of derivative contracts in order to achieve the desired hedging percentage. The Company also aims to take into account the long-term income from its investments in the average duration of its loans.
By contracting long-term leasehold and rental agreements, the Company creates long-term cash flows. Through the triple net character(1) of these contracts with solid operators and the transfer of the vacancy risk to the operator(2), the Company succeeds in maintaining a low risk profile. The fact that on 31 December 2022 still about 30% of the rental income comes from agreements with local authorities, reinforces the low risk profile and makes the Company unique compared to other RRECs.
This applies all the more since the healthcare real estate is linked to the demographic factors which, in view of the underlying demographic trend of the ageing of the population, are favourable, rather than to economic trends.

Turnhout (BE) I De Nieuwe Kaai
Care Property Invest positions itself as an investor in elderly care and adapted infrastructure for the disabled. The statutory objective stated in the Articles of Association are set as broadly as possible. Priorities are set within the care and welfare real estate
segment.
Care Property Invest focuses on investments in care and welfare and has also devoted opportunity-driven attention to concept development.
Care Property Invest's ambition is to be the benchmark (leading) in its market and achieve growth. The realisation and speed of growth will also be determined by the economic and financial conditions in which the Company operates.
Care Property Invest is a highly dynamic player in its market, which generates innovation in property for care and well-being for seniors and people with disabilities. Care Property Invest would like to achieve this independently.
(1) With the exception of the project 'Les Terrasses du Bois' in Watermaal Bosvoorde, for which a long-term agreement of the 'double net' type has been concluded and the project 'Tillia' in Gullegem for which a long-term agreement of the 'single net' type has been concluded.
(2) Excluding the project 'Tillia' at Gullegem for which the Company bears the vacancy risk itself.
Below is a brief overview of acquisitions, divestments, ongoing projects under development and completed projects during the 2022 financial year.
For further information regarding the real estate of the acquired projects, please see the individual press releases on the website, https://carepropertyinvest.be/en/investments/press-releases/
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|
|---|---|---|---|---|---|---|---|---|
| New projects with an immediate return | ||||||||
| Assistentiewoningen 'Klapgat' |
Thuis Leven vzw | 07/07/2022 | Haacht | 2020 | 30 years (triple net) |
€13.9 | Share deal (contribution in kind) |
| Name | Operator | Selling date | Location | Year of construction / renovation or expected completion |
Classification | Value deed in-hand (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| Divestment | |||||||
| Residentie de Anjers | Astor vzw | 23/06/2022 | Balen | 2018 | Financial lease | €11.0 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects with an immediate return | |||||||
| Pim Senior | Stichting Pim Senior | 08/07/2022 | Dorst | 2021 | 30 years (triple net) |
€22.0 | Asset deal |
| Vught - Ome Jan | De Familie | 22/12/2022 | Vught | 2021 | 25 years (triple net) |
€9.7 | Asset deal |
| New projects under development | |||||||
| Warm Hart Zuidwolde Warm Hart Zorghuizen 03/02/2022 | Zuidwolde | Q2 2023 | 20 years (triple net) |
€10.4 | Asset deal | ||
| Warm Hart Ulestraten Warm Hart Zorghuizen 28/04/2022 | Ulestraten | Q3 2023 | 20 years (triple net) |
€6.5 | Asset deal | ||
| Ongoing projects under development | |||||||
| St. Josephkerk | Korian Holding Nederland |
26/09/2019 | Hillegom | Q2 2024 | 20 years (triple net) |
€9.1 | Asset deal |
| Sterrenwacht | Korian Holding Nederland |
12/06/2019 | Middelburg | Q3 2023 | 20 years (triple net) |
€6.5 | Asset deal |
| Completed projects | |||||||
| Aldenborgh | Aldenborgh Exploitatie |
05/11/2020 | Herten (Roermond) |
Q1 2022 | 25 years (triple net) |
€8.2 | Asset deal |
| Villa Vught | Valuas Zorggroep | 29/12/2020 | Vught | Q2 2022 | 25 years (triple net) |
€6.2 | Asset deal |
| Margaritha Maria Kerk (vicarage) |
Korian Holding Nederland |
26/03/2019 | Tilburg | Q2 2022 | 20 years (triple net) |
€2.0 | Asset deal |
| Huize Elsrijk | Com4care | 29/12/2020 | Amstelveen | Q3 2022 | 20,5 years (triple net) |
€6.2 | Share deal |
| Mariënhaven | Valuas Zorggroep | 28/12/2020 | Warmond | Q3 2022 | 20 years (triple net) |
€11.9 | Asset deal |
| Villa Ouderkerk | Korian Holding Nederland |
31/03/2021 | Ouderkerk aan de Amstel |
Q4 2022 | 15 years (triple net) |
€9.6 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects with an immediate return | |||||||
| Emera Murcia | Emera Group | 25/02/2022 Murcia | 2021 | 15 years (triple net) |
€10.8 | Share deal | |
| New projects under development | |||||||
| Solimar Tavernes Blanques |
Vivalto Group | 11/03/2022 Tavernes | Blanques | Q4 2024 | 20 years (triple net) |
€10.6 | Asset deal |
| Solimar Elche | Vivalto Group | 28/09/2022 Elche | Q2 2025 | 20 years (triple net) |
€10.8 | Asset deal | |
| Marina Del Port | La Vostra Llar | 01/12/2022 Barcelona | Q2 2024 | 20 years (triple net) |
€7.0 | Asset deal | |
| Ongoing projects under development | |||||||
| Emera Mostoles | Emera Group | 21/06/2021 Mostoles | (Madrid) | Q2 2023 | 15 years (triple net) |
€12.1 | Asset deal |
| Completed projects | |||||||
| Emera Carabanchel | Emera Group | 24/07/2020 Carabanchel (Madrid) |
Q2 2022 | 15 years (triple net) |
€14.6 | Asset deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|
|---|---|---|---|---|---|---|---|---|
| New projects with an immediate return | ||||||||
| Ballincurrig Care Centre |
Silver Stream Healthcare |
25/02/2022 Ballincurrig | 2003 | 25 years (triple net) |
€6.2 | Asset deal | ||
| Ratoath Manor Nursing Home |
Silver Stream Healthcare |
08/04/2022 Ratoath | 1995 | 25 years (triple net) |
€6.9 | Asset deal | ||
| Dunlavin Nursing Home |
Silver Stream Healthcare |
08/04/2022 Dunlavin | 2016 | 25 years (triple net) |
€11.3 | Asset deal | ||
| Leeson Park Nursing Home |
Silver Stream Healthcare |
08/04/2022 Ranelagh | 1960/2013 | 25 years (triple net) |
€14.6 | Asset deal | ||
| Cairnhill Nursing Home |
DomusVi | 25/05/2022 Bray | 2013 | 15 years (triple net) |
€20.0 | Asset deal | ||
| Elm Green Nursing Home |
DomusVi | 03/06/2022 New Dunsink | 2015 | 15 years (triple net) |
€26.7 | Asset deal | ||
| New projects under development | ||||||||
| Sugarloaf Care Centre Silver Stream | Healthcare | 16/12/2022 | Kilmacanogue South |
Q4 2024 | 25 years (triple net) |
€23.4 | Share deal | |
| New projects signed under suspensory conditions | ||||||||
| Friar's Lodge Nursing Home |
Brookhaven Healthcare |
14/10/2022 Ballinrobe | 2004 | 25 years (triple net) |
€8.4 | Asset deal |
| Merging company | Absorbing company | Date effective absorption |
Date of deed | Date official publication |
|---|---|---|---|---|
| De Meeuwen nv | Care Property Invest nv | 01/01/2022 | 20/06/2022 | 12/07/2022 |
| Immo du lac nv | Care Property Invest nv | 01/01/2022 | 20/06/2022 | 02/08/2022 |
| Zorginfra nv | Care Property Invest nv | 01/01/2022 | 20/06/2022 | 28/07/2022 |
| Care Property Invest Tulip, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 01/01/2022 | 09/08/2022 | 05/09/2022 |
| Care Property Invest Iris, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 01/01/2022 | 09/08/2022 | 05/09/2022 |
| Care Property Invest Aster, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 01/01/2022 | 09/08/2022 | 05/09/2022 |
| Care Property Invest Jasmine, S.L.U. Care Property Invest Spain Socimi S.L.U. | 01/01/2022 | 09/08/2022 | 05/09/2022 | |
| Care Property Invest Lily, S.L.U. | Care Property Invest Spain Socimi S.L.U. | 25/02/2022 | 09/08/2022 | 05/09/2022 |
| Apollo Lier nv | Care Property Invest nv | 29/11/2022 | 29/11/2022 | 05/01/2023 |
For more information on the merger proposals, see www.carepropertyinvest.be/en/investments/mergers/.
| Name established subsidiary | Date of establishment | Purpose |
|---|---|---|
| Care Property Invest Emerald Limited | 25/01/2022 | Acquiring healthcare real estate sites in Ireland |
| Care Property Invest.NL10 B.V. | 04/07/2022 | Acquiring healthcare real estate sites in The Netherlands |
| Name acquired subsidiary | Date of acquisition of control | Purpose |
| Care Property Invest Lily S.L. | 25/02/2022 | Acquiring healthcare real estate sites in Spain |
| Igor Haacht nv | 07/07/2022 | Acquiring healthcare real estate sites in Belgium |
| Care Property Invest Diamond LTD. (ex Cincolite LRD.) |
16/12/2022 | Acquiring healthcare real estate sites in Ireland |
The Board of Directors of Care Property Invest decided on 25 May 2022 to offer shareholders the option of an optional dividend for coupon 14 (with a gross value of €0.7461). Shareholders had the choice to (i) contribute the net dividend claim to the capital of the Company against the issue of new ordinary shares, (ii) receive the dividend in cash, (iii) opt for a combination of the two previous options.
At the end of the election period, the Company was able to confirm that a total of 24.63% of the net dividend rights attached to the shares with coupon no. 14 (relating to the dividend for the 2021 financial year) were exchanged for new shares in Care Property Invest, resulting in a strengthening of equity by €4,030,287 (€1,022,088 in capital and €3,008,199 in share premium), which should allow for further growth of the property portfolio.
For this purpose, 171,794 new ordinary shares were issued at a fixed issue price of €23.46 per share, within the framework of the authorised capital. Consequently, on 20 June 2022, the capital of Care Property Invest was represented by 27,102,910 shares. The dividend rights that were not contributed, representing a total net amount to be distributed of €12,333,679 were paid out in cash.
On 7 July 2022, Care Property Invest acquired the 'Klapgat' project in Haacht by means of a contribution in kind of 100% of the shares in Igor Haacht nv, the company that owns the real estate of this project and this within the framework of the
authorised capital.
The transaction resulted in a strengthening of equity of €13,914,724, of which an amount of €3,800,035 was allocated to the item capital and an amount of €10,114,689 to the item share premium. The contribution of all shares of Igor Haacht nv was remunerated by 638,715 new shares of Care Property Invest.
After this transaction the authorised capital was reduced by €3,800,035 so that the balance as at 31 December 2022 amounts to €64,873,735. After this transaction, the total number of outstanding shares of the Company
amounts to 27,741,625.
To further develop its strategic growth plan, Care Property Invest entered the Irish healthcare real estate market during the
first quarter of 2022.
The attraction of investing in the Irish healthcare real estate market lies mainly in a rapidly ageing population, the (already existing) shortage of nursing home beds, the opportunities that this relatively immature market offers, a solid financing system from the Irish government and a consolidation trend at operator level.
The growth potential of the Irish residential healthcare real estate market is driven by a number of parameters that reinforce each other.
For example, Ireland has a relatively young population, for which an accelerated ageing wave is predicted by 2051. For example, the Irish Central Bureau for Statistics estimates that the population aged 65 and over will increase by 145% between 2016 and 2051. For people aged 80 and over, an increase of no less than 347% is predicted over the same period. This ageing wave goes hand in hand with high life expectancy, which currently stands at 82.5 years (men and women combined) and is expected to rise further.
The predicted growth in these age groups will necessitate an increase in the number of nursing home beds in Ireland. With a total of 32,000 residential places available in its residential care centres, Ireland already faces a capacity shortage, according to the World Health Organisation ('WHO'). This equates to only 4.3 beds per hundred people aged 65 or over, compared to the WHO's minimum figure of 5 beds per hundred people aged 65 and over. By 2026, there will already be an expected shortage of about 5,500 residential places. By 2031, an additional 7,500 housing units are expected to be needed to meet the growing projected demand for elderly care.
Care Property Invest has the ambition to further expand its portfolio. To this end, it maintains close contacts with healthcare operators active in Ireland and has therefore already made quite a number of investments during the 2022 financial year.
For more details on the acquired projects in Ireland, we refer to the item '2.1.4. Projects 2022 financial year in Ireland' and to the individual press releases on the Company's website (https://carepropertyinvest.be/en/ investments/press-releases/).
Care Property Invest filed a ruling application with the Spanish authorities as part of its application for the tax-favourable SOCIMI status ('sociedades cotizadas de inversión en el mercado inmobiliario', i.e. Spanish REIT/GVV). On 23 June 2022, the Company received a favourable ruling stating that, as a Belgian REIT/GVV, the Company is deemed equivalent to the Spanish SOCIMI.
Following this decision, the Articles of Association of the holding company Care Property Invest Spain Socimi, S.L.U., (formerly Care Property Invest Spain, S.L.U.) were amended and silent mergers took place with all its subsidiaries on 9 August 2022. Given that all conditions were met, the Company filed an application for SOCIMI status before the end of September 2022 and can therefore benefit from the taxfavourable status, with retroactive effect for the 2022 financial year.
Considering that the tax-favourable SOCIMI regime is equivalent to other REIT regimes, this will increase the average return of the current Spanish real estate portfolio by around 0.20%. Moreover, it will create a level playing field with other investors in the Spanish healthcare real estate market, thereby boosting the further expansion of its portfolio in Spain.
The Company received the good news at the end of 2022 that for the Companies Care Property Invest.NL BV up to and including Care Property Invest.NL9 BV, the corporate tax assessments will be made final with the application of the FBI status. This means that these Companies will get back the corporation tax already paid for the financial years 2018 to 2022. Henceforth, future returns for these Companies will therefore be filed with application of this tax-favourable status, which means that the applicable corporate tax rate amounts to 0%.
However, it was also announced at the end of this year within the framework of a budget agreement in The Netherlands to abolish the FBI status from 1 January 2025. The Company therefore takes into account that the above-mentioned subsidiaries might be subject to regular taxation again as from 2025 and will therefore not make any changes to the current structure. Likewise, in case of future acquisitions via share deal, it will evaluate whether a possible conversion to an FBI is still appropriate given the announced abolition.
Care Property Invest was awarded the EPRA sBPR Gold Award in September 2022. The Company is delighted with this recognition for its efforts in sustainability
reporting.
The Company also received the EPRA BPR Gold Award in September 2022 for the sixth consecutive time for its ongoing high transparency in

financial reporting.
Tavernes Blanques (ES) I Solimar Tavernes Blanques
As already announced in separate press releases, Care Property Invest is proud to announce that it has made the following investments after the closing of the financial year:
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|
|---|---|---|---|---|---|---|---|---|
| Completed projects | ||||||||
| Warm Hart Zuidwolde | Warm Hart Zorghuizen | 03/02/2022 Zuidwolde | Q2 2023 | 20 years (triple net) |
€10.4 | Asset deal | ||
| New projects signed under suspensory conditions | ||||||||
| Saamborgh Ruurlo | Saamborgh Verhuur B.V. | 15/03/2023 Ruurlo | 2023 | 20 years (triple net) |
€11.9 | Share deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects signed under suspensory conditions | |||||||
| Skibbereen Residential Care Centre |
Brookhaven Healthcare 06/01/2023 Skibbereen | 2004 | 25 years (triple net) |
€7.5 | Asset deal |
Care Property Invest launched a capital increase by means of contribution in cash within the authorised capital on 11 January 2023 with the removal of the statutory preferential right and the grant of irreducible allocation rights to all existing shareholders.
The main objective of this capital increase was to allow the Company to raise new financial resources and increase its equity so that it can continue its growth strategy in relation to its real estate portfolio, while maintaining a reduced debt ratio.
Following the public offering to subscribe for new shares and the successful private placement of scrips, the Company announced on 20 January 2023 that existing shareholders and new investors have subscribed to 100% of the offered new shares for a gross amount of €110,966,496 of which €55,016,264 will be allocated to the item capital and €55,950,232 to the item share premium. Following this transaction, the Company's capital will be represented by 36,988,833 fully paid-up shares.
The authorised capital amounted to €9,857,471 after this transaction. The Company convened an Extraordinary General Meeting of shareholders (EGM I) on 5 April 2023 to request a renewal of the authorised capital. However, the required quorum was not met so a new Extraordinary General Meeting (EGM II) was scheduled on 26 April 2023. For the documentation regarding this extraordinary general meeting of shareholders, please consult the Company's website (www.carepropertyinvest.be/en/investments/general-meeting/).
Care Property Invest is actively pursuing the development of a balanced and profitable property portfolio and is exploring investment opportunities that are fully in line with the Company's strategy, both in Belgium, The Netherlands, Spain and Ireland as well as in other geographical core markets within the EEA.
For more information on these projects, see item '2.1 Important events during the 2022 financial year' on page
The Board of Directors is also continuously exploring various investment and financing opportunities to realise its
50. activities.

56 57
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| I | Rental income (+) | 54,378,866 | 43,233,668 |
| NET RENTAL INCOME | 54,378,866 | 43,233,668 | |
| V | Recovery of rental charges and taxes normally borne by tenants on let properties (+) |
719,938 | 419,382 |
| VII | Charges and taxes normally payable by the tenant on let properties (-) | -756,018 | -419,382 |
| PROPERTY RESULT | 54,342,786 | 43,233,668 | |
| IX | Technical costs (-) | -2,918 | -4,090 |
| PROPERTY CHARGES | -2,918 | -4,090 | |
| PROPERTY OPERATING RESULT | 54,339,868 | 43,229,578 | |
| XIV | General expenses of the Company (-) | -9,762,807 | -7,896,542 |
| XV | Other operating income and expenses (+/-) | -2,110,541 | -29,439 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO | 42,466,520 | 35,303,597 | |
| XVIII Changes in fair value of investment properties (+/-) | 19,326,917 | 22,143,057 | |
| OPERATING RESULT | 61,793,437 | 57,446,654 | |
| XX | Financial income (+) | 1,968 | 430 |
| XXI | Net interest expenses (-) | -9,988,634 | -7,844,467 |
| XXII | Other financial costs (-) | -929,943 | -586,893 |
| XXIII Changes in fair value of financial assets and liabilities (+/-) | 38,591,131 | 11,165,200 | |
| FINANCIAL RESULT | 27,674,522 | 2,734,270 | |
| RESULT BEFORE TAXES | 89,467,959 | 60,180,924 | |
| XXIV Corporation tax (-)(1) | -548,258 | -361,943 | |
| XXV Exit tax (-)(1) | -255,402 | -164,160 | |
| TAXES | -803,660 | -526,103 | |
| NET RESULT (group share) | 88,664,299 | 59,654,821 | |
| Other elements of the global result | 0 | 0 | |
| GLOBAL RESULT | 88,664,299 | 59,654,821 |
(1) Due to reclassifications between the items XXIV. Corporation Tax (-) and XXV. Exit tax (-), the figures as at 31 December 2021 were adjusted to allow for correct comparability.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 88,664,299 | 59,654,821 |
| Net result per share based on weighted average shares outstanding | € 3.1961 | € 2.2976 |
| Gross yield compared to the initial issuing price in 1996 | 53.72% | 38.62% |
| Gross yield compared to stock market price on closing date | 20.28% | 8.92% |
| 3.3 Components of the net result | ||
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
| NET RESULT / GLOBAL RESULT | 88,664,299 | 59,654,821 |
| NON-CASH ELEMENTS INCLUDED IN THE NET RESULT | -54,323,064 | -32,196,859 |
| Depreciations, impairments and reversal of impairments | 433,058 | 254,511 |
| Changes in fair value of investment properties | -19,326,917 | -22,143,057 |
| Changes in fair value of authorised hedging instruments | -38,591,131 | -11,165,200 |
| Projects' profit or loss margin attributed to the period | 3,071,632 | 856,887 |
| Deferred taxes | 90,295 | 0 |
| ADJUSTED EPRA EARNINGS | 34,341,235 | 27,457,962 |
| Adjusted EPRA earnings per share based on weighted average number of outstanding shares |
€ 1.2379 | € 1.0576 |
| Gross yield compared to the initial issuing price in 1996 | 20.81% | 17.78% |
| Gross yield compared to stock market price on closing date | 7.85% | 4.11% |
The weighted average number of outstanding shares was 25,963,657 as at 31 December 2021 and increased to 27,741,625 shares as at 31 December 2022. The number of shares amounted to 26,931,116 as at 31 December 2021 (including 9,192 own shares) and increased to 27,741,625 shares as at 31 December 2022. On this date, the Company no longer held any treasury shares.
The number of shares changed as a result of (i) an optional dividend for the 2021 financial year which was successfully completed on 20 June 2022 and led to the issue of 171,794 new shares and (ii) a capital increase in kind for the acquisition of 100% of the shares in Igor Haacht nv, which owns the assisted living complex 'Klapgat' located in Haacht. This transaction took place on 7 July 2022, for which 638,715 new shares were issued.
With the realisation of a capital increases in cash on 24 January 2023, 9,247,208 new shares were issued resulting in a total number of 36,988,833 fully paid-up shares with voting rights as of this date.
The gross return is calculated in table '3.2 Net result per share on a consolidated basis' by dividing the net result per share by the initial issue price in 1996 (i.e., €5.9495) on the one hand and the market value on the closing date on the other hand. In table '3.3 Components of the net result', the gross yield is calculated by dividing the adjusted EPRA earnings per share by the initial issue price in 1996 (i.e., €5.9495), on the one hand, and the market capitalisation on the closing date, on the other. The share price was €15.76 as at 31 December 2022 and €25.75 as at 31 December 2021. There are no instruments that have a potentially dilutive effect on the net result per share.
The Company's operating result increased by 7.57% compared to 31 December 2021.
Rental income as at 31 December 2022 increased by 25.78% compared to the same period last year. The increase in rental income is explained by (i) the indexation of the already existing rental agreements (unchanged portfolio) which has been fully passed on and averages 4.98% as at 31 December 2022 representing an amount of €1.9 million, (ii) the acquisition of new investment properties and (iii) the completion of development projects in 2022. Likewise, the acquired and completed investment properties during 2021 contribute to the increased rental income in 2022.
As at 31 December 2022, the Company had no outstanding rent receivables for which receivables had to be transferred to the doubtful debtors. As at the date of this report, 99% of the total rent invoiced for this financial year was effectively collected including indexations charged in full.
The Company's general expenses increased by €1,866,266 compared to 31 December 2021. Part of this increase can be attributed to the increase in remuneration and personnel-related costs as the average workforce increased from 20.90 FTEs as at 31 December 2021 to 24.17 FTEs as at 31 December 2022.
In addition, the Company's growth also contributes to the increase in the Company's general expenses, including depreciation (as a result of the commissioning of the new building in Schoten), external advice and the costs
inherent to the RREC status, such as the UCI tax and real estate expert costs, among others.
Other operating income and expenses decreased from €-29,439 as at 31 December 2021 to €-2,110,541 as at 31 December 2022.
Other operating income consists mainly of the fee for project management of €603,065, which largely concerns the recovery of the pre-financing of existing Dutch projects and a limited capital gain resulting from the sale of the 'Residentie De Anjers' project in Balen (BE). Both items contribute to the Company's cash result. This item also includes the profit and loss margin on projects of €-3,071,632, which is also largely attributable to the sale of the 'Residentie De Anjers' project in Balen (BE) as a result of the write-off of the trade receivable (unrealised capital gain) for this project. The latter concerns a non-cash element which is corrected for the calculation of the adjusted EPRA earnings.
properties amount to €19,326,917 as at 31 December 2022. This reflects an overall positive variation in the fair value of the investment properties in portfolio, among others, due to inflation that the Company can pass on to its tenants. Also here, these are unrealised variations that are corrected in the adjusted EPRA earnings.
Interest charges rose as a result of the additional raising of borrowed funds to finance additional acquisitions and ongoing development projects in 2021 and 2022 on the one hand, and sharply rising interest rates on the market on the other. This is therefore reflected in the increase of the weighted average interest rate, which amounts to 2.14% as at 31 December 2022 compared to 1.92% as at 31 December 2021. In order to minimise the impact of rising market interest rates, the Company uses interest rate swaps. As at 31 December 2022, 69.42% of its outstanding debts were therefore hedged.
The financial result was positively affected as at 31 December 2022 for an amount of €38,591,131 due to the inclusion of the fair value of the financial instruments concluded. Due to the increase in market interest rates, these have a positive value of €21,780,342 as at 31 December 2022 compared to €-16,810,790 as at 31 December 2021.
The variation in fair value of financial assets and liabilities is a non-cash element and is therefore not taken into account for the calculation of the distributable result, i.e., the adjusted EPRA earnings.
The amount of taxes as at 31 December 2022 includes estimated and prepaid corporation taxes as well as the change in the calculated exit tax for Belgian subsidiaries.
The adjusted EPRA earnings on a consolidated basis amounted to €34,341,235 as at 31 December 2022 compared to €27,457,962 as at 31 December 2021. This represents an increase of 25.07%. The adjusted EPRA earnings per share rose from €1.0576 as at 31 December 2021 to €1.2379 as at 31 December 2022. This represents an increase of 17.05% and is lower than the increase in total adjusted EPRA earnings due to the increase in the number of issued shares.

Berchem (BE) I Park Kemmelberg
The Company's property portfolio increased by €216,237,030 in 2022. The increase is explained by (i) the acquisition of investment properties (€143,1 million), (ii) the acquisition of development projects (€28.7 million), (iii) the further development of projects already existing (€22.9 million) and (iv) by a further increase in fair value of the total portfolio (€21.4 million). In 2022, seven projects with a value of €61.0 million were also completed.
The real estate experts confirm the fair value of the property portfolio at a total amount of € 932.9 million (excluding €1.4 million in rights in rem). The fair value is equal to the investment value (or the value deed-in-hand, being the value in which all acquisition costs were included) from which the transaction costs were deducted for an amount of 2.5% for the real estate in Belgium, 8.5% for the real estate in The Netherlands and 7.5% for the real estate in Ireland. For real estate in Spain, these are determined by the region where the property is located.
As at 31 December 2022, this item contains €4,958,248 of 'tangible fixed assets for own use'. The increase compared to 31 December 2021 is explained by the further development of the head office in Schoten, of which the provisional delivery took place in January 2022.
The item 'finance lease receivables' includes all final building rights fees that are due for repayment at the end of the contract for the 76 projects in the initial portfolio and during the term of the contract for the projects 'Hof ter Moere' in Moerbeke (BE), 'Hof Driane' in Herenthout (BE), 'De Nieuwe Ceder' in Deinze (BE) and 'Assistentiewoningen De Stille Meers' in Middelkerke (BE).
Unlike the projects in the initial portfolio, for the aforementioned reason, the ground rent for the projects in Moerbeke, Herenthout, Deinze and Middelkerke consists not only of a revenue component, but also of a repayment of the investment value, as a result of which the amount of the receivable will gradually decrease over the term of the leasehold
agreement. 2022.
The decrease in this item is explained by the write-off of the finance lease receivable relating to the 'Residentie De Anjers' project following the sale during the first semester of
The fair value of the finance leases amounted to €197,017,859 on 31 December 2022 and was calculated by discounting all future cash flows at an IRS interest rate applicable on the closing date, depending on the remaining term of the underlying contract, plus a margin. It is important to note that the cash flows included in the calculation are the initial cash flows and thus do not take historical and future indexations into account. Based on this calculation, we reach an average value per assisted living apartment of €90,458, which confirms a conservative valuation of the finance lease receivables.
The difference between the nominal value of the building lease payments (included under the item 'finance lease receivables') and the fair value, which at the time of making available is calculated by discounting future cash flows, is included under the item 'trade receivables' and is depreciated on an annual basis. In this case the decrease in this item can be attributed to the write-off of the trade receivable relating to the 'Residentie De Anjers' project in Balen (BE) following the sale during the first semester of 2022.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| ASSETS | |||
| I. NON-CURRENT ASSETS | 1,156,205,825 | 927,165,460 | |
| B. | Intangible assets | 91,656 | 122,671 |
| C. | Investment properties | 934,268,830 | 718,031,800 |
| D. | Other tangible fixed assets | 4,981,964 | 4,739,677 |
| E. | Financial fixed assets | 26,781,435 | 2,685,847 |
| F. | Finance lease receivables | 177,018,085 | 186,775,769 |
| G. | Trade receivables and other non-current assets | 11,738,065 | 14,809,696 |
| H. | Deferred tax - assets | 1,325,790 | 0 |
| II. CURRENT ASSETS | 18,310,151 | 18,150,751 | |
| D. | Trade receivables | 6,021,636 | 4,514,443 |
| E. | Tax receivables and other current assets | 8,646,882 | 10,167,850 |
| F. | Cash and cash equivalents | 2,371,183 | 2,544,873 |
| G. | Deferrals and accruals | 1,270,450 | 923,585 |
| TOTAL ASSETS | 1,174,515,976 | 945,316,211 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 563,394,815 | 479,258,685 | |
| A. | Capital | 165,048,798 | 160,226,675 |
| B. | Share premium | 246,128,473 | 233,064,630 |
| C. | Reserves | 63,553,245 | 26,312,559 |
| D. | Net result for the financial year | 88,664,299 | 59,654,821 |
| LIABILITIES | 611,121,161 | 466,057,526 | |
| I. Non-current liabilities | 214,947,796 | 296,256,614 | |
| B. | Non-current financial debts | 206,541,529 | 274,600,056 |
| C. | Other non-current financial liabilities | 4,998,048 | 19,494,005 |
| E. | Other non-current liabilities | 1,970,685 | 1,993,405 |
| F. | Deferred tax - liabilities | 1,437,534 | 169,148 |
| II. Current liabilities | 396,173,365 | 169,800,912 | |
| B. | Current financial liabilities | 376,761,772 | 151,220,542 |
| D. | Trade payables and other current liabilities | 13,694,711 | 12,245,266 |
| E. | Other current liabilities | 1,398,649 | 3,550,796 |
| F. | Deferrals and accruals | 4,318,233 | 2,784,308 |
| TOTAL EQUITY AND LIABILITIES | 1,174,515,976 | 945,316,211 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Intangible assets | 91,656 | 122,671 |
| Investment properties | 934,268,830 | 718,031,800 |
| Finance lease receivables and trade receivables | 197,017,859 | 267,844,539 |
| Authorised hedging instruments | 26,778,389 | 2,683,216 |
| Deferred tax - assets | 1,325,790 | 0 |
| Other assets included in the debt ratio | 20,923,978 | 20,348,186 |
| Cash and cash equivalents | 2,371,183 | 2,544,873 |
| TOTAL ASSETS | 1,182,777,684 | 1,011,575,284 |
| Equity | 563,394,815 | 479,258,685 |
| Revaluation gain on finance lease receivables | 8,261,709 | 66,259,073 |
| Debt and liabilities included in the debt ratio (2) | 600,367,347 | 443,610,065 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Intangible assets | 91,656 | 122,671 |
| Investment properties | 934,268,830 | 718,031,800 |
| Finance lease receivables and trade receivables | 197,017,859 | 267,844,539 |
| Authorised hedging instruments | 26,778,389 | 2,683,216 |
| Deferred tax - assets | 1,325,790 | 0 |
| Other assets included in the debt ratio | 20,923,978 | 20,348,186 |
| Cash and cash equivalents | 2,371,183 | 2,544,873 |
| TOTAL ASSETS | 1,182,777,684 | 1,011,575,284 |
| Equity | 563,394,815 | 479,258,685 |
| Revaluation gain on finance lease receivables | 8,261,709 | 66,259,073 |
| Debt and liabilities included in the debt ratio (2) | 600,367,347 | 443,610,065 |
| Other liabilities | 10,753,813 | 22,447,460 |
| TOTAL EQUITY AND LIABILITIES | 1,182,777,684 | 1,011,575,284 |
| DEBT RATIO OF THE COMPANY | 51.99% | 43.97% |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Total assets | 1,174,515,976 | 945,316,211 |
| Liabilities | -611,121,161 | -466,057,526 |
| NET ASSETS | 563,394,815 | 479,258,685 |
| Net value per share | € 20.31 | € 17.80 |
| Total assets | 1,174,515,976 | 945,316,211 |
| Current and non-current liabilities (excluding 'authorised hedging instruments') | -632,901,503 | -449,246,737 |
| NET ASSETS EXCLUDING 'AUTHORISED HEDGING INSTRUMENTS' | 541,614,473 | 496,069,475 |
| Net value per share excluding 'authorised hedging instruments' | € 19.52 | € 18.43 |
| Total assets including the calculated fair value of finance lease receivables | 1,182,777,685 | 1,011,575,284 |
| Current and non-current liabilities (excluding 'authorised hedging instruments' and 'deferred taxes') |
-632,789,758 | -449,077,589 |
| NET ASSETS EXCLUDING 'AUTHORISED HEDGING INSTRUMENTS' AND 'DEFERRED TAXES' AND INCLUDING 'FAIR VALUE OF LEASE RECEIVABLES' (EPRA NAV) |
549,987,928 | 562,497,695 |
| Net value per share excluding 'authorised hedging instruments' and 'deferred taxes' and including 'fair value of finance lease receivables (EPRA NAV) |
€ 19.83 | € 20.89 |
(1) In accordance with the RREC Law, the net value per share is calculated on the basis of the total number of shares less own shares. As at 31 December 2022, the Company did not hold any own shares.
Tax receivables and other current assets amounted to €10,167,850 as at 31 December 2021, and consisted mainly of €8.5 million which was registered in a third-party account with the notary in connection with the purchase of a real estate project, which was completed after year-end. As at 31 December 2022, these amounted to €8,646,882 of which €6.9 million related to recoverable VAT in Spain, as a result of the silent mergers of the Spanish subsidiaries with Care Property Invest Spain Socimi S.L.U.
As a result of the high volume of investments made in the course of 2022, which were primarily financed with loan capital, the Company's financial debts have increased significantly.
As at 31 December 2022, the Company has an MTN programme at Belfius (arranger) amounting to €300 million with dealers Belfius and KBC. The Company has set up the necessary backup lines for this purpose. As at 31 December 2022, the amount already drawn amounts to €30.5 million in commercial paper and €33.0 million in bonds.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Average remaining term of financial debt | 5.94 | 6.55 |
| Nominal amount of current and non-current financial debts | 583,211,873 | 425,932,431 |
| Weighted average interest rate (1) | 2.14% | 1.92% |
| Nominal amount of derivative instruments | 156,106,292 | 156,527,042 |
| Fair value of hedging instruments | 21,780,342 | -16,810,790 |
(1) The weighted average interest rate refers to interest rates after conversion of variable interest rates to fixed interest rates through swaps.
To hedge its debts with a floating interest rate, the Company also uses interest rate swaps. As at 31 December 2022, the Company has hedged 69.42% of its debts, either by means of an interest rate swap or by means of a fixed interest rate. The Company did not enter into any interest rate swaps during the 2022 financial year, as it was targeting a capital increase that has a positive effect on the hedge ratio. The weighted average remaining maturity of the interest rate swaps amounts to 9.68 years.
The consolidated debt ratio, calculated in accordance with Article 13, §1, 2° of the RREC Decree, was 52.37% as at 31 December 2022. Taking into account the net proceeds of the capital increase of 24 January 2023, the debt ratio as at 31 December 2022 would decrease pro forma to 42.93%. The available margin as at 31 December 2022 for further investments and completion of the development projects already acquired before reaching a debt ratio of 60% (imposed by the covenants) amounts to €218.7 million (€489.0 million if the above capital increase is taken into account).
The other non-current financial liabilities relate to the inclusion of the fair value of the financial instruments entered into. The decrease in this liability is a result of the increase in market interest rates. Financial instruments with a positive fair value are included in the item financial fixed assets.
The other non-current liabilities amount to €1,970,685 and have remained virtually unchanged compared to 31 December 2021. They concern the debts relating to the rights in rem for the projects 'La Résidence du Lac' in Genval (BE) and 'Villa Wulperhorst' in Zeist (NL), which are included in the balance sheet in accordance with IFRS 16.
The other current liabilities have decreased in comparison to 31 December 2021 to an amount of €1,398,649 and relate to short-term liabilities with respect to development projects. Of the outstanding amount at 31 December 2021, an amount of €2,242,195 was paid at the beginning of January 2022 within the framework of the completion of the extension of the 'Résidence des Ardennes' project in Attert (BE).
The debt ratio is calculated in accordance with Section 13, paragraph 1, bullet 2 of the RREC-RD and amounts to 52.37% as at 31 December 2022. Given the fact that Care Property Invest exceeds the debt ratio of 50%, it will prepare a financial plan in accordance with article 24 of the RREC RD.
In order to bring the debt ratio back below 50%, a capital increase was initiated in early 2023, which was successfully completed on 24 January 2023.
On the basis of the balance sheet and the global result statement for the 2022 financial year, a forecast has been made for the following financial years, in accordance with the Company's accounting policy and in a manner comparable to the historical financial information.
The following hypotheses are used as points of view:
Assumptions regarding factors that can be influenced by the members of the Company's administrative, management and supervisory bodies directly:
supervisory bodies directly: • Rental income was increased by annual indexation and the impact of new investments. For the rental income for which the indexation took place on 1 January 2023, the effective indexation rates were taken into account (these represent 74% of the total rental income based on the contractual initial rent). Market forecasts were taken into account for the rental income indexed during 2023 (on the anniversary of the contract). The Company can confirm that 96% of the indexations already passed on have been received at the date of this report; • Further fluctuations in the fair value of both the investment properties and the financial instruments have not been included as they are difficult to predict and, moreover, have no impact on the result to be distributed. However, the increased volatility of interest rates may have an impact on the fair value of financial instruments; • Care Property Invest expects no impact from any doubtful debt; • Due to the 'triple net' nature(1) of the agreement, no maintenance costs were
taken into account for the investment properties. In spite of the fact that the finance lease agreements also concern 'triple net' agreements, a limited provision was created for these
agreements.
• Fluctuations in interest rates and the Company's ability to issue or roll over commercial paper.
Taking into account the minimum distribution obligation pursuant to Article 13 of the RREC RD, the Board of Directors will propose to the Company's annual general meeting on 31 May 2023 to distribute a total gross dividend for the 2022 financial year of €27,741,625 or €1.00 per share. After deduction of the 15% withholding tax rate, this represents a net dividend of €0.85 per share.
This represents an increase of 14.94% compared to the dividend paid for the 2021 financial year. The pay-out ratio will therefore be 88.37% at statutory level and 80.78% at consolidated level, based on the adjusted EPRA earnings.
In accordance with Article 13 of the RREC RD, the minimum dividend payment amounts to €25,113,918 for the 2022 financial year. In the event of a positive net result for the financial year, this is the minimum amount that must be paid out as a remuneration for the capital, i.e. 80% of the corrected result less the decrease in debt during the financial year (see chapter 'VII. Financial Statements', item '4.5 Dividend payment obligation pursuant to the Royal Decree of 13 July 2014 concerning RRECs' on page 246).
| Number of shares with rights to dividends | 27,741,625 |
|---|---|
| Remuneration of the capital | € 27,741,625 |
| Gross dividend per share | € 1.00 |
| Gross yield in relation to the share price as at 31 December 2022 | 6.35% |
| Net dividend per share (1) | € 0.85 |
| Net yield in relation to the share price as at 31 December 2022 | 5.39% |
| Dividend payment | 2 June 2023 |
Gross dividend after deduction of the 15% withholding tax.
(1) With the exception of the project 'Les Terrasses du Bois' in Watermaal-Bosvoorde, for which a long-term double net agreement was concluded and the project 'Tilia' in Gullegem for which a long-term single net agreement was concluded.
Based on the aforementioned assumptions, the Company still has sufficient margin to make additional investments before the maximum debt ratio of 65% is exceeded on a consolidated basis. The consolidated debt ratio as calculated in accordance with Section 13 of the RREC-RD amounts to 52.37% as at 31 December 2022 but decreases to 42.93% taking into account the successful capital increase in January 2023.
The Company expects the debt ratio to increase in the 2023 financial year based on additional investments and further completion of the projects currently in development and will end somewhere between 45% and 50%.
The Board of Directors evaluates its liquidity needs in due time and may, in order to prevent the maximum debt ratio from being reached, consider a capital increase, which might include a contribution in kind.
Based on the current existing agreements that will still generate income for an average of 15.61 years, barring unforeseen circumstances, and taking into account the additional shares after the capital increase in January 2023, the Company foresees a stable dividend for the 2023 financial year. The Company's solvency is supported by the stable value of its real estate projects and long-term macro trends, in particular the ageing population in the markets where the Company operates.
Taking into account the current economic uncertainty and its impact on Care Property Invest's results, the Company expects to receive €67 million in rental income for the 2023 financial year, representing an increase in rental income of approximately 24% compared to the 2022 financial year (total rental income for the 2022 financial year amounted to approximately €54 million).
The Company therefore expects, partly due to the impact of rising market interest rates, to realise adjusted EPRA earnings between €1.00 and €1.03 for 2023.
Care Property Invest intends to pay out a gross dividend of at least €1.00 per share for the 2023 financial year. After deduction of the withholding tax rate of 15%, this would result in a net dividend of €0.85 per share.
As a statutory auditor of Care Property Invest nv/sa (the "Company"), we have prepared, upon request by the board of directors, the present report on the forecasts of the adjusted EPRA earnings per share and the rental income for the 12 months period ending 31 December 2023 (the "Forecast") of Care Property Invest nv/ sa, included in the paragraph III.5 "Outlook" of their yearly financial report as of 31 December 2022 as approved by the board of directors on 25 April 2023 of the Company.
The assumptions included in the paragraph III.5 "Outlook" result in the following consolidated financial forecasts for the accounting year 2023:
It is the Company's board of directors' responsibility to prepare the consolidated financial forecasts and the main assumptions upon which the Forecast is based.
It is our responsibility to provide an opinion on the consolidated financial forecasts, prepared appropriately on the basis of the above assumptions. We are not required nor do we express an opinion on the possibility to achieve that result or on the assumptions underlying this 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 related guidance from its research institute and with the standard "International Standard on Assurance Engagements 3400" relating to the examination of prospective financial 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 Care Property
Invest nv/sa.
We planned and performed our work so as to obtain all the information and explanations that we considered necessary in order to provide us with reasonable assurance that the forecasts have been properly compiled on the basis stated.
.
The Company's activities are situated in an economic climate that involves risks. The main risk factors (included here in implementation of Article 3:32 BCCA but explained in detail in a separate section of the annual financial report) which Care Property Invest faces, are regularly monitored by both Management and the Board of Directors, which have defined a prudent policy in this regard and which, if necessary, regularly adjust this policy. The following risks are discussed in detail in Chapter 'I. Risk factors' on page 8 et seq. of this report: operational risks,
financial risks, regulatory risks and other
Care Property Invest has not undertaken any activities within the meaning of Articles 3:6, 3:7, 3:8 and 3:32 BCCA.
On 15 June 2020, the extraordinary general meeting of shareholders decided to grant the (renewed) authorisation to purchase own shares. The purpose of the buy-back programme is to enable the Company to meet its obligations with respect to the remuneration of the executive management of Care Property Invest.
The 9,192 shares in portfolio on 31 December 2021 were transferred to the executive management in the course of the 2022 financial year as part of the execution of the remuneration policy.
As at 31 December 2022, the company no longer has any own shares in its portfolio.
We have examined (a) the adjusted EPRA earnings per share and (b) the rental income of Care Property Invest nv/sa for the 12 months periods ending 31 December 2023 in accordance with the International Standard on Assurance Engagements applicable to the examination of prospective financial information. The board of directors is responsible for the consolidated financial forecasts including the assumptions referenced above. In our opinion the consolidated financial forecasts are properly prepared on the basis of the assumptions and presented in accordance with the accounting policies applied by Care Property Invest nv/sa for the consolidated financial statements of 2022.
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. These differences may be material.
EY Bedrijfsrevisoren bv/ EY Réviseurs d'Entreprises bv Statutory auditor
Christel Weymeersch (1) Partner
(1) Acting on behalf of a bv



10.1 Internal organisation
The internal organisation includes an operations and investment team, a finance and legal team and a sustainability team, which, under the leadership of the COO and CFO, are responsible for the management and further development of the international real estate portfolio and the development of our sustainability strategy and roadmap. The secretariat, HR, ICT and communications support all teams under the leadership of the CEO.
The corporate governance related considerations are described in point '11. Corporate Governance Statement' as from page 74.
| Company's workforce | 2022 | 2021 | 2020 |
|---|---|---|---|
| number of persons connected by an employment contract on 31/12 | 26 | 24 | 20 |
| average number of employees in full-time equivalents during the financial year | 24.2 | 20.9 | 15.3 |
| Date | Type of operation | Authorised capital |
|---|---|---|
| 16/05/2018 | Renewal of authorisation regarding the authorised capital | 114,961,266 |
| Balance 2018 | 114,961,266 | |
| 03/04/2019 | Contribution in kind of the company Immo du Lac nv/ SA, owner of the ''La Résidence du Lac'' project located in Genval |
-4,545,602 |
| 26/06/2019 | Capital increase in cash - optional dividend | -1,831,673 |
| Balance 2019 | 108,583,991 | |
| 15/01/2020 | Contribution in kind of the projects 'La Reposée' and 'New Beaugency' located in Mons and Bernissart respectively |
-7,439,112 |
| 19/06/2020 | Capital increase in cash - optional dividend | -1,624,755 |
| 25/06/2020 | Capital increase in cash - ABB | -13,040,239 |
| Balance 2020 | 86,479,885 | |
| 20/01/2021 | Contribution in kind of the 'Résidence des Ardennes' project located in Attert |
-10,091,030 |
| 17/11/2021 | Contribution in kind of the company Apollo Lier nv, owner of the 'Dungelhoeff' project located in Lier |
-6,692,997 |
| Balance 2021 | 69,695,858 | |
| 20/06/2022 | Capital increase in cash - optional dividend | -1,022,088 |
| 07/07/2022 | Contribution in kind of the company Igor Haacht nv, owner of the 'Klapgat' project located in Haacht |
-3,800,035 |
| Balance 2022 | 64,873,735 | |
| 24/01/2023 | Capital increase in cash - Rights Issue | -55,016,264 |
| Balance 25/04/2023 | 9,857,471 |
The Board of Directors of the Company convened an Extraordinary General Meeting on 5 April 2023 with the proposal to renew the authorisation to the Board of Directors to increase the capital, in one or more transactions, of the Company as part of the authorised capital. However, the required quorum was not reached as a result of which an additional Extraordinary General Meeting was convened on 26 April 2023.
Care Property Invest deviated from the 2020 Code only on a limited number of points in 2022. The deviations from these recommendations could mainly be explained in light of the Company's activities and the associated operation and structure of the Board of Directors.
In revising its Charter and drawing up its remuneration policy (also referred to in the Charter), Care Property Invest decided to deviate from the following recommendations of the 2020 Code:
Recommendation 5.5: in line with the 2020 Code, non-executive directors should not hold more than five directorships in listed companies. Indeed, the Company believes that when comparing the amount of duties of the relevant director within the Company and the time commitment required as a result thereof with the amount and time commitment required of this relevant director in connection with other commitments or mandates in listed companies, in certain cases a deviation from this recommendation might be justified. For this reason, the Charter provides that the Board of Directors can grant permission to deviate from this recommendation. To date, however, no such deviation has been approved by the Board of Directors.
Recommendation 7.6: contrary to the 2020 Code, the Company does not pay its non-executive directors remuneration in the form of shares. This deviation is motivated by the fact that remuneration in shares is not well established in Belgian listed companies and more specifically in the RREC sector. The Company believes that the judgement of these directors - in particular as nonexecutive directors - is not affected by the absence of remuneration in shares. Also, to the Company's knowledge, there
is no international consensus yet that share-based remuneration guarantees that the interests of the non-executive directors are aligned with the shareholders' interests. The Company has decided to await the development of the practice of Belgian listed companies in general or more specifically in the RREC sector and to reconsider on a regular basis whether it could be in the interest of the Company and its shareholders to proceed to (partial) payment of non-executive directors in shares.
Recommendation 7.8: Contrary to the Code 2020, two of the executive directors do not receive variable remuneration. The absence of a variable remuneration and a remuneration in shares for these two executive directors and this distinction in remuneration with the other executive directors (CEO, COO and CFO) is justified in the light of the difference in scope of duties of these directors compared to the other executive directors (CEO, COO and CFO). The duties of the executive directors other than the CEO, COO and CFO mainly consist of the global supervision and monitoring of the day-to-day operations of the Company. In addition, they are always available to the CEO, COO and CFO for consultation and discussion concerning the daily management and operation of the Company. For this reason, the Company does not consider it appropriate to remunerate these executive directors in shares or to grant them a performancerelated remuneration. The Company is of the opinion that the absence of such remuneration does not prevent the interest of these executive directors from being in line with the shareholders' interest and does not affect the judgement of these executive directors.
Care Property Invest ('The Company') recognises the importance of correct and transparent corporate governance and intends to ensure clear communication about this issue with all persons and parties involved. The Board of Directors therefore dedicates this specific chapter to corporate governance in its Annual Financial Report. This sets out the Company's practices relating to correct corporate governance during the relevant financial year, including the specific information required pursuant to the applicable legislation and the Corporate Governance Code.
This Corporate Government Statement is a chapter in the 2022 Annual Report and is part of the Report of the Board of Directors. It describes the situation as at 31 December 2022.
As from 2020, Care Property Invest applies the new Belgian Corporate Governance Code (the '2020 Code'), in addition to compliance with general and sectorspecific legislation and with its own Articles of Association, in accordance with the Royal Decree of 12 May 2019 specifying the corporate governance code to be complied with by listed companies. The Code 2020 is also available on the website of the Belgian Official Gazette and on www. corporategovernancecommittee.be.
The full Corporate Governance Charter (the 'Charter') sets out the principles, rules and agreements that determine the Company's management, checks and balances, and the company structure that form the framework of the Company's corporate governance. The Board of Directors of Care Property Invest subscribes to these principles based on transparency and accountability. This enhances the shareholders' and investors' trust in the Company. From the Company's establishment onwards, Care Property Invest has considered fair and correct business conduct as a main priority. In addition, Care Property Invest attaches a great deal of importance to a good balance between the interests of the shareholders and those of the other parties that are directly or indirectly involved with the undertaking. The Board of Directors guarantees frequent updating of the Charter. On 18 March 2020, the Charter was adapted to the Code 2020, followed by a final update of the Charter on 14 December 2020. The latest version can be consulted on the Company's website, www.carepropertyinvest.be.
The Charter also includes the rules and code of conduct to prevent market abuse and insider dealing (the 'Dealing Code').
The Board of Directors makes every effort to comply at all times with the principles of corporate governance, always taking into account the specific character of the Company and applied the 2020 Code in accordance with the 'comply or explain' principle in 2022. The scope and specific deviations from the 2020 Code are further explained in this Corporate Governance Statement (the 'Statement'). Berchem (BE) I Moretus

The design of the internal controls took account of the COSO-model (Committee of Sponsoring Organisations of the Threadway Commission), which is built around five components that are discussed below. Account was also taken of the guidelines in the context of the Law of 6 April 2010 to strengthen corporate governance in listed companies and autonomous public enterprises and to amend the regulation on professional prohibitions in the banking and financial sector and the 2020 Code.
The five control components considered were:
At least once a year, the Board of Directors examines the internal control and risk management systems set up by the Executive Committee in order to ensure that the main risks (including the risks related to compliance with existing laws and regulations) are properly identified, managed and be notified to the Board of Directors. Mr Dirk van den Broeck, managing director/member of the Executive Committee, was appointed as risk manager, in compliance with Article 17, §5 of the RREC Law. The mandate of Mr Dirk Van den Broeck as risk manager is of indefinite duration. He has the required professional reliability and the appropriate expertise. More information on risk management can be found in section 11.2.3 'Risk management'..
The Compliance Officer shall ensure that Care Property Invest complies with the applicable laws, regulations and rules of conduct, in particular the rules relating to the integrity of the Company's activities, by monitoring of the various risks which the Company runs on the basis of its Articles of Association and activities.
The Company has appointed Ms Nathalie Byl as Reporter/Secretary and Compliance Officer. The Compliance Officer is appointed for an indefinite duration and has the necessary professional reputation and appropriate expertise for the performance of her duties. Internal audit function
The internal audit function within the meaning of Article 17 §3 RREC Law was performed in 2022 by an external consultant, namely Mazars Advisory Services (referred to as the external internal auditor). Mazars Advisory's mandate came to an end on 31 January 2023 after which the internal audit function will be performed by the external consultant, BDO Advisory bv/srl, as of 1 February 2023.
The Company has also appointed Mr Willy Pintens, managing director/member of the Executive Committee, as internal audit manager within the meaning of Article 17 §3 of the RREC Law. Mr Willy Pintens' mandate as internal audit manager is for an indefinite period of time. He has the required professional reliability and appropriate expertise.
For more information on the internal audit, please refer to title 11.2.4 'Control activities'
hereafter.
This section describes the key characteristics of the systems that the Company has specified relating to internal auditing and risk management.
The Audit Committee is responsible for identifying and evaluating the Company's risks and reports to the Board of directors, which approves the framework of the internal control systems and risk management set up by the Executive Committee.
The Executive Committee is responsible for setting up a system of appropriate internal controls in accordance with Article 17 of the RREC Law. In addition, the Executive Committee is responsible for the overall supervision of this internal control system.
The Executive Committee is required to report to the Board of Directors on the internal control system for which it has the final responsibility.
These appropriate internal controls consist of three components, i.e.
The internal control system shall aim in particular to achieve the following elements:
An internal control system is set up within the Company, which is appropriate to the nature, scale and complexity of the business of the Company and its environment.
Care Property Invest has a relatively limited size in terms of employees, which has an impact on the structure and operation of the system of internal controls within the Company.
At least once a year the Audit Committee examines the internal control and risk management systems set up by the Executive Committee in order to ensure that the main risks (including the risks related to compliance with existing laws and regulations) are properly identified, managed and be notified to the Board of Directors. As a result of the adoption of the status of RREC, a risk manager was appointed, in compliance with Article 17, §5 of the RREC Law, namely Mr Dirk Van den Broeck. The risk manager's responsibilities include, among other things, drafting, developing, monitoring, updating and implementing the risk policy and risk management procedures (e.g., whistleblowers' scheme, conflict of interest regulations and the procedures described in the Dealing Code).
On the basis of his position, the risk manager fulfils his role by analysing and evaluating each category of risks facing the Company, both at regular intervals and on an ad hoc basis. On this basis, concrete recommendations can be formulated for the Executive Committee or the Board of Directors (which bears final responsibility for the risk management of the Company).
The Board of Directors annually adopts the risk policy, ensuring correct analysis and estimates of the existing risks as prepared by the risk manager prior to inclusion in the annual report. The Company also provides a specific arrangement according to which staff members may express concerns regarding possible irregularities in financial reporting or other matters in confidence. (the 'whistle-blowers' scheme')
If deemed necessary, arrangements will be made for an independent investigation and appropriate follow-up of these matters, in proportion to their alleged seriousness. Regulations are also made with regard to which staff members can inform the Chairman of the Board of Directors directly.
The Company also has detailed policies on staff, including with regard to integrity, qualifications, training and assessment, and applies a business continuity policy, including a business continuity plan.
As part of its supervisory task, the Board of Directors evaluates twice a year the main risks that give rise to a mention in the halfyearly and annual financial reports on the basis of the reports of the Audit Committee. In addition to these periodic reviews, the Board of Directors closely monitors the risks in its regular meetings and also takes note of the risk analysis and the findings of both internal and external audit.
The organisation is structured in such a way that all the important decisions concerning strategic, financial and operational matters are taken by several different people or are at least be subject to control by the management.
With regard to the financial reporting process, it can be reported that controls are built in which should ensure the quality and accuracy of the reported information.
The internal audit function, within the meaning of Article 17 §3 of the RREC Law, is fulfilled by an external consultant
Care Property Invest's governing body has defined its own corporate culture and ethical rules, subscribing to the principles set out in its integrity policy.
Throughout the Company's organisation, the Company continuously highlights integrity, the ethical values and expertise of the personnel, the management style and its philosophy, the organisational culture in general, the policy relating to delegation of authorisations and responsibilities and the human resources policy. The integrity policy of Care Property Invest forms an inseparable part of its corporate culture and places particular emphasis on honesty and integrity, adherence to ethical standards and the specific applicable regulations. In that regard, the Company or its directors and its employees must conduct themselves with integrity, i.e., in an honest, reliable and trustworthy manner.
The integrity policy specifically includes, but is not limited to the following fields of work:
Care Property Invest has a compliance officer, within the meaning of Article 17 §4 of the RREC Law, who is responsible for ensuring compliance with the rules relating to the integrity of the Company, its directors, its effective leadership, employees and authorised
representative(s) and more specifically for drafting and testing recommendations. The Compliance Officer has always the possibility to directly contact the (chairman of) the Board of Directors. Since 2016, the company has had a compliance function charter, in which the working method and organisation of the compliance functions are explained in more detail.
Furthermore, the Board of Directors supervises the integrity of financial information provided by Care Property Invest, in particular by assessing the relevance and consistency of the accounting standards applied by the Company, as provided for in Article 5 of the RREC RD. This supervision involves assessment of the accuracy, completeness and consistency of the financial information. This supervision covers the regular information before it is disclosed. In doing so, the Audit Committee shall inform the Board of Directors of the methods used for recording significant and unusual transactions, the processing of which may be open to different approaches.
The Board of Directors discusses these significant financial reporting issues with the Audit Committee as well as with the Executive Committee and the statutory auditor. In addition, the Board of Directors can always turn to the CFO, Mr Filip Van Zeebroeck. In this way, the financial reporting process to the Board of Directors is further strengthened. The financial statement and the (semi-)annual financial report are reviewed by the statutory auditor, who explains the work performed as part of his assignment to the Audit Committee.
Care Property Invest has defined its own corporate culture and ethical regulations.
Managing internal control within an organisation is a continuous process that should be evaluated on an ongoing basis and if necessary, adjusted. Periodical assessments are conducted at the level of the Board of Directors concerning the adequacy of internal control and risk management. Among other things, the findings and recommendations of the internal and external auditor constitute an important source of information in this context.
The follow-up procedure consists of a combination of supervision by the Board of Directors and the Executive Committee, and independent objective assessments of these activities based on internal auditor, external auditor or other third parties.
Relevant findings of the internal auditor and/or the statutory auditor relating to guidelines and procedures, segregation of responsibilities and application of IFRS accounting standards are reported to the Audit Committee and, if necessary, the Board of Directors.
In addition, financial information is explained in detail by the CFO in the Executive Committee and subsequently in the Audit Committee, which reports to the Board of Directors.
The Company has no knowledge of any shareholders holding more than 5% of the voting rights, as no notifications have been received to this effect within the context of the transparency legislation.
As at 22 June 2022, KBC Asset Management notified the Company that it no longer exceeds the 3% threshold and has done so since 20 June 2022.
On 24 January 2023, Pensio B notified the Company that as of this date it no longer exceeds the 3% threshold due to a passive fall below the lowest threshold.
On 15 March 2023, Ameriprise Financial Inc notified the Company that it exceeds the 3% threshold as of 10 March 2023 due to the temporary holding of voting rights Care Property Invest by a company within
the group.
Care Property Invest crefers to its website www.carepropertyinvest.be for the publication of these transparency statements.
Other than these new notifications from KBC Asset Management, Pensio B and Ameriprise Financial Inc, the Company did not receive any new notifications during the 2022 financial year and 2023 financial year (up to the date of this report) for exceeding or falling below the 3% threshold.
An overview of the shareholding structure is given in chapter 'IV. Care Property Invest on the stock market' on page 124 of the annual financial report.
(also referred to as an 'external internal auditor'). This auditor is appointed based on a contract 'relating to outsourcing the internal audit function'. The internal auditor performs a risk analysis for each risk area, determining a risk profile and a score for each of these domains.
On the basis of this analysis, a plan is prepared and comprehensive annual audits are conducted of each area, with recommendations being formulated. Since the Company has opted for an external consultant to perform the internal audit function, it has also appointed a managing director internally, who ensures the follow-up of the recommendations of this external internal auditor and monitors his work. In addition, the reports will be submitted to the Board of Directors. The financial reporting function is also subject of frequent evaluation by the internal auditor. Please see the description above with regard to the supervision by the Board of Directors of the integrity of financial information provided by the Company.
The Company always takes into account the findings and possible observations of the internal and external auditor. These provide a guide for the Company to optimise its operations in relation to operational, financial and management matters, as well as risk management and compliance. The Board of Directors receives all internal audit reports and/or periodic summaries thereof. The external internal auditor also provides explanation on the work carried out on a regular basis.
The Board of Directors, on the advice of the Audit Committee, assesses the effectiveness of the internal audit and, in particular, makes recommendations on its operation. It also examines to what extent its findings and recommendations are met.
Communication is an important element of internal control and within Care Property Invest and is adjusted to the size of the organisation. General staff communication, internal memos, working meetings, e-mail and electronic calendars are used for communications. For the records, there is a digital central archive, and documents are also kept in physical form where necessary. The Executive Committee ensures appropriate communication and exchange of information to and from all levels within the Company and ensures that internal control objectives and responsibilities, necessary to support the operation of internal control, are propagated transparently.
Providing periodical financial and other occasional external information is streamlined and supported by appropriate allocation of responsibilities, coordination between the various employees involved and a detailed financial calendar.
b

| End of mandate | After the OGM of 2025 |
|---|---|
| Current position | Director of companies. |
| Background | A law and economics graduate, he was a partner at Petercam until the end of 2010, served on various boards of directors of real estate companies and was involved in the launch of various real estate certificates. He is currently active as a director of real estate companies. His financial expertise contributes to well-considered and well-founded decision making by the Board of Directors. |
| Other current mandates |
Director Meli nv, Patrimmonia Real Estate nv and subsidiaries, Promotus bvba, Radiodiagnose vzw and Radiomatix nv. Also director in Care Property Invest Spain Socimi, S.L.U. |
| Mandates expired in the last 5 years |
Director Warehouses De Pauw Comm. VA (until April 2015), Independent director Omega Preservation Fund (until June 2015), Director Reconstruction Capital II Ltd. (until 2018), Chairman Terra Capital Partners* (mandate expires during 2019) |
| As indicated above with *. |
Mandates in listed companies
| WILLY PINTENS EXECUTIVE DIRECTOR Member of the Executive Committee Member of the Nomination and Remuneration Committee (advisory) Internal Audit Manager ° 11/09/1946 Biezenmaat 10, 8301 Ramskapelle |
|
|---|---|
| Start 1st mandate | Since the establishment of the Company on 30/10/1995 and as managing director since 08/04/1998. |
| End of mandate | After the OGM of 2025 |
| Current position | Retired |
| Background | Commercial Engineer and graduate in Commercial and Consular Sciences, can present a rich professional experience at Belfius Bank in the fields of finance, social profit investments and the public sector, and his expertise gives him the necessary competence as director and managing director to contribute to well-considered and well-founded board decision-making. Since the Company's establishment, Willy Pintens has been very closely involved in the Company's effective management and day-to-day operations. |
| Other current mandates |
/ |
| Mandates expired in the last 5 years |
Director Frontida vzw (mandate expires on 29/12/2021). |
| Mandates in listed companies |
/ |
On 31 December 2022, the Board of Directors consisted of eleven members, five of whom were independent directors who met the conditions of the Article 7:87 BCCA). There are five Executive (Managing) Directors and six non-executive directors. The five managing directors are members of the Executive Committee.
The directors do not have to be shareholders. There are no family ties between the members of the Board of Directors.
In order to improve the continuity of the functioning of the Board of Directors and thus prevent several Directors from resigning at the same time, the Board of Directors drew up a schedule according to which the directors are to resign periodically. Their appointment may be revoked at any time by the general meeting. The directors are eligible for reappointment.
The list of directors is shown on the following pages.
The Annual Meeting held on 25 May 2022 approved the proposals to reappoint the following persons as directors as their terms of office came to an end after the 2022 Annual Meeting:
b
| CAROLINE RISKÉ NON-EXECUTIVE INDEPENDENT DIRECTOR Member of the Nomination and Remuneration Committee Member of the Investment Committee ° 11/05/1964 Vrijgeweide 7, 2980 Zoersel |
|
|---|---|
| Start 1st mandate | 16/09/2015 |
| End of mandate | After the OGM of 2026 |
| Current position | Managing Director/ gerontologist of Adinzo bvba / business manager Senes bvba |
| Background | Qualified Hospital Nurse with a degree in Medical and Social Sciences (Catholic University of Leuven), a Master's degree in Gerontology (Benelux University) and a Post Graduate degree in Healthcare Real Estate. She has attended various courses in subjects such as social legislation and psycho gerontology and has gained experience in a variety of healthcare-related fields. With her expertise, she is able to make a valuable contribution to decision-making by the Board of Directors. |
| Other current mandates |
Managing Director Adinzo bvba |
| Mandates expired in the last 5 years |
Business Manager of Senes bvba which acted as shareholder and manager at C. Consult (Curaedis) (July 2014 to December 2015), Herenhof vzw (end of mandate 2015), Member of Astor vzw |
| Mandates in listed companies |
/ |

NON-EXECUTIVE INDEPENDENT DIRECTOR
Chairman of the Audit Committee Member of the Investment Committee
° 18/10/1954
Rudolf Esserstraat 20 bus 403, 9120 Melsele
| Start 1st mandate | 18/05/2011 |
|---|---|
| End of mandate | After the OGM of 2023 |
| Current position | Chairman of the board of directors of Dorp nr. 2 Koningin Fabiola npo, as well as of the customised work company ACG vzw and the care company De Vijver vzw (npo). |
| Background | Graduated in Commercial and Financial Sciences. Served as General Secretary of the Antwerp Public Social Welfare Centre (OCMW) in the period from 2000 to 2007, with responsibilities including the management of 17 nursing homes (2,400 beds), more than 2,000 assisted living flats and nine general hospitals. As Managing Direcotr of non- profit associations, he is today active in employment, housing and care for people with disabilities. From 2007 to October 2019, Managing Director of Dorp nr 2 Koningin Fabiola vzw, ACG vzw and De Vijver vzw, which are active in the employment, housing and care of people with disabilities. |
| Other current mandates |
Director child abuse trust centre VKA |
| Mandates expired in the last 5 years |
Director Het Orgel in Vlaanderen vzw (mandate ended in 2016) (social organisation). As at 1/11/2021, his mandate ended at Dorp nr. 2 Koningin Fabiola vzw, ACG vzw and De Vijver vzw |
| Mandates in listed companies |
/ |
| Other current mandates |
/ |
|---|---|
| Mandates expired in the last 5 years |
/ |
| Mandates in listed companies |
/ |
| VALÉRIE JONKERS EXECUTIVE DIRECTOR COO Member of the Executive Committee ° 7/09/1985 Kempenlaan 25, 2160 Wommelgem |
FILIP VAN ZEEBROECK EXECUTIVE DIRECTOR CFO Member of the Executive Committee ° 30/05/1979 Cornelis de Herdtstraat 16, 2640 Mortsel |
|||
|---|---|---|---|---|
| Start 1st mandate | 27/05/2020 | Start 1st mandate | 27/05/2020 | |
| End of mandate | 29/05/2024 | End of mandate | 29/05/2024 | |
| Current position | Chief Operating Officer | Current position | Chief Financial Officer | |
| Background | She obtained her law degree at the University of Antwerp and followed various trainings to deepen her specialisation in healthcare real estate. She started her career as a legal consultant in healthcare real estate, advising the various stakeholders (investors, developers, operators and contractors) in relation to healthcare real estate. Since mid- May 2014, she joined Care Property Invest as Investment Manager and since 1 July 2016 as COO and member of the Executive Committee. She is also a Director in a number of Care Property Invest subsidiaries. |
Background | Filip Van Zeebroeck obtained his law degree at the University of Antwerp and subsequently followed a Manama in Business Law at the VUB and UA and in Tax Law at the UA. He started his career at the Bar of Antwerp and then worked as a legal advisor at Moore Stephens Verschelden and SBB in corporate and tax law. Since 22 April 2014, he has been employed by Care Property Invest as Company Lawyer and since 1 July 2016 as CFO and member of the Executive Committee. As part of this, he completed an MBA at the Antwerp Management School and an Executive Master Class in Corporate Finance at the Vlerick Business School. He is also a Director in a number of subsidiaries of Care Property Invest. He was also the Compliance Officer until 31/12/2019. |
|
| Other current mandates |
Various mandates held in subsidiaries of Care Property Invest. | Other current mandates |
Various mandates held in subsidiaries of Care Property Invest as Director or as permanent representative of Care Property Invest. |
|
| Mandates expired in the last 5 years |
Vzw Herenhof (end of mandate June 2017) and various mandates held in subsidiaries of Care Property Invest. |
Mandates expired in the last 5 years |
Only mandates held in various subsidiaries of Care Property Invest. | |
| Mandates in listed companies |
/ | Mandates in listed companies |
/ |
| MICHEL VAN GEYTE NON-EXECUTIVE INDEPENDENT DIRECTOR Member of the Investment Committee Member of the Audit Committee ° 6/02/1966 Sint-Thomasstraat 42, 2018 Antwerp |
INGRID CEUSTERS-LUYTEN NON-EXECUTIVE INDEPENDENT DIRECTOR Member of the Audit Committee Member of the Nomination and Remuneration Committee ° 18/12/1952 P. Benoitstraat 15, 2018 Antwerp |
|||
|---|---|---|---|---|
| Start 1st mandate | 27/05/2020 | Start 1st mandate | 27/05/2020 | |
| End of mandate | 29/05/2024 | End of mandate | 29/05/2024 | |
| Current position | CEO Nextensa nv | Current position | Director of companies | |
| Background | He has been CEO of Nextensa since 22 May 2018. Nextensa is a combination of former real estate developer Extensa and real estate investor Leasinvest Real Estate. He studied at KU Leuven, where he obtained a master's degree in applied economics and a postgraduate degree in Real Estate. In 2016, he also completed an executive master in Corporate Finance at Vlerick Business School. In addition to his position as CEO, he is also a director in Nextensa and its subsidiaries, in Retail Estates and in ULI Belgium. He meets the criteria of Independent Director within the meaning of Article 7:87 BCCA. |
Background | She holds a Master's degree in Dentistry from the VUB and started her career as a dentist at the Maxillofacial Surgery Department of the OCMW Antwerp. After her marriage to Hugo Ceusters, she left the medical sector for what it was and joined the family business, where she has been in charge ever since her husband passed away. In 1996, she completed her training as a real estate agent / syndic. In addition to her commitment to the family business, she is also a board member of the Antwerp Symphony Orchestra, Voka Antwerp, Women on Board, Infrabel and UZ Gent. She also received the IWEC award 2016 (International Women Entrepreneurial Award) and is a Commander in the Order of the Crown: 2008 by HRH King Albert II. She meets the criteria of Independent Director within the meaning of Article 7:87 BCCA. |
|
| Other current mandates |
Various mandates held in subsidiaries of Nextensa Director Retail Estates NV and ULI Belgium |
Other current mandates |
Managing director at Ceusters nv, director at Infrabel nv and Inhu bv and member of the management committee and chairman of the audit committee at UZ Gent. |
|
| Mandates expired in the last 5 years |
/ | Mandates expired in the last 5 years |
Director Infrabel (mandate expires in May 2021) and director Antwerp Symphonic Orchestra. |
|
| Mandates in listed companies |
Director of Nextensa NV and Retail Estates | Mandates in listed companies |
/ |

provided that all directors are present or represented.
Any director may authorize another member of the Board of Directors by letter, e-mail or in another written form to represent him or her at a meeting of the Board of Directors and validly vote in his place.
The Board of Directors may meet by conference call, video conference or similar communication equipment, by means of which all persons participating in the meeting can hear each other. Any director may also provide his or her advice to the chairman by letter, e-mail or other written form.
The Board of Directors may adopt a decision as provided for in the BCCA by unanimous written consent of all directors. If a director has a direct or indirect financial interest that is contrary to a decision or transaction that falls within the powers of the Board of Directors, he shall comply with the provisions of Article 7:96 BCCA. The members of the Board of Directors shall also comply with Articles 37-38 of the public RREC Law.
The decision-making within the Board of Directors may not be dominated by an individual or by a group of directors.
Resolutions are carried by a simple majority of the votes cast. Blank or invalid votes shall not be counted as votes cast. In the event of a tie in the votes of the Board of Directors, the director chairing the meeting shall have a casting vote.
The decisions of the Board of Directors are recorded in minutes after each meeting. They are sent to each director together with the invitation to the next meeting and approved and signed at this meeting.
The minutes of the meeting summarise the discussions, specify the decisions taken and mention any reservations on the part of certain directors. They are kept in a special register held at the Company's registered office. The Board of Directors appointed Ms Nathalie Byl as secretary.
All directors, executive and non-executive, and the latter regardless of whether or not they are independent, must make decisions on the basis of an independent view.
The directors should ensure that they receive detailed and accurate information and should study it thoroughly in order to be able to control the main aspects of the Company's business properly, in the present and the future. They should seek clarification whenever they deem it
necessary.
Although they are part of the same collegiate body, both executive and nonexecutive directors each have a specific and complementary role on the Board. The executive directors provide the Board of Directors with all relevant business and financial information to enable it
The Board of Directors will propose to the Annual General Meeting on 31 May 2023 that the following persons be reappointed as directors, as their mandate will expire after the Annual Meeting in 2024:
• Mr Paul Van Gorp, as a non-executive director, for a term of one year until after the ordinary general meeting of shareholders in 2024.
The Board of Directors has the broadest powers to perform all acts that are necessary or useful for the realization of the object of the Company. The Board may perform all other actions that are not expressly reserved for the general meeting by law or by the Articles of Association. The Board of Directors decides upon the long-term operating strategy, investments, disinvestments and financing strategy of the Company, closes the annual financial statements, and draws up the half-yearly and quarterly financial statements of the RREC.
It draws up the 'Report of the Board of Directors' that contains, among others, the 'Corporate Governance Statement', it decides how the authorised capital is used and convenes the ordinary and extraordinary general meetings of shareholders. It ensures the relevance, accuracy and transparency of communication to the shareholders, financial analysts and the general public, such as prospectuses, Annual and Halfyearly Financial Reports, quarterly statements, and press releases. It is also the body that decides on the Company's Executive Committee structure and determines the powers and duties of the Company's effective managers.
The Board of Directors convenes meetings as often as necessary for the performance of its duties. The Board of Directors normally meets every month, and also whenever this is required in the interests of the Company. The Board of Directors is convened by the Chairman or by two directors whenever the interests of the Company so require. The notice states the place, date, time and agenda of the meeting and is sent by letter, e-mail or other written means at least 48 hours before the meeting. Each director who attends a meeting of the Board of Directors or is represented at such meeting is considered to be regularly called up.
The Board of Directors can only validly deliberate and decide if at least a majority of the directors are present or represented. If this quorum is not reached, a new Board of Directors may be convened with the same agenda, which will validly deliberate and decide if at least two directors are present or represented.
With respect to items not on the agenda, it may only deliberate with the consent of the entire Board of Directors and
See further in the remuneration report, point '11.11.2.4 Overview of the remuneration for directorships in the 2022 financial year' on page 111 hereafter.
The Board of Directors has set up Committees in its midst to assist and advise the Board of Directors in their specific areas. They have no decisionmaking power but report to the Board of Directors, respectively the Executive Committee which takes the final decisions.
On 14 February 2018, the Board of Directors decided to set up a Nomination and Remuneration Committee that, in terms of composition, meets the conditions imposed by the Article 7:100 BCCA and the Code 2020. The chairman of the Board of Directors, Mr Mark Suykens, is chairman of this Committee. Furthermore, the Committee consists of three nonexecutive directors, namely Ms Caroline Riské, Ms Brigitte Grouwels and Ms Ingrid Ceusters. They are regarded as independent directors within the meaning of the Article7:87 of the Belgian Code for Companies and Associations (BCCA).
The Board of Directors is of the opinion that they have the required expertise in the field of remuneration policy. Mr Willy Pintens, managing director and member of the Executive Committee, attends the meetings of the Nomination and Remuneration Committee in an advisory capacity as representative and as member of the Executive Committee.
The Nomination and Remuneration Committee is an advisory body within the Board of Directors and will assist and advise it. It will make proposals to the Board of Directors with regard to the composition and evaluation of the Board of Directors and its interaction with the Executive Committee, the remuneration policy, the individual remuneration of the directors and the members of the Executive Committee, including variable remuneration and long-term performance premiums, that may or may not be linked to shares, in the form of stock options or other financial instruments, and of severance payments, and where applicable, the resulting proposals to be submitted by the Board of Directors to the shareholders.
In its role as remuneration committee, the committee prepares the remuneration report that is added by the Board of Directors in the corporate governance statement as referred to in Article 3:6, §2 BCCA. The remuneration report is further included in this chapter under item '11.11 Remuneration report 2022' on page 110.
to fulfil its role effectively. The nonexecutive directors discuss the strategy and key policies proposed by the Executive Committee in a critical and constructive manner and help to develop these in more detail. Non-executive directors should scrutinize the performance of the Executive Committee in light of the agreed goals.
Directors must treat confidential information they have received in their capacity as directors with due care and may use it only in the context of their mandate.
In accordance with Article 26 of the Articles of Association, the Company shall be validly represented in all its acts, including those in which a public official or ministerial officer cooperates, as well as in judicial matters, either by two directors acting jointly or, within the limits of dayto-day management, by two members of the Executive Committee acting jointly.
During the 2022 financial year, the Board of Directors met 18 times.
The main agenda items handled by the Board of Directors during the 2022 financial year can be summarised as follows:
As at 31 December 2022, the Board of Directors consists of 11 members, 5 of whom are independent directors.
The Board of Directors decided on 13 February 2019 to establish an Audit Committee, the composition of which was last changed on 9 March 2021. The composition of the Audit Committee and the qualifications of its members meet the requirements of section 7:99 BCCA, as well as the Code 2020.
The committee consists of 5 non-executive directors, namely Mr Paul Van Gorp, as chairman, Ms Ingrid Ceusters, Mr Mark Suykens, Ms Brigitte Grouwels and Mr Michel Van Geyte. Mr Dirk Van den Broeck participates as a representative of the Executive Committee and as a member with an advisory vote.
All members of the Audit Committee have the collective expertise required by law with regard to the activities of the audited company. The independent directors who sit on the Audit Committee and the Board of Directors of Care Property Invest all meet the criteria set out in Article 7:87 BCCA and the Code 2020.
In summary, the Company's Audit Committee has the task of ensuring the accuracy and reliability of all financial information, both internal and external.
It ensures that the Company's periodic financial reports give a true, fair and clear picture of the situation and of future prospects of the Company and audits in particular the annual and periodic financial statements before they are published. The Audit Committee also verifies the correct and consistent application of the various applied accounting standards and valuation rules. It also monitors the independence of the statutory auditor and has an advisory role during the (re)appointment of the statutory auditor.
The Audit Committee meets at least 4 times a year, i.e., at the end of each quarter, and then reports its findings to the Board of Directors. Its main tasks are the following:
The Nomination and Remuneration Committee shall meet at least twice a year and whenever it deems it necessary for the proper performance of its duties. The Chairman of the Nomination and Remuneration Committee, in consultation with the managing director who participates in the meetings with an advisory vote as representative of the Executive Committee, draws up the agenda for each meeting of the Nomination and Remuneration Committee. The Committee reports regularly to the Board of Directors about the exercise of its tasks. The Nomination and Remuneration Committee evaluates at least every three years its efficiency, its functioning and its synergy with the Board of Directors, revises its internal regulations and recommends subsequently, when applicable, the necessary modifications to the Board of Directors.
A more detailed description of the role, functioning and responsibilities of the Nomination and Remuneration Committee can be found in the Charter, which is available on the website www. carepropertyinvest.be.
During the 2022 financial year, the Nomination and Remuneration Committee met 3 times to discuss the following matters:
The Board of Directors decided on 13 February 2019 to establish an Investment Committee, the composition and functioning of which was amended on 4 November 2020. The members, in diverse fields within both the real estate and economic domains, have the desired professional experience and the necessary educational background. This allows the different skills of its members to be deployed according to the nature and needs of the investment dossier presented.
The Committee consists of four non-executive directors, namely Mr Mark Suykens as chairman, Mr Michel Van Geyte, Ms Caroline Riské and Mr Paul Van Gorp. The independent directors who have a seat on the Investment Committee all meet the criteria set out in section 7:87 BCCA and the 2020 Code.
The Investment Committee is an advisory body charged with the task of advising on investment and possible divestment files in order to speed up the decision-making process. The Board of Directors, respectively the Executive Committee, remains responsible for supervising and taking the final decision on this matter. The Investment Committee carries out its task in accordance with the Company's Integrity Policy.
The Investment Committee meets on an ad hoc basis, i.e., whenever the discussion of a concrete file is deemed necessary. The Investment Committee then formulates its findings and verdict on a file to the Board of Directors. The final decision on a handled file is always taken by the Board of Directors, respectively the Executive Committee of the Company.
The Investment Committee is responsible for the following tasks:
In the Charter, which is available on the Company's website, www.carepropertyinvest.be, a more detailed description of the role, functioning and responsibilities of the Investment Committee is included.
The Company's internal auditor and statutory auditor report to the Audit Committee on the important issues that they identify during their assignment for the statutory audit of the financial statements. The Audit Committee gives an explanation of this to the Board of Directors.
The Audit Committee makes recommendations to the Board of Directors regarding the selection, appointment and reappointment of the external auditor and regarding the conditions of his appointment. The Board of Directors submits the Audit Committee's proposal to the shareholders for approval.
A more detailed description of the role, functioning and responsibilities of the Audit Committee has been included in the Charter, which is available on the website www. carepropertyinvest.be.
La Reposée (BE) I Bergen


| Name | Board of Directors Executive Committee | Audit Committee | Nomination and Remuneration Committee |
Investment Com mittee |
|
|---|---|---|---|---|---|
| Peter Van Heukelom | 17/18 | 18/18 | - | - | - |
| Valérie Jonkers | 17/18 | 18/18 | - | - | - |
| Filip Van Zeebroeck | 16/18 | 18/18 | - | - | - |
| Willy Pintens | 14/18 | 18/18 | - | 3/5 | - |
| Dirk Van den Broeck | 17/18 | 18/18 | 5/5 | - | - |
| Mark Suykens | 16/18 | - | 5/5 | 5/5 | 11/11 |
| Ingrid Ceusters | 15/18 | - | 4/5 | 5/5 | - |
| Brigitte Grouwels | 16/18 | - | 5/5 | 5/5 | - |
| Caroline Riské | 16/18 | - | - | 5/5 | 10/11 |
| Michel Van Geyte | 10/18 | - | 4/5 | - | 4/11 |
| Paul Van Gorp | 16/18 | - | 5/5 | - | 11/11 |
In accordance with Article 7:121 of BCCA and Article 27 of the coordinated Articles of Association, the Board of Directors delegated management powers to the Executive Committee. The Executive Committee is responsible for the daily management of the Company. The role, functioning and composition of the Executive Committee have been determined, in addition to the Statutes, by the Board of Directors and are described below.
The role of the Executive Committee mainly consists of:
• Implementing the decisions made by
the Board of Directors. • Performance of the daily management of the Company and reporting to the Board of Directors accordingly. • A suitable governance structure and implementing and maintaining an administrative, accounting, financial and technical organisation that enables the Company to perform its activities and organise suitable controls, such in accordance with the RREC Law, based
on a reference framework as approved by the Board of Directors. • Supervision of the financial reporting
process in accordance with the applicable standards for annual financial statements, the accounting standards and the valuation rules of the
• Proposing a balanced and comprehensible assessment of the Company's financial situation, the budget and the business plan to the Board of Directors.
• Implementing general management of the property assets insofar not already inherent in the items above.
The full board.
The powers of the Executive Committee include at least the following elements:
The CEO, who is also a managing director, has, next to his responsibility as the Chairman of the Executive Committee, a general and coordinating function and is responsible for the daily management of the Company. As head of staff he is also responsible for the general management and supervision of the team, including determination of the task allocation and monitoring of their presence, missions and performance.
The CFO, who is also an executive director, leads the finance team in addition to his mandate within the Executive Committee.
The COO, who is also the managing director, is in charge of the operational and investment team in addition to her mandate within the Executive Committee.

The other managing directors provide general supervision of the day-to-day operations and take on the role of internal audit manager on the one hand and risk manager on the other.
Article 26 of the Articles of Association provides that the Company in all its actions, including legal representation, is validly represented by two members of the Executive Committee acting jointly, within the limits of the Executive Committee.
The Executive Committee and its members exercise their powers in accordance with the Charter, the Company's Articles of Association, the decisions of the Executive Committee and of the Board of Directors, the specific or general guidelines of the Board of Directors, the provisions of the BCCA, the provisions of the RREC legislation and any other applicable legal, administrative or regulatory provisions.
The Committees support the Executive Committee in a number of its aforementioned powers. If there is a conflict of interest on the part of one of the members of the Executive Committee, this member shall refrain from the deliberations and decisions taken by the other members of the Executive Committee.
As at 31 December 2022, the Executive Committee consisted of the following persons, all effective managers in the sense of Article 14 of the Act of 12 May 2014, as altered by the Act of 22 October 2017:
| Name | Function | Start of first mandate |
End of mandate of the Executive Committee |
|---|---|---|---|
| Peter Van Heukelom | Chief Executive Officer (CEO) and managing director Chairman of the Executive Committee |
21/05/2003 | After the OGM of 2026 |
| Dirk Van den Broeck | Managing (executive) director and Risk Manager |
30/10/1995 | After the OGM of 2025 |
| Willy Pintens | Managing (executive) director and internal audit manager |
30/10/1995 | After the OGM of 2025 |
| Filip Van Zeebroeck | Chief Financial Officer (CFO) and managing (executive) director |
07/01/2016 | After the OGM of 2024 |
| Valérie Jonkers | Chief Operation Officer (COO) and managing (executive) director |
07/01/2016 | After the OGM of 2024 |
The term of office of the members of the Executive Committee coincides with the duration of their term of office in the Board of Directors.
See further in the remuneration report, point 'Global overview (gross) remuneration of the Executive Directors for the 2022 financial year (in €)' on page 118 hereafter.
All directors of the Company have declared that they have not been convicted of fraud offences during the aforementioned five years.
In addition, all directors of the Company have declared that, as members of a management, executive or supervisory body, they have not been involved in any bankruptcy, suspension of payments or liquidation or any company under administration during the aforementioned five years. However, Valérie Jonkers, Willy Pintens and Peter Van Heukelom were members and directors of Frontida, a nonprofit association with registered offices at Horstebaan 3, 2900 Schoten, registered in the Kruispuntbank van Ondernemingen under number 0505.856.879. This NPO was established within the framework of the subscription to a public tender relating to a project of the Company for the realisation of facilities for elderly care in Balen (Belgium). This NPO was dissolved, with immediate closure of the settlement, on 29 December 2021, as the public tender was not awarded to the Company and the NPO was never operationally active, leaving the NPO with no reason to exist.
Additionally, all directors have declared that they have not been the subject of any official and publicly expressed accusations and/or sanctions imposed by any statutory or supervisory authority, nor have they been declared incompetent to act as (i) members of the administrative, management or supervisory bodies of an issuer or (ii) as part of the management or pursuit of the activities of an issuer by any
court.
No family relationships exist between the members of the administrative, management or supervisory bodies.
The Company has not entered into any employment agreements with the members of the administrative, management and supervisory bodies. Only severance pay is planned in the management agreements with the executive management (the CEO, CFO and COO), which never amounts to more than eighteen months of the annual (fixed) remuneration. There were no departing directors or members of management since 1 January 2022 to the date of this document and therefore no severance
payments were paid out during that period.
The following directors hold following shares in the Company as at the date of 31 December 2022:
The CEO, CFO and COO purchased a number of shares in the Company as part of the 2019bis share purchase plan in 2022(2). This purchase was paid with part of the variable remuneration paid in cash to the CEO, CFO and COO under the (previous) 2019-2021 remuneration policy. These shares were vested immediately, and are subject to a two-year lock-up.
| Number of shares | Acquisition date | |
|---|---|---|
| Valérie Jonkers | 1,600 | 1 April 2022 |
| Peter Van Heukelom | 6,992 | 1 April 2022 |
| Filip Van Zeebroeck | 600 | 1 April 2022 |
The Board of Directors takes into account gender diversity, diversity in general and complementarity in terms of skills, experience and knowledge when defining the longterm values, core policies, standards and objectives of the Company. The Nomination and Remuneration Committee also takes this intended diversity within the Board of Directors into account when formulating advice regarding the appointment of directors, members of the Executive Committee and other leaders.
After all, such a diversity policy makes it possible to approach problems from different points of view within the Board of Directors and within the Executive Committee, thus contributing to balanced decision-making.
On the basis of Article 7:86 BCCA, at least one third of the members of the Board of Directors (rounded up to the nearest whole number) must be of a different gender from the other members. As at 31 December 2022, the Board of Directors consists of 4 women and 7 men, as a result of which this one-third rule has already been complied with.
Care Property Invest will continue to strive to maintain this gender diversity when proposals for appointment are considered.
Each director and effective manager is encouraged to arrange his/her personal and business affairs so as to avoid any direct or indirect conflicts of interest with the Company. With regard to the regulation of conflicts of interest, the Company is subject to the legal rules, being articles 7:86 BCCA and 36 to 38 of the RREC Law and the rules in its Articles of Association and in the Charter.
Without prejudice to the application of legal procedures, the Company's Charter sets out specific procedures to offer a way of resolving potential conflicts.
The Board of Directors ensures that the Company is managed exclusively in the Company's interests and in accordance with the provisions of the RREC legislation. The integrity policy attached to the Charter also sets out rules relating to conflicts of interest.
If a director has, directly or indirectly, an interest of a proprietary nature that conflicts with a decision or transaction falling within the competence of the Board of Directors, he or she must comply with the provisions of Article7:96 BCCA. This means that all directors must notify the Board of Directors and the statutory auditor of any conflicts of interest when they arise and must abstain from voting on these matters. Any abstention due to a conflict of interest must be disclosed in accordance with the relevant provisions of the BCCA and is therefore reported in the annual report.
The members of the Board of Directors must also comply with Articles 36 to 38 of the RREC Law.
In addition to the provisions of the BCCA and the rules on conflict of interest arising from the RREC Law, Care Property Invest requires each (managing) director or member of the Executive Committee to avoid conflict of interest as far as possible.
If a conflict of interest (not covered by the statutory regulations on conflicts of interest) nevertheless arises in relation to a matter that falls within the competence of the Board of Directors or the Executive Committee, and on which it must take a decision, the director in question must notify his or her fellow directors of this. They then decide whether the member concerned may or may not vote on the matter to which the conflict of interest relates and whether he/she may attend the discussions on this matter. It is explicitly made clear here that non-compliance with the above (additional) rules on conflicts of interest cannot affect the validity of decision-making by the Board of Directors.
Care Property Invest also serves the procedure of the then applicable Article 7:97 BCCA. In the financial year 2022, the Company had no persons qualifying as affiliated persons within the meaning of Section 7:97 BCCA, being natural persons or legal entities affiliated with the Company and which are not a subsidiary
of the Company.
(1) 5,000 shares are held by Patrimmonia Real Estate NV, which is controlled by Dirk Van den Broeck.
(2) This purchase was made at a price per share equal to the weighted average stock market price during the period of twenty (20) trading days preceding the day before the date of signing the purchase agreement, multiplied by 100/120th. The Company considers this to be a market-based price, and justifies the discount with, among other things, the lock-up period of 2 years.
The Board of Directors ensures that in accordance with the provisions of the RREC Law, the Company is managed in the sole corporate interest.
Transactions between the Company or an affiliated company and a member of the Board of Directors, the Executive Committee or member of staff must always be conducted at market-based conditions, under the supervision of the Board of Directors.
Pursuant to Article 37 of the RREC Law, the Company must notify the FSMA in advance if one of the persons referred to below acts as a counterparty in a property transaction with the Company or with a company over which it has control, or if any benefits are gained through such a transaction by persons including those listed below:
In its notification of the FSMA, the RREC must show its interest in the planned transaction and that the transaction in question forms part of the normal activities of the RREC. If the FSMA finds that the information in the aforementioned notice is insufficient, incomplete, inconclusive or irrelevant, it shall notify the RREC accordingly. If no action is taken in response, the FSMA may publish its position.
These transactions must be conducted on an arm's length basis. When a transaction that takes place in the circumstances described above relates to property as referred to in Article 47 § 1 of the RREC Law, the valuation of the expert is binding for the RREC (for determining the minimum price in the case of a transfer, or the maximum price in the case of an acquisition).
The transactions referred to above, as well as the information contained in the preceding notice to the FSMA, must be disclosed immediately and explained in the annual financial report and the statutory auditor's report.
Pursuant to Article 38 of the RREC Law, these provisions do not apply to:
Pursuant to Article 7:96 BCCA, a director who has a direct or indirect interest of a patrimonial nature that conflicts with the Company's interest in connection with a decision or transaction that falls within the competence of the Board of Directors must notify the other directors thereof before the Board of Directors takes a decision. The conflicted director's statement and explanation of the nature of this conflicting interest shall be minuted. In the minutes, the Board of Directors shall describe the nature of the decision or transaction and its patrimonial consequences for the Company and justify the decision taken. This part of the minutes shall be included in full in the annual report or in a document filed together with the financial statements. The minutes shall be communicated to the statutory auditor without delay.
In the minutes of the meeting of the Board of Directors held on 9 March 2022, a conflict of interest was noted on behalf of Messrs Peter Van Heukelom, Filip Van Zeebroeck, Paul Van Gorp and Ms Valérie Jonkers, Ms Caroline Riské and Ms Brigitte Grouwels. The minutes state:
'Peter Van Heukelom, Filip Van Zeebroeck and Valérie Jonkers declared that they had a conflict of interest within the meaning
of Article 7:96 of the BCCA, given that they are beneficiaries of the bonus as explained in agenda item 7. Consequently, they were excluded from the deliberation and vote for this specific agenda item.
Peter Van Heukelom declared that he had a conflict of interest within the meaning of Article 7:96 of the BCCA in view of agenda item 11 concerning his reappointment as director. Consequently, he was excluded from the deliberation and vote on this specific agenda item.
Paul Van Gorp, Carol Riské and Brigitte Grouwels declared that they had a conflict of interest within the meaning of Article 7:96 of the BCCA in view of item 12 on the agenda concerning their reappointment as directors. Consequently, they were excluded from the deliberation and vote for this specific agenda item.'
In the minutes of the Board of Directors' meeting of 17 May 2022, a conflict of interest was noted in respect of Ms Caroline Riské. The minutes state:
'Carol Riské declares to have a conflict of interest within the meaning of Article 7:96 of the Code of Companies and Associations given that agenda item 7 deals with the divestment of the Balen project in which she acts as a consultant to Astor VZW. Consequently, she is withheld from the deliberation and vote on this particular agenda item.'
In the minutes of the Board of Directors' meeting of 21 December 2022, a conflict of interest was noted on the part of Messrs Peter Van Heukelom, Filip Van Zeebroeck and Ms Valérie Jonkers. The minutes state:
'Before proceeding to the discussion and decision on the agenda, the following matters are reported:

were/are beneficiaries of the (variable) remuneration policy of the Company for the 2021 financial year (the Variable Remuneration 2021). As such, the decision with regard to the Variable Remuneration 2021 may have proprietary consequences for Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck which are conflicting with the interest of the Company, as each of them would (could) have been entitled to remuneration at the expense of the Company pursuant to the Variable Remuneration 2021.
(iii)
Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck declare, in application of Article 7:96 of the Code of Companies and Associations, to have an interest of a patrimonial nature, conflicting with that of the Company, with regard to the decision under item 7 on the agenda, as on the one hand they were/are directors of the Company and on the other hand, as managers of the Company, they were/are beneficiaries of the (variable) remuneration policy of the Company for the 2022 financial year (the Variable Remuneration 2022). As such, the decision with regard to the Variable Remuneration 2022 may have proprietary consequences for Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck that are contrary to the interest of the Company, as each of them would (could) have been entitled to remuneration at the expense of the Company pursuant to the Variable Remuneration.
Prior to the discussion of this agenda item, Peter Van Heukelom left the meeting as he had a financial interest that could conflict with that of the Company, as explained above. Prior to the discussion of this agenda item, the directors present confirmed that they had taken note of Peter Van Heukelom's statement regarding the aforementioned conflict of interest. The directors present foresees that, despite Peter Van Heukelom's absence, the Board of Directors is validly constituted to deliberate and decide on this agenda item and resumes its deliberations. The directors present took note of the Variable Remuneration 2020 and consulted the resolution 'Approval parameters variable remuneration management over financial year 2020' of the Board of Directors of the Company dated 18 March 2020 (the Resolution dated 18 March 2020). The directors present foresee that the Variable Remuneration 2020 sets out the performance criteria used by the Company for the (variable) remuneration of its management for the year 2020. The directors present unanimously consider that the Variable Remuneration 2020 serves the purpose of attracting, rewarding and retaining management expertise with a view to achieving the Company's strategic objectives and sustainable long-term value creation. For the proprietary implications of the Variable Remuneration 2020, the directors present consulted the information included in the applicable remuneration policy and remuneration report respectively submitted to the general meeting of shareholders. The
directors present then concluded that the terms and modalities of the Variable Remuneration 2020 were/are at arm's length, and that the Resolution dated 18 March 2020 was/is in the Company's interest and was validly taken by the Board of Directors of the Company. After deliberation, the directors present unanimously resolved, as far as necessary, to confirm the Variable Remuneration 2020 and to ratify (with retroactive effect) the Resolution dated 18 March 2020.
Prior to the discussion of this agenda item, Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck left the meeting as they had a financial interest that could conflict with that of the Company, as explained above. The directors in attendance confirmed that, prior to the discussion of this agenda item, they had taken note of the declarations of Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck regarding the aforementioned conflicts of interest. The directors present foresees that, despite the absence of Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck, the Board of Directors is validly constituted to deliberate and decide on this agenda item and resumes deliberation. The directors present took note of the Variable Remuneration 2021 and consulted the resolution 'Approval parameters variable remuneration management over the 2021 financial year' of the Board of Directors of the Company dated 9 March 2021 (the Resolution dated 9 March 2021). The directors present foresee that the Variable Remuneration 2021 sets out the performance criteria used by the Company for the (variable) remuneration of its management for the year 2021. The directors present unanimously consider that the Variable Compensation 2021 serves the purpose of attracting, rewarding and retaining management expertise, in view of achieving the Company's strategic objectives and sustainable long-term value creation. For the proprietary implications of the Variable Remuneration 2021, the directors present consulted the information included in the applicable remuneration policy and remuneration report respectively submitted to the general meeting of shareholders. The directors present are unanimously of the opinion that the terms and modalities of the Variable Remuneration 2021 were/are at arm's length, and that the Resolution dated 9 March 2021 was/is in the interest of the Company and was validly taken by the Board of Directors of the Company. After deliberation, the directors present unanimously resolved, as far as necessary, to confirm the Variable Remuneration 2021 and to ratify (with retrospective effect) the Resolution dated 9 March 2021.
Prior to the discussion of this agenda item, Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck left the meeting as they had an interest of a patrimonial nature conflicting with that of the Company, as explained above.
The directors in attendance confirmed that, prior to the discussion of this agenda item, they had taken note of the declarations of Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck regarding the aforementioned conflicts of interest. The directors present foresee that, despite the absence of Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck, the Board of Directors is validly constituted to deliberate and decide on this agenda item and resumes deliberation. The directors present took note of the Variable Remuneration 2022 and consulted the resolution 'Approval parameters variable remuneration management over the 2022 financial year' of the Board of Directors of the Company dated 4 April 2022 (the Resolution dated 4 April 2022). The directors present foresee that the Variable Remuneration 2022 sets out the performance criteria used by the Company for the (variable) remuneration of its management for the year 2022. The directors present unanimously consider that the Variable Compensation 2022 serves the purpose of attracting, rewarding and retaining management expertise, in view of achieving the Company's strategic objectives and sustainable long-term value creation. For the proprietary implications of the Variable Compensation 2022, the directors present consulted the information included in the applicable remuneration policy that was submitted to the general meeting of shareholders, and pointed out that the Variable Compensation 2022 effectively subject to pay will be included in the remuneration report for the 2022 financial year that will be submitted to the general meeting in 2023. The directors present are unanimously of the opinion that the terms and modalities of the Variable Compensation 2022 are at arm's length, and that the Resolution dated 4 April 2022 was/is in the best interests of the Company and was validly passed by the Board of Directors of the Company. After deliberation, the directors present unanimously resolved, as far as necessary, to confirm the Variable Remuneration 2022 and to ratify (with retrospective effect) the Resolution dated 9 March 2022.
In the minutes of the Nomination and Remuneration Committee meeting of 9 March 2022, a conflict of interest was noted on the part of Ms Caroline Riské and Ms Brigitte Grouwels. The minutes state: 'Carol Riské and Brigitte Grouwels declare a conflict of interest within the meaning of Article 7:96 of the Code of Companies and Associations given that agenda item 7 deals with their reappointment as directors. Consequently, they are restrained from deliberating and voting on this particular agenda item.'
The Company is not aware of any potential conflicts of interest between the directors' duties to the Company, on the one hand, and their own interests and/or their other duties, on the other, except in relation to (the remuneration under) the management agreements with the CEO, CFO and COO. However, the Board of Directors does not expect these circumstances to result in the CEO, CFO and COO having a conflict of interest with their obligations to the Company.
The Board of Directors has published its policy on the prevention of market abuse and insider trading in the Charter.
The independent compliance function is carried out by Ms Nathalie Byl. The Company has drawn up a charter of the compliance function in which the objective and the functioning of the compliance function are set out in accordance with the FSMA circular. The Board of Directors, the Executive Committee and the staff of the Company have taken note of this Charter.
The compliance officer ensures, amongst other things, that the rules of conduct and the declarations relating to transactions on Care Property Invest shares, carried out by directors and other insiders for their own account, are observed, in order to limit the risk of insider trading.
In response to the decision of the Extraordinary General Meeting of 15 June 2020, the Board of Directors is allowed to acquire and hold in pledge own shares with a maximum of ten per cent (10%) of the total issued shares, to a unit price not lower than ninety per cent (90%) of the average rate of the last thirty (30) days of the listing of the share on the regulated market of Euronext Brussels, nor higher than hundred and ten per cent (110%) of the average rate of the last thirty (30) days of the listing of the share on the regulated market of Euronext Brussels, or a maximum increase or decrease of ten per cent (10%) in comparison with the above mentioned rate.
This approbation is granted for a renewable period of five (5) years, counting from publication in the attachment of the Belgian Official Gazette of the decision of the Extraordinary General Meeting of 15 June 2020.
The Board of Directors is permitted, in particular, to acquire, hold in pledge and sell the own shares of the Company without prior decision of the general meeting when this acquirement or sale is necessary to avoid serious or threatening damage to the Company for a duration of five (5) years, counting from publication in the Belgian Official Gazette of the decision of the Extraordinary General Meeting of 15 June 2020.
The Company can sell its own shares, in or out of stock market, with respect to the conditions set by the Board of Directors, without prior permission of the general meeting, provided they respect the applicable market regulations.
Pursuant to this authorisation, the Board of Directors is authorised to alienate its own shares listed within the meaning of Article 1:11 BCCA within the meaning of Article 7:218, §1, paragraph 1, 2° BCCA, on the basis of which the Board of Directors is also authorised to alienate its own shares without the authorisation of the general meeting.
The permissions that are mentioned above are also applicable to the acquisition and sale of shares of the Company by one or multiple direct subsidiaries, in terms of the legal regulations concerning the acquisition of shares of the parent company by its subsidiaries.
In the 2022 financial year, the Company acquired 7,500 own shares. The Company no longer holds any own shares as at 31 December 2022.
Under the direction of its Chairman, the Board of Directors evaluates, every two to three years, its size, composition, operation and interaction with the Executive Committee. Prior to any reappointment of directors, the individual contribution, commitment and effectiveness of each director shall be assessed in accordance with the evaluation procedure.
The evaluation process has four objectives:
The non-executive directors should regularly (preferably once a year) assess their interaction with the Executive Committee. They must meet for this purpose at least once a year, in the absence of the Executive Committee members.
The contribution of each director is reviewed periodically - taking account of changing circumstances - in order to be able to adjust the composition of the Board of Directors.
The Board should act on the basis of the results of the evaluation by recognising its strengths and addressing its weaknesses. Where appropriate, this will mean that nominations are made for new members, proposals are made not to reappoint existing members or that measures are taken that are deemed to be conducive to the effective functioning of the Board of Directors.
The Board of Directors ensures that the necessary measures are taken to provide for orderly succession of the members of the Board of Directors. The Board also ensures that all appointments and reappointments of both executive and non-executive directors make it possible to maintain an appropriate balance of skills and experience on the Board.
The Board of Directors is assisted in this evaluation process by the Nomination and Remuneration Committee.
Under the leadership of the Chairman, the Board of Directors evaluates its size, composition and functioning every 2-3 years.
This remuneration report falls within the framework of the provisions of the Belgian Corporate Governance Code of 12 May 2019 (the '2020 Code') and of Article 3:6, §3 of the BCCA. The remuneration report is included as a specific section in the Corporate Governance Statement, which forms part of the annual report of Care Property Invest (or the 'Company').
In accordance with Article 7:149 of BCCA, the Company reports that the remuneration report, which was submitted to the shareholders' advisory vote as part of the annual report for the 2022 financial year, was approved (3,070,762 votes in favour, 2,645,050 votes against, 289,230 abstentions) at the Ordinary Annual General Meeting of Shareholders held on 25 May 2022. The Company remains committed to open and transparent reporting on remuneration and has taken feedback into account in the preparation of this remuneration report for the 2022 financial year.
The Nomination and Remuneration Committee assists the Board of Directors in its policy and prepared this remuneration report. The 2022 remuneration report relates to the remuneration paid or definitively due to the persons concerned for the performance year 2022.
A general overview regarding the Company's performance and the main events, developments and decisions that affected it, is presented in the Report of the Board of Directors starting on page 39 and additionally, the evolution of the Company's development is also specifically consulted in the table 'Overview of the evolution over the last 5 financial years' on page 119.
Following the entry into force of the law of 28 April 2020, Care Property Invest is required to submit its remuneration policy to the binding approval of the ordinary general meeting.
The Ordinary General Meeting of shareholders of 25 May 2022 approved the new remuneration policy (5,954,574 votes in favour, 50,468 votes against, 0 abstentions). The policy applies to the remuneration of the members of the Board of Directors and the members of the Executive Committee for the 2022 financial year up to and including 2024. Upon any material change and at least every four years, the remuneration policy is resubmitted to the ordinary general meeting of shareholders for approval.
The applicable remuneration policy is available on the Company's website. In application thereof, the Company granted the remuneration for the 2022 financial year as shown below.
In accordance with the decision of the Ordinary General Meeting of 25 May 2022, the Chairman of the Board of Directors received a fixed remuneration of €20,000 for the 2022 financial year. The other Non-Executive Directors received an annual fixed remuneration of €10,000 and an attendance fee of €750 was granted to the directors per attendance at the respective meetings of the Board of Directors, the Nomination and Remuneration Committee, the Audit Committee and the Investment Committee. All remunerations are fixed, flat-rate payments. The non-executive directors did not receive any variable remuneration or a sharerelated remuneration.
In accordance with the 2022 remuneration policy, the Executive (Managing) Directors, with the exception of the CEO, CFO and COO, received the same remuneration as the Non-Executive Directors for the exercise of their directorship (cf. 11.11.2).
In addition, they received an additional fixed remuneration of €10,000 for their mandate as a member of the Executive Committee, supplemented by a fixed representation allowance of €1,800 per year.
For their participation in the meetings of the Executive Committee, an attendance fee of €750 per meeting was also granted. Finally, they also received a per mileage allowance.
These allowances are fixed, flat-rate allowances. There is no variable remuneration provided, nor is there a sharelinked remuneration.
The CEO, CFO and COO do not receive any remuneration in their capacity as Director.
| 2022 | Board of Directors |
Audit Committee |
Nomination and Remuneration Committee |
Investment Committee |
Fixed remuneration |
Attendance fee |
Total remuneration |
|
|---|---|---|---|---|---|---|---|---|
| Name | Mandate Attendances |
|||||||
| Peter Van Heukelom |
Executive Director |
17/18 | - | - | - | - | - | - |
| Valérie Jonkers |
Executive Director |
17/18 | - | - | - | - | - | - |
| Filip Van Zeebroeck |
Executive Director |
16/18 | - | - | - | - | - | - |
| Willy Pintens(1) |
Executive Director |
14/18 | - | 3/5 | - | 10,000 | 12,750 | 22,750 |
| Dirk Van den Broeck (2) |
Executive Director |
17/18 | 5/5 | - | - | 10,000 | 16,500 | 26,500 |
| Mark Suykens |
Non-Executive Director |
16/18 | 5/5 | 5/5 | 11/11 | 20,000 | 27,750 | 47,750 |
| Ingrid Ceusters |
Non-Executive Director / Independent Director |
15/18 | 4/5 | 5/5 | - | 10,000 | 18,000 | 28,000 |
| Brigitte Grouwels |
Non-Executive Director / Independent Director |
16/18 | 5/5 | 5/5 | - | 10,000 | 19,500 | 29,500 |
| Carol Riské | Non-Executive Director / Independent Director |
16/18 | - | 5/5 | 10/11 | 10,000 | 23,250 | 33,250 |
| Michel Van Geyte |
Non-Executive Director / Independent Director |
10/18 | 4/5 | - | 4/11 | 10,000 | 13,500 | 23,500 |
| Paul Van Gorp |
Non-Executive Director / Independent Director |
16/18 | 5/5 | - | 11/11 | 10,000 | 24,000 | 34,000 |
| TOTAL | 90,000 | 155,250 | 245,250 |
(1) In addition, Willy Pintens receives a separate remuneration in his capacity as member of the Executive Committee (see under 11.11.3 'Global overview (gross) remuneration of the Managing (executive) Directors (effective leaders) in the 2022 financial year').
(2) In addition, Dirk Van den Broeck receives a separate remuneration in his capacity as member of the Executive Committee (see under 11.11.3 'Global overview (gross) remuneration of the Managing (executive) Directors (effective leaders) in the 2022 financial year').
| 90.000 | 155.250 | 245,250 | |
|---|---|---|---|
| capacity as member of the Executive Committee (see under 11.11.3 Directore (affactive lasdare) in the 2002 financial vearl |
The remuneration level of the CEO, CFO and COO (the effective leaders of the Company) is - in their capacity of member of the Executive Committee - determined by the Board of Directors, upon advice of the Nomination and Remuneration Committee, and is based on their respective management contracts.
In accordance with the remuneration policy as approved by the General Meeting of 25 May 2022, these contracts provide for a fixed remuneration, a variable remuneration in the form of short-term and long-term bonuses and other components (hospitalisation insurance, meal vouchers (CEO only) and benefits in kind such as a company car, mobile phone and laptop).
The net proceeds of the short-term incentive (which is linked to performance conditions) can be used by the beneficiary to purchase shares of the Company with a lock-up discount.
The introduction of a long-term incentive plan (LTIP) linked to performance related conditions as part of the variable remuneration is new compared to the previous remuneration policy, where the long-term incentive consisted of a share purchase plan that did not depend on performance conditions and was part of the fixed remuneration. The LTIP consists of a so-called cash performance plan with a three-year performance period, under which the beneficiaries can use the net cash proceeds to acquire shares of the Company as part of a lock-up discounted share purchase plan.
The fixed remuneration consists of (i) an indexed annual (gross) base remuneration, payable in monthly instalments, including a representation allowance and (ii) an insurance 'individual pension commitment' with certain contributions and additional coverage (amounting to €3,683 for the CFO and €6,045 for the COO).
To better align the short-term incentive with the Company's strategy, the performance criteria were changed to (i) EPS according to budget, (ii) operating margin, and (iii) development of a mobility plan including science-based targets. Previously, these included IFRS result/distributable result (min. 90% of budget), operating margin (min. 90% of budget) and other qualitative criteria. The new performance criteria are more in line with the Company's overall strategy with (i) additional qualitative criteria, (ii) a benchmark added and (iii) the clear thresholds set for both underperformance and overperformance.
The predetermined short-term incentive corresponds to an amount equal to 50% of the beneficiary's annual fixed remuneration. If less than 80% of the performance criteria (as indicated below) are achieved over a performance period, no short-term incentive will be awarded. If the minimum performance threshold is reached, the amount amounts to 40% of the annual fixed remuneration. Additionally, the incentive will be capped at 60% of the annual fixed remuneration (120% of the target bonus of 50%), particularly if the performance criteria are achieved for (more than) 110%. The short-term incentive will therefore vary between 0 and 60% of annual fixed remuneration, depending on the achievement of the performance criteria. The target, threshold and maximum performance levels are set annually at the beginning of a performance period based on a number of internal and external benchmarks. The performance targets are ambitious but achievable, taking into account the specific strategic priorities and the economic climate in a given year.
| Performance (% target) (incentive zone) |
Incentive (% target bonus) (pay-out zone) |
% of fixed remuneration | |
|---|---|---|---|
| Performed below target | 80-90% | 80% | 40% |
| Performed in line with target | 90-110% | 100% | 50% |
| Performed above target | > 110% | 120% (capped) | 60% (capped) |
The short-term incentive is calculated and paid over three years: 50% immediately after the performance year (first performance period); 25% one year later (second performance period) and 25% two years later (third performance period), subject to and to the extent of achieving the performance targets in the respective performance periods.
The total net vested part of the short-term incentive can be used (with effect from the 2022 short-term incentive only after the third performance year) by the beneficiary to purchase shares of the Company at a price per share equal to 100/120 of the VWAP of the last 20 trading days subject to compliance with a lock-up commitment of three (3) years.
The annual short-term bonus for 2022 financial year is subject to the achievement of the following performance criteria:
| Performance criteria | Strategic objective | ||
|---|---|---|---|
| Fin anc ial |
Criterion | Weight | |
| EPS according to financial plan | 65% | Creating value for shareholders | |
| Operational margin | 10% | Creating value for shareholders | |
| TOTAL | 75% | ||
| fin No anc n ial |
Development of a mobility plan with science based objectives |
25% | Implementation of sustainability targets and strategy to reduce carbon footprint |
| TOTAL | 25% |
The Nomination and Remuneration Committee monitored the extent to which the financial targets were met on 8 March 2023. The achievement of the non-financial targets was also determined by the Nomination and Remuneration Committee on 8 March 2023. The Board of Directors on 20 March 2023 determined after positive advice from the remuneration committee that the targets were met.
| Performance criteria for the period 1/1/2022- 31/12/2022 |
Objective | Realised 31/12/2022 | ||
|---|---|---|---|---|
| Fin anc ial |
Criterion | Weight | ||
| EPS (adjusted EPRA earnings per share) |
65% | €1.16 per share | €1.23 per share Performance: on target |
|
| Operating margin on cashes | 10% | 18% (expressed as operating cost) |
15,46% Performance: on target |
|
| TOTAL | 75% | |||
| fin No anc n ial |
Development of a mobility plan with science-based objectives |
25% | Implementation of sustainability targets and strategy to reduce carbon footprint |
Mobility plan developed Performance: on target |
| TOTAL | 25% |
Deferred part of the short-term annual incentive for the 2020 and 2021 financial years, vested as at 31 December 2022:
For the 2020 financial year, the short-term incentive amounted to a maximum of 50% of the fixed remuneration. The Incentive is spread over three years (2020, 2021 and 2022); for the 2021 financial year, the third and last instalment of 25% was vested, be an amount of €80,766 for the CEO and €42,010 for the CFO and COO each, and paid in early 2023.
For the 2021 financial year, the short-term incentive amounted to a maximum of 50% of the fixed remuneration. The Incentive is spread over three years (2021, 2022 and 2023); for the 2021 financial year, the second tranche of 25% was vested, be an amount of €81,204 for the CEO and €42,219 for the CFO and COO each, and paid out in early 2023.
The last instalment of 25% of the short-term incentive for the 2021 financial year is subject to the conditions set out in the remuneration policy, based on the performance of the CEO, CFO and COO in the 2023 financial year.
For the 2022 financial year, the variable remuneration in accordance with the objectives achieved was set at 50% of the fixed remuneration. The Incentive is spread over three performance years (2022, 2023, 2024); for the 2022 financial year (first performance period), the first 50% tranche was vested, be an amount of €169,561 for the CEO and €87,858 for the CFO and COO each, and paid in early 2023.
The other half of this Incentive will be subject to payment in two instalments of 25% each under the conditions set out in the remuneration policy and as explained above, based on the performance of the CEO, CFO and COO in the second performance period (2022-2023) and the third performance period (2022-2023-2024).
The tables below show the short-term variable remuneration acquired in 2022 for each beneficiary.
| Performance criteria CEO for the 2022 performance year (in €) | |||||
|---|---|---|---|---|---|
| Criterion | Weight | Year variable remuneration |
Due on 31/12/2022 | ||
| Financial | |||||
| EPS according to financial plan | 65% | 2020 | 25% bonus 2020 (Y3) = | 52,498 | |
| 2021 | 25% bonus 2021 (Y2) = | 52,783 | |||
| 2022 | 50% bonus 2022 (Y1) = | 110,215 | |||
| Operational margin | 10% | 2020 | 25% bonus 2020 (Y3) = | 8,077 | |
| 2021 | 25% bonus 2021 (Y2) = | 8,120 | |||
| 2022 | 50% bonus 2022 (Y1) = | 16,956 | |||
| Non-financial | |||||
| Elaboration of a mobility plan including science based targets |
25% | 2020 | 25% bonus 2020 (Y3) = | 20,192 | |
| 2021 | 25% bonus 2021 (Y2) = | 20,301 | |||
| 2022 | 50% bonus 2022 (Y1) = | 42,390 | |||
| TOTAL | 331,531 |
| TOTAL | 331,531 | |||||
|---|---|---|---|---|---|---|
| Performance criteria CFO for the 2022 performance year (in €) | ||||||
| Criterion | Weight | Year variable remuneration |
Due on 31/12/2022 | |||
| Financial | ||||||
| EPS according to financial plan | 65% | 2020 | 25% bonus 2020 (Y3) = | 27,307 | ||
| 2021 | 25% bonus 2021 (Y2) = | 27,443 | ||||
| 2022 | 50% bonus 2022 (Y1) = | 57,108 | ||||
| Operational margin | 10% | 2020 | 25% bonus 2020 (Y3) = | 4,201 | ||
| 2021 | 25% bonus 2021 (Y2) = | 4,222 | ||||
| 2022 | 50% bonus 2022 (Y1) = | 8,786 | ||||
| Non-financial | ||||||
| Elaboration of a mobility plan including science based targets |
25% | 2020 | 25% bonus 2020 (Y3) = | 10,503 | ||
| 2021 | 25% bonus 2021 (Y2) = | 10,555 | ||||
| 2022 | 50% bonus 2022 (Y1) = | 21,965 | ||||
| TOTAL | 172,087 |
| Performance criteria COO for the 2022 performance year (in €) | |||||
|---|---|---|---|---|---|
| Criterion | Weight | Year variable remuneration |
Due on 31/12/2022 | ||
| Financial | |||||
| EPS according to financial plan | 65% | 2019 | 25% bonus 2019 (Y3) = | 27,307 | |
| 2020 | 25% bonus 2020 (Y2) = | 27,443 | |||
| 2021 | 50% bonus 2021 (Y1) = | 57,108 | |||
| Operational margin | 10% | 2019 | 25% bonus 2019 (Y3) = | 4,201 | |
| 2020 | 25% bonus 2020 (Y2) = | 4,222 | |||
| 2021 | 50% bonus 2021 (Y1) = | 8,786 | |||
| Non-financial | |||||
| Elaboration of a mobility plan including science based targets |
25% | 2019 | 25% bonus 2019 (Y3) = | 10,503 | |
| 2020 | 25% bonus 2020 (Y2) = | 10,555 | |||
| 2021 | 50% bonus 2021 (Y1) = | 21,965 | |||
| TOTAL | 172,087 |
Under the new long-term incentive plan valid for the 2022, 2023 and 2024 financial years (the three-year performance period), beneficiaries will be awarded a conditional incentive depending on the degree of achievement of performance targets over a period of three (3) years. This long-term annual incentive will be paid in the third financial year following the financial year of grant (a first time in 2025). The net cash proceeds from the payment of the long-term incentive can be used by the beneficiaries to purchase shares of the Company at a price per share equal to 100/120 of the VWAP of the last 20 trading days subject to compliance with a lock-up commitment of three (3) years.
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, sets annual targets for each three-year performance period using the performance criteria included in the remuneration policy. For the non-financial criterion, the sustainability roadmap shown in the Company's Sustainable Finance Framework is used as a guide.
The Nomination and Remuneration Committee checks within the first three months of the financial year following the end of the three-year performance period to what extent the financial targets have been met, following the adoption of the annual results by the Board of Directors. The predetermined ESG target is evaluated by the Nomination and Remuneration Committee on the basis of the results included in the sustainability report for that financial year.
The performance criteria for the three-year performance period 2022-2024 are set out as follows:
| Period 2022-2024 | |||
|---|---|---|---|
| Fin | Criterion | Weight Realisation on 31 December 2022 | |
| Dividend per share | 30% | Continuous performance period | |
| anc | Share price evolution above median compared to peers (1) | 10% | |
| ial | Portfolio growth | 40% | |
| Total | 80% | ||
| No n-fi nan cia l |
ESG 60% Environment: - reducing CO2 emissions per employee - achieving a better than average GRESB score 20% Social: SMART targets relating to: - number of hours of training as stated in the sustainability report - stakeholder engagement 20% Governance: SMART targets relating to: compliance programme IT security - communication within and outside the Company |
20% | Continuous performance period |
| TOTAL | 20% |
The three-year performance period over the 2022 financial year up to and including 2024 for the long-term incentive (LTI) is still ongoing.
In accordance with recommendation 7.9 of the 2020 Code, the CEO, CFO and COO must hold a minimum number of shares at all times and for as long as they remain members of the Executive Committee. The Board of Directors, on the advice of the Nomination and Remuneration Committee, has decided that this is a minimum of 15,000 shares for the CEO and 6,500 each for the CFO and COO.
To meet this, the CEO, CFO and COO purchased shares of Care Property Invest with part of the net proceeds in cash of their short-term variable remuneration vested over the 2021 financial year and paid out in March 2022, pursuant to the 'Share Purchase Plan 2019bis' applicable in the 2019-2021 financial years which allowed the beneficiaries to purchase shares of the Company with one (part) of the cash vested variable remuneration. Within this framework, they purchased the Company's shares at a price per share equal to the weighted average stock market price during the period of twenty (20) trading days preceding the day before the date of signing the purchase agreement multiplied by 100/120th. The Company considers this to be a market-based price, and justifies the discount with, among other things, a lock-up period. In accordance with the Share Purchase Plan 2019bis, the purchased shares are to be held by the beneficiaries for a lock-up period of two (2) years. During this lock-up period, they do have the right to dividends, voting rights, preferential subscription rights or irreducible allocation rights attached to the purchased shares and the right to participate in an optional dividend or not.
Within the framework of the LTIP that was applicable in accordance with the remuneration policy for the 2019- 2021 financial years (where the long-term incentive consisted of a share purchase plan that was not subject to performance-related conditions and was part of the fixed remuneration), the CEO CFO and COO under the terms of the '2019 Share Purchase Plan' also purchased a package of shares at a price per share equal to the weighted average stock market price during the period of twenty (20) trading days preceding the day before the date of signing the purchase agreement, multiplied by 100/120ths.
(1) The relevant reference group here concerns the price of Belgian RREC shares.
The Company considers this to be a market-based price, and justifies the discount with, among other things, a lock-up period. In accordance with the 2019 Share Purchase Plan, the purchased shares are to be held by the beneficiaries for a lock-up period of three (3) years. During this lock-up period, they do have the right to dividends, voting rights, preferential subscription rights or irreducible allocation rights attached to the purchased shares and the right to participate in an optional dividend or not.
Overview per beneficiary of the total number of shares purchased cf. the Share Purchase Plans 2019 and 2019bis:
| Beneficiary | Share purchase plan | Acquisition date | End of retention period | Number of shares purchased |
|---|---|---|---|---|
| CEO | 2019 | 30/01/2020 | 30/01/2023 | 1,912 |
| CEO | 2019 | 11/01/2021 | 11/01/2024 | 2,074 |
| CEO | 2019bis | 01/04/2022 | 01/04/2024 | 6,992 |
| CFO | 2019 | 30/01/2020 | 30/01/2023 | 1,434 |
| CFO | 2019 | 11/01/2021 | 11/01/2024 | 1,556 |
| CFO | 2019bis | 01/04/2022 | 01/04/2024 | 600 |
| COO | 2019 | 30/01/2020 | 30/01/2023 | 1,434 |
| COO | 2019 | 11/01/2021 | 11/01/2024 | 1,556 |
| COO | 2019bis | 01/04/2022 | 01/04/2024 | 1,600 |
All shares purchased under the terms and conditions set out in the 2019 and 2019bis Share Purchase Plans as applicable in the 2019-2021 financial years have been vested by the beneficiaries and are only subject to a lock-up of three (3) and two (2) years respectively.
| Peter Van Heukelom, CEO / Managing Director |
Filip Van Zeebroeck, CFO / Managing Director |
Valérie Jonkers, COO / Managing Director |
Willy Pintens, Managing Director |
Dirk Van den Broeck, Managing Director |
|
|---|---|---|---|---|---|
| Fixed remuneration (basis) (1) | 675,244 | 344,749 | 342,387 | 10,000 | 10,000 |
| Pension plan (2) | 0 | 3,683 | 6,045 | 0 | 0 |
| Attendance fee (3) | 0 | 0 | 0 | 13,500 | 13,500 |
| Representation fee and travel costs |
3,000 | 3,000 | 3,000 | 3,309 | 2,952 |
| Benefits in kind | 9,144 | 4,640 | 4,755 | 0 | 0 |
| Variable remuneration acquired in financial years |
331,531 | 172,087 | 172,087 | 0 | 0 |
2020/2021/2022
| TOTAL | 1,018,920 | 528,160 | 528,275 | 26,809 | 26,452 |
|---|---|---|---|---|---|
| % Fixed remuneration | 67% | 67% | 67% | 100% | 100% |
| % Variable remuneration | 33% | 33% | 33% | 0% | 0% |
(1) The fixed remuneration includes the amount of 'fixed remuneration in shares' which was still shown separately in the remuneration report for the 2021 financial year and, as explained in the new remuneration policy, is unchanged as part of the fixed basic remuneration, but from 2022 onwards without any obligation to purchase shares with this amount.
(2) Individual Pension Commitment (CEO included) as the premium can no longer be deposited in the IPT insurance due to the CEO reaching retirement age.
(3) Executive Committee meetings were attended 18 times by Willy Pintens and Dirk Van den Broeck. The remuneration of Willy Pintens and Dirk Van den Broeck as part of the Board of Directors and its committees was included in the table under item 11.11.2.4. Overview of the remuneration of the directors' mandates in the 2022 financial year.
The remuneration of executive management (CEO, CFO and COO) was adjusted in 2022 in line with the (new) remuneration policy as approved by the Ordinary General Meeting of shareholders on 25 May 2022. The ratio between the remuneration of the CEO for the 2022 financial year and the lowest remuneration (in full-time equivalent) of the employees is 13.57.
| 2018 vs 2017 | 2019 vs 2018 | 2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | |
|---|---|---|---|---|---|
| Evolution in the remuneration | |||||
| FTE at 31/12 | 26% | 27% | 56% | 20% | 9% |
| Average remuneration employees (in FTE) (1) |
4% | 13% | 2% | 2% | 8% |
| Fixed remuneration CEO | 1% | 44% | 1% | 1% | 4% |
| Variable remuneration effective leaders (excl. CEO) (2) |
2% | 56% | -1% | 4% | 1% |
| Evolution of the Company's development |
|||||
| Rental income | 27% | 17% | 23% | 19% | 26% |
| Adjusted EPRA Earnings | 41% | 12% | 23% | 20% | 25% |
| EPS | 15% | 6% | 9% | 6% | 17% |
| 2018 vs 2017 | 2019 vs 2018 | 2020 vs 2019 | 2021 vs 2020 | 2022 vs 2021 | |
|---|---|---|---|---|---|
| Evolution in the remuneration | |||||
| FTE at 31/12 | 26% | 27% | 56% | 20% | 9% |
| Average remuneration employees (in FTE) (1) |
4% | 13% | 2% | 2% | 8% |
| Fixed remuneration CEO | 1% | 44% | 1% | 1% | 4% |
| Variable remuneration effective leaders (excl. CEO) (2) |
2% | 56% | -1% | 4% | 1% |
| Evolution of the Company's development |
|||||
| Rental income | 27% | 17% | 23% | 19% | 26% |
| Adjusted EPRA Earnings | 41% | 12% | 23% | 20% | 25% |
| EPS | 15% | 6% | 9% | 6% | 17% |
| Operating margin (calculated on cash elements) |
0% | -1% | 1% | -1% | 0.37% |
(1) The average remuneration of the employees was calculated by dividing the total gross salary of the employees in service on 31/12 by the total FTE on closing date 31/12.
(2) Due to the inclusion of attendance fees, the fixed remuneration of the managing directors (other than the CEO, CFO and COO) fluctuates from year to year.
There were no departing directors or departing members of executive management in 2022. Accordingly, no severance pay was granted or paid out in 2022.
No variable remuneration was reclaimed in 2022.
Deviations from the remuneration policy
There was no deviation in 2022 from the remuneration policy approved by the Ordinary General Meeting of Shareholders on 25 May 2022.
The audit of the financial situation, the financial statements and the regularity in terms of the BCCA and the Articles of Association of the operations of the Company, shall be entrusted to one or more statutory auditors appointed by the auditors or firms of auditors approved by the FSMA in compliance with Article 222 of the Law of 25 April 2014 concerning the Articles of Association and supervision of credit institutions.
The General Meeting of 25 May 2022 reappointed the limited liability company EY Bedrijfsrevisoren bv, with registered office at De Kleetlaan 2, 1831 Diegem, registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels) as statutory auditor for a period of three years. This company has appointed Mrs Christel Weymeersch, company auditor, as representative authorised to represent it and charged with the performance of the mandate in the name and on behalf of EY. The mandate expires after the general meeting that must approve the financial statements as at 31 December 2024.
The fees at consolidated level of the current statutory auditor for the 2022 financial year amount to €188,441 excluding VAT and costs, and are broken down as follows:
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Mandate | 100,067 | 80,312 |
| Other audit assignments | 11,671 | 20,700 |
| Other non-audit assignments | 76,703 | 18,030 |
No separate fee or split is provided for the representative of the statutory auditor. The other tasks outside the auditing tasks have always been approved in advance by the Audit Committee of the Company.
The internal audit function within the meaning of article 17 §3 of the RREC Law is fulfilled by an external consultant (also referred to as an external internal auditor), who is appointed by means of an agreement on outsourcing the 'internal auditing function', which on 6 September 2017 was extended for an indefinite duration with Mazars Advisory Services bv, with registered office at Manhattan Office Tower, Bolwerklaan 21 box 8, 1210 Brussels, Marcel Thirylaan 77, represented by Ms Cindy Van Humbeeck, director-manager. The remuneration paid in 2022 for this audit assignment amounted to €19,200 excluding VAT. This agreement was terminated by the Company and, after observance of a 3-month notice period, expired on 31 January 2023
To fill the internal audit function during the 2023-2025 financial years, a fixed-term agreement was concluded on 6 December 2022 with BDO Advisory bv, with registered office at rue Stassart 35, 1050 Brussels, represented by Mr Wim Verbelen and effective from 1 February 2023.
The Company appoints three real estate experts to value the property portfolio (in Belgium, The Netherlands, Spain and Ireland) based on a fixed-term agreement.
The real estate expert Stadim CVBA, represented by Philippe Janssens, was appointed for a new period of three years with effect from 1 January 2023. The fee is determined according to the nature of the property to be valued (residential care centre or groups of assisted living apartments), the number of units and the valuation method (full report on initial valuation or quarterly valuation). The fee is therefore independent of the fair value of the property. The fee for the valuations of the real estate portfolio in the 2022 financial year amounts to €225,552 (amounts are subject to indexation) and is determined as follows:
| Assisted living apartments | Residential care centres |
|---|---|
| € 50 per unit | € 80 per unit (for the first 40 units) |
| first entry at € 1,250 | € 40 per unit (from the 41st unit) |
| projects in project phase at 75% | first valuation at 30% with a minimum of € 1,500 |
| final valuation at 50% with a minimum of € 1,000 | |
| projects in project phase at 75% |
On 1 April 2020, Cushman & Wakefield was appointed as additional real estate expert for a period of three years. The fee is based on the number of residential units and the valuation method (full report at initial valuation or quarterly or annual valuation), but with a maximum fee per property. The fee is thus independent of the fair value of the properties. The fee for the valuation of the properties in portfolio in the 2022 financial year amounts to €33,540 (amounts are subject to indexation) and is determined as follows:
| Quarterly valuation |
Annual valuation | Comprehensive valuation report |
|
|---|---|---|---|
| Fee per property | €700 | €900 | €2,000 |
| Fee per bed | €10 | 15 | €20 |
| Maximum fee per property | €1,500 | €2,250 | €4,000 |
On 30 March 2022, an agreement was entered into with CBRE Unlimited Company as third-party appraiser for a period of 3 years. The fee is determined on the number of residential units (4 price divisions according to the number of residential units), with a maximum remuneration per property. A discount is granted if the portfolio has a minimum number of properties in its portfolio. The fee is thus independent of the fair value of the property. The remuneration for the valuation of portfolio properties in the 2022 financial year amounts to €43,318 and is determined as follows (amounts are subject to indexation):
| Quarterly valuation |
Annual valuation | Comprehensive valuation report |
|
|---|---|---|---|
| Minimum fee per property | €1,100 | €1,350 | €5,100 |
| Maximum fee per property | €1,250 | €1,500 | €5,350 |

Gullegem (BE) I Tilia (BE) I
| Number of shares on | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Total number of shares | 27,741,625 | 26,931,116 |
| of which: | ||
| - Number of shares in circulation | 27,741,625 | 26,921,924 |
| - Number of own shares | 0 | 9,192 |
| Value of shares on | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Stock price on cut-off date | € 15.76 | € 25.75 |
| Highest closing share price of this period | € 26.55 | € 28.45 |
| Lowest closing share price of this period | € 14.68 | € 24.50 |
| Average share price | € 21.65 | € 26.47 |
| Market capitalisation | € 437,208,010 | € 693,476,237 |
| Net value per share | € 20.31 | € 17.80 |
| Premium compared to the net fair value | -22.40% | 44.65% |
| EPRA NAV per share | € 19.83 | € 20.89 |
| Premium compared to EPRA NAV | -20.51% | 23.24% |
| Free float | 100.00% | 99.97% |
| Average daily volume | 23,470 | 23,870 |
| Turnover rate | 22.07% | 23.83% |
| Dividend per share on | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Gross dividend per share (1) | € 1.00 | € 0.87 |
| Net dividend per share | € 0.85 | € 0.74 |
| Applicable withholding tax rate | 15% | 15% |
| Gross dividend per share compared to the share price | 6.35% | 3.38% |
| Pay-out ratio (on statutory level) | 88.37% | 80.03% |
| Pay-out ratio (on consolidated level) | 80.78% | 82.27% |
(1) Subject to approval by the ordinary annual general meeting on 31 May 2023.
For the 2022 financial year, the Company foresees a gross dividend of €1.00 per share. This represents a net dividend of €0.85 per share and an increase of 15%.



Liquidity of the shares

In accordance with Article 11 §3 of the RREC Law, Article 7: 211 of the Belgian Code of companies and associations (BCCA) – which requires a statutory reserve to be kept - is not applicable. The minimum pay-out requirement is established in accordance with Article 13 of the RREC RD and amounts to 80%. If necessary, and to the extent that there is sufficient profit, part of the profit is reserved and transferred to the following financial years in order to have more own funds for pre-financing and to provide the shareholders, in accordance with the original prospectus(1), a stable dividend for the subsequent financial years. The Company's strategy is to increase the dividend whenever sustainably possible and at least to keep it stable. In addition, it aims for a payout ratio close to the legal minimum of 80% and is considering using an optional dividend to keep profits within the Company to finance its growth strategy.
Taking into account the minimum distribution requirement under Article 13 of the RREC RD, the Board of Directors will propose to the Ordinary General Meeting of Shareholders of 31 May 2023 to pay out a gross dividend of €1.00 per share (or €0.85 net per share) for the 2022 financial year, applying the special withholding tax rate of 15%, which would represent an increase in the dividend of 14.94% compared to that paid out for the 2021 financial year.
For the 2023 financial year, the Company foresees a gross dividend of at least €1.00 per share. This represents a net dividend of €0.85.
The Company's solvency is supportedby the stable value of its real estate projects.
(1) Prospectus of public offering for subscription to 10,000 shares as issued by Serviceflats Invest nv./sa.
On 31 December 2022, the Care Property Invest share is included in 4 indexes, being the Euronext BEL Mid Index, the Euronext BEL Real Estate index and the GPR Index (General Europe and General Europe Quoted). Since December 2016, the Company is also a member of the EPRA organisation and although its share is not included in the EPRA index, it uses this index as a benchmark and also applies the EPRA standards in its yearly and halfyearly financial reporting.
| Inclusion index as at 31 December 2022 | |
|---|---|
| Index name | Weight |
| Euronext BEL Mid index (Euronext Brussels) | 1.55% |
| Euronext BEL Real Estate (Euronext Brussels) | 1.58% |
| GPR (Global Property Research) General Europe Index | 0.12% |
| GPR (Global Property Research) General Europe Quoted Index (excl. open-end bank funds) |
0.18% |
For the financing of its projects, the Company also relies on the capital market by issuing bonds and commercial paper through an MTN programme with Belfius as arranger and Belfius and KBC as dealers (KBC only for the CP part). In March 2021, this programme was increased to €300 million. As at 31 December 2022, this form of financing is composed as follows:
| Issuer | ISIN code Nominal amount | Issue date Expiry date Remaining | term in years |
Coupon | Indicative price as at 31/12/2022 |
||
|---|---|---|---|---|---|---|---|
| Care Property Invest nv | BE6296620592 | € 5,000,000 | 12/07/2017 12/07/2023 | 6 | 1.49% | 99.05% | |
| Care Property Invest nv | BE6296621608 | € 5,000,000 | 12/07/2017 12/07/2024 | 7 | 1.72% | 96.73% | |
| Care Property Invest nv | BE6303016537 | € 7,500,000 | 28/03/2018 28/03/2029 | 11 | 2.08% | 87.99% | |
| Care Property Invest nv | BE6311814246 | € 1,500,000 | 14/02/2019 14/02/2027 | 8 | 1.70% | 91.64% | |
| Care Property Invest nv | BE6311813230 | € 500,000 | 14/02/2019 14/02/2030 | 11 | 1.99% | 85.56% | |
| Care Property Invest nv | BE6318510276 | € 1,500,000 | 21/01/2020 | 21/01/2028 | 8 | 0.90% | 83.37% |
| Care Property Invest nv | BE6337332314 | € 2,000,000 | 19/08/2022 24/08/2023 | 1 | 2.00% | 97.92% | |
| Care Property Invest nv | BE6337268641 | € 10,000,000 | 22/08/2022 22/08/2029 | 7 | 4.18% | 89.29% | |
| TOTAL | € 33,000,000 |
Adjusted EPRA earnings (in €/share).
Gross dividend (in €/share) - On 24 March 2014 a share split took place (1/1,000).

The Company has no knowledge of any shareholders holding more than 5% of the voting rights, as no notifications have been received to this effect within the context of the transparency legislation.
On 22 June 2022, KBC Asset Management notified the Company that it no longer exceeds the 3% threshold and this since 20 June 2022.
On 24 January 2023, Pensio B notified the Company that as of this date it no longer exceeds the 3% threshold due to a passive fall below the lowest threshold.
On 15 March 2023, Ameriprise Financial Inc notified the Company that it exceeds the 3% threshold as of 10 March 2023 due to the temporary holding of voting rights Care Property Invest by a company within the group.
Care Property Invest refers to its website www.carepropertyinvest.be for the publication of these transparency notifications.
Apart from this new notifications by KBC Asset Management, Pensio B and Ameriprise Financial Inc, the Company received no new notifications for exceeding or falling below the 3% threshold during the 2022 en 2023 financial years (up to the date of this report).
The MTN programme of €300 million provides for a maximum withdrawal of €200 million in commercial paper. Of this, an amount of €30.5 million was drawn as at 31 December 2022.
In 2021, the Company issued €32.5 million in sustainability bonds through a private placement with an institutional investor belonging to an international insurance group. The bonds, which were issued on 8 July 2021, have a maturity of 10 years and a coupon of 2.05%. On 10 March 2023 there was an early repayment of these bonds.
| Interim Statement 1st Quarter 2023 | 17 May 2023, after trading hours |
|---|---|
| Ordinary General Meeting | 31 May 2023, 11 a.m. (at the Company's headquarters: Horstebaan 3, 2900 Schoten) |
| Payment of dividend coupon 16 | 2 June 2023 |
| Half-yearly Financial Report 2023 | 6 September 2023, after trading hours |
| Interim Statement 3rd Quarter 2023 | 8 November 2023, after trading hours |
| Share distribution on | 24 January 2023 (2) | 31 December 2022 (1) | 31 December 2021 | |||
|---|---|---|---|---|---|---|
| % Proportion vis-à-vis total capital |
Number of shares (expressed in nominal value) |
% Proportion vis-à-vis total capital |
Number of shares (expressed in nominal value) |
% Proportion vis-à-vis total capital |
Number of shares (expressed in nominal value) |
|
| OUTSTANDING SHARES | 100% | 36,988,833 | 100% | 27,741,625 | 100% | 26,921,924 |
| OWN SHARES | 0% | 0 | 0% | 0 | 0% | 9,192 |
| Registered shares | 4.69% | 1,733,872 | 6.12% | 1,698,713 | 6.17% | 1,661,354 |
| Dematerialised shares | 95.31% | 35,254,961 | 93.88% | 26,042,912 | 93.83% | 25,269,762 |
As at 31 December 2022, all shares are ordinary shares, the vast majority of which are dematerialised.
171,794 new shares at an issue price of €23.46 per share and (ii) a capital increase in kind through the purchase of 100% of the shares in Igor Haacht NV, owner of the 'Klapgat' assisted living complex located in Haacht. This transaction took place on 7 July 2022, for which 638,715 new shares were issued. Consequently, as of this date, the Company's capital amounts to €165,048,798 and is represented by a
the unexercised scrips were all sold through the accelerated private placement, leading to an equity strengthening of €110,966,496 and the issue of 9,247,208 new shares on 24 January 2023 at an issue price of €12.00 per share. As of this date, the Company's share capital

Bonheiden-Rijmenam (BE) I Ter Bleuk

Oudsbergen (BE) I Ter Meeuwen


Care Property Invest is a member of the European Public Real Estate Association (EPRA) since December 2016.

With a joint real estate portfolio that exceeds the mark of €790 billion(1), more than 285 EPRA members (companies, investors and their suppliers) represent the core of the European listed real estate. The purpose of this non-profit organisation is to promote the European (listed) real estate and its role in society. Its members are listed companies and join forces to improve accounting guidelines, the supply of information and corporate governance within the European real estate sector. Furthermore, EPRA provides high-quality information to investors and publishes standards for financial reporting which from the annual financial report of the financial year 2016 on were included in the half-yearly and annual financial reports of Care Property Invest.
In February 2022 the Board of directors of the European Public Real Estate Association (EPRA) published an update of the report 'EPRA Reporting: Best Practices Recommendations' ('EPRA Best Practices'). The report is available on the EPRA website (www.epra.com). This report contains recommendations for the most important indicators of the financial performance of
(1) Exclusively in European real estate.
listed real estate companies. Care Property Invest supports the current tendency to standardise reporting in view of higher quality and comparability of information and provides the investors with the majority of the indicators recommended by EPRA.
Care Property Invest's efforts in the 2021 financial year to apply the EPRA standards as completely as possible in its yearly and half-yearly financial reports have been rewarded for the sixth consecutive time in September 2022 with an EPRA BPR Gold Award at the annual EPRA conference. The Company is committed to continually improve the transparency and quality of the financial reporting and also wants to earn this recognition in the coming financial years.
In addition, EPRA also publishes principles regarding sustainability reporting and sustainability performance measures, the EPRA Sustainability Best Practices Recommendations (sBPR). The Company already published a sustainability report for the 2019, 2020 and 2021 financial years, in which the sBPR have been applied. Care Property Invest also received the EPRA sBPR Gold Award for its sustainability report for the 2021 financial year in September 2022. The Company is pleased
with this recognition of the efforts made in the field of sustainability reporting and intends to continue to make progress in
this area in the future.

the FSMA. The statutory auditor has verified for the EPRA indicators relating to 2022, by means of a limited review, that these data have been calculated in accordance with the definitions of the EPRA Best Practices Recommendations Guidelines and that the financial data used correspond to the figures included in the audited consolidated financial
statements.
| 31/12/2022 | 31/12/2021 | ||
|---|---|---|---|
| EPRA Earnings | x € 1,000 | 30,837 | 26,347 |
| Earnings from operational activities. | €/share | 1.11 | 1.01 |
| Adjusted EPRA Earnings | x € 1,000 | 34,341 | 27,458 |
| Earnings from operational activities corrected with company-specific non-cash items (being finance leases - profit or loss margin attributable to the period, depreciation, provisions and other portfolio result). |
€/share | 1.24 | 1.06 |
| EPRA Cost ratio (incl. costs of direct vacancy) (1) | % | 19.43% | 18.30% |
| Administrative/operating costs including the direct costs of the vacant buildings, divided by gross rental income. |
|||
| EPRA Cost ratio (excl. costs of direct vacancy) | % | 19.41% | 18.28% |
| Administrative/operating costs less the direct costs of the vacant buildings, divided by gross rental income. |
Administrative/operating costs less the direct costs of the vacant buildings, divided by gross rental income.
(1) Due to changes in the calculation method for this indicator, the 2021 comparative figures have been adjusted to allow for correct comparability.
The EPRA indicators below are considered to be the Company's APMs, which are recommended by the European Association of listed real estate companies (EPRA) and which have been drawn up in accordance with the APM guidelines issued by ESMA.
The information in this chapter is not compulsory according to the RREC legislation and is not subject to review by
The EPRA index is used worldwide as a benchmark and is the most used investment index to compare performances of listed real estate companies and REITS. Per 31 December 2022, the FTSE EPRA Nareit Developed
Europe Index is composed on the basis of a group of 111 companies with a combined market capitalisation of more than €227 billion (full market capitalisation).
| 31/12/2022 | 31/12/2021 | ||
|---|---|---|---|
| EPRA NAV | x € 1,000 | 549,988 | 562,498 |
| Net Asset Value (NAV), adjusted to include the investment properties at their fair value and to exclude certain items not expected to crystallise in a long-term investment property business model |
€/share | 19.83 | 20.89 |
| EPRA NNNAV | x € 1,000 | 570,602 | 512,986 |
| EPRA NAV, adjusted to include the fair value of (i) financial instruments, (ii) debt and (iii) deferred taxes. |
€/share | 20.57 | 19.05 |
| EPRA NRV | x € 1,000 | 590,252 | 585,953 |
| EPRA Net Reinstatement Value, assumes that the Company will never sell its assets and gives an estimate of the amount needed to re-establish the company. |
€/share | 21.28 | 21.76 |
| EPRA NTA | x € 1,000 | 549,896 | 562,206 |
| EPRA Net Tangible Assets, assumes that the company acquires and sells assets, which would result in the realization of certain unavoidable deferred taxes. |
€/share | 19.82 | 20.88 |
| EPRA NDV | x € 1,000 | 570,602 | 512,986 |
| EPRA Net Disposal Value, represents the value payable to the shareholders of the Company in the event of a sale of its assets, which would result in the settlement of deferred taxes, the liquidation of the financial instruments and the taking into account of other liabilities at their maximum amount, less taxes. |
€/share | 20.57 | 19.05 |
| EPRA Net Initial Yield (NIY) | % | 5.06% | 4.87% |
| Annualized gross rental income based on current rents ('passing rents') at the closing date, excluding property charges, divided by the market value of the portfolio and increased by the estimated transfer rights and costs in the event of hypothetical disposal of investment properties. |
|||
| EPRA adjusted NIY ('topped-up' NIY) | % | 5.35% | 5.07% |
| This measure incorporates an adjustment to the EPRA NIY in respect of the expiration of rental-free periods and other incentives. |
|||
| EPRA vacancy rate (1) | % | 0.05% | 0.08% |
| Estimated rental value (ERV) of vacant space divided by the ERV of the total portfolio. |
|||
| EPRA LTV | % | 51.34% | |
| The EPRA LTV represents the company's indebtedness compared to the market value of its property. |
(1) Care Property Invest only runs a vacancy risk for the Tilia project in Gullegem. For the other projects, the risk is placed with the counterparty and the Company receives the canon/rent, regardless of the occurrence of a certain vacancy. As at 31 December 2022, there are 3 vacant flats in the 'Tilia' project.
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| Net income as mentioned in the financial statements | 88,664 | 59,655 | |
| Adjustments to calculate EPRA Earnings: | -57,828 | -33,308 | |
| (i) | Changes in fair value of investment properties and assets held for sale | -19,327 | -22,143 |
| (vi) | Changes in fair value of financial assets and liabilities (IFRS 9) and associated close-out costs |
-38,591 | -11,165 |
| (viii) | Deferred taxes m.b.t. EPRA adjustments | 90 | 0 |
| EPRA Earnings | 30,837 | 26,347 | |
| Weighted average number of shares outstanding (1) | 27,741,625 | 25,963,657 | |
| EPRA Earnings per share (in €) | 1.11 | 1.01 | |
| (1) The weighted average of outstanding shares are the number of shares on closing date with rights to dividends. | |||
| 1.2.2 Adjusted EPRA earnings | |||
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 | |
| Net income as mentioned in the financial statements | 88,664 | 59,655 | |
| Adjustments to calculate adjusted EPRA Earnings: | -54,323 | -32,197 | |
| (i) | Changes in fair value of investment properties and assets held for sale | -19,327 | -22,143 |
| (vi) | Changes in fair value of financial assets and liabilities (IFRS 9) and associated close-out costs |
-38,591 | -11,165 |
| (viii) | Deferred taxes m.b.t. EPRA adjustments | 90 | 0 |
| (xi) | Company-specific non-cash elements | 3,505 | 1,111 |
| Adjusted EPRA Earnings | 34,341 | 27,458 | |
| Weighted average number of shares outstanding (1) | 27,741,625 | 25,963,657 | |
| Adjusted EPRA Earnings per share (in €) | 1.24 | 1.06 | |
| (1) The weighted average of outstanding shares are the number of shares on closing date with rights to dividends. | |||
| 1.2.3 Reconciliation of the EPRA earnings to adjusted EPRA earnings | |||
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 |
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 |
|---|---|---|
| EPRA Earnings | 30,837 | 26,347 |
| Depreciation, amortization and reversals of impairments |
433 | 255 |
| Profit or loss margin projects allocated to the period | 3,072 | 857 |
| Adjusted EPRA Earnings | 34,341 | 27,458 |
| Amounts in EUR/share | 31/12/2022 | 31/12/2021 |
| Adjusted EPRA Earnings | 1.2379 | 1.0576 |
|---|---|---|
| Profit or loss margin projects allocated to the period | 0.1107 | 0.0330 |
| Depreciation, amortization and reversals of impairments |
0.0156 | 0.0098 |
| EPRA Earnings | 1.1116 | 1.0147 |
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| NAV per the financial statements | 563,395 | 479,259 | |
| NAV per share per the financial statements | 20.31 | 17.80 | |
| Diluted NAV, after exercising options, convertibles and other equity 563,395 instruments |
479,259 | ||
| To be included: | |||
| (ii) | Revaluation at fair value of finance lease receivables (1) | 8,262 | 66,259 |
| To be excluded: | |||
| (iv) | Fair value of financial instruments | 21,780 | -16,811 |
| (v.a) | Deferred tax | -112 | -169 |
| EPRA NAV | 549,988 | 562,498 | |
| Number of shares (2) | 27,741,625 | 26,921,924 | |
| EPRA NAV per share (in €) | 19.83 | 20.89 |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash flows refer to initial cash flows and thus do not take into account historical and future indexations.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| EPRA NAV | 549,988 | 562,498 | |
| To be included: | |||
| (i) | Fair value of financial instruments | 21,780 | -16,811 |
| (ii) | Fair value of debt | -1,054 | -32,531 |
| (iii) | Deferred tax | -112 | -169 |
| EPRA NNNAV | 570,602 | 512,986 | |
| Number of shares (1) | 27,741,625 | 26,921,924 | |
| EPRA NNNAV per share (in €) | 20.57 | 19.05 |
(1) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| IFRS equity attributable to shareholders | 563,395 | 479,259 | |
| Diluted NAV | 563,395 | 479,259 | |
| To be included: | |||
| (ii) | Revaluation at fair value of finance lease receivables (1) | 8,262 | 66,259 |
| Diluted NAV at fair value | 571,657 | 545,518 | |
| To be excluded: | |||
| (v) | Deferred tax on positive fair value adjustments in real estate investments |
-112 | 0 |
| (vi) | Fair value of financial instruments | 21,780 | -16,811 |
| To be included: | |||
| (xi) | Transfer tax on immovable property | 40,264 | 23,624 |
| EPRA NRV | 590,252 | 585,953 | |
| Number of shares (2) | 27,741,625 | 26,921,924 | |
| EPRA NRV per share (in €) | 21.28 | 21.76 | |
| (1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash flows refer to initial cash flows and thus do not take into account historical and future indexations. (2) The number of shares is the number of shares on closing date with rights to dividends. |
|||
| 1.2.7 EPRA Net Tangible Assets (NTA) |
| 1.2.7 EPRA Net Tangible Assets (NTA) | |||||
|---|---|---|---|---|---|
| -- | -------------------------------------- | -- | -- | -- | -- |
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| IFRS equity attributable to shareholders | 563,395 | 479,259 | |
| Diluted NAV | 563,395 | 479,259 | |
| To be included: | |||
| (ii) | Revaluation at fair value of finance lease receivables (1) | 8,262 | 66,259 |
| Diluted NAV at fair value | 571,657 | 545,518 | |
| To be excluded: | |||
| (v) | Deferred tax on positive fair value adjustments in real estate investments |
-112 | 0 |
| (vi) | Fair value of financial instruments | 21,780 | -16,811 |
| (viii.b) | Intangible assets | 92 | 123 |
| EPRA NTA | 549,896 | 562,206 | |
| Number of shares (2) | 27,741,625 | 26,921,924 | |
| EPRA NTA per share (in €) | 19.82 | 20.88 |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash flows refer to initial cash flows and thus do not take into account historical and future indexations.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 |
|---|---|---|
| IFRS equity attributable to shareholders | 563,395 | 479,259 |
| Diluted NAV | 563,395 | 479,259 |
| To be included: | ||
| (ii) Revaluation at fair value of finance lease receivables (1) |
8,262 | 66,259 |
| Diluted NAV at fair value | 571,657 | 545,518 |
| To be included: | ||
| (ix) Fair value of debt |
-1,054 | -32,531 |
| EPRA NDV | 570,602 | 512,986 |
| Number of shares (2) | 27,741,625 | 26,921,924 |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash flows refer to initial cash flows and thus do not take into account historical and future indexations.
(2) The number of shares is the number of shares on closing date with rights to dividends.
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Investment properties at fair value | 932,903 | 716,565 |
| Finance lease receivables at fair value (1) | 197,018 | 267,845 |
| Development projects (-) | -52,485 | -62,598 |
| Investment properties in exploitation at fair value | 1,077,436 | 921,812 |
| Allowance for estimated purchasers' rights and costs in case of hypothetical disposal of investment properties |
36,774 | 19,913 |
| Investment value of investment properties in exploitation | 1,114,210 | 941,725 |
| Annualized gross rental income (+) | 56,429 | 45,894 |
| Annualised net rental income | 56,429 | 45,894 |
| Rental discounts expiring within 12 months and other incentives (-) | 3,232 | 1,878 |
| Topped-up and annualized net rental income | 59,661 | 47,771 |
| EPRA NIY ( in %) | 5.06% | 4.87% |
| EPRA TOPPED-UP NIY ( in %) | 5.35% | 5.07% |
(1) The fair value of the 'finance lease receivables' was calculated by discounting future cash flows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash flows refer to initial cash flows and thus do not take into account historical and future indexations.
| Financial year closed on | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Rental area (in m²) | 544,622 | 479,934 |
| ERV of vacant surfaces | 30 | 37 |
| ERV of total portfolio | 60,598 | 48,574 |
| EPRA rental vacancy (in %) | 0.05% | 0.08% |
Care Property Invest only runs a vacancy risk for the 'Tilia' project in Gullegem. For the other projects, the risk is placed with the counterparty and the Company receives the canon/rent, regardless of the occurrence of a certain vacancy. As at 31 December 2022, there are 3 vacant flats in the 'Tilia' project.
The like-for-like net rental income compares the net rental income of the portfolio (including capital repayments and rental discounts) coming from the projects that were kept in operation during 2 consecutive years and were therefore not under development. Information regarding the growth of the net rental income, other than through acquisitions or disposals, allows the stakeholders to estimate the organic growth of the portfolio.
| Amounts in EUR 1,000 |
31/12/2021 | 31/12/2022 | |||||
|---|---|---|---|---|---|---|---|
| Net rental income at current perimeter |
Acquisitions | Sales In operation | Net rental income at current perimeter |
Net rental income for the period |
Evolution of net rental income at current perimeter |
||
| Belgium | 35,663 | 281 | 234 | 3,498 | 37,496 | 41,508 | 5.14% |
| Investment properties in operation |
20,292 | 281 | 0 | 3,498 | 21,239 | 25,017 | |
| Finance leases | 15,372 | 0 | 234 | 0 | 16,257 | 16,491 | |
| The Netherlands | 2,668 | 1,568 | 0 | 2,387 | 2,743 | 6,698 | 2.82% |
| Investment properties in operation |
2,668 | 1,568 | 0 | 2,387 | 2,743 | 6,698 | |
| Spain | 0 | 875 | 0 | 2,638 | 0 | 3,513 | 0.00% |
| Investment properties in operation |
0 | 875 | 0 | 2,638 | 0 | 3,513 | |
| Ireland | 0 | 2,660 | 0 | 0 | 0 | 2,660 | 0.00% |
| Investment properties in operation |
0 | 2,660 | 0 | 0 | 0 | 2,660 | |
| Total investment properties and finance leases in operation |
38,331 | 5,383 | 234 | 8,523 | 40,238 | 54,379 | 4.98% |
In September 2022, the Company's efforts were rewarded with an EPRA BPR Gold Award for the sixth time.
| Amounts in EUR 1,000 | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Administrative/operating expenses according to IFRS financial statements | -10,262 | -7,938 |
| Rental charges and taxes normally borne by the tenant on rented buildings | -36 | 0 |
| Technical costs | -3 | -4 |
| Charges and taxes on unlet properties | -6 | -8 |
| Overheads | -9,763 | -7,897 |
| Other operating income and charges | -454 | -29 |
| EPRA costs (including direct vacancy costs) (A) | -10,262 | -7,938 |
| Charges and taxes on unlet properties | 6 | 8 |
| EPRA costs (excluding direct vacancy costs) (B) | -10,256 | -7,930 |
| Gross rental income (C) | 52,826 | 43,374 |
| EPRA Cost Ratio (including direct vacancy costs) (A/C) (1) | 19.43% | 18.30% |
| EPRA Cost Ratio (excluding direct vacancy costs) (B/C) | 19.41% | 18.28% |
| General and capitalised operating expenses (including share of joint ventures) |
2,428 | 1,205 |
(1) Due to changes in the calculation method for this indicator, the 2021 comparative figures have been adjusted to allow for correct comparability.
Care Property Invest capitalises overhead costs and operating expenses that are directly related to the development projects (legal expenses, project management, ...) and acquisitions.
| Amounts in EUR 1,000 | 31/12/2022 |
|---|---|
| To be included: | |
| Borrowings from Financial Institutions (1) | 483,023 |
| Commercial paper (1) | 30,500 |
| Bond Loans (1) | 65,500 |
| Owner-occupied property (debt) (1) | 4,189 |
| To be excluded: | |
| Cash and cash equivalents | 2,371 |
| Net Debt (a) | 580,841 |
| To be included: | |
| Owner-occupied property (2) | 5,517 |
| Investment properties at fair value (3) | 880,418 |
| Properties under development (3) | 52,485 |
| Intangibles | 92 |
| Net Receivables (4) (5) | 15,905 |
| Financial assets (6) | 177,019 |
| Total Property Value (b) | 1,131,435 |
(1) The total of these items amounts to €583,212 thousand and corresponds to the sum of balance sheet items I.B Non-current financial liabilities (€206,542 thousand) and II.B Current financial liabilities (€376,762 thousand), on which an adjustment of €91 thousand relating to capitalised costs of bonds and rental guarantees received was made.
Care Property Invest holds no shares within a joint venture or material associate and has no minority interests. All assets and liabilities are 100% owned by Care Property Invest.
| 31/12/2022 | 31/12/2021 |
|---|---|
| 142,510 | 102,014 |
| 50,991 | 54,933 |
| 428 | 632 |
| 428 | 632 |
| 193,929 | 157,579 |
| 0 | 0 |
| 193,929 | 157,579 |
Care Property Invest does not own a share in a joint venture.
Dunlavin (IE), Elm Green Nursing Home in New Dunsink (IE), Leeson Park Nursing Home in Ranelagh (IE) and Ratoath Manor Nursing
2021: These are the acquisitions of the projects Résidence des Ardennes in Attert (BE), Dungelhoeff in Lier (BE), Emera Almeria in
Emera Carabanchel in Madrid (ES), as well as the acquisition of the development projects Résidence des Ardennes in Attert (BE), Villa

Watermaal-Bosvoorde (BE) I Les Terrasses Du Bois

Care Property Invest occupies a clear position within the RREC landscape through its specialisation within the market segment of housing for senior citizens. This is the segment in which it is mainly active today, but certainly not exclusively, because in 2014 it extended the definition of its social purpose to the market for people with disabilities in order to realise projects in this segment as well. Geographical expansion also figured on the agenda through the realisation of an objective expansion to the entire European Economic Area.
The Company's preparations in this context paid off in 2018 with a substantial number of new investments, of which the icing on the cake was its first acquisitions on the Dutch healthcare property market. In June 2020 the Company entered its third target market, Spain. Finally, in 2022, the company moved into its fourth target market, Ireland.
The table below provides an overview of the projects that the Company was able to acquire in Belgium, The Netherlands, Spain and Ireland during the 2022 financial year. More information on these projects can be found in chapter 'III. Report of the Board of Directors', point '2.1 Important events during the 2022 financial year' on page 50.
| Name of project | Location of project | Type of project | Classification |
|---|---|---|---|
| Belgium | |||
| Effectively acquired projects generating immediate returns | |||
| Klapgat | Haacht | Group of assisted living apartments | Investment property |
| Effectively acquired projects generating immediate returns | |||
|---|---|---|---|
| Pim Senior | Dorst | Care residence | Investment property |
| Vught – Ome Jan | Vught | Care residence | Investment property |
| Effectively acquired projects under development | |||
| Warm Hart Zuidwolde | Zuidwolde | Care residence | Investment property |
| Warm Hart Ulestraten | Ulestraten | Care residence | Investment property |
| Completed projects | |||
| Aldenborgh | Herten (Roermond) | Care residence | Investment property |
| Villa Vught | Vught | Care residence | Investment property |
| Margaritha Maria Kerk (pastorie) | Tilburg | Care residence | Investment property |
| Huize Elsrijk | Amstelveen | Care residence | Investment property |
| Mariënhaven | Warmond | Care residence | Investment property |
| Villa Ouderkerk | Ouderkerk aan de Amstel | Care residence | Investment property |
| Spain | |||
|---|---|---|---|
| Effectively acquired projects generating immediate returns | |||
| Emera Murcia | Murcia | Residential care centre | Investment property |
| Effectively acquired projects in development | |||
| Solimar Tavernes Blanques | Tavernes Blanques | Residential care centre | Investment property |
| Solimar Elche | Elche | Residential care centre | Investment property |
| Marina Del Port | Barcelona | Residential care centre | Investment property |
| Completed projects | |||
| Emera Carabanchel | Carabanchel | Residential care centre | Investment property |
| Effectively acquired projects in development | |||
|---|---|---|---|
| Sugarloaf Care Centre | Kilmacanogue South | Residential care centre | Investment property |
| Projects signed under suspensory conditions | |||
| Ballincurrig Care Centre | Ballincurrig | Residential care centre | Investment property |
|---|---|---|---|
| Ratoath Manor Nursing Home | Ratoath | Residential care centre | Investment property |
| Dunlavin Nursing Home | Dunlavin | Residential care centre | Investment property |
| Leeson Park Nursing Home | Ranelagh | Residential care centre | Investment property |
| Cairnhill | Bray | Residential care centre | Investment property |
| Elm Green Nursing Home | New Dunsink | Residential care centre with group of assisted living apartments |
Investment property |
| Effectively acquired projects in development | |||
| Sugarloaf Care Centre | Kilmacanogue South | Residential care centre | Investment property |
| Projects signed under suspensory conditions | |||
| Friar's Lodge Nursing Home | Ballinrobe | Residential care centre | Investment property |
In 2022, the Company sold the financial lease with regard to the 'Residentie de Anjers' project in Balen in order to further optimise its portfolio.
The Company's real estate strategy is largely determined by the growing demand for real estate with a social added value, specifically care infrastructure that is fully tailored to the needs of its residents. This strategy is supported by the demographic evolution of both the Belgian, Dutch, Spanish as Irish populations. For new investment projects, the Company focuses on quality buildings, located in good locations with reliable operators where a long-term commitment can be made, preferably under a triple net regime. The Company applies this strategy to all the markets in which it is active.
Care Property Invest's approach simultaneously meets the expectations and needs of operators in this market by entering into long-term contracts and partnerships.
From its experience in building service flats for the Flemish Government, Belgian local authorities and charitable organisations still form an important target group. Furthermore, Care Property Invest also focuses on the private market through the realisation of residential care projects with experienced private operators in Belgium, The Netherlands, Spain and since 2022 Ireland.
What follows includes the description of the healthcare property markets in the countries in which the Company operates in 2022, as provided by the Company's property expert, in addition to the valuation report:
Healthcare real estate is valued relatively high because of the underlying long-term 'triple-net' contracts with professional and solvent operators. These contracts are valued with limited risks, which could foresee that healthcare real estate is almost considered as a financial product rather than a real estate product. The recent crisis will probably show that healthcare real estate also has an inherent risk: long-term contracts only last as long as the EBITDAR of operations does not experience shocks. The continuity in operation of residential care centres during the coming months will have to show whether there will be an impact on the current care real estate market and, more specifically, on current yields.
However, problems could arise on the side of operating costs and available resources. Personnel costs will rise, both from the expectations of the personnel themselves and also from the need for sufficiently trained care personnel. Additional resources will also have to be devoted to the protection and prevention of staff and residents. The current high inflation rate also increases operating costs.
Healthcare real estate as a long-term investment has attracted increasing interest in recent years. The investor market is rapidly expanding to insurance companies and pension funds, for which (very) long term and, furthermore, indexlinked contracts form a decisive element.
(1) Prepared by, and included in this yearly financial report, in agreement with Stadim bv. This is also consistent with the desire of health care operators to pursue a policy that is also focused on the long term. The 'affiliated' division between operation and the real estate, which also occurs in the hotel segment, is therefore a logical consequence. However, the two parties remain affiliated in the need for a balanced profitability: they are therefore codependent. For the operator, the building, and in the case of extension, the property is the property machine which can never be allowed to stutter. Logically, as in the hotel segment, triple net contracts are also concluded in the care sector. For the operator, it is crucial that the quality of the property is maintained and that

Lennik (BE) I Keymolen
the operator can also intervene quickly if there is a threat of restraints. This is a misleading attraction for the investor. The investor is largely relieved of concern for the management of the building and the contract with the operator is for a very long term. The Achilles heel lies in the financial feasibility of the operation and the technical requirements of the building, including conformity with evolving regional regulations. If the operation proves to be insufficiently profitable due to a reduction in government intervention, altered regulations or an excessive lease agreement, a downward correction of the contract will become necessary, or operation may even become impossible. The estimation and follow-up of all possible technical, regulatory and operation-related changes and trends are crucial for the investor.
It is to be welcomed that various government bodies are making moves to limit the offer of individual rooms as investment objects. Fortunately, this will lead to a dead end for joint ownership of healthcare real estate, as with apartments. Furthermore, apart from for justifiable social reasons, in due course it will be impossible to oblige the multitude of joint owners to make sometimes substantial investments at the same time. Hopefully, not only will this legislation be adopted by the different regional federated entities, but it will also be expanded to other types of ownership for the purpose of operation. How do you enforce the quality requirements for a hotel, a student home or even housing converted into multifamily accommodation in a case of joint ownership?
The first half of 2022 could foresee that, due to the general development of further professionalisation of the exploitation
sector and broadening of the candidate investors, with simultaneous downward pressure on interest rates, gross rental yields would diminish steadily. Transactions with 'triple net' longer-term rental contracts were being concluded with rental returns from 4%. However, the last 6 months of 2022 saw a rapid upward movement in interest rates. On the other hand, inflation has also increased sharply. As a result, an increase of 25 basis points in rental yields has already been recorded.
The need for quality and polyvalence, or in general terms, the sustainability of the investment only increases as a result of this. With such low returns, a correction for incorrect expectations is no longer possible. Research linked to other care-needing target groups such as younger disabled people to the experience gained and the development of elderly care, where some services could also be offered in common such as catering, reception, etc., could provide a desired complement and flexibility. For a number of target groups, the number of patients is too low to keep the operation affordable and complementarity will generate new opportunities, including for local projects.
Elderly people need and want to live at home for a longer period, creating greater demand for senior housing and care flats. The Netherlands had 850,512 people over 80 in January 2022. If life expectancy increases sharply over the next 30 years, there will be 2.6 million people aged 80 and over by 2050.
Up to 2030, more than 200,000 care homes must be put on the market. In addition, the existing housing stock is often outdated and will have to be made more sustainable in the coming decades, in line with the climate objectives.
Many rental agreements for healthcare real estate have a rent indexation based on CPI. Since CPI inflation in March 2022 was 9.7%, the rent for healthcare properties can be increased by 9.7% on 1 July 2022. This percentage is considerably higher than the percentages in recent years. The high CPI is largely caused by a sharp increase in energy costs, so healthcare institutions will have to cope with both a rent increase of 9.7% and a substantial rise in energy bills. In many cases, it is stated that the rent increase is used to make the property more
sustainable (in an accelarated way). This is intended to compensate for the aboveaverage rise in rent with lower energy costs. In addition, housing corporations are faced with sharply rising maintenance and renovation costs.
The investment volume of healthcare real estate stood at €575 million until September 2022, 7.8% higher than in 2021. Relative to investors' high willingness to invest, little is traded in healthcare real estate. Mainly due to lack of Offering, the investment volume remained around €850 million, where in aforementioned years there was at least €1 billion.
When it comes to Dutch healthcare real estate, following key trends are visible:
Care Property Invest participates actively as a real estate player and aims to make quality projects available to healthcare entrepreneurs as provided for in the residential care decree.
around 10 and 30 basis points. As a
Characteristics of the Spanish healthcare real estate market:
• Strong fundamentals in the residential care sector: high average life expectancy and an ageing population, forecast to be the oldest in
• Lack of beds, obsolete stock and fragmented market with the potential for consolidation (the top 10 operators hold 20% of the total beds).
• Investment volume has significantly increased over recent years with the entrance of new national and international capital.
• Increasing investor demand in recent years has sharpened yields and resulted in new development projects via forward funding acquisitions.
Spain experienced a baby boom in the 1960s, during a period referred to as 'the Spanish miracle', when the Spanish birth rate was 8.37%. These baby boomers are now 50/60 years old and today make up 25% of the Spanish population. Spain is expected to have the second highest dependency ratio of all European countries by 2050.
The investment volume for residential care centres in Spain has increased significantly in recent years and reached a record volume of around €1.2 billion in 2021, double the volume reached in 2020.
& Wakefield.
(1) Prepared by, and included in this yearly financial report, in agreement with Stadim cvba.
(1) Prepared by, and included in this yearly financial report, in agreement with Cushman

According to the latest available data, Spain has a total of 5,556 residential care centres with a total capacity of approximately 385,000 beds. Although there are numerous operators in this highly competitive market, DomusVi, Orpea, Vitalia, Amavir and Ballesol account for almost 32% of private beds offered in Spanish residential care centres.
Prime yields for residential care centres with long-term leases and a good operator are still under pressure and may drop to 4.50%, although no transaction in 2021 or 2022 was confirmed to this yield due to a lack of prime products. In 2022, several transactions in the main provinces outside Madrid and Barcelona were recorded at 5% or slightly lower. During the first half of 2022, there was interest and pressure on yields. The second half was faced with the war in Ukraine, increased inflationary pressures and an increase in interest rates due to inflation, leading to higher financing costs.
Driven by a dramatic change in Ireland's demographic profile, a hospital system under enormous pressure and a shift towards investment in alternative sectors, there has been an increased demand for healthcare investments in Ireland in recent years, and this has accelerated since 2017. This primarily includes healthcare facilities such as new residential care centres and primary care centres, as there is a well-documented shortage of such facilities in the Irish market. This trend will only escalate in the coming years as the Irish population ages. In the intercensal period between 2011 and 2016, there was indeed a 19% increase in the number of people aged 65 and over in Ireland. As a result, there has been a notable increase in investors and investment funds in recent years, supported by operators specifically targeting this sector. The majority of new investments, both operators and real estate investors, in this sector have come from France, Germany, Belgium, The Netherlands and the UK. As has already been seen in other more mature markets such as the US and the UK, the healthcare sector tends to be particularly attractive to long-term capital and investors with experience in this specialised sector in other jurisdictions.
In the residential care centre sector, investors are largely focused on the Fair Deal rate (the amount the Irish state pays per week for the provision of care), which ranges from around €875 to over €1,300 per week in other locations, such as Dublin.
Investors will therefore be more attracted to investing in residential care centres with a higher Fair Deal rate and because they generate more income.
The government launched the Nursing Home Support Scheme (Fair Deal Scheme) in 2009. According to Fair Deal, a resident of a residential care centre must finance part of their care themselves, with the state compensating for the difference. All residents are assessed on their care and social needs and financial position. Meanwhile, 80% of all residents in residential care centres nationwide benefit from the Fair Deal Rate scheme. Standard services to be provided under the Fair Deal scheme include accommodation, nursing and personal care, bedding, laundry service and basic aids and equipment. Services not covered by the Fair Deal rate or social surcharge include hair and nail salon treatments and other non-routine services to residents.
The number of private beds (of which there are almost 26,000) is dominated by about 15 operators, although this number is declining due to increasing consolidation. The 22 largest operators control only 50% of all private and 'voluntary' beds. The remaining 50% consists of individual residential care centres run by separate entities/owners, as well as voluntary groups and charities.
One of the most striking features of the changing demographics in Ireland is the rate at which the population is ageing, especially among the older age groups. Census 2016 data showed that Ireland's population of elderly people (65+) was 629,800. This was a 35% increase compared to the previous decade. Elderly people now make up 13.4% of the national population (compared to 11% in 2006). The age category 85+ now represents 10.6% of the total population over 65.
The CSO's Population and Labour Force Projections expect the population within the age cohorts 65 years and older to increase by 38% to 871,400 persons by 2026 and by a further 83% by 2051. This will increase the age dependency (65+) to 23.8% of the total population by 2051.
The introduction of the 'National Quality Standards for Residential Care Settings for Older People in 2009' and 'National Quality Standards for Residential Care Settings for Older People in Ireland - 2016' have led to an improvement in the quality of residential care centres. It is possible that a very significant number of these residential care centres in the public sector (some 7,000 beds across some 115 sites) will disappear from the offer with the introduction of HIQA standards, as will some of the older buildings (and non-HIQA compliant) from the private offer. This will result in improved standards but a reduced supply, especially outside Dublin, which cannot be replaced in the short term.
Meath (IE) I Ratoath Manor Nursing Home
(1) Prepared by, and included in this half-yearly financial report, in agreement with CBRE.
| Financial year closed on 31 December 2022 |
Acquisition value (1) |
Fair value (4) | Insured value |
% Assured value in relation to fair value |
Rental income received |
Insurance premium paid (2) |
|---|---|---|---|---|---|---|
| Belgium | ||||||
| Investment properties in operation | 480,317,245 | 546,690,832 | 25,016,585 | 0 | ||
| Investment properties under development |
0 | 0 | 0 | 0 | ||
| Finance leases in operation (3) | 218,368,655 | 197,017,859 | 16,491,130 | 0 | ||
| The Netherlands | ||||||
| Investment properties in operation | 165,891,337 | 177,607,890 | 6,697,871 | 0 | ||
| Investment properties under development |
25,762,940 | 26,160,893 | 0 | 0 | ||
| Spain | ||||||
| Investment properties in operation | 70,539,195 | 74,783,278 | 3,512,928 | 0 | ||
| Investment properties under development |
21,102,454 | 21,099,028 | 0 | 0 | ||
| Ireland | ||||||
| Investment properties in operation | 85,522,813 | 81,336,260 | 2,660,351 | 0 | ||
| Investment properties under development |
5,692,607 | 5,224,646 | 0 | 0 | ||
| TOTAL | 1,073,197,245 1,129,920,686 930,027,709 | 86% | 54,378,866 | 0 |
(1) For the definition of the acquisition value, reference is made to chapter 'IX. Glossary' on page 292.
(2) The necessary insurance policies should be concluded by the operator of the property (given the 'triple net' agreements) or are passed on so that the final costs are to be borne by the operator. The construction site insurance for developments is not included in the insured total. This insurance is borne by the developer.


| Financial year closed on | Number of projects ending between | ||||||
|---|---|---|---|---|---|---|---|
| 31 December 2022 | 0 and 1 years |
1 and 5 years |
5 and 10 years |
10 and 15 years |
15 and 20 years |
>20 years | Total |
| Belgium | 0 | 10 | 27 | 17 | 28 | 25 | 107 |
| Investment properties in operation | 0 | 0 | 1 | 1 | 5 | 20 | 27 |
| Financial leases | 0 | 10 | 26 | 16 | 23 | 5 | 80 |
| The Netherlands | 0 | 0 | 0 | 1 | 10 | 8 | 19 |
| Investment properties in operation | 0 | 0 | 0 | 1 | 10 | 8 | 19 |
| Spain | 0 | 0 | 0 | 3 | 1 | 0 | 4 |
| Investment properties in operation | 0 | 0 | 0 | 3 | 1 | 0 | 4 |
| Ireland | 0 | 0 | 0 | 2 | 0 | 4 | 6 |
| Investment properties in operation | 0 | 0 | 0 | 2 | 0 | 4 | 6 |
| TOTAL (1) | 0 | 10 | 27 | 23 | 39 | 37 | 136 |
(1) As at 31 December 2022, Care Property Invest has 145 effectively acquired projects in its portfolio, of which 136 were completed and 9 projects under development (the care residence 'Sterrenwacht' in Middelburg (NL), the care residence 'St. Josephkerk' in Hillegom (NL), the care residence 'Warm Hart Ulestraten' in Ulestraten (NL), the care residence 'Warm Hart Zuidwolde' in Zuidwolde (NL), the residential care centre 'Emera Mostoles' in Mostoles (ES), the residential care centre 'Solimar Tavernes Blanques' in Tavernes Blanques (ES), the residential care centre 'Solimar Elche' in Elche (ES, the residential care centre 'Marina del Port' in Barcelona (ES) and the residential care centre 'Sugarloaf Care Centre' in Kilmacanogue South (IE)). As at 31 December 2022, there is also 1 project for which it has already signed an agreement under suspensory conditions (the residential care centre 'Skibbereen Residential Care Centre' in Skibbereen (IE)).


The first building right (of the initial real estate portfolio) will expire in 2026, i.e., within 3.50 years.
The average remaining term of the contracts is 15.61 years(1). This period includes the remaining term of the building right which, for the contracts in the initial real estate portfolio, is equal to the remaining leasehold period and the remaining tenancy period. For the new projects, only the rental or leasehold period is taken into account.
(1) The average remaining term of finance leases is 11.93 years and that of investment properties 20.86 years.
| Financial year closed on | Income to be received for the period | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 December 2022 | 0 and 1 years |
1 and 5 years |
5 and 10 years |
10 and 15 years |
15 and 20 years |
>20 years | Total | ||
| Belgium | 33,637,781 133,632,919 154,713,776 140,044,731 123,242,017 | 89,895,833 675,167,057 | |||||||
| Investment properties in operation | 23,262,828 | 93,051,312 | 115,971,914 | 113,868,907 | 109,167,366 | 82,243,676 537,566,003 | |||
| Financial leases | 10,374,953 | 40,581,607 | 38,741,861 | 26,175,824 | 14,074,651 | 7,652,158 | 137,601,054 | ||
| The Netherlands | 15,303,569 | 61,214,276 | 76,517,845 | 76,458,777 | 66,089,850 | 48,064,926 343,649,243 | |||
| Investment properties in operation | 15,303,569 | 61,214,276 | 76,517,845 | 76,458,777 | 66,089,850 | 48,064,926 343,649,243 | |||
| Spain | 4,001,750 | 16,007,000 | 20,008,750 | 18,084,409 | 7,128,767 | 0 | 65,230,676 | ||
| Investment properties in operation | 4,001,750 | 16,007,000 | 20,008,750 | 18,084,409 | 7,128,767 | 0 | 65,230,676 | ||
| Ireland | 4,021,500 | 16,086,000 | 20,107,500 | 18,888,596 | 9,607,500 | 8,192,445 | 76,903,541 | ||
| Investment properties in operation | 4,021,500 | 16,086,000 | 20,107,500 | 18,888,596 | 9,607,500 | 8,192,445 | 76,903,541 | ||
| TOTAL (1) | 56,964,600 226,940,195 271,347,871 253,476,512 206,068,134 146,153,205 1,160,950,516 |
(1) The balance includes the remaining lease and rental income as at 31 December 2022 on the basis of the non-index-linked ground rent, respectively the rental remuneration for the entire remaining term of the contract (due dates not split) and with regard to the project for which the Company bears the risk of voids ('Tilia' in Gullegem), taking into account an occupancy rate of 100%.
| Financial year closed on | Number of projects first occupied | ||||
|---|---|---|---|---|---|
| 31 December 2022 | in 2021 between 1 and 5 years ago |
between 5 and 10 years ago |
>10 years ago | Total | |
| Belgium | 0 | 8 | 20 | 79 | 107 |
| Investment properties in operation | 0 | 5 | 14 | 8 | 27 |
| Financial leases | 0 | 3 | 6 | 71 | 80 |
| The Netherlands | 5 | 7 | 1 | 6 | 19 |
| Investment properties in operation | 5 | 7 | 1 | 6 | 19 |
| Spain | 1 | 2 | 0 | 1 | 4 |
| Investment properties in operation | 1 | 2 | 0 | 1 | 4 |
| Ireland | 0 | 0 | 2 | 4 | 6 |
| Investment properties in operation | 0 | 0 | 2 | 4 | 6 |
| TOTAL (1) | 6 | 17 | 23 | 90 | 136 |
(1) As at 31 December 2022, Care Property Invest has 145 effectively acquired projects in its portfolio, of which 136 were completed and 9 projects under development (the care residence 'Sterrenwacht' in Middelburg (NL), the care residence 'St. Josephkerk' in Hillegom (NL), the care residence 'Warm Hart Ulestraten' IN Ulestraten (NL), the care residence 'Warm Hart Zuidwolde' in Zuidwolde (NL), the residential care centre 'Emera Mostoles' in Mostoles (ES), the residential care centre 'Solimar Tavernes Blanques' in Tavernes Blanques (ES), the residential care centre 'Solimar Elche' in Elche (ES, the residential care centre 'Marina del Port' in Barcelona (ES) and the residential care centre 'Sugarloaf Care Centre' in Kilmacanogue South (IE). As at 31 December 2022, there is also 1 project for which it has already signed an agreement under suspensory conditions (the residential care centre 'Friar's Lodge Nursing Home' in Ballinrobe (IE)).
Due to the increasing demand for modified forms of housing for the elderly, the buildings have few, if any voids and enjoy a very high occupancy rate. The vast majority of contracts concluded are 'triple net' contracts, as a result of which the ground rent or rental charge is always due in full, regardless of the actual occupancy rate. This implies that the economic occupancy rate of these projects is always 100%(1). Any voids of the residential units therefore have no impact on the revenues generated by the Company.
Therefore, the Company can confirm that the general occupancy rate of its investment properties and finance leases amounts to 100% on 31 December 2022.
For the buildings that the Company develops or has developed itself, the Company contracts CAR insurance as well as liability insurance during the construction phase. 10-year liability insurance is contracted from the date that the projects are made available. The premiums paid by Care Property Invest are all paid by the operator.
The lease-, tenancy and provision contracts include an obligation for all leaseholders, tenants and parties to which the property is made available to contract the necessary fire insurance for the new construction value. The leaseholder usually also needs to take out an income loss policy, which covers the company in the event that the property becomes unusable.
The insurance obligation for real estate that is shown in investment properties is also borne by the leaseholder or tenant (operator), in accordance with the requirements included in the lease contracts or tenancy agreements. Care Property Invest therefore pays no insurance premiums for these buildings. The Company exercises control over the compliance of the operators with their insurance obligations.
In compliance with Article 30 of the RREC Law, no more than 20% of the consolidated assets may be invested in property that constitutes a single property unit. As at 31 December 2022, Care Property Invest did not exceed the legal limit of 20% laid down in Article 30 of the RREC Law. As at 31 December, the concentration risk for Colisée is 15.03%, for Vulpia Care Group 10.14%, for Korian 9.11%, My-Assist 7.29% and Valuas Zorggroep 5.36%.
The Company takes this legal provision into consideration with every acquisition it makes and the order in which these investments are made.
(1) Care Property Invest only encounters a vacancy risk with the project 'Tilia' in Gullegem. The vacancy rate for the 'Tilia' project is therefore negligible in the entire portfolio. The occupancy rate for 2022 was 77%, and for 2021 it was 69%. With respect to the projects in the initial real estate portfolio, the risk lies with the counterparty. The Company receives the ground rent, whether or not a certain vacancy exists. For the new projects as well, the Company tries to shift this risk entirely or for a large part to the counterparty.
| Operator and projects - 31 December 2022 |
No. map |
Year of con struc tion/ (latest) reno vation |
Total let table floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Estimated rental value (ERV) (1) |
Oc cupan cy rate (3) |
Address | Fair value com pared to conso lidated assets (%) (2) |
|---|---|---|---|---|---|---|---|---|---|
| Belgium | 201,373 | 2,722 26,032,462 26,111,823 | |||||||
| Anima | |||||||||
| Nuance | 7 | 2020 | 7,239 | 121 | 779,054 | 100% | Schaatsstraat 20, 1190 Vorst | ||
| Colisée | 15.03% | ||||||||
| Les Terrasses du Bois | 8 | 2014 | 16,568 | 176 | 2,213,695 | 100% | Terhulpsesteenweg 130, 1170 Watermaal-Bosvoorde |
||
| Ter Meeuwen | 16 | 2015 | 8,628 | 101 | 856,745 | 100% | Torenstraat 15, 3670 Oudsbergen | ||
| Park Kemmelberg | 13 | 2014 | 2,412 | 31 | 381,159 | 100% | Lange Pastoorstraat 37, 2600 Berchem |
||
| Residentie "Moretus" | 12 | 2011 | 8,034 | 139 | 1,252,379 | 100% | Grotesteenweg 185, 2600 Berchem | ||
| De Wand | 22 | 2015 | 10,562 | 137 | 1,354,992 | 100% Wandstraat 21109/2013, 1020 Brussel | |||
| Keymolen | 23 | 2014 | 7,245 | 88 | 956,285 | 100% Karel Keymolenstraat 55, 1750 Lennik | |||
| Westduin | 24 | 2014 | 11,594 | 135 | 1,646,935 | 100% | Badenlaan 62, 8434 Westende | ||
| OCMW Wevelgem | |||||||||
| Residentie "Tilia" | 1 | 2015 | 1,454 | 15 | 143,368 | 77% | Dorpsplein 21, 8560 Gullegem | ||
| Orelia Group | |||||||||
| Wiart 126 | 17 | 2014 | 6,875 | 104 | 1,033,665 | 100% | Carton de Wiartlaan 126-128, 1090 Jette |
||
| Ter Beuken | 10 | 2016 | 6,834 | 92 | 904,620 | 100% | Beukenbosstraat 9, 1652 Alsemberg | ||
| Résidence du Lac | |||||||||
| La Résidence du Lac | 19 | 2011 | 5,410 | 99 | 977,681 | 100% | Avenue Albert 1er 319, 1332 Genval | ||
| Korian | 5.48% | ||||||||
| 3 Eiken | 6 | 2016 | 7,990 | 122 | 1,132,958 | 100% | Drie Eikenstraat 14, 3620 Lanaken | ||
| Huyse Elckerlyc | 18 | 2008 | 3,944 | 73 | 346,427 | 100% | Trinellestraat 23, 3770 Riemst | ||
| Ter Bleuk | 5 | 2016 | 5,593 | 52 | 805,403 | 100% | Bleukstraat 11, 2820 Bonheiden-Rijmenam |
||
| Woonzorgcentrum Oase | 11 | 2016 | 6,730 | 76 | 947,171 | 100% | Tramlaan 14, 1861 Wolvertem | ||
| My Assist | 7.29% | ||||||||
| La Reposée | 20 | 2020 | 5,643 | 98 | 885,134 | 100% Rue de Chemin de Fer 1, 7033 Bergen | |||
| New Beaugency | 21 | 2015 | 4,805 | 85 | 866,342 | 100% | Rue d'Ellezelles 57, 7321 Bernissart | ||
| Residence des Ardennes 25 | 2021 | 14,441 | 200 | 2,253,350 | 100% | Rue du Bois de Loo 379, 6717 Attert | |||
| Thuis Leven | |||||||||
| Klapgat | 27 | 2020 | 7,448 | 53 | 609,821 | 100% | Klapgat 6-8, 3150 Haacht |
| Operator and projects - 31 December 2022 |
No. map |
Year of con struc tion/ (latest) reno vation |
Total let table floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Estimated rental value (ERV) (1) |
Oc cupan cy rate (3) |
Address | Fair value com pared to conso lidated assets (%) (2) |
|---|---|---|---|---|---|---|---|---|---|
| Vulpia Care Group | 10.14% | ||||||||
| Aan de Kaai | 3 | 2012 | 7,950 | 74 | 938,589 | 100% | Antoine Coppenslaan 33, 2300 Turnhout |
||
| Boeyendaalhof | 4 | 2011 | 7,139 | 117 | 847,673 | 100% | Itegemsesteenweg 3, 2270 Herenthout |
||
| Bois de Bernihè | 9 | 2013 | 6,886 | 114 | 644,877 | 100% | Avenue de Houffalize 65, 6800 Libramont-Chevingny |
||
| De Nieuwe Kaai | 2 | 2005 | 7,806 | 99 | 981,639 | 100% | Nieuwe Kaai 5-7, 2300 Turnhout | ||
| Home Aldante | 14 | 2003 | 2,372 | 55 | 189,882 | 100% | Uytroeverstraat 1, 1081 Koekelberg | ||
| 't Neerhof | 15 | 2013 | 8,236 | 108 | 802,928 | 100% | Nieuwstraat 69, 9660 Brakel | ||
| Dungelhoeff | 26 | 2021 | 11,535 | 158 | 1,279,690 | 100% | Kazernedreef ZN, 2500 Lier |


| Operator and projects - 31 December 2022 |
No. map |
Year of con struc tion/ (latest) reno vation |
Total let table floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Estimated rental value (ERV) (1) |
Oc cupan cy rate (3) |
Address | Fair value com pared to conso lidated assets (%) (2) |
|---|---|---|---|---|---|---|---|---|---|
| The Netherlands | 41,612 | 450 | 9,172,313 9,580,817 | ||||||
| Aldenborgh Exploitatie | |||||||||
| Aldenborgh | 15 | 2022 | 2,470 | 32 | 465,000 | 100% | Oudeborgstraat 12-14, 6049 Herten (Roermond) |
||
| De Familie | |||||||||
| Vught - Ome Jan | 22 | 2021 | 1,500 | 26 | 488,280 | 100% | Ravelijn 1, 5264 PC Vught | ||
| Com4Care | |||||||||
| Huize Elsrijk | 18 | 2022 | 1,280 | 15 | 322,500 | 100% | Keizer Karelweg 489-491, 181 RH Amstelveen |
||
| De Gouden Leeuw Groep | |||||||||
| De Gouden Leeuw (Laag Keppel) |
6 | 1980 | 2,265 | 36 | 362,790 | 100% | Rijksweg 91, 6998 AG Laag-Keppel | ||
| De Gouden Leeuw (Zelhem) |
9 | 2007 | 5,200 | 40 | 665,964 | 100% | Burg. Rijpstrastraat 3-5, 7021 CP Zelhem |
||
| De Gouden Leeuw (Zutphen) |
10 | 2021 | 3,708 | 36 | 690,563 | 100% | De Clercqstraat 58, 7201 EC Zutphen | ||
| Korian | 2.52% | ||||||||
| De Orangerie | 1 | 2021 | 6,567 | 64 | 591,398 | 100% | Malvert 5002-5004, 6538 DM Nijmegen |
||
| Margaritha Maria Kerk | 3 | 2021 | 3,547 | 32 | 421,185 | 100% | Ringbaan West 300, 5025 VB Tilburg | ||
| Villa Ouderkerk | 19 | 2022 | 4,378 | 32 | 490,000 | 100% | Polderweg 3, 1191 JR Ouderkerk aan de Amstel |
||
| Ontzorgd Wonen Groep | |||||||||
| Villa Sijthof | 4 | 2015 | 1,411 | 19 | 361,811 | 100% | Oud Clingendaal 7, 2245 CH Wassenaar |
||
| Pim Senior | |||||||||
| Dorst | 23 | 2021 | 3,976 | 56 | 1,067,000 | 100% | Geerstraat 1, 4849 PP Dorst | ||
| Valuas Zorggroep | 5.31% | ||||||||
| Villa Pavia | 2 | 2004 | 1,638 | 16 | 298,436 | 100% Laan van Beek en Royen 45, 3701 AK Zeist |
|||
| Boarnsterhim State | 11 | 2011 | 1,500 | 19 | 167,457 | 100% Wjitteringswei 67, 8495 JM Aldeboarn | |||
| De Meerlhorst | 14 | 2016 | 1,380 | 17 | 326,852 | 100% | Van Merlenlaan 2, 2103 GD Heemstede |
||
| Het Witte Huis | 13 | 2011 | 1,600 | 25 | 514,777 | 100% | Endegeesterlaan 2-4, 2342 CZ Oegstgeest |
||
| Villa Oranjepark | 12 | 2007 | 942 | 14 | 172,782 | 100% | Prins Hendriklaan 2, 2341 JB Oegstgeest |
||
| Villa Wulperhorst | 7 | 2021 | 3,500 | 44 | 799,918 | 100% | Tiendweg 6-8, 3709 JP Zeist | ||
| Villa Vught | 17 | 2022 | 1,450 | 21 | 345,600 | 100% | Gogelstraat 3, 5262 AB Vught | ||
| Mariënhaven | 16 | 2022 | 3,610 | 41 | 620,000 | 100% | Mgr. Aengenentlaan 1, 2361 GB in Warmond |
Fair value portfolio

As at 31 December 2022, Care Property Invest has 145 effectively acquired residential care projects in Belgium, the Netherlands, Spain and Ireland. The Company has the ambition to increase this number in the short term, and to further diversify the operator base.
| Operator and projects - 31 December 2022 |
No. map |
Year of con struc tion/ (latest) reno vation |
Total let table floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Estimated rental value (ERV) (1) |
Oc cupan cy rate (3) |
Address | Fair value com pared to conso lidated assets (%) (2) |
|---|---|---|---|---|---|---|---|---|---|
| Spain | 63,135 | 642 | 4,130,291 | 4,153,565 | |||||
| Emera Group | |||||||||
| Emera Almeria | 2 | 2021 | 6,689 | 125 | 602,291 | 100% Calle Severo Ochoa 12, 03015 Almeria | |||
| Emera Carabanchel | 1 | 2022 | 11,789 | 160 | 835,000 | 100% | Calle Juan Mieg 25, 28054 Carabanchel, Madrid |
||
| Emera Murcia | 4 | 2021 | 7,370 | 128 | 607,000 | 100% Calle Avenida De La Justicia, Murcia | |||
| Forum de Inversiones Inmobiliarias Mare Nostrum | |||||||||
| Forum Mare Nostrum I | 5 | 2008 | 37,287 | 229 2,086,000 | 100% Camino del Pintxo 2, 03580 Alicante | ||||
| Ireland | 25,377 | 438 4,021,500 4,034,050 | |||||||
| Silver Stream Healthcare Group | |||||||||
| Ballincurrig Care Centre | 1 | 2003 | 1,896 | 48 | 311,000 | 100% Ballincurrig, Leamlara, Co. Cork, T56 TC04 |
|||
| Ratoath Manor Nursing Home |
2 | 1995 | 2,715 | 54 | 345,000 | 100% | Ratoath, Co. Meath, T A85 YW73 | ||
| Dunlavin Nursing Home | 3 | 2016 | 2,845 | 61 | 555,500 | 100% | Dunlavin Lower, Dunlavin, Co. Wicklow, W91 P3C6 |
||
| Leeson Park Nursing Home |
4 | 2013 | 1,533 | 40 | 710,000 | 100% | 10 Leeson Park, Ranelagh, Dublin, D06 TC65 |
||
| DomusVi | |||||||||
| Cairnhill Nursing Home | 5 | 2013 | 7,193 | 88 | 900,000 | 100% | Herbert Road, Bray, Co Wicklow A98 VF88 |
||
| Elm green Nursing Home |
6 | 2015 | 9,195 | 147 | 1,200,000 | 100% | Dunsink Lane, Dunsink, Co.Dublin 15 E403 |
||
| TOTAL | 336,652 | 4,320 43,356,566 43,880,255 |
(1) For the hypotheses and principles adopted for the estimate of the rental value, reference is made to paragraph '4. Report of the real estate expert' on page 168. For the 'Aan de Kaai' investment property, the real estate expert based the calculation of the rental value on the assumption that the day-care centre will/can be converted into an additional 10 rooms. This estimated rental value is shown segmented by country.
(2) The calculation also takes into account the fair value of the ongoing development projects per operator. The other real estate units do not represent more than 5% of the total assets. The consolidated assets include financial leases at fair value.
(3) For the method of calculating the occupancy rate, we refer to paragraph '1.3 Occupancy rate' on page 292 of Chapter IX. Glossary.

| Project Name | No. map |
Location | Country Estimated total cost |
Current cost price |
Estimated future cost |
Planned delivery |
ERV after comple tion |
Operator | Type | |
|---|---|---|---|---|---|---|---|---|---|---|
| The Netherlands | 32,674,808 | 25,762,940 | 6,911,868 | 1,751,442 | ||||||
| Sterrenwacht | 5 | Middelburg | NL | 6,512,532 | 6,365,132 | 147,400 Q2 2023 | Korian | Redevelopment | ||
| Sint Josephkerk | 8 | Hillegom | NL | 9,130,000 | 6,599,402 | 2,530,598 Q2 2023 | Korian | Redevelopment | ||
| Warm Hart Zuidwolde |
20 | Zuidwolde | NL 10,493,814 | 8,626,826 | 1,866,988 Q2 2023 | Warm Hart Zorghuizen |
Development | |||
| Warm Hart Ulestraten |
21 | Ulestraten | NL | 6,538,462 | 4,171,580 | 2,366,882 Q3 2023 | Warm Hart Zorghuizen |
Development | ||
| Spain | 40,537,253 | 21,102,454 19,434,799 | 2,240,025 | |||||||
| Emera Mostoles | 3 | Mostoles | ES 12,000,000 | 11,341,482 | 658,518 Q2 2023 | Emera Group | Development | |||
| Solimar Tavernes Blanques |
6 | Tavernes Blanques |
ES 10,633,000 | 3,511,074 | 7,121,926 Q4 2024 | Vivalto Group | Development | |||
| Solimar Elche | 7 | Elche | ES 10,835,000 | 3,703,357 | 7,131,643 Q2 2025 | Vivalto Group | Development | |||
| Marina del Port | 8 | Barcelona | ES | 7,069,253 | 2,546,540 | 4,522,713 Q2 2024 | La Vostra Llar | Development | ||
| Ireland | 23,444,185 | 5,692,607 17,751,578 | 1,100,000 | |||||||
| Sugarloaf Care Centre |
7 | Kilmacano gue South |
IE 23,444,185 | 5,692,607 17,751,578 Q4 2024 | Silver Stream Healthcare Group |
Development | ||||
| TOTAL | 96,656,246 | 52,558,001 44,098,245 | 5,091,467 |
| Project Name | Year of con struc tion/ (latest) reno vation |
Total lettable floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Oc cupan cy rate |
Address |
|---|---|---|---|---|---|---|
| OCMW/CPAS | 180,507 | 1,885 14,663,321 | ||||
| Antwerp | ||||||
| Residentie "'t Lam" | 1997 | 2,465 | 26 | 223,126 | 100% | Polderstraat 1, 2070 Zwijndrecht |
| Residentie "De Loteling" | 1998 | 2,103 | 24 | 177,531 | 100% | Kapellei 109, 2980 Sint-Antonius (Zoersel) |
| Residentie "De Linde" | 1998 | 2,348 | 23 | 198,743 | 100% | Jaak Aertslaan 3, 2320 Hoogstraten |
| Residentie "De Peulder" | 1998 | 1,722 | 20 | 170,027 | 100% | Bellekens 2, 2370 Arendonk |
| Residentie "Papegaaienhof" | 1999 | 2,285 | 24 | 221,800 | 100% | Burgemeester De Boeylaan 2, 2100 Deurne |
| Residentie "Altena" | 2003 | 2,480 | 25 | 281,315 | 100% | Antwerpsesteenweg 75, 2550 Kontich |
| Residentie "Mastbos" | 2000 | 1,728 | 20 | 194,413 | 100% | Maststraat 2, 2910 Essen |
| Residentie "Mastbos" - uitbreiding | 2010 | 866 | 10 | 94,997 | 100% | Maststraat 2, 2910 Essen |
| Residentie "Kloosterhof" | 2001 | 1,955 | 24 | 226,141 | 100% | Kloosterhof 1, 2470 Retie |
| Residentie "De Brem" | 2001 | 3,512 | 42 | 365,635 | 100% | Zwaantjeslei 87, 2170 Merksem |
| Residentie "'t Kloosterhof" | 2002 | 1,476 | 17 | 164,121 | 100% | Pastoor Woestenborghslaan 4, 2350 Vosselaar |
| Residentie "A. Stappaerts" | 2002 | 2,090 | 28 | 331,397 | 100% | Albert Grisarstraat 17-25, 2018 Antwerpen |
| Residentie "Sint-Bernardus" | 2004 | 3,094 | 24 | 222,792 | 100% | Sint-Bernardusabdij 1, 2620 Hemiksem |
| Residentie "De Wilders" | 2004 | 2,069 | 25 | 242,743 | 100% | De Wilders 39, 2382 Poppel (Ravels) |
| Residentie "Het Sluisken" | 2005 | 2,158 | 25 | 211,903 | 100% | Gasthuisstraat 9, 2960 Brecht |
| Residentie "Geestenspoor" | 2006 | 1,660 | 19 | 161,629 | 100% | Geestenspoor 69-75, 2180 Ekeren |
| Residentie "'t Zand" | 2011 | 3,378 | 36 | 145,606 | 100% | Zandstraat 4, 2960 Sint-Job-in-'t-Goor |
| "Hof van Picardiën" | 2012 | 2,004 | 22 | 132,059 | 100% | Molenstraat 68, 2970 Schilde |
| Residentie "De Schittering" | 2012 | 2,537 | 22 | 150,684 | 100% | Nieuwstraat 11-15, 2290 Vorselaar |
| Residentie "Nieuwe Molenakkers" | 2012 | 6,125 | 37 | 247,603 | 100% | Boudewijnstraat 7, 2340 Beerse |
| Residentie "Ten Hove" | 2013 | 4,771 | 50 | 155,188 | 100% | Jakob Smitslaan 26, 2400 Mol |
| West Flanders | ||||||
| Residentie "Zevekote" | 1998 | 2,059 | 22 | 194,138 | 100% | Kleine Stadenstraat 2, 8830 Hooglede |
| Residentie "D'Hooge" | 1998 | 1,469 | 19 | 166,165 | 100% | Statiestraat 80, 8810 Lichtervelde |
| Residentie "Roger Windels" | 1998 | 1,766 | 21 | 176,507 | 100% | Karel de Goedelaan 4, 8820 Torhout |
| Residentie "Soetschip" | 1999 | 727 | 10 | 89,168 | 100% | Lostraat 3, 8647 Lo-Reninge |
| Residentie "Zilverschoon" | 2000 | 2,524 | 30 | 256,818 | 100% | Beversesteenweg 51, 8800 Roeselare |
| Residentie "Eugenie Soenens" | 2001 | 1,348 | 14 | 129,392 | 100% | Ieperweg 9a, 8211 Loppen (Zedelgem) |
| Residentie "'t Kouterhuys" | 2011 | 2,991 | 33 | 257,739 | 100% | Hospitaalstraat 31, 8610 Kortemark |
| Residentie "De Varent" | 2002 | 5,901 | 63 | 655,634 | 100% | Zuiderlaan 45, 8790 Waregem |
| Residentie "Ter Drapiers" | 2002 | 1,553 | 17 | 156,744 | 100% | Gasstraat 4, 8940 Wervik |
| Residentie "Meulewech" | 2002 | 3,175 | 36 | 331,448 | 100% | Kosterijstraat 40-42, 8200 Brugge |
| Residentie "De Vliedberg" | 2010 | 3,306 | 35 | 184,538 | 100% | Rudderhove 2, 8000 Brugge |
| Residentie "Ter Leyen" | 2012 | 2,640 | 33 | 119,223 | 100% | Wiermeers 12, 8310 Brugge |
| Residentie "Ten Boomgaarde" | 2012 | 4,839 | 38 | 197,367 | 100% | Ter Beke 31, 8200 Brugge |
| Residentie "De Vlasblomme" | 2003 | 1,527 | 19 | 187,175 | 100% | Grote Molenstraat 43, 8930 Menen |
| Residentie "Leonie" | 2005 | 1,101 | 17 | 121,404 | 100% Leonie de Croixstraat 19, 8890 Dadizele (Moorslede) | |
| Residentie "Ter Linde" | 2011 | 1,863 | 20 | 166,531 | 100% | Gitsbergstraat 40, 8830 Hooglede |
| Residentie "Duinenzichterf" | 2011 | 4,135 | 48 | 333,477 | 100% | Duinenzichterf 10-14, 8450 Bredene |
| Project Name | Year of con struc tion/ (latest) reno vation |
Total lettable floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Oc cupan cy rate |
Address |
|---|---|---|---|---|---|---|
| East Flanders | ||||||
| Residentie "De Lavondel" | 1997 | 1,856 | 20 | 155,254 | 100% | Proosdij 15, 9400 Denderwindeke |
| Residentie "De Kaalberg" | 1998 | 4,501 | 47 | 394,957 | 100% | Prachting 6, 9310 Moorsel |
| Residentie "Denderzicht" | 1999 | 1,561 | 17 | 163,789 | 100% | Burchtstraat 48-54, 9400 Ninove |
| Residentie "Aster" | 2000 | 1,358 | 16 | 120,010 | 100% | Koning Albertstraat 7, 9968 Oosteeklo |
| Residentie "Herfstdroom" | 2000 | 1,902 | 20 | 183,121 | 100% | Bommelstraat 33, 9840 De Pinte |
| Residentie "Den Eendengaerd" | 2000 | 1,756 | 20 | 183,945 | 100% | Marktplein 23, 9920 Hamme |
| Residentie "Den Craenevliet" | 2004 | 816 | 11 | 129,907 | 100% | Killestraat 33, 9220 Hamme |
| Residentie "Cuesta" | 2005 | 1,872 | 24 | 176,389 | 100% | Molenstraat 41, 9250 Waasmunster |
| Residentie "De Lijsterbes" | 2006 | 1,865 | 20 | 175,609 | 100% | Steenvoordestraat 38 bis, 9070 Destelbergen |
| Residentie "De Vlierbes" | 2014 | 1,854 | 20 | 188,080 | 100% | Steenvoordestraat 36 bis, 9070 Destelbergen |
| Residentie "De Goudbloem" | 2009 | 4,102 | 36 | 166,169 | 100% | Zwijgershoek 10, 9100 Sint-Niklaas |
| Residentie "De Priesteragie" | 2012 | 6,072 | 60 | 210,710 | 100% | Azalealaan 6, 9100 Sint-Niklaas |
| Flemish Brabant | ||||||
| Residentie "Den Eikendreef" | 1998 | 1,081 | 13 | 110,198 | 100% | Kloosterstraat 73, 1745 Opwijk |
| Residentie "De Vlindertuin" | 2014 | 3,152 | 32 | 343,433 | 100% | Kloosterstraat 77, 1745 Opwijk |
| Residentie "Dry Coningen" | 2007 | 2,030 | 24 | 195,743 | 100% | Leuvensesteenweg 190, 3070 Kortenberg |
| Residentie "De Sterre" | 2008 | 1,320 | 15 | 156,484 | 100% Mechelsesteenweg 197, 1933 Sterrebeek (Zaventem) | |
| Residentie "De Veste" | 2010 | 2,037 | 18 | 261,182 | 100% | Veste 25, 1932 Sint-Stevens-Woluwe (Zaventem) |
| Seniorie "Houtemhof" | 2008 | 3,187 | 31 | 307,887 | 100% | Houtemstraat 45, 3300 Tienen |
| Seniorie "Houtemhof" - uitbreiding |
2010 | 2,429 | 31 | 257,699 | 100% | Houtemstraat 45, 3300 Tienen |
| Residentie "Den Bleek" | 2011 | 1,936 | 16 | 144,818 | 100% | Stationsstraat 35, 1750 Sint-Kwintens-Lennik |
| Residentie "Paepenbergh" | 2012 | 4,344 | 36 | 139,921 | 100% | Fabriekstraat 148, 1770 Liedekerke |
| Residentie "Ter Wolven" | 2012 | 4,284 | 43 | 192,404 | 100% | Godshuisstraat 33, 1861 Wolvertem (Meise) |
| Limburg | ||||||
| Residentie "De Kempkens II" | 2000 | 1,537 | 16 | 145,699 | 100% | De Kempens 1, 3930 Hamont |
| Residentie "'t Heppens Hof" | 2003 | 1,622 | 19 | 189,792 | 100% | Heidestraat 1, 3971 Leopoldsburg |
| Residentie "De Parel" | 2001 | 2,713 | 31 | 291,037 | 100% | Rozenkransweg 21, 3520 Zonhoven |
| Residentie "Chazal" | 2004 | 2,703 | 31 | 300,530 | 100% | De Wittelaan 1, 3970 Leopoldsburg |
| Residentie "Kompas" | 2005 | 1,462 | 18 | 186,822 | 100% | Dorpsstraat 82A, 3665 As |
| Residentie "De Lier" | 2007 | 2,807 | 25 | 151,158 | 100% | Michielsplein 5, 3930 Achel |
| Residentie "Mazedal" | 2008 | 3,346 | 28 | 318,692 | 100% | Langs de Graaf 15, 3650 Dilsen-Stokkem |
| Residentie "De Brug" | 2009 | 4,667 | 40 | 181,517 | 100% | Rozenkransweg 25, 3520 Zonhoven |
| Residentie "De Klitsberg" | 2009 | 2,800 | 24 | 176,642 | 100% | Klitsbergwijk 28, 3583 Paal (Beringen) |
| Residentie "Carpe Diem" | 2012 | 2,538 | 28 | 181,433 | 100% | Hesdinstraat 5, 3550 Heusden-Zolder |
| De Waterjuffer | 2013 | 3,247 | 37 | 139,372 | 100% | Speelstraat 8, 3945 Ham |
| Project Name | Year of con struc tion/ (latest) reno vation |
Total lettable floor area (in m²) |
Num ber of resi dential units |
Contrac tual rental income |
Oc cupan cy rate |
Address |
|---|---|---|---|---|---|---|
| VZW/ASBL | 8,524 | 103 | 742,907 | |||
| Antwerp | ||||||
| Residentie "d' Hoge Bomen" | 2000 | 1,821 | 22 | 187,261 | 100% | Hoogboomsteenweg 124, 2950 Kapellen |
| Residentie "Ten Velden" | 2010 | 1,558 | 21 | 111,320 | 100% | Kerkevelden 44-60, 2560 Nijlen |
| East Flanders | ||||||
| Residentie "Noach" | 1998 | 1,254 | 15 | 141,337 | 100% | Nieuw Boekhoutestraat 5A, 9968 Bassevelde |
| Residentie "Serviceflats Ten Bosse II" |
2002 | 1,692 | 19 | 162,695 | 100% | Ten Bosse 150, 9800 Deinze |
| Residentie "Ponthove" | 2005 | 2,199 | 26 | 140,295 | 100% | Pontstraat 18, 9870 Zulte |
| 76 PROJECTS | 189,031 | 1,988 15,406,228 |
| Project Name | No. map Year of | con struc tion/ (latest) renova tion |
Total lettable floor area (in m²) |
Num ber of resi den tial units |
Contrac tual rental income |
Oc cupan cy rate |
Address |
|---|---|---|---|---|---|---|---|
| OCMW/CPAS | |||||||
| Hof ter Moere | 1 | 2017 | 1,937 | 22 | 231,686 | 100% | Herfstvrede 1A, 9180 Moerbeke |
| Huis Driane | 2 | 2018 | 1,742 | 22 | 200,195 | 100% | Molenstraat 56, 2270 Herenthout |
| De Stille Meers | 4 | 2020 | 5,326 | 60 | 255,776 | 100% | Sluisvaartstraat 56, 8430 Middelkerke |
| Zorghuizen vzw/asbl | |||||||
| De Nieuwe Ceder | 3 | 2019 | 4,779 | 86 | 623,623 | 100% | Parijsestraat 34, 9800 Deinze |
| 4 PROJECTS | 13,784 | 190 | 1,311,280 | ||||
| Finance leases Belgium(1) |
4 | 3 | 1 | 2 | |||
| Occupancy rate €197 million Fair value portfolio |
|||||||
| (1) This concerns the fair value of the finance leases, including the initial portfolio. |

The real estate portfolio is valued by Stadim, Cushman & Wakefield and CBRE. The total fair value of the portfolio amounts to €934,268,804 (including rights in rem). The fair value of the portfolio valued by Stadim amounts to €692,965,617 (74%). The fair value of the portfolio valued by Cushman & Wakefield amounts to €154,742,306 (17%). The fair value of the portfolio, valued by CBRE, amounted to €86,560,906 (9%).
Dear Madam or Sir
According to the statutory provisions, we have the honour of expressing our view on the value of the real estate portfolio of the public regulated real estate company (public RREC) Care Property Invest as at 31 December 2022.
Both Stadim cvba and the natural persons that represent Stadim confirm that they have acted as independent experts and hold the necessary relevant and recognised qualifications.
The valuation was performed on the basis of the market value, as defined in the 'International Valuation Standards' published by the 'Royal Institution of Chartered Surveyors' (the 'Red Book'). As part of a report that complies with the International Financial Reporting Standards (IFRS), our estimates reflect the fair value. The fair value is defined by the IAS 40 standard as the amount for which the assets would be transferred between two well-informed parties, on a voluntary basis, without special interests, mutual or otherwise. IVSC considers that these conditions have been met if the above definition of market value is respected. The market value must also reflect the current rental agreements, the current gross margin for self-financing (or cash flow), the reasonable assumptions concerning the potential rental income and the expected costs.
The costs of deeds must be adjusted in this context to the current situation in the market. Following an analysis of a large number of transactions, the real estate experts acting in a working group at the request of listed real estate companies reached the conclusion that, as real estate can be transferred in different forms, the impact of the transaction costs on large investment properties in the Belgian market with a value in excess of €2.5 million is limited to 2.5%. The value with no additional costs payable by the buyer therefore corresponds to the fair value plus deed costs of 2.5%. The fair value is therefore calculated by dividing the value with no additional costs payable by the buyer by 1.025. The properties below the threshold of €2.5 million and the foreign properties are subject to the customary registration laws and their fair value therefore corresponds to the value with costs payable by the buyer.
Both the current lease contracts and all rights and obligations arising from these contracts were taken into account in the estimates of the property values. Individual estimates were made for each property. The estimates do not take account of
The fair value of our property portfolio increased by as much as 15% during 2022.
any potential added value that could be realised by offering the portfolio as a whole in the market. Our valuation does not take account of selling costs or taxes payable in relation to a transaction or development of real estate. These could include estate agents' fees or publicity costs, for example. In addition to an annual inspection of the relevant real estate, our estimates are also based on the information provided by Care Property Invest in relation to the rental situation, the floor areas, the drawings or plans, the rental charges and taxes in connection with the properties concerned, conformity with laws and regulations and environmental pollution. The information provided was deemed to be accurate and complete. Our estimates assume that elements that were not reported are not of a nature that would influence the value of the property. This valuation reflects the value in the market on the valuation date.
On 31 December 2022, the fair value of the property portfolio amounted to €691,599,615 and the market value with no additional costs payable by the buyer (or the investment value, before deduction of transfer tax) to €718,910,620. The fair value of the outstanding ground rent amounts to €1,366,002.
Antwerp, 31 December 2022
Yasmin Verwilt Valuation expert-Advisor Stadim bv Céline Janssens - MRE, MRICS Managing Director Stadim bv

Mostoles (ES) I Emera Mostoles
Dear Madam, Sir
We are pleased to send you our estimate of the fair value of investment properties held by Care property Invest as of 31 December 2022.
The valuations have been carried out taking into account the comments and definitions included in the reports and this according to the guidelines of the International Valuation Standards issued by the 'IVSC'.
We have acted individually as experts for the valuation where we have the necessary and recognised qualifications as well as the necessary expertise for these locations and types of buildings to be assessed. The determination of the fair value of the assessor has been derived primarily by using recent, comparable transactions that have taken place in the market, at arm's length conditions.
The valuation of the properties is assessed on the basis of the current rental contract and all associated rights and obligations. Each property was evaluated individually. This valuation does not take into account the potential value that can be realised by putting the entire portfolio on the market.
The valuations do not take into account the selling costs of a specific transaction such as brokerage or publicity costs. The valuations are based on property visits and information provided by Care Property Invest (such as current rent, area, plans, changes in rent, property taxes and regulations and pollution).
The information provided is assumed to be accurate and complete. The valuation is carried out on the assumption that the unavailable information does not affect the valuation of the property.
The 3 internationally defined valuation methods, as defined in the RICS Red Book, are the market approach, the cost approach and the income approach. These valuation methods are easily recognised by their basic principles:
The market approach equates to the comparison method of valuation;
The income approach refers to the investment method, either traditional (cap rate) or discounted cash flow (DCF) and is generally used for income generating properties;
The Cost Approach is often taken to refer to the Depreciated Replacement Cost method (DRC) and is generally used for non-income generating properties.
The different valuation methodologies are explained in the valuation reports and are based on the RICS Red Book.
Based on the valuations, the consolidated fair value of the portfolio amounted to €154,742,306 (after deduction of outstanding construction costs) as at 31 December 2022.
Benoit Deuysters Valuer Valuation & Advisory Emeric Inghels - MRICS Partner Valuation & Advisory
Dear Madam, Sir
We are pleased to send you our estimate of the fair value of investment properties held by Care property Invest as of 31 December 2022.
The valuations have been carried out in accordance with the current version of the RICS Valuation – Global Standards incorporating the International Valuation Standards and the UK national supplement (the 'Red Book'), as set out in our Terms of Engagement.
We act as an External valuer as defined in the current version of the RICS Valuation – Global Standards. We have acted individually as experts for the valuation where we have the necessary and recognised qualifications as well as the necessary expertise relevant to the locations and types of buildings being assessed. The determination of the fair value of the assessor has been derived primarily by using recent, comparable transactions that have taken place in the market, at arm's length conditions.
The valuation of the properties is assessed on the basis of the current rental income and all associated rights and obligations. We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole.
The valuations do not take into account the selling costs of a specific transaction such as brokerage or publicity costs. The valuations are based on property visits and information provided by Care Property Invest. The information provided is assumed to be accurate and complete. The valuation is carried out on the assumption
that the unavailable information does not affect the valuation of the property.
The 3 internationally defined valuation methods, as defined in the RICS Red Book, are the market approach, the cost approach and the income approach. These valuation methods are easily recognised by their basic
principles:
The market approach equates to the comparison method of valuation;
The income approach refers to the investment method, either traditional (cap rate) or discounted cash flow (DCF) and is generally used for income generating
The Cost Approach is often taken to refer to the Depreciated Replacement Cost method (DRC) and is generally used for non-income generating properties.
The different valuation methodologies are explained in the valuation report and are based on the RICS Red Book.
Based on the valuations and as outlined in the valuation report, the consolidated fair value of the portfolio amounts to €86,560,906 as at 31 December 2022.
Kind regards
Maureen Bayley - MRICS, MSCSI Director – Healthcare For and on behalf of CBRE Unlimited


| 1. Consolidated financial statements as at 31 December 2022 | 176 |
|---|---|
| 1.1 Consolidated global result statement | 176 |
| 1.2 Net result per share | 177 |
| 1.3 Consolidated balance sheet | 177 |
| 1.4 Cash-flow statement | 178 |
| 1.5 Statement of changes in consolidated equity | 180 |
| 2. Notes to the consolidated financial statements | 182 |
| Note 1: General information on the Company | 182 |
| Note 2: Accounting policies | 182 |
| T 2.1 Declaration of conformity | 182 |
| T 2.2 Consolidation principles | 183 |
| T 2.3 Intangible fixed assets | 184 |
| T 2.4 Investment properties | 184 |
| T 2.5 Other fixed assets | 186 |
| T 2.6 Impairments | 188 |
| T 2.7 Financial fixed assets | 188 |
| T 2.8 Finance lease receivables & trade receivables | 189 |
| T 2.9 Current assets | 190 |
| T 2.10 Equity | 191 |
| T 2.11 Provisions | 191 |
| T 2.12 Financial liabilities | 191 |
| T 2.13 Staff remuneration | 192 |
| T 2.14 Income and expenses | 193 |
| T 2.15 Taxes | 193 |
| Note 3: Segment information | 196 |
| T 3.1 Segmented information - result | 197 |
| T 3.2 Segmented information - balance sheet | 198 |
| Note 4: Financial risk management | 199 |
| T 4.1 Risks associated with liquidity due to non-compliance with covenants and statutory | |
| financial parameters | 199 |
| T 4.2 Risks associated with the evolution of the debt ratio | 201 |
| T 4.3 Risks associated with the cost of the capital | 202 |
| T 4.4 Risks associated with the use of derivative financial products | 204 |
| Note 5: Notes to the consolidated financial statements | 205 |
| T 5.1 Net result per share | 205 |
| T 5.2 Components of the net result | 205 |
| T 5.3 Rental income | 206 |
| T 5.4 Recovery of rental charges and taxes normally borne by the tenant on let properties | 207 |
| T 5.5 Rental charges and taxes normally payable by the tenant on let properties | 207 |
| T 5.6 General expenses of the Company | 207 |
| T 5.7 Other operating expenses and income of the Company | 208 |
| T 5.8 Changes in the fair value of investment properties | 208 |
| T 5.9 Net interest expense | 209 |
| T 5.10 Other financial costs | 209 |
|---|---|
| T 5.11 Changes in the fair value of financial assets and liabilities | 209 |
| T 5.12 Taxes | 210 |
| T 5.13 Intangible fixed assets | 211 |
| T 5.14 Investment properties | 211 |
| T 5.15 Other tangible fixed assets | 215 |
| T 5.16 Financial fixed assets and other non-current financial liabilities | 216 |
| T 5.17 Finance lease receivables and trade receivables and other non-current assets | 218 |
| T 5.18 Trade receivables | 220 |
| T 5.19 Tax receivables and other current assets | 221 |
| T 5.20 Cash and cash equivalents | 221 |
| T 5.21 Prepayments and accrued income | 221 |
| T 5.22 Capital | 222 |
| T 5.23 Share premium | 224 |
| T 5.24 Reserves | 224 |
| T 5.25 Result for the financial year | 224 |
| T 5.26 Financial liabilities | 224 |
| T 5.27 Other non-current financial liabilities | 226 |
| T 5.28 Deferred taxes | 227 |
| T 5.29 Trade payables and other current liabilities | 227 |
| T 5.30 Other current liabilities | 227 |
| T 5.31 Accruals and deferred income on the liabilities side | 228 |
| T 5.32 Notes on fair value | 228 |
| T 5.33 Conditional liabilities | 229 |
| T 5.34 Securities received from contractors | 229 |
| T 5.35 Related party transactions | 230 |
| T 5.36 Information on subsidiaries | 231 |
| T 5.37 Remuneration of the Statutory Auditor | 231 |
| T 5.38 Events after the end of the 2022 financial year | 232 |
| T 5.39 Alternative performance measures | 234 |
| 3. Auditor's Report | 236 |
| 4. Abridged statutory financial statements as at 31 December 2022 | 242 |
| 4.1 Abridged statutory global result statement | 242 |
| 4.2 Abridged statutory statement of realised and unrealised results | 243 |
| 4.3 Abridged statutory balance sheet | 244 |
| 4.4 Abridged statutory appropriation of results | 245 |
| 4.5 Dividend payment obligation pursuant to the Royal Decree of 13 July 2014 concerning RRECs | 246 |
| 4.6 Non-distributable equity in accordance with Article 7:212 BCCA | 247 |
| T 5.11 Changes in the fair value of financial assets and liabilities | 209 |
|---|---|
| T 5.12 Taxes | 210 |
| T 5.13 Intangible fixed assets | 211 |
| T 5.14 Investment properties | 211 |
| T 5.15 Other tangible fixed assets | 215 |
| T 5.16 Financial fixed assets and other non-current financial liabilities | 216 |
| T 5.17 Finance lease receivables and trade receivables and other non-current assets | 218 |
| T 5.18 Trade receivables | 220 |
| T 5.19 Tax receivables and other current assets | 221 |
| T 5.20 Cash and cash equivalents | 221 |
| T 5.21 Prepayments and accrued income | 221 |
| T 5.22 Capital | 222 |
| T 5.23 Share premium | 224 |
| T 5.24 Reserves | 224 |
| T 5.25 Result for the financial year | 224 |
| T 5.26 Financial liabilities | 224 |
| T 5.27 Other non-current financial liabilities | 226 |
| T 5.28 Deferred taxes | 227 |
| T 5.29 Trade payables and other current liabilities | 227 |
| T 5.30 Other current liabilities | 227 |
| T 5.31 Accruals and deferred income on the liabilities side | 228 |
| T 5.32 Notes on fair value | 228 |
| T 5.33 Conditional liabilities | 229 |
| T 5.34 Securities received from contractors | 229 |
| T 5.35 Related party transactions | 230 |
| T 5.36 Information on subsidiaries | 231 |
| T 5.37 Remuneration of the Statutory Auditor | 231 |
| T 5.38 Events after the end of the 2022 financial year | 232 |
| T 5.39 Alternative performance measures | 234 |
| 3. Auditor's Report | 236 |
| 4. Abridged statutory financial statements as at 31 December 2022 | 242 |
| 4.1 Abridged statutory global result statement | 242 |
| 4.2 Abridged statutory statement of realised and unrealised results | 243 |
| 4.3 Abridged statutory balance sheet | 244 |
| 4.4 Abridged statutory appropriation of results | 245 |
| 4.5 Dividend payment obligation pursuant to the Royal Decree of 13 July 2014 concerning RRECs | 246 |
| 4.6 Non-distributable equity in accordance with Article 7:212 BCCA | 247 |
| 4.7 Statement of changes in non-consolidated equity(1) | 248 |
The consolidated financial statements as at 31 December 2021 were included in the Annual Financial Report 2021 under item 1 et seq in chapter 'VII. Financial Statements', from page 156. The consolidated financial statements as at 31 December 2020 were included in the Annual Financial Report 2020 under item 1 et seq in chapter 'VIII. Financial Statements', from page 160. Both reports are available on the website www.carepropertyinvest.be.
| Amounts in EUR | Notes | 31/12/2022 31/12/2021 | ||
|---|---|---|---|---|
| I | Rental income (+) | T 5.3 | 54,378,866 43,233,668 | |
| NET RENTAL INCOME | 54,378,866 43,233,668 | |||
| V | Recovery of rental charges and taxes normally borne by tenants on let properties (+) |
T 5.4 | 719,938 | 419,382 |
| VII | Charges and taxes normally payable by the tenant on let properties (-) | T 5.5 | -756,018 | -419,382 |
| PROPERTY RESULT | 54,342,786 43,233,668 | |||
| IX | Technical costs (-) | -2,918 | -4,090 | |
| PROPERTY CHARGES | -2,918 | -4,090 | ||
| PROPERTY OPERATING RESULT | 54,339,868 43,229,578 | |||
| XIV | General expenses of the Company (-) | T 5.6 | -9,762,807 | -7,896,542 |
| XV | Other operating income and expenses (+/-) | T 5.7 | -2,110,541 | -29,439 |
| OPERATING RESULT BEFORE RESULT ON PORTFOLIO | 42,466,520 35,303,597 | |||
| XVIII | Changes in fair value of investment properties (+/-) | T 5.8 | 19,326,917 | 22,143,057 |
| OPERATING RESULT | 61,793,437 57,446,654 | |||
| XX | Financial income (+) | 1,968 | 430 | |
| XXI | Net interest expenses (-) | T 5.9 | -9,988,634 -7,844,467 | |
| XXII | Other financial costs (-) | T 5.10 | -929,943 | -586,893 |
| XXIII | Changes in fair value of financial assets and liabilities (+/-) | T 5.11 | 38,591,131 | 11,165,200 |
| FINANCIAL RESULT | 27,674,522 | 2,734,270 | ||
| RESULT BEFORE TAXES | 89,467,959 60,180,924 | |||
| XXIV Corporation tax (-)(1) | T 5.12 | -548,258 | -361,943 | |
| XXV | Exit tax (-)(1) | T 5.12 | -255,402 | -164,160 |
| TAXES | -803,660 | -526,103 | ||
| NET RESULT (group share) | 88,664,299 59,654,821 | |||
| Other elements of the global result | 0 | 0 | ||
| GLOBAL RESULT | 88,664,299 59,654,821 |
(1) Due to reclassifications between the items XXIV. Corporation Tax (-) and XXV. Exit tax (-), the figures as at 31 December 2021 were also adjusted to allow for correct comparability.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 88,664,299 | 59,654,821 |
| Net result per share based on weighted average shares outstanding | € 3.1961 | € 2.2976 |
| ASSETS | ||
|---|---|---|
| EQUITY AND LIABILITIES | ||
| Amounts in EUR | Notes | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|---|
| ASSETS | ||||
| I. NON-CURRENT ASSETS | 1,156,205,825 | 927,165,460 | ||
| B. | Intangible assets | T 5.13 | 91,656 | 122,671 |
| C. | Investment properties | T 5.14 | 934,268,830 | 718,031,800 |
| D. | Other tangible fixed assets | T 5.15 | 4,981,964 | 4,739,677 |
| E. | Financial fixed assets | T 5.16 | 26,781,435 | 2,685,847 |
| F. | Finance lease receivables | T 5.17 | 177,018,085 | 186,775,769 |
| G. | Trade receivables and other non-current assets | T 5.17 | 11,738,065 | 14,809,696 |
| H. | Deferred tax - assets | T 5.28 | 1,325,790 | 0 |
| II. CURRENT ASSETS | 18,310,151 | 18,150,751 | ||
| D. | Trade receivables | T 5.18 | 6,021,636 | 4,514,443 |
| E. | Tax receivables and other current assets | T 5.19 | 8,646,882 | 10,167,850 |
| F. | Cash and cash equivalents | T 5.20 | 2,371,183 | 2,544,873 |
| G. | Deferrals and accruals | T 5.21 | 1,270,450 | 923,585 |
| TOTAL ASSETS | 1,174,515,976 | 945,316,211 | ||
| EQUITY AND LIABILITIES | ||||
| EQUITY | 563,394,815 | 479,258,685 | ||
| A. | Capital | T 5.22 | 165,048,798 | 160,226,675 |
| B. | Share premium | T 5.23 | 246,128,473 | 233,064,630 |
| C. | Reserves | T 5.24 | 63,553,245 | 26,312,559 |
| D. | Net result for the financial year | T 5.25 | 88,664,299 | 59,654,821 |
| LIABILITIES | 611,121,161 | 466,057,526 | ||
| I. Non-current liabilities | 214,947,796 | 296,256,614 | ||
| B. | Non-current financial debts | T 5.26 | 206,541,529 | 274,600,056 |
| C. | Other non-current financial liabilities | T 5.16 | 4,998,048 | 19,494,005 |
| E. | Other non-current liabilities | T 5.27 | 1,970,685 | 1,993,405 |
| F. | Deferred tax - liabilities | T 5.28 | 1,437,534 | 169,148 |
| II. Current liabilities | 396,173,365 | 169,800,912 | ||
| B. | Current financial liabilities | T 5.26 | 376,761,772 | 151,220,542 |
| D. | Trade payables and other current liabilitiesw | T 5.29 | 13,694,711 | 12,245,266 |
| E. | Other current liabilities | T 5.30 | 1,398,649 | 3,550,796 |
| F. | Deferrals and accruals | T 5.31 | 4,318,233 | 2,784,308 |
| TOTAL EQUITY AND LIABILITIES | 1,174,515,976 | 945,316,211 |
| Amounts in EUR | Notes | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL YEAR |
2,544,873 | 3,751,851 | |
| 1. CASH FLOW FROM OPERATING ACTIVITIES | 39,175,635 | 27,060,532 | |
| Net result for the financial year | 88,664,299 | 59,654,821 | |
| Taxes | T 5.12 | 803,660 | 526,103 |
| Net interest expense | T 5.9 | 9,988,634 | 7,844,467 |
| Financial income | -1,968 | -430 | |
| Realised capital gains | -3,745 | 0 | |
| Net result for the financial year (excl. interest, taxes and realised capital gains) |
99,450,880 | 68,024,961 | |
| Non-cash elements added to/deducted from the result | -54,413,358 | -32,196,859 | |
| Changes in fair value of swaps | T 5.11 | -38,591,131 | -11,165,200 |
| Changes in the fair value of investment properties | T 5.8 | -19,326,917 | -22,143,057 |
| Depreciations, impairments and reversal of impairments of tangible fixed assets |
T 5.6 | 433,058 | 254,511 |
| Real estate leasing profit or loss margin of projects allocated to the period |
T 5.7 | 3,071,632 | 856,887 |
| Change in working capital requirement | -5,861,887 | -8,767,570 | |
| Movement of assets | -1,983,836 | -9,555,815 | |
| Movement of liabilities | -3,878,051 | 788,245 | |
| 2. CASH FLOW FROM INVESTING ACTIVITIES | -169,002,485 | -96,720,881 | |
| Investments in investment properties (including developments) |
T 5.14 | -166,109,042 | -85,434,609 |
| Investments in shares of real estate companies | T 5.14 | -12,261,766 | -9,000,073 |
| Investments in tangible fixed assets | T 5.15 | -414,210 | -2,445,803 |
| Investments in intangible fixed assets | T 5.13 | -20,929 | -15,106 |
| investments in financial fixed assets | T 5.16 | -109 | 174,710 |
| Divestments of finance leases | T 5.17 | 9,803,571 | 0 |
| Amounts in EUR | Notes | 31/12/2022 | 31/12/2021 |
|---|---|---|---|
| 3. CASH FLOW FROM FINANCING ACTIVITIES | 129,653,160 | 68,453,371 | |
| Cash elements included in the result | -9,183,390 | -7,484,204 | |
| Interest expense paid | T 5.9 | -9,185,358 | -7,484,634 |
| Interest received | 1,968 | 430 | |
| Change in financial liabilities and financial debts | 157,279,442 | 94,733,630 | |
| Increase (+) in financial debts | T 5.26 | 160,500,000 | 97,917,290 |
| Decrease (-) in financial debts: repayments | T 5.26 | -3,220,558 | -3,183,660 |
| Change in equity | -18,442,892 | -18,796,055 | |
| Buy-back / sale of treasury shares | T 5.24 | 174,196 | -78,119 |
| Dividend payments | -22,588,331 | -18,498,162 | |
| Increase in capital and share premium | -15,805 | -219,774 | |
| Increase in optional dividend | 3,987,048 | 0 | |
| TOTAL CASH FLOWS (1) + (2) + (3) | -173,690 | -1,206,978 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE | 2,371,183 | 2,544,873 |

Ter Bleuk (BE) I Bonheiden-Rijmenam
| RESERVES RESULT FOR THE FINANCIAL YEAR |
TOTAL SHAREHOLDERS' EQUITY |
|---|---|
| CAPITAL | SHARE PREMIUM |
Reserves for the balance of changes in the fair value of real estate |
Reserves for impact of swaps (1) |
Other reserves | Reserve for treasury shares |
Reserves carried forward from previous financial years |
RESERVES RESULT FOR THE FINANCIAL YEAR |
TOTAL SHAREHOLDERS' EQUITY |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | T 5.22 | T 5.23 | T 5.24 Reserves for the balance of changes in the investment value of real estate |
T 5.24 Reserve for the impact on the fair value of estimated transfer taxes and costs from hypothetical disposal of investment properties (-) |
T 5.24 | T 5.24 | T 5.24 | T 5.24 | T 5.24 | T 5.25 | |
| 1 January 2021 | 143,442,647 | 181,447,992 | 21,336,658 | -5,102,827 -22,617,736 | 11,427,374 | -218,667 | 20,199,128 | 25,023,930 | 19,864,912 | 369,779,481 | |
| Net appropriation account for the 2020 financial year |
8,263,785 | -5,665,588 | -5,358,254 | 154,885 | 3,971,922 | 1,366,750 | -1,366,750 | 0 | |||
| Dividends | 0 | -18,498,162 | -18,498,162 | ||||||||
| Treasury shares | -78,121 | -78,121 | 0 | -78,121 | |||||||
| Result of the period (2) | 0 | 59,654,821 | 59,654,821 | ||||||||
| Capital increase | 16,784,028 | 51,616,637 | 0 | 0 | 68,400,666 | ||||||
| 31 december 2021 | 160,226,675 | 233,064,630 | 29,600,443 | -10,768,415 -27,975,990 | 11,582,259 | -296,788 | 24,171,050 | 26,312,559 | 59,654,821 | 479,258,685 | |
| 1 January 2022 | 160,226,675 | 233,064,630 | 29,600,443 | -10,768,415 -27,975,990 | 11,582,259 | -296,788 | 24,171,050 | 26,312,559 | 59,654,821 | 479,258,685 | |
| Net appropriation account for the 2021 financial year |
29,542,789 | -7,399,733 | 11,165,200 | 121,944 | 3,636,288 | 37,066,488 | -37,066,488 | 0 | |||
| Dividends | 0 | -22,588,333 | -22,588,333 | ||||||||
| Treasury shares | 296,788 | -122,590 | 174,198 | 0 | 174,198 | ||||||
| Result of the period (2) | 0 | 88,664,299 | 88,664,299 | ||||||||
| Capital increase | 4,822,123 | 13,063,843 | 0 | 0 | 17,885,966 | ||||||
| 31 December 2022 | 165,048,798 | 246,128,473 | 59,143,232 | -18,168,148 | -16,810,790 | 11,704,203 | 0 | 27,684,748 | 63,553,245 | 88,664,299 | 563,394,815 |
(1) Reserve for the balance of changes in the fair value of authorised hedging instruments that are not subject to hedge accounting as defined in the IFRS (+/-).
(2) The Company has no 'other comprehensive income', within the meaning of IAS 1, so that the Company's net income is equal to the overall result.
No distinction is made between capital changes that do and those that do not result from transactions with shareholder-owners, as the Company has no minority interests.
Care Property Invest (the 'Company') is a public limited liability company that acquired the status of a public regulated real estate company (RREC) under Belgian law on 25 November 2014. The head offices of the Company are located at the following address: Horstebaan 3, 2900 Schoten (Telephone: +32 3 222 94 94).
Care Property Invest actively participates as a real estate player and has the objective of making high-quality projects available to care providers as provided for in the Residential Care Decree. These include residential care centres, service centres, groups of assisted-living apartments and all other housing facilities for people with disabilities. Care Property Invest can develop, realise and finance these facilities itself, or can refinance existing buildings, with or without a renovation or expansion.
The Care Property Invest share is listed on Euronext Brussels (regulated market). The consolidated financial statements of the Company as at 31 December 2022 comprise the Company and its subsidiaries. For an overview of the subsidiaries, we refer to note 'T5.36 Information on subsidiaries' on page 231.
The financial statements were approved for publication by the Board of Directors on 25 April 2023. The financial statements will be submitted to the Ordinary Annual General Meeting of Shareholders to be held on 31 May 2023.
The financial statements of the company were drawn up in compliance with the International Financial Reporting Standards (IFRS), as approved and accepted within the European Union (EU) and in accordance with the provisions of the RREC Legislation and the RREC RD. These standards cover all new and revised standards and interpretations published by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC), in as far as applicable to the activities of the group.
The consolidated financial statements are presented in euro, unless stated otherwise, and cover the twelvemonth period ending on 31 December 2022.
The consolidated financial statements have been prepared in accordance with the historical cost convention, except for those assets and liabilities that are stated at fair value, i.e., investment properties and financial assets and liabilities.
The following new standards, new amendments and new interpretations are applicable to the Company for the first time in 2022, but have no impact on the current consolidated financial statements:
The new and amended standards and interpretations that were issued but not yet effective at the date of publication of the Company's consolidated financial statements are set out below. The Company intends to apply these standards when applicable, if they have an impact on the Company:
The companies included in the Company's consolidated financial statements are subsidiaries over which the Company exerts control. A company exerts control over a subsidiary if, and only if, the parent
company:
• has power over the participating
interest;
• is exposed to and has rights to variable proceeds based on its involvement in the participating interest and; • has the possibility of using its power
over the participating interest to influence the scale of the investor's yields. The companies in which the group directly or indirectly holds participating interests of more than 50% or in which it has the power to determine the financial and operating policies so as to obtain benefits from its activities, are included in the consolidated financial statements of the group in full. This means that the assets, liabilities and results of the entire group are fully reflected. Inter-company transactions and profits are entirely eliminated. All transactions between the group companies, balances and unrealised profits and losses on transactions between group companies are eliminated in the preparation of the consolidated financial
statements.
The minority interests are the interests in the subsidiaries that are not held directly or indirectly by the group. See also the Notes 'T5.36 Information on subsidiaries' on page 231.
The intangible fixed assets are capitalised at their acquisition value and depreciated according to the linear method at an annual percentage of 20%.
Real estate (land and buildings) acquired for valuable consideration or through a contribution in kind for the issue of new shares or via a merger through the acquisition of a real estate company or via a partial split, which is held in order to generate rental income in the long term, and which does not serve for personal use, is shown as investment property.
On initial recognition, investment properties are shown at acquisition cost, including transaction costs and directly attributable expenditure.
For differences in value between the purchase price and the initial valuation at fair value at the time of recognition (acquisition), the value difference relating to transfer taxes and transfer costs is included through the global result statement.
After initial recognition, investment properties are shown at fair value, in accordance with IAS 40. The fair value is equal to the amount for which the building could be exchanged between wellinformed parties, consenting and acting in circumstances of normal competition. From the seller's point of view, the valuation must be understood as subject to the deduction of registration fees.
The independent real estate experts who carry out the periodic valuation of the assets of regulated real estate companies believe that, for transactions involving buildings in Belgium with an overall value of less than €2.5 million, account must be taken of registration fees of 12% (Flemish Region) to 12.5% (Brussels Capital Region and Walloon Region), depending on the regions where these assets are located. For transactions concerning properties with an overall value of more than €2.5 million, real estate experts have valued the weighted average of the fees at 2.5%. This is because a range of different property transfer methods is used in Belgium. This percentage will, if necessary, be revised annually and adjusted per bracket of 0.5%. The experts will confirm the agreed percentage to be deducted in their periodic reports to the shareholders. For real estate in The Netherlands this percentage is 8.5%, in Ireland it is 7.5%, while for Spain it is determined regionally.
Profits or losses arising from the change in the fair value of investment properties are included in the global result statement in section 'XVIII. Changes in the fair value of investment properties' in the period in which they arise, and in the profit appropriation in the following year they are allocated to the reserve 'b) Reserve for the balance of changes in the fair value of real estate' and 'c) reserve for the impact on the fair value of estimated mutation rights and costs on hypothetical disposal of investment properties', where the latter item always corresponds to the difference between the investment value and the fair value of the property.
On the sale of an investment property, the profits or losses realised on the sale are shown in section 'XVI. Result sale of investment properties' in the global result statement for the period under review. Commission paid to brokers on the sale of buildings and liabilities contracted as a result of transactions are deducted from the sale price obtained in order to determine the realised profit or loss.
The realised gain or loss on disposal consists of the difference between the net sale value and the latest book value (fair value on the latest valuation), as well as the counter-entry of the estimated transfer taxes that are taken directly to the equity on the balance sheet on the initial assessment of the fair value.
As the real estate is sold, both reserve 'b) Reserve for the balance of changes in the fair value of real estate' and reserve 'c) Reserve for the impact on the fair value of estimated transfer taxes and costs resulting from hypothetical disposal of investment properties' relating to the sold property are transferred to the disposable reserves.
After the initial recognition, projects are shown at their fair value. This fair value takes account of the substantial development risks. The following criteria must be met in this regard:
This assessment of the fair value is based on the valuation by the independent real estate expert (in accordance with the customary methods and assumptions) and takes account of the costs still to be incurred for the full finishing of the project.
All costs relating directly to the acquisition or development and all further investment expenditure are included in the cost price of the development project. In accordance with IAS 23, the financing costs directly attributable to the construction or acquisition of an investment property are capitalised for the period for making the investment property ready for letting.
The capitalisation of financing costs as part of the cost price of an asset qualifying for this takes place only if:
The capitalisation of financing costs is suspended during long periods in which the active development is interrupted. The capitalisation is not suspended during a period in which extensive technical and administrative work is performed.
Lease agreements with a term longer than 12 months and for which the underlying asset has a high value must be classified by means of a right of use on the asset in accordance with IFRS 16. On the starting date, the asset corresponding to a right of use is valued at cost price. After the starting date, the asset is valued on the basis of the fair value model in accordance with IAS 40.
Assets that are held for the Company's own use in the production or delivery of goods or services, for rental to third parties or for administrative purposes and which are expected to be used for longer than a single period, are shown as tangible fixed assets, in accordance with IAS 16.
Property, plant and equipment must be shown at cost if it is probable that the future economic benefits from the asset will accrue to the Company and if the cost of the asset can be determined reliably.
The cost price of an asset is the equivalent of the discounted price on the recognition date (the cost price) and all directly attributable costs for making the asset ready for use. Later costs for day-to-day maintenance of tangible fixed assets are not included in the book value of the asset. This expenditure is shown in the income statement at the time at which it is incurred. Future expenditure for maintenance and repairs is capitalised only if this can be clearly shown to result in an increase in the future economic benefits from the use of the asset.
All tangible fixed assets are shown at cost less any accumulated depreciation and any accumulated impairment losses.
The different categories of tangible fixed assets are depreciated using the straightline method of depreciation over the estimated service life of the asset. The residual value and the service life must be reviewed at least at the end of each reporting period. An asset is depreciated from the date on which it is ready for the envisaged use. Depreciation of an asset is discontinued on the date on which the asset is held for sale or is no longer used.
Depreciation takes place even if the fair value of the asset exceeds its book value, until the residual value is reached. From the date on which the residual value is equal to or higher than the book value, the depreciation cost is zero, until such time as the residual value is again less than the book value of the asset.
Tangible fixed assets for the Company's own use are depreciated in accordance with the following depreciation rates according to the straight-line method:
| Building (for the Company's own use) |
3,33% |
|---|---|
| Equipment of building | 10% |
| Furniture | 10% |
| Computers | 33,33% |
| Office machinery | 25% |
| Rolling stock | 20% |
| Office fittings and furnishings |
10% |
At the time when an asset is disposed of or at the time when no future economic benefits are expected any longer from the use or disposal of an asset, the property, plant or equipment can no longer be shown in the balance sheet of the Company.
The gain or loss arising through the disposal or retirement of an asset is the difference between any net proceeds on disposal and the book value of the asset. This capital gain or loss is shown in the global result statement.
The construction costs for projects in preparation and projects under construction are shown at the cost price (nominal value) in the other operating expenses and are capitalised via the other operating revenues in other tangible fixed assets. On provisional acceptance of the building, the leasing activities commence, and the amount of the net investment is classified in the balance sheet item 'I.F. Finance lease receivables'.
IFRS 16 requires that a lease receivable is valued on commencement at the discounted value of the future income flows. The difference between the construction costs and this discounted value is then the result of the development of the leased object. This must be recognised in the result in proportion to the construction period as the result of the construction activities in 'Other operational revenues/costs'.

At each reporting date, the Company assesses whether there are indications that a non-financial asset may be subject to impairment. If any such indication exists, an estimate is made of the realisable value of the asset.
If an asset's book value exceeds its realisable value, an impairment is recognised in order to reduce the book value of the asset to the realisable amount. The realisable value of an asset is defined as the higher of the fair value less selling costs (assuming a non-forced sale) or the value in use (based on the present value of the estimated future cash flows). The resulting impairments are charged to the global result statement.
Previously recognised impairments are reversed via the global result statement if a change has occurred in the estimate used to determine the realisable value of the asset since the recognition of the last impairment loss.
The financial assets are classified in one of the categories provided for according to IFRS 9 'Financial instruments: recognition and valuation', depending on the purpose for which the financial asset is acquired, which are determined on their initial recognition of the assets. This classification determines the valuation of the financial asset on future balance sheet dates: at the amortised cost price or based on the equity method (in accordance with IAS 28).
Derivative products or financial interest rate derivatives (including Interest Rate Swaps) can be used for hedging interest rate risks arising from operational, financial and investment activities. The derivative financial instruments which the Company uses do not meet the criteria of IFRS 9 for the application of hedge accounting (are not held for trading purposes and are not acquired for sales in the near future) and are recognised in the balance sheet at their fair value. Changes in their fair value are taken directly to the global result statement.
The fair value of financial instruments is based on the market value calculations of the counterparty and the respective fair values are regarded as 'Level 2', as defined under IFRS 13 (see also the note 'T5.11 Changes in the fair value of financial assets and liabilities' on page 209).
The fair value of the hedging instruments is the estimated amount of the fees that the Company must pay or should receive in order to settle its positions on the balance sheet date, taking account of the interest curve, the creditworthiness of the counterparties and any option value applying at that time. The fair value of hedging instruments is estimated monthly by the issuing financial institution. In accordance with IFRS 13, an adjustment is made to the fair value to reflect the counterparty's own credit risk ('Debt Valuation Adjustment' or 'DVA') and the counterparty's credit rating ('Credit Valuation Adjustment' or 'CVA').
The acquisitions of the shares of subsidiaries of Care Property Invest take place in the context of an asset deal to which IFRS 3 'Business Combinations' does not apply. The participating interests are valued based on the equity method (in accordance with IAS 28).
Loans and receivables (including sureties) are non-derivative financial instruments with fixed or determinable payments that are not listed in an active market and are valued at the amortised cost price.
A lease contract is classified as a financial lease if it transfers virtually all the risks and benefits associated with ownership to the lessee. All other forms of lease are treated as operational leases. If a lease contract complies with the terms of a financial lease (according to International Accounting Standards IFRS 16), Care Property Invest, as the lessorowner, recognises the lease agreement at its inception in the balance sheet as a receivable at an amount equal to the net investment in the lease agreement. The difference between the latter amount and the book value of the leased property will be recognised in the global result statement for the period.
Any periodic payment made by the lessee will be recognised as income under rental income in the global result statement (see 'T5.3 Rental income' on page 206) and/ or as a repayment of the investments in the balance sheet (see 'T5.17 Finance lease receivables and trade receivables and other non-current assets' on page 218), based on a constant periodic return for Care Property Invest.
The item 'I.F. Finance lease receivables shows the investment cost of the transferred projects and therefore assigned in leasehold, less the contractual prepayments received, and reimbursements already made.
At the start of the lease period, lease agreements (with the exception of lease agreements with a maximum term of 12 months and lease agreements in which the underlying asset has a low value) are included in the balance sheet as assets (right of use) and lease obligation at the present value of the future lease payments. Subsequently, all rights of use, which classify as investment properties, are measured at fair value in accordance with IAS 40. We refer to 'T2.4 Investment properties' on page 184 for the accounting policies relating to investment properties. Minimum lease payments are included partly as financing costs and partly as repayments of the outstanding liability in such a way that this results in a constant periodic interest rate for the remaining balance of the liability.
Financial charges are included directly in the global result statement.
The item 'I.G. Trade receivable and other fixed assets' regarding the projects included in the finance leases contains the profit or loss margin allocated to the construction phase of a project.
The profit or loss margin is the difference between the nominal value of the fee due at the end of the right of superficie (included in the item 'I.F. Finance lease receivables') and the fair value at the time of provision, determined by discounting the future cash flows (being the leasehold and rental fees and the fee due at the end of the right of superficie) at a rate equal to the IRS rate plus a margin that would apply on the date on which the lease contract was contracted. The increase by a margin depends on the margin that the Company pays the bank as a cost of funding.
For the bank, the margin depends on the underlying surety and is therefore different for a PCSW or a non-profit association.
This item also contains a provision for discounted costs of service provision, as the Company remains involved in the maintenance of the property following delivery of the building, in connection with advice or intervention in the event of any construction damage or adjustments imposed, following up lease payments, etc.
During the term of the contract, the receivable is phased out, as the added value and provision for costs of services is written down each year and is charged to the global result statement in 'Other operating income and expenses'.
If the discount rate (i.e., the IRS interest rate plus a margin) on the date of the contracting of the lease agreement is higher or virtually equal to the interest rate implicit in the leasehold payments stipulated on commencement of the leasehold, this calculation leads to the recognition of a mathematical loss during the construction phase (e.g., in the event of falling interest rates). Over the entire duration of the contract, however, the projects are profitable, since the leasehold payment is always higher than the actual cost of financing.
There is an estimation uncertainty as regards the profit margin on the projects; this is partly due to altered operating expenses, the impact of which is reviewed annually and adjusted if necessary, but the profit or loss margin also depends on rising or falling interest rates.
Receivables at a maximum of one year are shown at their nominal value less impairments due to dubious or irrecoverable receivables, which are recognised as impairment losses in the global result statement.
Tax receivables are shown at the tax rate applying in the period to which they relate.
Cash and cash equivalents (bank accounts, cash and short-term investments) are shown at the amortised cost price. The additional costs are processed directly in the global result statement.
The costs incurred during the financial year that are wholly or partially attributable to the following financial year are shown in accruals and deferrals on the basis of a proportionality rule. The income and fractions of income received in the course of one or more subsequent financial years, but relating to the financial year concerned, are entered for the amount relating to the financial year in question.
Equity instruments issued by the Company are shown at the amount of the sums received (after deduction of directly attributable issuing costs).
The treasury shares in the Company's possession, if any, are deducted from equity at the initial acquisition cost. The increase and/or decrease in value realised on the sale of treasury shares is recognised directly as equity and has no impact on the adjusted EPRA earnings.
Dividends form part of the transferred result and are recognised as a liability only in the period in which they are formally awarded, i.e., approved by the general meeting of shareholders.
A provision is formed when:
The amount of the provision is based on the best estimate of the expenditure required to settle the existing obligation as at the balance sheet date, taking account of the risks and uncertainties associated with the liability. If the effect of the time value of money is significant, provisions are discounted using a discount rate that takes account of the current market assessments of the time value of money and the inherent risks of the liability.
Financial payables at the amortised cost price, including debts, are initially valued at fair value, net of transaction costs. After initial recognition, they are valued at the amortised cost price. The group's financial payables are shown in 'Other current liabilities' at the amortised cost price, comprising non-current financial liabilities, other non-current liabilities, current financial liabilities, trade debts and dividends payable.
Derivative products or financial interest rate derivatives (including Interest Rate Swaps) can be used for hedging interest rate risks arising from operational, financial and investment activities. The derivative financial instruments which the Company uses do not meet the criteria of IFRS 9 for the application of hedge accounting (are not held for trading purposes and are not acquired for sales in the near future) and are recognised in the balance sheet at their fair value; changes in their fair value are taken directly to the global result statement.
The fair value of financial instruments is based on the market value calculations of the counterparty and the respective fair values are regarded as 'Level 2', as defined under IFRS 13 (see also the notes to 'T5.11 Changes in the fair value of financial assets and liabilities' on page 209).
The fair value of the hedging instruments is the estimated amount of the fees that the Company must pay or shall receive in order to settle its positions on the balance sheet date, taking account of the interest curve, the creditworthiness of the counterparties and any option value applying at that time. The fair value of hedging instruments is estimated on a monthly basis by the issuing financial institutions. In accordance with IFRS 13, an adjustment is made to the fair value to reflect the counterparty's own credit risk ('Debt Valuation Adjustment' or 'DVA') and the counterparty's credit rating ('Credit Valuation Adjustment' or 'CVA').
Lease agreements with a term longer than 12 months and for which the underlying asset has a high value must be recognised by way of a lease payment on the balance sheet in accordance with IFRS 16. The lease payment is equal to the current value of the lease payments outstanding on the reporting date.
Tax liabilities are shown at the tax rate applying in the period to which they relate.
The costs incurred during the following financial year that relate wholly or partially to the financial year concerned are shown in the current financial year as attributable costs for the amount relating to the financial year concerned. Income received during the financial year that is wholly or partially attributable to the following financial year is shown in accruals and deferrals on the basis of a proportionality rule.
The contracts Care Property Invest has concluded in relation to group insurance are of the 'defined contribution' type. This defined contribution pension plan has been entrusted to Belfius Bank. These pension plans are regarded as 'defined contribution' plans with fixed costs for the employer and are shown under 'group insurance contributions'. Employees make no personal contribution. Premiums are recognised in the financial year in which they were paid or scheduled. However, under the 'Vandenbroucke law' these group insurance policies would be regarded as 'defined benefit' plans within the meaning of IAS 19, and the Company would be required to guarantee an average minimum rate of return of 1.75% (currently) on the employer's contributions. In principle, the Company would have additional obligations if the statutory minimum return could not be achieved.
Moreover, the impact on the Company's results would be limited, since it has only a small number of employees.

The net rental result comprises the rents, operational lease instalments and other related income, less the costs associated with leases, such as the costs of voids, rent benefits and impairments of trade receivables.
The rent benefits consist of temporary rental discounts or rent-free periods for the operator of the property.
Revenues are shown at the fair value of the fee received or to which rights were acquired and are shown on a proportional basis in the global result statement in the period to which they relate.
In view of the triple net nature(1) of the contracts, the Company is not liable for the costs of maintenance and repair, utilities, insurance and taxes for the building. With double net contracts, the Company does bear the risk of the maintenance and repair costs. With single net contracts, in addition to maintenance and repair costs, the lessor also bears the vacancy risk.
The Company's general expenses cover the fixed operating costs of Care Property Invest, which is active as a listed company and enjoys RREC status.
Revenues and costs are shown on a proportional basis in the global result statement in the period to which they relate.
All information of a fiscal nature is provided on the basis of laws, decrees and administrative guidelines in effect at the time of the preparation of the financial statements.
The status of a RREC provides for a fiscally transparent status, as RRECs are only still liable to corporate tax for specific elements of the result, such as rejected expenditure, abnormal and benevolent benefits and secret commissions. Generally, rental income, financial income and the gain realised on the disposal of assets are exempt from tax.
The corporate tax is recorded directly to the income statement unless the tax relates to elements that are included directly in equity. In that case, the tax is also shown directly in equity. The current tax burden consists of the expected tax on the taxable income for the year and corrections to previous financial years.
Deferred tax receivables and liabilities are included for all temporary deductible and taxable differences between the taxable base and the book value. Such receivables and liabilities are not shown if the temporary differences arise from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets or liabilities.
(1) With the exception of the 'Les Terrasses du Bois' project in Watermaal-Bosvoorde, for which a long-term double net agreement has been concluded, and the 'Tilia' project in Gullegem for which a long-term single net agreement has been concluded.
Deferred tax liabilities are generally included for all taxable temporary differences. Deferred tax receivables are recognised as far as it is probable that sufficient fiscal profit will be available, against which the temporary differences can be offset. Deferred tax receivables are reduced if it is no longer probable that the realised tax benefit will be realised.
Pursuant to Article 161(1°) of the Inheritance Tax Code, the Company must pay tax each year as a RREC, based on the total net amounts outstanding in Belgium as at 31 December of the preceding year.
Pursuant to the Law regulating the recognition and definition of crowd funding and containing various provisions concerning financing, public RRECs of which at least 80% of the real estate consists of real estate located in the European Economic Area (EEA) and which is used or intended solely or primarily for residential care or residential units adapted for residential care or health care can enjoy a reduced withholding tax rateof 15% (last changed following the Programme Law of 27 December 2021).
In addition, pursuant to Articles 116 and 118, §1(6th) of the RD /Income Tax Code 92, the Company is exempt from withholding tax on income allocated to Belgian public regulated real estate companies.
Subject to compliance with certain conditions, the heirs of shareholders enjoy an exemption from inheritance tax (formerly 'succession tax' in the Inheritance Tax Code, Article 55bis - Order of the Flemish Government of 3 May 1995, replaced by Article 11 of the 'Decree containing various provisions on finances and budgets' of 9 November 2012 (Official Gazette of 26 November 2012) - Circular No. 2 of 27 March 1997 and now Article 2.7.6.0.1. of the Flemish Codex Taxation (VCF)).
have acquired the shares no later than the year 2005, excluding acquisition among spouses and heirs in the first degree, for which no exemption from inheritance tax has yet been granted. • To obtain the exemption, the shares must be recorded in the estate
The maximum exemption for the stock market value of the share amounts to its issue price of €5.95 (= value of the issue price/1,000 due to the share split of 24 March 2014). Likewise, the sum of the net dividends paid during the period in which the deceased or his or her spouse was the holder of the shares may also be exempt, in as far as the shares form part of the estate. The conditions for exemption from inheritance tax can also be viewed on the website at www.carepropertyinvest.be.
The exit tax is a tax on the added value determined on a taxed merger, split or equated transaction of a RREC with a Belgian company that is not a RREC.
If this company is included in the consolidated group statements for the first time, the exit tax is charged to the equity of that company. If the company is not immediately merged with the RREC, adjustments to the exit tax liabilities that
would prove to be necessary at the time of the merger in relation to the amount provided for are recognised in the global result statement.
The exit tax rate as at 31 December 2022 was
15%.
The exit tax is calculated on the basis of the deferred added value and the exempted reserves of the real estate company that makes the contribution through a merger, split or equated action. The deferred added value is the positive difference between the actual fiscal value of the equity of the relevant real estate company (that has been split off) less the previously assumed fiscal depreciation, amortisation and impairments. Existing tax deferrals (deductible losses, transferred notional interest deductions, etc.) can be deducted from the taxable base. The actual fiscal value is the value with costs paid by the buyer, i.e., after deduction of registration rights or VAT, and may differ from the fair value of the real estate shown in the RREC's balance sheet in accordance with IAS 40.
194 195
With its entry onto the Irish market in 2022, Care Property Invest has continued to improve its geographical distribution. In addition to its presence on the Belgian, Dutch and Spanish markets, the Company has the ambition to make Ireland its fourth home market. In accordance with IFRS 8, the Company makes a distinction between the 4 geographical segments where it operates: Belgium, The Netherlands, Spain and Ireland.
The segmented information has been prepared taking into account the operating segments and the information used internally to take decisions. The operating results are regularly assessed by the Chief Operating Decision Maker (senior officers of the Company) or CODM in order to take decisions regarding the distribution of available resources and to determine the performance of the segment. Within Care Property Invest nv the Executive Committee acts as CODM.
For the accounting policies we refer to Notes 2 — Accounting policies. Every group of companies under a joint control is considered to be the same customer. The revenue from transactions with these customers must be stated if it exceeds 10% of the turnover. For Care Property Invest nv, for the 2022 financial year, this concerns the following customers:
The segmented information includes the results, assets and liabilities that can be applied to a specific segment either directly or on a reasonable basis.
| Amounts in EUR | 31/12/2022 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland | Non allocated amounts |
TOTAL | |
| Net rental income | 41,507,715 | 6,697,871 | 3,512,928 | 2,660,351 | 0 | 54,378,866 |
| Property operating result | 41,504,797 | 6,677,639 | 3,497,081 | 2,660,351 | 0 | 54,339,868 |
| General expenses of the Company |
-8,790,469 | -646,200 | -190,797 | -135,342 | 0 | -9,762,808 |
| Other operating income and expenses |
-2,628,491 | 518,244 | -294 | 0 | 0 | -2,110,541 |
| Operating result before result on portfolio |
30,085,837 | 6,549,683 | 3,305,990 | 2,525,010 | 0 | 42,466,519 |
| Changes in the fair value of investment properties |
19,319,626 | 3,178,038 | 2,165,416 | -5,336,163 | 0 | 19,326,917 |
| Operating result | 49,405,462 | 9,727,721 | 5,471,406 | -2,811,153 | 0 | 61,793,436 |
| Financial result | 27,674,523 | 27,674,523 | ||||
| Result before taxes | 49,405,462 | 9,727,721 | 5,471,406 | -2,811,153 | 27,674,523 | 89,467,959 |
| Taxes | -803,660 | -803,660 | ||||
| NET RESULT | 49,405,462 | 9,727,721 | 5,471,406 | -2,811,153 | 26,870,863 | 88,664,299 |
| GLOBAL RESULT | 88,664,299 |
| Amounts in EUR | 31/12/2021 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland | Non allocated amounts |
TOTAL | |
| Net rental income | 38,220,179 | 3,709,663 | 1,303,826 | 0 | 0 | 43,233,668 |
| Property operating result | 38,216,089 | 3,709,663 | 1,303,826 | 0 | 0 | 43,229,578 |
| General expenses of the Company |
-7,155,847 | -633,044 | -107,651 | 0 | 0 | -7,896,543 |
| Other operating income and expenses |
-956,757 | 927,704 | -386 | 0 | 0 | -29,439 |
| Operating result before result on portfolio |
30,103,485 | 4,004,323 | 1,195,789 | 0 | 0 | 35,303,597 |
| Changes in the fair value of investment properties |
20,088,832 | 2,260,272 | -206,047 | 0 | 0 | 22,143,057 |
| Operating Result | 50,192,317 | 6,264,595 | 989,742 | 0 | 0 | 57,446,653 |
| Financial result | 2,734,270 | 2,734,270 | ||||
| Result before taxes | 50,192,317 | 6,264,595 | 989,742 | 0 | 2,734,270 | 60,180,924 |
| Taxes | -526,103 | -526,103 | ||||
| NET RESULT | 50,192,317 | 6,264,595 | 989,742 | 0 | 2,208,167 | 59,654,821 |
| GLOBAL RESULT | 59,654,821 |

| Amounts in EUR | 31/12/2022 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland | Non allocated amounts |
TOTAL | |
| TOTAL ASSETS | 547,439,512 | 204,386,105 95,882,307 | 86,560,906 | 240,247,145 1,174,515,975 | ||
| Investment properties | 547,439,512 | 204,386,105 | 95,882,307 | 86,560,906 | 0 934,268,830 | |
| Investment properties | 546,690,832 | 177,607,890 | 74,783,279 | 81,336,260 | 0 | 880,418,261 |
| Investment properties - project developments |
0 | 26,160,893 | 21,099,028 | 5,224,646 | 0 | 52,484,567 |
| Investment properties - rights in rem |
748,680 | 617,322 | 0 | 0 | 0 | 1,366,002 |
| Other assets | 240,247,145 | 240,247,145 | ||||
| TOTAL EQUITY AND LIABILITIES |
1,174,515,975 1,174,515,975 | |||||
| Shareholders Equity | 563,394,815 | 563,394,815 | ||||
| Liabilities | 611,121,160 | 611,121,160 |
| Amounts in EUR | 31/12/2021 | |||||
|---|---|---|---|---|---|---|
| Belgium | The Netherlands |
Spain | Ireland | Non allocated amounts |
TOTAL | |
| TOTAL ASSETS | 513,154,854 | 141,175,481 63,701,465 | 0 | 227,284,411 | 945,316,211 | |
| Investment properties | 513,154,854 | 141,175,481 | 63,701,465 | 0 | 0 | 718,031,800 |
| Investment properties | 512,280,278 | 96,061,422 | 45,625,770 | 0 | 0 | 653,967,470 |
| Investment properties - project developments |
0 | 44,522,035 | 18,075,695 | 0 | 0 | 62,597,730 |
| Investment properties - rights in rem |
874,576 | 592,023 | 0 | 0 | 0 | 1,466,600 |
| Other assets | 227,284,411 | 227,284,411 | ||||
| TOTAL EQUITY AND LIABILITIES |
945,316,211 | 945,316,211 | ||||
| Shareholders Equity | 479,258,685 479,258,685 | |||||
| Liabilities | 466,057,526 466,057,526 |
The list of risks described in this chapter is not exhaustive. Within the framework of the Prospectus Regulation, the Company has limited itself to the financial risks that apply specifically to it and therefore not to the overall real estate sector, RREC sector or all listed companies and those that are also material. The market risks, operational risks, regulatory risks and other risks were described in chapter 'I. Risk factors' on page 8 et seq. of the annual financial report.
This risk can be described as the risk of non-compliance with statutory or contractual requirements to comply with certain financial parameters under the credit agreements, which could lead to their cancellation or renegotiation.
The following parameters were included in the covenants:
• A maximum debt ratio of 60%.
As at 31 December 2022, the consolidated debt ratio of the Company was 52.37%, resulting in an available space of €218.7 million. The limitation of the debt ratio to 60% is included in the credit agreements for a total amount of €554,928,159 (of which an amount of €395,928,158 or 67.9% of the total financial debts was drawn as at 31 December 2022). For more information on the debt ratio, reference is made to 'T4.2 Risks associated with the evolution of the debt ratio' on page 201.
As at 31 December 2022 the interest coverage ratio was 4.25 compared to 4.50 as at 31 December 2021. The Company's interest charges must increase by €6,997,974 or from €9,988,634 to €16,986,608 in order to reach the required minimum of 2.5. However, severe and abrupt pressure on the operating result could jeopardise compliance with the interest coverage ratio parameter. The operating result before result on portfolio must fall by 41.2% from €42,466,520 to €24,971,585 before the limit of 2.5 is reached. • A minimum consolidated portfolio size of €500 million.
In addition, the risk of early termination exists in the event of a change of control of the Company, in the event of a breach of 'negative pledge' or other covenants and obligations of the Company and, more generally, in the event of default as defined in these financing agreements. A default (it should be noted that certain instances of 'default' or breach of covenants, such as a change of control, included in all financing agreements, are outside the control of the Company) under one financing agreement may, pursuant to so-called 'cross acceleration' or 'cross default' provisions, additionally lead to defaults under other financing agreements (irrespective of the grant of any 'waivers' by other credit providers, in the case of a 'cross default' provision) and may thus lead to the mandatory early repayment by the Company of all such lines of credit.
The potential impact concerns any cancellation of loans and damaged trust between investors and bankers on noncompliance with contractual covenants. It is possible that the Company would no longer be able to raise the external financing necessary for its growth strategy on favourable terms or that the market conditions are of a nature that necessary external financing can no longer be found for the activities of the Company.
The Company runs the risk of the termination, renegotiation or cancellation of financing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with financial ratios, are not met. This could lead to liquidity problems, in view of the similar character in the covenants of the financial institutions of the maximum debt ratio or interest cover
ratio of a cumulative nature and could force the Company to liquidate fixed assets (e.g., sale of real estate) or to implement a capital increase or other measures in order to bring the debt level below the required threshold. There is also a possibility that the regulator will impose sanctions or tighter supervision in the event of failure to comply with certain statutory financial parameters (e.g., compliance with the statutory debt ratio, as laid down in Article 13 of the RREC RD).
The consequences for the shareholders could include a reduction in the equity and, therefore, the NAV, because a sale must take place at a price below that book value, a dilution can take place because a capital increase will have to be organised and this will have an impact on the value of the shares and the future dividend prospects.
The Company intrinsically estimates the probability of this risk factor as average. The impact of the intrinsic risk is also estimated as average.
To mitigate these risks, the Company pursues a prudent financial policy with constant monitoring to meet the financial parameters of the covenants.
The Company estimates the residual risk, i.e. taking into account the limiting factors of the risk and its control as described above, as average both in terms of probability and impact.

The Company's borrowing capacity is limited by the statutory maximum debt ratio of 65% which is permitted by the RREC legislation. At the same time, thresholds have been set in the financing contracts concluded with financial institutions. The maximum debt ratio imposed by the financial institutions is 60% (see also 'T4.1 Risks associated with liquidity due to non-compliance with covenants and statutory financial parameters' on page 199).
The Company runs the risk of the termination, renegotiation or cancellation of financing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with financial ratios included in covenants, are not met. On exceeding the statutory maximum threshold of 65%, the Company runs the risk of losing its RREC certificate through withdrawal by the FSMA.
In general, it is possible that the Company would no longer be able to raise the external financing necessary for its growth strategy on favourable terms or that the market conditions are of a nature that necessary external financing can no longer be found for activities of the Company.
As at 31 December 2022, the consolidated debt ratio amounted to 52.37%, compared to 47.06% as at 31 December 2021. Taking into account the net proceeds of the capital increase of 24 January 2023, the debt ratio as at 31 December 2022 would decrease pro forma to 42.93%.
As at 31 December 2022, the Company has an additional debt capacity of €413.5 million before reaching a debt ratio of
65% and of €218.7 million before reaching a debt ratio of 60%. Taking into account the net proceeds of the capital increase of 24 January 2023, these would be €723.0 million and €489.0 million respectively.
The value of the real estate portfolio also has an impact on the debt ratio.
Taking account of the capital base as at 31 December 2022, the maximum debt ratio of 65% would be exceeded only with a potential fall in the value of the real estate portfolio of about €222.7 million, or 23.8% of the real estate portfolio of €934.3 million as at 31 December 2022. With a fall in the value of about €145.8 million, or 15.6% of the real estate portfolio, the debt ratio of 60% would be exceeded.
The Company does wish to note that it has contracted payment obligations for the unrealised part of the developments that it has already included in its balance sheet, representing €45.1 million. In addition, as at 31 December 2022, the Company has acquired one project under suspensory conditions, for which the estimated cashout amounts to €8.4 million. As a result, as at 31 December 2022, the available capacity on the debt ratio amounts to €165.2 million before reaching a debt ratio of 60% and €360.0 million before reaching a debt ratio of 65%.
The potential impact concerns the risk that statutory sanctions may be imposed if certain thresholds are exceeded (including a prohibition of payment of a dividend) or that a breach of certain conditions of the financing contracts is committed.
Like all public RRECS, Care Property Invest is subject to tighter supervision by the supervisory authority of compliance with these maximum debt levels.
The Company intrinsically assesses the probability of the debt ratio exceeding 60% as low and the impact of the intrinsic risk as high.
In this case too, it pursues a prudent financial policy with continual monitoring of all planned investments and earnings forecasts, and the coordination of the possibility of a capital increase under the forms permitted by the RREC legislation in order to avoid any statutory sanctions for exceeding this maximum limit at all times.
The Company estimates the residual risk, i.e. taking into account the limiting factors of the risk as described above, related to the risk of the debt ratio exceeding 60% as low in terms of probability and high in terms of impact.
This risk can be described as the risk of unfavourable fluctuations in interest rates, an increased risk premium in the stock markets and/or an increase in the cost of the debts.
The potential impact concerns a material increase in the weighted average cost of the Company's capital (equity and debts) and an impact on the profitability of the business as a whole and of new investments.
As at 31 December 2022, the fixed-interest and floating rate loans accounted for 42.65% and 57.35% of the total financial liabilities respectively. The percentage of floating-rate debt contracted that was converted into a fixed-rate instrument through a derivative instrument (relative to total financial liabilities) amounted to 26.77% as at 31 December 2022. The total hedge ratio thus amounted to 69.42%. As at 31 December 2021, it amounted to 93.09%. Taking into account the capital increase, the hedge ratio would increase to 85.23% as at 31 December 2022.
Based on the outstanding credits as at 31 December 2022, if interest rates were to increase by 1%, the weighted average interest cost, including interest rate swaps, would increase from 2.14% to 2.45%. This would result in an increase in the cost of capital of 0.15%, assuming the cost of debt of 50% is included in the cost of capital and assuming no change in the cost of equity.
A change in the interest curve of 1% (upward) would have an impact on the fair value of the credit portfolio of approximately €9.3 million. The conclusion relating to the impact of the change in the interest curve can be continued on a linear basis.
A 1% increase/decrease in interest rates would have a positive/negative impact on the global result statement via the variations in the fair value of financial assets/liabilities amounting to €0.381/€0.426 per share but a negative/ positive impact on the distributable result and also on the global result due to the increase/decrease of a part of the net interest costs exposed to the fluctuations in interest rates.
The increase in the required risk premium on the stock markets could result in a fall in the price of the share and make financing of new acquisitions more costly for the Company.
The Company intrinsically assesses the probability of this risk factor as well as the impact of this risk as average.
With regard to the initial portfolio , Care Property Invest protects itself against interest rate rises through the use of fixed-interest contracts or swaps. For the initial portfolio(1), only the renewable loans at Belfius, amounting to €6,890,000, are subject to a limited interest risk, as these loans are subject to review every three years. For the new portfolio(2), the outstanding commercial paper of €30.5
million and various roll-over credits with various financial institutions with an outstanding amount of €266 million as at 31 December 2022 are subject to changes in interest rates on the financial markets. Care Property Invest aims to hedge itself against fixed interest rates for at least 80% via swaps. In this way the Company wishes to anticipate the risk that the increase in interest rates will be primarily attributable to an increase in real interest rates.
There are also 8 loans with revisable interest for the new portfolio. Care Property Invest monitors movements in interest rates with close attention and will hedge itself against timely any excessively high increase in interest rates.
Further explanation on the credit lines are provided in this chapter, with 'Note 5: Notes to the consolidated financial statements' on page 205, 'T5.9 Net interest expense' on page 209, 'T5.26 Financial liabilities' on page 224 and 'T5.16 Financial fixed assets and other non-current financial liabilities' on page 216. If the increase in interest rates results from an increase in the level of inflation, the indexation of the rental income also serves as a tempering factor, albeit only after the indexation of the lease agreements can be implemented, so that there is a delaying effect here.
In general, Care Property Invest aims to build up a relationship of trust with its bank partners and investors and maintains a continual dialogue with them in order to develop a solid long-term relationship.
Nevertheless, the Company continues to regard this risk as material.
(1) The initial portfolio relates to the finance leases (with as at 31/12/2022 a balance sheet value (finance lease receivables) of €156,518,610 and a generated rental flow of €15,406,228) that the Company entered into until 2014.
(2) The new portfolio as referred to here refers to the finance leases (with a balance sheet value as at 31/12/2022 of €20,499,475 and a generated rental flow of €1,084,902) and the investment properties (with a balance sheet value as at 31/12/2022 of €934,268,830 and a generated rental flow of €37,887,735) that the Company acquired after 2014.
This risk can be described as the risks of the use of derivatives to hedge the interest rate risk. The fair value of the derivative products is influenced by fluctuations in interest rates in financial markets. The fair value of the derivative financial products amounted to €-16,810,790 as at 31 December 2021, compared with €21,780,342 as at 31 December 2022. The variation in the fair value of derivatives amounted to €38,591,131 as at 31 December 2022.
The potential impact concerns the complexity and volatility of the fair value of the hedging instruments and consequently, also the net asset value (NAV), as published under the IFRS standards and also the counterparty risk in relation to partners with which we contract derivative financial products. The increase in the fair value of the derivative products amounting to €38,591,131 represents an increase in the net result and in the net asset value (NAV) of €1.39, without having an impact in the adjusted EPRA Earnings and, therefore, the capacity of the Company to pay its proposed dividend. An increase in market interest rates by 1% results in an increase in the fair value of the derivative financial products amounting to €10,579,826 or €0.381 per share and an increase in the net asset value (NAV) also amounting to €0.381 per share. A fall in market interest rates by 1% results in a diminution in the fair value amounting to €11,823,117 or €0.426 per share and a fall in the net asset value (NAV) per share amounting to the same amount.
The Company assesses the probability of this risk factor as well as the impact intrinsically as average.
All derivative financial products are held solely for hedging purposes. No speculative instruments are held. All derivative financial products are interest rate swaps. Care Property Invest also works only with reputable financial institutions (Belfius Bank, KBC Bank, BNP Paribas Fortis and ING).
The Company conducts frequent talks with these financial institutions on the evolution of the interest rates and the impact on the existing derivative financial products. The Company also monitors the relevant interest rates itself.
However, the current economic situation is causing increased volatility and pressure on interest rates so this monitoring becomes all the more important to counter volatility. In addition, it will not be certain that the Company will find the hedging instruments it wishes to enter into in the future, nor that the terms associated with the hedging instruments will be acceptable.
The Company estimates the residual risk, i.e. taking into account the mitigating factors and controlling the risk, as low in terms of probability and average in terms of impact.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 88,664,299 | 59,654,821 |
| Net result per share based on weighted average shares outstanding | € 3.1961 | € 2.2976 |
| Gross yield compared to the initial issuing price in 1996 | 53.72% | 38.62% |
| Gross yield compared to stock market price on closing date | 20.28% | 8.92% |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| NET RESULT / GLOBAL RESULT | 88,664,299 | 59,654,821 |
| NON-CASH ELEMENTS INCLUDED IN THE NET RESULT | -54,323,064 | -32,196,859 |
| Depreciations, impairments and reversal of impairments | 433,058 | 254,511 |
| Changes in fair value of investment properties | -19,326,917 | -22,143,057 |
| Changes in fair value of authorised hedging instruments | -38,591,131 | -11,165,200 |
| Projects' profit or loss margin attributed to the period | 3,071,632 | 856,887 |
| Deferred taxes | 90,295 | 0 |
| ADJUSTED EPRA EARNINGS | 34,341,235 | 27,457,962 |
| Adjusted EPRA earnings per share based on weighted average number of outstanding shares |
€ 1.2379 | € 1.0576 |
| Gross yield compared to the initial issuing price in 1996 | 20.81% | 17.78% |
| Gross yield compared to stock market price on closing date | 7.85% | 4.11% |
The weighted average number of outstanding shares was 25,963,657 as at 31 December 2021 and increased to 27,741,625 shares as at 31 December 2022. The number of shares amounted to 26,931,116 as at 31 December 2021 (including 9,192 own shares) and increased to 27,741,625 shares as at 31 December 2022. On this date, the Company no longer held any treasury shares.
The number of shares changed as a result of (i) an optional dividend for the 2021 financial year which was successfully completed on 20 June 2022 and led to the issue of 171,794 new shares and (ii) a capital increase in kind for the acquisition of 100% of the shares in Igor Haacht nv, which owns the assisted living complex 'Klapgat' located in Haacht. This transaction took place on 7 July 2022, for which 638,715 new shares were issued.
With the realisation of a capital increases in cash on 24 January 2023, 9,247,208 new shares were issued resulting in a total number of 36,988,833 fully paid-up shares with voting rights as of this date.
The gross return is calculated in table 'T.5.1 Net result per share on a consolidated basis' by dividing the net result per share by the initial issue price in 1996 (i.e., €5.9495) on the one hand and the market value on the closing date on the other hand. In table 'T.5.2 Components of the net result', the gross yield is calculated by dividing the adjusted EPRA earnings per share by the initial issue price in 1996 (i.e., €5.9495), on the one hand, and the market capitalisation on the closing date, on the other. The share price was €15.76 as at 31 December 2022 and €25.75 as at 31 December 2021. There are no instruments that have a potentially dilutive effect on the net result per share.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Rental income and rental discounts for investment properties | 37,887,735 | 27,368,967 |
| Rent | 35,809,749 | 26,928,912 |
| Rental discounts | 2,077,986 | 440,056 |
| Income from financial leases and other similar leases | 16,491,130 | 15,864,701 |
| Ground rent | 16,491,130 | 15,864,701 |
| TOTAL | 54,378,866 | 43,233,668 |
The item 'Rental income and rental discounts for investment properties' concerns the income from I.C. Investment properties, accounted for in accordance with IAS 40. As at 31 December 2022, these accounted for 69.67% of the Company's total rental income.
The item ''Rental income from finance leases and similar' concerns the rental income from buildings, which the Company owns and which it receives as lessor and were recorded as rental income in the global result statement, as they relate to recurring income that the Company receives from its buildings(1).. This rental income relates on the one hand to the portfolio built up until 2014 with local PCSWs (public centre for social welfare -local governments) and non-profit organisations (initial portfolio(2)) and on the other hand to new leases entered into after 2014 (new portfolio(3)), all of which are generated by I.F. Finance lease receivables in the consolidated balance sheet. For the finance leases from the new portfolio, the ground rent payments are split between 'investment value' and 'income': the investment part is booked under I.F. Finance lease receivables in the balance sheet, the income part is booked under I. Rental income in the global result statement. As at 31 December 2022, the ground rent received by the Company from its finance leases represents 30.33% of the total rental income of the Company.
The 25.78% increase in rental income is the result of the growth of the portfolio during the 2022 financial year, the taking into operation of development projects and the indexation of existing rental income.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Future ground rent and rent payments | 137,601,054 | 165,682,527 |
| Expiring < 1 year | 10,374,953 | 10,994,953 |
| Expiring between 1 year and 5 years | 40,581,607 | 43,882,639 |
| Expiring > 5 years | 86,644,494 | 110,804,935 |
Future ground rents are at least equal to the contractually agreed ground rents for the entire duration of the project and do not take into account annual index adjustments. For the finance leases from the new portfolio, these also include the repayment of the investment, which at the time of receipt will be written off from I.F. Finance lease receivables in the balance sheet.
| Amounts in EUR |
|---|
| Recuperated withholding tax and other taxes |
| Recuperated other costs |
| CHALL |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Recuperated withholding tax and other taxes | 550,597 | 303,845 |
| Recuperated other costs | 169,341 | 115,537 |
| TOTAL | 719,938 | 419,382 |
| T 5.5 Rental charges and taxes normally payable by the tenant on let properties | ||
|---|---|---|
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
| Rental charges borne by the owner | -39,144 | 0 |
| Withholding tax and other taxes to recover | -550,597 | -303,845 |
| Other costs to recuperate | -166,277 | -115,537 |
| TOTAL | -756,018 | -419,382 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Auditor's fee | -116,854 | -133,592 |
| Fees for notary, lawyers and architects | -235,640 | -236,145 |
| External advice | -605,131 | -234,284 |
| Public relations, communications & marketing | -226,740 | -178,943 |
| IT | -233,914 | -174,070 |
| Costs linked to the status of the RREC | -647,633 | -600,673 |
| Costs of real estate expert | -302,410 | -209,344 |
| Remuneration of directors, CEO and Executive Committee members | -2,599,449 | -2,303,586 |
| Remuneration | -2,860,751 | -2,242,171 |
| Depreciations and impairments | -433,058 | -253,990 |
| Other general operating expenses | -1,501,226 | -1,329,743 |
| TOTAL | -9,762,807 | -7,896,542 |
Costs relating to acquisitions are activated in accordance with IAS 40.
For additional explanations on the remuneration of the Directors and the Executive Committee, we refer to chapter 'III. Report of the Board of Directors' under point '11.11 Remuneration report 2022' on page 110.
The increase in the company's general expenses can largely be attributed to the increase in remunerations, as the average workforce increased from 20.90 FTEs as at 31 December 2021 to 24.17 FTEs as at 31 December 2022.
In addition, the Company's growth also contributes to the increase in the Company's general costs, including depreciation (as a result of the taking into operation of the new building in Schoten), external advice and the costs specific to the RREC statute, such as, among other things, the UCI tax and real estate expert costs.
Care Property Invest has taken out a defined contribution type group insurance policy ('Defined Contribution Plan') for its permanent staff with Belfius Bank & Insurance. The contributions to this plan are entirely at the expense of Care Property Invest. In particular, no own contributions are paid by the employee. Belfius Bank has confirmed that as at 31 December 2022 the minimum return, including profit participation, has been achieved. In other words, no provision needs to be made.
(1) For a comprehensive legal analysis, see chapter 'III. Report of the Board of Directors' under '1. Strategy: Care building in complete confidence' on page 42.
(2) As at 31/12/2022, the initial portfolio has a balance sheet value of €156,518,610 and a generated rental flow of €15,406,228.
(3) As at 31/12/2022, the new portfolio has a balance sheet value of €20,499,475 and a generated rental flow of €1,084,902.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Costs | -3,475,194 | -1,163,288 |
| Taxes | -135,840 | -71,814 |
| Costs to be charged on | -6,072 | -5,415 |
| Real estate leases - loss margin attributed to the period | -3,309,603 | -1,040,326 |
| Other operating expenses | -23,679 | -45,733 |
| Income | 1,364,653 | 1,133,849 |
| Costs charged on | 12,763 | 10,709 |
| Project management fees | 603,065 | 720,080 |
| Real estate leases - profit margin attributed to the period | 237,971 | 183,438 |
| Other operating income | 510,853 | 219,622 |
| TOTAL | -2,110,541 | -29,439 |
Other operating expenses consist mainly of the loss margin for projects allocated to the period. Of this amount, €3,071,632 is attributable to the sale of the 'Residentie De Anjers' project in Balen (BE) as a result of the writedown of the trade receivable (unrealised capital gain) on this project. This is a non-cash item adjusted for the calculation of adjusted EPRA earnings.
Other operating income consists mainly of project management fees, which mainly relate to the recovery of pre-financing costs of ongoing Dutch projects, the profit margin for the projects allocated to the period and other operating income which mainly relates to various project-related revenues.
Besides the write-off of the trade receivable for the 'Residentie De Anjers' project already mentioned, the profit/ loss margin on the projects results from the further development of these projects. These are also unrealised revenues/costs so they are corrected in the adjusted EPRA earnings and consequently do not qualify for dividend distribution.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Positive variations in the fair value of investment properties | 40,187,885 | 31,233,487 |
| Negative variations in the fair value of investment properties | -20,860,968 | -9,090,430 |
| TOTAL | 19,326,917 | 22,143,057 |
The real estate experts value the Company's investment properties on its balance sheet on a quarterly basis in accordance with IAS 40. An administrative correction was made for rent-free periods awarded to operators of the real estate, as the real estate expert already takes account of the future cash flows (including rent discounts) and double counting would otherwise occur.
The increase reflects an overall positive variation in the fair value of the investment properties in portfolio among others due to inflation that the Company can pass on to its tenants. Again, this is unrealised variation which is corrected in the adjusted EPRA earnings.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Nominal interest charges on loans | -7,673,246 | -4,977,354 |
| Bonds - fixed interest rate | -1,194,823 | -686,620 |
| Commercial paper - floating interest rate | -338,881 | -104,484 |
| Investment loans - fixed interest rate | -3,810,231 | -3,813,142 |
| Investment loans - floating interest rate | -2,329,311 | -373,108 |
| Cost of authorised hedging instruments | -2,181,773 | -2,783,256 |
| Authorised hedging instruments that are not subject to hedge accounting as defined in IFRS |
-2,181,773 | -2,783,256 |
| Other interest charges | -133,615 | -83,857 |
| TOTAL | -9,988,634 | -7,844,467 |
Interest costs have increased as a result of, on the one hand, the additional raising of foreign funds to finance additional acquisitions and ongoing development projects in 2021 and 2022 and, on the other hand, sharply rising interest rates on the market. This is therefore reflected in the increase of the weighted average interest rate (including IRSs), which is 2.14% as at 31 December 2022 compared to 1.92% as at 31 December 2021.
The average remaining duration of the loans is 5.94 years as at 31 December 2022.
The costs and revenues of financial instruments used for hedging purposes are interest flows paid or received by the Company in relation to derivatives that are presented and analysed in the notes to the liabilities in item 'T5.16 Financial fixed assets and other non-current financial liabilities' on page 216.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Bank charges and other commissions | -929,943 | -586,893 |
| TOTAL | -929,943 | -586,893 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Changes in the fair value : interest rate swap (positive) | 38,591,131 | 11,165,200 |
| TOTAL | 38,591,131 | 11,165,200 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Parent company | -280,476 | -79,603 |
| Result before tax | 89,467,959 | 59,920,692 |
| Result exempt from tax thanks to the RREC regime | -89,467,959 | -59,920,692 |
| Taxable result in Belgium related to non-deductible expenses | 338,122 | 164,889 |
| Belgian taxes due and deductible | -84,531 | -41,222 |
| Other | -195,946 | -38,381 |
| Subsidiaries | -267,782 | -282,340 |
| Belgian taxes due and deductible | -83,881 | -91,115 |
| Foreign taxes due and deductible (1) | -183,901 | -191,224 |
| Corporate income tax (1) | -548,258 | -361,943 |
| Exit tax (1) | -255,402 | -164,160 |
| TOTAL | -803,660 | -526,103 |
(1) Due to reclassifications between 'Corporate tax' and 'Exit tax', the figures as at 31 December 2021 were also adjusted to allow for correct comparability.
Corporate income tax consists of the taxes payable on Care Property Invest's rejected expenses (as a RREC, it is taxed only on its rejected expenses, abnormally gratuitous benefits and secret commissions) and the tax on the profits of its consolidated subsidiaries in Belgium and abroad. Also in The Netherlands (FBI) and Spain (Socimi), the subsidiaries are subject to a favourable tax status (similar to the Belgian GVV/RREC status) which result in a tax rate of 0%.
The applicable Belgian corporate income tax rate is 25% for the 2021 and 2022 financial years.
The exit tax in 2022 mainly relates to the exit tax payable following the silent merger of Apollo Lier nv with Care Property Invest, which took place on 29 November 2022.

| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Book value at the beginning of the financial year | 122,671 | 158,457 |
| Gross amount | 273,052 | 257,946 |
| Accumulated depreciation | -150,381 | -99,488 |
| Investments | 21,007 | 15,106 |
| Depreciation | -52,022 | -50,892 |
| Book value at the end of the financial year | 91,656 | 122,671 |
| Gross amount | 294,059 | 273,052 |
| Accumulated depreciation | -202,403 | -150,381 |
The intangible fixed assets relate to licences.
| 2022 | 2021 | ||||||
|---|---|---|---|---|---|---|---|
| Amounts in EUR | Real estate in operation |
Project Developments |
Rights in rem |
Real estate in operation |
Project Developments |
Rights in rem |
|
| Book value on 1 January |
653,967,470 | 62,597,730 | 1,466,600 | 471,516,140 | 60,925,609 | 1,412,772 | |
| Acquisitions through purchase or contribution |
143,417,182 | 51,590,105 | 36,746 | 108,781,386 | 54,338,538 | 19,971 | |
| Change in fair value excl. rental discount |
22,012,247 | -681,908 | 36,075 | 19,908,324 | 1,095,203 | 33,857 | |
| Transfer to/from other items (1) |
61,021,360 | -61,021,360 | 53,761,620 | -53,761,620 | |||
| Sales and transfers (2) | -173,419 | ||||||
| Book value on 31 December |
880,418,261 | 52,484,567 | 1,366,002 | 653,967,470 | 62,597,730 | 1,466,600 |
(1) 2021: Completion of the projects 'Résidences des Ardennes' in Attert (BE), 'De Gouden Leeuw (Zutphen)' in Zutphen (NL), 'Villa Wulperhorst' in Zeist (NL), 'De Orangerie' in Nijmegen (NL) and 'Margaritha Maria Kerk - Kerk' in Tilburg (NL). 2022: Completion of the projects 'Margaritha Maria Kerk - Pastorie' in Tilburg (NL), 'Aldenborgh' in Roermond (NL), 'Villa Vught' in Vught (NL), 'Mariënhaven' in Warmond (NL), 'Huize Elsrijk' in Amstelveen (NL), 'Villa Ouderkerk' in Ouderkerk aan de Amstel (NL) and 'Emera Carabanchel' in Carabanchel (ES).
(2) The amount concerns the write-off of the right in rem on the land of the 'Residentie De Anjers' project in Balen (BE) following the sale of this project in the course of 2022.
Middelkerke (BE) I De Sille Meers
Investment properties are recorded at fair value, using the fair value model, in accordance with the IAS 40 Standard. The fair value is supported by market data and is based on the valuation performed by an independent real estate expert with a relevant and recognised professional qualification who has recent experience in the location and nature of similar investment properties.
The portfolio was valued by Stadim, Cushman & Wakefield and CBRE as at 31 December 2022 for a fair value of €934.3 million (including the rights in rem which are also classified as investment properties in accordance with IFRS 16). The capitalisation rate applied to the contractual rents is on average 5.03% for 2022 compared to 5.02% for 2021.
The positive variation in the valuation of the investment properties is, among others due to inflation that the Company can pass on to its tenants and the the latent capital gain on the project developments.
The acquisitions and investments of the financial year are discussed in chapter 'III. Report of the Board of Directors' under '2.1 Important events during the 2022 financial year' on page 50. For further explanation of the project developments, we also refer to the chapter 'VI. Real estate report' at point '3.2 Table summarising the projects under development' on page 164.
The investment property rights in rem concern leasehold agreements of the Company that are capitalised under the investment properties in accordance with IFRS 16. A leasehold obligation is also linked to this on the liabilities side of the balance sheet.
The fair value is determined using unobservable inputs, as a result of which the assets within the investment properties are considered to be 'level 3' on the fair value scale defined by IFRS 13. During the 2022 financial year there were no shifts between levels 1, 2 and 3. The evaluation methods are mentioned in chapter 'VIII. Permanent document' under the point 'Valuation method' on page 257 of this annual financial report.
The main quantitative information on the valuation of the fair value of the investment properties based on unobservable data (level 3) and of those presented below are data from the report of the independent real estate experts.
| Financial year as closed on 31 December 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Type of asset | Fair value on 31 Dec 2022 (x €1,000) |
Evaluation method |
Unobservable data |
Min | Max | Weighted average |
|
| Housing for seniors - Investment properties |
880,418 | DCF (1) | GHW/m² | 52.2 | 426.7 | 123.8 | |
| m² | 942 | 37,287 | 6,221 | ||||
| Inflation | 1.75% | 3.03% | 2.29% | ||||
| Discounting level | 3.98% | 5.76% | 5.04% | ||||
| Remaining duration (years) |
7.4 | 29.5 | 22.5 | ||||
| Housing for seniors - Project developments |
52,485 | DCF (1) | GHW/m² | 75.8 | 213.7 | 128.6 | |
| m² | 1,530 | 7,521 | 4,400 | ||||
| Inflation | 1.95% | 2.25% | 2.09% | ||||
| Discounting level | 4.61% | 5.44% | 5.00% | ||||
| (1) Discounting of estimated cash flows | |||||||
| Financial year as closed on 31 December 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Type of asset | Fair value on 31 Dec 2021 (x €1,000) |
Evaluation method |
Unobservable data |
Min | Max | Weighted average |
|
| Housing for seniors - Investment properties |
653,967 | DCF (1) | GHW/m² | 53.6 | 370.9 | 123.8 | |
| m² | 942 | 37,287 | 6,772 | ||||
| Inflation | 1.50% | 1.50% | 1.50% | ||||
| Discounting level | 4.30% | 5.55% | 4.97% | ||||
| Remaining duration (years) |
8.4 | 28.1 | 23.5 | ||||
| Housing for seniors - Project developments |
62,598 | DCF (1) | GHW/m² | 73.4 | 261.0 | 135.2 | |
| m² | 1,280 | 11,790 | 4,008 | ||||
| Inflation | 1.50% | 1.98% | 1.55% | ||||
| Discounting level | 4.61% | 5.43% | 5.25% | ||||
(1) Discounting of estimated cash flows
An occupancy rate of 100% is taken into account for the valuation of the buildings.
The differences between the minimum and maximum values are explained by the fact that the different parameters applied in the discounted cash flow method depend on the location of the assets, the quality of the building and the operator, the duration of the lease agreement, etc. Moreover, these unobservable data may be linked because they are partly determined by market conditions.
In accordance with the legal provisions, the buildings are valued at fair value on a quarterly basis by independent real estate experts appointed by the Company. These reports are based on information provided by the Company, such as contractual rents, tenancy contracts, investment budgets, etc. These data are derived from the Company's information system and are therefore subject to its internal control environment. Furthermore, the reports were based on assumptions and evaluation models developed by the independent experts based on their professional judgment and market knowledge.
The reports of the independent experts are checked by the Company's Executive Committee. If the Committee takes the view that the reports of the independent expert are coherent, they are submitted to the Board of Directors.
The sensitivity of the fair value to a variation in the principal unobservable data disclosed is generally presented (if all parameters remain the same) as the effect on decrease or increase, as shown below.
| Unobservable data | Fair value impact on decrease | Fair value impact on increase |
|---|---|---|
| ERV (Estimated Rental Value) m2 | Negative | Positive |
| Inflation | Negative | Positive |
| Discount rate | Positive | Negative |
| Remaining duration (year) | Negative | Positive |
A 1% fluctuation in the value of the real estate portfolio (positive or negative) would have an impact of approximately 0.42% on the debt ratio. A 1% increase in the financial return would have a negative impact of 17.1% on the value of the investment properties.
Moerbeke (BE) I Hof ter Moere

| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Tangible fixed assets for own use | ||
| Book value at the beginning of the financial year | 4,517,345 | 2,246,034 |
| Gross amount | 5,272,868 | 2,875,892 |
| Accumulated depreciation | -755,523 | -629,858 |
| Investments | 449,045 | 2,470,292 |
| Divestments | -70,026 | -73,316 |
| Depreciation | -288,225 | -175,368 |
| Reversal of depreciations for divestments | 38,936 | 49,703 |
| Book value at the end of the financial year | 4,647,075 | 4,517,345 |
| Gross amount | 5,651,888 | 5,272,868 |
| Accumulated depreciation | -1,004,813 | -755,523 |
| Leasing | ||
| Book value at the beginning of the financial year | 198,616 | 0 |
| Gross amount | 226,345 | |
| Accumulated depreciation | -27,730 | |
| Investments | 205,368 | 226,345 |
| Depreciation | -92,811 | -27,730 |
| Book value at the end of the financial year | 311,173 | 198,616 |
| Gross amount | 431,714 | 226,345 |
| Accumulated depreciation | -120,540 | -27,730 |
| Project developments | ||
| Book value at the beginning of the financial year | 23,716 | 24,989 |
| Completions | 0 | -1,273 |
Book value at the end of the financial year 23,716 23,716
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Loans and receivables | 3,046 | 2,631 |
| Deposits | 2,436 | 2,326 |
| Other financial fixed assets | 610 | 305 |
| Assets at fair value through result | 26,778,389 | 2,683,216 |
| Hedging instruments | 26,778,389 | 2,683,216 |
| TOTAL FINANCIAL FIXED ASSETS | 26,781,435 | 2,685,847 |
| Liablities at fair value liabilities through result | 4,998,048 | 19,494,005 |
| Hedging instruments | 4,998,048 | 19,494,005 |
| TOTAL OTHER NON-CURRENT FINANCIAL LIABILITIES | 4,998,048 | 19,494,005 |
The assets and liabilities at fair value through the result consist of hedging instruments that are not accounted for in accordance with hedging accounting in application of IFRS 9. The purpose of these instruments is to hedge the Company against interest rate risks. In order to hedge the risk of rising interest rates, the Company has opted for hedging instruments in which the debt at a variable interest rate is converted into a debt at a fixed interest rate ('cash flow hedge').
In accordance with IFRS 9, the fair value of financial instruments is included under the item financial assets (in case of a positive valuation) or under the item long-term financial liabilities (in case of a negative valuation). Changes in these fair values are accounted for via the changes in fair value of financial assets and liabilities in the global result statement (see note 'T5.11 Changes in the fair value of financial assets and liabilities' on page 209).
The financial instruments are considered to be 'level 2' on the fair value scale as defined by IFRS 13. All hedges are entered into within the framework of financial risk management as described under 'Note 4: Financial risk management' on page 199. The fair value of the instruments is calculated by the banks on the basis of the present value of the estimated future cash flows. In accordance with IFRS 13, an adjustment is made to the fair value to reflect the bank's own credit risk ('debit valuation adjustment' or 'DVA') and the counterparty's credit rating ('credit valuation adjustment' or 'CVA').
The following is an overview of the hedging instruments held by the Company as at 31 December 2022.
| IRS payer | Notional amount |
Expiration date |
Interest rate payable |
Interest receivable | Remaining term - number of years |
Valuation on 31/12/2022 |
|---|---|---|---|---|---|---|
| Belfius | 1,187,486 | 1/02/2033 | 5.100% | EURIBOR 1M + 25 bp | 10.10 | -229,182.76 |
| Belfius | 1,213,165 | 3/08/2026 | 5.190% EURIBOR 1M + 110 bp | 3.59 | -65,231.72 | |
| Belfius | 1,511,366 | 2/10/2034 | 4.850% | EURIBOR 1M + 25 bp | 11.76 | -228,237.28 |
| Belfius | 1,618,799 | 2/05/2033 | 4.620% | EURIBOR 1M + 25 bp | 10.34 | -225,594.55 |
| Belfius | 1,667,307 | 2/05/2035 | 4.315% | EURIBOR 1M + 12 bp | 12.34 | -223,636.78 |
| Belfius | 1,736,652 | 2/01/2036 | 5.050% | EURIBOR 1M + 12 bp | 13.01 | -405,061.08 |
| Belfius | 1,885,159 | 3/10/2033 | 4.300% | EURIBOR 1M + 25 bp | 10.76 | -177,323.03 |
| Belfius | 2,067,360 | 2/11/2032 | 4.040% | EURIBOR 1M + 25 bp | 9.85 | -134,982.73 |
| Belfius | 2,147,305 | 3/04/2034 | 4.065% | EURIBOR 1M + 25 bp | 11.26 | -204,682.73 |
| Belfius | 2,283,967 | 1/10/2036 | 5.010% | EURIBOR 1M + 12 bp | 13.76 | -454,517.61 |
| Belfius | 2,406,537 | 1/08/2036 | 4.930% | EURIBOR 1M + 12 bp | 13.59 | -74,831.67 |
| Belfius | 2,993,024 | 1/03/2035 | 4.650% | EURIBOR 1M + 25 bp | 12.17 | -486,329.01 |
| Belfius | 3,003,108 | 1/12/2034 | 4.940% | EURIBOR 1M + 25 bp | 11.93 | -459,688.73 |
| Belfius | 3,061,479 | 1/02/2027 | 5.260% EURIBOR 1M + 110 bp | 4.09 | -269,615.12 | |
| Belfius | 3,222,433 31/12/2036 | 4.710% EURIBOR 1M + 15.4 bp | 14.01 | -500,955.14 | ||
| Belfius | 3,786,791 31/12/2036 | 4.350% | EURIBOR 1M + 12 bp | 14.01 | -458,177.88 | |
| Belfius | 5,000,000 23/10/2034 | 0.255% | EURIBOR 3M | 11.82 | 1,389,043.56 | |
| Belfius | 5,000,000 23/10/2034 | 0.310% | EURIBOR 6M | 11.82 | 1,360,562.24 | |
| Belfius | 5,000,000 | 4/12/2034 | 0.310% | EURIBOR 3M | 11.93 | 1,369,112.13 |
| BNP Paribas Fortis | 3,685,000 31/03/2026 | 2.460% | EURIBOR 1M | 3.25 | 68,254.55 | |
| BNP Paribas Fortis (1) | 1,473,250 31/03/2026 | 2.060% | EURIBOR 1M | 3.25 | 23,903.88 | |
| BNP Paribas Fortis | 2,156,104 30/06/2029 | 2.530% | EURIBOR 1M | 6.50 | 59,573.83 | |
| KBC | 12,000,000 17/07/2029 | 0.653% | EURIBOR 3M | 6.55 | 1,748,686.06 | |
| KBC | 8,000,000 29/03/2029 | 0.488% | EURIBOR 3M | 6.25 | 1,157,570.70 | |
| KBC | 8,000,000 | 11/12/2029 | 0.050% | EURIBOR 3M | 6.95 | 1,488,935.68 |
| KBC | 10,000,000 19/02/2030 | -0.083% | EURIBOR 3M | 7.14 | 2,001,444.72 | |
| KBC | 5,000,000 | 4/03/2030 | -0.204% | EURIBOR 3M | 7.18 | 1,041,325.41 |
| KBC | 40,000,000 18/06/2035 | 0.090% | EURIBOR 3M | 12.47 | 12,043,727.17 | |
| ING | 5,000,000 30/09/2029 | -0.160% | EURIBOR 3M | 6.75 | 973,016.00 | |
| ING | 10,000,000 28/02/2030 | -0.141% | EURIBOR 3M | 7.17 | 2,053,233.42 | |
| TOTAL | 156,106,292 | 21,780,342 |
(1) Write-down reference amount over the life of the swap.
The fair value of the hedging instruments is subject to the evolution of interest rates on the financial markets. A change in the yield curve of 0.25% (more positive or negative) would have an impact on the fair value of the loan portfolio of approximately €2.8 million.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Finance lease receivables | 177,018,085 | 186,775,769 |
| Trade receivables and other non-curent assets | 11,738,065 | 14,809,696 |
| TOTAL | 188,756,149 | 201,585,466 |
The balance of finance lease receivables and trade receivables consists of the investment cost of the building, included under the item 'Finance lease receivables', the profit or loss margin generated during the construction phase and its write-off in relation to the ground rent payments already received, included under the item 'Trade receivables and other non-current assets'.
The decrease in this item is explained by the write-off of the finance lease receivable relating to the 'Residentie De Anjers project following its sale during the 2022 financial year.
These buildings, which are owned by the Company, generate rental income, as discussed under 'T5.3 Rental income' on page 206(1).
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Initial portfolio | 156,518,610 | 156,518,610 |
| New portfolio | 20,499,475 | 30,257,159 |
| TOTAL | 177,018,085 | 186,775,769 |
In the total amount 'Finance lease receivables' at 31 December 2022, the amount of contractual prepayments of €36,090,772 relating to the initial portfolio has already been deducted.
The amounts mentioned correspond to the repayable nominal final building rights (i.e., the total investment cost less the contractual prepayments received).
Contrary to the projects in the initial portfolio(2), for the projects in the new portfolio(3) the ground rent, in addition to a return, also consists of a repayment of the investment value, as a result of which the amount of the receivable will gradually decrease over the duration of the leasehold agreement. For the initial portfolio, the final building right fees must be repaid after the 30-year building period. The average remaining term of the building rights of the projects was 11.93 years as at 31 December 2022.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Gross investment (end of building rights, ground rent and rent) | 293,981,811 | 322,063,285 |
| Expiring < 1 year | 10,374,953 | 10,994,953 |
| Expiring between 1 year and 5 years | 40,581,607 | 43,882,639 |
| Expiring > 5 years | 243,025,251 | 267,185,693 |
The gross investment in the lease is the aggregate of the minimum lease payments to be received, in this case the nominal value of the final building rights fee, the ground rent and the rent (excluding indexations).
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Fair value of finance lease receivables | 197,017,859 | 267,844,539 |
The fair value of the finance leases is calculated by discounting the future cash-flows of the delivered projects, including the investment costs included in the item 'Finance lease receivables', at an IRS interest rate as applicable on the closing date, in proportion with the remaining term of the building right term, increased by a risk margin that the bank would charge on the relevant closing date. This calculation is based on a conservative approach as no account is taken of historic and future cash indexations.
| BULLET | IRS ASK Duration ICAP |
Number Public social welfare centres surety (in bp) |
Number Other surety (in bp) |
Number | ||
|---|---|---|---|---|---|---|
| Duration 5 years | 3.152% | 10 | 82 | 9 | 77 | 1 |
| Duration 10 years | 3.110% | 26 | 92 | 24 | 89 | 2 |
| Duration 15 years | 3.051% | 16 | 98 | 15 | 97 | 1 |
| Duration 20 years | 2.848% | 23 | 106 | 22 | 105 | 1 |
| Duration 25 years | 2.637% | 1 | 115 | 1 | 113 | 0 |
| Duration 30 years | 2.460% | 0 | 124 | 0 | 122 | 0 |
| TOTAL | 76 | 71 | 5 |
| AMORTISING | IRS ASK Duration ICAP |
Number Public social welfare centres surety (in bp) |
Number Other surety (in bp) |
Number | ||
|---|---|---|---|---|---|---|
| Duration 5 years | 3.215% | 0 | 75 | 0 | 71 | 0 |
| Duration 10 years | 3.139% | 0 | 86 | 0 | 81 | 0 |
| Duration 15 years | 3.111% | 0 | 92 | 0 | 89 | 0 |
| Duration 20 years | 3.035% | 0 | 97 | 0 | 95 | 0 |
| Duration 25 years | 2.916% | 1 | 103 | 1 | 101 | 0 |
| Duration 30 years | 2.788% | 3 | 109 | 2 | 107 | 1 |
| TOTAL | 4 | 3 | 1 |
| Financial year as closed on | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Weighted average IRS interest rate | 3.01% | 0.44% |
| Weighted average risk margin | 0.97% | 0.98% |
(1) For a comprehensive legal analysis, see chapter 'III. Report of the Board of Directors' under '1. Strategy: Care building in complete confidence' on page 428.
(2) The initial portfolio concerns the finance leases (with as at 31/12/2022 a balance sheet value of €156,518,610 and a generated rental flow of €15,406,228) that the Company entered into until 2014.
(3) The new portfolio concerns the finance leases (with as at 31/12/2022 a balance sheet value of €20,499,475 and a generated rental flow of €1,084,902) that the Company entered into after 2014).
(1) The initial portfolio concerns the finance leases (with as at 31/12/2022 a balance sheet value of €156,518,610 and a generated rental flow of €15,406,228) that the Company entered into until 2014.
(2) The new portfolio relates to the finance leases (with a balance sheet value of €20,499,475 and a generated rental flow of €1,084,902 as at 31/12/2022) and the investment properties (with a balance sheet value of €934,268,830 and a generated rental flow of €37,887,735 as at 31/12/2022) that the Company acquired after 2014.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Initial portfolio | 8,139,749 | 8,730,577 |
| New portfolio | 3,598,316 | 6,079,120 |
| TOTAL | 11,738,065 | 14,809,696 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Customers | 6,015,079 | 4,247,634 |
| Revenue to be collected | 9,057 | 269,309 |
| Provision for doubtful debtors | -2,500 | -2,500 |
| TOTAL | 6,021,636 | 4,514,443 |
The provision for doubtful debtors relates to a provision made in accordance with IFRS 9 in the context of future credit losses. This provision is based on a thorough analysis carried out on Care Property Invest's client portfolio, splitting it into three categories: the initial portfolio(1) made up of contracts with local authorities and the new portfolio(2) which can be split between SMEs and large companies. The entire portfolio of Care Property Invest falls under stage 1 whereby a provision has to be made for the expected loss in the next 12 months. Given the quality of the tenants on the one hand, and the low credit risk associated with finance lease receivables (due to the guarantees provided by the local authorities) on the other hand, the model of expected credit losses under IFRS 9 has no material impact on the Company. The very limited provision that has been made stems from the limited risk that can be attributed to the 3 categories of the portfolio.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Taxes | 7,748,319 | 717,159 |
| VAT current account | 7,430,210 | 702,843 |
| Taxes recoverable | 318,110 | 14,316 |
| Remuneration and social insurance charges | 0 | 2,274 |
| Advance payments | 0 | 2,274 |
| Other miscellaneous receivables | 898,563 | 9,448,417 |
| Other miscellaneous receivables | 898,563 | 9,448,417 |
| TOTAL | 8,646,882 | 10,167,850 |
Tax receivables and other current assets as at 31 December 2022 amounted to €8,646,882, of which €6.9 million related to recoverable VAT in Spain, as a result of the silent mergers of the Spanish subsidiaries with Care Property Invest Spain Socimi S.L.U.
As at 31 December 2021, approximately €8.5 million related to an amount registered in a third-party account with the notary as part of the purchase of a real estate project, which was completed after year-end.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Current accounts with financial institutions | 2,369,211 | 2,543,106 |
| Cash | 1,972 | 1,768 |
| TOTAL | 2,371,183 | 2,544,873 |
Cash and cash equivalents comprise cash assets and the balances of current accounts and are recognised in the balance sheet at nominal value.
| Amounts in EUR |
|---|
| Prepaid real estate costs |
| Prepaid interest and other financial costs |
| Other deferred charges and accrued income |
| TOTAL |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Prepaid real estate costs | 502,833 | 733,497 |
| Prepaid interest and other financial costs | 192,076 | 26,215 |
| Other deferred charges and accrued income | 575,541 | 163,872 |
| TOTAL | 1,270,450 | 923,585 |
(1) The initial portfolio concerns the finance leases (with as at 31/12/2022 a balance sheet value of €156,518,610 and a generated rental flow of €15,406,228) that the Company entered into until 2014.
(2) The new portfolio concerns the finance leases (with as at 31/12/2022 a balance sheet value of €20,499,475 and a generated rental flow of €1,084,902) that the Company entered into after 2014).
| Evolution of capital | Capital movement | Accumulated number of shares |
|---|---|---|
| Date and operation | ||
| 30/10/1995 - Incorporation | 1,249,383 | 210 |
| 07/02/1996 - Capital increase in cash | 59,494,446 | 10,210 |
| 16/05/2001 - Capital increase conversion to euro | 566 | 10,210 |
| 24/03/2014 - Share split through division by 1,000 | 0 | 10,210,000 |
| 20/06/2014 - Optional dividend financial year 2013 | 889,004 | 10,359,425 |
| 22/06/2015 - Capital increase in cash | 16,809,093 | 13,184,720 |
| 15/03/2017 - Capital increase in kind (Watermael-Bosvoorde) | 10,971,830 | 15,028,880 |
| 27/10/2017 - Capital increase in cash | 25,546,945 | 19,322,845 |
| 03/04/2019 - Capital increase in kind (Immo du Lac) | 4,545,602 | 20,086,876 |
| 26/06/2019 - Optional dividend financial year 2018 | 1,831,673 | 20,394,746 |
| 15/01/2020 - Capital increase in kind (Bergen & Bernissart) | 7,439,112 | 21,645,122 |
| 19/06/2020 - Optional dividend financial year 2019 | 1,624,755 | 21,918,213 |
| 25/06/2020 - Capital increase in cash | 13,040,239 | 24,110,034 |
| 20/01/2021 - Capital increase in kind (Attert) | 10,091,030 | 25,806,148 |
| 17/11/2021 - Capital increase in kind (Lier) | 6,692,997 | 26,931,116 |
| 20/06/2022 - Optional dividend financial year 2021 | 1,022,088 | 27,102,910 |
| 07/07/2022 - Capital increase in kind (Haacht) | 3,800,035 | 27,741,625 |
| TOTAL | 165,048,798 | 27,741,625 |
Care Property Invest carried out two capital increases during the 2022 financial year. On 20 June 2022, a capital increase took place following an optional dividend for the 2021 financial year of €4,030,287 (including share premium) for which 171,794 new Care Property Invest shares were issued. The issue price was €23.46 per share.
On 7 July 2022, Care Property Invest acquired the project 'Klapgat' in Haacht through a contribution in kind of 100% of the shares in Igor Haacht nv, the owner of the real estate, into the capital of Care Property Invest. As a result of this contribution which led to a capital increase (including issue premium) of €13,914,724, a total of 638,715 new Care Property Invest shares were issued. The issue price was €21.79 per share. As of this date, the authorised capital amounted to €165,048,798.
On 24 January 2023, a cash capital increase with gross proceeds of €110,966,496 by the issuance of 9,247,208 new shares at an issue price of €12.00 was successfully completed. As of this date, the Company's share capital amounts to €220,065,062 and is represented by a total of 36,988,833 fully paid-up voting shares.
All shares are ordinary shares, fully paid up and held in registered or dematerialised form. They have no par value. Each share entitles the holder to one vote at the general meeting of shareholders in accordance with Article 38 of the Articles of Association.
| 31/12/2022 | 31/12/2021 |
|---|---|
| 31/12/2022 | 31/12/2021 | |
|---|---|---|
| Registered shares | 1,698,713 | 1,661,354 |
| Dematerialised shares | 26,042,912 | 25,269,762 |
| TOTAL NUMBER OF SHARES | 27,741,625 | 26,931,116 |
| Number | Amount | |
|---|---|---|
| Starting balance | 9,192 | 296,787 |
| Purchases | 0 | 0 |
| Sales | -9,192 | -296,787 |
| Final balance | 0 | 0 |
The 9,192 shares held in portfolio as at 31 December 2021 were transferred to the executive management during the 2022 financial year as part of the execution of the remuneration policy.
Neither the Company nor its subsidiaries hold any of the Company's own shares in portfolio as at 31 December 2022.
The following relevant articles of the articles of association were included in full in the coordinated Articles of Association presented in Chapter 'VIII. Permanent document, item ''6. Coordinated Articles of Association' on page 270 and available on www.carepropertyinvest.be.
ARTICLE 6 of the coordinated articles of association as at 24/01/2023 - CAPITAL
ARTICLE 7 of the coordinated articles of association as at 24/01/2023 - AUTHORISED CAPITAL
ARTICLE 8 of the coordinated articles of association as at 24/01/2023 - CHANGE IN THE CAPITAL
On 31 December 2022, no shareholder owns more than 5% of the capital.
On 22 June 2022, KBC asset management notified the Company that it no longer exceeds the 3% threshold and has done so since 20 June 2022.
On 24 January 2023, Pensio B notified the Company that it no longer exceeds the 3% threshold as of this date due to a passive undershoot.
On 15 March 2023, Ameriprise Financial Inc notified the Company that it exceeds the 3% threshold as of 10 March 2023 due to the temporary holding of voting rights Care Property Invest by a company within the group.
Apart from this new notifications by KBC Asset Management, Pensio B and Ameriprise Financial Inc, the Company received no new notifications for exceeding or falling below the 3% threshold during the 2022 en 2023 financial years (up to the date of this report).
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Share premium - optional dividend | 14,402,780 | 11,394,581 |
| Share premium - contribution in kind | 122,524,086 | 112,409,398 |
| Share premium - capital increase | 114,469,676 | 114,469,676 |
| Share premium - costs | -5,268,068 | -5,209,024 |
| TOTAL | 246,128,473 | 233,064,630 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| B. | Reserve for the balance of variations in the fair value of real estate (+/-) | 59,143,232 | 29,600,441 |
| C. | Reserve for the impact on the fair value of estimated transfer taxes and costs resulting from hypothetical disposal of investment properties (-) |
-18,168,148 | -10,768,416 |
| E. | Reserve for net changes in the fair value of authorised hedging instruments that are not subject to a hedge accounting as defined in IFRS (+/-) |
-16,810,790 | -27,975,990 |
| H. | Reserve for treasury shares (-) | 0 | -296,787 |
| M. Other reserves (+/-) | 11,704,204 | 11,582,260 | |
| N. | Retained earnings from previous financial years (+/-) | 27,684,747 | 24,171,050 |
| TOTAL | 63,553,245 | 26,312,559 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Result of the financial year | 88,664,299 | 59,654,821 |
| TOTAL | 88,664,299 | 59,654,821 |
It will be proposed to the Company's Annual General Meeting on 31 May 2023 to distribute a total gross dividend for the 2022 financial year of €27,741,625 or €1.00 per share. After deduction of the 15% withholding tax, this represents a net dividend of €0.85 per share.
This represents an increase of 14.94% over the dividend paid for the previous year. The payout ratio is 80.87% at consolidated level, based on the adjusted EPRA earnings.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Non-current financial debts | 206,541,529 | 274,600,056 |
| Credit institutions | 147,950,101 | 221,211,889 |
| Other | 58,591,428 | 53,388,167 |
| Current financial liabilities | 376,761,772 | 151,220,542 |
| Credit institutions | 339,261,772 | 54,720,542 |
| Other | 37,500,000 | 96,500,000 |
| TOTAL | 583,303,301 | 425,820,598 |
As at 31 December 2022, Care Property Invest has €487.2 million in loans taken out divided between non-current and current financial liabilities and which belong to the category 'financial liabilities measured at amortised cost' in accordance with the IFRS 9 standard. The loans were granted by 8 banks, being Belfius Bank, ING Bank, KBC Bank, BNP Paribas Fortis, Argenta, VDK Bank, CBC Banque and ABN-AMRO. These financial liabilities were fixed with a fixed interest rate or converted to a fixed interest rate by means of a swap transaction or with a revisable interest rate (every three or five years).
Current financial liabilities with Credit Institutions amounting to €339.3 million relate for €266.0 million to rollover credits, which can be rolled over the Company's unilateral request. The expiry dates of the relevant available lines are between 2024 and 2029.
| Financial Institution | Fixed 1 to 1 hedging |
Fixed excl hedging | Variable | Total |
|---|---|---|---|---|
| Belfius Bank | 35,791,938 | 45,634,491 | 86,500,000 | 167,926,428 |
| ING Bank | 0 | 3,237,574 | 0 | 3,237,574 |
| KBC Bank | 0 | 10,110,000 | 105,000,000 | 115,110,000 |
| BNP Paribas Fortis Bank | 2,156,104 | 20,796,104 | 30,000,000 | 52,952,208 |
| CBC Banque | 0 | 1,485,663 | 0 | 1,485,663 |
| Argenta | 0 | 50,000,000 | 0 | 50,000,000 |
| VDK Bank | 0 | 12,000,000 | 0 | 12,000,000 |
| ABN-AMRO | 0 | 40,000,000 | 44,500,000 | 84,500,000 |
| TOTAL | 37,948,042 | 183,263,831 | 266,000,000 | 487,211,873 |
In addition to these credits, the Company also has an MTN programme (classified under 'Other') of €300 million as at 31 December 2022 with Belfius Bank and KBC Bank as dealers. This programme allows the Company to raise money in both the long (through the issuance of bonds) and short (through commercial paper) term. As required by the covenants, 100% of the outstanding commercial paper is covered by back-up lines and unused credit lines. As at 31 December 2022, the amount already drawn consists of €30.5 million in commercial paper and €33.0 million in bonds. For an overview of the bonds under this MTN programme we refer to chapter 'IV. Care Property Invest on the Stock Market' point ''3. Bonds and short-term debt securities' on page 127.
Since 2021, Care Property Invest has held €32.5 million of Sustainability Bonds (also classified under 'Other'). The bonds have a maturity of 10 years, with coupons of 2.05% and were placed with an institutional investor, part of an international insurance group. The net proceeds of these bonds were exclusively used to (re)finance eligible sustainable assets as included in the Care Property Invest Sustainable Finance Framework. For reasons of expediency, these bonds were repaid in full on 10 March 2023 and, as compensation, an additional €30.5 million was drawn on the sustainable rollover credit with ABN-AMRO, making full use of the line from then on.
Both the Sustainable Finance Framework and the allocation of the net proceeds of the Sustainability Bonds and sustainable rollover credit to eligible sustainable assets can be consulted on the website of the Company www. carepropertyinvest.be. This allocation will also be included in the Company's 2022 Sustainability Report, which will also be published on the above website in the course of June 2023.
| Financing with maturity date | Number | Nominal funding amount |
Average remaining term (year) |
|---|---|---|---|
| 0-1 years | 19 | 107,568,064 | 0.39 |
| 1-5 years | 29 | 261,526,256 | 3.23 |
| 5-10 years | 33 | 164,477,027 | 7.28 |
| 10-15 years | 20 | 49,640,526 | 11.84 |
| TOTAL | 101 | 583,211,873 | 5.72 |
The weighted average interest rate (incl. IRS) for the entire portfolio of financial debts amounts to 2.14% as at 31 December 2022. This is an increase compared to the weighted average interest rate of 1.92% as at 31 December 2021. This is due to a higher marginal interest rate that the Company has to pay on new debts it enters into given the current state of the financial markets.
| 31/12/2021 | Cash elements |
Non-cash elements | 31/12/2022 | ||||
|---|---|---|---|---|---|---|---|
| Acquisitions | Exchange rate movements |
Changes in fair value |
Other changes |
||||
| Long-term financial liabilities |
274,122,663 | 0 | 0 | 0 | 0 | -68,205,597 | 205,917,066 |
| Current financial liabilities |
151,220,542 | 157,279,442 | 0 | 0 | 0 | 68,261,788 | 376,761,772 |
| Authorised hedging instruments |
16,810,790 | 0 | 0 | 0 | -39,805,232 | 1,214,100 | -21,780,342 |
| TOTAL | 442,153,994 | 157,279,442 | 0 | 0 | -39,805,232 | 1,270,291 560,898,496 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Book value at the beginning of the financial year | 1,993,405 | 1,782,301 |
| Additions | 346 | 245,248 |
| Interest charges | 91,602 | 80,228 |
| Payments | -114,669 | -114,371 |
| Book value at the end of the financial year | 1,970,685 | 1,993,405 |
For a number of investments, Care Property Invest does not maintain bare ownership of the land, but only usufruct through a long-term leasehold agreement. In practice, a liability has been created for this in accordance with IFRS 16. This obligation is included in the other non-current liabilities. The liability concerns the present value of all future lease payments. The discount rate used to determine this liability was based on a combination of the interest curve plus a spread based on the credit risk of Care Property Invest, both in line with the remaining term of the underlying right of use.
Lease commitments entered into with respect to company vehicles and bicycles are also reported under this heading.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Deferred taxes | 1,325,790 | 0 |
| DEFERRED TAX - ASSETS | 1,325,790 | 0 |
| Exit tax | 0 | 169,148 |
| Deferred taxes | 1,437,534 | 0 |
| DEFERRED TAX - LIABILITIES | 1,437,534 | 169,148 |
Deferred tax assets relate to the difference between the higher tax value and the book value of the investment properties in our Irish subsidiaries.
For the Spanish subsidiaries, a ruling request was submitted regarding the equivalence of a Belgian RREC/GVV to the Spanish SOCIMI (equivalent to the Belgian RREC/GVV status), which was answered with a favourable ruling by the Spanish tax authorities. After fulfilling some amendments to the Articles of Association and the silent merger between Care Property Invest Spain Socimi S.L.U. and all its subsidiaries on 9 August 2022, the application to obtain the SOCIMI status was filed, making it retroactively applicable for the full 2022 financial year. However, if real estate is sold, the portfolio result realised before 2022 can still be taxed according to the generally applicable tax system, as a result of which a deferred tax liability of €1,261,051 was provided for as a precaution. This will therefore only change in the future as a result of the sale of real estate and the realisation of a capital gain.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Exit tax | 0 | 502,174 |
| Suppliers | 11,193,888 | 9,305,279 |
| Taxes, remuneration and social insurance charges | 2,500,823 | 2,437,812 |
| TOTAL | 13,694,711 | 12,245,266 |
The item Suppliers mainly includes invoices relating to ongoing development projects.
The amount of exit tax as at 31 December 2021 relates to the tax still owed after the merger of the subsidiaries De Wand-Janson nv, Zilvermolen nv and Ruiterschool Van Dooren nv with Care Property Invest on 23 June 2021.
| 31/12/2022 | 31/12/2021 |
|---|---|
| 1,398,649 | 3,550,796 |
| 1,398,649 | 3,550,796 |
The miscellaneous debts relate to short-term liabilities related to development projects.
| 31/12/2022 | 31/12/2021 |
|---|---|
| 1,398,649 | 3,550,796 |
| 1,398,649 | 3,550,796 |
In accordance with IFRS 13, the items in the balance sheet for which the fair value can be calculated are presented below, divided into levels as defined by IFRS 13. This scale consists of three levels: Level 1: quoted prices in the asset markets; Level 2: observable data other than quoted prices included in Level 1; Level 3: unobservable data.
| 31/12/2022 | 31/12/2021 | ||||
|---|---|---|---|---|---|
| Balance sheet items | Level | Book value | Fair value | Book value | Fair value |
| Investment properties | 3 | 934,268,830 | 934,268,830 | 718,031,800 | 718,031,800 |
| Finance lease receivables and trade receivables and other non-current assets (1) |
2 | 188,756,149 | 197,017,859 | 201,585,466 | 267,844,539 |
| Financial fixed assets | 2 | 26,781,435 | 26,781,435 | 2,685,847 | 2,685,847 |
| Trade receivables | 2 | 6,021,636 | 6,021,636 | 4,514,443 | 4,514,443 |
| Cash and cash equivalents | 1 | 2,371,183 | 2,371,183 | 2,544,873 | 2,544,873 |
| Non-current and current financial liabilities |
2 | 583,303,301 | 580,279,394 | 425,820,598 | 458,240,052 |
| Other non-current financial liabilities | 2 | 4,998,048 | 4,998,048 | 19,494,005 | 19,494,005 |
| Other non-current liabilities | 2 | 1,970,685 | 1,970,685 | 1,993,405 | 1,993,405 |
| Trade payables and other current liabilities |
2 | 13,694,711 | 13,694,711 | 12,245,266 | 12,245,266 |
| Other current liabilities | 2 | 1,398,649 | 1,398,649 | 3,550,796 | 3,550,796 |
(1) The fair value of 'financial trade receivables' and the 'financial liabilities' was calculated by discounting all future cash flows at an IRS rate prevailing as at 31 December of the relevant year, depending on the maturity of the underlying contract, plus a margin. For more information, see item 'T5.17 Finance lease receivables and trade receivables and other non-current assets' on page 218 further on in this section.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Prepayments of property revenue | 1,716,069 | 1,490,965 |
| Accrued costs | 2,602,164 | 1,293,343 |
| TOTAL | 4,318,233 | 2,784,308 |
In accordance with the issuing prospectus, priority residential rights could be exercised from 1 January 2005 to 31 December 2020 by each shareholder who had held 10,000 shares (ten shares before the share split) for five years and had reached the age of 75. A shareholder who exercises his/her priority residential rights to an existing project waiting list also pays a maximum daily charge for his/ her residence. This daily price is adjusted annually according to the consumer price index and amounted to €26.43 for 2022 and increased to €28.52 as of 1 January 2023. Since 31 December 2020, this residential priority right can no longer be
exercised, but it continues to be in effect for shareholders who were already using it on that date.
Pursuant to the decision of the Board of Directors, from the contracting of the lease agreements entered into after 1 August 2001, it is agreed with the PCSWs and nonprofit organisations that Care Property Invest will bear any possible difference between the maximum daily price for holders of the residential priority right and other residents. During 2022, 2 shareholders exercised this residential priority right for which the Company granted an intervention of €4,529. As of
31 December 2022, only 1 shareholder still
exercises this right.
If a project is awarded to a general contractor following a tendering procedure, the contractor pays a deposit equal to 5% of the original contract sum, in accordance with the administrative provisions of the contract. This deposit can be applied in the event of delays due to late execution or total or partial non-execution of the contract, or even on its dissolution or termination. Half of the bank guarantee is released on provisional delivery of the service flats building. On final acceptance of a building, the full guarantee is released. At the time of preparation of the financial statements, the Company had surety for a total amount of €513,380.
Transactions with related parties (within the meaning of IAS 24 and the Belgian Code for Companies and Associations (BCCA)) concern the costs included in the 'Remuneration of Directors and the Executive Committee' paid to the members of the Board of Directors and the Executive Committee of the Company, for a total amount of €2,373,866. In addition, during 2022, a total of 9,192 Company shares were purchased by the members of the Executive Committee, with part of their bonus received, as part of a share purchase plan, for a total amount of €174,280.
For additional explanations on the remuneration of the Directors and Executive Committee, we refer to the chapter 'III. Report of the Board of Directors' at point '11.11 Remuneration report 2022' on page 110.
Brakel (BE) I Neerhof

We also refer to 'T 5.33 Conditional liabilities' regarding the residential priority right to which certain shareholders can be entitled.
The Company has no further transactions to report for the 2022 financial year.
The following companies were fully consolidated and are deemed to be related companies in view of the fact that on 31 December 2022 they were direct or indirect 100% subsidiaries of Care Property Invest:
| Name | Category | Company number or Chamber of Commerce |
Acquisition Date | % shares owned by CPI |
|---|---|---|---|---|
| Care Property Invest nv (GVV) | Parent company | 0456.3780.70 | ||
| Belgian subsidiaries | ||||
| B.E.R.L. Internationaal nv (GVBF) | Subsidiary | 0462.037.427 | 19/12/2018 | 100% |
| Igor Haacht nv | Subsidiary | 0685.487.914 | 07/07/2022 | 100% |
| Dutch subsidiaries | ||||
| Care Property Invest NL B.V. | Subsidiary | Kvk 72865687 | 17/10/2018 | 100% |
| Care Property Invest NL2 B.V. | Subsidiary | Kvk 73271470 | 05/12/2108 | 100% |
| Care Property Invest NL3 B.V. | Subsidiary | Kvk 74201298 | 05/03/2019 | 100% |
| Care Property Invest NL4 B.V. | Subsidiary | Kvk 74580000 | 15/04/2019 | 100% |
| Care Property Invest NL5 B.V. | Subsidiary | Kvk 74918516 | 23/05/2019 | 100% |
| Care Property Invest NL6 B.V. | Subsidiary | Kvk 75549808 | 08/08/2019 | 100% |
| Care Property Invest NL7 B.V. | Subsidiary | Kvk 77849922 | 16/04/2020 | 100% |
| Care Property Invest NL8 B.V. | Subsidiary | Kvk 80636357 | 19/10/2020 | 100% |
| Care Property Invest NL9 B.V. | Subsidiary | KvK 68707479 | 29/12/2020 | 100% |
| Care Property Invest NL10 B.V. | Subsidiary | KvK 86895818 | 04/07/2022 | 100% |
| Spanish subsidiaries | ||||
| Care Property Invest Spain Socimi S.L.U. Subsidiary | B-01618677 | 21/07/2020 | 100% | |
| Irish subsidiaries | ||||
| Care Property Invest Emerald LTD. | Subsidiary | CRO 712356 | 25/01/2022 | 100% |
| Care Property Invest Diamond LTD. (ex Cincolite LTD.) |
Subsidiary | CRO 703434 | 16/12/2022 | 100% |
The acquisitions of the above-mentioned subsidiaries were made in the context of an 'asset deal' to which IFRS 3 - Business Combinations does not apply. The participating interests are valued based on the equity method in the statutory accounts.
For more information on the mergers that took place during the 2022 financial year, we refer to chapter 'III. Report of the Board of Directors', point '2.1.5.1 Mergers' on page 52.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Mandate | 100,067 | 80,312 |
| Other audit assignments | 11,671 | 20,700 |
| Other non-audit assignments | 76,703 | 18,030 |
The other assignments outside the auditing assignments were always approved in advance by the Company's Audit Committee.
As already announced in separate press releases, Care Property Invest is proud to announce that after the closing of the financial year, it realised the following investments:
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| Completed projects | |||||||
| Warm Hart Zuidwolde | Warm Hart Zorghuizen |
03/02/2022 Zuidwolde | Q2 2023 | 20 years (triple net) |
€10.4 | Asset deal | |
| New projects signed under suspensory conditions | |||||||
| Saamborgh Ruurlo | Saamborgh Verhuur B.V. |
15/03/2023 Ruurlo | 2023 | 20 years (triple net) |
€11.9 | Share deal |
| Name | Operator | Acquisition date |
Location | Year of construction / renovation or expected completion |
Contract | Conv. Value (in € million) |
Type of transaction |
|---|---|---|---|---|---|---|---|
| New projects signed under suspensory conditions | |||||||
| Skibbereen Residential Care Centre |
Brookhaven Healthcare |
06/01/2023 Skibbereen | 2004 | 25 years (triple net) |
€7.5 | Asset deal |
Care Property Invest launched a capital increase by contribution in cash within the authorised capital on 11 January 2023 with the removal of the statutory preferential right and the grant of irreducible allocation rights to all existing shareholders.
The main objective of this capital increase was to allow the Company to acquire new financial resources and increase its equity so that it can continue its growth strategy with regard to its real estate portfolio, while maintaining a reduced debt ratio.
Following the public offering of subscription for the new shares and the successful private placement of scrips, the Company announced on 20 January 2023 that existing shareholders and new investors have subscribed to 100% of the offered new shares for a gross amount of €110,966,496 of which €55,016,264 will be allocated to the item capital and €55,950,232 to the item share premiums. Following this transaction, the Company's capital will be represented by 36,988,833 fully paid-up shares.
The authorised capital amounted to €9,857,471 after this transaction. The Company convened an Extraordinary General Meeting of shareholders (EGM I) on 5 April 2023 to request a renewal of the authorised capital. However, the required quorum was not reached as a result of which a new Extraordinary General Meeting of Shareholders (EGM II) was planned on 26 April 2023. For the documentation relating to this extraordinary general meeting of shareholders, please consult the Company's website (www.carepropertyinvest.be/en/investments/generalmeeting/).
An Alternative Performance Measures (APM) is a financial indicator, historical or forward-looking, of the performance, financial situation or cash flows of a company other than financial indicator defined or described by the applicable accounting standards in its financial reporting
Care Property Invest uses APMs in its financial communication within the meaning of the guidelines issued by the ESMA (European Securities and Markets Authority) on 5 October 2015. A number of these APMs have been recommended by the European Public Real Estate Association (EPRA) and are discussed in the chapter 'V. EPRA' on page 132 of this Annual Financial Report. The APMs below have been determined by the Company itself in order to provide the reader with a better understanding of its results and performance.
Performance measures established by IFRS standards or by law are not considered as APMs, nor are they measures based on items in the global result statement or the balance sheet.
Definition: This is the operating result before the result on portfolio divided by the net rental result, whereby the operating result before the result on portfolio and the net rental result can be reconciled with global result statement.
Use: This indicator measures the profitability of the Company's leasing activities.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| Operating result before portfolio income | = A | 42,466,520 | 35,303,597 |
| Net rental result | = B | 54,378,866 | 43,233,668 |
| Operating margin | = A/B | 78.09% | 81.66% |
Definition: This is the financial result excluding changes in fair value of financial assets and liabilities (authorised hedging instruments not subject to hedge accounting as defined under IFRS), being the sum of the items 'XX. Financial income', 'XXI. Net interest cost' and 'XXII. Other financial costs' of the global result statement.
Use: This indicator does not take into account the impact of financial assets and liabilities in the global result statement, thus reflecting the result from strategic operating activities.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| Financial result | = A | 27,674,522 | 2,734,270 |
| Changes in fair value of financial assets /liabilities | = B | 38,591,131 | 11,165,200 |
| Financial result before changes in fair value of financial assets/ liabilities |
= A-B | -10,916,609 | -8,430,930 |
Definition: This is equity excluding the accumulated reserve for the balance of changes in fair value of authorised hedging instruments (not subject to hedge accounting as defined under IFRS) and the changes in fair value of financial assets and liabilities, where the reserve for the balance of changes in fair value of authorised hedging instruments is included in item 'C'. Reserves' of the consolidated balance sheet and changes in fair value of financial assets and liabilities can be reconciled with item 'XXIII. Changes in fair value of financial assets/ liabilities in the global result statement.
Use: This indicator reflects equity without taking into account the hypothetical market value of the derivative instruments.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| Equity | = A | 563,394,815 | 479,258,685 |
| Reserve for the balance of changes in fair value of authorised hedging instruments |
= B | 16,810,790 | 27,975,990 |
| Changes in fair value of financial assets/liabilities | = C | -38,591,131 | -11,165,200 |
| Equity before changes in fair value of financial products | = A-B-C | 585,175,157 | 462,447,896 |
Definition: This is the operating result before the result on portfolio divided by the interest charges paid, whereby the operating result before the result on portfolio and the interest charges paid can be reconciled with the global result statement.
Use: This indicator measures how many times a company earns its interest charges and gives an indication of the extent to which the operating profit can fall back without the company getting into financial difficulties. In accordance with covenants entered into by the Company, this value must be at least 2.5.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| Operating result before portfolio income | = A | 42,466,520 | 35,303,597 |
| Total amount of interest charges paid | = B | 9,988,634 | 7,844,467 |
| Interest coverage ratio | = A/B | 4.25 | 4.50 |
In the context of the statutory audit of the Consolidated Financial Statements of Care Property Invest nv (the 'Company') and its subsidiaries (together the 'Group'), we report to you as statutory auditor. This report includes our opinion on the consolidated balance sheet as at 31 December 2022, the consolidated statement of overall result, the statement of changes in consolidated equity and the cash flow table for the year ended 31 December 2022 and the disclosures (all elements together the 'Consolidated Financial Statements') as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 25 May 2022, 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 2024. We performed the audit of the Consolidated Financial Statements of the Group during four consecutive years.
We have audited the Consolidated Financial Statements of Care Property Invest nv, that comprise of the consolidated balance sheet as at 31 December 2022, the consolidated statement of overall result, the statement of changes in consolidated equity and the cash flow table for the year ended 31 December 2022 and the disclosures, which show a consolidated balance sheet total of €1,174,515,976 and of which the consolidated income statement shows a profit for the year of €88,664,299.
In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2022, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ('IFRS') and with applicable legal and regulatory requirements in Belgium.
We conducted our audit in accordance with International Standards on Auditing ('ISA's') applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board ('IAASB') that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the Consolidated Financial Statements' section of our report.
We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence.
We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.
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' since some parameters used for valuation purposes are based on only limited observable data (discount rate, future occupancy rate, …).
The audit risk appears in the valuation of these investment properties.
The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal valuation experts).
More precisely, we have:
Finally, we have assessed the appropriateness of the information on the fair value of the investment properties disclosed in note 5.14 of the Consolidated Financial Statements.
The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
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 ISA's will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISA's, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
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.
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report.
In the context of our mandate and in accordance with the additional standard to the ISA's applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters.
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:
contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.
The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements.
In accordance with the standard on the audit of the conformity of the financial statements with the European single electronic format (hereinafter 'ESEF'), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: 'Delegated Regulation').
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https:// www.fsma.be/en/data-portal).
It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.
Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of Care Property Invest nv per 31 December 2022 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal) are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation.
This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Diegem, 27 April 2023
EY Bedrijfsrevisoren bv
Statutory auditor Represented by
Christel Weymeersch(1) Partner
(1) Acting on behalf of a bv
The Abridged Statutory Financial Statements of Care Property Invest, prepared under IFRS, are summarised below in accordance with article 3:17 BCCA. The unabridged Statutory Financial Statements of Care Property Invest, its Board of Directors' Report and its Auditors' Report will be registered at the National Bank of Belgium within the legal deadlines and can be consulted via the website www.carepropertyinvest.be.
The abridged statutory financial statements as at 31 December 2021 were inserted in the Annual Financial Report 2021 under item 4 et seq in section 'VII. Financial Statements', from page 220 and the statements as at 31 December 2020 were inserted in the Annual Financial Report 2020 under item 4 et seq in section 'VIII. Financial Statements', from page 219. Both reports are available on the website www.carepropertyinvest.be.
The auditors issued an unqualified opinion on the Statutory Financial Statements.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| I | Rental income (+) | 39,056,421 | 35,388,563 |
| Net rental income | 39,056,421 | 35,388,563 | |
| V | Recovery of rental charges and taxes normally borne by tenants on let properties (+) |
193,014 | 136,823 |
| VII | Rental charges and taxes normally borne by tenants on let properties (-) |
-193,014 | -136,823 |
| Real estate result | 39,056,421 | 35,388,563 | |
| IX | Technical costs (-) | -2,918 | -4,090 |
| Real estate costs | -2,918 | -4,090 | |
| Real estate operating result | 39,053,502 | 35,384,473 | |
| XIV | General expenses of the company (-) | -8,664,753 | -6,931,460 |
| XV | Other operating income and expenses (+/-) | 1,254,282 | 2,763,999 |
| Operating result before the result on portfolio | 31,643,031 | 31,217,012 | |
| XVIII Changes in the fair value of investment properties (+/-) | 18,765,737 | 16,998,661 | |
| Operating result | 50,408,768 | 48,215,673 | |
| XX | Financial income (+) | 6,582,645 | 3,498,396 |
| XXI | Net interest expense (-) | -9,812,749 | -7,963,224 |
| XXII | Other financial costs (-) | -912,347 | -576,779 |
| XXIII Changes in the fair value of financial assets and liabilities | 42,685,480 | 16,746,626 | |
| Financial result | 38,543,030 | 11,705,019 | |
| Result before taxes | 88,951,798 | 59,920,692 | |
| XXIV Corporate tax (-) | -280,476 | -79,603 | |
| XXV | Exit tax (-) | -7,023 | -186,268 |
| Taxes | -287,499 | -265,872 | |
| Net result (share of the group) | 88,664,299 | 59,654,821 | |
| Other elements of the global result | 0 | 0 | |
| Net result/global result | 88,664,299 | 59,654,821 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| NET RESULT/GLOBAL RESULT | 88,664,299 | 59,654,821 |
| Net result per share based on weighted average shares outstanding | 3.1961 | 2.2976 |
| Gross yield compared to the initial issuing price in 1996 | 53.72% | 38.62% |
| Gross yield compared to stock market price on closing date | 20.28% | 8.92% |
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
| NET RESULT/GLOBAL RESULT | 88,664,299 | 59,654,821 |
| Non-cash elements included in the net result | -57,271,902 | -31,430,857 |
| Depreciations and amortizations, impairments and reversal of write downs |
427,614 | 254,511 |
| Changes in the fair value of investment properties | -18,765,737 | -16,998,661 |
| Changes in the fair value of authorised hedging instruments | -38,591,131 | -11,165,200 |
| Changes in the fair value of financial assets and liabilities | -4,094,349 | -5,581,425 |
| Dividends from subsidiaries | 680,070 | 1,203,031 |
| Projects' profit or loss margin attributed to the period | 3,071,632 | 856,887 |
| ADJUSTED EPRA EARNINGS | 31,392,398 | 28,223,964 |
| Adjusted EPRA earnings per share based on weighted average number of outstanding shares |
1.1316 | 1.0871 |
| 19.02% | 18.27% |
Gross yield compared to the initial issuing price in 1996
Gross yield compared to stock market price on closing date
7.18% 4.22%
The weighted average number of outstanding shares was 25,963,657 as at 31 December 2021 and increased to 27,741,625 shares as at 31 December 2022. The number of shares amounted to 26,931,116 as at 31 December 2021 (including 9,192 own shares) and increased to 27,741,625 shares as at 31 December 2022. On this date, the Company no longer held any treasury shares.
The number of shares changed as a result of (i) an optional dividend for the 2021 financial year which was successfully completed on 20 June 2022 and led to the issue of 171,794 new shares and (ii) a capital increase in kind for the acquisition of 100% of the shares in Igor Haacht nv, which owns the assisted living complex 'Klapgat' located in Haacht. This transaction took place on 7 July 2022, for which 638,715 new shares were issued.
With the realisation of a capital increases in cash on 24 January 2023, 9,247,208 new shares were issued resulting in a total number of 36,988,833 fully paid-up shares with voting rights as of this date.
The share price was €15.76 as at 31 December 2022 and €25.75 as at 31 December 2021. The gross return is calculated by dividing the net result per share or the adjusted EPRA earnings by the market capitalisation on the closing date. There are no instruments that have a potentially dilutive effect on the net result or the adjusted EPRA earnings per share.
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| ASSETS | |||
| I. | FIXED ASSETS | 1,148,806,377 | 938,458,698 |
| B. | Intangible fixed assets | 91,656 | 122,671 |
| C. | Investment properties | 511,135,865 | 427,962,863 |
| D. | Other tangible fixed assets | 4,952,677 | 4,739,677 |
| E. | Financial fixed assets | 443,870,030 | 304,048,023 |
| F. | Finance lease receivables | 177,018,085 | 186,775,769 |
| G. | Trade receivables and other non-current assets | 11,738,065 | 14,809,696 |
| II. | CURRENT ASSETS | 10,801,116 | 23,887,328 |
| D. | Trade receivables | 3,299,968 | 2,645,904 |
| E. | Tax receivables and other current assets | 5,333,331 | 19,049,402 |
| F. | Cash and cash equivalents | 976,642 | 1,313,349 |
| G. | Deferrals and accruals | 1,191,176 | 878,672 |
| TOTAL ASSETS | 1,159,607,493 | 962,346,026 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | 563,394,815 | 479,258,685 | |
| A. | Capital | 165,048,798 | 160,226,675 |
| B. | Share premium | 246,128,473 | 233,064,630 |
| C. | Reserves | 63,553,245 | 26,312,560 |
| D. | Net result for the financial year | 88,664,299 | 59,654,821 |
| LIABILITIES | 596,212,678 | 483,087,341 | |
| I.Non-current liabilities | 208,578,269 | 290,134,304 | |
| B. | Non-current financial liabilities | 202,407,731 | 270,272,018 |
| C. | Other non-current financial liabilities | 4,998,048 | 19,494,005 |
| E. | Other non-current liabilities | 1,172,491 | 368,281 |
| II. Current liabilities | 387,634,409 | 192,953,038 | |
| B. | Current financial liabilities | 376,420,462 | 150,891,917 |
| D. | Trade payables and other current liabilities | 8,133,400 | 37,594,780 |
| E. | Other current liabilities | 0 | 2,242,195 |
| F. | Deferrals and accruals | 3,080,547 | 2,224,146 |
| TOTAL EQUITY + LIABILITIES | 1,159,607,493 | 962,346,026 |
| Amounts in EUR | 31/12/2022 | 31/12/2021 | |
|---|---|---|---|
| A. Net result / global result | 88,664,299 | 59,654,821 | |
| B. Appropriation to / release from reserves (-/+) | -60,922,674 | -37,066,490 | |
| 1 | Appropriation to/release from reserve for the positive or negative balance of changes in the fair value of real estate (-/+)(1) |
-19,236,769 | -18,546,001 |
| 2 | Appropriation to/release from reserve for estimated charges and costs for hypothetical disposal of investment properties (-/+)(1) |
471,032 | 1,547,340 |
| 5 | Appropriation to reserve for the net changes in authorised hedging instruments that are not subject to hedge accounting as defined in IFRS (-) |
-38,591,131 | -11,165,200 |
| 11 | Addition to/withdrawal from retained earnings in previous financial years (-/+) |
-151,527 | -4,524,234 |
| 12 | Addition to/withdrawal from reserve for the share in the profit or loss and in the unrealised results of subsidiaries that are accounted for according to the equity method. |
-3,414,279 | -4,378,394 |
| If A+B is less than C, only this sum may be distributed | 27,741,625 | 22,588,331 | |
| C. Return on capital in accordance with Article 13 of the RREC Royal Decree | 25,113,918 | 22,579,171 |
(1) Due to a reclassification between these items, the figures as at 31 December 2021 were also adjusted to allow for correct comparability.
Heemstede (NL) I De Meerlhorst

| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| For the return on capital, the public RREC is required to repay an amount equal to the amount of the positive net result for the financial year after settlement of losses carried forward and after appropriations to/ releases of reserves as calculated in paragraph '4.4 Abridged statutory appropriation of results' on page 245, item 'B.Appropriations to /releases from reserves (-/+)'. |
||
| Net result | 88,664,299 | 59,654,821 |
| Amount calculated under 'Appropiation account' point B | -60,922,674 | -37,066,490 |
| Positive Net Result | 27,741,625 | 22,588,331 |
| If this calculated positive net result is zero, the company is not required to pay a dividend. If this calculated positive net result exceeds nil, the Company must pay a return on the capital amounting to at least the positive difference between 1° and 2° to be paid as a return on the capital. |
||
| 1°, being 80% of an amount equal to the sum of (A) the adjusted EPRA earnings and of (B) the net gain on realisation of real estate not exempt from distribution. |
||
| (A) adjusted EPRA earnings are calculated cfr. Appendix C, Section 3 of the RREC Royal Decree | ||
| Net result | 88,664,299 | 59,654,821 |
| (+) Depreciation and impairments | 427,614 | 254,511 |
| (+/-) Other non-monetary items | -39,613,849 | -15,889,738 |
| (+/-) Changes in the fair value of financial assets and liabilities (swaps) | -38,591,131 | -11,165,200 |
| (+/-) Share in the profit or loss of holdings that are accounted for in accordance with the equity method |
-4,094,349 | -5,581,425 |
| (+/-) Real estate leasing profit or loss margin on projects attributed to the period | 3,071,632 | 856,887 |
| (+) Dividends received from equity-accounted subsidiaries | 680,070 | 1,203,031 |
| (+/-) Changes in the fair value of real estate | -18,765,737 | -16,998,661 |
| (A) ADJUSTED EPRA EARNINGS | 31,392,398 | 28,223,964 |
| (B) Net gain on disposal of real estate not exempt from distribution | ||
| (B) NET GAINS | ||
| MINIMUM DIVIDEND PAYABLE IN ACCORDANCE WITH ARTICLE 13 OF THE RREC ROYAL DECREE |
25,113,918 | 22,579,171 |
|---|---|---|
| Positive difference between 1° and 2° | 25,113,918 | 22,579,171 |
| 2° = | 0 | 0 |
| 2° Being the net reduction in the debt levels of the RREC during the financial year: | ||
| 1° = 80% OF THE SUM OF (A) + (B) | 25,113,918 | 22,579,171 |
The mentioned obligations in Article 13 of the RREC Decree do not affect the application of Article 7:212 BCCA which stipulates that no dividend may be paid out if, as a result thereof, the net assets of the Company would fall below the capital plus the reserves which are not distributable on the basis of the law or the Articles of Association.
| Amounts in EUR | 31/12/2022 | 31/12/2021 |
|---|---|---|
| Net assets' refers to the total assets shown in the balance sheet, less provisions and liabilities. |
||
| Net assets | 563,394,815 | 479,258,685 |
| Proposed dividend | -27,741,625 | -22,588,331 |
| Net assets after dividend distribution | 535,653,190 | 456,670,354 |
| Capital plus the reserves which may not be distributed by law or pusuant to the Articles of Association as the arithmetical sum of paid-up capital (+) in accordance with the RREC Royal Decree (Annex C - Chapter 4) |
165,048,798 | 160,226,675 |
| Share premium unavailable in accordance with the Articles of Association (+) | 246,128,473 | 233,064,630 |
| Reserve for the positive balance of changes in the fair value of real estate (+) | 54,160,737 | 34,923,968 |
| Reserve for the impact on the fair value of estimated transfer taxes and costs resulting from hypothetical disposal of investment properties (-) |
-3,487,549 | -3,016,517 |
| Reserve for net changes in the fair value of authorised hedging instruments that are not subject to hedge accounting as defined in IFRS (+/-) |
22,186,527 | -16,404,604 |
| Reserve for the share in profits or losses and in the unrealised results of equity accounted subsidiaries |
19,591,095 | 16,176,816 |
| NON-DISTRIBUTABLE PROFIT | 503,628,080 | 424,970,967 |
| MARGIN REMAINING UNDER ARTICLE 7:212 OF THE BELGIAN CODE FOR | 32,025,110 | 31,699,387 |
MARGIN REMAINING UNDER ARTICLE 7:212 OF THE BELGIAN CODE FOR COMPANIES AND ASSOCIATIONS (BCCA)
| Reserves for Reserve for the balance of the impact on changes in the the fair value investment of estimated value of real transfer taxes estate and costs resulting from hypothetical disposal of investment properties (-) 1 January 2021 143,442,647 181,447,992 11,348,795 -618,904 -22,211,550 11,942,615 -218,668 12,404,218 12,377,422 25,023,929 19,864,912 Net appropiation account for the 5,029,172 -850,274 -5,358,254 179,693 2,366,413 1,366,750 -1,366,750 2020 financial year Dividends -785,489 785,489 0 -18,498,162 Treasury shares -78,119 -78,119 Result for the period (3) 59,654,821 Capital Increase 16,784,027 51,616,637 31 December 2021 160,226,675 233,064,630 16,377,967 -1,469,177 -27,569,805 11,942,615 -296,787 11,798,422 15,529,325 26,312,560 59,654,821 1 January 2022 160,226,675 233,064,630 16,377,967 -1,469,177 -27,569,805 11,942,615 -296,787 11,798,422 15,529,325 26,312,560 59,654,821 Net appropiation account for the 18,546,001 -1,547,340 11,165,200 5,581,425 3,321,203 37,066,490 -37,066,490 2021 financial year Dividends -1,203,031 1,203,031 0 -22,588,331 Treasury shares 296,787 -122,590 174,197 Result for the period (3) 88,664,299 Capital Increase 4,822,123 13,063,843 31 December 2022 165,048,798 246,128,473 34,923,968 -3,016,517 -16,404,604 11,942,615 0 16,176,816 19,930,969 63,553,247 88,664,299 Appropriation of 2022 profit before 19,236,769 -471,032 38,591,131 0 0 3,414,279 27,893,152 88,664,299 -88,664,299 distribution of dividends TOTAL 165,048,798 246,128,473 54,160,737 -3,487,549 22,186,527 11,942,615 0 19,591,095 47,824,121 152,217,546 0 |
CAPITAL | SHARE PREMIUM |
Reserves for the balance of changes in the fair value of real estate |
Reserves for impact of swaps (2) |
Other reserves |
Reserve treasury shares |
Reserve for the share in profits or losses and in the unrealised results of subsidiaries accounted for using the equity method |
Results carried forward from previous financial years |
RESERVES | RESULT FOR THE FINANCIAL YEAR |
TOTAL SHAREHOLDERS' EQUITY |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 369,779,481 | |||||||||||
| 0 | |||||||||||
| -18,498,162 | |||||||||||
| -78,119 | |||||||||||
| 59,654,821 | |||||||||||
| 68,400,665 | |||||||||||
| 479,258,685 | |||||||||||
| 479,258,685 | |||||||||||
| 0 | |||||||||||
| -22,588,331 | |||||||||||
| 174,197 | |||||||||||
| 88,664,299 | |||||||||||
| 17,885,966 | |||||||||||
| 563,394,817 | |||||||||||
| 563,394,817 |
(1) Following a recommendation by the FSMA, the amounts relating to the equity method, which were distributed among the various reserve items, were reclassified to a new reserve account 'Reserve for the share in the profit or loss and unrealised results of equity accounted investees'.
(2) Reserve for net changes in the fair value of authorised hedging instruments that are not subject to hedge accounting as defined in the IFRS (+/-).
(3) The Company has no 'other comprehensive income', within the meaning of IAS 1, so that the Company's net income is equal to the overall result.

Lanaken (BE) I 3 Eiken

The Company has the status of a public limited liability company. It is subject to the statutory system of public regulated real estate companies, legally abbreviated to 'public RREC'. It bears the name 'CARE PROPERTY INVEST', abbreviated to 'CP Invest'.
The corporate name of the Company and all of the documents that it produces (including all deeds and invoices) contain the words 'public regulated real estate company' or are immediately followed by these words. The company name must always be preceded or followed by the words 'public limited liability company' or the abbreviation 'nv'.
The Company raises its financial resources, in Belgium or elsewhere, through a public offering of shares. The Company's shares have been admitted for trading on a regulated market, Euronext Brussels.
The Company is subject to the regulations currently applicable to RRECs and in particular to the provisions of the Law of 12 May 2014 concerning regulated real estate companies as amended by the Law of 22 October 2017 (the 'RREC Law') and the Royal Decree of 13 July 2014 with respect to regulated real estate companies, as amended on 23 April 2018 (the 'RREC Decree').
The Company is also subject to Article 2.7.6.0.1 of the Flemish Tax Code (VCF) in respect of exemption from inheritance rights pertaining to the social rights in companies incorporated within the framework of the realisation and/or financing of investment programmes for service flats, as amended from time to time.
The Company's registered office is located in the Flemish Region at 2900 Schoten, Horstebaan 3 and can be reached by telephone at +32 3 222 94 94 and by e-mail at [email protected].
The Board of Directors may relocate the registered office to any other place in Belgium, provided that the language legislation is respected.
The Company may, by decision of the Board of Directors, establish administrative seats, offices, branches, agencies and establishments at any other place in Belgium or abroad.
For the application of Article 2:31 BCCA, the Company's website is www.carepropertyinvest.be. The Company's e-mail address is [email protected].
The information made available through the website is not part of this Universal Registration Document, unless that information has been included by reference.
The public limited liability company Care Property Invest was incorporated on 30 October 1995 under the name 'Serviceflats Invest' pursuant to a deed executed before notary Jan Boeykens in Antwerp and published in the Annexes to the Belgian Official Gazette of 21 November 1995 under number 1995-11-21/176.
The Company is registered in the Trade Register (RPR) of Antwerp (Antwerp branch) under number 0456.378.070.
The Company's sole object is:
(a) making real estate available to users directly or via a company in which it has a shareholding, in compliance with the provisions of the RREC Law and decrees and regulations issued for the implementation of the RREC Law;
(b) property ownership within the limits of the RREC Law, as referred to in Article 2, 5°, vi to xi of the RREC Law;
(c) concluding or joining one or more of the following long-term contracts with a public client, directly or via a company in which it has a shareholding in compliance with the provisions of the RREC Law and the decrees and regulations issued for its implementation, possibly in collaboration with third parties: (i) Design, Build, Finance (DBF) contracts, except where these can be qualified solely as a promotional order for works, within the meaning of Article 115, 4° of the Royal Decree of 15 July 2011 on the award of public procurement contracts in the classical sectors; (ii) Design, Build, (Finance) and Maintain (DB(F)M) contracts; (iii) Design, Build, Finance, (Maintain) and Operate (DBF(M)O) contracts; and/or (iv) contracts for concessions for public work relating to buildings and/or other infrastructure of an immovable nature and services relating to this, on the basis of which: (i) it guarantees the provision, maintenance and/or operation for a public entity and/or citizens as end-users, in order to meet a social need and/or to facilitate the provision of a public service; and (ii) for which it is able to bear the associated financing, availability, demand and/or operating risks, partially or in full, in addition to any construction risk, without necessarily holding rights in rem in that regard. (d) developing, providing for the
development, establishing, providing for the establishment, managing, providing for the management, operating, providing for the operation of or making available one or more of the following in the long term, directly or via a company in which it has a shareholding in compliance with the provisions of the RREC Law and the decisions and regulations imposed for its implementation, possibly in collaboration with third parties: (i) utilities and storage locations for transportation, distribution
or storage of electricity, gas, fossil or non-fossil fuels and energy in general and the related goods; (ii) utilities for transportation, distribution, storage or treatment of water and the related goods; (iii) installations for the generation, storage and transportation of energy, green or otherwise, and the related goods; or (iv) waste and incineration installations and related goods.
The activity, as described in the preceding paragraphs, must relate to the financing and realisation of (i) with regard to the Flemish Region, only projects primarily concerning (a) the realisation of service flats as referred to in Article 88, §5, of the Residential Care Decree of 13 March 2009 (as amended from time to time) or (b) real estate for facilities in relation to the Residential Care Decree of 13 March 2009, or (c) real estate for persons with disabilities, (ii) with regard to the European Economic Area, with the exception of the Flemish Region, projects equivalent to the projects referred to in (i), or (iii) real estate located in a Member State of the European Economic Area and used or intended solely or primarily for residential units adapted for residential care or health care, or (iv) other projects which are approved from time to time under the applicable legislation on exemption from inheritance tax, without withdrawal of recognition under that legislation (hereinafter jointly referred to as "Projects").
In the context of the provision of real estate, the Company may, in accordance with regulations applicable to RRECs and within the aforementioned limits, perform all activities related to the establishment,
construction (without prejudice to the prohibition to act as a property developer, within the meaning of the RREC Law, except in the case of occasional transactions), refurbishment, renovation, furnishing and fitting, development, acquisition, disposition, lease, sublease, exchange, contribution, transfer, parcelling, placement under a system of co-ownership or joint ownership of real estate as described above, the provision or acquisition of right of superficie, usufruct, leasehold or other real or personal rights to real estate as described above, the management and operation of real estate. The Company may, in accordance with regulations applicable to regulated real estate companies and within the aforementioned limits:
act as the lessee of real estate, with or without a purchase option;
act as the lessor of real estate, as the main activity or as an additional activity, with or without a purchase option (with the proviso that the leasing of real estate with a purchase option may only be the main activity, as defined in and subject to compliance with the conditions of Article 17(3) of the RREC Decree);
develop activities within the framework of public-private partnerships, whether or not incorporated in an institutional regulated real estate company;
initially hold a share of less than 25% in the capital of a company which performs the activities referred to in sub-paragraph (c) of this Article, in as far as the said participating interest is converted into a participating interest through a share
transfer, in accordance with the provisions of the RREC Law and the decisions and regulations for its implementation, within two years of the end of the construction phase of the public-private partnership (PPP) or after every longer term required in that regard by the public entity with which the contract is concluded;
in a secondary or temporary capacity, invest in securities which are not property securities within the meaning of the regulations applicable to RRECs. These investments will be carried out in accordance with the risk management policy adopted by the Company and will be diversified so that they ensure adequate risk diversification. The Company may also own unallocated cash and cash equivalents. The cash and cash equivalents may be held in any currency in the form of deposits on demand, or term deposits or any monetary instrument, which are readily available for mobilisation;
provide mortgages or other securities, or issue guarantees in the context of the activities of the Company or its group, within the limits of the regulations applicable to RRECs;
grant loans within the limits of the legislation applicable to RRECs, and
carry out transactions concerning authorised hedging instruments (as defined in the regulations applicable to regulated real estate companies), where these operations are part of a policy adopted by the Company to cover financial risks, with the exception of speculative transactions.
The Company shall, in compliance with the regulations applicable to regulated real estate companies, within the above limits, carry out all immovable, movable, financial, commercial and industrial actions which are directly or indirectly related to its objectives or of a basic nature to pursue their realization or to facilitate this, both domestically and abroad.
In compliance with the regulations applicable to regulated real estate companies, and within the above limits, the Company may acquire, by means of contribution in cash or in kind, merger, de-merger or other corporate law restructuring, subscription, participation, financial intervention or otherwise, a share in any existing or future companies or businesses in Belgium or abroad, whose objectives are identical, similar or related to its own, or of a nature as to pursue or promote the objectives of the Company.

The Company was established for an indefinite period and has been operating since the date of its establishment. It can be dissolved by a decision of the General Meeting, deliberating in accordance with the conditions and forms required for an amendment of the Articles of Association.
The financial year commences on the first of January and ends on the thirty-first of December of each year except for the first financial year, which ran from 30.10.1995 to 31.12.1996.
At the end of each financial year, the Board of Directors prepares an inventory and the financial statements. The Directors also prepare a report in which they render account of their policy, i.e., the Annual Report. This report contains a commentary on the financial statements, which includes a fair overview of the state of affairs and the position of the Company. This report also contains the information required by the BCCA, including a Corporate Governance Declaration, which forms a specific part thereof. This Corporate Governance Declaration also contains the Remuneration Report, which forms a specific part thereof.
In view of the Annual General Meeting, the statutory auditor prepares a written and detailed report, i.e., the Audit Report.
As soon as the notice of the Meeting has been published, the shareholders may take note of the financial statements and other documents referred to in the BCCA.
In accordance with Article 32 of the coordinated Articles of Association, the ordinary general meeting is convened on the last Wednesday of May.
In accordance with Article 29 of the Articles of Association, the General Meeting of 25 May 2022 appointed the limited liability company EY Bedrijfsrevisoren, with registered office at 1831 Diegem, De Kleetlaan 2, company number 0446.334.711, RPR Brussels and membership no. B160, as statutory auditor for a period of three years. This company has appointed Mrs Christel Weymeersch, company auditor, as representative authorised to represent the Company and charged with the execution of the mandate in the name and on behalf of EY. The mandate expires after the general meeting of shareholders that must approve the financial statements as at 31 December 2024.
The Board of Directors uses an external consultant for the internal audit function within the meaning of Article 17§3 of the RREC Law. Until 31 January 2023, this mandate was observed by Mazars Advisory. Since 1 February 2023, BDO Advisory bv/srl has assumed this mandate.
Pursuant to the RREC Law and RREC Decree, the Company's real estate must be valued by a recognised, independent real estate expert. This expert must determine the 'fair value' of the buildings, which is included in the financial statements of the Company.
For this purpose, the Company calls upon (i) Stadim bv, with registered office at 2018 Antwerp, Mechelsesteenweg 180, (ii) Cushman & Wakefield nv, with registered office at 1000 Brussels, Kunstlaan 56 and (iii) CBRE Unlimited Company with registered office at Connaught House, Number One Burlington Road, Dublin 4, Ireland. The respective agreements were concluded for a renewable term of 3 years. The current term for Stadim bv expires on 31 December 2025, that for Cushman & Wakefield on 31 March 2023 and that for CBRE on 30 March 2025. The fee of both real estate experts is independent of the fair value of the real estate to be valued.
The following approach is used for the purpose of the appraisal:
A detailed update of the financial flows based on explicit assumptions of future developments of this revenue and the final value. In this case, the discount rate takes into account the financial interest rates in the capital markets, plus a specific risk premium for real estate investments. Interest rate fluctuations and inflation prospects will be taken into account in the evaluation, in a conservative manner.
These evaluations are also assessed in terms of the unit prices quoted on the sale of similar buildings, after which a correction will be applied to take account of any differences between these reference properties and the properties in question.
The development projects (construction, renovation or extension work) are valued by deducting the costs of the project on completion from its estimated value, as determined by applying the above estimates. The costs of the study phase of the construction, renovation or extension works are stated at the acquisition cost.
The Company's shares are admitted to trading on a regulated market, i.e. Euronext Brussels.
Belfius Bank, BNP Paribas Fortis, KBC Bank, CBC Banque, Bank Degroof Petercam, VDK Spaarbank and ABN AMRO Bank.
Below is an overview of the indices in which the Care Property Invest share has been included in the meantime:
| Inclusion indices as at 31 December 2022 | |
|---|---|
| Name index | |
| Euronext Bel Mid index (Euronext Brussels) | |
| Euronext Real Estate (Euronext Brussels) | |
| GPR (Global Property Research) General Europe Index | |
| GPR (Global Property Research) General Europe Quoted Index (excl. open-end bank funds) |
Care Property Invest is monitored by:
| Bank Degroof Petercam Amal Aboulkhouatem |
+32 2 662 86 53 | [email protected] |
|---|---|---|
| KBC Securities Lynn Hautekeete |
+32 2 429 60 32 | [email protected] |
| Vlaamse Federatie van Beleggers Gert De Mesure |
+32 2 253 14 75 | [email protected] |
| Belfius-Kepler Cheuvreux Frédéric Renard |
+32 1 149 14 63 | [email protected] |
| ABN AMRO Steven Boumans |
+31 63 056 91 59 | [email protected] |
| Berenberg Kai Klose |
+44 20 32 07 78 88 | [email protected] |
| Kempen Véronique Meertens |
+31 20 348 84 44 | [email protected] |
In February 2018, the Company appointed Bank Degroof Petercam as liquidity provider. In November 2018, the Company appointed KBC Securities as additional liquidity provider to further improve the liquidity of its share. On 15 November 2022, the contract with Bank Degroof Petercam was terminated.
Taking account of the legal regime of the RREC in general and that for residential RRECs in particular, Care Property Invest shares could form an attractive investment for both private and institutional investors.
Pursuant to Articles 7:153 and 7:155 BCCA, the rights of shareholders may only be changed by an Extraordinary General Meeting. The document containing the information on the rights of shareholders referred to in Articles 7:130 and 7:139 BCCA can be viewed on the website of Care Property Invest. (www.carepropertyinvest.be/en/investments/becomingshareholder/).
The main shareholders of Care Property Invest do not have voting rights other than those arising from their participation in the share capital (within the meaning of point 16.2 of Annex I to the Delegated Regulation (EU) No 2019/980).
See chapter 'I. Risk factors' on page 8 and onwards of this Annual Financial Report 2022.
Further information on the Company and its history can be found in this chapter under item '5. History of the Company and its share capital' on page 268.
The necessary information concerning the Company is made available to the public to ensure the transparency, integrity and proper functioning of the market, as required by the Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments admitted for trading on a regulated market. The required information is
distributed and stored in accordance with this Royal Decree via the Company's website (www.carepropertyinvest.be), as well as in accordance with FSMA Circular/2012_01 dated 11 January 2012, including later changes.
However, the information available on the Company's website does not form part of this URD, unless the information has been incorporated by reference in this URD. In accordance with the aforementioned Royal Decree, the information provided must be true, accurate and sincere and must enable the shareholders and the public to assess the impact of the information on the position, business and results of the Company.
The convocation of the General Meeting is published in the Belgian Official Gazette and in a financial newspaper and will also be announced through the media and on the Company's website (www.carepropertyinvest.be), in accordance with the BCCA. Any interested party can register free of charge on the Company's website in order to receive press releases by e-mail. The decisions on appointments and dismissals of members of the Board of Directors and the statutory auditor are published in the Annexes to the Belgian Official Gazette. The financial statements are filed with the National Bank of Belgium.
The Annual and Half-yearly Financial Reports shall be made available to the registered shareholders and to any other persons on request. These reports, the Company's press releases, annual information, publications concerning the payment of dividends, all information subject to mandatory disclosure, as well as the Company's Articles of Association and the Corporate Governance Charter, are available on the Company's website at www.carepropertyinvest.be during the period of validity of this URD. Certain relevant articles of law, royal decrees and decisions applicable to Care Property Invest are posted on the website purely for information purposes and can be viewed there.
For an overview of the Company's activities, operations and historical financial information, reference is made to the Annual Financial Reports of the Company for the financial years 2020 and 2021, as well as to the Half-yearly financial reports and the publication of the Interim Statements of the Board of Directors, which are incorporated by reference in this URD. The Annual and Half-yearly Financial Reports have been audited by the statutory auditor of the Company. The Interim Statements have not been audited by the statutory auditor. This information can be consulted at the registered office or on the website (www.carepropertyinvest.be) of Care Property Invest.
Where reference is not made to the entire document, but only to certain parts of it, the unabridged parts are not relevant to the investor as far as the current URD is concerned.
| Annual Financial Report 2020 | |
|---|---|
| III. Report of the Board of Directors | page 32 |
| VI. Real estate report | page 136 |
| VII. Financial Statements, including Consolidated Financial Statements, Notes and Abbreviated Statutory Financial Statements |
page 160 |
| VII./3. statutory auditor's report (unqualified opinion) | page 224 |
| Annual Financial Report 2021 | |
| III. Report of the Board of Directors | Page 34 |
| VI. Real estate report | page 132 |
| VII. Financial Statements, including Consolidated Financial Statements, Notes and Abbreviated Statutory Financial Statements |
page 156 |
| VII./3. statutory auditor's report (unqualified opinion) | page 214 |
| Half-yearly Financial Report 2022 | |
| I. Interim report of the Board of Directors | page 10 |
| IV. Real estate report | page 56 |
| V. Condensed financial statements, including Notes | page 74 |
| V./9. statutory auditor's report | page 89 |
| Interim statement from the Board of Directors 3rd quarter 2022 |
See website of the Company, https://www.carepropertyinvest.be.
The coordinated Articles of Association as at 24/01/2023 are included in this chapter in point « 6. Coordinated Articles of Association ».
See website of the Company, https://carepropertyinvest.be/en/investments/becoming-shareholder/
The Company's financial or commercial position has not altered significantly since the end of the previous financial year for which the audited annual financial statements or interim financial statements have been published.
The capital structure is included in chapter 'IV. Care Property Invest on the Stock Market', paragraph '4. Shareholding structure' on page 128. In accordance with Article 38 of the Articles of Association, each share affords the right to cast one vote. The following relevant articles of the Articles of Association were included in full in the coordinated Articles of Association (in paragraph '6. Coordinated Articles of Association' on page 270). The coordinated Articles of Association are also available on
Article 6 of the coordinated Articles of Association as at 24/01/2023 - CAPITAL
Article 7 of the coordinated Articles of Association as at 24/01/2023 - AUTHORISED CAPITAL
Article 8 of the coordinated Articles of Association as at 24/01/2023 - CHANGE IN THE CAPITAL
Article 9 of the coordinated Articles of Association as at 24/01/2023 - NATURE OF THE SHARES
As at 31 December 2022, Care Property Invest held 0 treasury shares which were repurchased to enable the Company to meet its obligations regarding management remuneration.
Notices pursuant to Article 34 of the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments admitted to trading on a regulated market (FSMA/2012_01 dated 11 January 2012).
Care Property Invest provides a summary and, where appropriate, an explanation below of the following elements, in as far as they are of a nature likely to affect any public takeover bid. The Company has no notices to report for the 2022 financial year.
The Company is not aware of any arrangements that could result in a change in control of the Company at a later date.
Reference is made to Article 7 of the coordinated Articles of Association as at 24/01/2023 - AUTHORISED CAPITAL. However, the use of the authorised capital is limited in accordance with Article 7:202 BCCA in the event of notification by the FSMA to the Company of a public takeover bid. However, it cannot be excluded that this provision may have a delaying or preventing effect on a possible takeover bid.
The following relevant articles of the Articles of Association were included in full in the coordinated Articles of Association (in paragraph '6. Coordinated Articles of Association' on page 270 ). The Coordinated Articles of Association are also available on www.carepropertyinvest. be.
Article 13 of the coordinated Articles of Association as at 24/01/2023 - TRANSFER OF SHARES
Article 15 of the coordinated Articles of Association as at 24/01/2023 - NOTIFICATION OF SIGNIFICANT PARTICIPATING INTERESTS
The legislation applying to public limited liability companies and listed companies whose shares are offered to the public for subscription, and public RRECs in particular, must be respected, including in as far as these entail a restriction of transfers of securities.
Not applicable: as at 31 December 2022, there are no special control rights attached to the shares of Care Property Invest.
Not applicable: there are no share schemes.
2.8 Agreements contracted between Care Property Invest and its directors or employees providing for when, in the event of a takeover bid, the directors should resign or are redundant without valid reason or the employees' employment is
Not applicable.
The following relevant articles of the Articles of Association were included in full in the coordinated Articles of Association (in paragraph '6. Coordinated Articles of Association' on page 270 ). The Coordinated Articles of Association are also available on www.carepropertyinvest.

Tilburg (NL) I Maria Margarithakerk
Article 16 of the coordinated Articles of Association as at 24/01/2023 - COMPOSITION OF THE BOARD OF DIRECTORS
Article 17 of the coordinated Articles of Association as at 24/01/2023 - PREMATURE VACANCIES
Article 18 of the coordinated Articles of Association as at 24/01/2023 - CHAIRMANSHIP
Article 25 of the coordinated Articles of Association as at 24/01/2023 - COMMITTEES
Article 27 of the coordinated Articles of Association as at 24/01/2023 - EXECUTIVE COMMITTEE
The legislation applying to public limited liability companies and listed companies whose shares are offered to the public for subscription, and public RRECs in particular, must be respected. In the event of an amendment of the Articles of Association or a decision for which the law imposes a similar majority requirement as for an amendment of the Articles of Association, and where the rights and obligations of a certain class of shareholders are affected, the statutory majority requirements must be complied with separately for each class of shareholders.
The following relevant articles of the Articles of Association were included in full in the coordinated Articles of Association (in paragraph '6. Coordinated Articles of Association' on page 270). The Coordinated Articles of Association are also available on www. carepropertyinvest.be
Further explanation is given in chapter 'III. Report of the Board of Directors', in paragraph '11.9 The powers of the administrative body, in particular with regard to the possibility of issuing or repurchasing shares' on page 108.
The following relevant articles of the Articles of Association were included in full in the coordinated Articles of Association (in paragraph '6. Coordinated Articles of Association' on page 270). The Coordinated Articles of Association are also available on www. carepropertyinvest.be.
No shareholder agreements are known to the Company as at 31 December 2022.
There are no significant agreements to which the Company is party, and which take effect, undergo changes or expire in the event of a change of control over the Company following a public takeover bid, except the management agreements contracted with the CEO, CFO and COO in relation to their mandate as effective leaders and a number of credits entered into by the Company with credit institutions.
Contractual provisions in the management contracts concerning resignation and severance pay are explained in Chapter III. Report of the Board of Directors, '11.11 Remuneration report 2022' on 110
There are no other agreements contracted between the Company and its directors or employees providing for benefits if, in the event of a takeover bid, the directors resign or are made redundant without valid reason or the employees' employment is terminated. The Belgian labour laws must be respected when workers resign or are dismissed.
The loans taken out by the Company, which contain provisions that are subject to a change of control over the Company, have been approved and disclosed by the General Meeting in accordance with article 7:151 BCCA.
The Managing (executive) Directors are responsible for the information provided in this URD, namely: Messrs Peter Van Heukelom, Willy Pintens, Dirk Van den Broeck, Filip Van Zeebroeck and Ms Valérie Jonkers.
The responsible persons mentioned in point 1.1 above declare that, having taken all reasonable care to ensure that such is the case, and to the best of their knowledge, the information given in the URD is in accordance with the facts and contains no omission likely to affect its import.
Care Property Invest declares that the information provided by the experts and the recognised statutory auditor has been faithfully reproduced and is included with their permission. As far as Care Property Invest is aware and has been able to ascertain from information published by the third party concerned, no facts have been omitted that result in any error or misstatement in the information presented.
This relates in particular to the information provided by the Company's statutory auditor, EY Bedrijfsrevisoren (De Kleetlaan 2, 1831 Diegem), the statement '1. Status of the property market in which the Company operates' on page 146 under chapter 'VI. Real estate report' and the '4. Report of the real estate expert' on page 168, also included in chapter 'VI. Real Estate Report' drawn up by and included in this annual financial report with the approval of the recognised real estate experts Stadim bv (Mechelsesteenweg 180, 2018 Antwerp), Cushman & Wakefield nv (Kunstlaan 56, 1000 Brussel) and CBRE (Connaught House, Number One Burlington Road, Dublin 4, Ireland) and in this Annual Financial Report under chapter 'VI. Real estate report' and paragraph '4. Report of the real estate expert' on page 168, also in chapter 'VI. Real estate report'. The Company is not aware of any possible interests that the experts might have in Care Property Invest.
Hereby, the responsible persons mentioned under point 3.1 above declare that, to the best of their knowledge, the annual financial statements which were prepared in accordance with the applicable accounting standards for financial statements, present a true and fair view of the assets, the financial position and the results of the Company and that this yearly report includes a fair review of the development, performance and position of the Company and the undertakings included in the consolidation, as well as a description of the principal risks and uncertainties facing the Company and the undertakings included in the consolidation.
This Annual Financial Report contains statements relating to the future. Such statements are based on estimates and forecasts of the Company and naturally contain unknown risks, uncertain elements and other factors that could lead to material differences in the results, the financial position, the performance and the presentations from those expressed or implied in these forward-looking statements. Given these uncertainties, the statements relating to the future do not entail any guarantees whatsoever.
proceedings

The Care Property Invest Board of Directors declares that no government intervention, litigation or arbitration proceedings are pending that could have a relevant impact on the financial position or profitability of Care Property Invest and that, to the best of its knowledge, there are no facts or circumstances that could give rise to such government intervention, litigation or arbitration proceedings.

Vorst (BE) I Les Saules
| Date | Nature of the operation | Amount of the share capital (in €) |
Number of shares (without nominal value) |
|---|---|---|---|
| 30 October 1995 | Initial capital through cash contributions on incorporation from ASLK Bank, BACOB Bank, Gemeentekrediet, Kredietbank, Petercam and GIMV, (share capital on incorporation through contributions in cash) |
1,249,383 | 210 |
| 1,249,383 | 210 | ||
| 7 February 1996 | Capital increase through contribution in cash | 59,494,446 | 10,000 |
| 60,743,829 | 10,210 | ||
| 7 February 1996 | IPO on Euronext Brussels | ||
| 16 May 2001 | Reserve incorporation in the capital | 566 | 10,210 |
| 60,744,395 | 10,210 | ||
| 19 February 2004 Conversion of 60 special shares in the name of GIMV into ordinary shares |
|||
| 2012 | Investment program 2,000 service flats completed. | ||
| 2014 | Serviceflats Invest becomes Care Property Invest and builds its future. Since 25 November 2014, Care Property Invest has the status of a public Regulated Real Estate Company (public RREC) under Belgian law 9 |
||
| 24 March 2014 | Division of the number of shares by 1,000 | 10,210,000 | |
| 60,744,395 | 10,210,000 | ||
| 20 June 2014 | Capital increase through contribution in kind in relation to stock dividend |
889,004 | 149,425 |
| 61,633,399 | 10,359,425 | ||
| 22 June 2015 | Capital increase in cash with irrevocable allocation right | 16,809,093 | 2,825,295 |
| 78,442,492 | 13,184,720 | ||
| 2016 | Inclusion of Care Property Invest's share as BEL Mid Cap in the BEL Mid-Index. |
||
| 2016 | Member of EPRA organisation and inclusion of EPRA performance indicators in its financial reports. |
||
| 15 March 2017 | Capital increase through contribution in kind | 10,971,830 | 1,844,160 |
| 89,414,322 | 15,028,880 | ||
| 2017 | The first projects in the Walloon and Brussels Capital Regions have been acquired. |
||
| 27 October 2017 | Capital increase in cash with irrevocable allocation right | 25,546,945 | 4,293,965 |
| 114,961,266 | 19,322,845 | ||
| 2018 | Entry onto the Dutch market. |
| Date | Nature of the operation | Amount of the share capital (in €) |
Number of shares (without nominal value) |
|---|---|---|---|
| 27 June 2018 | Deletion of the special shares and conversion to ordinary shares. | 114,961,266 | 19,322,845 |
| 114,961,266 | 19,322,845 | ||
| 2019 | Inclusion of Care Property Invest share in Euronext Next 150 index. |
||
| 3 April 2019 | Capital increase through contribution in kind | 4,545,602 | 746,301 |
| 119,506,869 | 20,086,876 | ||
| 26 June 2019 | Capital increase by contribution in kind within the framework of optional dividend |
1,831,673 | 307,870 |
| 121,338,541 | 20,394,746 | ||
| 2020 | Entry onto the Spanish market | ||
| 15 January 2020 | Capital increase through contribution in kind | 7,439,112 | 1,250,376 |
| 128,777,653 | 21,645,122 | ||
| 19 June 2020 | Capital increase through contribution in kind in relation to stock dividend. |
1,624,755 | 273,091 |
| 130,402,408 | 21,918,213 | ||
| 25 June 2020 | Capital increase in cash (accelerated book building with orderbook composition) |
13,040,239 | 2,191,821 |
| 143,442,647 | 24,110,034 | ||
| 20 January 2021 | Capital increase through contribution in kind | 10,091,030 | 1,696,114 |
| 153,533,677 | 25,806,148 | ||
| 17 November 2021 Capital increase through contribution in kind | 6,692,997 | 1,124,968 | |
| 160,226,675 | 26,931,116 | ||
| 2022 | Entry onto the Irish market | ||
| 20 June 2022 | Capital increase through contribution in kind in relation to an optional dividend |
1,022,088 | 171,794 |
| 161,248,673 | 27,102,910 | ||
| 7 July 2022 | Capital increase through contribution in kind | 3,800,035 | 638,715 |
| 165,048,798 | 27,741,625 | ||
| 2023 | |||
| 24 January 2023 | Capital increase in cash with Irreducible Allocation Rights | 55,016,264 | 9,247,208 |
| 220,065,062 | 36,988,833 |
The company was incorporated by deed executed before the notary public Jan Boeykens on 30 October 1995, published in the Annexes to the Belgian Official Gazette of 21 November thereafter under number 19951121/176.
The articles of association were amended by deeds executed before the aforementioned notary public Jan Boeykens on:
30 October 1995, published in the Annexes to the Belgian Official Gazette of 24 November thereafter under number 19951124/208.
7 February 1996, published in the Annexes to the Belgian Official Gazette of 19 March thereafter under number 19960319/128.
9 June 1999, published in the Annexes to the Belgian Official Gazette of 16 July thereafter under number 19990716/228.
The capital was adjusted and converted into Euros by a resolution of the General Meeting dated 16 May 2001, published in the Annexes to the Belgian Offi cial Gazette of 17 August thereafter under number 20010817/309.
The articles of association were subsequently amended by deeds executed before the aforementio ned notary public on:
-
28 January 2004, published in the Annexes to the Belgian Official Gazette of 16 February thereafter under number 20040216/0025164.
7 November 2007, published in the Annexes to the Belgian Official Gazette of 7 December thereafter under number 20071207/0176419.
27 June 2012, published in the Annexes to the Belgian Official Gazette of 17 July thereafter under number 20120717/0125724.
26 June 2013, published in the Annexes to the Belgian Official Gazette of 19 July thereafter under number 20130719/0112410.
19 March 2014, published in the Annexes to the Belgian Official Gazette of 16 April thereafter under number 20140416/0082192
The articles of association were subsequently amended by deed executed before notary public Alvin Wittens in Wijnegem on: 20 June 2014, published in the Annexes to the Belgian Official Gazette of 15 July thereafter under number 20140715/0136439.
25 November 2014, published in the Annexes to the Belgian Official Gazette of 16 December thereafter under number 20141216/ 0233120.
22 June 2015, published in the Annexes to the Belgian Official Gazette of 17 July thereafter under number 20150717/0103638.
22 June 2016, published in the Annexes to the Belgian Official Gazette of 14 July thereafter under number 20160714/0098793.
15 March 2017, published in the Annexes to the Belgian Official Gazette of 11 April thereafter under number 20170411/0051595.
27 October 2017, published in the Annexes to the Belgian Official Gazette of 27 November thereafter under number 20171127/0165423.
16 May 2018, published in the Annexes to the Belgian Official Gazette of 12 June thereafter, under number 20180612/0090633.
3 April 2019, published in the Annexes to the Belgian Official Gazette of 30 April thereafter, under number 20190430/0059222.
26 June 2019, published in the Annexes to the Belgian Official Gazette of 12 July thereafter, under number 20190712/0094013.
18 December 2019, published in the Annexes to the Belgian Official Gazette of 24 January thereafter, under number 20200124/001490.
15 January 2020, published in the Annexes to the Belgian Official Gazette of 12 February thereafter, under number 20200212/20024540.
15 June 2020, published in the Annexes to the Belgian Official Gazette of 9 September thereafter, under number 20200909/0104355.
19 June 2020, published in the Annexes to the Belgian Official Gazette of 9 September thereafter, under number 20200909/0104355.
23 June 2020, published in the Annexes to the Belgian Official Gazette of 22 July 2020 thereafter, under number 20200722/0083098.
25 June 2020, published in the Annexes to the Bel gian Official Gazette on 18 February 2021 thereafter, under number 20200805/0090304.
20 January 2021, published in the Annexes to the Belgian Official Gazette of 22 July 2020 thereafter, under number 20210218/0022138.17 November 2021, published in the Annexes to the Belgian Official Ga zette of 21 December 2021 thereafter, under number 20211221/0148585.
20 June 2022, published in the Annexes to the Belgian Official Gazette of 28 July 2022 thereafter, under number 20230206/0017983.
7 July 2022, published in the Annexes to the Belgian Official Gazette of 23 December 2022 thereafter, under number 20221223/0151634.
24 January 2023, to be published in the Belgian Official Gazette.
Where these articles of association refer to 'the regulations applicable to the regulated real estate company' this shall mean 'the regulations applicable to the regulated real estate company at any time'.
liability company (société anonyme/naamloze vennootschap). It is subject to the statutory regime for public regu lated real estate companies, which is called "public
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RREC" or "PRREC". It bears the name "CARE PROPER TY INVEST", abbreviated as "CP Invest". The company's name and all of the documents that it produces (including all deeds and invoices) contain the words "Openbare gereglementeerde
vastgoedvennootschap naar Belgisch recht ("Public regulated real estate company under Belgian law") or "OGVV naar Belgisch recht" ("PRREC under Belgian law") or are immediately followed by these words.
The company's name must always be preceded or followed by the words "naamloze vennootschap" ("public limited liability company"/"société anony me") or the abbreviation "NV"/"SA". The company is subject to regulations applicable to regulated real estate companies at any time and
in particular to the provisions of the Act of 12 May 2014 concerning regulated real estate companies (the "RREC Act") and the Royal Decree of 13 July 2014 with respect to regulated real estate companies (the "RREC Decree") as amended from time to time.
The company is also subject to the Decree of the Flemish government of 3 May 1995 governing the exemption from inheritance rights attached to the corporate rights in companies established within the framework of the realisation and/or financing of investment programs of service flats, as amended from time to time and with effect from 1 January 2015 inserted in Article 2.7.6.0.1. of the Decree of 13 December 2013 containing the Flemish Tax Code (the " Flemish Tax Code of 13 December 2013").
The registered office of the company is located in the Flemish Region.
It may be transferred to any other place in Belgium by decision of the Board of Directors, subject to compliance with language legislation. The company may, by decision of the Board of Directors, establish administrative seats, offices, branches, agencies and establishments at any other place in Belgium or abroad.
For the application of Article 2:31 of the Code of Companies and Associations, the company's web site is www.carepropertyinvest.be. The company's e-mail address is [email protected].
The company's sole object is,
(a) making real estate available to users directly or via a company in which it has a shareholding, in compliance with the provisions of the RREC Act and decrees and regulations issued for the implementa tion of the RREC Act;
(b) property ownership within the limits of the RREC Act, as referred to in Article 2, 5°, vi to xi of the RREC Act;
(c) concluding or joining one or more of the follo wing long-term contracts with a public client, direct ly or via a company in which it has a shareholding in compliance with the provisions of the RREC Act and the decrees and regulations issued for its implementation, possibly in collaboration with third
parties: sectors;
(i) Design, Build, Finance (DBF) contracts, except where these can be qualified solely as a promotional order for works, within the meaning of Article 115, 4° of the Royal Decree of 15 July 2011 on the award of public procurement contracts in the classical
(ii) Design, Build, (Finance) and Maintain (DB(F)M)
contracts;
(iii) Design, Build, Finance, (Maintain) and Operate
(DBF(M)O) contracts;
(iv) contracts for concessions for public work rela ting to buildings and/or other infrastructure of an immovable nature and services relating to this, on
the basis of which:
(i) it guarantees the provision, maintenance and/ or operation for a public entity and/or citizens as end-users, in order to meet a social need and/or to facilitate the provision of a public service; and
(ii) for which it is able to bear the associated finan cing, availability, demand and/or operating risks, partially or in full, in addition to any construction risk, without necessarily holding rights in rem in that regard.
(d) developing, providing for the development, esta blishing, providing for the establishment, managing, providing for the management, operating, providing for the operation of or making available one or more of the following in the long term, directly or via a company in which it has a shareholding in compliance with the provisions of the RREC Act and the decisions and regulations imposed for its implementation, possibly in collaboration with third
parties:
(i) utilities and storage locations for transportati on, distribution or storage of electricity, gas, fossil or non-fossil fuels and energy in general and the
related goods;
(ii) utilities for transportation, distribution, storage or treatment of water and the related goods;
(iii) installations for the generation, storage and transportation of energy, green or otherwise, and the
related goods; or
(iv) waste and incineration installations and related goods. The activity, as described in the preceding paragraphs, must relate to the financing and reali -
sation of
(i) with regard to the Flemish Region, only projects primarily concerning (a) the realisation of service flats as referred to in Article 88, §5, of the Residential Care Decree of 13 March 2009 (as amended from time to time) or (b) real estate for facilities in relation to the Residential Care Decree of 13 March 2009, or (c) real estate for persons with disabilities,
(ii) with regard to the European Economic Area, with the exception of the Flemish Region, projects equivalent to the projects referred to in (i), or (iii) real estate located in a Member State of the European Economic Area and used or intended solely or primarily for residential units adapted for residen tial care or health care, or (iv) other projects which are approved from time to time under the applicable legislation on exemption from inheritance tax, without withdrawal of recognition under that legis lation (hereinafter jointly referred to as "Projects").
In the context of the provision of real estate, the company may, in accordance with regulations applicable to RRECs and within the aforementioned limits, perform all activities related to the esta blishment, construction (without prejudice to the prohibition to act as a property developer, within the meaning of the RREC Act, except in the case of occasional transactions), refurbishment, renovation, furnishing and fitting, development, acquisition, disposition, lease, sublease, exchange, contribution, transfer, parcelling, placement under a system of co-ownership or joint ownership of real estate as described above, the provision or acquisition of right of superficie, usufruct, leasehold or other real or personal rights to real estate as described above, the management and operation of real estate. The com pany may, in accordance with regulations applicable to regulated real estate companies and within the aforementioned limits:
act as the lessee of real estate, with or without a purchase option;
act as the lessor of real estate, as the main activity or as an additional activity, with or without a pur chase option (with the proviso that the leasing of real estate with a purchase option may only be the main activity, as defined in and subject to compli ance with the conditions of Article 17(3) of the RREC Royal Decree);
develop activities within the framework of pu blic-private partnerships, whether or not incor porated in an institutional regulated real estate company;
initially hold a share of less than 25% in the capital of a company which performs the activities referred to in sub-paragraph (c) of this Article, in as far as the said participating interest is converted into a participating interest through a share transfer, in accordance with the provisions of the RREC Act and the decisions and regulations for its implementati on, within two years of the end of the construction phase of the public-private partnership (PPP) or after every longer term required in that regard by the public entity with which the contract is concluded;
in a secondary or temporary capacity, invest in securities which are not property securities within the meaning of the regulations applicable to RRECS. These investments will be carried out in accordance with the risk management policy adopted by the company and will be diversified so that they ensure adequate risk diversification. The company may also own unallocated cash and cash equivalents. The cash and cash equivalents may be held in any currency in the form of deposits on demand, or term deposits or any monetary instrument, which are readily available for mobilisation;
provide mortgages or other securities, or issue guarantees in the context of the activities of the company or its group, within the limits of the regu lations applicable to RRECs;
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grant loans within the limits of the legislation applicable to RRECs, and
carry out transactions concerning authorised hedging instruments (as defined in the regulations applicable to regulated real estate companies), where these operations are part of a policy adopted by the company to cover financial risks, with the exception of speculative transactions. The company shall, in compliance with the regula tions applicable to regulated real estate companies, within the above limits, carry out all immovable, mo vable, financial, commercial and industrial actions which are directly or indirectly related to its objecti ves or of a basic nature to pursue their realization or to facilitate this, both domestically and abroad.
In compliance with the regulations applicable to regulated real estate companies, and within the above limits, the company may acquire, by means of contribution in cash or in kind, merger, de-merger or other corporate law restructuring, subscription, participation, financial intervention or otherwise, a share in any existing or future companies or businesses in Belgium or abroad, whose objectives are identical, similar or related to its own, or of a nature as to pursue or promote the objectives of the company.
The company may not act as a real estate promoter within the meaning of the legislation applicable to regulated real estate companies, unless these are occasional activities.
The company is established for an indefinite period and commenced operations on the date of its formation.
It can be dissolved by a decision of the General Meeting, deliberating in accordance with the condi tions and forms required for an amendment of the articles of association.
The capital amounts to two hundred and twenty million sixty-five thousand sixty-two euros five eurocents (€220,065,062.05).
The capital is represented by thirty-six million nine hundred and eighty-eight thousand eight hundred and thirty-three (36,988,833) shares without par value.
All shares must be fully paid up from the subscrip tion date.
The Board of Directors is authorised, on dates and at conditions at its discretion, in one or more tranches, to increase the share capital by a maximum amount of one hundred and fourteen million, nine hundred and sixty-one thousand two hundred and sixty-six euros and thirty-six eurocents (€114,961,266.36).
This authorisation is valid for a period of five years from the announcement of the decision of the EGM of 16 May 2018 in the Annexes to the Belgian Official Gazette. It is renewable.
This/these capital increase(s) may be carried out in any manner permitted under the applicable regulations, including by contributions in cash, by contributions in kind or as a mixed contribution, or by the conversion of reserves, including retained earnings and share premiums as well as all private assets under the statutory IFRS financi al statements of the company (prepared under the regulations applicable to regulated real estate companies) that are amenable to conversion into capital, and with or without the creation of new se curities, in accordance with the rules prescribed by the Belgian Code for Companies and Associations, the regulations applicable to regulated real estate companies and to these articles of association. The Board of Directors may issue new shares with the same rights as the existing shares for that purpose.
As the case may be, the share premiums, less any deduction of an amount no more than that equal to the costs of the capital increase within the meaning of the applicable IFRS rules, in the event of a capital increase decided by the Board of Directors, must be placed by the Board of Directors in a blocked reserve account that shall constitute the surety for third parties on the same basis as the capital and which in no case may be reduced or eliminated other than by a decision of the General Meeting deciding as for an amendment of the articles of association, except for the conversion into capital as provided above. Under the conditions and within the limits provided in this article, the Board of Directors may also issue subscription rights (whether or not attached to another security) and convertible bonds or bonds redeemable in shares, which may give rise to the creation of the same securities as referred to in the fourth paragraph, and always in compliance with the applicable regulations and these articles of association.
Without prejudice to the application of the man datory provisions contained in the applicable regulations, the Board of Directors may restrict or cancel the preferential right in the cases and subject to compliance with the conditions stipulated in the applicable regulations, even if this is done in favour of one or more specific persons other than employ ees of the company or its subsidiaries.
If applicable, the irrevocable allocation right must at least comply with the modalities shown in the applicable regulations on regulated real estate companies and article 8.1 of these articles of asso ciation. Without prejudice to the application of the mandatory provisions contained in the applicable regulations, the aforementioned restrictions in con nection with the cancellation or restriction of the preferential right are not applicable in the case of a cash contribution with restriction or cancellation of the preferential right, which is made to supplement a contribution in kind for the purpose of distributing an optional dividend, provided this is made payable to all shareholders.
Upon the issue of securities for contributions in kind, the conditions set out in the applicable regulations on regulated real estate companies and
article 8.2 of the articles of association must be complied with (including the ability to deduct an amount equal to the portion of the undistributed gross dividend). However, the special rules set out under article 8.2 regarding the capital increase in kind shall not apply to the contribution of the right to dividend for the purposes of the payment of an optional dividend, provided this is made payable to all shareholders.
Notwithstanding the option of using the authorised capital by means of a resolution of the Board of Directors, and with due regard to the legislation ap plicable to regulated real estate companies, a capital increase or capital reduction may only be decided by an extraordinary General Meeting in the presence of a notary public and in accordance with the Belgian Code for Companies and Associations and the RREC legislation.
The company is prohibited from directly or indirect ly subscribing to its own capital increase. On the occasion of each capital increase, the Board of Directors shall determine the price, the issue premium, if any, and the terms and conditions of the issue of new shares, unless the General Meeting decides otherwise itself.
If the General Meeting decides to request an issue premium, this must be placed in a non-available reserve account that shall constitute the guarantee of third parties in the same way as the capital and which may not be reduced or eliminated in any case other than by a decision of the General Meeting deciding as for an amendment of the articles of association, except for the conversion into capital as provided above.
In the event of a reduction in the issued capital, shareholders must be treated equally in equivalent circumstances, and the other rules contained in the mandatory provisions of the applicable regulations
must be complied with.
In the case of a capital increase by contribution in cash and without prejudice to the application of the mandatory provisions contained in the applicable regulations, the preferential right may be restricted or cancelled in the cases and subject to compliance with the conditions stipulated in the applicable regulations.
If applicable, the irrevocable allocation right must at least meet the following conditions:
it must relate to all newly issued securities;
it must be granted to the shareholders pro rata to the portion of the capital that is represented by their shares at the time of the transaction;
a maximum price for each share must be an nounced no later than the eve of the opening of the public subscription period; and
the public subscription period must in such case be at least three trading days.
However, according to the RREC legislation, this should in any event not be granted in the case of a capital increase by contribution in cash carried out under the following conditions:
the capital increase shall take place using the authorised capital;
the cumulative amount of capital increases carried out in accordance with this paragraph over a period of twelve (12) months shall not exceed 10% of the amount of the capital at the time of the decision to increase the capital.
Without prejudice to the application of the manda tory provisions contained in the applicable regulati ons, the aforementioned restrictions in connection with the capital increase in cash shall also not apply in the case of a cash contribution with restriction or cancellation of the preferential right, which is made to supplement a contribution in kind for the purpose of distributing an optional dividend, provided this is made payable to all shareholders.
The following conditions must be fulfilled upon the issue of securities against contribution in kind, without prejudice to articles 7:196 and 7:197 of the Belgian Code for Companies and Associations:
the identity of the contributor must be stated in the report of the Board of Directors referred to in article 7:197 of the Belgian Code for Companies and Associations and, where appropriate, in the notice convening the General Meeting for the purpose of the capital increase;
the issue price shall not be less than the lower of (a) a net value per share, which dates back more than four months before the date of the contribution agreement or, at the option of the company, prior to the date of the deed of capital increase, and (b) the average closing price of the thirty calendar days prior to that date;
unless the issue price or, in the case referred to in article 8.3, the exchange ratio, and the relevant conditions are determined no later than the working day following the conclusion of the contribution agreement and communicated to the public, spe cifying the period within which the capital increase will be effectively implemented, the deed of capital increase will be executed within a maximum period of four months; and
the report envisaged in point 1 above must also explain the impact of the proposed contribution on the situation of former shareholders, in particular as regards their share in the profits, the net value per share and in the capital, as well as the impact in terms of voting rights.
For the purposes of point 2 above, it is permitted to deduct from the amount referred to in paragraph (b) of point 2, an amount equal to the portion of the un distributed gross dividend to which the new shares would eventually not give any rights. In such case, the Board of Directors shall specifically account for the deducted dividend amount in its special report and explain the financial conditions of the transacti on in its annual financial report.
The special rules set out under this article 8.2 re garding the capital increase in kind shall not apply to the contribution of the right to dividend for the purposes of the payment of an optional dividend, provided this is made payable to all shareholders.
The special rules concerning the capital increase in kind as set out under article 8.2, shall apply mutatis mutandis to mergers, demergers and similar transactions as referred to in the Belgian Code for Companies and Associations.
In such case, the "date of the contribution agree ment" refers to the date on which the merger or demerger proposal is deposited.
The shares are without nominal value. The shares may be registered or dematerialised, at the option of the shareholder and in accordance with the restrictions imposed by law.
Shareholders may at any time and free of charge re quest in writing the conversion of registered shares into dematerialised shares or vice versa.
Dematerialised securities are represented by an en try in an account with an approved account holder or a settlement institution, in the name of the owner or holder, and shall be transferred by transfer from account to account. The number of dematerialised shares in circulation at any time will be registered in the register of registered shares in the name of the settlement institution.
A register is maintained for registered shares at the registered office of the company. This register of the registered shares may be kept in electronic form. Each holder of securities may inspect the register with respect to his or her securities.
The company may, with the exception of profit-sha ring certificates and similar securities and provided it is in compliance with the regulations applicable to regulated real estate companies, issue any securities that are not prohibited by or by virtue of the law, in accordance with the rules as prescribed therein and the legislation applicable to regulated real estate companies and the articles of association. These securities are registered or dematerialised.
The shares are indivisible with respect to the company. If a share belongs to several people or the rights attached to a share are divided among several people, the Board of Directors may suspend the exer cise of the rights attached thereto until one person has been designated as a shareholder vis-à-vis the company.
If a share is encumbered with usufruct, then the voting rights connected to that share shall be exerci sed by the usufructuary, unless otherwise agreed with the bare owner.
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ARTICLE 13 - TRANSFER OF SHARES The shares are freely transferable.
The company may buy back its own shares or ac cept them in pledge, in compliance with the conditi ons provided for in the Belgian Code for Companies and Associations.
Pursuant to the decision of the extraordinary Gene ral Meeting of 15 June 2020, the Board of Directors is authorised to acquire its own shares, or to take them into pledge, with a maximum of ten percent (10%) of the total number of shares issued, for a unit price that may not be less than ninety per cent (90%) of the average price of shares listed on the regulated market of Euronext Brussels in the past thirty (30) days, nor higher than one hundred and ten per cent
(110%) of the average price of shares listed on the regulated market of Euronext Brussels in the past thirty (30) days, or a maximum increase or fall of ten per cent (10%) in relation to the aforementioned
average price.
This authorisation is granted for a renewable period of five (5) years from the date of the publication in the Annexes to the Belgian Official Gazette of the decision of the extraordinary General Meeting of 15
June 2020.
The company may dispose of its own shares on the stock exchange or privately, subject to the conditi ons set by the Board of Directors, without the prior consent of the General Meeting, provided that the applicable market regulations are respected.
The Board of Directors is permitted to dispose of its own listed shares, in accordance with article 7:218, §1, paragraph 1, 2° of the Belgian Code for Companies and Associations.
The above authorisation also applies for the acqui sition and disposal of shares in the company held by one or more direct subsidiaries of the company, within the meaning of the legal provisions concern ing the acquisition of shares of the parent company by its subsidiaries.
In accordance with the conditions, terms and provisions stipulated in articles 6 to 13 of the Act of the second of May two thousand and seven and the Royal decree of the fourteenth of February two thousand and eight concerning the disclosure of major shareholdings, as amended from time to time (the "Transparency Law"), any natural or legal person must inform the company and the Financial Services and Markets Authority (FSMA) of the number and the percentage of voting rights that he or she holds directly or indirectly, whenever the number of voting rights reaches, exceeds or falls below 5%, 10%, 15%, 20%, etc., in each case in blocks of 5 percent, of the total of the existing voting rights, under the conditions stipulated by the Transparency Act. Pursuant to article 18 of the Act of the second of May two thousand and seven, this requirement also applies when the voting rights attached to the securities with voting rights that are held directly or indirectly reach, exceed or fall below the threshold of three percent (3%) of the total existing voting
rights.
DIRECTORS The Board of Directors has a variable number of members. The minimum number of directors is five. The directors do not need to be shareholders. The Board of Directors shall be composed of at least three independent members within the meaning of article 7:87, §1 of the Belgian Code for Companies and Associations. The directors are exclusively natural persons; they must meet the requirements of reliability and expertise as laid down in the RREC legislation and may not fall within the scope of the prohibitions laid down in the RREC legislation. The duration of the mandate of a director shall not exceed four years. Outgoing directors are eligible for re-appointment.
The members of the Board of Directors are appointed by the General Meeting, which also determines their remuneration. Their remuneration, if any, may not be determined in relation to the operations and transactions carried out by the company.
Unless the appointment decision of the General Meeting provides otherwise, the mandate of out going and non-elected directors shall end immedi ately after the first General Meeting following after the expiry of the term of the respective mandate, which has provided for new appointments in so far as this is necessary in the light of the legal and statutory number of directors.
If a director's mandate becomes vacant for any reas on, a new director shall be elected notwithstanding the provisions of article 17.
The effective management of the company must be entrusted to at least two persons who, like the mem bers of the managing body, must have the necessary professional reliability and appropriate expertise as required for the performance of their mandate and must comply with the regulations applicable to regulated real estate companies.
The appointment of directors and effective manage ment is submitted to the FSMA for approval.
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If any managing director's mandate becomes vacant for any reason whatsoever, the remaining managing directors shall convene a board meeting to provide for temporary replacements for such vacancies until the next General Meeting, which will make provision for the final appointment. On this occasion the directors must ensure that sufficient independent directors remain in relation to the above article 16 and the applicable regulations.
The directors must possess the professional relia bility and appropriate expertise required for the performance of their mandate. Every appointment of a director by the General Meeting pursuant to the above terminates the man -
date of the director that he or she replaces.
The Board of Directors shall elect a chairman among its directors. The chairman chairs the Board of Directors.
The Board of Directors shall be convened by the chairman or by two directors whenever the interests of the company so require.
The convening notices state the place, date, time and agenda of the meeting and are sent at least two full days before the meeting by letter, e-mail or by any other written means.
If the chairman is unable to attend, the Board of Directors is chaired by the most senior non-execu tive director.
Each director who attends a meeting of the Board of Directors or is represented at such meeting is con sidered to be regularly convoked.
The Board of Directors can only validly deliberate and decide if at least a majority of the directors are present or represented.
If this quorum is not reached, a new Board of Direc tors may be convened with the same agenda, which will validly deliberate and decide if at least two directors are present or represented.
With respect to items not included on the agenda, it may only deliberate with the consent of the entire Board of Directors and provided that all directors are present or represented.
Convening notices shall be sent by electronic mail or, in the absence of an e-mail address communi cated to the company, by ordinary letter or by any other means of communication, in accordance with the applicable legal provisions.
Any director may grant a proxy by letter, e-mail or any other written form to another member of the Board of Directors to represent him or her at a meeting of the Board of Directors and to validly vote in his or her place.
The Board of Directors may meet by conference call, video conference or similar communications equip ment, by means of which all persons participating in the meeting can hear each other.
Any director may also provide his or her advice to the chairman by letter, e-mail or other written form. A decision may be adopted by unanimous written consent of all directors.
If a director has a direct or indirect interest of a financial nature that conflicts with a decision or transaction that falls within the competence of the Board of Directors, he or she must act in accordance with article 7:96 of the Belgian Code for Companies and Associations. The members of the Board of Directors shall also comply with articles 37 and 38 of the RREC Act.
Subject to the provisions hereafter, decisions of the Board of Directors are adopted by a majority of votes cast.
Blank or invalid votes shall not be counted as votes cast. In the event of a tie of votes within the Board of Directors, the director chairing the meeting will cast the deciding vote.
The deliberation of the Board of Directors shall be re corded in minutes signed by the members present. These minutes shall be included in a special register kept at the registered office of the company. The proxies shall be attached to the minutes. The copies or extracts, required to be presented by law or otherwise, shall be signed by two directors or by a person charged with the daily management. This authority may be delegated to a proxyholder.
The Board of Directors has the broadest powers to perform all acts that are necessary or useful for the realisation of the object of the company. It is authorised to perform all acts that are not expressly reserved for the General Meeting by law or by the articles of association. The Board of Directors draws up the half-yearly reports as well as the annual report. The Board of Directors appoints one or more inde pendent valuation expert(s) in accordance with the RREC legislation and, if necessary, proposes any modification to the list of experts included in the dossier attached to the application for recognition as RREC.
The Board of Directors may mandate a proxyholder for special and specific matters, even if he or she is not a shareholder or director, within the limits set by the applicable legal provisions.
The proxyholders legally bind the company within the limits of the powers granted, without prejudice to the responsibility of the Board of Directors in the event of excessive power.
The mandate of directors is remunerated. The General Meeting determines the remuneration of the directors. The members of the Board of Directors are entitled to a refund of the costs directly related to their
mandate.
ARTICLE 25 – COMMITTEES 25.1 Advisory committees
The Board of Directors sets up an audit committee and a remuneration committee in accordance with article 7:99 and article 7:100 of the Belgian Code for Companies and Associations.
Without prejudice to article 25.1, the Board of Directors may establish one or more other advisory committees from its members and under its respon sibility, in accordance with article 7:98 of the Belgian Code for Companies and Associations. The Board of Directors determines the composition, mandate and powers of these committees, in comp liance with the applicable regulations.
The company is legally represented in all its acti ons, including those to which a public official or a ministerial officer cooperates, as well as in legal proceedings, either by two directors acting jointly or, within the limits of day-to-day management, by two members of the executive committee acting jointly. The company is also validly represented by special proxyholders within the limits of the mandate entrusted to them for this purpose by the competent body.
The Board of Directors entrusts the daily manage ment as well as the representation concerning the daily management of the company to an executive committee consisting of at least three members. A director who is also a member of the executive com mittee shall be referred to as a "managing director".
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The audit of the financial situation, the financial statements and the regularity of the company's operations in terms of the Belgian Code for Compa nies and Associations, the RREC legislation and the articles of association, shall be entrusted to one or more statutory auditors appointed from the auditors or firms of auditors approved by the FSMA. The General Meeting shall determine the number of
statutory auditors and their remuneration by simple majority.
The statutory auditors are appointed for a renewable term of three years. Under penalty of damages, they may be dismissed by the General Meeting only for legitimate reasons during their mandate, subject to compliance with the procedure described in article 3:67 of the Belgian Code for Companies and Associations.
The statutory auditors have an unrestricted right of audit over all operations of the company, either jointly or separately. They may inspect the books, correspondence, minutes and in general all docu ments of the company on site.
Every six months, the Board of Directors shall hand them a statement summarizing the assets and liabilities of the company.
The statutory auditors may be assisted by employ ees or other persons for whom they are responsi ble in the exercise of their mandate, at their own
expense.
The regularly constituted General Meeting repre sents the totality of the shareholders. The resoluti ons of the General Meeting are binding on all share holders, even on those absent from the meeting or those who voted against them.
MEETING
The General Meeting shall be held on the last Wed nesday of the month of May at 11 a.m.
An extraordinary General Meeting may be convened whenever the interests of the company require it and must always be convened whenever share holders representing one tenth of the subscribed capital so request.
Such request shall be sent by registered letter to the office of the company and shall precisely describe the subjects to be deliberated and decided by the General Meeting. The request should be addressed to the Board of Directors and the statutory auditor, who must jointly convene a meeting within three weeks of receipt of the request. In the convening notice other agenda items may be added next to items requested by the shareholders.
One or more shareholders who together hold at least three percent (3%) of the capital of the company may, in accordance with the provisions of the Bel gian Code for Companies and Associations, request the inclusion of items to be discussed on the agenda of any shareholders' meeting and may submit proposals for resolutions with respect to items to be discussed that have been or will be included on the
agenda.
Unless otherwise stated in the convening notice, the General Meeting will be held at the registered office of the company.
ARTICLE 33 – CONVOCATION The Board of Directors or the statutory auditor(s) convenes the General Meeting. The notices convening meetings state the venue, date, time and agenda of the General Meeting as well as the proposed resolutions and are issued in the form and within the periods required by the Belgian Code for Companies and Associations. Each year, a General Meeting will be held whose agenda includes at least the following points: the discussion of the annual report and the report of the statutory auditor(s), the discussion and approval of the financial statements and the appropriation of net profit, discharge of the directors and the statu tory auditor(s) and, where applicable, the appoint ment of directors and the statutory auditor(s). The regularity of the convocation of meetings cannot be disputed if all shareholders are present or duly represented.
A shareholder may only participate in the General Meeting and exercise voting rights, subject to compliance with the following requirements:
A shareholder may only participate in the General Meeting and exercise voting rights on the basis of the administrative registration of the shares of the shareholder on the registration date, either by registration in the register of registered shares of the company, or by their registration in the accounts of a recognised account holder or a clearing institution, irrespective of the number of shares held by the shareholder at the General Meeting. The fourteenth day before the General Meeting, at midnight (Belgian time), counts as the registration date.
Holders of dematerialised shares who wish to attend the meeting must submit a certificate issued by a recognised account holder or the clearing institution and confirming, as appropriate, how many dematerialised shares are registered in the name of the shareholder on the record date and for which the shareholder has indicated that he or she intends to participate in the General Meeting. Such submission shall be made no later than the sixth day preceding the date of the General Meeting, via the e-mail address of the company or via the e-mail address specifically mentioned in the convocation notice, at the registered office or by post.
The owners of registered shares who wish to participate in the meeting, must inform the company no later than six days before the date of the meeting of their intention to participate in the meeting, via the e-mail address of the company or via the e-mail address specifically mentioned in the convocation notice, by post or, as the case may be, by sending a proxy.
The Board of Directors shall keep a register of each shareholder who has indicated he or she wishes to participate in the General Meeting, which will list his or her name and address or registered office, the number of shares in his or her possession on the registration date and with which he or she indicated they will participate in the General Meeting, and a description of the documents showing that he or she held the relevant shares on the registration date.
Each shareholder may appoint a proxy to represent him or her at the General Meeting in accordance with the relevant provisions of the Belgian Code for Companies and Associations. The proxy does not have to be a shareholder.
A shareholder of the company may appoint only one person as a proxy at each General Meeting. Any deviation from this rule is only possible in accordance
with the relevant provisions of the Belgian Code for Companies and Associations.
A person who acts as a proxy holder may hold a proxy of more than one shareholder. Where a proxy holder holds proxies of several shareholders, he or she may vote differently for one shareholder than for another shareholder.
The appointment of a proxy holder by a shareholder takes place in writing or through an electronic form and must be signed by the shareholder, in such case by an advanced electronic signature within the meaning of article 4, §4 of the Act of 9 July 2001 concerning the establishment of rules relating to the legal framework for electronic signatures and certification services, or by an electronic signature which meets the requirements of article 1322 of the Belgian Civil Code.
The notification of the proxy to the company must be made via the company's e-mail address or via the e-mail address specifically mentioned in the convocation notice, at the registered office or by post. The company must receive the proxies by the sixth day before the date of the General Meeting at the latest.
Notwithstanding the possibility to deviate from the instructions in certain circumstances in accordance with article 7:145, second paragraph of the Belgian Code for Companies and Associations, the proxy holder shall cast votes in accordance with any instructions of the shareholder who appointed him or her. The proxy holder shall keep a record of the voting instructions for at least one year and confirm that he or she has complied with the voting instructions at the request of the shareholder.
In the case of a potential conflict of interest, as defined in article 7:143, §4 of the Belgian Code for Companies and Associations, between the shareholder and the proxy holder he or she has designated, the proxy holder must disclose the specific facts that are relevant for the shareholders in order to assess whether there is any risk that the proxy holder might pursue another interest than the interest of the shareholder. In addition, the proxy holder may only vote on behalf of the shareholder, provided that he or she has received specific voting instructions for each item on the agenda.
If several persons hold rights in rem in respect of the same share, the company may suspend the exercise of the voting rights attached to that share until one person has been designated as the holder of the voting rights.
Every General Meeting is chaired by the chairman of the Board of Directors or, in his or her absence, by the oldest director present.
The chairman appoints a secretary and two scrutineers, who need not be shareholders. One person may be both secretary and scrutineer. The chairman, the secretary and the scrutineers together form the bureau, which is completed by the other members of the Board of Directors.
The Board of Directors may, at any General Meeting, during the session, postpone the decision regarding the approval of the financial statements for five weeks.
This postponement does not affect the other decisions taken, unless otherwise decided by the General Meeting in this regard. The next meeting has the right to determine the final financial statements.
The Board of Directors also has the right to postpone any other General Meeting or any other item on the agenda of the annual meeting during the session by five weeks, unless the meeting was convened at the request of one or more shareholders representing at least one fifth of the capital or by the statutory auditor(s).
Every share confers the right to one vote, subject to the cases of suspension of voting rights provided for in the Belgian Code for Companies and Associations or any other applicable law.
An attendance list which displays the name of the shareholders and the number of shares they represent at the meeting, shall be signed by each of the shareholders or by their proxy before the meeting is opened.
The General Meeting may not deliberate or decide on items not listed on the agenda unless all shareholders are present or represented at the meeting and they unanimously decide to extend the agenda. The required approval is certain if no opposition is noted in the minutes of the meeting.
The aforementioned shall not affect the possibility of one or more shareholders jointly holding at least 3% of the share capital, and provided that the relevant provisions of the Belgian Code for Companies and Associations are met, to have items placed on the agenda to be discussed at the General Meeting and to submit proposals for resolutions relevant to the agenda or to include items to be discussed, until at the latest the twenty-second day before the date of the General Meeting.
This does not apply if a General Meeting is convened by a new convocation notice because the required quorum was not reached with the first convocation, provided that the first convocation was in compliance with the legal requirements, the date of the second meeting was mentioned in the first convocation notice and no new items are put on the
agenda.
The company must receive these requests by the twenty-second day before the date of the General
Meeting at the latest.
The subjects to be covered and the related proposals for resolutions that would be added to the agenda in such case, shall be published in accordance with the provisions of the Belgian Code for Companies and Associations. If a proxy was already notified to the company before the publication of this revised agenda, the proxy holder must comply with the relevant provisions of the Belgian Code for Companies and
Associations.
The items to be discussed and the proposed resolutions that have been placed on the agenda pursuant to the preceding paragraph, may be discussed only if all relevant provisions of the Belgian Code for Companies and Associations have been met.
The Board of Directors shall answer the questions raised, during the meeting or in writing, regarding their report or regarding the agenda items, to the extent that sharing the details or facts is not of a nature to be potentially detrimental to the company's business interests or to the confidentiality to which the company or its directors have committed to. The statutory auditors shall answer the questions raised, during the meeting or in writing, regarding their report, to the extent sharing the details or facts is not of a nature to be potentially detrimental to the company's business interests or to the confidentiality to which the company, its directors or the statutory auditors have committed to. They are entitled to address the General Meeting regarding fulfilment
of their task.
If there are various questions regarding the same subject, the Board of Directors and the statutory auditors may answer these in a single response. Once the convocation notice is published, the shareholders may ask the above questions in writing, in accordance with the relevant provisions of the Belgian Code for Companies and Associations. The General Meeting may validly deliberate and vote, regardless of the part of the capital that is present or represented, except in cases where the Belgian Code for Companies and Associations imposes an attendance quorum.
Except for mandatory legal provisions or provisions in the articles of association that stipulate otherwi se, decisions shall be taken by simple majority of the votes cast. Blank and invalid votes are not counted as votes cast. In the case of a tie vote the proposal will be rejected.
Voting takes place by show of hands or by roll call, unless the General Meeting decides otherwise by a simple majority of the votes cast.
The extraordinary General Meeting must be held in the presence of a notary public who will prepare an authentic official record. The General Meeting may only validly deliberate and decide on an amendment of the articles of association if those attending the meeting represent at least half of the share capital. If a quorum is not reached, then a new convocation is required; the second meeting shall deliberate and decide validly, irrespective of the present or repre sented portion of the capital.
Moreover, an amendment of the articles of associa tion is only adopted if it was previously approved by the FSMA and if three quarters of the votes attached to the present or represented shares are acquired (or any other special majority stipulated in the Belgian Code for Companies and Associations), with abstentions not being taken into account either in the numerator or in the denominator.
Minutes shall be drawn up of every General Meeting.
The minutes of the General Meeting are signed by the members of the bureau and by shareholders who request so.
The copies required to be presented by law or otherwise, shall be signed by two directors or by a managing director.
For each decision, the number of shares for which valid votes have been cast, the percentage in the share capital represented by these shares, the total number of validly cast votes, the total number of votes cast in favour of or against each decision, and the number of abstained votes, if any, will be reported in the minutes of the General Meeting. This information will be published on the company web site within fifteen days of the General Meeting.
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The financial year commences on the first of Janua ry and ends on the thirty-first of December of each year.
At the end of each financial year, the Board of Directors prepares an inventory and the financial statements. The directors also prepare a report in which they render account of their policy, i.e., the annual report. This report contains a commentary on the financial statements, which includes a fair overview of the state of affairs and the position of the company. This report also contains the infor mation required by the Belgian Code for Companies and Associations, including a corporate governance declaration, which forms a specific part thereof. This corporate governance declaration also contains the remuneration report, which forms a specific part thereof.
In view of the Annual General Meeting, the statutory auditor prepares a written and detailed report, i.e., the audit report.
As soon as the notice of the meeting has been pu blished, the shareholders may take note of the finan cial statements and other documents referred to in the Belgian Code for Companies and Associations.
The General Meeting shall be presented with the an nual report and the report of the statutory auditor(s) and decide by a simple majority on the approval of the financial statements.
After approval of the financial statements, the Ge neral Meeting shall decide by a simple majority, by separate voting, regarding the discharge granted to the directors and the statutory auditor(s). This discharge is only valid if the balance sheet does not contain omissions or false statements concea ling the true state of the company and, in respect of acts contrary to the articles of association, only if these were specifically indicated in the convocation notice.
The Board of Directors shall ensure that the statu tory and consolidated financial statements are filed with the National
Bank of Belgium within thirty days of the approval of the financial statements, in accordance with the relevant legal provisions.
The annual and half-yearly financial reports, the annual and half-yearly financial statements and the statutory auditor's report and the articles of association of the company, will be made available to the shareholders for consultation, in accordance with the provisions applicable to issuers of financial instruments admitted to trading on a regulated market and with the RREC legislation. The annual and half-yearly reports can be consulted, for infor mation purposes, on the website of the company. Shareholders can obtain a free copy of the annual and half-yearly reports at the registered office of the company.
At the proposal of the Board of Directors, the General Meeting shall vote by a simple majority on the appropriation of net profit. The company must distribute to its shareholders, within the limits permitted by the Belgian Code for Companies and Associations and the RREC legislation, a dividend, the minimum amount of which is prescribed by the RREC legislation.
The payment of dividends shall take place at the time and place determined by the Board of Directors. The Board of Directors may pay interim dividends, within the limits specified in article 7:213 of the Belgian Code for Companies and Associations.
In the event of the dissolution of the company, for any reason or at any time, the liquidation will be performed by liquidators appointed by the General Meeting. If the statement of assets and liabilities drawn up in accordance with the Belgian Code for Companies and Associations shows that not all creditors can be repaid in full, the appointment of the liquidators in the articles of association or by the General Meeting must be submitted to the President of the Court for confirmation. However, this confir mation is not required if that statement of assets and liabilities shows that the company only has debts towards its shareholders and all shareholders who are creditors of the company confirm in writing that they agree to the appointment.
In the absence of such appointment, the liquidation will be performed by the Board of Directors acting in the capacity of liquidation committee. With regard to third parties, they shall be considered as liqui dators by operation of law, but without the powers conferred by law and the articles of association on the liquidator appointed in the articles of associati on, by the General Meeting or by the court. The liquidators shall take up their mandate only after the competent commercial court has confir med their appointment following the decision of the General Meeting.
Unless decided otherwise, the liquidators shall act jointly. To this end, the liquidators shall have the broadest powers in accordance with articles 2:87 et seq. of the Belgian Code for Companies and Associa tions, subject to limitations imposed by the General Meeting.
The General Meeting determines the remuneration of the liquidators.
The liquidation of the company shall be completed in accordance with the provisions of the Belgian Code for Companies and Associations.
After the settlement of all debts, charges and expen ses of the liquidation, the net assets must first be used to repay, in cash or in kind, the amount paid up on the shares.
Any surplus shall be distributed to the shareholders in proportion to their rights.
Every director, manager and liquidator who resides abroad shall be deemed to have chosen domicile in Belgium for the term of its mandate. If this was not the case, they shall be deemed to have his domicile at the registered office of the company, where writs and notices concerning the affairs of the company and the responsibility for its governance may be validly served, with the exception of notices that are sent in accordance with these articles of associa tion.
The holders of registered shares are required to notify the company of any change of address. In the absence of notification, they shall be deemed to have elected domicile at their last known address.
Except when explicitly waived by the company, any disputes between the company, its directors, its stockholders and liquidators concerning the affairs of the company and the implementation of these articles of association shall be settled exclusively by the commercial courts where the company has its
registered office.
The parties declare that they will fully comply with the Belgian Code for Companies and Associations, as well as the regulations applicable to regulated real estate companies (as amended from time to
time).
Accordingly, any provisions of these articles of association which unlawfully deviate from the provisions of the aforementioned laws, shall be deemed not to be included in the current deed, and the clauses which are contrary to the provisions of these laws shall be deemed not written. The nullity of one article or part of an article of these articles of association will not affect the validity of the other (parts of) clauses in these articles of association.
The public regulated real estate company (RREC) was established on 12 May 2014 by the RREC Law of 12 May 2014 as last amended by the Law of 28 April 2020. The RREC Law defines the RREC as a company that (i) is established for an indefinite period, (ii) performs the activity referred to in Article 4 or Article 76/5 of the RREC Law (see below) and (iii) is licensed as such by the Belgian Financial Services and Markets Authority (FSMA). The public RREC is an RREC, the shares of which are admitted for trading on a regulated market and which raises its financial resources in Belgium or elsewhere through a public offering of shares. A public RREC is therefore a listed company, subject to the requirement that at least 30% of its marketable shares should be issued to the public (free float).
According to the RREC Law, a public RREC carries on a business consisting of:
(a) making real estate available to users directly or via a company in which it holds a participation, in compliance with the provisions of the Law and decrees and regulations issued for the implementation of the Law; and
(b) property ownership, within the limits of Article 7, 1, b of the RREC Law, as referred to in Article 2(5°) (vi) to (xi) of the RREC Law;
(c) concluding or joining one or more of the following long-term contracts with a public client, directly or via a company in which it has a shareholding in compliance with the provisions of the legislation on the public regulated real estate company (public RREC) (SIR/GVV), possibly in collaboration with third parties: (i) Design, Build, Finance (DBF) contracts; (ii) Design, Build, (Finance) and Maintain (DB(F)M) contracts; (iii) Design, Build, Finance, (Maintain) and Operate (DBF(M)O) contracts; and/or (iv) contracts for concessions for public work relating to buildings and/or other infrastructure of an immovable nature and services relating to this, on the basis of which: (i) it guarantees the provision, maintenance and/or operation for a public entity and/or citizens as end-users, in order to meet a social need and/or to facilitate the provision of a public service; and (ii) for which it is able to bear the associated financing, availability, demand and/or operating risk, partially or in full, in addition to any construction risk, without necessarily holding rights in rem in that regard.
(d) developing, providing for the development, establishing, providing for the establishment, managing, providing for the management, operating, providing for the operation of or making available one or more of the following in the long term, directly or via a company in which it has
a shareholding in compliance with the provisions of the legislation on the public RREC (SIR/GVV), possibly in collaboration with third parties: (i) utilities and storage locations for transportation, distribution or storage of electricity, gas, fossil or nonfossil fuels and green energy in general and the related goods; (ii) utilities for transportation, distribution, storage or treatment of water and the related goods; (iii) installations for the generation storage and transportation of energy, renewable and/or green or otherwise, and the related goods; or (iv) waste and incineration installations and the related goods.
Real estate refers to 'real estate' within the meaning of the RREC legislation.
In the context of the provision of real estate, the Company may perform all activities relating to the construction, refurbishment, renovation, development (for its own portfolio), acquisition, disposal, management and operation of real estate.
RRECs are subject to the supervision of the FSMA and must comply with extremely strict rules regarding conflicts of interest.
From its formation until 25 November 2014, Care Property Invest held the status of a property investment fund with fixed capital (BEVAK/sicafi). On 25 November 2014, the Company acquired the status of a public RREC.
The public RREC must carry on the activities mentioned above.
In the context of the provision of real estate, a public RREC may perform all activities relating to the construction, refurbishment, renovation, development (for its own portfolio), acquisition, disposal, management and operation of real estate (Article 4, §1 of the RREC Law). A public RREC pursues a strategy that serves to maintain long-term ownership of its real estate and, in the performance of its activities, focuses on active management, which implies in particular that it takes responsibility itself for the development and day-to-day management of the real estate, and that all other activities that it performs have added value for that real estate or its users, such as the provision of services that are complementary to the provision of the relevant properties.
To this end: (i) the public RREC performs its activities itself, without delegating such performance to a third party, other than to an affiliated company, (ii) it maintains direct relationships with its clients and suppliers, and (iii) it has operational teams at its disposal which constitute a significant part of its workforce. In other words, a public RREC is an operational and commercial real estate company.
It may own the following types of real estate (as defined by the RREC Law):
shares of public and institutional property investment funds (BEVAK/sicafi);
participating rights in foreign collective property investment institutions registered in the list referred to in Article 260 of the AICB Law;
participating rights in collective real estate investment institutions established in another Member State of the European Economic Area (EEA) and not registered in the list referred to in Article 260 of the AICB Law, in as far as they are subject to equivalent supervision to the public property investment funds (BEVAK/sicafi);
shares or participating rights issued by companies (i) having legal personality; (ii) governed by the law of another EEA Member State; (iii) the shares of which are admitted for trading on a regulated market and/or which are subject to a prudential supervision regime; (iv) the principal activity of which is the acquisition or construction of real estate with a view to making it available to users, or the direct or indirect ownership of participating interests in companies with similar activities; and (v) which are exempt from tax on income from the profits generated by the activities referred to in (iv) above, subject to compliance with certain legal obligations, and which are at least required to distribute part of their income to their shareholders (also known as the 'Real Estate Investment Trusts' (abbreviated REITs));
real estate securities, as referred to in Article 5, §4 of the Law of 16 June 2006;
participating rights in a Specialised Real Estate Investment Fund.
The real estate referred to in (vi), (vii), (viii), (ix) and (xi) that concerns participation rights in an alternative investment institution as referred to in Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies and (EU) No. 1095/2010 of the European Parliament and of the Council of
24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EC, cannot qualify as shares with voting rights issued by real estate companies, regardless of the amount of the shareholding held directly or indirectly by the public RREC (SIR/GVV).
A public RREC may not invest more than 20% of its consolidated assets in real estate which constitutes a single property (same rule as that applying to property investment funds (BEVAK/sicafi) and may not hold 'other property' (as referred to in paragraphs vi to xi) or option rights for such assets, other than in as far as the fair value of these does not exceed 20% of its consolidated assets.
The Company's business consists of the provision of real estate to users (in particular all forms of housing covered by the Residential Care Decree plus accommodation for the disabled) and the active development and management of its real estate. The added value that Care Property Invest provides here consists in offering customised real estate solutions, in which the properties are adapted to the specific needs of users. Care Property Invest develops, renovates or extends real estate for this purpose. Care Property Invest wishes to continue deploying its expertise and know-how accumulated in the realisation of 2,000 (subsidised) service flats in order to realise projects provided for in the Residential Care Decree in the future. This includes nursing homes, short-stay centres, day care centres, service centres, groups of assisted living residences, as well as all residential facilities for people with disabilities.
In order to acquire and maintain the status of a public RREC and the fiscal transparency regime provided for this Company (see below), the Company is subject to, inter alia, the following
obligations;
Dividend pay-out ratio: the public RREC must (if it makes a profit) pay out at least the positive difference between the following amounts as return on capital: 1°) 80% of the amount equal to the sum of the adjusted result and the net gain on disposal of property that is not exempt from mandatory payouts 2°) the net reduction of the debt during the financial year.
Limit on the debt ratio: the consolidated debt ratio of the public RREC and its subsidiaries and the corporate debt ratio of the public RREC must not exceed 65% of the consolidated or corporate assets, as the case may be, less the permitted hedging instruments unless this is because of a change in the fair value of the assets; if the consolidated debt ratio of the public RREC and its subsidiaries exceeds 50% of the consolidated assets less the permitted hedging instruments, the public RREC should draw up a financial plan together with an implementation timetable, with a description of the measures that will be taken to prevent the consolidated debt ratio from exceeding 65% of the
consolidated assets.
Diversification of real estate: the assets of the public RREC must be diversified in such a way as to ensure an appropriate spread of the risks in terms of real estate, by geographical region and by category of user or lessee; no operation performed by the public RREC may result in more than 20% of its consolidated assets being invested in real estate that constitutes a 'single real estate entity' (subject to the exceptions permitted by the FSMA and to the extent that the consolidated debt ratio of the public RREC and its subsidiaries does not exceed 33% of the consolidated assets less the permitted hedging instruments).
Risk management: the Company must, as a public RREC, have an appropriate risk management function and appropriate risk management policy. It may only subscribe to hedging instruments (excepting any transactions of a speculative nature) if the Articles of Association allow for this and if these form part of a policy intended to cover financial risks. This policy must be published in the annual and half-yearly reports.
Management structure and organisation:
the Company must, as a public RREC, have its own management structure and suitable administrative, accounting, financial and technical organisation, enabling it to carry out its activities in accordance with the RREC regulations, an appropriate internal control system, an appropriate independent internal audit function, an appropriate independent compliance function and an appropriate integrity policy.
Tax regime for the RREC
The taxable basis of the RREC is limited to non-deductible professional expenses, unusual or gratuitous advantages and a special assessment on 'secret commissions' on expenses that are not properly accounted for. The RREC may not apply the venture capital deduction or the reduced corporation tax rates.
If an RREC participates in a merger, demerger or a similar transaction, that transaction will not qualify for the fiscal neutrality regime but will give rise to the application of the exit tax, as is the case for property investment funds (BEVAK/sicafi). As announced by the Belgian federal government in its budgetary agreement of 26 July 2017, the rate of the exit tax has been reduced to 12.75% (including crisis contribution) as a result of the reduction of the standard rate of the corporate tax.
On 10 December 2018, an amendment was published in the Belgian Official Gazette concerning the entry into force of the reduction of the exit tax. As a result of this legislative amendment, the rate of the exit tax is no longer determined by the assessment year, linked to the taxable period in which the merger takes place, but as a new rule applies that the rate is determined by the date of the merger. For the assessment years 2019 and 2020, the percentage decreases from 16.995% to 12.75% as a result of this change in the law and will then increase again to 15%.
The RREC is subject to the 'subscription fee' in Articles 161 and 162 of the Inheritance Tax Code.
The following paragraphs summarise certain effects of the ownership and transfer of shares in an RREC under Belgian tax law. This summary is based on the tax laws, regulations and administrative commentaries applicable in Belgium on the date of preparation of this document, and is included subject to changes in Belgian law, including changes with retroactive effect. This summary does not consider or treat the tax laws of countries other than Belgium and does not take into account special circumstances peculiar to each shareholder. The shareholders are invited to consult their own advisers.
Natural persons domiciled in Belgium
The dividends paid out by a RREC to a natural person domiciled in Belgium were formerly subject to withholding tax at a reduced rate of 15%. The Company satisfies the requirement of investing at least 80% of its property being located in the EEA and which is used or intended solely or primarily for residential care or residential units adapted for residential care or healthcare. After all, the portfolio of Care Property Invest consists solely of such real estate and, in accordance with its statutory purpose can only consist of such real estate.
The tax that is withheld by the RREC discharges Belgian shareholders-natural persons from their obligations.
Capital gains realised by Belgian natural persons who have not acquired the shares in the RREC in the context of the exercise of a professional activity are not taxable if they are part of the normal management of private assets. Capital losses are not deductible.
Pursuant to the Law of 18 December 2016 regulating the recognition and definition of crowd funding and containing various provisions concerning financing, published in the Belgian Official Gazette on 20 December 2016, shareholders of Care Property Invest can again enjoy a reduced rate of withholding tax, of 15% as from 1 January 2017.
These dividends in principle do not entitle the holder to a deduction by way of definitively taxed income for the Belgian shareholder company, as is the case for dividends from property investment funds
(BEVAK/sicafi).
Care Property Invest declares that the information provided by the experts and the statutory auditor were faithfully reproduced and included with their consent.
As is the case for capital gains on the shares of property investment funds (BEVAK/sicafi), the capital gains on the shares of RRECs are not exempt from corporation tax.
As a rule, the withholding tax on dividends paid by the RREC can be offset against corporation tax, and any overpayment is refundable, in as far as the shareholder corporation had full ownership of the shares at the time when the dividend was awarded or became payable and in as far as this award or provision for payment does not entail any impairment of or capital loss on these shares.
Dividends paid out by the RREC to a non-resident shareholder give rise, in regulation, to the collection of the withholding tax at the rate of 15% if the RREC invests at least 80%, in real estate consisting of properties located in a Member State of the European Economic Area and exclusively or mainly for residential care or housing units adapted to healthcare.
Certain non-citizens domiciled in countries with which Belgium has concluded tax treaties may, under certain conditions and subject to certain formalities, enjoy a reduction or an exemption from withholding tax.
The purchase and sale and any other acquisition and transfer for consideration in Belgium of existing RREC shares (secondary market) through the intervention of a 'professional intermediary', as is the case for real estate investment funds (BEVAK/sicafi), are, as a rule, subject to the tax on stock exchange transactions, currently at a rate of 0.12%/0.35%/1.32% depending on the nature of the securities with a maximum of €1,300/€1,600/€4,000 per transaction and per party.
Subject to the conditions referred to in Article 2.7.6.0.1 of the Flemish Tax Code (VCF), the shares of Care Property Invest can be exempted from inheritance tax, as the Company has accreditation within the meaning of this Article. The change of status from BEVAK to RREC does not, therefore, affect this exemption in any way.

Meise (BE) I Oase

Lanaken (BE) I 3 Eiken


Intangible fixed assets: the acquisition value includes the capitalised costs excluding VAT.
Tangible fixed assets: the acquisition value includes the capitalised costs excluding VAT.
Finance lease receivables: the acquisition value includes the entire investment cost including VAT.
Investment properties: the acquisition value incorporates the conventional value that is included in the calculation of the price. For projects acquired through a contribution in kind, the price is determined on the basis of a contribution agreement. For development projects, the acquisition cost includes the price paid for the land plus the construction costs already incurred.
Privileged information about the Company is any information that has not been disclosed and that is accurate, referring to an existing situation or a situation that can reasonably be expected to arise or an event that has occurred or that can reasonably be expected to occur, and that is sufficiently precise to enable conclusions to be drawn on the potential impact of that situation or event for the price of the financial instruments or financial derivatives of Care Property Invest, that relates directly or indirectly to Care Property Invest, and that, if it were disclosed, could influence
the price of Care Property Invest's financial instruments or financial derivatives, including information regarded as pricesensitive for the financial instruments or financial derivatives if an investor, acting reasonably, is likely to use this information as a partial basis for his/her investment decisions.
The occupancy rate is the result of the total number of effectively occupied residential units in relation to the total number of residential units (both occupied and unoccupied). With regard to the initial portfolio, the leasehold fee agreed in the relevant agreements contracts is payable, regardless of occupancy. Also for acquisitions under the new real estate programme, the vacancy risk is transferred to the operator, with the exception of the 'Tilia' project in Gullegem.
A loan which is repaid as a lump sum at the end of the term and for which only the interest charges are payable during the term of the loan.
The Compliance Officer shall ensure compliance with the laws, regulations and rules of conduct applicable to the Company, and more specifically with the rules relating to the integrity of the Company's business and shall manage the Company's compliance risk.
Sound management of the Company. These principles, such as transparency, integrity and balance of responsibilities, are based on the recommendations of the Belgian Corporate Governance Code 2020 ('Code 2020'), as available on the website at www.corporategovernancecommittee.be.
Gross - or net dividend divided by the closing price of Care Property Invest shares during the relevant financial year or at a specific time or divided by the subscription price at the IPO (excluding costs).
Zeist (NL) I Villa Pavia

See definition in paragraph 1.32 'Triple net' later in this chapter, less owner maintenance (= major maintenance and repairs). There is only one project in the portfolio that was concluded with a longterm leasehold agreement of the 'double net' type, being the project 'Les Terrasses du Bois' in Watermaal-Bosvoorde.
European Public Real Estate Association is an association founded in 1999 for the promotion, development and grouping of European listed real estate companies. EPRA establishes best practices regarding accounting, reporting and corporate governance and harmonises these rules in various countries, in order to provide high quality and comparable information to the investors. EPRA organises also discussion forums concerning the issues that determine the future of the sector. Finally, EPRA has created indexes that serve as benchmark for the real estate sector. All this information is available on the website www.epra.com.
Zutphen (NL) I De Gouden Leeuw Zutphen

Contract with a duration of at least 15 years and a maximum of 99 years, granting a temporary right of use in rem to the leaseholder, consisting of the full enjoyment and use of the property during that period. In return, the leaseholder pays - unless otherwise stipulated - an annual remuneration called 'canon or ground rent' (Title 7 'Leasehold' Book 3 'Property' of the Civil Code).
Leasehold contracts entered into before the entry into force of the new property law on 1 September 2021 are subject to the old rules of the Civil Code, and therefore have a minimum duration of 27 years.
Companies that apply for recognition as a regulated real estate company or specialised real estate investment fund, or that merge with a regulated real estate company, are subject to a specific tax or exit tax. This tax is comparable to a liquidation tax on deferred net capital gains and tax-exempt reserves.
The current exit tax rate is 15%.
The free float is the number of shares circulating freely on the stock exchange and, therefore, in the hands of the public.
The Financial Services and Markets Authority, as referred to in the Law of 2 August 2002 on the supervision of the financial sector and financial services.
Period during which persons in a management position and their closely related persons, as well as all persons included in the list of insiders pursuant to the Law of 2 August 2002 regarding the supervision of the financial sector and financial services (the so-called 'insiders' list') of Care Property Invest, may not carry out transactions involving financial instruments or financial derivatives of Care Property Invest. The closed periods are set out in the Dealing Code of Care Property Invest, which is part of the Corporate Governance Charter that is available on the website www.carepropertyinvest.be.
The Royal Decree dated 13 July 2014 regarding regulated real estate companies (SIR/GVV), as published in the Belgian Official Gazette of 16 July 2014 and subsequently amended, last on 23 April 2018.
The Law of 12 May 2014 concerning regulated real estate companies (SIR/GVV), as published in the Annexes to the Belgian Official Gazette of 30 June 2014 and last altered by the Law of 22 October 2017, as published in the Belgian Official Gazette of 9 November 2017.
The IAS/IFRS were issued by the IASB, which develops the international standards for the preparation of financial statements. European listed companies must apply these rules in their consolidated accounts for financial years beginning on or after 1 January 2005. In accordance with the Royal Decree of 13 July 2014, Care Property Invest has applied these rules to its statutory financial statements since the financial year commencing on 1 January 2007.
Financial instrument with which parties contractually agree to swap interest payments over a certain period. This allows parties to swap fixed interest rates for floating interest rates and vice versa. The Company only possesses interest rate swaps that allow her to swap floating interest rates for fixed interest rates.
The investment value is the value as determined by an independent real estate expert and of which the necessary additional mutation costs are included (formerly known as 'deed-in-hand value').
Weighted average duration of the lease contracts, where the weight is equal to the ratio of the rental income to the total rental income of the portfolio.
A liquidity provider is a financial institution (in the case of Care Property Invest: KBC Securities) which, under the supervision of Euronext and the FSMA, carries out a market animation assignment with respect to the Company's shares. The purpose of the market animation mandate is to promote the liquidity of transactions in the Company's shares and, more specifically, to facilitate an appropriate interaction between supply and demand, thereby facilitating the free market and thus reducing price fluctuations in the share.
Share price multiplied by the total number of listed shares.
The transfer of ownership of real estate is in principle subject to collection by the State of transfer tax, which constitutes most of the transaction costs. The amount of this tax depends on the transfer method, the capacity of the buyer and the geographical location of the property. The first two conditions, and thus the amount payable for the rights, are only known after the conclusion of the transfer of ownership.
In Belgium, the main possible methods of transfer of real estate and the associated registration fees are as follows:
The effective rate of the transfer tax therefore varies between 0 and 12.5% without it being possible to give the percentage applying to a specific property before the transfer is executed.
N.B.: It should be noted that, as a result of the interpretation of the IAS/IFRS standards calculated by the Belgian Association of Asset Managers (BEAMA), the book value of buildings for the IAS/IFRS balance sheet is determined by deducting a fixed sum for transfer tax from the investment value, which is currently set by the real estate experts at 2.5%. However, for properties with a value of less than €2.5 million, the registration fees that apply according to the location of the property are deducted. For the Dutch and Spanish real estate investments there is no special agreement and the statutory transfer tax rates apply.
The value obtained by dividing the consolidated net assets of the RREC, net of minority interests, or, if no consolidation takes place, the net assets at statutory level, by the number of shares issued by the RREC, not including any treasury shares that may be held at the consolidated level.
'Inventory value of the shares' is a synonym for net value of share.
Rental income
Total volume of shares traded during the year, divided by the total number of shares, as defined by Euronext (a synonym is 'velocity').
A building right is a right in rem to have buildings, works or plantations partially or fully on, above or below another party's land (see Article 1 of the Law of 10 January 1824 concerning building rights).
Gross dividend per share divided by the appropriated earnings per share, with the gross dividend being calculated on the basis of the adjusted EPRA Earnings.
The fair value of the investment properties in Belgium is calculated as follows:
The fair value = investment value/(1 + average determined as the lower of the investment unit value/(1 + percentage of the transfer costs, depending on the region in which the building is located) and the investment value as a whole/(1 + average percentage of the transaction costs as determined by BEAMA);
if the real estate expert finds that the building can be sold per apartment, the fair value is determined as the lower of the investment unit value/(1 + percentage of the transfer costs, depending on the region where the building is located), and the investment value as a whole/(1 + average percentage of the transaction costs as determined by BEAMA);
Appendix to the Royal Decree of 13 July 2014 concerning regulated real estate companies. The amounts still payable by the RREC for the acquisition of real estate, which will be settled within a customary period, may be deducted in the calculation of the debt level.
Result: ≤ 65%.
The Law of 2 May 2007 concerning the disclosure of significant participating interests in issuers, the shares of which are admitted for trading on a regulated market and laying down various provisions, and the Royal Decree of 14 February 2008 concerning the disclosure of significant participating interests.
The operating costs, maintenance costs and loss of rent associated with the vacancy are borne by the operator.
As a return on capital, the Company must pay a sum equal to at least the positive difference between the following amounts:
• 80% of an amount equal to the sum of the net result (IFRS) (A) and the net gain on disposal of real estate assets that are not exempt from distribution
(B).
(A) and (B) are calculated according to the following schedule:
activated investment costs) realised during the financial year
Institutions whose securities are admitted to a regulated market may draw up a registration document on a yearly basis in the form of a Universal Registration Document describing the organisation, business, financial position, profits, prospects and governance and shareholder structure of the institution. The Universal Registration Document may be used for an offer of securities to the public or the admission of securities to trading on a regulated market provided that it has been approved by the FSMA, together with any amendments and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.
Care Property Invest NV
The period that is communicated as such by the Compliance Officer on the instructions of the Executive Committee or the Board of Directors and commencing on the date on which inside knowledge becomes known to the Board of Directors, the Executive Committee and lasting until immediately after the disclosure of the said inside knowledge or to the date on which the inside knowledge loses its pricesensitive character.
Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.
The Code of Companies and Associations of 23 March 2019, as published in the Belgian Official Gazette of 4 April 2019.
The Companies Code entered into force on 1 May 2019 and replaces the former Companies Code of 7 May 1999.
The Residential Care Decree of 13 March 2009, as published in the Belgian Official Gazette on 14 May 2009, which entered into force on 1 January 2010, together with its implementing decrees, as amended from time to time.
Hof Driane (BE) I Herenthout

| ABB | Accelerated Book Building |
|---|---|
| AICB | Alternative Institution Collective Investment |
| APM | Alternative Performance Measure |
| BEAMA | Belgian Asset Managers Association |
| BE-REIT | Belgian Real Estate Investment Trust |
| BEVAK | Investment company with fixed capital |
| BCCA (WVV) | Belgian Code of Companies and Associations |
| BPR | Best Practices Recommendations |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| COO | Chief Operating Officer |
| CODM | Chief Operating Decision Maker |
| CVA | Credit Valuation Adjustment |
| DBF | Design, Build & Finance |
| DBFM | Design, Build, Finance & Maintain |
| DPS | Dividend per share |
| DVA | Debt Valuation Adjustment |
| EBITDAR | Earnings Before Interest, Taxes, Depreciation, Amortisation & Rent costs |
| EEA | European Economic Area |
| EPRA | European Public Real Estate Association |
| EPS | Earnings per share |
| ESMA | European Securities and Markets Authority |
| FSMA | Financial Services and Markets Authority |
|---|---|
| FTE | Full Time Equivalent |
| ERV | Estimated rental value |
| GVBF/ FIIS | Specialised Real Estate Investment fund |
| RREC | Regulated Real Estate Company |
| IAS | International Accounting Standards |
| ICMA | International Capital Market Association |
| IFRS | International Financial Reporting Standards |
| IRS | Interest Rate Swap |
| LTIP | Long Term Incentive Plan |
| MTN | Medium Term Notes |
| OCMW/PCSW | Public Centre for Social Welfare |
| UCI | Undertaking for Collective Investment |
| IFRS | International Financial Reporting Standards |
| IRS | Interest Rate Swap |
| NAV | Net Asset Value |
| NV | Public limited company (Naamloze Vennootschap) |
| SME | Small & Medium sized Enterprise |
| URD | Universal Registration Document |
| VCF | Flemish Codex Taxation |
| VZW | Non-profit organisation |
Horstebaan 3 2900 Schoten T +32 3 222 94 94 F +32 3 222 94 95 E [email protected]
Belfius BE27 0910 0962 6873 GKCC BE BB BE 0456 378 070 LPR Antwerp Public RREC under Belgian law
www.carepropertyinvest.be
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