Annual / Quarterly Financial Statement • Apr 27, 2023
Annual / Quarterly Financial Statement
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Untitled Annual Financial Report 2022 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 Care Property Invest declares that: the 2022 Annual Financial Report has been led 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 nancial 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. Care Property Invest nv / Table of contents 4 5 Table of contents / Care Property Invest nv Table of contents 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 condence 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 nancial statements as at 31 December 2022 176 2. Notes to the consolidated nancial statements 182 3. Auditor’s Report 236 4. Abridged statutory nancial 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. Denitions 292 2. Abbreviations 302 Alsemberg (BE) I Orelia Ter Beuken I. Risk factors 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 specic 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 specically 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 nancial situation, may exist. Care Property Invest is of the opinion that the factors described below reect 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 (1) The term ‘Company’ refers in this annual nancial report to: Care Property Invest nv. I. RISK FACTORS 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 dened a prudent policy in this respect, which they will update regularly if necessary. This ranges from daily nancial 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 efciency of the Company's risk management systems. 1. Market risks 1.1 Risks associated with the concentration risk 1.1.1 Description of the 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 diversication 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 non- current 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% diversication 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 afliated to legal entities with which the Company has contracted rental or long-term lease contracts cannot be ruled out. This could potentially impact the diversication 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 nancial 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 nancial leases at fair value) was as follows: Care Property Invest nv / Risk factors 8 9 Risk factors / Care Property Invest nv • Résidence des Ardennes (Attert - BE) - operated by My-Assist : 4.19% • Les Terrasses du Bois (Watermael- Boitsfort - BE) - operated by Colisée (Armonea) : 3,22%. • Westduin (Westende - BE) - operated by Colisée (Armonea): 3.16%. 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: • Colisée (Armonea): 15.38% • Vulpia Care Group: 10.24% • Korian: 7.45% 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: • Résidence des Ardennes (Attert - BE) - operated by My-Assist : 4.14% • Forum Mare Nostrum I (L'Alfàs del Pi - ES) - operated by Forum de Inversiones Inmobiliarias Mare Nostrum: 3,84%. • Les Terrasses du Bois (Watermael- Boitsfort - BE) - operated by Colisée (Armonea): 3.69%. 1.1.2 Potential impact for the Company The potential impact concerns a sharp diminution in income or cash ows in the event of the departure of a tenant, which in turn has an impact on the protability 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. Turnhout (BE) I Aan De Kaai 1.1.3 Limiting factors and management of the risk Care Property Invest strictly follows the statutory diversication 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 nancial 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 diversication at the sectoral level is not possible, although this is possible on the geographical level. Care Property Invest aims for a strongly diversied lessee base. At the close of the nancial 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. 1.2 Risks related to ination (1) Where consumer prices in 2022 have increased by 9,60%, while ination in 2021 amounted to 5.70% and in 2020 to 1.00%. Source: https://www. cbs.nl/nl-nl/visualisaties/dashboard-economie/ prijzen/inatie (Dutch version) (2) Where consumer prices in 2022 have increased by 5.71%, while ination 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 ination in 2021 amounted to 5.52% and in 2020 to 0.69% respectively. Source: https://www.cso. ie/en/releasesandpublications/ep/p-cpi/ consumerpriceindexdecember2022/ 1.2.1 Description of the risk 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 ination and therefore the value stability of its rents. Ination has increased signicantly 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 ination have been observed in The Netherlands (1) ,, Spain (2) and Ireland (3) . This ination 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. Care Property Invest nv / Risk factors 10 11 Risk factors / Care Property Invest nv 1.2.2 Potential impact for the Company 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 nance leases to 11.66 years. Thus, the future like-for- like evolution of rental income and the valuation of the Company's assets largely depend on ination, 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, ination 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 attened 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 ination is a potential increase in interest rates resulting in increased nancing 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 ination 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'). Ination 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. (1) Result from operating activities. (2) Net Asset Value (NAV), adjusted to take into account the fair value of investment properties and excluding certain elements that do not t into a long-term real estate investment nancial model. Care Property Invest’s strategy is to create stability for investors, both in terms of dividend and long-term income. 1.2.3 Limiting factors and management of the risk (1) Compared to the health index, the local consumer price index is closest to actual ination. 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. The inclusion of an indexation clause in lease, nancial lease or leasehold agreements may partially mitigate the impact of ination on rental income, but the indexation to be applied under the indexation clauses 1. 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 2. 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 3. 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 nancial year, the impact of ination 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. Care Property Invest nv / Risk factors 12 13 Risk factors / Care Property Invest nv 2. Operational risks 2.1 Risks associated with the solvency of lessees 2.1.1 Description of the risk 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 ination. 2.1.2 Potential impact for the Company 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 sufce and the Company will consequently bear the risk of being unable to recuperate sufcient amounts, if any. This all has an impact on the protability 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 (nance 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 benet from a guarantee, the current arrears were virtually fully covered by a sum of money blocked by the lessee (the Company also beneted 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 ows. A gloomy economic climate, high ination or other factors that could materially affect the cost structure (both general and nancial costs) and thus the tenants' ability to pay (including signicant indexation following the recent high ination, 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 nancial 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. 2.1.3 Limiting factors and management of the risk (1) The initial portfolio relates to the nancial leases ( with as at 31/12/2022 a balance sheet value (nance lease receivables) of €156,518,610 and a generated rental stream of €15,406,228) that the Company entered into until 2014. 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 sufcient 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 nancial adviser. Care Property Invest nv / Risk factors 14 15 Risk factors / Care Property Invest nv The Company aims to expand its portfolio via long-term contracts with stable and solvent rst-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 reect the economic viability of the project. On a half-yearly or quarterly basis, the Company also monitors the nancial 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. 2.2 Risks associated with negative changes in the fair value of the buildings 2.2.1 Description of the risk 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: • wear and tear or damage due to ordinary, structural and technical obsolescence and/or damage caused by tenants; • errors during the acquisition of the property (e.g. erroneous plans and/or erroneous measurements, assumptions and parameters used during the initial valuation of the property are incorrect causing the valuation to be incorrect); • increasing vacancy rates (e.g. due to an oversupply of healthcare real estate or the impact of unexpected circumstances such as the COVID-19 crisis); • the failure to meet increasing (legal or commercial) requirements in terms of sustainable development, cyclical or market conditions, among others; • buying real estate at too high a price compared to the underlying value, or selling them at too low a price compared to the underlying value (e.g. by investing or divesting during an unfavourable moment in the investment cycle); Care Property Invest aims to have a highly diversified tenant base. • rent reduction due to (indirectly) an incorrect business plan; • unpaid rents (see also risk factor 2.1 'Risks associated with tenant solvency'); • a decrease in rent prices when concluding new leases or renewing existing leases (see also risk factor 2.1 'Risks associated with tenant solvency'); • a change in the taxation of the sale of real estate (e.g. the transfer tax in Flanders on the sale of real estate, which has changed since 1 January 2022); • the increase of interest rates and also the market yields, being the returns achieved expressed as rental income divided by conventional value (see also risk factor ’1.2 Risks related to ination’ on page 11). 2.2.2 Potential impact for the Company 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 Care Property Invest nv / Risk factors 16 17 Risk factors / Care Property Invest nv 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. 2.2.3 Limiting factors and management of the risk 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 specically, 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 uctuation 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 uctuation 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. 2.3 Risks associated with construction risk and developing projects for the purpose of leasing (1) Additional investments to be made to complete ongoing project developments. 2.3.1 Description of the risk Development projects entail several risks, including the specic 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 ination. 2.3.2 Potential impact for the Company 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. 2.3.3 Limiting factors and management 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 xed 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 xed-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. Care Property Invest nv / Risk factors 18 19 Risk factors / Care Property Invest nv 2.4 Risks assciated with the expiry of nancial leases 2.4.1 Description of the risk This risk can be described as the possibility of existing expiring nancial leases not being renewed or being renewed at less favourable terms for the Company. 2.4.2 Potential impact for the Company In addition to a portfolio of investment properties, the Company also has a portfolio of nancial leases, with the rst nancial lease expiring in 2026 and the last nancial lease expiring in 2043. A complete loss of the rental income from the nancial 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-of- lease payment that the Company will receive following the termination of the nancial 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. 2.4.3 Limiting factors and management of the risk Notwithstanding the Company's endeavours to renew these nancial leases, the potential impact of their termination is that the Company loses rental income, (i) if it is unable to nance new investments with the end-of-lease payment it will receive as a result of the termination of the nancial leases (however, the Company may use the funds received for e.g. the repayment of nancings), or (ii) if the terms or modalities of any replacement investment are less favourable compared to the terminated nancial 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. Financial risks 3.1 Risks associated with liquidity due to non-compliance with covenants and statutory nancial parameters 3.1.1 Description of the risk This risk can be described as the risk of non-compliance with statutory or contractual requirements to comply with certain nancial 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 nancial 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. • An interest coverage ratio (being the operating result before the result on the portfolio, divided by the interest charges paid) of at least 2.5. 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 dened in these nancing 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 nancing agreements, are outside the control of the Company) under one nancing agreement may, pursuant to so-called 'cross acceleration' or 'cross default' provisions, additionally lead to defaults under other nancing 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. Care Property Invest nv / Risk factors 20 21 Risk factors / Care Property Invest nv Tilburg (NL) I Maria Margarithakerk 3.1.2 Potential impact for the company The potential impact concerns any cancellation of loans and damaged trust between investors and bankers on non- compliance with contractual covenants. It is possible that the Company would no longer be able to raise the external nancing necessary for its growth strategy on favourable terms or that the market conditions are of a nature that necessary external nancing can no longer be found for the activities of the Company. The Company runs the risk of the termination, renegotiation or cancellation of nancing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with nancial ratios, are not met. This could lead to liquidity problems, in view of the similar character in the covenants of the nancial institutions of the maximum debt ratio or interest cover ratio of a cumulative nature and could force the Company to liquidate xed 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 nancial 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. 3.1.3 Restrictive measures and management of the risk To mitigate these risks, the Company pursues a prudent nancial policy with constant monitoring to meet the nancial 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. 3.2 Risks associated with the evolution of the debt ratio 3.2.1 Description of the risk 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 nancing contracts concluded with nancial institutions. The maximum debt ratio imposed by the nancial institutions is 60% (see also ‘3.1 Risks associated with liquidity due to non-compliance with covenants and statutory nancial parameters’ on page 21). The Company runs the risk of the termination, renegotiation or cancellation of nancing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with nancial ratios included in covenants, are not met. On exceeding the statutory maximum threshold of 65%, the Company runs the risk of losing its RREC certicate through withdrawal by the FSMA. In general, it is possible that the Company would no longer be able to raise the external nancing necessary for its growth strategy on favourable terms or that the market conditions are of a nature that necessary external nancing can no longer be found for activities of the Company. The Company runs the risk of the termination, renegotiation or cancellation of nancing agreements or that these contain an obligation to make early repayment if certain undertakings, such as compliance with nancial 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 cash- out 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%. 3.2.2 Potential impact for the Company 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 nancing 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. Care Property Invest nv / Risk factors 22 23 Risk factors / Care Property Invest nv 3.2.3 Restrictive measures and management of the risk In this case too, it pursues a prudent nancial 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. 3.3 Risks associated with the cost of the capital 3.3.1 Description of the risk This risk can be described as the risk of unfavourable uctuations in interest rates, an increased risk premium in the stock markets and/or an increase in the cost of the debts. 3.3.2 Potential impact for the Company 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 protability of the business as a whole and of new investments. As at 31 December 2022, the xed-interest and oating rate loans accounted for 42.65% and 57.35% of the total nancial liabilities respectively. The percentage of oating-rate debt contracted that was converted into a xed-rate instrument through a derivative instrument (relative to total nancial 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 nancial 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 uctuations 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 nancing 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. (1) The initial portfolio relate to the nance leases (with as at 31/12/2022 a balance sheet value (nance lease receivables) of €156,518,610 and a generated rental ow of €15,406,228) that the Company entered into until 2014. (2) The new portfolio as referred to here refers to the nance leases (with a balance sheet value as at 31/12/2022 of €20,499,475 and a generated rental ow 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 ow of €37,887,735) that the Company acquired after 2014. 3.3.3 Restrictive measures and management of the risk With regard to the initial portfolio (1) , Care Property Invest protects itself against interest rate rises through the use of xed-interest contracts or swaps. For the initial portfolio, only the renewable loans at Belus, 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 nancial institutions with an outstanding amount of €266 million as at 31 December 2022 are subject to changes in interest rates on the nancial markets. Care Property Invest aims to hedge itself against xed 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 nancial statements' on page 205, 'T 5.9 Net interest expense' on page 209, 'T 5.27 Other non-current nancial liabilities' on page 226 and 'T 5.16 Financial xed assets and other non- current nancial liabilities' on page 216. If the increase in interest rates results from an increase in the level of ination, 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. Care Property Invest nv / Risk factors 24 25 Risk factors / Care Property Invest nv 3.4 Risks associated with the use of derivative nancial products 3.4.1 Description of the risk 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 inuenced by uctuations in interest rates in the nancial markets. The fair value of the derivative nancial 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. 3.4.2 Potential impact for the Company 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 counter- party risk in relation to partners with which we contract derivative nancial 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 nancial 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. 3.4.3 Restrictive measures and management of the risk All derivative nancial products are held solely for hedging purposes. No speculative instruments are held. All derivative nancial products are interest rate swaps. Care Property Invest also works only with reputable nancial institutions (Belus Bank, KBC Bank, BNP Paribas Fortis and ING). The Company conducts frequent talks with these nancial institutions on the evolution of the interest rates and the impact on the existing derivative nancial 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 nd 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. Regulatory and other risks 4.1 Risks associated with changes in the withholding tax rate 4.1.1 Description of the risk 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 benet from a reduced withholding tax rate of 15% in accordance with the Law regulating the recognition and denition of crowdfunding and containing various provisions regarding nances (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 Care Property Invest nv / Risk factors 26 27 Risk factors / Care Property Invest nv 4.1.2 Potential impact for the Company The potential impact concerns a negative inuence 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. 4.1.3 Limiting factors and management of the risk (1) The initial portfolio relates to the nance leases (with as at 31/12/2022 a balance sheet value (nance lease receivables) of €156,518,610 and a generated rental ow of €15,406,228) that the Company entered into until 2014. (2) The new portfolio as referred to here refers to the nance leases (with a balance sheet value as at 31/12/2022 of €20,499,475 and a generated rental ow 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 ow of €37,887,735) that the Company acquired after 2014. For the lease receivables in the initial portfolio (1) , Care Property Invest can absorb uctuations 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. 4.2 Risks associated with inheritance tax 4.2.1 Description of the risk 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 ve 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 rst 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, Belus 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 nancial 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 nancial year and the last known eligible shares, would be reduced by €2,745,497. The nal loss of exemption amount will further increase depending on the holding period of the shares in question. 4.2.2 Potential impact on the Company 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. 4.2.3 Limiting factors and management of the risk 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. Care Property Invest nv / Risk factors 28 29 Risk factors / Care Property Invest nv 4.3 Risks associated with the statute 4.3.1 Description of the risk 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, conicts of interest and corporate governance. The ability to (continually) meet these specic 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. 4.3.2 Potential impact on the Company The Company may not be able to meet these requirements in the event of a signicant change in its nancial 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 certicate as an RREC, it would no longer enjoy the different scal 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 nancial 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 ('scale 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 specic 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 (1) As at the date of this document, the Company has not yet received ofcial conrmation from the Dutch tax authorities that the FBI status is deemed applicable to Care Property Invest.NL10 B.V. 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 ow 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. 4.3.3 Limiting factors and management of the risk 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. Care Property Invest nv / Risk factors 30 31 Risk factors / Care Property Invest nv Bonheiden-Rijmenam (BE) I Ter Bleuk II. Letter to the hareholders Brief aan de aandeelhouders 34 35 Care Property Invest nv / Letter to the Shareholders Letter to the Shareholders / Care Property Invest nv Dear shareholder In 2022, the Company joined forces to meet the challenging expectations regarding the growth of the healthcare real estate 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 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. PORTFOLIO GROWTH 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 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 million. OVER 25 YEARS ON THE STOCK MARKET of today's Care Property Invest, was listed on the Brussels Stock Exchange. For 26 years, the Company has managed 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. The war also does not remain without strength of citizens in the rest of Europe. energy prices and its impact on the cost of our businesses, we have all felt, and are still feeling. To get all this under control, interest rates on loans were reintroduced and gradually increased further, until today. Despite results, we too were not spared the crisis atmosphere that all this inevitably evokes. Uncertainty about the impact of interest 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. II. In 2022, Care Property Invest managed to grow its real estate portfolio to approximately €1.131 billion. Letter to the hareholders 36 37 Care Property Invest nv / Letter to the Shareholders Letter to the Shareholders / Care Property Invest nv FINANCIAL RESULTS 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. SUSTAINABILITY 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 Care Property Invest was assessed by GRESB and S&P Global (through the Corporate Sustainability Assessment) 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. OUTLOOK 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, 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. 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 Ofcer 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 III. Report of the Board of Directors HISTORY 1995 - 2023 . . . . . . . . . . 2012 Initial investment programme 2,000 serviceats completed 2000 Innovation award for ‘Technology and housing of elderly people’ 2016 Inclusion in the Bel MID index. Start of EPRA membership 1995 Establishment of Serviceats Invest nv 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. 2014 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. 2014 Serviceats 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). 2013-2014 Amendments to the articles of association to expand the Company’s objective 2015 New address: Horstebaan 3, 2900 Schoten 2015 Capital increase in cash 22 June 2015 Total amount of capital increase: approx. €36 million. As of 22 June 2015 13,184,720 fully paid-up shares. 1996 Capital increase in cash (IPO - Eurnext Brussels) 7 February 1996 Total amount of capital increase: approx. €59 million. As of 7 February 1996 10,210 fully paid-up shares. . 2017 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. . . 2022 Entry onto the Irish market . . . . . . . . . 2018 Entry onto the Dutch market. Acquisition of 100th residential care project 2019 Capital increase in kind 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. 2019 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 . 2020 Optional dividend May-June 2020 Total amount of capital increase: approx. €7 million. As of 19 June 2020 21,918,213 fully paid-up shares. 2020 Capital increase in kind 15 January 2020 Total amount of capital increase: approx. €34 million. As of 15 January 2020 21,645,122 fully paid-up shares. 2020 Capital increase in cash (ABB) June 2020 Total amount of capital increase: approx. €59 million. As of 25 June 2020 24,110,034 fully paid-up shares. 2021 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. 2021 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. . . 2017 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. 2017 Acquisition of rst projects in Walloon and Brussels-Capital Regions . 2023 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. 1. Strategy: Care building in complete condence Founded on 30 October 1995, Care Property Invest was the rst 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 nances 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: Our activities as a healthcare investor As a healthcare real estate investor, we achieve sustainable growth for all our stakeholders through following possible investment opportunities: III. REPORT OF THE BOARD OF DIRECTORS • Design Build Finance (nancial leasing) 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 nancing. The initiator gives a right of supercies (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 long- term nancing 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 nancing activities. After the right of supercies 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 (nance leases). The Company consistently records the income from the historical portfolio, or even all nancial leases entered into by the Company after inception, as rental income and not as interest income or any nancial income, as would be the case for a mortgage REIT. • Developing and investing in healthcare real estate (Investment property) 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 long- term 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. PRIVATE SECTOR (INVESTMENT PROPERTIES) • • Private operator (Client) CPI acquires land and buildings Triple net LT rental agreement Rental fee • • PUBLIC SECTOR (FIN. LEASINGS) right of supercie for CPI Leasehold building Triple net canon • • • • (Client) Care Property Invest nv / Report of the Board of Directors 42 43 Report of the Board of Directors / Care Property Invest nv • Hernancieren 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. MISSION STATEMENT AND VALUES When realising healthcare real estate investments, Care Property Invest upholds its mission statement and values. MISSION 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 condently constructing the future together with a competent and diverse team from a solid organisation. Care Property Invest offers a stable long- term return for its shareholders. VALUES Professionalism 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. Integrity 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. Change orientation 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. REAL ESTATE STRATEGY A growing market 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 gures. 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 public- private 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. Customised quality 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 le 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 nancing the construction, but may also involve renancing 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 operators; • 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 carried out; • 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 denition aimed at keeping the property in the long term. Zeist (NL) I Villa Wulperhorst Care Property Invest nv / Report of the Board of Directors 44 45 Report of the Board of Directors / Care Property Invest nv FINANCIAL STRATEGY The Company attempts to align its nancial 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 nance itself in the best possible way, making use of shareholders’ equity and borrowed funds. Equity Equity is raised by using the capital market. By means of capital increases in cash and in kind, counterbalanced by immediately protable 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 nancial year. Given the Company’s growth, the management seeks to reserve as much of its prot as possible to reinvest within the statutory framework. In doing so, the Company aims for a pay-out ratio (pay- out 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. Borrowed funds Care Property Invest aims to raise foreign funds in as diversied 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 sufcient credit lines available for its short-term needs and the nancing 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. (1) Based on data from the Federal Planning Bureau - Report on demographic projections 2017-2070. (2) Based on the following data source: ‘Projections of population intervals; age group, 2018-2060’, CBS - 19 December 2017. (3) Based on data from the Organisation for Economic Cooperation and Development (OECD), http://stats.oecd.org. (4) Based on data from the Irish Central Statistics Ofce: ‘Projected population, 2016 - 2051’, https://www.cso.ie. DEMOGRAPHIC EVOLUTION BELGIAN POPULATION ( 1) 85+ 66-85 0-65 85+ 65-85 0-64 EXPECTED GROWTH total Belgian population of +15% EXPECTED GROWTH total Dutch population of +7% +168% in age category 85+ +63% in age category 66-85 +206% in age category 85+ +38% in age category 65-85 DEMOGRAPHIC EVOLUTION DUTCH POPULATION ( 2) DEMOGRAPHIC EVOLUTION SPANISH POPULATION (3) EXPECTED GROWTH total Spanish population of +5% +182% in age category 80+ +44% in age category 66-80 80+ 66-80 0-65 DEMOGRAPHIC EVOLUTION IRISH POPULATION (4) EXPECTED GROWTH total Irish population of +20% +252% in age category 85+ +76% in age category 65-85 85+ 65-85 0-64 20512046204120362031202620212016 0 20 40 60 80 100 +20% -15% +5% +15% +7% +182% +252% +44% +76% Care Property Invest nv / Report of the Board of Directors 46 47 Report of the Board of Directors / Care Property Invest nv At the end of the nancial year, Care Property Invest did not mortgage or pledge any building in its real estate portfolio. Correct nancing is necessary for a protable 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 nancial 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 nancial markets in order to optimise its nancial structure and to obtain a good composition of short and long-term nancing 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. Low risk and resilient sources of income through long-term leasehold and rental contracts (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. By contracting long-term leasehold and rental agreements, the Company creates long-term cash ows. 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 prole. The fact that on 31 December 2022 still about 30% of the rental income comes from agreements with local authorities, reinforces the low risk prole 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 FINANCIAL RESULT Vision for the future Broadening the Company objectives 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. Expansion of service portfolio Care Property Invest focuses on investments in care and welfare and has also devoted opportunity-driven attention to concept development. Strategic objectives 1. Market expansion and (internal) service portfolio in care and welfare. 2. Managing investor and stakeholder relations. 3. Internationalisation. 4. Follow-up and inuencing of the regulatory framework. 5. Coordination of resources with growth (growth management). 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 nancial 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. Care Property Invest nv / Report of the Board of Directors 48 49 Report of the Board of Directors / Care Property Invest nv 2. Important events 2.1 Important events during the 2022 nancial year Below is a brief overview of acquisitions, divestments, ongoing projects under development and completed projects during the 2022 nancial 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/ 2.1.1 Name Operator Acquisition date Location Year of construction / renovation or expected completion Contract Conv. Value (in € million) Type of transaction New projectswith 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 Classication 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 2.1.2 Projects in The Netherlands Name Operator Acquisition date Location Year of construction / renovation or expected completion Contract Conv. Value (in € million) Type of transaction New projectswith 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 projectsunder 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 2.1.3 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 projectsunder 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 2.1.4 Name Operator Acquisition date Location Year of construction / renovation or expected completion Contract Conv. Value (in € million) Type of transaction New projectswith 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 projectsunder development Sugarloaf Care Centre Silver Stream Healthcare 16/12/2022 Kilmacanogue South Q4 2024 25 years (triple net) €23.4 Share deal New projectssigned under suspensory conditions Friar’s Lodge Nursing Home Brookhaven Healthcare 14/10/2022 Ballinrobe 2004 25 years (triple net) €8.4 Asset deal Care Property Invest nv / Report of the Board of Directors 50 51 Report of the Board of Directors / Care Property Invest nv 2.1.5 2.1.5.1 Mergers Merging company Absorbing company Date effective absorption Date of deed Date ofcial 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/. 2.1.5.2 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 2.1.5.3 Optional dividend 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 conrm 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 nancial 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 xed 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. 2.1.5.4 Capital increase by contribution in kind 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. 2.1.5.5 Entry onto the Irish healthcare real estate market To further develop its strategic growth plan, Care Property Invest entered the Irish healthcare real estate market during the rst 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 nancing 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. Care Property Invest nv / Report of the Board of Directors 52 53 Report of the Board of Directors / Care Property Invest nv 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 gure 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 nancial year. For more details on the acquired projects in Ireland, we refer to the item '2.1.4. Projects 2022 nancial year in Ireland' and to the individual press releases on the Company’s website (https://carepropertyinvest.be/en/ investments/press-releases/). 2.1.5.6 Application for SOCIMI status of Spanish subsidiary Care Property Invest led 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 led an application for SOCIMI status before the end of September 2022 and can therefore benet from the tax- favourable status, with retroactive effect for the 2022 nancial 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 eld with other investors in the Spanish healthcare real estate market, thereby boosting the further expansion of its portfolio in Spain. 2.1.5.7 Obtaining of the fiscal investment institution status in The Netherlands 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 nal with the application of the FBI status. This means that these Companies will get back the corporation tax already paid for the nancial years 2018 to 2022. Henceforth, future returns for these Companies will therefore be led 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. 2.1.5.8 Awards for financial reporting and sustainability reporting 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 nancial reporting. Care Property Invest nv / Report of the Board of Directors 54 55 Report of the Board of Directors / Care Property Invest nv Tavernes Blanques (ES) I Solimar Tavernes Blanques 2.2 Events after the closing of the 2022 nancial year 2.2.1 Additional investments 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 nancial year: 2.2.1.1 Additional projects in The Netherlands 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 undersuspensory conditions Saamborgh Ruurlo Saamborgh Verhuur B.V. 15/03/2023 Ruurlo 2023 20 years (triple net) €11.9 Share deal 2.2.1.2 Additional project in Ireland Name Operator Acquisition date Location Year of construction / renovation or expected completion Contract Conv. Value (in € million) Type of transaction New projects signed undersuspensory conditions Skibbereen Residential Care Centre Brookhaven Healthcare 06/01/2023 Skibbereen 2004 25 years (triple net) €7.5 Asset deal 2.3.1 2.3.1.1 Capital increase in cash 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 nancial 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/). 2.3 Outlook Care Property Invest is actively pursuing the development of a balanced and protable 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 nancial year’ on page 50. The Board of Directors is also continuously exploring various investment and nancing opportunities to realise its activities. Care Property Invest nv / Report of the Board of Directors 56 57 Report of the Board of Directors / Care Property Invest nv 3. Synthesis of the consolidated balance sheet and the global result statement 3.1 Consolidated global result statement 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 nancial costs (-) -929,943 -586,893 XXIII Changes in fair value of nancial 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 reclassications between the items XXIV. Corporation Tax (-) and XXV. Exit tax (-), the gures as at 31 December 2021 were adjusted to allow for correct comparability. 3.2 Net result per share on a consolidated basis 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' prot 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 nancial 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. Care Property Invest nv / Report of the Board of Directors 58 59 Report of the Board of Directors / Care Property Invest nv Notes to the global result statement Operating result 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 nancial 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-nancing 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 prot 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. The variations in the fair value of investment properties amount to €19,326,917 as at 31 December 2022. This reects an overall positive variation in the fair value of the investment properties in portfolio, among others, due to ination that the Company can pass on to its tenants. Also here, these are unrealised variations that are corrected in the adjusted EPRA earnings. Financial result Interest charges rose as a result of the additional raising of borrowed funds to nance 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 reected 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 nancial 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 nancial 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 nancial 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. Taxes 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. Adjusted EPRA earnings 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 Care Property Invest nv / Report of the Board of Directors 60 61 Report of the Board of Directors / Care Property Invest nv Notes to the consolidated balance sheet Investment Properties 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 conrm 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. Other tangible xed assets As at 31 December 2022, this item contains €4,958,248 of ‘tangible xed assets for own use’. The increase compared to 31 December 2021 is explained by the further development of the head ofce in Schoten, of which the provisional delivery took place in January 2022. Finance lease receivables The item ‘nance lease receivables’ includes all nal 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. The decrease in this item is explained by the write-off of the nance lease receivable relating to the ‘Residentie De Anjers' project following the sale during the rst semester of 2022. The fair value of the nance leases amounted to €197,017,859 on 31 December 2022 and was calculated by discounting all future cash ows 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 ows included in the calculation are the initial cash ows 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 conrms a conservative valuation of the nance lease receivables. Trade receivables regarding the projects included in the item ‘Finance lease receivables’ The difference between the nominal value of the building lease payments (included under the item ‘nance lease receivables’) and the fair value, which at the time of making available is calculated by discounting future cash ows, 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 rst semester of 2022. 3.4 Consolidated balance sheet 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 xed assets 4,981,964 4,739,677 E. Financial xed 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 nancial 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 nancial debts 206,541,529 274,600,056 C. Other non-current nancial 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 nancial 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 Care Property Invest nv / Report of the Board of Directors 62 63 Report of the Board of Directors / Care Property Invest nv 3.5 Consolidated balance sheet nance leases at fair value (1) 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 nance 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% (1) This balance sheet has not been prepared in accordance with IFRS standards. The fair value of the nance leases was calculated by discounting all future cash ows at an IRS interest rate prevailing at the closing date, depending on the remaining term of the underlying contract, plus a margin. The cash ows relate to the initial cash ows and thus do not take into account historical and future indexations. (2) The following debts and liabilities are not included in the calculation of the debt ratio: provisions, authorised hedging instruments, deferred taxes and accrued charges and deferred income. 3.6 Net assets and net value per share on a consolidated basis (1) 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 nance 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 nance 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. Debts and liabilities As a result of the high volume of investments made in the course of 2022, which were primarily nanced with loan capital, the Company's nancial debts have increased signicantly. As at 31 December 2022, the Company has an MTN programme at Belus (arranger) amounting to €300 million with dealers Belus 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 nancial debt 5.94 6.55 Nominal amount of current and non-current nancial 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 xed interest rates through swaps. To hedge its debts with a oating 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 xed interest rate. The Company did not enter into any interest rate swaps during the 2022 nancial 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 nancial liabilities relate to the inclusion of the fair value of the nancial 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 nancial xed 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). Care Property Invest nv / Report of the Board of Directors 64 65 Report of the Board of Directors / Care Property Invest nv 5. Outlook 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 nancial 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. 5.1 Assumptions On the basis of the balance sheet and the global result statement for the 2022 nancial year, a forecast has been made for the following nancial years, in accordance with the Company’s accounting policy and in a manner comparable to the historical nancial information. The following hypotheses are used as points of view: Assumptions regarding factors that can be inuenced by the members of the Company’s administrative, management and supervisory bodies directly: • Increase in the Company’s operating expenses and the extent to which service providers pass on ination to the Company; • For the time being, new projects are nanced using own resources from operating activities and additional new credit lines, or the proceeds from issuing commercial paper; • The nancial costs are in line with the increase in nancing during the 2022 nancial year. They also take into account increased interest rates due to changed market conditions. • Additional nancing costs for acquisitions in the course of 2023 were also taken into account. Assumptions regarding factors that cannot be inuenced by the members of the Company’s administrative, management and 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 conrm that 96% of the indexations already passed on have been received at the date of this report; • Further uctuations in the fair value of both the investment properties and the nancial instruments have not been included as they are difcult 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 nancial 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 nance 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. (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. Care Property Invest nv / Report of the Board of Directors 66 67 Report of the Board of Directors / Care Property Invest nv 4. Appropriation of the result 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 nancial 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 nancial 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 nancial year. In the event of a positive net result for the nancial 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 nancial 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). Summary table: 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. 5.2 Conclusion on debt ratio outlook Based on the aforementioned assumptions, the Company still has sufcient 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 nancial 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. 5.3 Conclusion on outlook for dividends and distributable results 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 nancial 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 nancial year, representing an increase in rental income of approximately 24% compared to the 2022 nancial year (total rental income for the 2022 nancial 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 nancial year. After deduction of the withholding tax rate of 15%, this would result in a net dividend of €0.85 per share. 5.4 Statutory auditor’s report on the consolidated nancial forecasts of Care Property Invest nv/sa 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 nancial 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 nancial forecasts for the accounting year 2023: • Adjusted EPRA earnings per share: between € 1,00 and € 1,03; • Rental income: € 67 million. Board of directors’ responsibility It is the Company’s board of directors’ responsibility to prepare the consolidated nancial forecasts and the main assumptions upon which the Forecast is based. Auditor’s responsibility It is our responsibility to provide an opinion on the consolidated nancial 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 nancial 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. . Care Property Invest nv / Report of the Board of Directors 68 69 Report of the Board of Directors / Care Property Invest nv 6. Main risks and insecurities 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 nancial report) which Care Property Invest faces, are regularly monitored by both Management and the Board of Directors, which have dened 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, nancial risks, regulatory risks and other risks. 7. Research and development Care Property Invest has not undertaken any activities within the meaning of Articles 3:6, 3:7, 3:8 and 3:32 BCCA. 8. Treasury shares 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 nancial 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. Opinion 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 nancial information. The board of directors is responsible for the consolidated nancial forecasts including the assumptions referenced above. In our opinion the consolidated nancial 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 nancial 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. Diegem, 27 April 2023 EY Bedrijfsrevisoren bv/ EY Réviseurs d’Entreprises bv Statutory auditor Represented by Christel Weymeersch (1) Partner (1) Acting on behalf of a bv Meise (BE) I Oase Zutphen (NL) I De Gouden Leeuw Zutphen Care Property Invest nv / Report of the Board of Directors 70 71 Report of the Board of Directors / Care Property Invest nv Board of Directors Executive Committee Financial team Investment Committee Operations and Investment Team Audit Committee Legal team Nomination and Remuneration Committee Secretariat-HR-ICT- Communications Sustainability team 10. Internal organisation Care Property Invest 10.1 Internal organisation The internal organisation includes an operations and investment team, a nance 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. 10.2 Workforce 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 nancial year 24.2 20.9 15.3 9. Capital increases within the context of authorised capital 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 nv / Report of the Board of Directors 72 73 Report of the Board of Directors / Care Property Invest nv Deviations from the Code 2020 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 ve 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 justied. 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 specically in the RREC sector. The Company believes that the judgement of these directors - in particular as non- executive 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 specically 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 justied 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 performance- related 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. 11. Corporate Governance Statement 11.1 Corporate Governance Statement 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 specic chapter to corporate governance in its Annual Financial Report. This sets out the Company’s practices relating to correct corporate governance during the relevant nancial year, including the specic 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 sector- specic 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 Ofcial 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 nal 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 specic character of the Company and applied the 2020 Code in accordance with the ‘comply or explain’ principle in 2022. The scope and specic deviations from the 2020 Code are further explained in this Corporate Governance Statement (the ‘Statement’). Care Property Invest nv / Report of the Board of Directors 74 75 Report of the Board of Directors / Care Property Invest nv The design of the internal controls took account of the COSO-model (Committee of Sponsoring Organisations of the Threadway Commission), which is built around ve 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 nancial sector and the 2020 Code. The ve control components considered were: 1. the control environment; 2. the risk management process; 3. the control activities; 4. information and communication; 5. management. Risk management function (Risk Manager) 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 identied, managed and be notied 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 indenite 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’.. Compliance function The Compliance Ofcer 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 Ofcer. The Compliance Ofcer is appointed for an indenite 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 indenite 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. 11.2 Internal audit and risk management This section describes the key characteristics of the systems that the Company has specied relating to internal auditing and risk management. 11.2.1 Internal auditing (methodology) 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 nal responsibility. These appropriate internal controls consist of three components, i.e., 1. risk management (governance risk management + risk manager); 2. compliance (integrity policy and compliance function) 3. internal audit (internal audit procedures + internal audit function); whereas internal audit should not be seen solely as a stand-alone third pillar here, but also as playing a ‘transversal’ role with respect to the two other pillars. The internal control system shall aim in particular to achieve the following elements: • business operations are conducted in an orderly manner, with due care and clearly delineated • the resources deployed are used economically and efciently; • the risks are known and adequately controlled for the protection of assets; • the nancial and management information is sound and reliable; • laws and regulations as well as general policies, plans and internal rules are all complied with. 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. Care Property Invest nv / Report of the Board of Directors 76 77 Report of the Board of Directors / Care Property Invest nv 11.2.3 Risk management 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 identied, managed and be notied 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, conict of interest regulations and the procedures described in the Dealing Code). On the basis of his position, the risk manager fulls 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 nal 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 specic arrangement according to which staff members may express concerns regarding possible irregularities in nancial reporting or other matters in condence. (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, qualications, 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 half- yearly and annual nancial 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 ndings of both internal and external audit. 11.2.4 The control activities The organisation is structured in such a way that all the important decisions concerning strategic, nancial and operational matters are taken by several different people or are at least be subject to control by the management. With regard to the nancial 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 fullled by an external consultant 11.2.2 The control environment Care Property Invest’s governing body has dened 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 specic 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 specically includes, but is not limited to the following elds of work: 1. rules on conicts of interest, 2. rules on incompatibility of mandates, 3. the Company’s code of ethics 4. insider trading and abuse of power (insider trading and market manipulation), 5. rules on abuse of company property and bribery (Article 492 bis of the Criminal Code). Care Property Invest has a compliance ofcer, 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 specically for drafting and testing recommendations. The Compliance Ofcer 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 nancial 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 nancial 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 signicant and unusual transactions, the processing of which may be open to different approaches. The Board of Directors discusses these signicant nancial 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 nancial reporting process to the Board of Directors is further strengthened. The nancial statement and the (semi-)annual nancial 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. Care Property Invest nv / Report of the Board of Directors 78 79 Report of the Board of Directors / Care Property Invest nv 11.2.6 Supervision and monitoring 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 ndings 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 ndings 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, nancial 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. 11.3 Shareholding structure The Company has no knowledge of any shareholders holding more than 5% of the voting rights, as no notications have been received to this effect within the context of the transparency legislation. As at 22 June 2022, KBC Asset Management notied the Company that it no longer exceeds the 3% threshold and has done so since 20 June 2022. On 24 January 2023, Pensio B notied 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 notied 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 notications from KBC Asset Management, Pensio B and Ameriprise Financial Inc, the Company did not receive any new notications during the 2022 nancial year and 2023 nancial 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 nancial 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 prole 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 nancial 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 nancial information provided by the Company. The Company always takes into account the ndings and possible observations of the internal and external auditor. These provide a guide for the Company to optimise its operations in relation to operational, nancial 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 ndings and recommendations are met. 11.2.5 Information and communication 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 nancial and other occasional external information is streamlined and supported by appropriate allocation of responsibilities, coordination between the various employees involved and a detailed nancial calendar. Care Property Invest nv / Report of the Board of Directors 80 81 Report of the Board of Directors / Care Property Invest nv b MARK SUYKENS NON-EXECUTIVE DIRECTOR Chairman Board of Directors Chairman Nomination and Remuneration Committee Chairman Investment Committee Member of the Audit Committee ° 04/01/1952 Riemenstraat 76, 2290 Vorselaar Start 1st mandate 28/01/2004, Chairman of the Board of Directors since 01/01/2006 End of mandate After the OGM of 2025 Current position Retired. Former CEO of the Association of Flemish Cities and Municipalities (VVSG vzw/NPO). Background As a Law graduate, he heads the Board and oversees the interaction between the Board and the Executive Committee. His experience and knowledge in the eld of municipal and public welfare authorities are particularly important to his constructive contribution to the decision- making of the Board and, where appropriate, its communications with the public authorities. Other current mandates Director of Natuurwerk vzw, Director of Regionale Televisie Kempen/ Mechelen vzw, acting Director of Poolstok cvba. Mandates expired in the last 5 years Chairman of the Board of Directors of Pinakes nv Mandates in listed companies / DIRK VAN DEN BROECK EXECUTIVE DIRECTOR Member of the Executive Committee Member of the Audit Committee (advisory) Risk manager ° 11/09/1956 Leo de Bethunelaan 79, 9300 Aalst Start 1st mandate As Non-Executive Director from the establishment of the Company on 30/10/1995 and as Executive Director from 01/07/2012 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 certicates. He is currently active as a director of real estate companies. His nancial 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) Mandates in listed companies As indicated above with . PETER VAN HEUKELOM EXECUTIVE DIRECTOR CEO Chairman of the Executive Committee ° 26/08/1955 Wijnegemsteenweg 85 bus 0007, 2970 Schilde Start 1st mandate 21/05/2003 End of mandate After the OGM of 2022 Current position CEO of Care Property Invest. Background After graduating in Commercial Law and Financial Sciences, specialising in marketing, and post-graduate studies in Health Economics, Peter van Heukelom has continually enhanced his professional experience through courses in the eld of nance/investments in social prot and the public sector. Prior to taking up his position as CEO of the Company in October 2009, he served in several positions, most recently as General Manager Social Prot and Public Sector at KBC Bank. 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 Only mandates held in various subsidiaries of Care Property Invest. 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 Belus Bank in the elds of nance, social prot 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 / Report of the Board of Directors / Care Property Invest nv 11.4 Board of Directors 11.4.1 Current composition of the board of directors On 31 December 2022, the Board of Directors consisted of eleven members, ve of whom were independent directors who met the conditions of the Article 7:87 BCCA). There are ve Executive (Managing) Directors and six non-executive directors. The ve 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. 11.4.2 Changes in the composition of the Board of Directors during the 2022 The Annual Meeting held on 25 May 2022 approved the proposals to reappoint the following persons as directors as their terms of ofce came to an end after the 2022 Annual Meeting: • Mr Peter Van Heukelom, as executive director, for a term of 4 years until after the end of the ordinary general meeting of shareholders in 2026; • Mr Paul Van Gorp, as non-executive director, for a term of 1 year until after the end of the ordinary general meeting of shareholders in 2023; • Ms Caroline Riské, as non-executive director, for a term of 4 years until after the end of the ordinary general meeting of shareholders of 2026; • Ms Brigitte Grouwels, as non-executive director, for a term of 4 years, until after the end of the ordinary general meeting of shareholders in 2026. Care Property Invest nv / Report of the Board of Directors 82 83 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 Qualied 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 elds. 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 / PAUL VAN GORP 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 ats and nine general hospitals. As Managing Direcotr of non- prot 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 / BRIGITTE GROUWELS NON-EXECUTIVE INDEPENDENT DIRECTOR Member of the Nomination and Remuneration Committee Member of the Audit Committee ° 30/05/1953 Parkdreef 45 bus 44, 1000 Brussel Start 1st mandate 20/05/2015 End of mandate After the OGM of 2025 Current position Retired Background Former People’s Deputy for the Brussels-Capital Region, Vice-Chairman of the Flemish Community Commission and Senator. Her political career includes the following public functions: Member of the Parliament of the Brussels-Capital Region (1992-97)/Member of the Flemish Parliament (1995-97)/Flemish Minister for Brussels Affairs and Equal Opportunities Policy (1997-99)/Party leader in the Parliament of the Brussels-Capital Region and member of the Flemish Parliament (1999 -2004)/ State Secretary Brussels-Capital Region (2004-2009), responsible for Equal Opportunities Policy, Public Administration and the Port of Brussels/member of Flemish Community Commission (VGC) for Welfare, Health and Family, Ethnic and Cultural Minorities and Civil Service Affairs/Minister of the Brussels Regional Government (2009-2014) responsible for Public Works and Transport, Information Technology Policy, Port of Brussels/ member of Flemish Community Commission for Welfare, Health and Family Affairs (including Flemish local service centers, child care, care of the disabled and other areas)/Ethnic and Cultural Minorities and media policy/member of Joint Community Commission for Assistance to persons (bi-Community N/F rest homes, care of the disabled, etc./guardianship of CPASs/OCMWs and Public Hospitals). 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 Start 1st mandate 27/05/2020 End of mandate 29/05/2024 Current position Chief Operating Ofcer 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. Other current mandates Various mandates held in subsidiaries 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 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 Start 1st mandate 27/05/2020 End of mandate 29/05/2024 Current position CEO Nextensa nv 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. Other current mandates Various mandates held in subsidiaries of Nextensa Director Retail Estates NV and ULI Belgium Mandates expired in the last 5 years / Mandates in listed companies Director of Nextensa NV and Retail Estates 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 End of mandate 29/05/2024 Current position Chief Financial Ofcer 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 Ofcer until 31/12/2019. 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 Only mandates held in various subsidiaries of Care Property Invest. Mandates in listed companies / 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 End of mandate 29/05/2024 Current position Director of companies 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 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 Director Infrabel (mandate expires in May 2021) and director Antwerp Symphonic Orchestra. Mandates in listed companies / Care Property Invest nv / Report of the Board of Directors 84 85 Report of the Board of Directors / Care Property Invest nv 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 nancial 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. 11.4.5.3 Minutes 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 ofce. The Board of Directors appointed Ms Nathalie Byl as secretary. 11.4.5.4 Integrity and commitment of the directors 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 clarication whenever they deem it necessary. Although they are part of the same collegiate body, both executive and non- executive directors each have a specic and complementary role on the Board. The executive directors provide the Board of Directors with all relevant business and nancial information to enable it 11.4.3 Proposed amendments to the General Meeting of 2023 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. 11.4.4 Assignments of the Board of Directors 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 nancing strategy of the Company, closes the annual nancial statements, and draws up the half-yearly and quarterly nancial 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, nancial analysts and the general public, such as prospectuses, Annual and Half- yearly 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. 11.4.5 Functioning of the Board of Directors 11.4.5.1 Frequency and convocation of meetings 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. 11.4.5.2 Deliberations and voting 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 Care Property Invest nv / Report of the Board of Directors 86 87 Report of the Board of Directors / Care Property Invest nv • Establishment and acquisition of Dutch, Spanish and Irish subsidiaries. • Discussion and nomination to the general meeting of the reappointment of directors • Discussion risk plan. • Discussion debt ratio. • Discussion Sustainability Report. • Discussion IT security. 11.4.7 Remuneration of the directors See further in the remuneration report, point ‘11.11.2.4 Overview of the remuneration for directorships in the 2022 nancial year’ on page 111 hereafter. 11.4.8 Committees of the board of directors The Board of Directors has set up Committees in its midst to assist and advise the Board of Directors in their specic areas. They have no decision- making power but report to the Board of Directors, respectively the Executive Committee which takes the nal decisions. 11.4.8.1 Nomination and Remuneration Committee 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 non- executive 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 eld 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. 11.4.8.1.1 THE ROLE OF THE NOMINATION AND REMUNERATION 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 nancial 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 full its role effectively. The non- executive 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 condential information they have received in their capacity as directors with due care and may use it only in the context of their mandate. 11.4.5.5 Representation 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 ofcial or ministerial ofcer cooperates, as well as in judicial matters, either by two directors acting jointly or, within the limits of day- to-day management, by two members of the Executive Committee acting jointly. 11.4.6 Activity report of the board of directors During the 2022 nancial year, the Board of Directors met 18 times. The main agenda items handled by the Board of Directors during the 2022 nancial year can be summarised as follows: • Operating and nancial reporting. • Analysis and approval of the nancial and business plan. • Analysis and approval of budgeting. • Discussion of the nancial and investment strategy. • Analysis and determination of the Company’s strategic initiatives. • Reporting on the implementation of decisions taken. • Internal audit reporting • Reporting by the effective leaders on internal control. • Reporting of the Nomination and Remuneration Committee • Reporting of the Audit Committee • Preparation of Interim Statements, Annual and Half-yearly Reports. • Discussion and approval press release on the annual gures. • Remuneration policy and bonus scheme. • Decision to proceed with a long-term incentive plan including discussion and decision on Share Purchase Plan. • Staff framework. • Evaluation of the size, composition and functioning of the Board of Directors and its interaction with the Effective Leaders. • Preparation of the general and extraordinary general meetings. • Preparation of the special reports of the Board of Directors within the framework of a capital increase by means of a contribution in kind and an optional dividend. • Analysis and approval of investment les. • Approval of merger proposals and realisation of these mergers. As at 31 December 2022, the Board of Directors consists of 11 members, 5 of whom are independent directors. Care Property Invest nv / Report of the Board of Directors 88 89 Report of the Board of Directors / Care Property Invest nv 11.4.8.2 Audit committee 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 qualications 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. 11.4.8.2.1 THE ROLE OF THE AUDIT COMMITTEE In summary, the Company’s Audit Committee has the task of ensuring the accuracy and reliability of all nancial information, both internal and external. It ensures that the Company’s periodic nancial 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 nancial statements before they are published. The Audit Committee also veries 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. 11.4.8.2.2 THE FUNCTIONING AND RESPONSIBILITIES OF THE AUDIT COMMITTEE The Audit Committee meets at least 4 times a year, i.e., at the end of each quarter, and then reports its ndings to the Board of Directors. Its main tasks are the following: • notifying the Board of Directors of the result of the statutory audit of the nancial statements and, as the case may be, the consolidated nancial statements and explaining how the statutory audit of the nancial statements and, as the case may be, the consolidated nancial statements contributed to the integrity of the nancial reporting and the role played by the Audit Committee in that process; • monitoring the Company’s quarterly periodic nancial reports, consisting of monitoring the integrity and accuracy of the gures and the relevance of the accounting standards applied, and making recommendations or proposals to ensure the integrity of the process; 11.4.8.1.2 THE FUNCTIONING AND RESPONSIBILITIES OF THE NOMINATION AND REMUNERATION COMMITTEE 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 efciency, its functioning and its synergy with the Board of Directors, revises its internal regulations and recommends subsequently, when applicable, the necessary modications 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. 11.4.8.1.3 ACTIVITY REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE During the 2022 nancial year, the Nomination and Remuneration Committee met 3 times to discuss the following matters: • Evaluation of the interaction of the non-executive directors and the Executive Committee. • Evaluation Board of Directors. • Determination of the amount of the variable remuneration of the CEO, CFO and COO for performance year 2021, payable in 2022-2023-2024. • Determination of the parameters of the variable remuneration for the management. • Discussion of remuneration policy • Discussion of the remuneration report that is part of the corporate governance statement. • Proposal to reappoint one executive director. • Proposal to reappoint three non- executive directors. • Collective suitability of directors. Care Property Invest nv / Report of the Board of Directors 90 91 Report of the Board of Directors / Care Property Invest nv 11.4.8.3 Investment Committee 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 elds 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. 11.4.8.3.1 THE ROLE OF THE INVESTMENT COMMITTEE The Investment Committee is an advisory body charged with the task of advising on investment and possible divestment les in order to speed up the decision-making process. The Board of Directors, respectively the Executive Committee, remains responsible for supervising and taking the nal decision on this matter. The Investment Committee carries out its task in accordance with the Company’s Integrity Policy. 11.4.8.3.2 THE FUNCTIONING AND RESPONSIBILITIES OF THE INVESTMENT COMMITTEE The Investment Committee meets on an ad hoc basis, i.e., whenever the discussion of a concrete le is deemed necessary. The Investment Committee then formulates its ndings and verdict on a le to the Board of Directors. The nal decision on a handled le is always taken by the Board of Directors, respectively the Executive Committee of the Company. The Investment Committee is responsible for the following tasks: • selection of investment les (or possible divestment les) • analysis of investment les (or possible divestment les) • preparation of investment les (or possible divestment les) • following up on the negotiations 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. • monitoring the effectiveness of the internal control and risk management systems, including the adaptation of the IT system to cover risks relating to IT security and internal security as much as possible, as well as monitoring the internal audit and its effectiveness; • following up the recommendations of the external consultant acting as the internal auditor; • monitoring the statutory auudit of the annual and consolidated nancial statements, including following up the questions and recommendations formulated by the statutory auditor; • assessing and monitoring the independence of the statutory auditor, in particular assessing whether the provision of additional services to the Company is appropriate. More specically, the Audit Committee analyses with the statutory auditor the threats to his independence and the security measures taken to mitigate these threats, when the total fees in a public-interest entity, exceed the criteria set out in Article 4, § 3 of Regulation (EU) No 537/2014; • recommend to the Board of Directors of the Company for the appointment of the statutory auditor and, where appropriate, the auditor responsible for the statutory audit of the consolidated nancial statements, in accordance with Article 16(2) of Regulation (EU) No 537/2014. 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 nancial 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. Care Property Invest nv / Report of the Board of Directors 92 93 Report of the Board of Directors / Care Property Invest nv La Reposée (BE) I Bergen 11.4.9 Overview of the directors and their attendance at meetings until 31 december 2022: 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 11.5 Executive Committee 11.5.1 Executive Committee and effective managers 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. 11.5.2 Executive Committee in 2022 11.5.2.1 The role of the Executive Committee 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, nancial 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 nancial reporting process in accordance with the applicable standards for annual nancial statements, the accounting standards and the valuation rules of the Company. • Proposing a balanced and comprehensible assessment of the Company’s nancial 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. Care Property Invest nv / Report of the Board of Directors 94 95 Report of the Board of Directors / Care Property Invest nv The full board. 11.5.2.2 The powers and functioning of the Executive Committee The powers of the Executive Committee include at least the following elements: • Analysis, denition and setting out proposals of the Company’s general policy and strategy, and presenting this to the Board of Directors for discussion and adoption (including the general policy themes relating to nancial management, risk management, preparing the business plan and the budget). • Analysis, review and approval of investment and disposal projects in line with the general strategy determined by the Board of Directors and preparing recommendations to the Board of Directors relating to property projects. • Detailing, preparing and presenting proposals to the Board of Directors or its Committees, if any, relating to all issues that fall within their responsibility. • All nancial and non-nancial communication, including publication of the Company’s mandatory disclosures (including the statutory and consolidated annual nancial statements, the annual and half yearly nancial reports and interim statements) and other key nancial and non-nancial information, based on mandatory or voluntary disclosure. • Operational management of the Company; daily operations that includes the following aspects, not limited to the listed items. • Implementing the decisions made and policies issued by the Board of Directors. • The commercial, operational and technical management of the property assets. • Managing the nancial liabilities. • Preparing nancing schemes relating to investment projects. • The introduction and continued implementation of a suitable internal control in accordance with the RREC Law (including an independent internal audit function, a risk management function and a risk policy, and an independent compliance functions including integrity policy), based on the reference framework as adopted by the Board of Directors and any committees, without prejudice to the statutory requirements to persons tasked with the internal controls as set out in the RREC Law. • Organisation and management of the supporting functions, including: • human resources, including recruitment, training and remuneration of the Company’s personnel; • internal and external (if relevant) communication; • the management of the information systems (IT); • legal and tax issues. • Providing all the information in due course that the Board of Directors requires for the performance of its obligations. 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 nance 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. Care Property Invest nv / Report of the Board of Directors 96 97 Report of the Board of Directors / Care Property Invest nv 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 specic 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 conict 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. 11.5.2.2.1 COMPOSITION 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 rst mandate End of mandate of the Executive Committee Peter Van Heukelom Chief Executive Ofcer (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 Ofcer (CFO) and managing (executive) director 07/01/2016 After the OGM of 2024 Valérie Jonkers Chief Operation Ofcer (COO) and managing (executive) director 07/01/2016 After the OGM of 2024 The term of ofce of the members of the Executive Committee coincides with the duration of their term of ofce in the Board of Directors. 11.5.2.3 Remuneration of the members of the Executive Committee See further in the remuneration report, point ‘Global overview (gross) remuneration of the Executive Directors for the 2022 nancial year (in €)’ on page 118 hereafter. 11.6 Statements concerning the directors, effective leaders and members of the management team (Annex I to the Delegated Regulation (EU) No 2019/980) All directors of the Company have declared that they have not been convicted of fraud offences during the aforementioned ve 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 ve years. However, Valérie Jonkers, Willy Pintens and Peter Van Heukelom were members and directors of Frontida, a non- prot association with registered ofces 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 ofcial 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 (xed) 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. Care Property Invest nv / Report of the Board of Directors 98 99 Report of the Board of Directors / Care Property Invest nv The following directors hold following shares in the Company as at the date of 31 December 2022: • Valérie Jonkers (6,501), • Willy Pintens (2,782); • Mark Suykens (2,709); • Dirk Van den Broeck (7,508 (1) ); • Paul Van Gorp (3,000); • Peter Van Heukelom (17,514); • Filip Van Zeebroeck (7,199). 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 11.7 Diversity policy The Board of Directors takes into account gender diversity, diversity in general and complementarity in terms of skills, experience and knowledge when dening the long- term 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. (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 justies the discount with, among other things, the lock-up period of 2 years. 11.8 Prevention of conicts of interest Each director and effective manager is encouraged to arrange his/her personal and business affairs so as to avoid any direct or indirect conicts of interest with the Company. With regard to the regulation of conicts 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 specic procedures to offer a way of resolving potential conicts. 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 conicts of interest. 11.8.1 Committee If a director has, directly or indirectly, an interest of a proprietary nature that conicts 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 conicts of interest when they arise and must abstain from voting on these matters. Any abstention due to a conict 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 conict of interest arising from the RREC Law, Care Property Invest requires each (managing) director or member of the Executive Committee to avoid conict of interest as far as possible. If a conict of interest (not covered by the statutory regulations on conicts 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 conict 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 conicts of interest cannot affect the validity of decision-making by the Board of Directors. 11.8.1.1 Conflicts of interest relating to transactions with affiliated companies Care Property Invest also serves the procedure of the then applicable Article 7:97 BCCA. In the nancial year 2022, the Company had no persons qualifying as afliated persons within the meaning of Section 7:97 BCCA, being natural persons or legal entities afliated with the Company and which are not a subsidiary of the Company. Care Property Invest nv / Report of the Board of Directors 100 101 Report of the Board of Directors / Care Property Invest nv The Board of Directors ensures that in accordance with the provisions of the RREC Law, the Company is managed in the sole corporate interest. 11.8.1.2 Conflicts of interest concerning transactions with affiliated persons, the effective managers and staff of the company Transactions between the Company or an afliated 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 benets are gained through such a transaction by persons including those listed below: • the persons who control the public RREC or hold participating interests in it; • the promoters of the public RREC; • the persons with whom the RREC or a promoter of the RREC are afliated or with which the RREC or a promoter of the RREC have a participating interest relationship; • the directors, managers, members of the Executive Committee, the persons responsible for the daily management, the effective leaders of the RREC or the promoters of the RREC, or the persons who control the Company or hold participating interests in the Company. In its notication 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 nds that the information in the aforementioned notice is insufcient, 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 nancial report and the statutory auditor’s report. Pursuant to Article 38 of the RREC Law, these provisions do not apply to: • transactions relating to a sum of less than the lower of 1% of the Company’s consolidated assets and €2,500,000; • the acquisition of securities by the Company in connection with a public issue by a third-party issuer for which a promoter of the RREC or one of the persons referred to in Article 37 § 1 of the RREC Law act as intermediaries within the meaning of Article 2, 10° of the Act of 2 August 2002; • the acquisition of or subscription to shares in the Company issued pursuant to a decision of the general meeting by the persons referred to in Article 37 § 1 of the RREC Law; and • transactions relating to cash and cash equivalents of the Company or one of its subsidiaries, provided that the person acting as the counterparty has the status of intermediary within the meaning of Article 2, 10°, of the Act of 2 August 2002 and that these transactions are conducted at market- based conditions. 11.8.2 Pursuant to Article 7:96 BCCA, a director who has a direct or indirect interest of a patrimonial nature that conicts 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 conicted director’s statement and explanation of the nature of this conicting 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 led together with the nancial 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 conict 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 conict of interest within the meaning Care Property Invest nv / Report of the Board of Directors 102 103 Report of the Board of Directors / Care Property Invest nv of Article 7:96 of the BCCA, given that they are beneciaries of the bonus as explained in agenda item 7. Consequently, they were excluded from the deliberation and vote for this specic agenda item. Peter Van Heukelom declared that he had a conict 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 specic agenda item. Paul Van Gorp, Carol Riské and Brigitte Grouwels declared that they had a conict 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 specic agenda item.’ In the minutes of the Board of Directors’ meeting of 17 May 2022, a conict of interest was noted in respect of Ms Caroline Riské. The minutes state: ‘Carol Riské declares to have a conict 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 conict 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: (i) Peter Van Heukelom declares, in application of Article 7:96 of the Code of Companies and Associations, to have an interest of a patri- monial nature, conicting with that of the Company, with respect to the agenda item 5, as Peter Van Heukelom was/is, on the one hand, a director of the Company and, on the other hand, as CEO of the Com- pany, was/is a beneciary of the (variable) remuneration policy of the Company for the 2020 nancial year (the Variable Remuneration 2020). As such, the decision regarding the Variable Remuneration 2020 may have patrimonial consequences for Peter Van Heukelom which may conict with the interest of the Company, as Peter Van Heukelom would (could) have been entitled to remuneration at the Company’s expense pursuant to the Variable Remuneration 2020. (ii) Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck de- clare, in application of Article 7:96 of the Code of Companies and Associations, to have an interest of a patrimonial nature, conicting with that of the Company, in relation to the decision under item 6 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 beneciaries of the (variable) remuneration policy of the Company for the 2021 nancial year (the Variable Remuneration 2021). As such, the decision with regard to the Variable Remunera- tion 2021 may have proprietary consequences for Peter Van Heuke- lom, Valérie Jonkers and Filip Van Zeebroeck which are conicting 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 de- clare, in application of Article 7:96 of the Code of Companies and Associations, to have an interest of a patrimonial nature, conic- ting 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 beneciaries of the (variable) remuneration policy of the Company for the 2022 nancial year (the Variable Remunerati- on 2022). As such, the decision with regard to the Variable Remu- neration 2022 may have proprietary consequences for Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck that are con- trary 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. […] 5. Conrmation and ratication Variable Remuneration 2020 Prior to the discussion of this agenda item, Peter Van Heukelom left the meeting as he had a nancial interest that could conict with that of the Company, as explained above. Prior to the discussion of this agenda item, the directors present conrmed that they had taken note of Peter Van Heukelom’s statement regarding the aforementioned conict 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 nancial 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 Care Property Invest nv / Report of the Board of Directors 104 105 Report of the Board of Directors / Care Property Invest nv 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 conrm the Variable Remuneration 2020 and to ratify (with retroactive effect) the Resolution dated 18 March 2020. 6. Conrmation and ratication Variable Remuneration 2021 Prior to the discussion of this agenda item, Peter Van Heukelom, Valérie Jonkers and Filip Van Zeebroeck left the meeting as they had a nancial interest that could conict with that of the Company, as explained above. The directors in attendance conrmed 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 conicts 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 nancial 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 conrm the Variable Remuneration 2021 and to ratify (with retrospective effect) the Resolution dated 9 March 2021. 7. Conrmation and ratication Variable Remuneration 2022 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 conicting with that of the Company, as explained above. The directors in attendance conrmed 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 conicts 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 nancial 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 nancial 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 conrm 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 conict 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 conict 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 conicts 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 conict of interest with their obligations to the Company. Care Property Invest nv / Report of the Board of Directors 106 107 Report of the Board of Directors / Care Property Invest nv 11.8.3 Supervison of transactions in Care Property Invest shares 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 ofcer 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. 11.9 The powers of the administrative body, in particular with regard to the possibility of issuing or repurchasing shares 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 ve (5) years, counting from publication in the attachment of the Belgian Ofcial 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 ve (5) years, counting from publication in the Belgian Ofcial 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 nancial year, the Company acquired 7,500 own shares. The Company no longer holds any own shares as at 31 December 2022. 11.10 Evaluation process 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: • assessing the functioning of the Board of Directors; • checking that important items of business are thoroughly prepared and discussed; • evaluating the actual contribution of each director, his or her attendance of meetings of the Board and his or her constructive involvement in discussions and decision-making; • examining whether the current composition of the Board of Directors corresponds to the desirable composition. 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. Care Property Invest nv / Report of the Board of Directors 108 109 Report of the Board of Directors / Care Property Invest nv 11.11 Remuneration report 2022 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 specic 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 nancial 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 nancial 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 denitively 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 specically consulted in the table ‘Overview of the evolution over the last 5 nancial years’ on page 119. 11.11.1 Applied policy 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 nancial 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 nancial year as shown below. 11.11.2 Remuneration of Executive and Non-Executive Directors 11.11.2.1 Remuneration of the Non-Executive Directors In accordance with the decision of the Ordinary General Meeting of 25 May 2022, the Chairman of the Board of Directors received a xed remuneration of €20,000 for the 2022 nancial year. The other Non-Executive Directors received an annual xed 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 xed, at-rate payments. The non-executive directors did not receive any variable remuneration or a share- related remuneration. 11.11.2.2 Remuneration of Executive Directors other than the CEO, CFO and COO 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 xed remuneration of €10,000 for their mandate as a member of the Executive Committee, supplemented by a xed 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 xed, at-rate allowances. There is no variable remuneration provided, nor is there a share- linked remuneration. 11.11.2.3 Remuneration of the CEO, CFO and COO in their capacity as Director The CEO, CFO and COO do not receive any remuneration in their capacity as Director. 11.11.2.4 Overview of the remuneration for directorships in the 2022 financial year 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 nancial 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 nancial year’). Care Property Invest nv / Report of the Board of Directors 110 111 Report of the Board of Directors / Care Property Invest nv 11.11.3 Remuneration of the CEO, CFO and COO In general 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 xed remuneration, a variable remuneration in the form of short-term and long-term bonuses and other components (hospitalisation insurance, meal vouchers (CEO only) and benets 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 beneciary 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 xed remuneration. The LTIP consists of a so-called cash performance plan with a three-year performance period, under which the beneciaries can use the net cash proceeds to acquire shares of the Company as part of a lock-up discounted share purchase plan. Fixed remuneration The xed 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). Short-term annual incentive 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 beneciary's annual xed 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 xed remuneration. Additionally, the incentive will be capped at 60% of the annual xed 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 xed 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 specic strategic priorities and the economic climate in a given year. Performance (% target) (incentive zone) Incentive (% target bonus) (pay-out zone) % of xed 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 (rst 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 beneciary 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 nancial year is subject to the achievement of the following performance criteria: Performance criteria Strategic objective Financial Criterion Weight EPS according to nancial plan 65% Creating value for shareholders Operational margin 10% Creating value for shareholders TOTAL 75% Non- nancial- Development of a mobility plan with science- based objectives 25% Implementation of sustainability targets and strategy to reduce carbon footprint TOTAL 25% Care Property Invest nv / Report of the Board of Directors 112 113 Report of the Board of Directors / Care Property Invest nv The Nomination and Remuneration Committee monitored the extent to which the nancial targets were met on 8 March 2023. The achievement of the non-nancial 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 Financial 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% Non- nancial 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 nancial years, vested as at 31 December 2022: For the 2020 nancial year, the short-term incentive amounted to a maximum of 50% of the xed remuneration. The Incentive is spread over three years (2020, 2021 and 2022); for the 2021 nancial 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 nancial year, the short-term incentive amounted to a maximum of 50% of the xed remuneration. The Incentive is spread over three years (2021, 2022 and 2023); for the 2021 nancial 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 nancial 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 nancial year. Part of the annual short-term bonus for the 2022 nancial year, vested as at 31 December 2022, in accordance with the new remuneration policy For the 2022 nancial year, the variable remuneration in accordance with the objectives achieved was set at 50% of the xed remuneration. The Incentive is spread over three performance years (2022, 2023, 2024); for the 2022 nancial year (rst performance period), the rst 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 beneciary. Performance criteria CEO for the 2022 performance year (in €) Criterion Weight Year variable remuneration Due on 31/12/2022 Financial EPS according to nancial 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-nancial 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 Performance criteria CFO for the 2022 performance year (in €) Criterion Weight Year variable remuneration Due on 31/12/2022 Financial EPS according to nancial 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-nancial 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 Care Property Invest nv / Report of the Board of Directors 114 115 Report of the Board of Directors / Care Property Invest nv Performance criteria COO for the 2022 performance year (in €) Criterion Weight Year variable remuneration Due on 31/12/2022 Financial EPS according to nancial 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-nancial 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 Long-term annual incentive (performance cash plan) Under the new long-term incentive plan valid for the 2022, 2023 and 2024 nancial years (the three-year performance period), beneciaries 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 nancial year following the nancial year of grant (a rst time in 2025). The net cash proceeds from the payment of the long-term incentive can be used by the beneciaries 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-nancial 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 rst three months of the nancial year following the end of the three-year performance period to what extent the nancial 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 nancial year. The performance criteria for the three-year performance period 2022-2024 are set out as follows: Period 2022-2024 Financial Criterion Weight Realisation on 31 December 2022 Dividend per share 30% Continuous performance period Share price evolution above median compared to peers (1) 10% Portfolio growth 40% Total 80% Non-nancial ESG 60% Environment: - reducing CO 2 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 nancial year up to and including 2024 for the long-term incentive (LTI) is still ongoing. Shares acquired as part of the 2019 and 2019bis Share Purchase Plans 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 nancial year and paid out in March 2022, pursuant to the ‘Share Purchase Plan 2019bis’ applicable in the 2019-2021 nancial years which allowed the beneciaries 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 justies 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 beneciaries 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 nancial 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 xed 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. Care Property Invest nv / Report of the Board of Directors 116 117 Report of the Board of Directors / Care Property Invest nv The Company considers this to be a market-based price, and justies 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 beneciaries 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 beneciary of the total number of shares purchased cf. the Share Purchase Plans 2019 and 2019bis: Beneciary 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 nancial years have been vested by the beneciaries and are only subject to a lock-up of three (3) and two (2) years respectively. Global overview (gross) remuneration of the Executive Directors for the 2022 nancial year (in €) 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 Benets in kind 9,144 4,640 4,755 0 0 Variable remuneration acquired in nancial years 2020/2021/2022 331,531 172,087 172,087 0 0 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 xed remuneration includes the amount of ‘xed remuneration in shares’ which was still shown separately in the remuneration report for the 2021 nancial year and, as explained in the new remuneration policy, is unchanged as part of the xed 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 nancial year. 11.11.4 Annual change in the average remuneration of the employees and effective leaders and the annual 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 nancial year and the lowest remuneration (in full-time equivalent) of the employees is 13.57. Overview of the evolution over the last 5 nancial years 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 xed remuneration of the managing directors (other than the CEO, CFO and COO) uctuates from year to year. 11.11.5 Severance pay There were no departing directors or departing members of executive management in 2022. Accordingly, no severance pay was granted or paid out in 2022. 11.11.6 Reclaiming of variable remuneration 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. Care Property Invest nv / Report of the Board of Directors 118 119 Report of the Board of Directors / Care Property Invest nv 11.12 Other relevant parties 11.12.1 The auditor The audit of the nancial situation, the nancial 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 rms 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 ofce 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 nancial statements as at 31 December 2024. The fees at consolidated level of the current statutory auditor for the 2022 nancial 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. 11.12.2 Internal audit The internal audit function within the meaning of article 17 §3 of the RREC Law is fullled 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 indenite duration with Mazars Advisory Services bv, with registered ofce at Manhattan Ofce 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 ll the internal audit function during the 2023-2025 nancial years, a xed-term agreement was concluded on 6 December 2022 with BDO Advisory bv, with registered ofce at rue Stassart 35, 1050 Brussels, represented by Mr Wim Verbelen and effective from 1 February 2023. 11.12.3 Real estate expert The Company appoints three real estate experts to value the property portfolio (in Belgium, The Netherlands, Spain and Ireland) based on a xed-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 nancial 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 rst 40 units) rst entry at € 1,250 € 40 per unit (from the 41st unit) projects in project phase at 75% rst valuation at 30% with a minimum of € 1,500 nal valuation at 50% with a minimum of € 1,000 projects in project phase at 75% On 1 April 2020, Cushman & Wakeeld 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 nancial 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 nancial 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 Care Property Invest nv / Report of the Board of Directors 120 121 Report of the Board of Directors / Care Property Invest nv Gullegem (BE) I Tilia IV. Care Property Invest on the stock market 1. Stock price and volume 1.1 Number and types of shares 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 oat 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. IV. CARE PROPERTY INVEST ON THE STOCK MARKET 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%. Share price per share (in €) IFRS NAV per share (in €) EPRA NAV per share (in €) Care Property Invest BEL Mid (in %) BEL 20 EPRA Index (in %) 0 5000 10000 15000 20000 25000 30000 35000 20222021202020192018201720162015 -40 -30 -20 -10 0 10 20 30 40 50 60 70 80 90 100 20222021202020192018201720162015 Comparison stock price shares (in %) Evolution of the share price in relation to the net value (or net asset value) of the share Liquidity of the shares (Average number of shares traded per day ) Evolution market capitalisation (in € million) 0 100 200 300 400 500 600 700 24/01/2023 20222021202020192018201720162015 200 270 359 390 602 649 693 437 541 0 5 10 15 20 25 30 20222021202020192018201720162015 Care Property Invest nv / Care Property Invest on the stock market 124 125 Care Property Invest on the stock market / Care Property Invest nv 2. Dividend policy 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 sufcient prot, part of the prot is reserved and transferred to the following nancial years in order to have more own funds for pre-nancing and to provide the shareholders, in accordance with the original prospectus (1) , a stable dividend for the subsequent nancial 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 prots within the Company to nance 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 nancial 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 nancial year. For the 2023 nancial 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 Serviceats Invest nv./sa. 1.2 Index inclusions of the Care Property Invest share 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 half- yearly nancial 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% 3. Bonds and short-term debt securities 3.1 MTN programme For the nancing of its projects, the Company also relies on the capital market by issuing bonds and commercial paper through an MTN programme with Belus as arranger and Belus 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 nancing is composed as follows: 3.1.1 Bonds 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 Evolution of the gross dividend (in €/share) since initial public offering (1) Decrease in earnings per share, by creation of additional shares by optional dividend. (2) Decrease in earnings per share, by creation of additional shares through a capital increase in 2015. Although the proceeds of the capital increase were used for new investments in the remaining months of 2015, the result only became apparent in 2016. (3) Earnings per share on the rise, despite 2 capital increases in 2019 totalling €23 million (capital + share premium), 3 capital increases in 2020 totalling €99 million (capital + share premium), 2 capital increases in 2021 totalling €68 million (capital + share premium) and 2 capital increases in 2022 totalling €18 million (capital + share premium). (4) Outlook. Decrease in earnings per share, due to creation of additional shares by capital increase on 24 January 2023 of €108 million (capital + share premium). EPS between €1.00 and €1.03. DPS €1.00. Adjusted EPRA earnings (in €/share). Gross dividend (in €/share) - On 24 March 2014 a share split took place (1/1,000). 0.46 0.47 0,0 0,3 0,6 0,9 1,2 1,5 2023202220212020201920182017201620152014201320122011201020092008200720062005200420032002200120001999199819971996 0.37 0.52 0.52 0.53 0.55 0.61 0.77 0.73 (1) 0.66 (2) 0.65 0.74 0.86 0.92 (3) 0.99 (3) 1.06 (3) 1.24 (3) 0.32 0.29 0.30 0.35 0.39 0.48 0.47 0.49 0.51 0.51 0.34 0.34 0.30 0.30 0.35 0.39 0.41 0.41 0.46 0.47 0.48 0.49 0.49 0.51 0.51 0.51 0.51 0.55 0.63 0.63 0.63 0.63 0.68 0.72 0.77 0.80 0.87 1.00 1.03 - 1.00 (4) 1.00 Care Property Invest nv / Care Property Invest on the stock market 126 127 Care Property Invest on the stock market / Care Property Invest nv 4. Shareholding structure The Company has no knowledge of any shareholders holding more than 5% of the voting rights, as no notications have been received to this effect within the context of the transparency legislation. On 22 June 2022, KBC Asset Management notied the Company that it no longer exceeds the 3% threshold and this since 20 June 2022. On 24 January 2023, Pensio B notied 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 notied 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 notications. Apart from this new notications by KBC Asset Management, Pensio B and Ameriprise Financial Inc, the Company received no new notications for exceeding or falling below the 3% threshold during the 2022 en 2023 nancial years (up to the date of this report). 3.1.2 Short-term debt securities 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. 3.2 Sustainability bonds 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. 5. Financial calendar 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. (1) The number of shares changed following (i) the optional dividend offered by Care Property Invest to its shareholders on 25 May 2022. The success ratio of this optional dividend amounted to 24.63%, which led to a strengthening of equity by €4,030,287 and the issue of 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 total of 27,741,625 fully paid-up shares with voting rights. (2) The number of shares changed following the capital increase in cash which Care Property Invest offered to its shareholders on 11 January 2023 via a public offering for subscription followed by a private placement of the scrips in an ‘accelerated bookbuilding’ (accelerated private placement with composition of an order book). The subscription period had a success rate of 63.90% after which 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 amounts to €220,065,062 and is represented by a total of 36,988,833 fully paid-up shares with voting rights. Bonheiden-Rijmenam (BE) I Ter Bleuk Care Property Invest nv / Care Property Invest on the stock market 128 129 Care Property Invest on the stock market / Care Property Invest nv Oudsbergen (BE) I Ter Meeuwen V. EPRA Care Property Invest nv / EPRA 132 133 EPRA / Care Property Invest nv 1. EPRA (European Public Real Estate Association) - Membership 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-prot 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 nancial reporting which from the annual nancial report of the nancial year 2016 on were included in the half-yearly and annual nancial 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 nancial 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 nancial year to apply the EPRA standards as completely as possible in its yearly and half-yearly nancial 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 nancial reporting and also wants to earn this recognition in the coming nancial 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 nancial 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 nancial year in September 2022. The Company is pleased with this recognition of the efforts made in the eld of sustainability reporting and intends to continue to make progress in this area in the future. V. EPRA 1.2 EPRA key performance indicators: detailed overview the FSMA. The statutory auditor has veried for the EPRA indicators relating to 2022, by means of a limited review, that these data have been calculated in accordance with the denitions of the EPRA Best Practices Recommendations Guidelines and that the nancial data used correspond to the gures included in the audited consolidated nancial 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-specic non-cash items (being nance leases - prot 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. (1) Due to changes in the calculation method for this indicator, the 2021 comparative gures 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 1.1 The EPRA-index 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). Care Property Invest nv / EPRA 134 135 EPRA / Care Property Invest nv 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) nancial 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 nancial 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 ats in the ‘Tilia' project. 1.2.1 EPRA earnings Amounts in EUR 1,000 31/12/2022 31/12/2021 Net income as mentioned in the nancial 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 nancial 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 nancial 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 nancial 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-specic 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 EPRA Earnings 30,837 26,347 Depreciation, amortization and reversals of impairments 433 255 Prot 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 EPRA Earnings 1.1116 1.0147 Depreciation, amortization and reversals of impairments 0.0156 0.0098 Prot or loss margin projects allocated to the period 0.1107 0.0330 Adjusted EPRA Earnings 1.2379 1.0576 Care Property Invest nv / EPRA 136 137 EPRA / Care Property Invest nv 1.2.4 EPRA Net Asset Value (NAV) Amounts in EUR 1,000 31/12/2022 31/12/2021 NAV per the nancial statements 563,395 479,259 NAV per share per the nancial statements 20.31 17.80 Diluted NAV, after exercising options, convertibles and other equity instruments 563,395 479,259 To be included: (ii) Revaluation at fair value of nance lease receivables (1) 8,262 66,259 To be excluded: (iv) Fair value of nancial 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 ‘nance lease receivables’ was calculated by discounting future cash ows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash ows refer to initial cash ows 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. 1.2.5 EPRA Triple Net Asset Value (NNNAV) Amounts in EUR 1,000 31/12/2022 31/12/2021 EPRA NAV 549,988 562,498 To be included: (i) Fair value of nancial 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. 1.2.6 EPRA Net Reinstatement Value (NRV) 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 nance 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 nancial 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 ‘nance lease receivables’ was calculated by discounting future cash ows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash ows refer to initial cash ows 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) 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 nance 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 nancial 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 ‘nance lease receivables’ was calculated by discounting future cash ows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash ows refer to initial cash ows 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. Care Property Invest nv / EPRA 138 139 EPRA / Care Property Invest nv 1.2.8 EPRA Net Disposal Value (NDV) 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 nance 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 EPRA NDV per share (in €) 20.57 19.05 (1) The fair value of the ‘nance lease receivables’ was calculated by discounting future cash ows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash ows refer to initial cash ows 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. 1.2.9 EPRA Net Initial Yield (NIY) & Topped Up Net Initial Yield (EPRA ‘Topped Up’ NIY) 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 ‘nance lease receivables’ was calculated by discounting future cash ows at an IRS rate prevailing on closing date, depending on the remaining duration of the underlying contract, increased by a margin. Cash ows refer to initial cash ows and thus do not take into account historical and future indexations. 1.2.10 EPRA Rental Vacancy 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 ats in the ‘Tilia’ project. Care Property Invest nv / EPRA 140 141 EPRA / Care Property Invest nv 1.2.11 Property Portfolio - Like-For-Like Net Rental Income 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 nance 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. 1.2.12 EPRA Cost Ratios Amounts in EUR 1,000 31/12/2022 31/12/2021 Administrative/operating expenses according to IFRS nancial 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 gures 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. Care Property Invest nv / EPRA 142 143 EPRA / Care Property Invest nv 1.2.13 EPRA LTV 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 EPRA LTV (a/b) 51.34% (1) The total of these items amounts to €583,212 thousand and corresponds to the sum of balance sheet items I.B Non-current nancial liabilities (€206,542 thousand) and II.B Current nancial liabilities (€376,762 thousand), on which an adjustment of €91 thousand relating to capitalised costs of bonds and rental guarantees received was made. (2) This refers to the fair value of the Company's headquarters based on the report of the real estate expert Stadim cvba. (3) The total of these items amounts to €932,903 thousand and corresponds to the balance sheet heading I.C. Investment properties (€934,269 thousand) adjusted by the value of the rights in rem (€1,366 thousand). (4) Net receivables are the difference between receivables (€35,941 thousand) and liabilities (€20,036 thousand), where receivables consist of guarantees (€2 thousand), trade receivables nance leases (€20,000 thousand), current trade receivables (€6,022 thousand), tax receivables and other current assets (€8,647 thousand), accruals (€1,270 thousand) and liabilities from guarantees received (€624 thousand), trade and other current liabilities (€13,695 thousand), other current liabilities (€1,399 thousand) and accruals (€4,318 thousand). (5) The 'trade receivables nance leases' were included at fair value. This was calculated by discounting all future cash ows at an IRS interest rate prevailing at closing date, depending on the remaining term of the underlying contract, plus a margin. Using the book value of 'trade receivables nance leases' amounting to €11,738 thousand, the EPRA LTV would amount to 51.71%.. (6) This item corresponds to balance sheet item I.F. Finance lease receivables (€177,018 thousand) plus other nancial assets (€1 thousand). 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. 1.2.14 EPRA CAPEX Amounts in EUR 1,000 31/12/2022 31/12/2021 Capitalized investment costs related to investment properties (1) Acquisitions 142,510 102,014 (2) Developments 50,991 54,933 (3) Real estate in operation 428 632 Other material non-allocated types of expenditure 428 632 Total capitalized investment costs of investment properties 193,929 157,579 Conversion from accrual to cash basis 0 0 Total Capex investment properties on cash basis 193,929 157,579 Care Property Invest does not own a share in a joint venture. (1) 2022: It concerns the acquisitions of the projects Klapgat in Haacht (BE), Pim Senior in Dorst (NL), Ome Jan in Vught (NL), Emera Murcia in Murcia (ES), Ballincurrig Care Centre in Ballincurrig (IE), Cairnhill Nursing Home in Bray (IE), Dunlavin Nursing Home in Dunlavin (IE), Elm Green Nursing Home in New Dunsink (IE), Leeson Park Nursing Home in Ranelagh (IE) and Ratoath Manor Nursing Home in Ratoath (IE). 2021: These are the acquisitions of the projects Résidence des Ardennes in Attert (BE), Dungelhoeff in Lier (BE), Emera Almeria in Almeria (ES) and Forum Mare Nostrum I in Alfaz del Pi (ES). (2) 2022: This relates to the further development of the projects Margaritha Mariakerk (vicarage) in Tilburg (NL), Sterrenwacht in Middelburg (NL), St. Josephkerk in Hillegom (NL), Aldenborgh in Roermond (NL), Mariënhaven in Warmond (NL), Villa Vught in Vught (NL), Huize Elsrijk in Amstelveen (NL), Villa Ouderkerk in Ouderkerk aan de Amstel (NL), Emera Carabanchel in Madrid (ES) and Emera Mostoles in Madrid (ES), as well as the acquisition of the development projects Warm Hart Zuidwolde in Zuidwolde (NL), Warm Hart Ulestraten in Ulestraten (NL), Solimar Tavernes Blanques in Tavernes Blanques (ES), Solimar Elche in Elche (ES), Marina Del Port in Barcelona (ES) and Sugerloaf Care Centre in Kilmacanogue (IE). 2021: This relates to the further development of the projects De Orangerie in Nijmegen (NL), Margaritha Mariakerk in Tilburg (NL), Sterrenwacht in Middelburg (NL), Villa Wulperhorst in Zeist (NL), St. Josephkerk in Hillegom (NL), De Gouden Leeuw in Zutphen (NL), Aldenborgh in Roermond (NL), Mariënhaven in Warmond (NL), Villa Vught in Vught (NL), Huize Elsrijk in Amstelveen (NL) and Emera Carabanchel in Madrid (ES), as well as the acquisition of the development projects Résidence des Ardennes in Attert (BE), Villa Ouderkerk in Ouderkerk aan de Amstel (NL) and Emera Mostoles in Madrid (ES). (3) These are the limited capitalised costs relating to the real estate in operation. Watermaal-Bosvoorde (BE) I Les Terrasses Du Bois VI. Real Estate Report Care Property Invest nv / Real Estate Report 146 147 Real Estate Report / Care Property Invest nv VI. REAL ESTATE REPORT 1. Status of the property market in which the Company operates 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 denition of its social purpose to the market for people with disabilities in order to realise projects in this segment as well. Geographical expansion also gured 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 rst 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 nancial 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 nancial year' on page 50. Name of project Location of project Type of project Classication Belgium Effectively acquired projects generating immediate returns Klapgat Haacht Group of assisted living apartments Investment property The Netherlands 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 Name of project Location of project Type of project Classication 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 Ireland Effectively acquired projects generating immediate returns 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 nancial 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, specically 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 ats 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: Care Property Invest nv / Real Estate Report 148 149 Real Estate Report / Care Property Invest nv The market for housing for the elderly in Belgium (1) 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 nancial 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 specically, 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 sufciently trained care personnel. Additional resources will also have to be devoted to the protection and prevention of staff and residents. The current high ination 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, index- linked contracts form a decisive element. (1) Prepared by, and included in this yearly nancial 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 ‘afliated’ division between operation and the real estate, which also occurs in the hotel segment, is therefore a logical consequence. However, the two parties remain afliated in the need for a balanced protability: they are therefore co- dependent. 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 nancial feasibility of the operation and the technical requirements of the building, including conformity with evolving regional regulations. If the operation proves to be insufciently protable 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 justiable 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 multi- family accommodation in a case of joint ownership? The rst 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, ination 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 exibility. 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. Care Property Invest nv / Real Estate Report 150 151 Real Estate Report / Care Property Invest nv The market for housing for the elderly in The Netherlands (1) Elderly people need and want to live at home for a longer period, creating greater demand for senior housing and care ats. 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 ination 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 (1) Prepared by, and included in this yearly nancial report, in agreement with Stadim cvba. sustainable (in an accelarated way). This is intended to compensate for the above- average 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: 1. Growth of investments in high-quality new-build healthcare housing. The demand for good-quality extramural healthcare housing in the middle and higher segment is rising sharply. 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. 2. The decline in initial yields is coming to an end. With the rise in interest rates and thus rising nancing costs, yield requirements in the care investment market will also rise. Meanwhile, initial yields have risen around 10 and 30 basis points. As a result, healthcare real estate values will fall. 3. A further rise in initial yields can put new construction projects in particular in a difcult position. Rising construction costs also put pressure on feasibility. With yield potential also falling by 5% or more in the current market, this can have consequences for the feasibility of healthcare housing projects. 4. Possible further regulation of the rental housing market by the Dutch government offers opportunities for healthcare housing. Healthcare real estate can - more often than thought - be a solution for investors. Not only is there high demand for healthcare housing in almost every city and village in the country, healthcare housing also falls into a different category than regular housing. 5. To achieve the expansion demand and sustainability of healthcare housing, cooperation in the healthcare investment market is essential. Traditionally, healthcare housing was mainly owned by healthcare institutions and housing corporations, more and more institutions are selling their real estate to investors in order to achieve good cooperation, already accounting for around 40% of the investment volume by 2022. The market for housing for the elderly in Spain (1) 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 Europe by 2050. • 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 signicantly 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 signicantly in recent years and reached a record volume of around €1.2 billion in 2021, double the volume reached in 2020. (1) Prepared by, and included in this yearly nancial report, in agreement with Cushman & Wakeeld. Care Property Invest nv / Real Estate Report 152 153 Real Estate Report / Care Property Invest nv 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 conrmed 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 rst half of 2022, there was interest and pressure on yields. The second half was faced with the war in Ukraine, increased inationary pressures and an increase in interest rates due to ination, leading to higher nancing costs. The market for Irish healthcare real estate (1) Driven by a dramatic change in Ireland’s demographic prole, 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 specically 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. (1) Prepared by, and included in this half-yearly nancial report, in agreement with CBRE. 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 nance part of their care themselves, with the state compensating for the difference. All residents are assessed on their care and social needs and nancial position. Meanwhile, 80% of all residents in residential care centres nationwide benet 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 signicant 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 Care Property Invest nv / Real Estate Report 154 155 Real Estate Report / Care Property Invest nv 2. Analysis of the full consolidated property portfolio 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 denition 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 nal 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. (3) In principle, the 10-year liability is covered by the general contractor of the project in question, however the Company, for hedging purposes in case of default by the contractor, has concluded itself an additional 10-year liability insurance for the entire project- the insured values refer only to the construction work covered by the 10-year liability for the projects, Zulte: including connecting corridor, Mol: including the 39 ats. All other insurances should, as determined in the contract, be concluded by the lessees. (4) The fair value is presented excluding the rights in rem (€1,366,002) which are included under the item investment properties on the balance sheet in accordance with IFRS 16. 2.1 Geographical distribution 2.2 Distribution of the number of projects per operator (1)(2) 2.3 Distribution of income received from rental and long lease agreements per operator (3)(4) (1) For the following operators, the share in the projects was less than 1% on 31 December 2022: Aldenborgh Exploitatie, Anima, Com4Care, De Familie, Forum de Inversiones Inmobiliarias Mare Nostrum, La Vostra Llar, Résidence du Lac, Stichting Pim Senior, SVE Group and Thuis Leven vzw. (2) For the following operators, the share in the projects was less than 1% on 31 December 2021: Aldenborgh Exploitatie, Anima, Com4Care, Forum de Inversiones Inmobiliarias Mare Nostrum, Ontzorgd Wonen Group and Résidence du Lac. (3) For the following operators, the share of rental income was less than 1% on 31 December 2022: Aldenborgh Exploitatie, Com4Care, De Familie, Stichting Pim Senior, SVE Group and Thuis Leven vzw. (4) For the following operators, the share of rental income was less than 1% on 31 December 2021: Emera and Ontzorgd Wonen Group. 2.4 Breakdown of projects by the remaining term of the leasehold or rental period 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 2% 2% 2% 1% 1% 2% 31 December 2022 31 December 202231 December 2021 31 December 2021 52% 6% 6% 6% 5% 5% 4% 3% 5% 5% 5% 5% 7% 58% 33% 19% 7% 5% 28% 15% 7% 7% 5% 4% 3% 3% 3% 8% 4% 4% 10% 3% 10% 4% 3% 3% 7% 3% Colisée vzw My-Assist OCMW Anima Orelia Group Korian Vulpia Care Group Belgium Valuas Zorggroep De Gouden Leeuw Groep Korian DomusVi The Netherlands Emera Group Silverstream Healhthcare Group Vivalto Group Forum de Inversiones Inmobiliarias Mare Nostrum Warm Hart Zorghuizen Other Résidence Du Lac S.A. Other Spain Ireland Other (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)). Flemish Region (BE) Walloon Region (BE) The Netherlands (NL) Spain (ES) 31 December 2022 31 December 2022 16% 6% 5% 3% 67% 51% 10% 8% 8% 8% Ireland (IE) Brussels-Capital Region (BE) 3% 15% Geographical distribution of the number of projects Geographical distribution of the number of residential units Care Property Invest nv / Real Estate Report 156 157 Real Estate Report / Care Property Invest nv The rst 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 nance leases is 11.93 years and that of investment properties 20.86 years. 2.5 Breakdown of income deriving from leasehold and rental agreements in function of their residual duration 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%. 2.6 Breakdown of projects by age of the buildings Financial year closed on Number of projects rst 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)). 2.7 Occupancy rate Due to the increasing demand for modied 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 conrm that the general occupancy rate of its investment properties and nance leases amounts to 100% on 31 December 2022. 2.8 Insured value of the real estate 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 re 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. 2.9 Breakdown by building 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. Care Property Invest nv / Real Estate Report 158 159 Real Estate Report / Care Property Invest nv 3. Summary tables consolidated property portfolio 3.1 Summary table investment properties Operator and projects - 31 December 2022 No. map Year of con- struc- tion/ (latest) reno- vation Total let- table oor 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 oor 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 Investment properties Belgium 100% Occupancy rate €547 million Fair value portfolio 24 4 1 14 6 16 8 18 10 22 26 3 2 15 7 17 19 5 11 21 20 12 13 23 9 25 27 Care Property Invest nv / Real Estate Report 160 161 Real Estate Report / Care Property Invest nv Operator and projects - 31 December 2022 No. map Year of con- struc- tion/ (latest) reno- vation Total let- table oor 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 100% Occupancy rate €204 million Fair value portfolio Investment properties The Netherlands 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. 1 7 13 2 8 14 3 9 15 4 10 16 5 11 17 6 12 18 19 20 21 22 23 Care Property Invest nv / Real Estate Report 162 163 Real Estate Report / Care Property Invest nv Operator and projects - 31 December 2022 No. map Year of con- struc- tion/ (latest) reno- vation Total let- table oor 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 nancial 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. 100% Occupancy rate €96 million Fair value portfolio 1 3 2 Investment properties Spain Investment properties Ireland 4 5 1 3 6 100% Occupancy rate €87 million Fair value portfolio 7 8 7 5 46 2 Care Property Invest nv / Real Estate Report 164 165 Real Estate Report / Care Property Invest nv 3.2 Table summarising the projects under development 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 3.3 Table summarising the projects in the initial real estate portfolio Project Name Year of con- struc- tion/ (latest) reno- vation Total lettable oor 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 Care Property Invest nv / Real Estate Report 166 167 Real Estate Report / Care Property Invest nv Project Name Year of con- struc- tion/ (latest) reno- vation Total lettable oor 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 100% Occupancy rate €197 million Fair value portfolio Finance leases Belgium (1) (1) This concerns the fair value of the nance leases, including the initial portfolio. Project Name Year of con- struc- tion/ (latest) reno- vation Total lettable oor 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 "Serviceats 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 3.4 Summary table nance leases new investment program Project Name No. map Year of con- struc- tion/ (latest) renova- tion Total lettable oor 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 1 2 3 4 Care Property Invest nv / Real Estate Report 168 169 Real Estate Report / Care Property Invest nv 4. Report of the real estate expert The real estate portfolio is valued by Stadim, Cushman & Wakeeld 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 & Wakeeld amounts to €154,742,306 (17%). The fair value of the portfolio, valued by CBRE, amounted to €86,560,906 (9%). 4.1 Report of the real estate by Stadim 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 conrm that they have acted as independent experts and hold the necessary relevant and recognised qualications. The valuation was performed on the basis of the market value, as dened 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 reect the fair value. The fair value is dened 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 denition of market value is respected. The market value must also reect the current rental agreements, the current gross margin for self-nancing (or cash ow), 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 oor 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 inuence the value of the property. This valuation reects 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 Care Property Invest nv / Real Estate Report 170 171 Real Estate Report / Care Property Invest nv 4.2 Report of the real estate by Cushman & Wakeeld 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 denitions 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 qualications 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 specic 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 dened valuation methods, as dened 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 ow (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 4.3 Report of the real estate by CBRE 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 dened 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 qualications 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 specic 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 dened valuation methods, as dened 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: 1. The market approach equates to the comparison method of valuation; 2. The income approach refers to the investment method, either traditional (cap rate) or discounted cash ow (DCF) and is generally used for income generating properties; 3. 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 Meise (BE) I Oase VII. Financial Statements 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 4.7 Statement of changes in non-consolidated equity (1) 248 Care Property Invest nv / Financial Statements 174 175 Financial Statements / Care Property Invest nv VII. FINANCIAL STATEMENTS 1. Consolidated financial statements as at 31 December 2022 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. 1.1 Consolidated global result statement 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. 1.2 Net result per share 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 1.3 Consolidated balance sheet 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 Care Property Invest nv / Financial Statements 176 177 Financial Statements / Care Property Invest nv 1.4 Cash-flow statement 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 FINANCIAL YEAR 2,371,183 2,544,873 Ter Bleuk (BE) I Bonheiden-Rijmenam Care Property Invest nv / Financial Statements 178 179 Financial Statements / Care Property Invest nv 1.5 Statement of changes in consolidated equity CAPITAL SHARE PREMIUM Reserves for the balance of changes in the fair value of real estate Reserves forimpact 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 T 5.24 T 5.24 T 5.24 T 5.24 T 5.24 T 5.24 T 5.25 Reserves for the balance of changes in the investment value of real estate Reserve for the impact on the fair value of estimated transfer taxes and costs from hypothetical disposal of investment properties (-) 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 nv / Financial Statements 180 181 Financial Statements / Care Property Invest nv 2. Notes to the consolidated financial statements Note 1: General information on the Company 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. Note 2: Accounting policies T 2.1 Declaration of conformity 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 twelve- month 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. Standards and interpretations applicable for the financial year commencing on 1 January 2022 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: • Amendments to IAS 16 Property, plant and equipment – Proceeds for intended use, effective 1 January 2022 • Amendments to IAS 37 Provisions, contingent liabilities and contingent assets – onerous contracts— cost of fulfilling a contract, effective 1 January 2022 • Amendments to IFRS 3 Business combinations – References to the conceptual framework, effective 1 January 2022 • Annual Improvements Cycle - 2018-2020, effective 1 January 2022 New or amended standards and interpretations that have not yet entered into force 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: • Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-current, effective 1 January 2024 • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies, effective 1 January 2024 • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Error s: Definition of Accounting Estimates, effective 1 January 2023 • Amendments to IAS 12 Income Taxes : Deferred Tax related to Assets and Liabilities arising from a Single Transaction, effective 1 January 2023 • Amendments to IFRS 16 Leases : Lease Liability in a Sale and Leaseback, effective 1 January 2024 • Amendments to IFRS 17 Insurance contracts : Initial Application of IFRS 17 and IFRS 9 – Comparative Information, effective 1 January 2023 • IFRS 17 Insurance Contracts , effective 1 January 2023 T 2.2 Consolidation principles 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. Care Property Invest nv / Financial Statements 182 183 Financial Statements / Care Property Invest nv T 2.3 Intangible fixed assets The intangible fixed assets are capitalised at their acquisition value and depreciated according to the linear method at an annual percentage of 20%. T 2.4 Investment properties General 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. Valuation on initial recognition 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. Valuation after initial recognition 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 well- informed 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. Disposal of investment 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. Project developments • Sites held with a view to an increase in value in the long term instead of sale in the short term in relation to normal business operations. • Sites held for future use that has not yet been determined. • Unoccupied buildings held for leasing on the basis of one or more operational leases. • Real estate under construction or in development for future use as investment property must also be treated as investment property and is shown in the ‘Project development’ sub-section. 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: • There is a clear picture of the project costs to be incurred. • All necessary permits for the project development have been obtained. • A substantial part of the project development has been pre-let (final signature of rental contract). 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. Care Property Invest nv / Financial Statements 184 185 Financial Statements / Care Property Invest nv 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: • Expenditure is made for the asset; • Financing costs are incurred and; • Activities are in progress to prepare the asset for its envisaged use. These include not only the physical construction but also technical and administrative work for the commencement of the actual construction in connection with the acquisition of permits. 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. Rights in rem 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. T 2.5 Other fixed assets T 2.5.1 Tangible fixed assets for own use General 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. Valuation on initial recognition 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. Valuation after initial recognition All tangible fixed assets are shown at cost less any accumulated depreciation and any accumulated impairment losses. Depreciation and amortisation The different categories of tangible fixed assets are depreciated using the straight- line 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% Disposal of property, plant and equipment 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. T 2.5.2 Other tangible fixed assets - development costs for projects in preparation/under construction, which are subsequently recorded as a finance lease(IFRS16). 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’. Care Property Invest nv / Financial Statements 186 187 Financial Statements / Care Property Invest nv T 2.6 Impairments 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. T 2.7 Financial fixed assets 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). Financial instruments 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’). Participating interests 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). Other financial fixed assets 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. T 2.8 Finance lease receivables & trade receivables Care Property Invest as lessor 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 lessor- owner, 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. Care Property Invest as lessee 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. Care Property Invest nv / Financial Statements 188 189 Financial Statements / Care Property Invest nv Trade receivables 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. T 2.9 Current assets Trade receivable and other receivables at a maximum of one year 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 Tax receivables are shown at the tax rate applying in the period to which they relate. Cash and cash equivalents 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. Accruals and deferrals 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. T 2.10 Equity 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. T 2.11 Provisions A provision is formed when: • the Company has an existing liability -legally enforceable or actual - as a result of an incident in the past; • it is probable that an outflow of resources will be required in order to settle the liability and; • the amount of the liability can be reliably estimated. 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. T 2.12 Financial liabilities Financial payables and trade debts 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 financial instruments 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. Care Property Invest nv / Financial Statements 190 191 Financial Statements / Care Property Invest nv 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 liabilities 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 Tax liabilities are shown at the tax rate applying in the period to which they relate. Accruals and deferrals 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. T 2.13 Staff remuneration 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. T 2.14 Income and expenses Rental income 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. Real estate costs 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. General expenses and other operating income and expenses 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. (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. T 2.15 Taxes 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. Corporate tax 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. Care Property Invest nv / Financial Statements 192 193 Financial Statements / Care Property Invest nv 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. Withholding tax 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. Inheritance tax 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)). • 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. • To obtain the exemption, the shares must be recorded in the estate declaration and the exemption must be explicitly requested. • A valid certificate must be attached to the declaration, issued by the credit institutions that provide financial services for Care Property Invest. 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. Exit tax 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. Care Property Invest nv / Financial Statements 194 195 Financial Statements / Care Property Invest nv Note 3: Segment information 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: • Colisée with a share of 15.4% of the total revenue spread over 7 properties in Belgium; • Vulpia Care Group with a share of 10.2% of the total revenue spread over 7 buildings in Belgium. The segmented information includes the results, assets and liabilities that can be applied to a specific segment either directly or on a reasonable basis. T 3.1 Segmented information - result 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 De Orangerie (NL) I Nijmegen Care Property Invest nv / Financial Statements 196 197 Financial Statements / Care Property Invest nv T 3.2 Segmented information - balance sheet 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 Note 4: Financial risk management 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. T 4.1 Risks associated with liquidity due to non-compliance with cove- nants and statutory financial para- meters T 4.1.1 Description of the risk 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: • Amaximumdebtratioof60%. 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. • An interest coverage ratio (being the operating result before the result on the portfolio, divided by the interest chargespaid)ofatleast2.5. 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€500million. 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. Care Property Invest nv / Financial Statements 198 199 Financial Statements / Care Property Invest nv T 4.1.2 Potential impact for the company The potential impact concerns any cancellation of loans and damaged trust between investors and bankers on non- compliance 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. T 4.1.3 Restrictive measures and management of the risk 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. T 4.2 Risks associated with the evo- lution of the debt ratio T 4.2.1 Description of the risk 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 cash- out 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%. Care Property Invest nv / Financial Statements 200 201 Financial Statements / Care Property Invest nv T 4.2.2 Potential impact for the Company 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. T 4.2.3 Restrictive measures and management of the risk 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. T 4.3 Risks associated with the cost of the capital T 4.3.1 Description of the risk 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. T 4.3.2 Potential impact for the Company 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. T 4.3.3 Restrictive measures and management of the risk 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 (1) The initial portfolio relates to the nance leases (with as at 31/12/2022 a balance sheet value (nance lease receivables) of €156,518,610 and a generated rental ow of €15,406,228) that the Company entered into until 2014. (2) The new portfolio as referred to here refers to the nance leases (with a balance sheet value as at 31/12/2022 of €20,499,475 and a generated rental ow 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 ow of €37,887,735) that the Company acquired after 2014. 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. Care Property Invest nv / Financial Statements 202 203 Financial Statements / Care Property Invest nv T 4.4 Risks associated with the use of derivative financial products T 4.4.1 Description of the risk 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. T 4.4.2 Potential impact for the Company 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 counter- party 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. T 4.4.3 Restrictive measures and management of the risk 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. Note 5: Notes to the consolidated financial statements T 5.1 Net result per share 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% T 5.2 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 ‘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. Care Property Invest nv / Financial Statements 204 205 Financial Statements / Care Property Invest nv T 5.3 Rental income 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. Future ground rent receipts (in accordance with IFRS 16) 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. (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. T 5.4 Recovery of rental charges and taxes normally borne by the tenant on let properties 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 T 5.6 General expenses of the Company 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. Care Property Invest nv / Financial Statements 206 207 Financial Statements / Care Property Invest nv T 5.7 Other operating expenses and income of the Company 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 write- down 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. T 5.8 Changes in the fair value of investment properties 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. T 5.9 Net interest expense 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. T 5.10 Other financial costs Amounts in EUR 31/12/2022 31/12/2021 Bank charges and other commissions -929,943 -586,893 TOTAL -929,943 -586,893 T 5.11 Changes in the fair value of financial assets and liabilities 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 Care Property Invest nv / Financial Statements 208 209 Financial Statements / Care Property Invest nv T 5.12 Taxes 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. T 5.13 Intangible fixed assets 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. T 5.14 Investment properties 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 Care Property Invest nv / Financial Statements 210 211 Financial Statements / Care Property Invest nv 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. Care Property Invest nv / Financial Statements 212 213 Financial Statements / Care Property Invest nv 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) m 2 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 T 5.15 Other tangible fixed assets 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 Care Property Invest nv / Financial Statements 214 215 Financial Statements / Care Property Invest nv T 5.16 Financial fixed assets and other non-current financial liabilities 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. Care Property Invest nv / Financial Statements 216 217 Financial Statements / Care Property Invest nv T 5.17 Finance lease receivables and trade receivables and other non-current assets 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) . Finance lease receivables 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 (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). 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. The tables below provide an overview of the IRS interest rates and risk margins that were applied on 31 December 2022. Initial portfolio (1) (1996-2014) 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 New portfolio (2) (after 2014) 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) The initial portfolio concerns the nance leases (with as at 31/12/2022 a balance sheet value of €156,518,610 and a generated rental ow 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. Care Property Invest nv / Financial Statements 218 219 Financial Statements / Care Property Invest nv Trade receivables and other non-current assets 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 T 5.18 Trade receivables 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. The Board of Directors therefore assumes that the book value of the trade receivables approximates the fair value. (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). T 5.19 Tax receivables and other current assets 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. T 5.20 Cash and cash equivalents 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. T 5.21 Prepayments and accrued income 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 Care Property Invest nv / Financial Statements 220 221 Financial Statements / Care Property Invest nv T 5.22 Capital 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 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 Notes to the repurchase of own shares 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 ARTICLE 9 of the coordinated articles of association as at 24/01/2023 - NATURE OF THE SHARES 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). Care Property Invest nv / Financial Statements 222 223 Financial Statements / Care Property Invest nv T 5.23 Share premium 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 T 5.24 Reserves 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 T 5.25 Result for the financial year 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 Appropriation of the result 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. T 5.26 Financial liabilities 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. Care Property Invest nv / Financial Statements 224 225 Financial Statements / Care Property Invest nv 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. Table of changes in liabilities in accordance with IAS 7: 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 T 5.27 Other non-current financial liabilities 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. T 5.28 Deferred taxes 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. T 5.29 Trade payables and other current liabilities 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. T 5.30 Other current liabilities Amounts in EUR 31/12/2022 31/12/2021 Miscellaneous debts 1,398,649 3,550,796 TOTAL 1,398,649 3,550,796 The miscellaneous debts relate to short-term liabilities related to development projects. Care Property Invest nv / Financial Statements 226 227 Financial Statements / Care Property Invest nv T 5.32 Notes on fair value 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. T 5.31 Accruals and deferred income on the liabilities side 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 T 5.33 Conditional liabilities Residential priority right: maximum daily charge for shareholders with priority residential rights 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 non- profit 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. T 5.34 Securities received from contractors 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. Care Property Invest nv / Financial Statements 228 229 Financial Statements / Care Property Invest nv T 5.35 Related party transactions 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. T 5.36 Information on subsidiaries 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. T 5.37 Remuneration of the Statutory Auditor 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. Care Property Invest nv / Financial Statements 230 231 Financial Statements / Care Property Invest nv T 5.38 Eventsaftertheendofthe2022financialyear T 5.38.1 Additional investments 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: T 5.38.1.1 Additional investments in The Netherlands 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 T 5.38.1.2 Additional investment in Ireland 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 T 5.38.2 Capital increase in cash 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/general- meeting/). Care Property Invest nv / Financial Statements 232 233 Financial Statements / Care Property Invest nv T 5.39 Alternative performance measures 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. T 5.39.1 Operating margin 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% T 5.39.2 Financial result before changes in fair value of financial assets and liabilities 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 T 5.39.3 Equity before the reserve for the balance of changes in fair value of authorised hedging instruments and excluding the variation in fair value of financial assets/liabilities 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 T 5.39.4 Interest coverage ratio 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 Care Property Invest nv / Financial Statements 234 235 Financial Statements / Care Property Invest nv Independent auditor’s report to the general meeting of Care Property Invest nv for the year ended 31 December 2022 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. Report on the audit of the Consolidated Financial Statements Unqualified opinion 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. Basis for the unqualified opinion We conducted our audit in accordance with International Standards on Auditing (‘ISA’s’) applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board (‘IAASB’) that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the Consolidated Financial Statements’ section of our report. 3. Auditor’s 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 Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters. Valuation of the investment properties Description of the matter and audit risk: Investment property represents 80% of the assets of the Group. As at 31 December 2022, the investment properties on the assets of the balance sheet amount to €934,268,830. 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. Summary of audit procedures performed The Group uses external experts to make an estimate of the fair value of its buildings. We have assessed the valuation reports of the external experts (with the support of our internal valuation experts). More precisely, we have: • assessed the objectivity, the independence and the competence of the external experts; • tested the integrity of source data (contractual rentals, maturities of the rental contracts, …) used in their calculations and reconciled with the underlying contracts; • reviewed the models, assumptions and parameters used in their reports (discount rates, future occupancy rates, …). Finally, we have assessed the appropriateness of the information on the fair value of the investment properties disclosed in note 5.14 of the Consolidated Financial Statements. Care Property Invest nv / Financial Statements 236 237 Financial Statements / Care Property Invest nv Responsibilities of the Board of Directors for the preparation of the Consolidated Financial Statements The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so. Our responsibilities for the audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISA’s will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements. In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group’s business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below. As part of an audit in accordance with ISA’s, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks: • identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; • obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; • evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors; • conclude on the appropriateness of the Board of Directors’ use of the going- concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s or Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going-concern; • evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events. We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit 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. Care Property Invest nv / Financial Statements 238 239 Financial Statements / Care Property Invest nv Report on other legal and regulatory requirements Responsibilities of the Board of Directors The Board of Directors is responsible for the preparation and the content of the Board of Directors’ report on the Consolidated Financial Statements, and other information included in the annual report. Responsibilities of the auditor In the context of our mandate and in accordance with the additional standard to the ISA’s applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors’ report on the Consolidated Financial Statements, and other information included in the annual report, as well as to report on these matters. Aspects relating to Board of Directors’ report and other information included in the annual report In our opinion, after carrying out specific procedures on the Board of Directors’ report, the Board of Directors’ report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations. In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors’ report and other information included in the annual report, being: • EPRA (chapter 5) contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported. Independence matters Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate. The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements. European single electronic format (‘ESEF’) In accordance with the standard on the audit of the conformity of the financial statements with the 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. Other communications. This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014. Diegem, 27 April 2023 EY Bedrijfsrevisoren bv Statutory auditor Represented by Christel Weymeersch (1) Partner (1) Acting on behalf of a bv Care Property Invest nv / Financial Statements 240 241 Financial Statements / Care Property Invest nv 4. Abridged statutory financial statements as at 31 December 2022 4.1 Abridged statutory global result statement 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 4.2 Abridged statutory statement of realised and unrealised results 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 Gross yield compared to the initial issuing price in 1996 19.02% 18.27% 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. Care Property Invest nv / Financial Statements 242 243 Financial Statements / Care Property Invest nv 4.3 Abridged statutory balance sheet 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 4.4 Abridged statutory appropriation of results 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 D. Return on capital, other than c 2,627,707 9,160 (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 Care Property Invest nv / Financial Statements 244 245 Financial Statements / Care Property Invest nv 4.5 Dividend payment obligation pursuant to the Royal Decree of 13 July 2014 concerning RRECs 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 1° = 80% OF THE SUM OF (A) + (B) 25,113,918 22,579,171 2° Being the net reduction in the debt levels of the RREC during the financial year: 2° = 0 0 Positive difference between 1° and 2° 25,113,918 22,579,171 MINIMUM DIVIDEND PAYABLE IN ACCORDANCE WITH ARTICLE 13 OF THE RREC ROYAL DECREE 25,113,918 22,579,171 4.6 Non-distributable equity in accordance with Article 7:212 BCCA 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 COMPANIES AND ASSOCIATIONS (BCCA) 32,025,110 31,699,387 Care Property Invest nv / Financial Statements 246 247 Financial Statements / Care Property Invest nv 4.7 Statement of changes in non-consolidated equity (1) 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 Reserves for the balance of changes in the investment value of real estate Reserve for the impact on the fair value of estimated transfer taxes 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 19,864,912 369,779,481 Net appropiation account for the 2020 financial year 5,029,172 -850,274 -5,358,254 179,693 2,366,413 1,366,750 -1,366,750 0 Dividends -785,489 785,489 0 -18,498,162 -18,498,162 Treasury shares -78,119 -78,119 -78,119 Result for the period (3) 59,654,821 59,654,821 Capital Increase 16,784,027 51,616,637 68,400,665 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 59,654,821 479,258,685 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 59,654,821 479,258,685 Net appropiation account for the 2021 financial year 18,546,001 -1,547,340 11,165,200 5,581,425 3,321,203 37,066,490 -37,066,490 0 Dividends -1,203,031 1,203,031 0 -22,588,331 -22,588,331 Treasury shares 296,787 -122,590 174,197 174,197 Result for the period (3) 88,664,299 88,664,299 Capital Increase 4,822,123 13,063,843 17,885,966 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 88,664,299 563,394,817 Appropriation of 2022 profit before distribution of dividends 19,236,769 -471,032 38,591,131 0 0 3,414,279 27,893,152 88,664,299 -88,664,299 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 0 563,394,817 (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. Care Property Invest nv / Financial Statements 248 249 Financial Statements / Care Property Invest nv Lanaken (BE) I 3 Eiken VIII. Permanent document VIII. PERMANENT DOCUMENT 1. General information 1.1 Company name (Article 1 of the Articles of Association) 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 nancial 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 nancing of investment programmes for service ats, as amended from time to time. 1.2 Registered ofce, address, telephone number and website The Company’s registered ofce 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 ofce 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, ofces, 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. 1.3 Incorporation and notication The public limited liability company Care Property Invest was incorporated on 30 October 1995 under the name ‘Serviceats Invest’ pursuant to a deed executed before notary Jan Boeykens in Antwerp and published in the Annexes to the Belgian Ofcial Gazette of 21 November 1995 under number 1995-11-21/176. 1.4 Registration number The Company is registered in the Trade Register (RPR) of Antwerp (Antwerp branch) under number 0456.378.070. 1.5 Object (Article 3 of the Articles of Association) 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 qualied 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 nancing, 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 Care Property Invest nv / Permanent document 252 253 Permanent document / Care Property Invest nv 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 nancing and realisation of (i) with regard to the Flemish Region, only projects primarily concerning (a) the realisation of service ats 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 tting, 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 supercie, 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 dened 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 diversied so that they ensure adequate risk diversication. 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 dened in the regulations applicable to regulated real estate companies), where these operations are part of a policy adopted by the Company to cover nancial 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, nancial, 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, nancial 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. Care Property Invest nv / Permanent document 254 255 Permanent document / Care Property Invest nv 1.6 Duration (Article 5 of the Articles of Association) The Company was established for an indenite 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. 1.7 Financial year – Financial Statements – Annual Report (Article 41 of the Articles of Association) The nancial year commences on the rst of January and ends on the thirty-rst of December of each year except for the rst nancial year, which ran from 30.10.1995 to 31.12.1996. At the end of each nancial year, the Board of Directors prepares an inventory and the nancial 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 nancial 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 specic part thereof. This Corporate Governance Declaration also contains the Remuneration Report, which forms a specic 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 nancial statements and other documents referred to in the BCCA. 1.8 General Meeting In accordance with Article 32 of the coordinated Articles of Association, the ordinary general meeting is convened on the last Wednesday of May. 1.9 Accredited auditor 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 ofce 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 nancial statements as at 31 December 2024. 1.10 Internal audit 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. 1.11 Real estate expert 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 nancial statements of the Company. For this purpose, the Company calls upon (i) Stadim bv, with registered ofce at 2018 Antwerp, Mechelsesteenweg 180, (ii) Cushman & Wakeeld nv, with registered ofce at 1000 Brussels, Kunstlaan 56 and (iii) CBRE Unlimited Company with registered ofce 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 & Wakeeld 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. Valuation method The following approach is used for the purpose of the appraisal: A detailed update of the nancial ows based on explicit assumptions of future developments of this revenue and the nal value. In this case, the discount rate takes into account the nancial interest rates in the capital markets, plus a specic risk premium for real estate investments. Interest rate uctuations and ination 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. Care Property Invest nv / Permanent document 256 257 Permanent document / Care Property Invest nv 1.12 Financial services Belus Bank, BNP Paribas Fortis, KBC Bank, CBC Banque, Bank Degroof Petercam, VDK Spaarbank and ABN AMRO Bank. 1.13 Stock market quotation • Euronext Brussels • Industry Classication Benchmark – 8673 Residential REITs. • ISIN code: BE0974273055 • LEI number: 54930096UUTCOUCQDU64. 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) 1.14 Analists 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] Belus-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] 1.15 Liquidity provider 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. 1.16 Investor prole 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. 1.17 Change in the rights of shareholders 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/becoming- shareholder/). 1.18 Voting rights of the main shareholders 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). 1.19 Strategy or information on governmental, economic, budgetary, monetary or political policies or factors that have or may have a direct or indirect material impact on the activities of Care Property Invest See chapter ‘I. Risk factors’ on page 8 and onwards of this Annual Financial Report 2022. 1.20 History and evolution of the Company - important events in the development of the activities of Care Property Invest 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. 1.21 Public information 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 nancial instruments admitted for trading on a regulated market. The required information is Care Property Invest nv / Permanent document 258 259 Permanent document / Care Property Invest nv 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 Ofcial Gazette and in a nancial 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 Ofcial Gazette. The nancial statements are led 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. 1.22 Information incorporated by reference For an overview of the Company’s activities, operations and historical nancial information, reference is made to the Annual Financial Reports of the Company for the nancial years 2020 and 2021, as well as to the Half-yearly nancial 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 ofce 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 (unqualied 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 (unqualied 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 nancial 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. Coordinated Articles of Association The coordinated Articles of Association as at 24/01/2023 are included in this chapter in point «6. Coordinated Articles of Association». Corporate Governance Charter See website of the Company, https://carepropertyinvest.be/en/investments/becoming-shareholder/ 1.23 Signicant change in the nancial or commercial position The Company’s nancial or commercial position has not altered signicantly since the end of the previous nancial year for which the audited annual nancial statements or interim nancial statements have been published. Care Property Invest nv / Permanent document 260 261 Permanent document / Care Property Invest nv 2. Information likely to affect any public takeover bid 2.3 Capital structure 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 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 Article 9 of the coordinated Articles of Association as at 24/01/2023 - NATURE OF THE SHARES 2.4 Legal or statutory restrictions on the exercise of voting rights 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 nancial 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 nancial year. 2.1 Arrangements whose entry into force at a later date may result in a change of control of the issuing institution. The Company is not aware of any arrangements that could result in a change in control of the Company at a later date. 2.2 Provisions in the Articles of Association which could have the effect of delaying, postponing or preventing a change of control 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 notication 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. 2.5 Legal or statutory restrictions on the transfer of securities 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. 2.6 Holders of securities with special control rights attached - description of these rights Not applicable: as at 31 December 2022, there are no special control rights attached to the shares of Care Property Invest. 2.7 The mechanism for the control of any employee share scheme where the control rights are not exercised directly by the employees 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 terminated Not applicable. 2.9 The rules governing the appointment and replacement of members of the governing body 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. Tilburg (NL) I Maria Margarithakerk Care Property Invest nv / Permanent document 262 263 Permanent document / Care Property Invest nv 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 2.10 The rules for amending the Articles of Association 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. 2.11 The powers of the governing body as regards the power to issue or buy back shares 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 14 of the coordinated Articles of Association as at 24/01/2023 - BUY-BACK OF SHARES 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. 2.12 Shareholder agreements known to Care Property Invest, which result in restrictions on the transfer of securities and/or voting rights 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 ORDINARY SHARES No shareholder agreements are known to the Company as at 31 December 2022. 2.13 Signicant agreements to which Care Property Invest is party and which take effect, undergo changes or expire in the event of a change of control over Care Property Invest following a public takeover bid There are no signicant 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 benets 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. Care Property Invest nv / Permanent document 264 265 Permanent document / Care Property Invest nv 3. Declarations (Annex I to Regulation (EU) No. 2019/980) 3.1 Persons responsible for the information provided in the URD 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. 3.2 Declaration by the persons responsible for the URD 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. 3.3 Third party information 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 nancial report with the approval of the recognised real estate experts Stadim bv (Mechelsesteenweg 180, 2018 Antwerp), Cushman & Wakeeld 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. 4. Other declarations 4.1 Declaration of the responsible persons in accordance with the Royal Decree of 14 November 2007 Hereby, the responsible persons mentioned under point 3.1 above declare that, to the best of their knowledge, the annual nancial statements which were prepared in accordance with the applicable accounting standards for nancial statements, present a true and fair view of the assets, the nancial 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. 4.2 Statements relating to the future 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 nancial 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. 4.3 Litigation and arbitration 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 nancial position or protability 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 Care Property Invest nv / Permanent document 266 267 Permanent document / Care Property Invest nv 5. History of the Company and its share capital 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 ats completed. 2014 Serviceats 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 nancial reports. 15 March 2017 Capital increase through contribution in kind 10,971,830 1,844,160 89,414,322 15,028,880 2017 The rst 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 Care Property Invest nv / Permanent document 268 269 Permanent document / Care Property Invest nv 6. Coordinated Articles of Association Company history The company was incorporated by deed executed before the notary public Jan Boeykens on 30 October 1995, published in the Annexes to the Belgian Ofcial 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 Ofcial Gazette of 24 November thereafter under number 19951124/208. 7 February 1996, published in the Annexes to the Belgian Ofcial Gazette of 19 March thereafter under number 19960319/128. 9 June 1999, published in the Annexes to the Belgian Ofcial 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 Of- 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 Ofcial Gazette of 16 February thereafter under number 20040216/0025164. 7 November 2007, published in the Annexes to the Belgian Ofcial Gazette of 7 December thereafter under number 20071207/0176419. 27 June 2012, published in the Annexes to the Belgian Ofcial Gazette of 17 July thereafter under number 20120717/0125724. 26 June 2013, published in the Annexes to the Belgian Ofcial Gazette of 19 July thereafter under number 20130719/0112410. 19 March 2014, published in the Annexes to the Belgian Ofcial 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 Ofcial Gazette of 15 July thereafter under number 20140715/0136439. 25 November 2014, published in the Annexes to the Belgian Ofcial Gazette of 16 December thereafter under number 20141216/ 0233120. 22 June 2015, published in the Annexes to the Belgian Ofcial Gazette of 17 July thereafter under number 20150717/0103638. 22 June 2016, published in the Annexes to the Belgian Ofcial Gazette of 14 July thereafter under number 20160714/0098793. 15 March 2017, published in the Annexes to the Belgian Ofcial Gazette of 11 April thereafter under number 20170411/0051595. 27 October 2017, published in the Annexes to the Belgian Ofcial Gazette of 27 November thereafter under number 20171127/0165423. 16 May 2018, published in the Annexes to the Belgian Ofcial Gazette of 12 June thereafter, under number 20180612/0090633. 3 April 2019, published in the Annexes to the Belgian Ofcial Gazette of 30 April thereafter, under number 20190430/0059222. 26 June 2019, published in the Annexes to the Belgian Ofcial Gazette of 12 July thereafter, under number 20190712/0094013. 18 December 2019, published in the Annexes to the Belgian Ofcial Gazette of 24 January thereafter, under number 20200124/001490. 15 January 2020, published in the Annexes to the Belgian Ofcial Gazette of 12 February thereafter, under number 20200212/20024540. 15 June 2020, published in the Annexes to the Belgian Ofcial Gazette of 9 September thereafter, under number 20200909/0104355. 19 June 2020, published in the Annexes to the Belgian Ofcial Gazette of 9 September thereafter, under number 20200909/0104355. 23 June 2020, published in the Annexes to the Belgian Ofcial Gazette of 22 July 2020 thereafter, under number 20200722/0083098. 25 June 2020, published in the Annexes to the Bel- gian Ofcial Gazette on 18 February 2021 thereafter, under number 20200805/0090304. 20 January 2021, published in the Annexes to the Belgian Ofcial Gazette of 22 July 2020 thereafter, under number 20210218/0022138.17 November 2021, published in the Annexes to the Belgian Ofcial Ga- zette of 21 December 2021 thereafter, under number 20211221/0148585. 20 June 2022, published in the Annexes to the Belgian Ofcial Gazette of 28 July 2022 thereafter, under number 20230206/0017983. 7 July 2022, published in the Annexes to the Belgian Ofcial Gazette of 23 December 2022 thereafter, under number 20221223/0151634. 24 January 2023, to be published in the Belgian Ofcial Gazette. COORDINATED TEXT OF THE ARTICLES OF ASSOCIATION AS AT 24 JANUARY 2023 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’. TITLE I – LEGAL FORM - NAME - REGISTERED OFFICE - PURPOSE - INVESTMENT POLICY - DURATION ARTICLE 1 – LEGAL FORM AND NAME The company has the legal form of a public limited liability company (société anonyme/naamloze vennootschap). It is subject to the statutory regime for public regu- lated real estate companies, which is called "public 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 nancing of investment programs of service ats, 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"). ARTICLE 2 - REGISTERED OFFICE The registered ofce 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, ofces, 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]. ARTICLE 3 - OBJECT 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: (i) Design, Build, Finance (DBF) contracts, except where these can be qualied 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 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 nan- 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 nancing and reali- sation of (i) with regard to the Flemish Region, only projects primarily concerning (a) the realisation of service ats 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 Care Property Invest nv / Permanent document 270 271 Permanent document / Care Property Invest nv 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 tting, 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 supercie, 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 dened 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 diversied so that they ensure adequate risk diversication. 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; - grant loans within the limits of the legislation applicable to RRECs, and - carry out transactions concerning authorised hedging instruments (as dened in the regulations applicable to regulated real estate companies), where these operations are part of a policy adopted by the company to cover nancial 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, nancial, 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, nancial 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. ARTICLE 4 - PROHIBITORY PROVISION 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 not permitted to: 1. participate in a permanent takeover or guarantee syndicate; 2. lend nancial instruments, with the exception of loans which are granted in accordance with the provisions and under the conditions of the Royal Decree of 7 March 2006; 3. acquire nancial instruments issued by a company or a private association which has been declared bankrupt, entered into an amicable settlement with its creditors, been the subject of a judicial reorganisation, been granted a suspension of payments or which has been the subject of similar measures in another country; and 4. conclude contractual agreements or provide for provisions of the articles of association relating to afliated companies that could adversely affect the voting power that is granted to them in accordance with applicable law following a participation of a participation of 25% plus one share. ARTICLE 5 - DURATION The company is established for an indenite 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. TITLE II - CAPITAL - SHARES - OTHER SECURITIES ARTICLE 6 - CAPITAL The capital amounts to two hundred and twenty million sixty-ve thousand sixty-two euros ve 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. ARTICLE 7 - AUTHORISED CAPITAL 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 ve years from the announcement of the decision of the EGM of 16 May 2018 in the Annexes to the Belgian Ofcial 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 nanci 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 specic 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. ARTICLE 8 - CHANGE IN THE CAPITAL 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. Care Property Invest nv / Permanent document 272 273 Permanent document / Care Property Invest nv 8.1 Capital increase in cash 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: 1. it must relate to all newly issued securities; 2. 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; 3. a maximum price for each share must be an- nounced no later than the eve of the opening of the public subscription period; and 4. 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: 1. the capital increase shall take place using the authorised capital; 2. 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. 8.2 Capital increase in kind The following conditions must be fullled 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: 1. 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; 2. 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; 3. 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 4. 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 prots, 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 specically account for the deducted dividend amount in its special report and explain the nancial conditions of the transacti- on in its annual nancial 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. 8.3 Mergers, demergers and similar transactions 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. ARTICLE 9 - NATURE OF THE SHARES 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 ofce 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. ARTICLE 10 - SECURITIES The company may, with the exception of prot-sha- ring certicates 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. ARTICLE 11 - EXERCISE OF RIGHTS ATTACHED TO THE SHARES 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. ARTICLE 12 - (BLANCO) ARTICLE 13 - TRANSFER OF SHARES The shares are freely transferable. ARTICLE 14 - ACQUISITION OF OWN SHARES 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 ve (5) years from the date of the publication in the Annexes to the Belgian Ofcial 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. ARTICLE 15 - DISCLOSURE OF SIGNIFICANT PARTICIPATIONS 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. TITLE III - MANAGEMENT AND AUDIT ARTICLE 16 - COMPOSITION OF THE BOARD OF DIRECTORS The Board of Directors has a variable number of members. The minimum number of directors is ve. 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. Care Property Invest nv / Permanent document 274 275 Permanent document / Care Property Invest nv 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 rst 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. ARTICLE 17 - PREMATURE VACANCY 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 nal appointment. On this occasion the directors must ensure that sufcient 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. ARTICLE 18 - CHAIRMANSHIP The Board of Directors shall elect a chairman among its directors. The chairman chairs the Board of Directors. ARTICLE 19 - MEETINGS OF 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. ARTICLE 20 - DELIBERATION 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 nancial nature that conicts 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. ARTICLE 21 - MINUTES 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 ofce 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. ARTICLE 22 - POWERS OF THE BOARD OF DIRECTORS 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 modication to the list of experts included in the dossier attached to the application for recognition as RREC. ARTICLE 23 - SPECIAL POWERS The Board of Directors may mandate a proxyholder for special and specic 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. ARTICLE 24 - REMUNERATION 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. 25.2 Other committees 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. ARTICLE 26 - EXTERNAL representation POWERs The company is legally represented in all its acti- ons, including those to which a public ofcial or a ministerial ofcer 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. ARTICLE 27 - DAILY MANAGEMENT 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”. ARTICLE 28 - (BLANCO) ARTICLE 29 - AUDITS The audit of the nancial situation, the nancial 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 rms 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. ARTICLE 30 - RESPONSIBILITIES OF THE STATUTORY AUDITORS 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. TITLE IV - GENERAL MEETING ARTICLE 31 - THE GENERAL MEETING - COMPOSITION AND POWERS 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. ARTICLE 32 - MEETINGS OF THE GENERAL 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 ofce 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 ofce 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 nancial statements and the appropriation of net prot, 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. Care Property Invest nv / Permanent document 276 277 Permanent document / Care Property Invest nv ARTICLE 34 - ELIGIBILITY A shareholder may only participate in the General Meeting and exercise voting rights, subject to comp- liance 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 instituti- on, 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 certicate issued by a recognised account holder or the clearing insti- tution and conrming, 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 specically mentioned in the convocation notice, at the registered ofce or by post. The owners of registered shares who wish to parti- cipate 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 specically 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 ofce, 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. ARTICLE 35 – PROXY VOTING 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 de- viation 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 certication services, or by an electronic signature which meets the requirements of article 1322 of the Belgian Civil Code. The notication of the proxy to the company must be made via the company's e-mail address or via the e-mail address specically mentioned in the convo- cation notice, at the registered ofce 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 conrm that he or she has complied with the voting instruc- tions at the request of the shareholder. In the case of a potential conict of interest, as dened in article 7:143, §4 of the Belgian Code for Companies and Associations, between the sharehol- der and the proxy holder he or she has designated, the proxy holder must disclose the specic facts that are relevant for the shareholders in order to as- sess 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 specic 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. ARTICLE 36 - BUREAU 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 scru- tineers, 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. ARTICLE 37 - POSTPONEMENT The Board of Directors may, at any General Meeting, during the session, postpone the decision regarding the approval of the nancial statements for ve weeks. This postponement does not affect the other decisi- ons taken, unless otherwise decided by the General Meeting in this regard. The next meeting has the right to determine the nal nancial 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 ve weeks, unless the meeting was convened at the request of one or more shareholders representing at least one fth of the capital or by the statutory auditor(s). ARTICLE 38 - NUMBER OF VOTES – EXERCISE OF VOTING RIGHTS 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. ARTICLE 39 - PROCEEDINGS OF THE GENERAL MEETING - deliberation An attendance list which displays the name of the shareholders and the number of shares they repre- sent 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 share- holders 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 rele- vant 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 con- vened by a new convocation notice because the required quorum was not reached with the rst convocation, provided that the rst convocation was in compliance with the legal requirements, the date of the second meeting was mentioned in the rst 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 notied to the company before the publication of this revised agen- da, 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 resolu- tions 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 na- ture to be potentially detrimental to the company’s business interests or to the condentiality 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 condentia- lity to which the company, its directors or the statu- tory auditors have committed to. They are entitled to address the General Meeting regarding fullment 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 sha- reholders 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 impo- ses an attendance quorum. Care Property Invest nv / Permanent document 278 279 Permanent document / Care Property Invest nv 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 ofcial 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. ARTICLE 40 - MINUTES 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 fteen days of the General Meeting. TITLE V - FINANCIAL STATEMENTS - PROFIT APPROPRIATION ARTICLE 41 - FINANCIAL YEAR - FINANCIAL STA- TEMENTS - ANNUAL REPORT The nancial year commences on the rst of Janua- ry and ends on the thirty-rst of December of each year. At the end of each nancial year, the Board of Directors prepares an inventory and the nancial 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 nancial 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 specic part thereof. This corporate governance declaration also contains the remuneration report, which forms a specic 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 nan- cial statements and other documents referred to in the Belgian Code for Companies and Associations. ARTICLE 42 - APPROVAL OF THE FINANCIAL STATEMENTS 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 nancial statements. After approval of the nancial 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 specically indicated in the convocation notice. The Board of Directors shall ensure that the statu- tory and consolidated nancial statements are led with the National Bank of Belgium within thirty days of the approval of the nancial statements, in accordance with the relevant legal provisions. The annual and half-yearly nancial reports, the annual and half-yearly nancial 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 nancial 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 ofce of the company. ARTICLE 43 - APPROPRIATION OF PROFIT At the proposal of the Board of Directors, the General Meeting shall vote by a simple majority on the appropriation of net prot. 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. ARTICLE 44 - PAYMENT OF DIVIDENDS 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 specied in article 7:213 of the Belgian Code for Companies and Associations. ARTICLE 45 - (BLANCO) TITLE VI - DISSOLUTION - LIQUIDATION ARTICLE 46 - LIQUIDATION 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 conrmation. However, this conr- 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 conrm 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 conr- 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. ARTICLE 47 - DISTRIBUTION After the settlement of all debts, charges and expen- ses of the liquidation, the net assets must rst 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. TITLE VII - GENERAL PROVISIONS ARTICLE 48 - ELECTED DOMICILE 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 ofce 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 notication, they shall be deemed to have elected domicile at their last known address. ARTICLE 49 - JURISDICTION 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 ofce. ARTICLE 50 – GENERAL PROVISIONS OF LAW 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. On behalf of the company The notary public Care Property Invest nv / Permanent document 280 281 Permanent document / Care Property Invest nv 7. The public regulated real estate company (RREC) 7.1 Denition 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 denes the RREC as a company that (i) is established for an indenite 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 nancial 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 oat). 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 nancing, 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 non- fossil 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 conicts of interest. From its formation until 25 November 2014, Care Property Invest held the status of a property investment fund with xed capital (BEVAK/sica). On 25 November 2014, the Company acquired the status of a public RREC. 7.2 Main features 7.2.1 ACTIVITIES 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 afliated company, (ii) it maintains direct relationships with its clients and suppliers, and (iii) it has operational teams at its disposal which constitute a signicant 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 dened by the RREC Law): Care Property Invest nv / Permanent document 282 283 Permanent document / Care Property Invest nv Ordinary real estate: 1. real estate as dened in Article 517 and thereafter of the Civil Code and rights in rem to real estate, excluding property of a forestry, agricultural or mining character; 2. shares with voting rights issued by real estate companies, of which the Company holds directly or indirectly more than 25% of the capital; 3. option rights on real estate; 4. shares of public or institutional RRECs, provided that, in the latter case, the Company holds directly or indirectly more than 25% of the capital; 5. rights arising from contracts leasing one or more properties to the RREC or granting other similar rights of use. Other real estate (within certain limits): shares of public and institutional property investment funds (BEVAK/sica); 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/sica); 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 prots 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/sica) 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 specic 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 ats 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. 7.2.2 OBLIGATIONS In order to acquire and maintain the status of a public RREC and the scal 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 prot) 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 nancial 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 nancial 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. Care Property Invest nv / Permanent document 284 285 Permanent document / Care Property Invest nv Diversication of real estate: the assets of the public RREC must be diversied 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 nancial 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, nancial 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. 7.2.3 TAX CONSEQUENCES 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 scal neutrality regime but will give rise to the application of the exit tax, as is the case for property investment funds (BEVAK/sica). 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 Ofcial 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 tax regime for the shareholders of the RREC 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 satises 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. Belgian domestic companies Pursuant to the Law of 18 December 2016 regulating the recognition and denition of crowd funding and containing various provisions concerning nancing, published in the Belgian Ofcial 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 denitively taxed income for the Belgian shareholder company, as is the case for Care Property Invest declares that the information provided by the experts and the statutory auditor were faithfully reproduced and included with their consent. Care Property Invest nv / Permanent document 286 287 Permanent document / Care Property Invest nv dividends from property investment funds (BEVAK/sica). As is the case for capital gains on the shares of property investment funds (BEVAK/sica), 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. Non-resident shareholders 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. Tax on stock exchange transactions 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/sica), 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. Inheritance tax 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 Care Property Invest nv / Permanent document 288 289 Permanent document / Care Property Invest nv Lanaken (BE) I 3 Eiken IX. Glossary IX. GLOSSARY 1. Denitions 1.1 Acquisition cost Intangible xed assets: the acquisition value includes the capitalised costs excluding VAT. Tangible xed 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. 1.2 Privileged information or inside knowledge 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 sufciently precise to enable conclusions to be drawn on the potential impact of that situation or event for the price of the nancial instruments or nancial derivatives of Care Property Invest, that relates directly or indirectly to Care Property Invest, and that, if it were disclosed, could inuence the price of Care Property Invest’s nancial instruments or nancial derivatives, including information regarded as price- sensitive for the nancial instruments or nancial derivatives if an investor, acting reasonably, is likely to use this information as a partial basis for his/her investment decisions. 1.3 Occupancy rate 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. 1.4 Bullet loan 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. 1.5 Compliance ofcer The Compliance Ofcer shall ensure compliance with the laws, regulations and rules of conduct applicable to the Company, and more specically with the rules relating to the integrity of the Company's business and shall manage the Company's compliance risk. 1.6 Corporate Governance 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. 1.7 Dividend yield Gross - or net dividend divided by the closing price of Care Property Invest shares during the relevant nancial year or at a specic time or divided by the subscription price at the IPO (excluding costs). Zeist (NL) I Villa Pavia 1.8 Double net See denition 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 long- term leasehold agreement of the ‘double net’ type, being the project ‘Les Terrasses du Bois’ in Watermaal-Bosvoorde. Care Property Invest nv / Glossary 292 293 Glossary / Care Property Invest nv 1.9 EPRA 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 1.10 Leasehold agreement 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. 1.11 Exit tax 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 specic 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%. 1.12 Free oat The free oat is the number of shares circulating freely on the stock exchange and, therefore, in the hands of the public. 1.13 FSMA The Financial Services and Markets Authority, as referred to in the Law of 2 August 2002 on the supervision of the nancial sector and nancial services. 1.14 Closed period 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 nancial sector and nancial services (the so-called 'insiders’ list') of Care Property Invest, may not carry out transactions involving nancial instruments or nancial 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. 1.15 RREC Decree The Royal Decree dated 13 July 2014 regarding regulated real estate companies (SIR/GVV), as published in the Belgian Ofcial Gazette of 16 July 2014 and subsequently amended, last on 23 April 2018. 1.16 RREC Law The Law of 12 May 2014 concerning regulated real estate companies (SIR/GVV), as published in the Annexes to the Belgian Ofcial Gazette of 30 June 2014 and last altered by the Law of 22 October 2017, as published in the Belgian Ofcial Gazette of 9 November 2017. Care Property Invest nv / Glossary 294 295 Glossary / Care Property Invest nv 1.17 IAS/IFRS standards The IAS/IFRS were issued by the IASB, which develops the international standards for the preparation of nancial statements. European listed companies must apply these rules in their consolidated accounts for nancial 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 nancial statements since the nancial year commencing on 1 January 2007. 1.18 Interest rate swap Financial instrument with which parties contractually agree to swap interest payments over a certain period. This allows parties to swap xed interest rates for oating interest rates and vice versa. The Company only possesses interest rate swaps that allow her to swap oating interest rates for xed interest rates. 1.19 Investment value 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’). 1.20 Duration 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. 1.21 Liquidity provider A liquidity provider is a nancial 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 specically, to facilitate an appropriate interaction between supply and demand, thereby facilitating the free market and thus reducing price uctuations in the share. 1.22 Market capitalisation Share price multiplied by the total number of listed shares. 1.23 Transfer tax 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 rst 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: • contracts of sale relating to real estate: 12.5% for real estate in the Brussels-Capital Region and the Walloon Region, and 12% for real estate in the Flemish Region; • sales of real estate under the regime of a real estate agent: 5% to 8%, depending on the region; • establishment of building rights and leasehold rights (both up to 99 years: 2% or 0.5% if the tenant is a non-prot organisation); • contracts of sale relating to real estate where the buyer is a public body (e.g., an entity of the European Union, the federal government, a regional government or a foreign government.): tax exempt; • contribution of real estate in kind, for the issuance of new shares to the benet of the contributor: tax exempt; • contracts of sale of the shares in a real estate company: tax exempt; • mergers, splits and other corporate restructuring: tax exempt; • etc. 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 specic 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 xed 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. Care Property Invest nv / Glossary 296 297 Glossary / Care Property Invest nv 1.24 Net value per share 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. 1.25 Net Rental Income Rental income • reversals of transferred and discounted rent • expenses relating to rentals 1.26 Turnover rate Total volume of shares traded during the year, divided by the total number of shares, as dened by Euronext (a synonym is ‘velocity’). 1.27 Building rights 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). 1.28 Pay-out ratio 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. 1.29 Fair value The fair value of the investment properties in Belgium is calculated as follows: Buildings with an investment value exceeding €2.5 million: 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); Properties with an investment value of less than €2.5 million: if the real estate expert nds 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); 1. if the real estate expert nds that the building cannot be sold per apartment, the fair value is equal to the investment value as a whole/(1 + percentage of the transfer rights, depending on the region in which the building is located). 2. The average percentage of the transaction costs, as determined by BEAMA, is reviewed annually and adjusted if necessary, per threshold of 0.5%. The real estate experts conrm this deduction percentage in their regular reports to shareholders. The rate now stands at 2.5%. 1.30 Financial debt ratio Numerator: ‘Total liabilities’ on the balance sheet • I. Non-current liabilities - A. Provisions • I. Non-current liabilities - C. Other non- current nancial liabilities - Hedging instruments • I. Non-current liabilities - F. Deferred tax liabilities • II. Current liabilities - A. Provisions • II. Current liabilities - C. Other current nancial liabilities - Hedging instruments • II. Current liabilities - F. Deferrals and accruals as provided in the schedules in the 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. Denominator: ‘Total assets’ after deduction of authorized hedging instruments. Result: ≤ 65%. 1.31 Transparency legislation The Law of 2 May 2007 concerning the disclosure of signicant 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 signicant participating interests. 1.32 Triple net The operating costs, maintenance costs and loss of rent associated with the vacancy are borne by the operator. 1.33 Distributable result or adjusted EPRA Earnings (per share) 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: Net result + depreciation and amortisation + impairments - reversals of impairments - reversals transferred and discounted rent +/- other non-monetary items +/- result of sales of property +/- changes in fair value of real estate, changes in fair value of nancial assets/ liabilities = adjusted EPRA Earnings (A) +/- gains and losses on real estate (gains and losses relative to the cost plus Care Property Invest nv / Glossary 298 299 Glossary / Care Property Invest nv activated investment costs) realised during the nancial year - gains on real estate realised during the nancial year that are exempt from mandatory distribution subject to their reinvestment within a period of four years (gains in relation to the cost plus activated investment costs). + realised gains on real estate that were previously exempt from mandatory distribution and were not reinvested within a period of four years (gains in relation to the acquisition value plus activated investment costs). = Net gain on disposal of real estate that is not exempt from mandatory distribution (B) and • the net diminution in the debt of the public RREC in the course of the nancial year, as provided for in Article 13 of the Royal Decree of 13 July 2014 (see the above denition of debt ratio). 1.34 Universal registration document 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, nancial position, prots, 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. 1.35 Company Care Property Invest NV 1.36 Prohibited period The period that is communicated as such by the Compliance Ofcer 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 price- sensitive character. 1.37 Regulation (EU) 2017/1129 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. 1.38 Code for Companies and Associations (CCA) The Code of Companies and Associations of 23 March 2019, as published in the Belgian Ofcial 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. 1.39 Residential Care Decree The Residential Care Decree of 13 March 2009, as published in the Belgian Ofcial 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 Care Property Invest nv / Glossary 300 301 Glossary / Care Property Invest nv 2. Abbreviations 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 xed capital BCCA (WVV) Belgian Code of Companies and Associations BPR Best Practices Recommendations CEO Chief Executive Ofcer CFO Chief Financial Ofcer COO Chief Operating Ofcer CODM Chief Operating Decision Maker C VA 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-prot organisation Care Property Invest nv / Glossary 302 303 Glossary / Care Property Invest nv Care Property Invest nv Horstebaan 3 2900 Schoten T +32 3 222 94 94 F +32 3 222 94 95 E [email protected] Belus 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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