Annual Report (ESEF) • Mar 18, 2022
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With more than 150 years of experience, we dare to claim that we have the agility to invest and the drive to improve living and working environments. ABOUT Iol ANNUAL REPORT 2021 2 Ambitious ESG policy based on three pillars on asset level: UNITED KINGDOMUNITED KINGDOM ABOUT IMMOBEL for theus for thecouni for theenrment > 200 devoted team members in Europe > EUR 725 mio market capitalisation > 85 projects under development 1,600,000 m 2 under development EUR 5.5 bio gross development value 71 % residential projects in portfolio CONTENT 02 ABOUT IMMOBEL 04 MESSAGE FROM THE EXECUTIVE CHAIR 09 WHO WE ARE 09 Trends and drivers 10 Our vision and mission 11 Our values 12 Our strategy 13 Our ambious ESG policy 18 2021 HIGHLIGHTS 20 2021 KEY FIGURES 22 SHAREHOLDER INFORMATION 24 MAGAZINE: THE PEOPLE OF OUR CITIES 25 For the users 31 For the community 43 For the environment 49 ACTIVITIES 49 Belgium 52 France 55 Luxembourg 57 Poland 58 Germany 60 Spain 61 United Kingdom 62 MARKET ANALYSIS 77 ESG REPORT 101 MANAGEMENT REPORT 115 CORPORATE GOVERNANCE STATEMENT 133 REMUNERATION POLICY 141 REMUNERATION REPORT 155 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS 215 GENERAL INFORMATION ANNUAL REPORT 2021CONTENT 3 Oxy, Brussels 2021 announced itself as the year of transion. At the start of the year, the massive vaccinaon drive brought a return to normal life within grasp. However, as autumn turned into winter, reality kicked in and it became clear that COVID and its impact on socio-economic life would not disappear overnight. Next to the latest pandemic, in 2021 we faced several structural trends: the eects of climate change, rising environmental awareness, a need to address social inequality, and exploding digitalisaon. The urban environment grapples with structural supply challenges because of increased urbanisaon and an aging populaon. These megatrends impacted our business and society at large and will connue to do so in the long run. MESSAGE FROM MaixGae ANNUAL REPORT 2021 MESSAGE FROM MARNIX GALLE 4 Executive Chair ANNUAL REPORT 2021 MESSAGE FROM MARNIX GALLE 5 DELIVERING ON PROMISES, EXCELLENT FINANCIAL RESULTS Immobel’s devoted teams, solid nancials, substanal business pipeline, and future- oriented investment strategies are our strongest assets and make us a solid and reliable partner. These assets make us resilient and will help us tackle future challenges head on. Building on our solid legacy of more than 150 years, we will connue to expand our business. In 2021, we reached several milestones ensuring connued growth. Despite the connuing pandemic, and a challenging perming environment, 2021 yet again marks a successful year. We were perfectly posioned to take advantage of the structural growth in our markets. We nished 2021 with an excellent net group prot of EUR 92.2 million (EUR 9.25 per share) and a return on equity (19%) well above our 15% target. On this basis we commit, once again, to a 10% dividend increase, bringing the 2021 gross dividend to EUR 3.05 per share. A FORWARD-THINKING REALESTATEPARTNER Overall, real estate markets performed well despite the insecuries linked to the ongoing pandemic. In general, real estate businesses are condent about the future. When looking at the dierent subsectors the picture remains diverse. The residenal market was characterised by rising demand for second and suburban homes, creang a strong commercial uptake which had a posive impact on Immobel’s residenal sales. The future of the oce is the subject of many debates yet the trend towards downsizing, upgrading and sustainability is here to stay. The success of our oce pipeline, with Grade A properes on the best CBD locaons, clearly demonstrates this. In Brussels, we sold the BREEAM Outstanding and CO 2 -neutral Commerce 46 building in the European Quarter to Allianz, and the Möbius II building to the Belgian State (Régie des Bâments/Regie der Gebouwen). These transacons illustrate the connued appete for sustainable Grade A oce buildings. Throughout 2021 we signicantly strengthened our development as well as our investment management acvies. In Paris, we partnered with two renowned instuonal investors. Together with Goldman Sachs Asset Management, we acquired a high-quality mixed-use commercial and oce building in the centre of Paris. With Pictet Alternave Advisors, we bought an oce property located in the Paris Opera district, oering a signicant redevelopment opportunity in one of Paris’s most sought-aer locaons. We were awarded the contract for the conversion of the iconic Ta Barbès building into homes, shops and oces. By restructuring real estate to change its uses or by introducing mixed-use, we are responding to the key challenges of major European cies: we are addressing not only the housing shortage but also the environmental challenges. Within the framework of our investment management business, we were acve in Brussels where we acquired the Sabam headquarters. In Luxembourg we A YEAR OF TWO HALVES 20212021 As a Chair I am very proud of our teams as well as their hard work over the past year. The achievements and sucesses we can present in this report are testament to their sustained energy and enduring resilience. Maix Gae Execuve Chair transferred the recently acquired Scorpio oce building in the Cloche d'Or district to the BELUX Oce Fund. The combinaon of development and investment management acvies oers real synergies, beneng from the nancial strength on the one hand and deep real estate experse on the other hand. 2021 was the year in which we laid the groundwork for Immobel Capital Partners, our new London-based subsidiary which regroups our investment management acvies. The team will focus on European green strategies that are fully aligned with the objecves of long-term instuonal and qualied investors and partners. In Spain we will develop the Four Seasons Marbella Resort, a presgious project with a ve-star hotel and private residences, condominiums and villas. This puts us in pole posion to further explore opportunies in the Spanish market. Our ability to make future-oriented investments in several countries underscores our connued ambion for further European expansion. CATALYSTS FOR GROWTH In 2021 we witnessed slowly improving perming acvity across all markets compared to 2020, which was a year of nger-on-the-pulse management with sales slowing down and perming procedures being delayed. Immobel obtained permits for a sales value of EUR 892 million in 2021 (compared to EUR 506 million in 2020), including nal permits amounng to a sales value of EUR 580 million. In 2021, Immobel grew its porolio with more than 9% to EUR 5.6 billion (Gross Development Value) by acquiring assets worth EUR 1.2 billion in sales value. Once ANNUAL REPORT 2021 MESSAGE FROM MARNIX GALLE 6 Möbius, Brussels ANNUAL REPORT 2021 MESSAGE FROM MARNIX GALLE 7 again, this substanal pipeline will serve as an important catalyst for our growth in the coming years. LEADING IN SUSTAINABILITY Over the past year, we made signicant headway towards our objecve of becoming a key sustainability leader within our industry. We iniated the process to rene and roll-out our sustainability engagements throughout the group. Furthermore, we started dening our comprehensive sustainability strategy based on 13 themes linked to the UN Sustainable Development Goals. Our CSR Report, included in this Annual Report, gives a detailed overview of our comprehensive strategy. In 2021 we also developed a Green Financing Framework as an extension of all sustainability and environmental acons we undertake. Our inclusion in the Global Real Estate Benchmark (GRESB) will lead to updated CSR policies. We have the ambion to raise the GRESB bar in 2022. EMBRACING THE FUTURE Geopolical tensions, strong inaonary pressures, energy supply and general supply side issues, the end of the zero-interest era, the repricing of stocks and equity assets, huge country and corporate debt and many major societal challenges make one wonder whether the glass is half empty or half full. Sustained demand and economic growth do add to the full glass picture. So does a world glut of savings which will connue to provide relavely cheap capital. The diminishing strength of the latest COVID strains provide hope for a more normal tomorrow. Innity, Luxembourg 8 ANNUAL REPORT 2021 MESSAGE FROM MARNIX GALLE Society is changing and evolving at an ever-faster speed. This trend provides opportunies but also pialls for the built environment. Real estate companies need to be agile but must connue to create beer places, working together for a greater good in the interest of all stakeholders. Connuously adapng to shiing market senment while being part of implemenng sociees’ soluons is where Immobel wants to connue to be its call of voice. As a Chair I am very proud of our teams as well as their hard work over the past year. The achievements and successes we can present in this report are testament to their sustained energy and enduring resilience. These are even more remarkable given the extraordinary and unprecedented circumstances in which they were realised. I am encouraged by their passion, dedicaon and eorts. While we are building on a legacy of more than 150 years, Immobel has and will connuously embrace the future. We are parcularly grateful to you – our shareholders, partners and stakeholders – for your lasng trust and loyalty. We are condent for the future and look forward to connuing Immobel’s journey together with you. While I am nalising this leer, an unthinkable war is breaking out in Ukraine, which is eroding our democrac values and is causing extreme human and economic suering. Our thoughts are with the people of Ukraine, the civilians in the war zone and everybody who is aected by this cruel act of military aggression. Let us hope that reason will soon prevail. MaixGaeMaixGae Execuve Chair Lebeau, Brussels ANNUAL REPORT 2021 9 WHO WE ARE Importance of developing public and private spaces to promote health and well-being for everyone Guarantee access to nature spaces for the well-being of city dwellers Development of so mobility and of the “15-minute city” to facilitate everyday travel Improvement of city air quality Growing demand for accessible services near where people live and work Diversity of the economic fabric and social diversity are key factors for quality of life Dicules experienced by cies to produce part of what is consumed in them (urban farming) and the development of urban industry iniaves (fab city) Local supply as the consumpon choice of households, in large cies in parcular An increasing number of hybrid living and working spaces: alternave, coworking, coliving and other spaces Negoated urban planning, territorial dialogue and the growing role of cizens and civil society in project denion Fight socio-urban inequalies, dicult access to employment and improve the employment-housing connecon Reduce the impact of the real estate sector on the environment with respect to the producon of greenhouse gases and resource consumpon thanks to innovaon and clear themes (biodiversity, materials reuse, biosourced buildings, etc.) Increasingly demanding regulaons for asset carbon performance: EU Green Deal WHO ware TRENDS AND DRIVERS In a complex and constantly changing real estate market, our vision for creang the cies of tomorrow remains clear: we want to reinvent urban spaces to make them enjoyable and sustainable places. Real estate is changing and adapng to its users' new ways of living and working. Several big trends and drivers impact what we do at Immobel; we integrate them in our strategy and reinvent our cies with an innovave mindset. for theus for thecouni for theenrment ANNUAL REPORT 2021 WHO WE ARE 10 OUR VISION Reinvent living and working environments to help communies live well and sustainably. Our cies are facing challenges which have been accelerated by the health crisis. Taking part in building the cies of the future requires providing answers to these challenges. We are convinced that place has a direct impact on our lives. Thanks to their diversity, public spaces, markets, cultural centres and alternave spaces contribute to the quality and resilience of people-oriented cies. These places already are and, in future, will become increasingly valuable for the regions and all the people associated with them. Each region is also dened by its inhabitants, its companies, its culture, its heritage and its natural environment. As is the case for an ecosystem, the diversity of a region is a key factor for the resilience of the collecve. Immobel has been working with all of its stakeholders to implement the technical and economic condions required to prepare the social and environmental transion of cies. OUR MISSION Create high-quality, future-proof urban environments with a posive impact on the way people live, work and play. At Immobel, we want to develop places that have a posive impact on the lives of people and communies. As a result, improving environmental objecves is at the heart of each project. Our real estate developments also take into account the history and identy of the neighbourhoods in which they are located. This approach enables us to provide fullling living, working and recreaonal spaces which also have a low environmental impact. ANNUAL REPORT 2021 WHO WE ARE 11 Trust Trust is the cornerstone of our business, and of our company’s story that started in 1863. Every day, we put our dedicaon and experse to work for clients, investors, cizens and partners. Every day, we aim to be worthy of their trust. Agility We are used to working with many dierent stakeholders, as well as improvising in ever-changing circumstances. Without ever compromising on quality or the key aspects of responsible development, we design real estate projects that meet the most exacng standards of construcon and urban renewal. Passion We love what we do! It is the driving force for our team of dedicated people, and it fuels our constant desire for improvement and our soluons-oriented approach. It also creates a lively work atmosphere where all colleagues can give the best of themselves and contribute real added value to our projects. OUR VALUES ANNUAL REPORT 2021 WHO WE ARE 12 OUR STRATEGY Present in Belgium, Luxembourg, France, Germany, Poland, Spain and the United Kingdom, we are commied to building the cies of tomorrow. Through both property developments and investments, the Group aims to build sustainable and high-quality urban environments on the European property market to meet the needs of the people who live, work and spend leisure me there. We develop major mixed-use urban projects thanks to the variety of experse within our sta. Our subsidiary, Immobel Capital Partners, focuses on creang investment strategies in the oce and residenal sectors where Immobel is already a market leader which allows the creaon of unique synergies. A PURPOSE DRIVEN REAL ESTATE DEVELOPER AND INVESTMENT MANAGER C o n s t r u c o n C o m m e r c i a l i s a o n M a r k e t d e v e l o p m e n t P e r m i t s C o n c e p t u a l i s a o n A c q u i s i o n E S G M A R K E T I N G F I N A N C E L E G A L ANNUAL REPORT 2021 WHO WE ARE 13 CREATING HEALTHY PLACES OUR AMBITIOUS ESG POLICY Since we are very aware that buildings become a part of cies for a very long me, we want our projects to be healthy living places. The current health crisis has shown us, more than ever, what will count in the future: the ability of places to contribute to our quality of life, to reduce our environmental footprint and to acvely contribute to the vitality of the region. These concerns are part of all of our projects and illustrate the desire of our teams to develop urban spaces that benet both individual users and communies. We implement our convicons in three ways on the level of our asset: through what we do for the users, for the local community, and for the environment. At group level, we focus on collaborators and partners engagement, stakeholder dialogue and social sponsorship. Read our ESG report ANNUAL REPORT 2021 WHO WE ARE 14 In 2021, we have set-up a process to rene and rollout our sustainability engagements throughout the Group. The starng point was the denion of the most important UN Sustainable Development Goals (SDG's) which should guide our day-to-day business. We have idened 7 goals, in parcular those related to sustainable cies and communies, good health and wellbeing, as well as measures related to climate change. OUR OBJECTIVES ARE LINKED TO THE UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS Isala, Brussels We consider these SDG's as the ones on which we can have a direct impact at assets level. In addion, at group level, we are convinced that we can have a direct or indirect impact on SDG's 17, 5, 3, 9, 4. In the following pages we give an overview of the key focus areas in our ESG strategy. ANNUAL REPORT 2021 15 WHO WE ARE for theus As a real estate developer and investor, we play a leading role in construcng a healthy living, working and recreaonal environment for all city users. Our projects are intended to produce high-quality areas in cies that benet everyone. This is why we are careful to minimise exposure to risk factors that impact people’s health. We also include the many secondary factors which contribute to ensuring the well-being of urban populaons such as the proximity of essenal services, accessibility to nature, the design of spaces, a sense of safety and the opportunity to meet. HUMAN-CENTRED DESIGN To successfully complete our mission to create healthy spaces, we ensure the excellence of building techniques and operaons management. With an enlarged focus on well-being, Immobel has decided to pursue WELL cercaon for large urban development projects. For its enre porolio, a health and well-being design checklist has been developed to assure health and well-being parameters are integrated in the design. By designing environmental qualies – daylight, clean air, venlaon, careful sound design, biophilic design, vistas onto green surroundings, and integrated biodiversity – into our living environments and working spaces, we create beer condions for our users’ health and well- being, both mental and physical. SOFT MOBILITY FOR URBAN PROXIMITY When deciding where to develop our projects we consider the distance to public transport and between facilies, we focus on developing projects near central mobility hubs. We also want to promote access to nearby services that can be reached on foot or by bicycle. The reducon in mobility needs results in more sustainable lifestyles and an improvement in quality of life. The launch of MyMove, with its eet of shared electric cars and bicycles, conrms the trend of oering services which encourage our users to opt for so mobility soluons. Read our magazine Innity, Luxembourg ANNUAL REPORT 2021 WHO WE ARE 16 We develop urban areas. This is a signicant responsibility because it provides a unique opportunity to create an environment that will have a long-term impact on the life of its users. We therefor design our developments for and with all of the stakeholders impacted. Working for the community means taking account, to the extent possible, of the needs for services and facilies expressed by our interlocutors. Working with the community means consulng with them and involving them in the planning process. Our acve involvement in several non- prot organisaons, whose goal is to rethink neighbourhoods via a public-private/non-prot dialogue, demonstrates our commitment to overall well-being and our role as a regional expert. SUPPORT THE LOCAL ECONOMY TO DIVERSIFY THE REGIONAL FABRIC We are commied to ensuring that our developments provide an opportunity to diversify the local economic fabric by providing answers to the needs for services expressed by the resident community. We are convinced that the wealth of neighbourhoods is proporonal to the diverse acvies that take place in them. This is a factor for social cohesion because it enables the resident populaon to meet their needs locally and it draws in other users. The diversity also enables the development of a range of local acvies by reducing dependency on external economic ows. To meet this goal, we are developing regional analysis tools and we rely on the disseminaon of transional urban planning experiences to test the relevance of new services before integrang them in a nal project. PUBLIC ENGAGEMENT, OPENING UP TO LOCAL RESIDENTS We strengthen the dialogue with the players concerned, at every level: from the territorial authories to residents, from retailers to major companies. We try to include our stakeholders as much as possible in our projects, from the design steps, by acvang an ecosystem which can feed into our planning acvity and add value to each project. We want our projects to reect this goal for openness via the planning of exterior and interior spaces that are open and accessible to all. We are convinced that the economic and social value of a real estate asset grows when it is used intensively by a diverse set of users. The desire for innovave product denion also translates into the group’s in-house pracces. This is the case of IMMPULSE, a design-centred approach intended to promote hybridisaon between teams during the planning phase. SOCIAL INCLUSION, SUPPORT FOR VULNERABLE GROUPS A posive impact for local communies includes support for vulnerable groups, notably by supporng economic players who commit to providing socio-professional integraon and to ghng poverty. We work with our suppliers, service providers and tenants to support and accompany these acons. This includes our Immobel Social Fund, which accounts for 1% of our net income each year, and supports non- prots and social entrepreneurship players. for thecounit y Read our magazine ANNUAL REPORT 2021 WHO WE ARE 17 for theenrment The impact of the real estate sector on the environment is very signicant because it accounts for about 40% of energy consumpon and 36% of European CO 2 emissions. This is why the sector is at the heart of naonal and European strategies to adapt to and migate climate change, via quick, binding standards changes as demonstrated by the work underway to adopt the European green taxonomy. We work to ancipate regulatory changes that will have a profound impact on the way in which we design, build and manage real estate assets. We are seng up the tools needed to measure, reduce, oset and include these acons in a comprehensive strategy. TOWARD CARBON NEUTRALITY We have been using tools and studying avant-garde iniaves for several years now to ensure the energy performance of our assets, starng with environmental cercaon pracces (BREEAM, High Environmental Quality Cercaon (HQE), DGNB, or equivalent) which are consistently implemented in our projects. Our projects have several cercaons, as well as a series of labels, including WELL, BiodiverCity or Energie and E+C- (posive energy and reduced carbon building) in France. In order to ensure the consistency of our in-house iniaves, to disseminate them throughout our developments and to equip the company with a broader strategic direcon, in 2022 Immobel will dene a path to carbon neutrality. This will enable us to integrate our energy performance, carbon accounng and construcon materials selecon pracces. Several of our developments are already designed today to become CO 2 -neutral by eliminang all operaonal carbon and striving to become energy-neutral by producing locally at least as much energy as it consumes. PRESERVING BIODIVERSITY Our acvity has an impact on biodiversity. The preservaon of living things is integrated in our acvies via the locaon choices for our projects and the inclusion of green spaces favourable to ora and fauna. We work with landscapers and ecologists on a regular basis to get a precise understanding of the state of biodiversity on our sites and to put in place instruments suited to its preservaon. We also plan to disseminate in-house iniaves which combine respect for living beings with the maintenance of our green spaces. Immobel aims to favour the establishment of the most favourable spaces for biodiversity. A CIRCULAR APPROACH TO WATER MANAGEMENT Our environmental performance is being enhanced by more responsible water use. We are contribung to the emergence of lower-impact circular water use pracces for our real estate projects by using consumpon opmisaon soluons. PROMOTING THE REUSE OF MATERIALS AND THE CIRCULAR ECONOMY We are working on pilot projects for the restoraon of our heritage, urban mining and the reuse of materials to promote local architectural, human and material resources. Our acon in this respect enables us to connue to minimise the extracon of raw materials and maximise the local anchoring of our acvity. By priorising renovaons and based on the reuse inventories established for these renovaon projects, Immobel has set up an internal urban mining programme to idenfy the potenal for material reuse between our own projects or those that can be valorised by third pares. Read our magazine ANNUAL REPORT 2021 18 2021 HIGHLIGHTS 2021 Hghligh QUARTER 1 Delivery of 165 premium apartments in Innity: the tallest residenal building of Luxembourg Start of the construcon works at the green residenal project Îlot Saint-Roch in Nivelles, Belgium Markeng of River Place and Canal 44 begins, two new residenal projects in Luxembourg and Esch-sur-Alzee Sale of 129 residenal units in the Brouck’R project in Brussels to Quares Student Housing QUARTER 2 The Mul oce tower in Brussels is fully let to bpost, TotalEnergies, Immobel and a bank First closing of the Immobel BeLux Oce Development Fund. Two investments: the Scorpio oce building in Luxembourg and Sabam’s headquarters in Brussels Sales agreement for Commerce 46 building in Brussels with Allianz Inclusion in the MSCI World Small Cap Index Planning permission obtained for the development of “Wonen aan het groen” in Tielt, Belgium Immobel and BPI Real Estate sell part A of the Key West project in Brussels to Home Invest Belgium Purchase of a new site in Godbrange, Grand Duchy of Luxembourg Successful commercialisaon of phase 1 of Fort d'Aubervilliers in Paris region; markeng phase 2 starts earlier than foreseen Pictet Alternave Advisors and Immobel acquire an oce building located in the Paris-Opera district Brouck’R, Brussels Commerce 46, Brussels Fort d’Aubervilliers, Paris regionRiver Place, LuxembourgRiver Place, Luxembourg ANNUAL REPORT 2021 19 2021 HIGHLIGHTS QUARTER 3 Immobel and BPI Real Estate obtain building permit for the Brouck'R project in Brussels Building permit request for the renovaon of the Isala building in Brussels Immobel and Goldman Sachs Asset Management acquire and plan to redevelop a 2,700 m² high-quality building in the centre of Paris Redevelopment of Ta Barbès as a mixed-use building, Paris 12 th Belgian and 2 nd Luxembourg edions of Immorun, two must-aend aer-work events sponsored by Immobel, take place QUARTER 4 EUR 125 million green bonds issued to nance the development of our high-quality sustainable projects Urban approval for the Four Seasons Resort in Marbella, Spain Construcon works of Central Point in Poland nalised. First tenants occupy the building Immobel joins PropTech Lab Belgium, the community of innovators in the real estate value chain Immobel selected by Proximus as preferred candidate to nalise negoaons for the acquision and redevelopment of Proximus’ new headquarters in Brussels Sales agreement for the BREEAM Excellent Möbius II building in Brussels with the Belgian State Immobel France becomes member of the associaon "Everybody against cancer" End of the structural works for the iconic Nova oce development, Luxembourg Eden’s green façade is completed, Frankfurt Nova, Luxembourg Proximus, Brussels Four Seasons Resort, Marbella Eden, Frankfurt Möbius, Brussels Immorun, Luxembourg 20212021 29% Oces 71% Residential KEY FIGURES Portfolio BY SEGMENTBY COUNTRY CONSOLIDATED KEY FIGURES ANNUAL REPORT 2021 KEY FIGURES 2021 20 Key gures Immobel Group (EUR millions) 2017 2018 2019 2020 2021 Net result, Group share 11.0 56.8 102.4 33.3 92.2 Equity, Group share 303.6 344.6 426.2 491.9 571.5 Market capitalizaon (including own shares) 551.8 503.9 663.8 681.8 728.8 Market capitalizaon (excluding own shares) 484.2 442.4 583.3 655.0 726.8 Figures per share (EUR) (excluding own shares) 2017 2018 2019 2020 2021 Number of shares at year-end (thousand) 8,772 8,777 8,785 9,605 9,970 Net result, Group share 1.3 6.5 11.7 3.6 9.3 Value of equity 34.6 39.3 48.5 51.2 57.3 Gross ordinary dividend 2.20 2.42 2.66 2.77 3.05 Net ordinary dividend 1.54 1.69 1.86 1.90 2.14 Stock market ratios 2017 2018 2019 2020 2021 Stock price on 31 December (EUR) 55.2 50.4 66.4 68.2 72.9 Maximum quotaon (EUR) 59.7 57.0 69.0 81.8 78.0 Minimum quotaon (EUR) 51.0 47.0 50.2 56.2 62.2 Stock price / book value 159.5% 128.4% 136.9% 133.2% 127.2% Gross return for 1 year 1 9.8% -4.8% 36.5% 6.7% 11.0% Gross ordinary dividend / last stock price 4.0% 4.8% 4.0% 4.1% 4.2% Net ordinary dividend / last stock price 2.8% 3.4% 2.8% 2.8% 2.9% 1. Gross return for 1 year: (last closing price + dividends paid during the year - rst stock price for the period) / rst stock price for the period. 3% Spain 5% Germany 17% France 13% Luxembourg 57% Belgium 5% Poland ANNUAL REPORT 2021 KEY FIGURES 2021 21 SUMMARY OF THE CONSOLIDATED FINANCIAL STATEMENTS (EUR MILLIONS) RESULT EUR 103.8 mio EBITDA EUR 582.9 mio Equity EUR 92.2 mio Net result Income statement 2017 2018 2019 2020 2021 Operang income 149.0 326.1 419.5 375.4 392.8 Operang expenses -127.1 -261.0 -327.2 -333.5 -338.3 Share in the results of associates 3.4 5.2 24.6 8.1 44.5 Operang result 25.3 70.3 117.0 50.0 99.0 Financial result -4.8 -4.8 -5.3 -7.3 -5.0 Result before taxes 20.5 65.5 111.6 42.7 94.0 Income taxes -9.6 -8.6 -9.4 -8.7 -1.6 Result for the year 10.9 56.9 102.2 34.0 92.4 Share of Immobel 11.0 56.8 102.4 33.3 92.2 Financial position ASSETS 2017 2018 2019 2020 2021 Non-current assets 66.2 181.7 213.3 448.3 506.3 Intangible assets 0.4 0.4 0.5 0.6 0.2 Goodwill 0.0 0.0 43.8 43.8 43.8 Tangible assets 1.0 0.9 1.0 1.4 2.8 Right-of-use assets 0.0 0.0 6.4 4.4 3.8 Investment property 3.0 104.3 81.1 197.1 174.0 Financial assets 50.7 70.6 65.4 182.8 258.2 Other 11.0 5.4 15.0 18.2 23.5 Current assets 734.1 784.7 1,087.9 982.8 1,178.9 Inventories 518.5 511.8 694.6 683.1 698.6 Cash 147.9 170.9 156.1 148.1 273.4 Other 67.6 102.0 237.2 151.6 206.9 TOTAL ASSETS 800.2 966.4 1,301.2 1,431.1 1,685.2 EQUITY AND LIABILITIES 2017 2018 2019 2020 2021 Equity 303.6 344.7 428.2 494.5 582.9 Non-current liabilies 338.8 332.9 523.4 609.6 535.1 Financial debts 330.1 322.0 507.0 571.1 507.6 Other 8.7 10.8 16.4 38.5 27.5 Current liabilies 157.8 288.7 349.7 327.0 567.2 Financial debts 68.8 193.7 200.1 180.8 359.1 Other 89.0 95.0 149.6 146.2 208.1 TOTAL EQUITY AND LIABILITIES 800.2 966.4 1,301.2 1,431.1 1.685.2 17 18 19 20 21 120 100 80 60 40 20 0 Operating result / Net result (EUR millions) ANNUAL REPORT 2021 SHAREHOLDER INFORMATION 22 Ifoa SHAREHOLDER 17 18 19 20 21 4 3 2 1 0 DIVIDEND POLICY Immobel aspires to a dividend increase of up to 10% every year, subject to the absence of any unforeseen exceponal events. For the 2021 nancial year, the Board of Directors conrms an increase of 10%, bringing the dividend to EUR 3.05 per share. 2.20 2.42 2.66 Dividend evolution overthepast 5 years (EUR) 2.77 3.05 16 17 18 19 20 21 RETURN ON EQUITY (ROE) ROE evolution over the past 6 years 40% 30% 20% 10% 0% 3% 17% 19% 30% 8% 19% Target ROE 15% 12/16 12/17 12/18 12/19 12/20 12/21 100 80 60 40 20 SHARE PRICE EVOLUTION Share price evolution over the past 6 years (EUR) + 10 % gross dividend compared to 2020 15.9 % average ROE over the past 6 years EUR 3.05 gross dividend EUR 72.9 share price on 31/12/2021 For more informaon: hps://www.immobelgroup.com/ en/investor-relaons ANNUAL REPORT 2021 SHAREHOLDER INFORMATION 23 SHAREHOLDING STRUCTURE AS AT DECEMBER 31, 2021 FINANCIAL CALENDAR In accordance with arcle 29 of the Law of 2 May 2007 on the disclosure of stakes held in issuers whose shares are admied to trading on a regulated market, Immobel has been informed by the following shareholders that they hold the shares menoned below: Shareholders Number of shares % of total shares A³ Capital NV/SA (and a related company), having its registered seat at 1020 Brussels, avenue des Trembles 2 5,898,261 58.99% Immobel NV/SA having its registered seat at 1000 Brussels, rue de la Régence 58 26,965 0.26% Free oat - 40.75% Total of known shareholders 5,925,226 59.25% Publicaon of 2021 annual accounts 10 March 2022 Annual General Meeng 2022 21 April 2022 Publicaon of 2022 half-year results 8 September 2022 Publicaon of 2022 annual accounts 9 March 2023 Annual General Meeng 2023 20 April 2023 40.75% Free oat 58.99% A³ Capital NV/SA (and a related company) 0.26% Immobel NV/SA ANNUAL REPORT 2021 24 MAGAZINE 2021: THE PEOPLE OF OUR CITIES The people of our cities 20212021 M aganeagane page 25 for theus page 31 for thecouni page 43 for theenrment What’s a city without its people? Simply a collection of empty shells. At Immobel we are committed to co-create cities that live and breathe. Cities that are attractive places to live and work in, and to enjoy. Places that inspire, connect, and bring peace and fullment. Everyone has their own individual story of what a city means to them. In the following pages we share some of these stories. We hope you enjoy reading how people are shaping or reshaping our cities, for the benet of the users, the community, and the environment. ANNUAL REPORT 2021 25 MAGAZINE 2021: THE PEOPLE OF OUR CITIES With its bucolic charm – views over the Alzette river and the hills of Dommeldange – its prime location and multimodal connectivity, the 8,000 square metre River Place currently oers one of the best places to live and work on the Luxemburg real estate market. The project supports diversity with both co-living units and a range of tradional apartments, some of which are oered at a social rate. Thanks to the hanging gardens and shared spaces, River Place creates an authenc village feeling, albeit in an urban seng. Chrisan Jadot, Senior Partner at ArtBuild architects, explains the raonale behind the unique design: “We have the same vision as Immobel. Thinking about future generaons is one of our major ambions, which is why we integrate sustainability and quality of life in all our designs. Thanks to the use of large windows, we bring the stunning nature and Lorem ipsum for theus River Place, Luxembourg RIVER PLACE COMBINING EASY LIVING WITH URBANVIBRANCY ANNUAL REPORT 2021 26 MAGAZINE 2021: THE PEOPLE OF OUR CITIES plenty of daylight into the living units. Moreover, the use of natural construcon elements – such as the wood panels on the façades – add to an overall feeling of well-being for users. The installaon of green roofs, solar panels and rainwater collectors, combined with the low-energy AAA- label, reinforce the sustainability ambion we share with Immobel.” One of the eye-catchers of River Place are the ‘hanging gardens’, which were installed on the huge rst-oor terrace. “These gardens were developed together with a local landscaping agency, who ensured that the chosen greenery promotes biodiversity,“ Chrisan adds. “The gardens not only provide access to the apartments, but also invite users to relax and enjoy the scenery.” These gardens, together with a mulpurpose room and other shared spaces – especially in the co-housing units – will further contribute to the unique community feeling, which is typical for a village seng, but less obvious in an urban environment. “So mobility is another major advantage of River Place. The new cycleway along the banks of the river Alzee connects this new sustainable neighbourhood to the city centre and the nearby railway staon. Moreover, the funicular and tram and bus stops are just a stone’s throw away, making River Place an ideal locaon to live and commute to the nearby central business district Kirchberg Plateau,” Chrisan concludes. The ground oor of the residenal building – situated underneath the hanging gardens – will have a commercial funcon. The units are designed in such a exible way that they can house oces and co-working spaces, but also a tness, a day-care center or coee bar. These will further favour the interacon and conviviality that dene River Place. Chsan Jado Senior Partner, ArtBuild Thinking about future generaons is one of our major ambions, which is why we integrate sustainability and quality of life in all our designs. for theus River Place, Luxembourg ANNUAL REPORT 2021 27 Situated between the old city centre, the business district and Warsaw’s largest city park, Central Point certainly does justice to its name. The tower in the city centre is located on the intersection of the capital’s two metro lines, with numerous tram and bus stops nearby and in close vicinity to the Central Railway Station. As a result, the tower oers the best mobility solution of the entire city. It is the only high oce tower in a neighbourhood dominated by low-rise residenal buildings, bars and restaurants, cinemas and theatres, ensuring open views in a perimeter of at least 300 metres. The nearby 15.5 hectare Saxon Garden further enhances that open feeling and provides a relaxing atmosphere, which can be enjoyed during lunchmes or aer work. CENTRAL POINT AT THE CROSSROADS WHERE ANCIENT GLORYMEETS MODERN DESIGN MAGAZINE 2021: THE PEOPLE OF OUR CITIES Central Point, Warsaw for theus Besides its unique locaon oering plenty of advantages to its users, Central Point has been thoughully designed to create a workplace that enhances the overall well-being and the urban quality of life of all its users. Olivier Thiel, Managing Director of Immobel Poland, explains: “A human-centred design was a clear prerequisite. Our architects – a local agency working together with the renowned rm Arquitectonica – therefore designed a building with almost 90% of its surface having access to daylight. Green terraces and a lobby housing a cosy coee shop give the building a homely feeling. Moreover, a cyclist-friendly infrastructure was set up, including bicycle stands, changing rooms, and showers. Special aenon was given to air quality, which – especially in Covid mes – is an important feature.” The building meets the highest environmental standards, as conrmed by the BREEAM Excellent cercate. Olivier connues: “Out of respect for the historic environment and the iconic PAST building, which when nished in 1910 was Poland’s highest building, Central Point’s façade was kept pure and uncluered. Nevertheless, it was thoughully designed, with two ‘wings’ on the south side to avoid overheang during summer. Overall, I’m proud to say that the building is a textbook example of how contemporary and sustainable design can be integrated in a historical context.” ANNUAL REPORT 2021 28 MAGAZINE 2021: THE PEOPLE OF OUR CITIES for theus Oier Tiel Managing Director, Immobel Poland The building is a textbook example of how contemporary and sustainable design can be integrated in a historical context. Central Point, Warsaw TATI BARBÈS AT THECORE OF 'REINVENTING PARIS' In Paris, where qualitative and aordable housing, historical building preservation and mixed-use programmes are high on the agenda, a project like Tati Barbès demonstrates that all of these objectives can be achieved at the same time. With a design that respects the iconic building and maintains a maximum of exisng structures, combined with a programme that responds to the human, social and cultural needs of the district, Immobel France – together with Studio Belem Architects – won the Ta Barbès compeon organised by the City of Paris, together with the private owners of the building. Malik Lemseer and Edouard Beencourt, founders of Studio Belem, explain: “Several generaons of people from all social backgrounds have shopped at this Ta store. It was more than just a shop: it was an experience; a genuine symbol of its me. And it was Immobel’s express wish to revive that diversity and unique character, and integrate it in the new 8,500 square metre Ta Barbès project.” The project consists of several buildings. The corner building, with its iconic façade, will house a cultural space on the ground oor and the underground oors, and new oces in the upper stories. The design also includes a hotel and some retail, and reintroduces a residenal funcon into the buildings, with 30% preserved for social housing. To ensure maximum comfort for all users, special aenon was paid to luminosity, qualitave materials and a premium nishing – in line with the BREEAM cercate Excellent level, to which the project aspires. “We also ensured that users can enjoy some outdoor space, which in the past two years has proven to be vital for the overall well-being of people,” the architects connue. “All new apartments situated at the rear of the block on ANNUAL REPORT 2021 29 Ta Barbès, Paris for theus We ensured that users can enjoy some outdoor space, which in the past two years has proven to be vital for the overall well-being of people. MalikLmsr andEdard Bencrt Founders of Studio Belem MAGAZINE 2021: THE PEOPLE OF OUR CITIES Rue Bervic have an outdoor terrace with stunning views of the Sacré-Coeur, while the 180 square metre rooop terrace with plenty of greenery will become an aracve communal meeng place for all residents.” As Paris is the so-called ‘15-minute city’ – aiming to oer Parisians all essenal stores and facilies within a 15-minute reach – the architects analysed the commercial oering already present in the neighbourhood and proposed various sizes of retail premises. This enables a range of dierent retail acvies from a bakery, orist or greengrocery to bigger furniture or fashion stores. The transformaon of the Ta Barbès complex lis this iconic locaon to a higher level and makes it future-proof. And this is exactly what the ‘Réinventer Paris’ (Reinvenng Paris) process intends: rethinking and reshaping the way Parisians live, work and play. “We are very excited that we can contribute, together with Immobel, to ‘ Réinventer Paris ’ with this legendary Ta project,” Edouard and Malik conclude. ANNUAL REPORT 2021 30 for theus MAGAZINE 2021: THE PEOPLE OF OUR CITIES Ta Barbès, Paris ANNUAL REPORT 2021 31 The area around Boulevard Anspach, situated in the very heart of the Brussels city centre and recently made into a pedestrian zone, has plenty of assets to be a coveted location. In the next few years, the neighbourhood is to undergo a further transformation. This will strengthen the neighbourhood’s identity and increase its popularity as a place to live. Several buildings are to be redeveloped by a number of companies, including Immobel. As a sustainable developer, Immobel not only creates sustainable buildings, but aims to contribute to the social transion and revitalisaon of neighbourhoods, thus creang future-proof places to live. To transform the Brussels Anspach area into a vibrant neighbourhood, a project has been set up, called Rez-de-Ville. It consists of a co-creaon trajectory between several developers and local authories. The goal is to rethink the programming of the ground oors of the buildings being redeveloped and their relaon with both public spaces and public services. Currently, the pedestrianisaon of the Brussels inner centre is mainly focused on a purely consumpon- based approach to public space, with major events targeng tourists. The new approach to programming the ground oors and (semi) public space seeks to nd a balance between this economic interest and the MAGAZINE 2021: THE PEOPLE OF OUR CITIES REZ-DE-VILLE BRINGING BACK THE BUZZ TO THE CITY OF BRUSSELS for thecouni Brainstorming meeng ANNUAL REPORT 2021 32 MAGAZINE 2021: THE PEOPLE OF OUR CITIES for thecouni creaon of a people-centric residenal area with proximity services (within a ve-minute walk) that will give future residents a sense of belonging. A number of methods will be used: tesng new funcons via temporary use of ground oors; analysing the exisng oer and needs in terms of proximity services; and conducng a number of co-creaon workshops. From these, recommendaons and scenarios will be drawn up for the programming of ground oors and (semi) public space. The objecve is to create an innovave desnaon that smulates emerging economic acvies and facilitates local and sustainable lifestyles, in order to give the Brussels inner centre a disnct identy. Alexandre Mussche of design agency Vraiment Vraiment explains: “Immobel has clearly understood that in order to give neighbourhoods a fair chance of remaining aracve in the long term, it’s necessary to think beyond pure protability. We are looking at small, local businesses or social acvies which meet a certain local demand. To get a beer view on those demands in the short- and long-term we are working closely with the City of Brussels. As owners of the public domain, their view and support is essenal to the success of this project. Instead of everyone working on their own island, the Rez-de-Ville project is a great example of how we should challenge private-public partnerships to create added value for the neighbourhood.” Immobel has clearly understood that in order to give neighbourhoods a fair chance of remaining aracve in the long term, it’s necessary to think beyond pure protability. Aexandre Mche Co-founder of Vraiment Vraiment ANNUAL REPORT 2021 33 Located in Luxembourg City at the gates of Kirchberg – a neighbourhood dened by the majestic buildings of the European institutions – Innity is a real game-changer. After having won the competition organised by the FUAK (Fonds d’Urbanisation et d’Aménagement du Plateau du Kirchberg), Immobel created this complex with the aim to revive the urban environment and turn it into a pleasant place to live, shop and work. With its two sculptural residenal towers – housing 150 premium apartments and 15 aordable housing units – and an oce building that is linked to the towers by a retail gallery, Innity sets the tone for making the neighbourhood increasingly vibrant and resilient. Félicie Weycker, President of the Kirchberg Fund explains: “To prevent people or companies buying mulple apartments as an investment, we limited the sale to one apartment per person. Moreover, for 35% of the apartments, owners are required to live here permanently for at least 12 months. And to ensure we have a representave mix of social backgrounds we allocated 10% to social housing. We want the Innity towers to be occupied, which will automacally have a posive impact on the neighbourhood.” Innity, Luxembourg INFINITY TURNING A BUSINESS DISTRICT INTO A VIBRANT PLACE TO LIVE MAGAZINE 2021: THE PEOPLE OF OUR CITIES for thecouni Another way of aracng people is by oering an interesng retail proposion. Innity Shopping provides a mix of local SMEs, some franchises and plenty of small businesses that cover the daily needs, not only of Innity inhabitants, but also of the many people working in this business district. Moreover, the many cycle paths and its locaon near the Philharmonie/Mudam tram stop encourage so mobility, contribung to the overall quality of life and conviviality of the area. The results are already visible: the open, public space in front of the towers is the beang heart of the neighbourhood, while Innity has become an important element in the evoluon of the district towards people-friendly urbanism. Félicie Weycker concludes: “Innity perfectly illustrates what the city of the future should look like: compact yet very funconal; sustainable and aesthec at the same me; accessible and inclusive; in a neighbourhood combining oce, residenal and commercial funcons.” ANNUAL REPORT 2021 34 Félicie Wycker President of the Kirchberg Fund Innity perfectly illustrates what the city of the future should look like: compact yet very funconal; sustainable and aesthec at the same me; accessible and inclusive. for thecouni Innity, Luxembourg MAGAZINE 2021: THE PEOPLE OF OUR CITIES ANNUAL REPORT 2021 35 In the coming decades, the Slachthuis Site in Antwerp (Belgium), named after the location of the former abattoir, will undergo a dramatic transformation. The redevelopment of the entire site is closely connected to the covering of the Antwerp ring road. The master plan for this 18-hectare project includes the potenal development of 240,000 m² that will take place in three phases. The focus is on residenal buildings supported by a school, a high-tech campus, student housing and local businesses. Together these will bring a new dynamic into the area. As an expert in large-scale urban development projects and a member of the public-private partnership (PPP) alongside Triple Living and the City of Antwerp, Immobel is to play a key role in transforming the current wasteland into a new, vibrant neighbourhood. The Slachthuis Site, Antwerp THE SLACHTHUIS SITE TRANSFORMING AN AREA OF RICH HISTORY INTO A NEW AND DYNAMIC NEIGHBOURHOOD WITH A BRIGHT FUTURE MAGAZINE 2021: THE PEOPLE OF OUR CITIES LnQanten Development Director, Immobel High-quality buildings designed by internally renowned architects and young upcoming talents will ensure that the Slachthuis Site becomes a dynamic ecosystem, where it is pleasant to live, study, work and relax. for thecouni ANNUAL REPORT 2021 36 MAGAZINE 2021: THE PEOPLE OF OUR CITIES for thecouni The Slachthuis Site, Antwerp At the heart of the new Slachthuis Site will be extensive public spaces such as squares, green corridors and parks that will connect exisng and new parts of the area. Another focus will be the encouragement of slow mobility; vital for this future low-trac neighbourhood. Leen Quanten, Development Director at Immobel, adds: “The Slachthuis Site is a new urban development with a variety of funcons. Educaonal, food and local business opportunies such as start-ups and ex oces will smulate the local economy. High-quality buildings designed by internaonally renowned architects and young upcoming talents will ensure that the Slachthuis Site becomes a dynamic ecosystem, where it is pleasant to live, study, work and relax.” The rst phase of the project will kick-o in autumn 2022 and will focus on the area around the former abaoir halls, which are the backbone of the redevelopment. The eastern hall will be converted into the new high- tech campus of the Antwerp University College for its STEM courses for 3,500 students. The western hall will temporarily be used for supporng funcons of the university unl its nal use for local businesses, R&D facilies, and residences. Around six new residenal buildings will be constructed in the coming years. The rst phase will have a crical mass of 160,000 m², which represents around 65% of the enre site. The combinaon of all these elements will turn the Slachthuis Site into an outstanding, new and dynamic neighbourhood that will re-establish its posion as one of the most presgious locaons in Antwerp. After having successfully worked together on previous projects, Immobel called upon Forest’s expertise and network to nd temporary occupation for their 4,300 square metre building in the Rue de Crimée, in the Buttes-Chaumont district (19 th arrondissement in Paris). By oering temporary use of the building – prior to geng the necessary building permits and starng the redevelopment works – Immobel aims to create added value for both the city and community. It is a win-win for mulple pares. Local organisaons with limited budgets get access to workspace at aordable prices. Temporary occupaon prevents a building from being squaed, which is highly appreciated and applauded by the local community. In addion, it enhances the developer’s asset prior to the start of the construcon works. The former administrave building in the Rue de Crimée currently houses a small events agency and various audio- visual companies. Due to the nature of their business – short-term projects against low budgets – audio-visual companies usually struggle to nd aordable work or shoong venues, especially in Paris with its sky-high rental prices and limited real estate oer. Forest aims to close that gap, by oering access to buildings which would be unaordable on the regular market. “We mainly focus on local organisaons or companies in the cultural or creave sector and social economy,” explains Adrien Viaud, co-founder of Forest. “Where GIVING BUILDINGS A SECOND LIFE ANNUAL REPORT 2021 37 Bues-Chaumont, Paris Aden Vaud Co-founder of Forest Agency We will always aim to promote and facilitate interacvity with the neighbourhood. MAGAZINE 2021: THE PEOPLE OF OUR CITIES for thecouni ANNUAL REPORT 2021 38 possible, and if the ming allows, we will reach out to local authories and organisaons to understand their needs. It is our aim to promote and facilitate interacvity with the neighbourhood.” In previous collaboraons, Forest created temporary arst studios and facilitated exhibions, but the sectors in which temporary users operate are highly diverse. “We have had physiotherapists, accountants, non-governmental organisaons and start-ups in our buildings. It is extremely rewarding to see that some of them have grown into successful businesses. Access to premises remains a vital barrier for organisaons to grow or simply become operaonal. We are pleased we can oer them a kick-start. We are parcularly grateful that developers like Immobel decide to give their buildings a temporary use, in ancipaon of renovaon or a new construcon.” Bues-Chaumont, Paris MAGAZINE 2021: THE PEOPLE OF OUR CITIES for thecouni Immobel actively promotes and nancially supports organisations that work on social inclusion. One of these is TADA (ToekomstATELIERdelAvenir), which Immobel has supported since 2018, via the Immobel Social Fund. In Brussels, TADA reaches more than 1,500 socially vulnerable teenagers and accompanies them on a coaching journey. The objecves include (re)discovering their talents, ne- tuning their horizontal skills and boosng their self-condence. The ulmate goal is ensuring that they become responsible members of an inclusive society. “We basically help them to open up their perspecve, and at the same me encourage them to open doors,” says Pieter De Wie, CEO of TADA. “As these youngsters usually have a very limited network, TADA puts them into contact with a wide range of professionals who share their passion for their job in interacve workshops. These workshops are really the ‘heart’ of our acvies.” Teenagers who join the TADA trajectory commit themselves to following weekend school classes every Saturday, for a period of three years. “We work on prevenon and want to broaden their view on society and on their own future. During workshops we introduce them to a maximum number of dierent professions, which gives them a avour of what their future could look like. Moreover, as they are expected to show up every week, we also call upon their sense of responsibility. We ANNUAL REPORT 2021 39 MAGAZINE 2021: THE PEOPLE OF OUR CITIES for thecouni CONTRIBUTING TO A MORE INCLUSIVE SOCIETY Thanks to the nancial support of companies like Immobel, we can help youngsters who live in socially- deprived situaons to develop themselves. Peter DWe CEO of TADA Workshop organised by TADA ANNUAL REPORT 2021 40 MAGAZINE 2021: THE PEOPLE OF OUR CITIES want to convince them that they do have a future. What this future will look like, however, is enrely in their own hands and solely depends on their perseverance and willingness to approach new impulses with an open mind.” Aer this 3-year period the pupils become part of the alumni network and plaorm ‘TADA for Life.’ Through this they remain in contact with TADA, guest lecturers and companies, hence sustaining the process of mutual inspiraon and movaon. Many alumni connue aending weekend classes, where they volunteer as a coach for younger pupils, who see them as a role model. Not only does this boost the alumni’s self-condence, it also keeps the strings with TADA ght. The Immobel Social Fund started supporng TADA in 2018, allocang its nancial injecon specically to the Molenbeek weekend school. More recently, the Fund decided to support the overall weekend school management – and not only the Molenbeek school – to reach even more youngsters. Pieter adds: “Thanks to the nancial support of companies like Immobel, we can help youngsters who live in socially-deprived situaons to develop themselves, hence contribung to a more inclusive society.” In 2022 Immobel will connue to support TADA, as well as other organisaons acve in oering guidance to young people. Calame asbl is one of them: it’s an associaon that supports youngsters – both from primary and secondary school – during their educaonal trajectory. YouthStart is another, oering training to youngsters to kickstart their plans for the future. And nally there’s Schola ULB, supporng students in diculty, to prevent them from dropping out. for thecouni Workshop organised by TADA Workshop organised by TADA ANNUAL REPORT 2021 41 for thecouni Grand Duchy of Luxembourg's second city, Esch-sur- Alzette – famous for its architectural monuments and heritage – is enjoying a boom. The population is growing continuously. New infrastructure is being constructed. Cultural buildings are undergoing a makeover and an increasing number of real estate projects are emerging. Luc Everling, Esch-sur-Alzee’s lead architect, explains more: “The city’s urban priories are centred on two strategies: redeveloping the browneld and redesigning the layout of the city centre with a focus on densicaon. Immobel Luxembourg’s Canal 44 project dovetails nicely within this second iniave.” The project focuses on diversity in the wider sense as one of the city’s principal goals. This diversity comes in dierent forms: funconal diversity, social class diversity, and preservaon of the heritage that will lead to architectural diversity. “You nd these three foundaons in Canal 44,” adds Luc. “The joint programme involving businesses, services and housing allows us to aract a varied public, both generally speaking and in terms of revenue.” Built in 1938 as headquarters of the Journal d’Esch press group, the main façade and some interior features of 44 Rue du Canal are listed, so have been preserved. “The iconic façade with a terrace-style entrance are protected by the PAP ('Plan d'Aménagement Parculier' or Specic Development Plan), not only for its CANAL 44 DIVERSITY, HERITAGE AND BIODIVERSITY INTHE HEART OF THE CITY CENTRE MAGAZINE 2021: THE PEOPLE OF OUR CITIES Canal 44, Esch-sur-Alzee architectural value but for its nod to the history of our city,” points out Luc. Another aspect of the programme is its densicaon within the housing cluster. “This allowed us to increase the number of residences on oer; an essenal requirement given the growth of Esch-sur-Alzee.” Housing is a very important issue for the city. Care has been taken not only to provide dedicated equipment to the residenal buildings to ensure diversity, but also to enhance the layout of outdoor spaces. The residence opens up to a tree-lined cluster, designed to promote biodiversity in the city as well as to oer a shared garden. These green spaces provide valuable areas for residents and visitors to relax and enjoy an enhanced quality of life. “It’s important that everyone benets from this aesthec perspecve,” insists Luc. “Preserving what may be of value, while allocang properly to enhance that value!” With these words, Luc reveals the secret to successful development. ANNUAL REPORT 2021 42 for thecouni Lc Erling Lead architect, Esch-sur-Alzee Preserving what may be of value, while allocang properly to enhance that value! MAGAZINE 2021: THE PEOPLE OF OUR CITIES Canal 44, Esch-sur-Alzee ANNUAL REPORT 2021 43 HORIZON NATURE WHEN THE SUSTAINABLE OUTCOME IS GREATER THAN THE SUM OF THE INDIVIDUAL ENVIRONMENTAL ELEMENTS As real estate is a sector with one of the largest environmental footprints, developers have an important role to play in realising a construction shift towards increased sustainability. Immobel is fully committed to making a dierence in helping to build a sustainable future. It does this by choosing for responsible architecture, applying more sustainable construction methods, and integrating eco-friendly materials and features in its projects. Horizon Nature, located in Montévrain, in Seine-et-Marne, France, is a prime example of that commitment. The project, consisng of 67 apartments and eight family homes, incorporates numerous sustainable features. Together they make the project not only environmentally friendly but also benecial to the overall well-being and quality of life of its users. Yves Eveillard, Naonal Residenal Director of Immobel France explains: “The individual features we integrated in the Montévrain project may not look that spectacular, but the combinaon of all of them makes the project stand out. For example, as the land was inclined, we needed to level it before starng construcon. Before transporng the surplus soil to a distant locaon, we oered it for free to our neighbour, who was suering from the opposite problem: his land needed to be raised. Thanks to this iniave we kept 50 trucks – which would have transported 1000 cubic metres of surplus soil – o the road. It also reduced the nuisance Horizon Nature, Montévrain The individual features we integrated in the Montévrain project may not look that spectacular, but the combinaon of all of them makes the project stand out. Ys Eiard Naonal Residenal Director, Immobel France for theenrment MAGAZINE 2021: THE PEOPLE OF OUR CITIES ANNUAL REPORT 2021 44 for our neighbours.” In this register, earthworks are carried out with a hybrid mechanical excavator. “In terms of insulaon levels we exceed the legal requirement by 20 to 30%,” Yves connues. “The same goes for energy consumpon: we will sign a contract with a local gas provider, who compensates the consumpon of natural gas by injecng green gas – produced locally from organic waste, agricultural residues or livestock manure – back into the gas grid.” As for water management, water- saving taps were installed everywhere. Each home has a 350-litre rainwater tank, allowing people to water their plants and vegetables. The houses are equipped with solar panels and all living units have smart heang controls, which further reduce the overall energy consumpon. Individual boilers are monitored to prevent any breakdowns. For the construcon, ve local contractors were used, all living within a 15-minute radius. All suppliers and architects commied to implement a zero paper policy. “To boost biodiversity we will install insect hotels, bird nest-boxes and beehives in the adjacent Bois de Chigny,” adds Yves. “Horizon Nature inhabitants will therefore have access to locally-made honey, as well as a haven of peace and tranquillity.” Horizon Nature also promotes e-mobility. Two electric-vehicle charging staons have been installed, and the possibility to introduce an e-bike sharing system on site is being discussed. All these eorts have certainly not remained unnoced. The Montévrain project won two local Pyramides d’Argent awards (‘Oscars’ for real estate developers) in the Innovaon and Quality category. And in the naonal Pyramides d’Or selecon, Montévrain nished second in its category, out of a total of 508 parcipants. Horizon Nature, Montévrain for theenrment MAGAZINE 2021: THE PEOPLE OF OUR CITIES Turning Total’s former headquarters, located on Rue de la Loi in the Brussels European quarter, into an exemplary, eco-friendly complex, was Immobel’s dream for this iconic building. To reach that ambition, drastic redevelopment and transformation – with a clear focus on sustainability, well- being and circularity – was indispensable. Dieter De Vos, Project Architect at Neutelings Riedijk, explains: “It was clear that Immobel set the bar very high for the Isala building. The objecves were well-dened and crystal clear: aim for a BREEAM cercaon Outstanding level on sustainability, a WELL Planum cercaon on well-being, and an Ecocert label in terms of biodiversity. Keeping that in mind, we went for a design with a nearly-zero carbon footprint, an energy-neutral score card and a focus on user well-being, while at the same me incorporang as much greenery as possible.” The exisng building – with a qualitave structure typical of the 1930s – will be preserved as much as possible. For the new-to-build construcon, CLT (Cross Laminated Timber) will be used, which has a posive impact on CO 2 absorpon. “Where possible, exisng materials such as marble les will be reused to further minimize the CO 2 footprint ANNUAL REPORT 2021 45 ISALA EUROPE’S MOST SUSTAINABLE BUILDING We went for a design with a nearly-zero carbon footprint, an energy-neutral score card and a focus on user well-being. Deter DV Project Architect, Neutelings Riedijk Isala, Brussels MAGAZINE 2021: THE PEOPLE OF OUR CITIES for theenrment ANNUAL REPORT 2021 46 of the project,” Dieter connues. “Moreover, by opmising the outer skin of the building – through high-quality thermic insulaon – we are able to minimize the building’s energy demand. The BIPV panels in the south-facing façades and the solar panels on the roof, combined with a geothermal installaon, ensure sucient energy producon to make the building operate autonomously, with no need for o-site energy from the grid.” One of the most impacul intervenons of the design includes levelling the surfaced heart of the building and turning it into a garden. This new ‘green chamber’ serves mulple purposes: it brings extra daylight and horizontal open views to the oces, it improves biodiversity, and the permeable soil avoids rainwater owing into the sewerage. “The green roof also retains water, which not only has a cooling eect, but has a posive impact on biodiversity as well,” Dieter adds. The Isala project has a strong focus on user well-being. By opening up the re escape sha and making the staircase an integral part of the interior design, people are encouraged to take the stairs more oen. The design also pays parcular aenon to so mobility: the bicycle parking far exceeds the minimum space required by the city of Brussels. All these features have a posive eect on people’s health and overall well-being. For the construcon phase, Immobel would like to involve a Brussels organisaon specialised in acvang unemployed people, thereby contribung to the company’s ambion to promote social inclusion. By assigning a retail funcon to the ground-level corner plots, the building will also remain acve aer oce hours, further strengthening local services. “The new Isala building will not only be benecial to the environment and its end-users, but also to local communies. I am very proud to have been involved in the design of this excing new site in the Brussels’ European district,” Dieter concludes. Isala, Brussels for theenrment MAGAZINE 2021: THE PEOPLE OF OUR CITIES EMBRACING CIRCULARITY ANNUAL REPORT 2021 47 MAGAZINE 2021: THE PEOPLE OF OUR CITIES for theenrment Immobel is increasingly looking into the potential of reused materials, to make the construction process even more circular. With several of the company’s projects being in dierent phases of the building process – from dismantling, through redevelopment to constructing – Immobel can partially rely on its own ‘urban mines’ to select and reuse materials in its own developments to achieve that circular ambition. From a lifecycle point of view, reused material will oen score a lot beer than new material. Lel Biet Project Leader, Rotor Oxy, Brussels ANNUAL REPORT 2021 48 Immobel also calls upon salvaged building components experts, such as Rotor, to further integrate and increase circularity into projects such as Mul and Oxy. Furthermore, by joining the Madaster database, which logs very detailed informaon about all the registered buildings’ materials that potenally could be reused or recycled, Immobel wants to give a clear signal to the sector that they are ready to bring the circular economy to the next level. Lionel Billiet, Project Leader at Rotor, goes into detail: “We perform a detailed analysis of the materials used in the exisng building, and decide which ones can remain intact or should be dismantled and reused. From a lifecycle point of view, reused material will oen score a lot beer than new material. For example, reusing ceramic les will impact the environment 85% less than producing new les.” “In the Mul project, 89% of the exisng building mass was le untouched, saving up to 20,000 tons of CO 2 ,” Lionel adds. “And in order to reach the 2% urban mining and reuse goal for Mul, a number of salvaged materials were integrated in the design. Some of the aluminium proles from the original façade were reused in the atrium’s balustrades. The monumental hexagonal granite oor les – used to pave the transion between the public terrace and the atrium – originate from the former BNP Paribas headquarters, where they were dismantled by Rotor Deconstrucon prior to the building’s demolion. Moreover, two-ton bluestone panels were removed from the façade and cut into oor les to cover the new overhang terrace on the third oor. In total, we aim for 250 tons of reclaimed materials used in Mul – sourced from both on- and o-site urban mines – which is a unique realisaon.” In the Oxy project, Immobel does even beer with a goal of 1,000 tons, equalling a reuse rate of 4 to 6% of all the materials installed in the project, an for theenrment MAGAZINE 2021: THE PEOPLE OF OUR CITIES unprecedented achievement on that scale. In addion, some of the new materials to be integrated in Oxy will be recycled or bio-sourced, further improving the sustainability scorecard. “As sustainability is in our DNA, we are not only working on recycling and reusing materials, we also take into account the socio-economic aspect,” explains Lionel. “To carefully dismantle and prepare salvaged materials, we rely on local, low-carbon and labour- intensive jobs. Applied on a large scale, material reuse would create interesng employment opportunies. To give an example of this: a team from Travie, a social company employing people with a disability, is working in our workplace to remove mortar from recovered oor les.” Mul, Brussels 2021 was again a very acve year for Immobel in Belgium. We conrmed our leading market posion with about 635,000 m² of residenal and oce projects under development. Despite 2021 being a year of uncertainty due to the ongoing health crisis, our teams in Belgium were able to reach some major milestones that will contribute to our future growth. Overall, market momentum remains solid. On the oce market we saw the trend towards downsizing and upgrading gaining importance. The success of our oce projects conrms the need for more GRADE A and sustainable oce environments in line with the requirements of the new ways of working. The fundamentals for the residenal market also remain strong. In the rst half of the year we sold, together with our partner BPI Real Estate, 129 student homes in the Brouck’R mixed-use development project to Quares Student Housing. We also sold the hotel in the project to MotelOne. By combining oces, shops, a hotel, apartments, and student accommodaon, we want to contribute posively to the transformaon of the Brussels city centre and aract a diverse public at Brouck’R. In May 2021 we signed a sales agreement with Allianz Real Estate for the BREEAM Excellent and CO 2 -neutral Commerce 46 oce building (14,000 m²), which we had in our porolio since 2018. Activities in Blum ANNUAL REPORT 2021 ACTIVITIES IN BELGIUM 49 Immobel hosted the Brussels Hello Summer fesval on the Panorama project site PROJECTS OVERVIEW ANNUAL REPORT 2021 ACTIVITIES IN BELGIUM 50 By the summer, in June 2021, we sold a 100-unit apartment building of our Key West project (61,000 m²) in Brussels to Home Invest Belgium. Immobel and BPI Real Estate will jointly develop the rest of the Key West project. The intenon is to transform an abandoned wasteland and industrial area of former retail premises and producon facilies into a new and vibrant neighbourhood. In July 2021 we introduced a building permit for the redevelopment of the Isala building located in the heart of the European quarter in Brussels. Our goal is to transform the former headquarters of Total, located next to the Arts-Loi mobility hub, into an iconic and sustainable oce building. In July we also reached an agreement on the acquision of the former headquarters of SABAM in the European district. The site will be developed in a state-of-the-art oce building of circa 9,000 m². The permit will be led in Q1 2022. During the second quarter of 2021 we fully let our CO 2 -neutral and BREEAM Excellent Mul project (46,000 m²) to several top er tenants. Mul will also become the new Immobel headquarters in the course of 2022; an important step to becoming a carbon- neutral company. In the second half of the year we were delighted to announce that we were selected by Proximus as preferred candidate. The overall aim of this major redevelopment is to create a sustainable and inspiring digital campus that fosters connecons, collaboraon, and innovaon. At the same me, the project will Name Surface (m 2 ) Locaon Use Building period Immobel share Slachthuissite 240,000 Antwerp Residenal Q3 2021/2030+ 30% SNCB 200,000 Brussels Mixed-use Q1 2023/Q2 2034 40% Universalis Park 3 57,000 Brussels Mixed-use Q2 2030/Q1 2033 50% Cours Saint-Michel 84,200 Brussels Mixed-use Q4 2026/Q4 2029 50% Oxy 62,100 Brussels Mixed-use Q3 2022/Q2 2025 50% A'Rive 61,300 Brussels Mixed-use Q2 2021/Q1 2028 50% Möbius II 2 34,000 Brussels Oces Q2 2019/Q4 2021 50% Panorama 58,100 Brussels Mixed-use Q2 2023/Q2 2027 40% Mul 45,800 Brussels Oces Q1 2019/Q1 2022 50% Brouck'R 41,000 Brussels Mixed-use Q3 2024/Q4 2026 50% Theodore 40,000 Brussels Mixed-use Q4 2025/Q3 2029 50% Lebeau 36,200 Brussels Mixed-use Q2 2026/Q4 2028 100% O'Sea (phase 3) 33,600 Ostend Residenal Q2 2022/Q1 2027 100% Isala 33,000 Brussels Oces Q1 2023/Q2 2025 70% Wonen aan het groen 32,800 Tielt Residenal Q2 2022/Q1 2026 100% Ilôt Saint-Roch 31,500 Nivelles Residenal Q3 2021/Q3 2026 100% Ernest (phase 2) 26,600 Brussels Residenal Q3 2017/Q3 2020 50% O'Sea (phase 2) 24,000 Ostend Residenal Q3 2019/Q4 2022 100% Lalys 23,400 Astene Residenal Q3 2020/Q4 2024 100% Cala 20,100 Liège Oces Q3 2018/Q4 2020 30% Plateau d'Erpent 19,300 Erpent Residenal Q2 2018/Q4 2022 50% Commerce 46 13,600 Brussels Oces Q2 2020/Q3 2022 100% Parc Seny 13,200 Brussels Residenal Q4 2017/Q1 2020 100% Domaine du Fort 12,700 Barchon Residenal Q3 2020/Q2 2025 100% The Woods 9,900 Hoeilaart Oces Q4 2020/Q1 2021 100% Sabam 3 9,000 Brussels Oces Q2 2023/Q2 2025 26% Les Cinq Sapins 8,800 Wavre Residenal Q1 2019/Q1 2026 100% Royal Louise 8,000 Brussels Residenal Q4 2017/Q1 2021 100% Greenhill Park 6,400 Brussels Residenal Q3 2017/Q2 2020 100% Crown 5,500 Knokke Residenal Q2 2020/Q4 2022 50% See more projects details on our corporate website 634,800 m 2 Belgian portfolio 212,000 m 2 offices 278 ha Immobel Home 8,875 residential units 1 1. The totality of the residential units, not taking into account the share of Immobel in the respective projects. 2. Building sold on 20 December 2021. 3. Via Immobel BeLux Oce Development Fund. ANNUAL REPORT 2021 ACTIVITIES IN BELGIUM 51 substanally contribute to the revitalizaon of the area and introduce a residenal component. We have taken a leading posion in the transformaon of the Brussels North area and will connue to do so in the coming years with this innovave redevelopment. Just before the end of the year we concluded, with our partner Fidena, a sales agreement with the Belgian State (Buildings Agency) for the BREEAM Excellent and Smart Möbius II building (34,000 m²), located in the Brussels North area. This marks the end of the successful development of the Möbius I and II projects (60,000 m²) which started in 2017. In Nivelles, we obtained the nal permit for circa 300 apartments for the îlot Saint-Roch project and launched the construcon of the rst phase which involves the development of 129 quality apartments in a green environment with lots of amenies. At the end of the year, we obtained the permit for the 3 rd phase (circa 25,000 m²) of the O’Sea development in Ostend. The commercialisaon of this phase will be launched in Q1 2022. In Antwerp, Immobel and Triple Living obtained the rst permit for the redevelopment of the “Slachthuis”- site. The commercialisaon started in Q1 2022 and this marks the start of a landmark development in Flanders largest city. Reinforced by its new branding and identy, the Immobel Home team also achieved several highlights in 2021. We received the green light for the development of the “Wonen aan het groen” (202 homes) project in Tielt. Another permit (170 homes) for the “Val des Champs” project was obtained in the municipality of Eghezée. Sales for both projects will start in 2022. At a commercial level, Immobel Home successfully connued selling homes in e.g. Deinze, Barchon, Wavre 5-Sapins and Namur Plateau d’Erpent. Finally, in 2021 we were pleased to join PropTech Lab Belgium, the community of innovators in the real estate value chain. We look forward to contribung to the fostering of innovaon in construcon and real estate, and to ease the digital transformaon of our industry. Key West, Brussels Mul, Brussels Our teams in Belgium were able to reach some major milestones that will contribute to our future growth. Al Yahia Managing Director, Immobel Belgium 2021 proved to be a more successful year for Immobel France than 2020 in terms of business acvity. However, we have not yet returned to the pre-pandemic levels of 2017 to 2019. The slowdown in obtaining permits, which was already observed in 2020 due to the pandemic, remains. In addion, there is a desire to avoid urban sprawl in order to promote “zero net arcialisaon”. Consequently, the urban transformaon of buildings, which is at the heart of our business, is one of the soluons to be provided. In the Ile-de-France market, the price of land connues to rise due to strong compeon in the market. The oce and residenal markets are being challenged at the same me – which is quite unusual. This situaon is being accelerated by the health crisis and the development of new ways of working. However, it creates a real opportunity for Immobel. 2021 was marked by conrmaon of the renewed interest of terary users in the Paris region, with 1.85 million m 2 of leases. Players were keen to take advantage of opportunies in Paris for ecient assets that oer their employees high-quality services and living spaces. This conrms the trend to opmise space to take account of new working methods and promote greater urban centrality. Investments are following these trends by concentrang acquisions on properes with a high requirement for sustainable development. The success of consultaons such as Réinventer Paris 3 shows the market’s appete for urban transformaon. Activities in Fance ANNUAL REPORT 2021 ACTIVITIES IN FRANCE 52 PROJECTS OVERVIEW ANNUAL REPORT 2021 ACTIVITIES IN FRANCE 53 Some signicant operaons during 2021 are worth highlighng. In June 2021 we began markeng the agship Fort d’Aubervilliers programme, which includes 157 homes available for unrestricted purchase. The markeng proceeded so successfully that we had to bring forward the markeng of phase 2 by two months. The fact that 60% of the lots are already reserved clearly demonstrates our know-how, capacity and operaonal synergy. In Bussy-Saint-Georges (Seine et Marne, Paris region), we started markeng the Bucolia project, and the pace of sales was remarkably fast. This success is due to the quality of the homes and the services provided for the occupants of the main residence, which is also the case for Aubervilliers. The programme’s mix makes it a unique development that meets the market’s expectaons: collecve and individual housing, and a prime locaon for a senior residence. The iconic building in the 18 th arrondissement of Paris, Ta Barbès, which we will transform into a mixed-use product incorporang oces, housing, hotel, cultural facilies and shops. It will provide a sustainable centrepiece in a historic district of Paris. At 277 rue Saint Honoré, between Concorde and Madeleine, we will develop a 2,700 m² mixed-use oce and retail project in a joint venture with Goldman Sachs Asset Management. Name Surface (m 2 ) Locaon Use Building period Immobel share 55 Avenue de Colmar 26,800 Rueil-Malmaison Mixed used TBD 100% FORT'IZY (Fort d'Aubervilliers) 18,800 Aubervilliers Residenal Q4 2021 / Q2 2024 50% 17/27 rue Chateaubriand 12,700 Savigny Sur orge Residenal Q2 2022 / Q2 2024 100% Créteil - ZAC de l'Echat 11,400 Créteil Residenal TBD 26% Esprit ville 10,100 Chelles Residenal Q3 2018 / Q4 2021 100% 1 Rue de Cergy 9,600 Osny Residenal Q4 2022 / Q4 2024 60% Paris 14 / Montrouge 9,200 Paris Oce Q2 2022 / Q1 2024 100% FORT'IMMO (Fort d'Aubervilliers) 8,500 Aubervilliers Residenal Q4 2021 / Q4 2023 50% Ta Barbès 8,000 Paris Mixed used Q1 2023 / Q2 2024 100% Bucolia 7,300 Bussy saint georges Residenal Q1 2022 / Q1 2024 100% 9 Bld de Fontenay 7,100 Le Perreux Sur Marne Residenal Q4 2022 / Q4 2024 100% Esprit verde 6,900 Bessancourt Residenal Q1 2020 / Q2 2022 50% Ch des Pouls / Route D'Orléans 6,800 Montlhery 2 Residenal Q4 2022 / Q4 2024 20% Le con 6,600 Le plessis trevise Residenal Q3 2018 / Q2 2021 100% Canal 6,400 Bondy Residenal TBD 40% Les terrasses du canal 6,100 Aubervilliers Residenal Q4 2018 / Q3 2021 50% L'aquila 5,900 La Garenne Colombes Residenal Q3 2019 / Q2 2022 100% 11-15 Boulevard Marechal Foch 5,700 Neuilly Sur Marne Residenal Q4 2022 / Q4 2024 100% Le Clos Mazarine 5,200 Chilly Mazarin Residenal TBD 100% Angle JJ Rousseau - Tivoli 5,200 Houilles Residenal TBD 50% Saint-Antoine 5,000 Paris Oce Q3 2022 / Q2 2024 100% Les jardins d'Elizabeth 5,000 Aubergenville Residenal Q3 2019 / Q4 2021 100% Fleurilège 4,900 Croissy sur seine Residenal Q4 2018 / Q2 2021 46% Helios 4,900 Drancy Residenal Q1 2019 / Q1 2022 100% Horizon nature 4,800 Montevrain Residenal Q3 2021 / Q3 2023 100% 29 bis avenue du Général De Gaulle 4,800 Avon Residenal Q4 2022 / Q4 2024 100% Essen'ciel 4,400 Othis Residenal Q2 2022 / Q2 2024 100% 191/195 rue de Meaux 4,400 Vaujours Residenal Q4 2022 / Q4 2024 100% Bues-Chaumont 4,300 Paris Mixed used Q4 2022 / Q4 2024 100% Les terrasses de l'orge 3,800 Epinay sur orge Residenal Q3 2020 / Q1 2022 50% Le bel'air 3,500 Bezons Residenal Q3 2018 / Q1 2021 100% Villa Colomba 3,300 Charenton Le Pont Residenal Q3 2018 / Q2 2022 51% 277 rue Saint Honoré 3,000 Paris Mixed used TBD 10% 20 Quai de l'Aisne 3,000 Pann Oce Q3 2022 / Q2 2024 100% 32 rue Saint Léger 3,000 Saint germain en laye Residenal Q1 2021 / Q1 2023 100% Les terrasses de Montmagny 2,900 Montmagny Residenal Q2 2019 / Q4 2021 100% 42-50 Bvd Emile Genevoix 2,700 Romainville Residenal TBD 100% Villa du pet bois 2,700 Eaubonne Residenal Q3 2020 / Q1 2022 100% See more projects details on our corporate website 209,500 m 2 French portfolio 33,400 m 2 offices 2,837 residential units 1 1. The totality of the residential units, not taking into account the share of Immobel in the respective projects. ANNUAL REPORT 2021 ACTIVITIES IN FRANCE 54 In all our projects we put sustainability at their centre. We have signed a partnership with the City of Paris to iniate the temporary early use of our buildings. This will give us the opportunity to bring to life our surfaces le empty before the start of the works. The urban transformaon iniated in parcular at Ta Barbès and Saint Antoine places mixed use as a strong driver for value creaon. It also leads to beer integraon of the buildings in their respecve Parisian environments. We always favour transformaon before considering demolion and reconstrucon. In Saint Antoine, we have transformed a car park into an oce and residenal building with atypical oors and spaces. Aer the structural study and in situ tests, we were able to keep all the posts and beams, and by moving a oor we could renovate it rather than destroy it. As for Ta Barbès, thorough structural studies were carried out even before the building permit was submied, to guarantee a minimum of demolion and a maximum of conservaon of the exisng building. More than 60% of the exisng oors were maintained, making Immobel the most involved candidate in this respect. Our team in France was strengthened at the beginning of 2022 with the appointment of Paul-Michel Roy as General Manager for Commercial and Urban Transformaon. He will strengthen the synergies between our residenal and commercial projects and consolidate the teams in charge of urban transformaon and commercial projects in Paris and the Ile-de-France. Immobel France is thus accelerang its development to meet the increasingly important urban challenges of mixed use and sustainable rehabilitaon. Fort d'Aubervilliers, Paris region Fort d'Aubervilliers, Paris region Immobel France is accelerang its development to meet the increasingly important urban challenges of mixed use and sustainable rehabilitaon. Faen Acers Managing Director, Immobel France Despite the health crisis, demand in the Luxembourg residenal market has increased, leading to upward pressure on prices. Customers are looking for comfortable outdoor spaces and are placing greater emphasis on single-family homes on the outskirts. During 2021 we worked on new acquisions. Immobel Luxembourg signed an acquision agreement in June, subject to the prior condion of obtaining the PAP and the convenon d’exécuon. It concerns the acquision of a plot of land of around 8,300 m² in Godbrange, to the north of Luxembourg City. We have sold land owned by Immobel within the Laangfur PAP. This is an asset deal with the potenal to build on more than 25,000 m². The markeng of our residenal projects during this year has been successful. For the River Place project, 34% of the apartments are reserved (12 units). For the Canal 44 project in Esch-sur-Alzee, 92% of the apartments are sold or reserved (67 units). In addion, we have delivered 162 apartments in the Innity development. Concerning Livingstone, all the apartments have been sold. Buyers have been found for three commercial spaces with a surface area of 1,700 m². The structural works of the Nova project have been completed. We are totally redeveloping an oce building dang from 1992. Located on the Place de l’Étoile, it benets from a parcularly strategic posion. It’s right in the heart of the capital in the immediate vicinity of Kirchberg and close to motorway connecons. Activities in Lxembrg ANNUAL REPORT 2021 ACTIVITIES IN LUXEMBOURG 55 PROJECTS OVERVIEW ANNUAL REPORT 2021 ACTIVITIES IN LUXEMBOURG 56 In our current and future projects, sustainability remains at the heart of our thinking. Innity oers an environment where one can live without a car. Intuive pedestrian connecons between two parts of the district that were previously separated are at the core of this urban concept. At River Place, the use of natural construcon elements, the installaon of green roofs, solar panels and rainwater collectors, combined with the low-energy AAA-label, translate our sustainability ambions into a vibrant urban project. The historic façade of the Canal 44 project (1938) has been renovated to preserve the original memory of the neighbourhood. To the rear, three new residences will be built around a quiet, green garden that contributes to the biodiversity of the city centre. Name Surface (m 2 ) Locaon Use Building period Immobel share Innity 33,300 Luxembourg Mixed-use Working & Shopping: Q4 2017/Q4 2019 Living: Q4 2017/Q1 2021 100% Polvermillen 27,000 Luxembourg Residenal Q3 2022/Q2 2025 100% Laangfur 2 25,500 Luxembourg Mixed-use Q2 2026/Q2 2028 100% Kiem 23,300 Luxembourg Mixed-use Q3 2023/Q2 2025 70% Schoeermarial 22,400 Luxembourg Residenal Q3 2027/Q3 2029 50% Mamer 13,800 Mamer Residenal Q3 2022/Q4 2024 100% Livingstone - Lot2a 13,700 Luxembourg Mixed-use Q3 2018/Q1 2021 33% Livingstone - Lot1 12,700 Luxembourg Mixed-use Q3 2020/Q2 2023 33% Rue de Hollerich 11,500 Luxembourg Mixed-use Q1 2023/Q4 2026 100% Livingstone - Lot2b 9,700 Luxembourg Mixed-use Q4 2018/Q2 2021 33% River Place 7,900 Luxembourg Residenal Q2 2022/Q2 2024 100% Godbrange 6,900 Luxembourg Residenal Q3 2024/Q3 2026 100% Canal 44 6,200 Esch-sur-Alzee Residenal Q2 2022/Q3 2024 100% Thomas 5,600 Strassen Oces Q3 2027/Q1 2029 100% Nova 4,200 Luxembourg Oces Q1 2021/Q4 2022 100% Scorpio 3 3,700 Luxembourg Oces Q4 2025/Q2 2027 100% See more projects details on our corporate website 160,000 m 2 Luxembourg portfolio 34,900 m 2 offices 1,373 residential units 1 1. The totality of the residential units, not taking into account the share of Immobel in the respective projects. 2. Project sold as asset deal in 2021. 3. Via Immobel BeLux Oce Development Fund. River Place, Luxembourg In our current and future projects, sustainability remains at the heart of our thinking. Oier Basn Managing Director, Immobel Luxembourg ANNUAL REPORT 2021 ACTIVITIES IN POLAND 57 PROJECTS OVERVIEW Name Surface (m 2 ) Locaon Use Building period Immobel share Granary Island 75,600 Gdansk Mixed-use Phase 1: Q1 2017/Q4 2019 Phase 2: Q4 2020/Q4 2023 90% Central Point 19,100 Warsaw Oces Q2 2018/Q1 2022 50% See more projects details on our corporate website 80,000 m 2 Polish portfolio 19,100 m 2 offices 552 residential units 1 Granary Island, Gdansk Central Point, Warsaw The impact of COVID-19 on construcon work and sales acvies remained fairly limited in Poland. Our Granary Island project in Gdansk is a typical example of Immobel’s experse when it comes to reinvigorang a city centre. This mixed project includes over 700 residenal units, a food court, a retail space and two hotels. It was recognised by winning the presgious MIPIM award in the Best Urban Project category. The jury praised the project’s contribuon to oering beer livelihoods, improving social inclusion, increasing economic growth and invenng the city of tomorrow where humans will be at the centre of everything. Regarding phase 2 of Granary Island, which we started construcng in 2020, Immobel Poland has sold around 320 apartments. Elsewhere in Poland, the construcon of the 21-storey oce tower Central Point in Warsaw has been completed. In autumn 2021, the rst tenants moved into the building. By the end of the year, 20% of the building had been leased, with another 25% of the surfaces under Leer of Intent. Activities in Poand Our Granary Island project in Gdansk is a typical example of Immobel’s experse when it comes to reinvigorang a city centre. Oier Tiel Managing Director, Immobel Poland 1. The totality of the residential units, not taking into account the share of Immobel in the respective projects. The German market has once again proved to be one of the most resilient. The impact of COVID-19 is sll clearly noceable in the oce and hotel markets, but residenal, logiscs and retail are doing beer. In the residenal market in parcular, which we focus on, there is an immense surplus of demand – both in terms of acquision and the subsequent sale to investors or owner-occupiers. A key factor is that the health crisis further increased or even fuelled the aracveness of the residenal asset class. The oce market, our second target market, is somewhat more dierenated. The current demand structure is fundamentally dierent from how it was at the beginning of the pandemic. Some oce users will have a substanally higher demand for space; others considerably lower. In essence, the focus is shiing from oces as a place to work, to oces for interacon and communicaon. Nevertheless, oces in the top seven cies that take this change into account and meet the ESG criteria will be able to aract users. Activities in Gany ANNUAL REPORT 2021 ACTIVITIES IN GERMANY 58 PROJECTS OVERVIEW ANNUAL REPORT 2021 ACTIVITIES IN GERMANY 59 Name Surface (m 2 ) Locaon Use Building period Immobel share Eden 2 20,000 Frankfurt Residenal Q3 2019/Q3 2022 90% See more projects details on our corporate website Our 20,000 m² Eden project in Frankfurt (developed by Immobel Luxembourg) is progressing well, with 74% of the 263 residenal units either sold or booked. The structural and façade works have been completed: seven of the ten green lines of the façade have been executed and planted. With one of the highest green residenal façades in Europe, Eden Tower sends a strong signal that cies are progressively moving towards a new paradigm. The greening of the façade will create a posive inuence on the microclimate and contribute to the quality of life in the building and its surroundings. In 2022 we will be able to announce a rst acquision; the result of negoaons conducted throughout 2021. In parallel with these negoaons, prospecng is going well. We have connued to study new investments on the market, which could bear fruit in 2022. With this in mind, we are in the process of expanding our sta. 45,300 m 2 German portfolio 1 7,200 m 2 offices 545 residential units Eden, Frankfurt Eden, Frankfurt Contrucon works In 2022 we will be able to announce a rst acquision; the result of negoaons conducted throughout 2021. Mchael H Managing Director, Immobel Germany 1. Confidential projects are not taken into account in the overview. 2. This project is managed by Immobel Luxembourg SA. In 2021 the Spanish market was dynamic, especially in residenal real estate and logiscs. Immobel Spain’s main achievement in 2021 was approval of urban planning permission for the Marbella Four Seasons Resort. The process to reach this important milestone has taken three years. We expect to launch commercialisaon in 2022 and to obtain the construcon permits in the third quarter of 2023. Our main focus for the Marbella project is the sustainable use of energy and water for the residenal area and the hotel. In fact we are planning to become the leader in Spain in terms of environmental pracces and management. One iniave that will help us achieve this aim is the Green Commiee that we have formed together with Four Seasons Hotels. It’s dedicated to operang a ne luxury hotel that protects and preserves the natural resources and environment. In pracce this means no-plasc commitments, innovave recycling and carbon-reducing iniaves, local suppliers, reduced water consumpon, rainwater harvesng and the use of grey water for landscape irrigaon, heat recovery systems, solar power through the use of solar panels, and food waste management systems. Currently the team at Immobel Spain consists of four members. As our project connues to evolve, we aim to grow and to look for new opportunies in the market. Activities in Sain ANNUAL REPORT 2021 ACTIVITIES IN SPAIN 60 PROJECTS OVERVIEW Name Surface (m 2 ) Locaon Use Building period Immobel share Four Seasons Marbella Resort 76,600 Marbella Residenal & Leisure Q2 2024/Q3 2028 50% See more projects details on our corporate website Four Seasons Resort, Marbella We are planning to become the leader in Spain in terms of environmental pracces and management. Jaer Rego Managing Director, Immobel Spain In 2020 and 2021 Immobel laid the groundwork for its investment management acvity. Since early 2022, these acvies are grouped in Immobel Capital Partners which operates from the United Kingdom. The new business targets green strategies that are fully aligned with the objecves of long- term investors and partners. A fully integrated team is being put in place. It will execute a rigorous approach to create long- term sustainable value ulising core skills of invesng, developing and reposioning assets so they are t for the demands of occupiers and align with a commitment to the environment. Immobel Capital Partners focuses on creang investment strategies in the oce and residenal sectors where Immobel is already a market leader. It invests in those urban centres that provide the opportunity to create a new generaon of sustainable and smart living and workplace environments close to central business districts. Value creaon will be delivered through the careful selecon of assets that are gaining from long-term structural forces and which are less dependent on the economic cycle. These drivers include increasing and connued urbanisaon, changing demographics, the ongoing technological revoluon, and posive environmental and social impact. Activities in the Uited Kngd ANNUAL REPORT 2021 ACTIVITIES IN THE UNITED KINGDOM 61 Our team will execute a rigorous approach to create long-term sustainable value ulising core skills of invesng, developing and reposioning assets. Dncan On CEO, Immobel Capital Partners MARKET anals Möbius, Brussels ANNUAL REPORT 2021 62 MARKET ANALYSIS Möbius, Brussels ANNUAL REPORT 2021 MARKET ANALYSIS 63 MARKET ANALYSIS: BELGIUM I. Office market in Belgium A. Brussels 2021 office take-up in Brussels recorded 492,000 sqm, increasing by roughly 75% over the year before. Taking the office activity of the last two years together balances out to the 10-year average, as the Brussels market seeks to stabilize. Vacancy drifted upwards to 8.1%, but grade A space continues to be in short supply given occupier demands. The short-term pipeline of available space is limited, and prime rents are supported and stable. B. Regions The regional office market has shown consistency in take-up in recent years, recording 296,800 sqm of letting and sales activity in 2021. Whereas Walloon markets carried the market in 2020, Flemish markets rebounded in 2021 with 258,000 sqm of take-up, driven by diverse occupiers across all geographic markets including Antwerp, Ghent, Mechelen, Kortrijk and Hasselt. Walloon markets were quieter at 39,000 sqm of take-up and more reliant on the public sector. Antwerp recorded the highest regional take-up of 103,100 sqm followed by Ghent at 58,200 sqm. Regional markets are also facing a limited short-term pipeline. C. Demand Combined take-up for Belgium as a whole was 789,000 sqm in 2021, showing a clear increase from 2020’s 592,000 sqm. In Brussels, 60% of take-up volume was accounted for by the private sector, with a relatively even balance between small (<2,000 sqm) and large deals (>2,000 sqm). Proximus secured the largest private-sector deal of the year, signing for 37,486 sqm in the Boreal tower, while the Belgian State acquired the remaining Möbius tower (34,000 sqm) – both in the North district. In the regional markets, demand was driven by corporates, as the public sector was quieter compared to the three years before. Larger corporates (>2,000 sqm) were more active after waiting for opportunities or securing temporary solutions during the height of the pandemic. D. Vacancy The vacancy rate for the Brussels market in 2021 was 8.1%, which is an increase from last year’s 7.6%. Vacant space is equivalent to just over 1 million sqm, largely in older stock. Overall, vacancy is tight in the CBD at just 4.7%. Moving outwards, vacancy is 9.5% in the Decentralised markets and just under 20% in the Brussels periphery. In the regional markets, there is a persistent lack of quality available space in cities such as Namur, Liège and even Antwerp despite the higher vacancy in obsolescent stock for the latter. E. Development Brussels office development completions totalled 265,600 sqm in 2021. The Brussels development pipeline through 2022 is estimated at 260,000 sqm, though just 48,000 sqm is still available for lease. This is less than an average quarter’s worth of take-up. The largest projects anticipated for a 2022 completion are found in the City Centre market. Development in major regional markets is limited in 2022. Major plans are in place for longer-term city revitalization efforts in some Walloon markets such as Charleroi that should refresh quality stock over time. F. Rent Prime rent in the Brussels market remained at 315 €/sqm/yr in 2021. Prime rates continue at 280 €/sqm/yr in the North district and 275 €/sqm/yr in the City Centre market. New developments are putting upward pressure on prime rents in the Decentralised and Peripheral markets of Brussels. Antwerp and Ghent see prime rents even at 170 €/sqm/yr following growth in the latter market. The largest Walloon markets see prime rents just off of these record highs at 160 to 165 €/sqm/yr. ANNUAL REPORT 2021 MARKET ANALYSIS 64 G. Investment A surge of deal closings in the final quarter of the year brought the annual investment total to €4 billion. Though down from the year before, it is above the 10-year average. Of the total amount, Brussels offices accounted for €2.01 billion, or 50.3%. Foreign investors made up a smaller share of invested capital, as due diligence was hindered by pandemic travel restrictions. Overall, prime office yield for standard leases is estimated at 3.5% following competitive bidding on prime assets in the CBD. Prime investment yield for long- term secured offices is estimated at 3.0%. Key stats: 8.1% Brussels vacancy; 315 eur/sqm/yr prime rent; 3.50% prime yield for standard leases sources : CBRE II. Residential market in Belgium A. Brussels With a population of 1.22 million as of January 1, 2021, the nation’s capital has a well- supported residential market. Prices in the Brussels Region have been steadily increasing. From 2010 to H1 2021, median apartment transaction prices have increased 49%. Demographic changes, a steadily growing economy and low interest rates have helped support this rise. Like sale prices, rents too have been increasing in the Brussels Region over the long- term, but at a slower pace, pushing down yields. The diversity in housing has also been growing from service flats to coliving to student housing, filling niche markets. New apartment developments can be commercialised as high as 6,000 €/m² with luxury units even higher. B. Population Belgium counts a population of 11.521 million as of January 1, 2021. This is a 0.25% increase over the previous year and follows a trend of steadily increasing population averaging 0.51% annually over the last decade. Brussels Region has been the fastest growing of the three Belgian Regions, averaging 0.87% growth annually versus 0.57% in Flanders and 0.34% in Wallonia over the last decade. Belgium counts 5.025 million private households, as of January 1, 2021. The number of private households has been growing at about 0.67% annually, or 32,135 households, over the last decade. That yields an average household size of roughly 2.3 people per household. This has been declining over time as the number of single households grows. Single households now make up 35.3% of total private households, up from 33.8% since 2011. In 2021, the Federal Planning Bureau forecast demographic trends. By 2030 the population is projected to increase by 3.3%. Those 65 years and older are over- represented in this growth compared to the previous decade. Household creation is also forecast, with single households notably increasing. ANNUAL REPORT 2021 MARKET ANALYSIS 65 C. Housing stock Belgium counts 5.632 million residences as of January 1, 2021. In the last year, the number of residences increased by 55,517 units. This is a smaller amount of completions compared to the previous two years, with the pandemic likely having an effect. Overall, residential development has been increasing over the long-term. Brussels Region and Flanders saw the highest increase in development activity, and new development is dominated by apartments. This can often be at the expense of traditional houses, as available space becomes scarce, particularly in urban settings. In Brussels, 7,657 new apartments were completed through 2020. D. real estate prices Median housing prices in Belgium have followed a stable upward trend. In 2021, house prices continued to climb to a median transaction price of €258,000 in the first half of 2021, which is the highest value achieved to date, and a 5.3% increase just from the end of 2020. The median price for apartments increased 5.4% over this period to €215,000 in the first half of 2021. The Brussels Region is the most expensive region, where median prices for houses and apartments were €450,000 and €239,000, respectively, in H1 2021. Antwerp prices were €205,000, while Ghent apartment prices were more expensive at €275,000. In Wallonia over the same period, median apartment prices were €145,000 in Liège and €165,000 in Namur. E. New builds New residential development is ongoing, with apartments built to a high standard and an overall more compact footprint compared with older units. Exit prices for typical new apartments in Brussels range from 2,500 €/sqm in the western side of the region to 6,000 €/sqm in the city centre and Louise corridor, with luxury projects even higher. In Antwerp, average market exit values are 4,100 €/sqm and in Ghent they are higher at 4,500 €/sqm. Walloon markets are more affordable on average, ranging from 2,200 €/sqm in Mons to 2,900 €/sqm in Wavre. III. Landbanking A. Housing stock The Belgian housing stock divided by Region is 58% in Flanders, 32% in Wallonia, and 10% in Brussels. Given the size and density of the regions, the proportion of apartments relative to the stock is 28% in Flanders, 17% in Wallonia, and 57% in Brussels. The proportion of apartments in the total Belgian housing stock has increased from 19% in 2001 to 27% in 2021, to some extent at the expense of attached homes. B. Building permits Through the first 10 months of 2021, there were 48,821 residential permits issued in Belgium. This is up 7.2% over the same period the year before. For the three Regions over this period, Flanders issued 37,409 permits (+5%), Wallonia issued 10,787 permits (+16.1%) and Brussels issued 625 permits (-2.8%). C. Land values Few vacant, buildable plots remain in Brussels. As a result, developments typically involve the demolition/conversion of existing buildings to an alternative use such as residential. The last decade has seen a trend of conversion of older, obsolescent offices and buildings to alternative, mostly residential uses. Sales and sale prices of properties with permits is on the rise. Incidences for land can be upwards of 2,600 €/sqm for the best locations in central markets. For other submarkets, such as decentralised areas, this is closer to 1,000 €/sqm. Key stats: 1.22 million people in Brussels, 2.3 people per household in Belgium; €215,000 median apartment transaction price in Belgium sources: FOD Economie, IBSA, CBRE, Federal Planning Bureau As per 31 December, 2021 ANNUAL REPORT 2021 MARKET ANALYSIS 66 MARKET ANALYSIS: FRANCE I. Office market in France A. Paris region The Parisian office market is one of the most vibrant in Europe. Counting 59,65 million sqm at the end of 2021, the stock expanded by 742,608 sqm over the year or 1.26%. Demand for office space in the Paris region reached 1.85 million sqm in 2021, which was an increase of 32% compared to 2020. The fourth quarter of 2021 was particularly dynamic with 631,000 sqm of space secured in the Paris Region, confirming the recovery seen in previous quarters. However, the market has been particularly active in a few well- defined size intervals and geographical sectors, with transactions above 1,000 sqm rebounding rapidly since the beginning of the year and strong activity in Paris Centre Ouest and La Defense. In the segment of large transactions, activity remained timid in the first part of the year, but the fourth quarter was particularly good. In total, 56 transactions of 5,000 sqm were recorded in 2021, including 20 in the fourth quarter alone. This market generally reacts more slowly to economic and real estate cycles, but the results at the end of the year suggests renewed confidence of large companies. After increasing throughout 2020 and early 2021, the volume of immediate supply has broadly levelled out in the second half of 2021, reaching 4 million sqm as of 31 December 2021, or a vacancy rate of 6.8%. The geographical evolution of supply diverges with a further fall in Paris intra-muros, and an increase for the rest of the Ile-de-France. The vacancy rate in Paris Centre Quest stands at 3.5%. The compression of supply in Paris is putting upward pressure on rents. The average prime rent in Paris has reached 907 €/sqm/year, with the highest rent standing at €930/sqm/year. Rental values are also on the rise for second-hand space. In the suburbs, the trends are more nuanced. The average prime rent in La Defense has reached 550 €/sqm (excluding VAT) and €510 in the Western Crescent, up by 10% and 19% over one year respectively. While prime supply is under pressure in these submarkets due to its location and intrinsic quality, this is less so the case in most other markets, where supply is greater and increasing, leading to a stabilisation or even a fall in rents. 59.65 million sqm office stock in the Paris Region 1.85 million sqm take-up in the Paris Region 6.8% vacancy rate B. Regional office market While Paris remains the favoured destination, regional markets offer substantial space at lower rental values. The markets of Lyon, Lille, Toulouse, Marseille, and Bordeaux count a combined 22.5 million sqm, with Lyon being the largest regional office market at 6.84 million sqm. Regional markets rebounded strongly in 2021, after experiencing a significant drop of 44% in office demand in 2020. From 642,804 m² in 2020, regional take-up for offices increased again in 2021 to 954,695 m² (+49%). Most regional markets saw prime rents for office space increase, with Lyon prime office space now trading at €340/sqm/year (+4.6%). Prime office rents in Marseille increased to €320/sqm/year. The vacancy rate evolution has been more mixed in regional markets, with Lyon vacancies up to 4.92% of total stock whole Lyon voids decreased to 3.37%. Key stats: 22.5 million sqm office stock in regional markets 654.695 sqm take-up in regional markets sources: CBRE ANNUAL REPORT 2021 MARKET ANALYSIS 67 II. Property investment in France After several years of continuous growth and a record high in 2019, the commercial property investment market has been strongly affected by the health crisis in 2020 and 2021. In a volatile economic environment, the still uncertain impact of new working and consumption patterns on real estate demand has weighed on office and retail volumes, with travel restrictions also making it difficult for some transactions to materialise. Two sectors, that have shown strength in 2021, are the industrial & logistics and residential markets. Investor demand for Industrial & Logistics has been fuelled by the strong growth in e-commerce and the importance of optimising the supply chain. In the residential sector, investment volumes continue to rise, with a record reached in 2021. The strong performance of the residential market is being driven by managed student and senior residences and coliving. In geographical terms, due to the development of teleworking, and even a dual residence approach, medium-sized towns, close to large cities, are now being scoured by investors. Offices currently trade at prime yields of 2.60% in the Paris CBD and the Paris Centre West, down from 2.75% a year earlier. Yield compression was strongest in logistics (and semi-industrial space), with prime logistics space now trading at yields of 3.25%. At just 2.10% in Paris and 2.90% in Lyon, residential property yield remains structurally lower than that for commercial property. Investor demand is particularly strong for newly developed residential units. Key stats: 2.60% prime yield for offices in Paris 3.25% prime yield for logistics 2.10% prime yield for residential sources: CBRE III. Residential market in France A. Population On 1 January 2021, France counted a population of 67.4 million inhabitants. This represents a change of 0.18% from the previous year and a moderation of the pace of growth that averaged 0.37% annually over the last decade. The French population grew by 119,400 inhabitants, of which 67,400 were natural growth and 52,000 were net migration. B. Supply On 1st January 2021, the French housing stock counted 37.2 million housing units. In mainland France, 81.8% of housing units were main residences, 9.9% were secondary/occasional accommodation, and 8.3% were vacant. Of the total residential stock, 55% were individual housing units and 45% were collective units. The stock for collective housing has been expanding at a faster rate compared to individual housing units, and this gap is widening. For the period 2016-2021, this was 0.6% annually for individual housing and 1.3% annually for collective housing. Regarding the capital (unité urbaine de Paris), there were 4.758 million primary residences, or 16% of the French stock. Vacancy is more moderate in Paris (6.9%) than in metropolitan areas of more than 100,000 people (7.6%) and less than 100,000 (8.75%). C. Prices In the third quarter of 2021, the increase in prices of second-hand houses in France continued: +2.0% compared to the second quarter, after +1.9% and +1.2% in the previous quarters. Over a year, the acceleration in prices continues at +7.4%. Since the fourth quarter of 2020, the increase has been more marked for houses (+9.0% in one year in the third quarter of 2021) than for flats (+5.2%), which had not occurred since the end of 2016. Over one year, house prices are accelerating (+7.1%, after +6.1% in the previous quarter). Prices for older homes are rising faster (+7.4% year-on-year) than those for new homes (+4.7%). ANNUAL REPORT 2021 MARKET ANALYSIS 68 D. Transactions In the third quarter of 2021, the annual volume of transactions increased again: in September, the number of transactions carried out over the last twelve months is estimated at 1,204,000, after 1,156,000 at the end of June. The annual volume of transactions has been on the rise since the fourth quarter of 2020, after a decline between the end of 2019 and the third quarter of 2020. E. Rents Rent has been increasing in France for several years. In September 2021, average French rent reached €15/sqm, including charges, according to the Seloger barometer. In 2021, rents continued to rise more than in 2020. At Q2 2021, the reference rent index increased by 0.42% year-on-year. Significant regional disparities are hidden behind these figures. Rents remain highest in Paris, averaging €28.35/sqm per month before charges in March 2021, according to Vanport. However, they stabilised over the course of the year. In most large cities such as Tours, Lyon and Metz, rents have remained stable. On the other hand, rents have increased significantly in Rouen, Nantes (+4%) and Bordeaux (+7%). F. New builds Although the market remains sluggish since the beginning of the year, Q3 2021 was marked by a rebound in construction activity. In August 2021, 453,000 housing units were authorised, and construction began on 386,000 housing units (over 12 months). For the first time since the beginning of the pandemic, start of construction works and building permits are experiencing a positive change. This is especially the case in the regional markets, but residential construction activity decreased in the Paris Region (-4.4%). Key stats: +7.4% residential price increase in France Q3 y-o-y Average rent in Paris is €28.35/sqm per month sources: CBRE, Eurostat, INSEE, BTSLC, SDES As per 31 December, 2021 ANNUAL REPORT 2021 MARKET ANALYSIS 69 MARKET ANALYSIS: LUXEMBOURG I. Office market in Luxembourg A. Luxembourg city Luxembourg City faced good demand but limited availabilities in 2021. Major central districts (CBD, Kirchberg, Station, Cloche d’Or) are facing vacancies of less than 3%. Take-up, then, is more reliant on pre-letting new projects. Activity in projects and new building drove a record year of office take-up in Luxembourg City – namely the 127,000 sqm new build of the European Parliament in Kirchberg. BGL BNP Paribas pre-let 18,000 sqm, also in Kirchberg. Station also experienced increased activity, recording almost 10% more take-up volume year- over-year from the Post Luxembourg acquisition of their new HQ (27,700 sqm) and the OPOCE pre-letting of Mercier (18,000 sqm). Market dynamics supported the stability of prime rents through the year. B. Periphery Activity in the periphery was more moderate in 2021. While the number of deals increased by 25% year-over-year, total volume decreased by the same amount. Still, large deals closed, including three deals of more than 10,000 sqm. These were a bank pre-letting 17,303 sqm in Esh/Belval, the Red Cross pre-letting 13,400 sqm in Howald and Union Investment letting 10,759 sqm in the Airport market. Vacancy was also mixed following two large vacancies in Leudelange and Howald, the former being the result of a new completion with available space. Despite that, the continuation of quality projects and general market stability has seen upward pressure for some prime properties. C. Demand Office demand in the form of take-up had a record year of 369,505 sqm in 2021. This is an increase of more than 7% over an active 2020. Even net of the European Parliament’s deal, the volume was close to the ten-year average for the market. The European institutions were responsible for 149,445 sqm (40%) of take-up volume and more than doubling their contribution from the year before. This helped make-up for the lower activity from the Luxembourg public sector. The banking, finance and insurance (BFI) sector increased year-over-year to 92,913 sqm from previously mentioned deals. Services remained steady in 2021 after securing an additional 56,527 sqm. D. Vacancy Approximately 177,000 sqm of office space was considered vacant in Q4 2021 out of a total stock of 4.593 million sqm, putting the vacancy rate at a low 3.9% at the end of the year. City districts remain tight: vacancy is at or less than 2% in the CBD, Kirchberg and the Station districts. Outside of Luxembourg, Airport, Bertrange and Strassen all noted decreases in vacancy from the previous year. The growing Esch/Belval market has noted a steep decline in availabilities to less than 3% today. E. Development Completions picked up in 2021 to 198,000 sqm, though the European Parliament KAD2 building was almost two-thirds of this. Overall, just 27,460 sqm of new space was available at the time of completion. The largest was the Buzz City (16,000 sqm) office in Leudelange. ANNUAL REPORT 2021 MARKET ANALYSIS 70 G. Rent The letting market and supply and demand dynamics are such that rental values are well-supported. Given the current market environment, prime rents in Luxembourg are stable at 52 €/sqm/month in the CBD (excluding VAT). Prime rents are also stable in other major markets such as Cloche d'Or 35 €/sqm/mo (excl VAT) and Station at 38 €/sqm/mo (excl VAT) and Kirchberg at 42 €/sqm/mo (excl VAT) . Peripheral markets have seen steady growth in popularity for their accessibility, relative affordability and quality offer. As a result, there was upward pressure in rents in 2021 that led to an increase in Munsbach to 25 €/sqm/mo (excl VAT). H. Investment CRE investment in Luxembourg totalled €1.578 billion in 2021, which is almost identical to the year before. Approximately one-fifth of this capital originated within Luxembourg, though Belgian investors were the most prominent sources of capital this year. Five deals closed for more than €100 million, primarily driven by office investment. The Cloche d’Or district continued an active year with €523 million of investment in 2021. Next door, the small market of Howald saw €363 million of investment which is even more than the established Kirchberg district. Market sentiment was positive, and yields were under pressure in 2021, particularly for office assets. Prime investment yield is now estimated at 3.30%. Key stats: 3.9% vacancy in Q4 2021; 52 €/sqm/mo prime rent; 3.30% prime investment yield, sources: CBRE II. Residential market in luxembourg A. Population As of January 1, 2021, the population of Luxembourg counted 634,730. Growth moderated against its ten-year average but still recorded 1.38% year-over-year. The foreign population is 47.2% of the Luxembourg population and fell slightly year-over- year, following the trend from its 2018 high. B. Market overview The Luxembourg residential market continued to see increasing prices supported by high population growth, a robust economy, and an accommodative environment including continued low interest rates. Supply struggles to keep pace with the expanding population, though, pushing up prices and more moderate earners to the periphery of the city. Average apartment prices in Q3 2021 were €651,875, which is an 11.8% increase y-o-y. In relative terms this is 8,166 €/sqm. Growth has been led by existing apartment sales (+15.5% y-o-y) over new construction (+6.2% y-o-y). The number of transactions picked up this year (Q4 2020-Q3 2021 vs Q1 2020-Q4 2020) as travel has become easier and restrictions have eased. Rents have seen more moderate appreciation versus prices. C. Luxembourg city Luxembourg City grew 1.8% to a population of 124,509 as of January 1, 2021. Demand for residential properties is high, supported by the strong population growth, being the centre of the Duchy’s economy, and continued low interest rates. Average transaction prices for existing apartments are 10,900 €/sqm, up approximately 1,000 €/sqm (10%) from the year before. The highest tier of apartments can be over 14,000 €/sqm. New build apartments average 11,500 €/sqm, with the highest tier achieving 16,000 €/sqm. D. Regions As the city becomes expensive and crowded, people are increasingly looking towards decentralised and peripheral areas for more accommodating values. Luxury developments are underway for those still wanting comfort, though prices of 5,500 to 8,500 €/sqm are still commonplace. New projects can commercialise for prices more than 8,000 €/sqm. ANNUAL REPORT 2021 MARKET ANALYSIS 71 E. Leasing New lease regulations have been debated in parliament for more than a year with no final result. The goal of such legislation is to strengthen tenants’ rights, particularly for the lower- and middle- income earners who are most financially burdened by the high residential costs. Rental evolution is mixed but generally up. For the year leading to Q2 2021, the average asked rent in Luxembourg was 1,519 €/month, or 31.4 €/sqm/month. This was a decrease from the year before on a nominal basis, but an increase on a relative basis. Luxembourg City has the highest relative asking rents at 36.3 €/sqm/month, followed by Leudelange (36.0 €/sqm/month) and Mamer (35.5 €/sqm/month). F. New builds Recent new build apartment transaction prices in Luxembourg have moderated recently to €662,914 or 8,011 €/sqm for Q3 2021, partly as a result of increased sales in the Luxembourg periphery and elsewhere. These prices are on average about 2% higher than existing units, narrowing from 15% from the year before. Considering deals from the last four quarters to be more resilient to outliers, the gap widens to 8%. Just Strassen and Bertrange record new build apartment prices higher than Luxembourg City (Q4 2020-Q3 2021). These are 12,874 €/sqm and 12,393 €/sqm, respectively, to Luxembourg City’s 12,206 €/sqm. 22% more residential building permits were issued in the first nine months of 2021 compared to a similar period the year before, standing at 4,621. Multi-unit residential developments drove this higher, while the number of single-family units was relatively unchanged. The greater permit activity was concentrated in Luxembourg City, increasing by 40% to 1,234. PAPs and general development schemes are moving forward after decreased activity in 2020. The Cantons of the Centre and South increased by 23% to 2,271 residential permits. Key stats: €583,072 average apartment price in Q3 2021; 36.3€/sqm/month asking rent in Luxembourg City in Q3 2021; 22% increase in residential permits in Luxembourg YTD Q3 2021 sources: Statec, LISER, Observatoire de l’Habitat, AtHome As per 31 December, 2021 ANNUAL REPORT 2021 MARKET ANALYSIS 72 MARKET ANALYSIS: POLAND I. Office market in Poland A. Warsaw The Warsaw office market is by far the largest in Poland, accounting for half of the office stock in the country at 6.15 million m². Through 2021, an additional 314,800 m² of new office space was added to the market. At the end of 2021, an additional 503,000 m² as identified as under construction with completion anticipated for the period 2022-2024, mostly concentrated in the Warsaw CBD. Occupier activity in Warsaw is dominated by financial, business service and tech companies. However, the pandemic has weighed on activity in 2020 and 2021, with office demand in Warsaw totalling 385,348 m² and 366,322 m², respectively. At the end of 2021, 778,419 m² of space was immediately available, translating into a vacancy rate of 12.66% for the Warsaw market, which is up from 9.87% a year earlier. Headline rents have remained stable. Prime rents for the best office space in the Warsaw CBD are estimated at 25 €/m²/mo, while those outside of the CBD are at 16 €/m²/mo. Given the current market environment, landlords have become more flexible in their leasing approach by offering more favourable letting conditions and incentive packages like fit-out contributions. B. Regional office market The regional Polish office markets continue to develop and offer attractive new space. Outside of Warsaw, the 7 largest office cities in Poland are Katowice, Krakow, Lublin, Poznan, Szczecin, Tricity and Wrocla, and offer some 5.37 million m² of office space. Demand for office space been hindered by the pandemic, with most markets below average in terms of annual take-up numbers. As at the end of September 2021, 12-month take-up in the regional cities amounted to 299,874 m² as compared to 357,158 m² for the same period in 2020 and 411,463 m² in 2019. Vacancy in regional markets drifted upward through Q3 2021 to 13.2%, which is the highest since 2010. Landlords of new buildings and those presently under construction are offering fit-out contributions while maintaining headline rents. More generally, prime rents have held up well. Only Katowice noted a small decrease, with prime rents currently at 166.20 €/m²/year. All other regional markets were stable or registered marginal increases, with Krakow and Wroclaw both now at 180 €/m²/year and Poznan at 186 €/m²/year. C. Investment Poland is one of the major investment markets in Central Europe. 2021 commercial real estate investment in Poland totalled €5.7 billion, which is a 7.1% increase in volume from the previous year. Below the investment volumes of 2018 (€7.2 billion) and 2019 (€7.7 billion), 2021 is now the third highest investment volume on record. €1.35 billion was invested in Warsaw, or about 23.8% of the total Polish investment volume and down from 31.5% in 2018, 38.0% in 2019 and 28.3% in 2020. Regional markets are now attracting more investment volume. Poland remains the most liquid property investment market in Central and Eastern Europe. Out of a total investment volume of €16.7 billion, 34% was invested in Poland in 2021. Office assets have experienced a repricing in 2020 and 2021. Prime investment yield for CBD assets in Warsaw increased from 4.25% to 4.65% in 2020 but compressed again to 4.50% as of the end of 2021. Regional office markets have seen similar repricing in the last two years, with local prime yields ranging from 5.50% in Wroclav to 7.30% in Katowice, Lublin and Szczecin. Key stats: 12.66% Warsaw vacancy in Q4 2021; 25 €/sqm/month Warsaw prime rent; 4.50% Warsaw office prime yield sources: CBRE ANNUAL REPORT 2021 MARKET ANALYSIS 73 II. Residential market in Poland A. Poland market The Polish housing market posted broadly positive figures in 2021 despite the complications from the pandemic and limited population growth. On average, residential prices increased by 7.2% per annum to 5,347 PLN/m² in Q3 2021. According to preliminary data, 234,700 new dwellings were completed in 2021, increasing by 6.3% from a year ago. Of this amount, developers completed 141,700 dwellings, a decrease of 0.7% as compared to 2020. On average, the net useable floor area of a dwelling was 92.9 m² in 2021. In 2021, permits and registrations have been granted for the construction of 340,600 dwellings, an increase of 23.3% over 2020. Permits for construction of the biggest number of dwellings were given to developers (213,000 units) and to private investors (123,200 units). B. Local prices The average sales price for a new residential unit in Warsaw was 10,992 PLN/sqm in Q3 2021, which was 7.95% up from a year earlier. Second-hand residential units in Warsaw increased to 10,905 PLN/sqm, up 4.15% in a year. Asked prices for new space tends to be 3.76% higher than actual transaction prices. In Gdansk, transaction prices on new housing units rose by 11.29% to 10,043 PLN/m². Asked prices for new space here tends to be 2.66% higher than actual transaction prices. The strongest year-on-year rise in actual residential transaction prices were registered in Gdynia (+21.81%), Katowice (+21.14%), Szczecin (+22.61%) and Zielona Góra (+18.27%). Key stats: 234,700 dwellings completed in 2021; Residential prices increased to 5,347 PLN/m² in Q3 2021; Average residential sales prices increased 7.95% in Warsaw (y-o-y) as of Q3 2021 Sources: Natl Bank of Poland (NBP), Central Statistics Poland, CBRE, Eurostat As per 31 December, 2021 ANNUAL REPORT 2021 MARKET ANALYSIS 74 MARKET ANALYSIS: GERMANY I. Office market in Germany A. Office market – top 5 german markets Germany’s Top 5 letting markets generated a take-up volume of 2,629,500 sqm in 2021, thus outperforming the 2020 result by 21.2%. On the back of a weaker first half year in 2021, the growth in take-up for 2021 was mostly due to a strong fourth quarter. If the fourth quarter of 2021 is taken in isolation, take-up soared by 51% in the top 5 markets compared with the year-earlier period. Moreover, take-up in the fourth quarter of 2021 exceeded the average of the final quarters over the last decade by 12%. The most active German office market in 2021 was Berlin with a take-up of 817,000 sqm, reflecting an increase of 22% compared with 2020. Munich took second place with 643,900 sqm (up 15%). By contrast, the highest growth rates were recorded by Hamburg and Frankfurt with increases of 35% to 430,300 sqm and 32% to 436,800 sqm respectively. Düsseldorf recorded slight year-on-year growth of three% to 301,500 sqm. Although uncertainty remains due to the pandemic, many companies have come to terms with the situation by being more flexible in handling their space requirements. A decisive factor for take-up in 2021 consisted of 42 large-scale deals, each of more than 10,000 sqm, which overall contributed one quarter of annual take-up. The large proportion of deals concluded in developments with a share of 36% in overall take-up was particularly striking. This underscores strong occupier demand for new and modern office space with custom-build workspace interior, that complies with hybrid workplace design, teleworking, hygiene regulations and ESG criteria. Vacancy in the top 5 office markets climbed 17% to 3.4 million sqm compared with year- earlier period. The average vacancy rate stood at 4.4% at year-end and was therefore 0.6 percentage points above the year-earlier figure. While this represents a significant increase in the vacancy rate, it remains nevertheless at a low level. In highly desirable locations, like central business districts, vacancy rates tend to be even lower. The volume of space available for subletting increased by 10% compared to 2020 since a few companies needed less space as a result of covid-induced teleworking. In 2021, demand continued to focus on prime office space in the top CBD locations. As a result, prime rents have risen in four out the five office markets compared with the previous year. The sharpest rise of 6% to €41.00/sqm/month was registered in Berlin. In Munich, the prime rent climbed by 5% to €41.50 and in Frankfurt am Main by 3% to €45.50. Compared with the year-end 2020, prime rents remained stable in Hamburg and Düsseldorf at €32.50 and €28.50 respectively. Key stats: Highest office prime rent in Germany is 45.5 €/sqm/month in Frankfurt Vacancy in Germany increased to 4.4% sources: CBRE II. Property investment in Germany The German real estate investment market generated a transaction volume of more than €111 billion in 2021, reflecting growth of 40% in a year-on-year comparison. Germany ranks 2 nd in the world’s based on property investment volume in 2021, with only the USA doing better. The largest transaction in Germany was Vonovia SE’s takeover of Deutsche Wohnen SE and resulted in Europe’s largest private housing company. Back in the third quarter of 2021, Swedish Heimstaden acquired the housing portfolio of property company Akeliusin. But even excluding these two takeovers, the 2021 investment volume settled at 5% above the previous record result from the 2019 pre-pandemic year when just under €84 billion was invested in German commercial and residential property. Core and core plus investments dominated the investment year 2021 with a share of around 72%, up from 61% in 2020. Furthermore, some 7 billion euros were channeled into sustainability-certified properties, with ESG-compliance playing an increasingly important role in the eyes of ANNUAL REPORT 2021 MARKET ANALYSIS 75 property investors. Another notable trend is the increasing number of forward investment deals (€18.5 billion) and development acquisitions (€5 billion), where investors are seeking access to the German property market. At around €49 billion, residential property was the dominating asset class in 2021 (up 145% in volume as compared to 2020). Of the commercial properties, office real estate remained the most important asset class, outperforming the year-earlier figure by 11% with a transaction volume of more than €30 billion. Industry and logistics replaced the retail asset class as the third largest investment segment. At more than €10 billion, the transaction volume not only set a new record but also significantly exceeded the previous year’s result by 34%. With pressure from strong demand, net initial yields compress further across almost all asset classes. At year-end 2021, the average prime yield for office properties in top markets came in at only 2.65%, 0.2 percentage points below the year-earlier figure. Yields have declined in the retail segment, after rising earlier at the start of the pandemic. While distinct yield compression of 1.2% percentage points was recorded for highly desirable supermarkets, yields for high street properties and shopping centers recently edged down as well. The drop in yields of 0.4% percentage points to currently 3% for booming logistics property, ultimately due to COVID-19, was also considerable. Key stats: German overall investment volume amounted to €111 billon in 2021 The average prime yield for office properties in top markets is at 2.65% sources: CBRE III. Residential market in Germany A. Population According to a first report of the Federal Statistics Office (Destatis), 83.2 million people were living in Germany in September 2021. Compared to the same period in 2020, the German population grew by 31,886 inhabitants or 0.04%. In 2021, the stagnating population was due to the increased number of deaths, which clearly exceeded the number of births. The gap between births and deaths, however, was filled by higher net immigration. In 2020, net immigration had decreased. At the end of 2020, roughly 618,200 households in Germany received housing allowance, or about 1.5% of all main residence households. The Federal Statistical Office (Destatis) also reports that the number of recipient households increased by 22.6%, or about 113,800, compared with 2019, as a result of the housing allowance reform which took effect at the beginning of 2020. As a result, more households have been entitled to housing allowance. B. Residential market germany Residential prices in Germany were stagnant from the early 2000s until 2009. Prices since 2010 have been among the fastest rising in Europe. According to the Bundesbank price index, the top seven cities have seen prices more than double since 2010. Current commercialised prices for apartments are highest in Munich at 9,500 €/sqm (+8.8% per annum since 2016). Frankfurt and Hamburg follow at 7,000 €/sqm (+10.2% per annum since 2016) and 6,250 €/sqm (+8.0% per annum since 2016), respectively. Berlin is fourth on the list at 5,500 €/sqm but counts the strongest price growth of the top-4 (+10.8% per annum since 2016). Just 50.4% of people own their home in Germany. The remaining 49.6% of people rent their residence, being the second highest rate in Europe behind Switzerland. ANNUAL REPORT 2021 MARKET ANALYSIS 76 D. Housing stock Germany counts 42.8 million residential units at the end of 2020. Housing stock growth has been just 0.63% per year on average since 2014, which is rather modest but exceeds population growth. The average size residential unit is 92 sqm and counts 4.4 rooms. Presently, Germany is experiencing a serious housing imbalance. Development is simply not keeping up with the demand and is the single biggest challenge to the residential market today. Development of some 270,000 units annually is around 100,000 fewer than the government’s target. From January to November 2021, new building permits amount to 341,036 dwellings and are up 2.8% on the same period a year earlier. Estimated building costs are reported as part of permit applications. In November 2021, the construction price index for conventionally constructed new residential buildings in Germany was up 14.4% compared with November 2020. Key stats: German housing stock is 42.8 million residential buildings; Munich records the highest new commercialised apartment prices of 9,500 €/sqm; 341,036 building permits issued YTD November 2021 sources: Destatis As per 31 December, 2021 ESG repot Oxy, Brussels ANNUAL REPORT 2021 77 ESG REPORT ANNUAL REPORT 2021 ESG REPORT 78 ESG REPORT 1 Index I. THE CREATING HEALTHY PLACES STRATEGY ................. 79 A. The strategy .................................................................................... 79 B. Dialogue with stakeholders ........................................................... 80 82 C. Translating the SDGs in our business ......................................... 83 D. A co-constructed strategy ............................................................. 84 E. Key sustainability achievements in 2021 .................................... 85 F. A local governance, a transversal cooperation .......................... 86 II. OUR AREAS OF ACTIVITY ..................................................... 87 A. For Users ......................................................................................... 87 1. HUMAN CENTRED DESIGN ................................................................. 87 2. MOBILITY .............................................................................................. 88 B. For Communities ............................................................................ 89 3. LOCAL ECONOMY ............................................................................... 89 4. PUBLIC ENGAGEMENT ....................................................................... 90 5. SOCIAL INCLUSION ............................................................................. 91 C. For the environment....................................................................... 92 1 This report should be read in combination with the “Who we are” chapter of this Annual Report. 6. CARBON FOOTPRINT .......................................................................... 92 7. CIRCULARITY ....................................................................................... 94 8. BIODIVERSITY ..................................................................................... 94 9. WATER MANAGEMENT ....................................................................... 95 D. Collaborators and partner engagement ....................................... 96 10. SUSTAINABILITY CULTURE ................................................................ 96 11. DIVERSITY & INCLUSION .................................................................... 97 12. HEALTHY WORKPLACE ...................................................................... 97 13. ECOSYSTEM ........................................................................................ 99 ANNUAL REPORT 2021 ESG REPORT 79 I. The Creating Healthy Places strategy A. The strategy The Creating Healthy Places strategy 2 aims to provide an action framework for all of Immobel's ESG (Environmental, Social and Governance) initiatives. 2 For further information please consult the chapter “Who we are” of this Annual Report. We wish to direct our action towards the development of healthy places to live, promoting the well-being of users and neighbouring communities while advocating exemplarity from an environmental point of view. ANNUAL REPORT 2021 ESG REPORT 80 Creating Healthy Places provides us with a fundamental analysis framework for our activities, which will allow the group to structure its ESG reporting more effectively from 2022 onwards. The strategy is divided into two layers, what we do at the level of our assets and what we do at group level. On each level, our actions are grouped in different pillars; what we do for the user, for the community and for the environment on asset level and how we see collaborators and partners’ engagement, stakeholder dialogue and social sponsorship at group level. B. Dialogue with stakeholders Maintaining a dialogue with our internal and external stakeholders is a responsibility that Immobel integrates into its daily activities. Cities and communities are not built in siloes. We are convinced that a close dialogue with our stakeholders is key for identifying and acting on both risks and opportunities. Immobel also seeks to influence the industry agenda in a broader sense, as we see this as an important opportunity to have a positive impact beyond our direct projects and take up a leading role within the sector on societal and environmental topics . The overview below specifies the type of dialogue with both internal and external stakeholders. ANNUAL REPORT 2021 ESG REPORT 81 ANNUAL REPORT 2021 ESG REPORT 82 ANNUAL REPORT 2021 ESG REPORT 83 C. Translating the SDGs in our business We have integrated the United Nations’ Sustainable Development Goals in our ESG strategy. As a major property developer, Immobel works in the general interest of cities and communities to support them in their ecological and societal transitions (SDG 11 – Sustainable cities and communities) Our design will incorporate a growing importance on health and well-being parameters (SDG 3 – Good health and well-being). Users now seek more qualitative living and working areas, in which they can live and work comfortably and in good health. The way we design buildings, areas and the surrounding neighbourhood should encourage and support sustainable lifestyles in its true sense. Immobel wants to take up a leading role in the environmental transition. We will reduce our ecological footprint through mindful water and energy consumption, and by reducing CO 2 (SDG 13 – Climate action including, SDG 7 – Energy, SDG 12 – materials and SDG 6 – Water ). But the solutions to respond to climate change are not limited to “grey” technologies such as renewable energies or material use. Even if we totally convert to renewable energy today, we’ll still need help from nature. We cannot address biodiversity loss (SDG 15) without tackling climate change, but it is equally impossible to tackle climate change without addressing biodiversity loss. Protecting and restoring ecosystems can help us reduce the extent of climate change and cope with its impact. The continued increase of the build-up area and urbanisation induce new ways of thinking about biodiversity. Ecosystems and biodiversity within cities are important, sometimes unique and to be protected and further expanded. Immobel wants to implement biodiversity strategies in its developments as a key element to protect and restore biodiversity, using it as a driving force during the whole life cycle of a building or a development. We consider these UN SDG’s as the ones on which we can have a direct impact with our projects. In addition, at group level we are convinced that we can have a direct or indirect impact on several SDG’s, we consider SDG 17 – Ecosystem, SDG 5 – Diversity and inclusion, SDG 3 – Healthy workplace, SDG 9 – Sustainability culture and SDG 4 – Training knowledge sharing / culture to be the main ones. ANNUAL REPORT 2021 ESG REPORT 84 D. A co-constructed strategy 2021 was particularly important for the integration of ESG commitments within our activities. We launched a co-creation process in order to define a complete strategy, able to set the group a course for the years to come on 13 action themes on two levels (our goods and our group). This work was conducted with a strong bias: associating internal stakeholders with the definition of the strategy. For Immobel, this is a significant approach, because it makes it possible to acquire a framework of action capable of articulating a strategic dimension and an operational dimension, able to inspire collaborators while offering them action tools to integrate ESG commitments whilst carrying out their activities. After a first preparatory stage carried out within the ESG Department, we have thus set up a co-construction course structured around 7 workshops focusing on in- depth investigation, exchange and assessment of already existing practices within Immobel. The 7 internal workshops took place between March and June 2021 and brought together representatives of the key professions for this approach to be successful: Technical Development, Development Department, Human Resources, Marketing and Communication and Finance. The workshops meant we could unite the business managers from each of our countries of operation, leading to a discussion on leading developments and the possible ambition for the years to come. At the same time, there was regular dialogue with the Management Committees of the various countries throughout the process. Work on the strategic framework, which began in autumn 2020, is currently being finalised and will allow Immobel, for the first time in its history, to carry out full ESG reporting for the year 202 ANNUAL REPORT 2021 ESG REPORT 85 E. Key sustainability achievements in 2021 • In 2021, Immobel defined its overall sustainability approach and priorities (see above). • Immobel developed a Green Financing Framework, reviewed and approved by Sustainalytics, as an extension of all sustainability and environmental actions undertaken by the company. Under this framework, Immobel, or any of its subsidiaries, may issue Green Bonds, Green Private Placements, Green (Syndicated) Loans to drive its sustainability targets. By doing so, Immobel is anchoring sustainability into its financing activities. In October, Immobel successfully issued a green bond which will allow us to continue developing our projects with high sustainability requirements. • Immobel has participated in the Global Real Estate Sustainability Benchmark (GRESB) evaluation leading to updated Environmental, Social and Governance policies. • An ESG governance structure has been set-up in order to make our commitments become an integral part of our daily business throughout the countries in which we operate. • A series of pilot projects has been launched as a practical way to demonstrate our societal and environmental commitments − Immobel urban mining (group level): an experiment as part of Immobel’s decarbonisation pathway: the focus of this pilot project is to optimise the re- use of materials between our own construction sites aimed at reducing the embodied carbon of the materials. Inventories of the re-use and recyclability potential of our developments are centralised in order to create transparency on the re-use potential between sites. − Rez-de-Ville (Brussels): an experiment to demonstrate our public engagement and our commitment for local economy (a diverse offer of services and shops, providing opportunities for emergent, innovative economic stakeholders) by means of a public-private co-creation model leading to recommendations with regards to the programming of ground floors and public areas in the hypercentre of Brussels. − Our “Horizon Nature” development in Montévrain, France (67 housing units and 8 individual houses) as a prototype of the sustainable new generation residential projects. This project that proposed a series of sustainable experiments (a large offer of soft mobility solutions, an innovative natural gas and green gas solution, etc.) was rewarded in 2021 with the “Prix de l’Innovation Industrielle” (jury of experts) as well as the “Prix du Grand Public” in the competition “Pyramides Ile de France” organised by the FPI (Fédération Promoteurs Immobiliers). − As part of its Group low-carbon roadmap and a roadmap to impact biodiversity positively, Immobel has designed an urban food forest on one of its Belgian plots in the portfolio. The food forest is like a demonstration of a new innovative and sustainable form of agriculture, that provides local, healthy food while at the same time providing areas for nature, biodiversity and CO 2 sequestration. The implementation is scheduled in 2022. ANNUAL REPORT 2021 ESG REPORT 86 − Launch of the MyMove solution at our residential development project Royal Louise in Brussels: as part of our collaboration with the start-up MyMove, Immobel has implemented a fleet of shared cars, bicycles and electric scooters available to users of the Royal Louise residential project in Brussels. • Communication: awareness sessions regarding the ESG framework have been set-up in the countries as part of the process of creating a culture of sustainability. The sessions were organised in order to detect trends in social and environmental challenges and in the new ways of working and living, to align Immobel’s ESG commitments with these trends and to share ESG best practices already implemented in the field. F. A local governance, a transversal cooperation Alongside the definition of the strategy, 2021 was marked by an evolution in the governance and management of the ESG strategy. The ESG Group Function is responsible for providing and developing the strategy, tools and systems required to enable the business lines to act. The Head of ESG develops partnerships regarding ESG topics, launches pilot projects and engages with external partners for ESG-related projects and actions. The Head of ESG is also invited to the Executive Committee for ESG-related topics. Each country has assigned an ESG point of contact to ensure a local implementation and follow-up of the ESG strategy. In 2022, the governance structure will be extended to Group level. Sustainability policies As a result of the co-creation trajectory, Immobel is updating the ESG framework with several internal policies and operational documents which in turn refer to external frameworks, including national legislations, regulations, international references based on EU or UN frameworks and industry body frameworks. This toolset will be finalised in 2022 and gradually implemented in the daily work of the different operational teams. TOPIC INTERNAL POLICY Healthy places Immobel sanitary and usage checklist Inspiration book “hybrid and mutualised places” Diagnostics tool for local economy Environment Development checklist CO² reduction and positive biodiversity roadmap Responsible procurement Local purchasing policy / supplier code of conduct Inclusion and diversity Inclusivity program Governance Anti-corruption and anti-bribery policy Good and ethical behaviour ode ANNUAL REPORT 2021 ESG REPORT 87 II. Our areas of activity A. For Users 1. HUMAN CENTRED DESIGN Commitments Immobel buildings guarantee a very high sanitary quality of the areas. They are also designed to facilitate everyone's access to sustainable ways of living and working and to encourage relationships with others, the outdoors and nature. Towards 2025, we will consistently implement the WELL certification for large office development. In the design process we will implement the use of a reference book "positive impact stakeholders" as a facilitator for our teams to include such stakeholders in the programming. At the same time, we will start measuring our actual performance as a basis to set the targets for the upcoming years. In a similar way, we will implement the reference book regarding hybrid and pooled spaces and start measuring our actual performance. Both reference books will become part of a health and well-being design checklist which will be used as a guiding principle for each development in the design phase. Key projects and examples A'Rive (61,300 m² - Residential, shops and productive functions in Brussels); a prototype of well-being for the user with a focus on the relationship with the outdoors and creating shared outdoor areas such as roof terraces or gardens which are accessible to all residents) as well as integrating positive stakeholders by creating a project where residential and productive functions are combined in an urban context. The project also offers a multitude and variety of semi-public areas, private terraces and balconies as well as a platform for urban agriculture. ISALA (33,000 m² - Offices in Brussels); the architectural choices contribute to better health and well-being for the users: • Widening of the peripheral wings (wooden construction) towards the interior of the island in order to bring daylight to the office floors and improve working comfort. • Creation of a garden in the open ground. • Opening and activation of facades. • Creation of a winter garden inside the island: this “hybrid” space can also be used as a co-working space in which collaboration and catering come together. • The fact the floors are connected means priority is given to circulation via the stairs. • The roof glazing enables a constant, generous amount of natural light. • Outdoor areas: terraces are fitted out at ground level+4 and +6 offering viewpoints. This exemplary renovation project will obtain a Well Platinum certification as well as a BREEAM Outstanding and a DGNB certificate. Montrouge (8,700 m² - Offices in Paris) has chosen to make high-rise areas available to all collaborators in the form of a company restaurant. On the ground floor, the corner reception benefits from a double-height hall that provides plenty of space and light, as well as a hybrid and flexible area connected to a garden. The latter can be adapted for multiple uses and services. ANNUAL REPORT 2021 ESG REPORT 88 Reporting WELL LABELLING of office operations in the design phase or permit application • Oxy (62,100 m² - mixed use in Brussels): WELL Platinum for the office part: 44,100 m² • Brouck’R (418,000 m² - mixed use in Brussels): WELL Platinum for the office part: 6,500 m² • Rueil (26,800 m² - offices in Rueil-Malmaison, France): WELL Gold • ISALA (33,000 m² - offices in Brussels): WELL Platinum • Proximus (Immobel has been assigned as preferred candidate) (49,000 m² - mixed use in Brussels): WELL Platinum for the office part • Lebeau (36,200 m² - mixed use in Brussels): WELL Platinum for the office part: 18,000 m² These ongoing WELL certification processes represent 180,000 m² which is already more than 80% of all office projects in design or permit request stage. Some development projects do not target a WELL certification since they are designed according to the requirements of the end-users. It is important to note that all the above developments will have an additional BREEAM (minimum Excellent) score. 2. MOBILITY Commitments Immobel's operations promote sustainable mobility: the sites are accessible by public transport, promote the use of bicycles and offer low-impact mobility solutions. The diversity and proximity of essential services also reduce travel. Mobility and transport connections are an integral part of the ESG due diligence for new acquisitions. In the design phase, a feasibility study will indicate the possibility of integrating parking for bicycles and electrical charging stations for cars and bicycles (at least pre-equipment) as well as the possibility for amenities or solutions to stimulate alternative, future-proof mobility solutions: car-free zones, mutualisation of parking spots, bicycle repair services etc. Key projects and examples Immobel’s recently delivered urban development projects are all located on multimodal mobility hubs. • The MULTI project (45,800 m² - Offices in Brussels) is located on top of the crossroads, underground, tram and bus stop “De Brouckère” • Central Point (19,100 m² - Offices in Poland) is located at the intersection of the only two underground lines in Warsaw • Infinity building (33,300 m² - mixed use in Luxembourg): a new tram stop has been created in front ANNUAL REPORT 2021 ESG REPORT 89 At the same time, our development projects act as a leverage to rethink the mobility in the entire neighbourhood: • A’Rive − 982 places for bikes, 138 of which will be reserved for “cargo” bikes. − stimulator to reconsider mobility in the entire neighbourhood: a co-creation process led to a series of experiments and prototypes such as a cargo bike repair hub (see picture) which will lead to further recommendations for the council and the Region to reconsider mobility in the wider area with a focus on pedestrians and cyclists. • Lebeau (36,200 m² - mixed use in Brussels): 313 spaces for bicycles as well as charging points for cars. Out of the 190 parking spaces, 130 will be public allowing a complete transformation of the Sablon neighbourhood with regards to parking spaces above ground. B. For Communities 3. LOCAL ECONOMY Commitments Immobel's urban projects are rooted in their environment and catalyse the local economy, by promoting the installation of local traders, businesses or services and by developing the use of nearby businesses and materials. A methodology will be developed in order to identify local economy stakeholders to integrate into our development projects. Particular attention will be paid towards integrating SMEs or local businesses into our commercial or tertiary areas. The methodology will entail a quantitative and qualitative analysis of the existing offer resulting in an overview of the desired functions or aspirations. A co-creation workshop will conclude our analysis regarding local, proximity of public services. For our construction works, we will set up partnerships with public services in charge of accompanying (young) unemployed people to integrate them in the construction works. A local purchasing policy aims to privilege local companies in the construction phase. Key projects and examples • Slachthuis site: the project intends to provide local proximity services to the residents and inhabitants of the neighbourhood. A study is ongoing regarding the feasibility to create an innovative, urban food hub where food production, community gardens/rooftops, retail and food-related events become part of a local, circular food chain. • The pilot project “Rez-de-Ville” which will lead to the implementation of our local diagnostic methodology and a programme to create awareness on the importance of the ground floors in the urban fabric. • The Horizon Nature à Montévrain programme aims to support the local economy by integrating local suppliers and service providers in the commissioning and construction of the built area. Consequently, 5 local companies, whose headquarters are near the construction site, took part in the works of the Immobel project. ANNUAL REPORT 2021 ESG REPORT 90 4. PUBLIC ENGAGEMENT Commitments Immobel designs urban projects by involving local individuals to catalyse transition and improve the quality of life. Public areas are designed as places to live. The hybridisation of private and public areas promotes interactions between the inhabitants and those who use the buildings. Our public engagement will focus on the creation of inclusive and healthy public places within or nearby our developments and the integration of public functions and amenities. We apply a methodology of co-creation with all stakeholders and we stimulate temporary occupation in our empty buildings (pending a permit) in order to test new functions, stimulate local economy, entrepreneurship or local associations. Key projects and examples Our magazine covers several examples of projects that stimulate public engagement. Some of them, and other examples, are listed below. TEMPORARY OCCUPATION • Immobel has signed the charter for temporary and transitional occupation, created by the City of Paris. This approach responds to our commitment to develop transitional urban planning and to programme it into our operations, both in Paris and throughout the Parisian region, with a view to prototyping future use and promoting urban projects with social externalities and environmental benefits for the territory. An approach that will be implemented in particular as part of the store transformation project Tati Barbès. • Lebeau: permit pending, the empty locations have been made available to artists and associations. With a circular clothing shop (SE-EM), a plant shop and a biodiversity centre (Espace Lebeau) or an experimental cultural venue (Face B), Immobel wants to experiment with uses that support the district. CO-CREATION PROJECTS • Immobel is a member of the European Quarter Fund (a company fund managed by the King Baudouin Foundation) to redesign the European quarter. Immobel is also a founding member of the non-profit organisation Up4North in order to redesign the northern district of Brussels, as well as of the non-profit organisation Biestebroek which, alongside its stakeholders, is redesigning the new district on the edge of the canal south of Brussels. • SNCB HQ in Brussels: Immobel and its partners have created a neighbourhood premises (“café du midi”) where inhabitants can share their ideas for the neighbourhood and where participatory workshops will be held. • Co-creation in Montrouge on an office operation in France: Immobel intends to improve the way of working to encourage an integrated approach. With "Immpulse", we have developed a design thinking methodology for tertiary projects. In concrete terms, we bring together for a few days, in an immersive way, internal stakeholders – a developer, a technical services individual, a marketing manager – and also external stakeholders- brokers, a landscaper, a service manager and a communication agency. PUBLIC ACCESSIBILITY / FUNCTIONS • The Multi and Oxy projects in the centre of Brussels are examples of opening up to the public and pedestrians alike between both buildings. The Multi project, winner of the be.exemplary award in 2017 granted by the Brussels Region, intends to reinforce its connecting role with outside areas by providing access for the public to the Atrium and terrace. • The Oxy building has integrated a green promenade which aims to become a natural extension of the pedestrian zone. • At the Pachecosite, the former State Administrative Centre, Immobel will integrate a secondary school for 350 students, a primary school for 220 students, a nursery for 72 children and a sports infrastructure that will be accessible to the public after school. • Immobel is also pro-active in discussing the attribution of the planning permission charges to be paid. In the A’Rive project, the taxes will be dedicated to a school project in the neighbourhood. ANNUAL REPORT 2021 ESG REPORT 91 • Based on its territorial knowledge and in co-creation with the local authorities, in its permit request Immobel includes pro-active proposals for these taxes to be allocated towards publicly relevant functions. 5. SOCIAL INCLUSION Commitments A positive impact for local communities includes support for vulnerable groups, notably by supporting economic players who commit to providing socio-professional integration and to fighting poverty. We work with our suppliers, service providers and tenants to support and accompany these actions also thanks to our “Immobel Social Fund”,which accounts for up to 1% of our net income each year, and supports non- profits and ESS ( Social Solidarity Economy) players. These include organisations and associations working in particular in the areas of health, culture and social inclusion. Furthermore, we will develop an inclusivity roadmap and define a realistic target with regards to the social mix in our developments and the provision of a residential offer for specific groups (social housing, students, senior citizens etc.). Key projects and examples In 2021, Immobel financially supported several professional associations in Brussels with activities in the field of education and youth such as TADA, ToekomstATELIERdelAvenir (see magazine), Calame ASBL, an association which supports young people in their school career, Youth Start, which offers training to young people with a future project, VUB Kinderuniversiteit, a project which gives children the chance to come into contact with science and research at an early age and Schola ULB, which supports struggling students to avoid dropping out of school. As well as support in the field of social integration, Immobel also supports organisations and associations in the field of culture and health. In 2021, Immobel France joined the association called “Tous le Monde contre le Cancer”. This association’s approach and the cause it supports, particularly for children, are close to our hearts. At the end of the year, we were present for the “100 Noëls dans 100 Hôpitaux” [100 Christmases in 100 Hospitals] operation which aims to bring a little joy and magic to the 4,000 hospitalised poorly children, to offer them a beautiful, enchanted and warm Christmas, almost like at home. Social housing The situation in France (with quotas of social housing), shows that an implication of the private sector in the development of social housing is beneficial in providing an answer to the lack of social housing. Immobel integrates social housing into most residential programmes and thus helps local authorities to achieve legal objectives: 29% of the residential part of our portfolio in France consists of the construction of social housing. ANNUAL REPORT 2021 ESG REPORT 92 In this same context, Immobel France also complies with the regulations imposed by the Local Plans for Integration and tries to systematically call on people in professional integration on each of its sites. As part of our inclusivity programme, Immobel will look with the property federations in the countries where we operate how further public private partnerships can be developed with regards to the construction of conventional and social housing. An example is our residential project Universalis Park in Brussels, where Immobel will develop 32 social housing units which will be acquired by the SLRB (Société du Logement de la Région de Bruxelles-Capitale), the Brussels regional housing institution for social housing. Reporting elements In 2021, the Immobel group (among other things through the Social Fund) supported more than 25 structures in carrying out their associative and civic projects. C. For the environment 6. CARBON FOOTPRINT Our commitments Immobel is committed to reducing its greenhouse gas emissions based on an initial assessment of the Group's carbon footprint (scopes 1/2/3) and a roadmap that applies to all operations. As far as the operational carbon (linked to the energy) of our operations is concerned, we will define a roadmap towards carbon neutrality for the tertiary and residential sector. The amount of renewable energy generated on-site will be measured and reported annually. As far as the embodied carbon (linked to the materials) is concerned, we will measure our actual performance on the entire portfolio and set out a roadmap aligned with a series of international references and benchmarks such as the WorldGBC, RIBA architects, the Carbon Heroes Benchmark Programme (Europe and global), the E+C- project in France from ADEME in preparation of the upcoming RE2020 legislation, the World Business Counsel on Sustainable Development (WBCSD) & Arup. Key projects and examples MIXED FOSSIL FREE OFFICE/PROJECTS • Brouck’R project (41,000 m² - mixed-use - permit pending, in Brussels), will be using a geothermal energy system making it a fossil-free building. • Lebeau project (36,200 m² - mixed-use - permit pending, in Brussels): will use an open geothermal installation which will be linked to solar panels and heat pumps making it a full fossil-free building. • OXY project (62,100 m² - mixed-use - permit pending, in Brussels), a future proofed, fossil-fuel free energy concept. • MULTI project (45,800 m² - offices under construction in Brussels) the first CO 2 neutral office building in use in Brussels. • ISALA project (33,000 m² - office - permit pending, in Brussels) will become an energy positive building with a primary energy consumption of -0.1kWh/m². ENERGY PERFORMANCE FOR RESIDENTIAL DEVELOPMENTS • Epinay-sur-Orge (3,800 m² - residential site under construction in France): heat pump and solar panels in all collective housing (44 housing units - buildings A and B). • Panorama project (58,100 m² - residential site, permit pending in Brussels, fossil-free thanks to a combination of water-air heat pumps and solar panels. • Each new development in the design phase will analyse the possibility for these renewable energies. The 3rd phase of the O’Sea (33,600 m² - residential site- under construction in Ostend, Belgium) has also evolved towards a fossil-free building by means of an underground Thermal Energy Storage combined with heat pumps. ANNUAL REPORT 2021 ESG REPORT 93 Embodied carbon (materials) Within our developments, we also privilege renovations to reduce CO2 emissions linked to material use (embodied carbon). LifeCycleAssessments are used to optimise material choices and to reduce the impact of CO2. The MULTI building which will become the Immobel HQ as from 2022 has an embodied carbon of 181 kg CO2/m² over 60 years (compared to an actual market standard around 1000 kg CO2/m²) and is carbon neutral in operations. The ISALA project in the European quarter in Brussels (permit pending) strives for an embodied carbon of max. 220 kg CO2eq./m² over 60 years. The ISALA project (33,000 m² office – permit pending in Brussels) does this by preserving more than half of the building, by re-using materials from the actual site as well as from other projects, by maximising in the new structures the use of Cross Laminated Timber and by using biosourced (38%) and recycled (24%) materials. Other examples where the design process based on LifeCycleAssessment has led to the integration of wooden (CLT or Cross Laminated Timber) constructions: The MAMER development (13,800 m² residential site being designed in Luxembourg) will offer a range of single-family homes and residences designed to meet the needs of all generations. The project will integrate around: − 1,400 m³ of CLT flooring (20 cm thick) − 1,500 m³ of CLT walls (12 cm thick) The RiverPlace project (7,900 m² - residential site being designed in Luxembourg) anticipates a 5,850 m² wooden facade. Immobel France and GRDF agreement Immobel France and GRDF signed a partnership agreement in 2021 whereby they commit to develop innovative property programmes in Île-de-France, which accelerate the energy transition of buildings and place quality at the heart of new construction by experimenting with new heating solutions This agreement has a dual purpose. First, to promote innovative building-related natural gas and green gas solutions. Next to participate in the creation of sustainable housing, in a context marked by an increased risk of shortage and increase in the cost of fossil energy. Reporting CERTIFICATIONS The number of projects (design – permit – construction) that are in the process of a BREEAM certification represents − 30% of the overall portfolio expressed in m² − 95% of the office portfolio expressed in m² ANNUAL REPORT 2021 ESG REPORT 94 Some of these projects will also receive an additional HQE (mostly in France) and/or DGNB certification. The residential sector is less subject to a culture of energy performance certification. As a consequence, residential projects are not, by definition, subject to a certification programme, although they comply with the Immobel ESG commitments. Additionally on an individual basis, local certification schemes can be applied (NF habitat, Label E+C-, habitat and environment). As an example, 50% of the developments (expressed in m²) in France target the NF habitat HQE certification. 7. CIRCULARITY Commitments We wish to assert ourselves as a property player which can enhance local architectural, human and material resources, to minimise the extraction of raw materials and maximise local anchoring. We will perform an inventory for re-use for all renovation projects in the conception phase to optimise re-use and recycling on site or elsewhere. We will also define a gradual increase in renovations based on actual measurements (renovation versus new). Environmental Product Declarations and lifecycle analysis will be used as tools to increase the level of re-used, recycled and healthy materials in the event of new constructions. Key projects and examples By adopting a circular logic in the definition of its programmes, Immobel seeks to maximise the re-use of materials in its construction sites. The results of the Life Cycle Analysis (LCA) for the ISALA project showed that the raised floors of the offices of the ISALA complex contribute very significantly to the environmental impact of the building materials. Therefore, the team is looking for possibilities to re-use the existing raised floors in other buildings or in the existing building, in particular through the Urban Mining programme developed by Immobel. Therefore, the facade cladding (natural stone) of part of the demolished building will be re-used for the cladding of the new building. In addition, an inventory of interior materials presents a potential for re-use on a large part of the non-removable furniture such as doors or even toilets. In the MULTI programme, 89% of the materials in situ are kept in the refurbishment and renovation of the building. In addition, approximately 2% of the re-used materials in the project come from “urban mining”, as they mostly come from off-site sites. For the Tati Barbès project, the proposal accepted as part of the Réinventer Paris competition best preserves the building’s identity since it anticipates the least possible demolition, thus preserving 65% of the floors and 84% of the existing facades, including full preservation of the Haussmann building. The site of ilôt St Roch à Nivelles (a 31,500 m² residential site under construction in Belgium) is emblematic for the desire to maximise the existing materials on site. The industrial building is located on a plot that has been completely backfilled in the past. The excavations have therefore revealed numerous blocks of concrete and masonry. The development of the ilôt Sain-Roch therefore required existing warehouses to be demolished so recycled gravel could be reconstituted then used for the construction of sub-foundations both for future roads and future buildings. Also at Bussy-Saint-Georges (a 7,300 m² - residential site under construction in France) demolition materials were used to make construction tracks (using crushed concrete). 8. BIODIVERSITY Commitments Immobel's operations contribute to improving the living conditions of animal and plant species in urban areas. Thanks to this, proximity to nature and living things become an essential component of people's quality of life. Immobel will further develop its approach to integrate biodiversity into all activities, using it as a driving force during the whole life cycle of a building or a development. ANNUAL REPORT 2021 ESG REPORT 95 We are convinced that since the biodiversity crisis and the climate crisis are profoundly interlinked, they should be looked at jointly. This approach will put Immobel on a pathway to becoming an active and positive partner to make our cities and communities more resilient and climate proof - combining the goals of biodiversity improvement and CO2 reduction/caption. We will develop a measurement method (as an extension of the CBS which only focusses on the surface) by including measures on the quality and diversity of the habitat. The tool will focus on the biodiversity value (natural habitats/ecosystems), environmental value (mitigation heat island, Co² storage, air filtering, water infiltration, ...) as well as the user experience. With regards to the overall ambition to limit construction on agriculture or natural surfaces, we will develop a "Zero net artificialisation" roadmap. Key projects and examples The Oxy project (62,100 m² mixed development - permit pending in Brussels) is a good example of the way Immobel intends to increase the biodiversity level in a very dense, urban area. The main garden will extend over all the public reception terraces from the top of the access staircase to the end of the terrace facing the opera. A total of 2,256 m² will be planted as part of the developments up to ground level +4 on the basis of a distribution between 920 m² of intensive surfaces and 1,336 m² of extensive surfaces. In 2021, Immobel received the subdivision permit for the development of a brand new green district in Tielt in Belgium (a 30,000 m² residential project comprising 106 houses and 88 apartments). The project is exemplary in the way Immobel will develop its future suburban residential developments in terms of biodiversity. The Tielt project site is designed to fit into an ecological network. The creation of a green framework in the projects puts the buildings between two places of ecological interest. The project anticipates the creation of a park over 49,000m² in size, composed of an extensive meadow (> 33,000 m²) and an intensive meadow (> 16,000 m²). 9. WATER MANAGEMENT Commitments Immobel operations are inspired by the natural water cycle and facilitate sober use of water resources. It aims to maximise the circular use of water, in relation to natural environments. Key projects and examples ISALA In the Isala project, various measures are implemented to reduce the building's (drinking) water demand. Firstly, there is a drastic reduction in water consumption of the building's various equipment. Secondly, the distinction is made between equipment requiring drinking water and those where it is not required. The uses of rainwater and grey water can thus be maximised and drinking water consumption can be reduced significantly. Rainwater falling on the highest roof of the building is collected in a 170 m³ rainwater cistern located in the basement of the building. As far as grey water is concerned: water from showers and sinks will be collected in a separate cistern and re-used for toilets. ANNUAL REPORT 2021 ESG REPORT 96 MONTÉVRAIN When designing its buildings, Immobel includes water outlets conceived to reduce the consumption of the resource. In the Montévrain project, the installation of special taps makes it possible to limit the water consumption of the homes. In addition, each home has a 350-litre rainwater tank to allow residents to use it to water their plants or their vegetable gardens. A NETWORK OF VALLEY GUTTERS AND LANDSCAPED BASINS The creation of a network of valley gutters and landscaped basins with an ecological vocation and reinforcement of biodiversity become a differentiating element in the design of our suburban residential projects. The Tielt and Mamer sites are designed to facilitate the management of rainwater, in particular with valley gutters which are water retention basins in the event of heavy rain and specifically during thunderstorms. These basins have a double utility, firstly to temporise the flow of rainwater in the urban flow networks which are often put under pressure, and then to allow the surrounding biodiversity to be watered as these basins are open to the outdoors. D. Collaborators and partner engagement It is thanks to our teams’ professional and human quality that our projects are of a high quality. We are thus committed to creating a healthy workplace for all Immobel’s collaborators, a context capable of stimulating everyone's interest and creativity and offering opportunities for training and raising awareness of the major issues that determine the evolution of our businesses: the evolution of the demand and needs of our customers and the environmental imperative. 10. SUSTAINABILITY CULTURE Immobel’s vision Immobel’s teams participate in the group's ambition to create future proof urban projects with a positive impact. The group pays particular attention to training and skills development Key examples and main worksites “AU PAIR” TRAINING BELGIUM Promoted within the technical and development teams, “au pair training” is an opportunity for a group of colleagues to exchange information and make progress. The training makes it possible to support the integration of newcomers but also to share the main developments in the profession in terms of programming, development and sustainability. LEARN AT LUNCH BELGIUM A lunch offered to the teams allowing them to enhance their understanding of a sector topic in a friendly setting. Immobel collaborators present a topic and its concrete implications for the projects carried out by Immobel. An opportunity for training, enhancement and appropriation of the group's main projects. QUALITY TESTING FRANCE Before the housing is delivered, Immobel France organises a session to test the quality of the equipment and fittings that will be delivered. All collaborators are asked to volunteer and approximately ten of them are selected to go on site to check the quality of the product. This maximises customer satisfaction and proves to be a team building exercise and a training experience for some collaborators who are not used to attending operations. ANNUAL REPORT 2021 ESG REPORT 97 11. DIVERSITY & INCLUSION Immobel’s vision Immobel reinforces its commitment against all forms of discrimination against collaborators, applicants or partners and develops diversity within teams and management. Commitments and aims • To support the professional integration of young people and people with disabilities • To achieve equal M/F representation on national and group executive committees • To fight against gender inequality Key examples and main worksites IMMOBELLES LUXEMBOURG In Luxembourg, an internal awareness campaign on gender equality, through the storytelling of female professional experiences at Immobel. 12. HEALTHY WORKPLACE Immobel’s vision Immobel is building an organisation which contributes to the development and health of people and the group. This attention to health, safety and the quality of working conditions applies to its entire value chain. Commitments and aims • To conduct an annual survey Key examples and main worksites CORPORATE SPORTS A partnership with a sports hall (Lux) to facilitate sports practice and the ImmoRUN initiative are opportunities for team building and for healthy lifestyle encouragement. SUPPORT FOR COLLABORATORS BELGIUM Additional medical examinations and retirement preparation workshops are offered to collaborators over the age of 45. CONVIVIAL MOMENTS TO PROMOTE DIALOGUE Breakfasts and afterworks are organised regularly, both on Immobel premises and externally. ANNUAL REPORT 2021 ESG REPORT 98 ANNUAL REPORT 2021 ESG REPORT 99 13. ECOSYSTEM Immobel’s vision Immobel implements ambitious commitments with the support of partners, local authorities, architects, companies, associations, etc. and shares its experience through site visits, publications and interventions within professional bodies or stakeholders. Commitments and aims • To set up a committee of stakeholders • To consolidate a responsible purchasing procedure • To establish a responsible construction site charter • To promote working groups with partners on priority issues (public areas, urban health) • To conduct hackathons in partnership with higher education institutions • To join and participate in the activity of thematic working groups (Business4Biodiversity, Sustainable Building Plan, etc.) Key examples and main worksites Immobel is a stakeholder in several thematic working groups, on a national and international scale. PROPTECHLAB The Belgian community of Innovators in the property value chain aiming at fostering innovation in construction and property and to ease the digital transformation of the industry towards a sustainable future. UPSI The Union Professionnelle du Secteur Immobilier represents the main developers-builders, developers and property investors in Belgium with the federal and regional authorities, collaborates with the public authorities and gives them advice. Immobel is also a partner of YUB – Young UPSI BVS, the network of young real estate talents (25-35 years old) in Belgium. MADASTER THE LAND REGISTRY OF MATERIALS Immobel is a partner of the start-up Madaster, which carries out an inventory of the existing built heritage in the territory of the Brussels region. This online platform lists buildings and the materials and products they contain. Each building becomes as such an element of a database of materials. Improving knowledge of heritage is a key step in reducing the material footprint of construction activities. ULI URBAN LAND INSTITUTE ULI is the oldest and largest network of cross-disciplinary property and land use experts in the world. The European presidency of the network is occupied by Marnix Galle, CEO of the Immobel Group. Several collaborators are members of the Young ULI young talent network. UP4NORTH Immobel is a member of the association which advocates the development of the northern district of Brussels.This project aims to recreate diversity by bringing together large companies and start-ups, cultural and associative groups, residents and visitors, as well as local, national and international individuals. ANNUAL REPORT 2021 ESG REPORT 100 ASBL BIESTEBROECK Immobel participates in the work of the association, which aims to bring together all the stakeholder in order to prototype the new Biestebroeck district EUROPEAN QUARTER FUND Immobel is a member of the management committee of the European Quarter Fund which brings together all private and public concerns for the harmonious development of the European district of Brussels, ensuring general interest is defended through consultation and coordination of actions. CITY OF PARIS TEMPORARY OCCUPATION CHARTER Immobel is a signatory to the temporary occupation charter launched by the City of Paris to promote the use of temporary and transitional urban planning practices in urban and property development with the property sector. MANAGEMENT repot Granary Island, Gdansk MANAGEMENT REPORT ANNUAL REPORT 2021 101 MANAGEMENT REPORT ANNUAL REPORT 2021 102102 MANAGEMENT REPORT Ladies and Gentlemen, We have the pleasure to present our activity report 2021. Immobel closed its annual accounts on December 31st, 2021. Immobel delivered a strong set of results achieving substantial growth in revenues. Net profit group share grew to EUR 92.2 million up from EUR 33.3 million in 2020. The return on equity stood at 19%, well above the Company’s 15% target. EBITDA doubled from EUR 52.8 million to EUR 103.8 million. The acquisition of several high-profile projects supported the growth of Immobel’s underlying portfolio from EUR 5.1 billion in 2020 to EUR 5.5 billion at the end of 2021, providing it with a strong pipeline of future projects. With this solid performance, Immobel has committed to a 10% dividend increase in line with its dividend policy, bringing the 2021 dividend to EUR 3.05 gross per share.. FINANCIAL HIGHLIGHTS • Net profit group share almost tripled from EUR 33.3 million in 2020 to EUR 92.2 million in 2021. EBITDA doubled to EUR 103.8 million (2020: EUR 52.8 million) • Solid activity in the office market was supported by the continued ‘downsizing and upgrading’-trend with a clear focus on sustainability. Residential sales were supported by strong markets driven by rising prices and a structural supply-demand imbalance. • Permits obtained for a sales value of EUR 892 million in 2021, compared to EUR 506 million in 2020. This includes final permits amounting to a sales value of EUR 580 million in 2021, compared to EUR 315 million in 2020. • Future growth position strengthened with new strategic acquisitions in Belgium, France and Luxembourg, amounting to EUR 560 million in sales value. This brings the total gross development value (GDV) of the portfolio to EUR 5.5 billion. • Growth strategy supported by strong balance sheet with cash position of EUR 273 million and gearing ratio of 52.9% at the end of the year. • Dividend increase for the fifth year in a row, in line with the dividend policy, this year by 10%, resulting in a dividend of EUR 3.05 gross per share. BUSINESS MILESTONES • In Brussels, Immobel and Whitewood fully let the MULTI office development project (45,800 m²), with a WALT1 of approximately 12 years. • In France, Immobel partnered with renowned institutional investors, Goldman Sachs Asset Management and Pictet Alternative Advisors, for strategic acquisitions in Paris. • In Brussels, Immobel was selected by Proximus as the preferred candidate to reach an agreement on the sale, partial lease- back and redevelopment of Proximus' headquarters. • In Spain, Immobel made strong progress with the necessary urban planning procedures for the construction of the Four Seasons Marbella Resort2. • In Luxembourg, Immobel signed an agreement with TotalEnergies for the acquisition of their Luxembourg headquarters located Route d’Esch. • Immobel laid the groundworks for the launch of Immobel Capital Partners3 in the United- Kingdom, significantly strengthening its European investment management activity. • Immobel defined its comprehensive sustainability strategy based on 13 themes linked to the United Nations Sustainable Development Goals. 1 Weighted average lease term. 2 For further information: https://www.immobelgroup.com/en/news/immobel-to-develop-four-seasons-marbella-resort-following-urban-planning-approval 3 For further information: https://www.immobelgroup.com/en/news/immobel-launches-immobel-capital-partners-under-the-leadership-of-duncan-owen MANAGEMENT REPORT ANNUAL REPORT 2021 103 I. Business development (art. 6 ' 1, 1' et art. 3:32, 1' cca) A. Groupe Immobel business A) Financials The table below shows the main consolidated figures for 2021 (in EUR million): Results 31/12/21 31/12/20 Variance Revenues and other operating income 392.8 375.4 5% EBITDA 4 103.8 52.8 97% Net profit Group share 92.2 33.3 177% Net profit Group share per share (EUR/share) 9.25 3.58 158% ROE 5 18.7% 7.8% 140% Balance sheet 31/12/21 31/12/20 Variance Inventory 6 1,261.9 1,140.8 11% Equity Group share 571.6 491.9 16% Net debt 7 593.3 603.9 -2% Portfolio GDV (in EUR billion) 8 5.5 5.1 8% In 2021, Immobel’s net profit group share increased by 177% to EUR 92.2 million. At 19%, its ROE is well above the Company’s 15% target. EBITDA increased by 97% to EUR 103.8 million. The gross development value (GDV) of the company’s portfolio grew by 8% from EUR 5.1 billion in 2020 to EUR 5.5 billion in 2021 while the underlying inventory grew by 11% to EUR 1.3 billion, driven by new acquisitions made in 2021. Net debt remained stable as the additional debt incurred for new acquisitions were offset by the operational cash flow generated in 2021. This resulted in an improved gearing ratio of 52.9% (compared to 57% at the end of 2020).. Strong take up across residential and commercial markets Residential sales were supported by strong markets characterised by the structural imbalance between supply and demand, resulting in rising prices for residential projects. Sales were mainly driven by O’Sea and Immobel Home (Belgium), Eden (Germany) and Fort d’Aubervilliers (ilôt A), Bucolia and Montévrain (France). The pandemic’s impact on how and where people want to live has continued to translate into high demand for second and suburban homes. 2021 was also marked by substantial rental and investment activity within our office division. The sales of the BREEAM Outstanding and CO2-neutral ‘Commerce 46’-building to Allianz and the BREEAM Excellent and Smart ‘Möbius II’-building to the Belgian State (ahead of schedule) made a substantial contribution towards delivering a strong net profit. A 12-year lease agreement was signed with TotalEnergies and a 9-year lease agreement was signed with a top-tier US financial institution for their new Belgian headquarters in the MULTI-building – the first CO2-neutral office building in Brussels. These transactions are a clear illustration of how investors and occupiers are viewing the office market following the pandemic. We continue to see growing evidence of a trend towards 'downsizing and upgrading' and a growing focus on sustainability, wellbeing and flexibility in work patterns, all areas in which Immobel has a strong track record. 4 EBITDA (Earnings Before Interest, Depreciation and Amortization) refers to the operating result before amortization, depreciation and impairment of assets (as included in Administration Costs) 5 ROE (Return on Equity) refers to the net profit group share divided by the equity group share at the beginning of the year. 6 Inventory refers to investment property, investments in joint ventures and associates, advances to joint ventures and associates, inventories and contract assets. 7 Net debt refers to the outstanding non-current and current financial debt offset by the cash and cash equivalents. 8 Sales value or gross development value: total expected future turnover (group share) of a project or all projects in the current portfolio (including projects subject to conditions precedent for which the management judges there is a high likelyhood of closing. MANAGEMENT REPORT ANNUAL REPORT 2021 104 Improvement in rate of permitting activity 2021 permitting activity improved compared to 2020, although the company was still faced with delays for some of its residential projects. During the year, Immobel obtained permits for a sales value of EUR 892 million compared to EUR 506 million in 2020. In 2021, final permits were obtained for a total sales value of EUR 580 million, compared to EUR 315 in 2020. In Belgium, Immobel obtained a permit for the residential Ilôt Saint-Roch project with a sales value of EUR 103 million. Together with Dumobil, it obtained planning permission for the development of 200 units with a sales value of EUR 65 million in Tielt. In Éghezée near Namur, Immobel will develop a new, sustainable residential district with 168 residential units (including 118 houses and 50 apartments) with a sales value of EUR 57 million. Permits were also obtained in France for the Montrouge office project in Paris with an area of 8,700 m², the residential project Montévrain with a sales value of EUR 19 million and the residential project Bucolia with a sales value of EUR 54 million, amongst others. GDV of EUR 5.5 billion provides a strong platform for Immobel’s continued growth Immobel grew its gross development value by more than 8% to EUR 5.5 billion by acquiring assets with a sales value of EUR 560 million, which will provide a strong pipeline of future opportunities. In Paris, Immobel partnered with two renowned institutional investors; with Goldman Sachs Asset Management, it acquired a high-quality mixed-use commercial and office building in the centre of Paris and with Pictet Alternative Advisors, it acquired an office property located in the Paris Opera district, which presents a significant redevelopment opportunity in one of Paris’s most sought-after locations. In addition, Immobel was awarded the contract for the conversion of the iconic Tati Barbès-building into homes, shops, and offices. By repurposing real estate to change its use or by introducing sustainable mixed uses into developments, Immobel is responding to the key challenges of major European cities by addressing housing shortages and environmental challenges. In Luxembourg it acquired, within the framework of the investment management business, the Scorpio-building in the Cloche d’Or district. It also signed an agreement with TotalEnergies for the acquisition of their Luxembourg headquarters located Route d’Esch in Luxembourg. In Belgium Immobel acquired the Sabam headquarters and the head office of TotalEnergies in the European Quarter in Brussels. FY 2021’s solid financials enable Immobel to maintain its business plan. Following this strong performance and in line with its dividend policy, Immobel has committed to a 10% dividend increase, bringing the 2021 dividend to EUR 3.05 gross per share. Potential permitting delays are expected to be mitigated in 2022 by a robust office activity and the continued strong demand within the residential market. As Immobel has limited exposure to the Eastern European market (with only two projects in Poland), it does not expect the war in Ukraine to have any direct impact on its business. However, management remains vigilant on potential indirect impacts such as rising interest rates, inflation, and construction costs. Strong balance sheet Immobel has a strong balance sheet with EUR 273 million in cash and a gearing ratio of 52.9%. In 2021, Immobel successfully issued EUR 125 million in green bonds, reinforcing the Company’s ESG strategy and demonstrating the importance investors attach to climate and environmental issues whilst also confirming their confidence in Immobel and its underlying business plan. Immobel’s strategy remains focused on the development of projects with high sustainability targets which contribute to the creation of the European cities of tomorrow. [3] Sales value or gross development value: total expected future turnover (group share) of a project or all projects in the current portfolio (including projects subject to conditions precedent for which the management judges there is a high likelyhood of closing. MANAGEMENT REPORT ANNUAL REPORT 2021 105 B. Comments on the consolidated financial statements A) Key indicators CONSOLIDATED TURNOVER PER COUNTRY (MEUR) BEFORE IFRS 11 AFTER IFRS 11 Belgium 273.31 162.83 Grand-Duchy of Luxemburg 119.49 102.87 France 87.53 67.11 Poland 1.83 2.06 Germany 44.64 44.6 Total 526.8 379.47 CONSOLIDATED INVENTORIES PER COUNTRY (MEUR) BEFORE IFRS 11 AFTER IFRS 11 Belgium 528.51 292.87 Grand-Duchy of Luxemburg 144.49 143.8 France 180.25 167.19 Poland 70.44 34.74 Germany 59.03 59.03 Spain 35.26 0.99 Total 1017.98 698.62 MANAGEMENT REPORT ANNUAL REPORT 2021 106 B) Consolidated accounts CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME (IN THOUSANDS €) NOTES 12/31/2021 12/31/2020 OPERATING INCOME 392,815 375,390 Revenues 2 379,509 364,479 Other operating income 3 13,306 10,911 OPERATING EXPENSES -338,312 -333,526 Cost of sales 4 -311,066 -300,766 Cost of commercialisation 5 -439 -1,702 Administration costs 6 -26,807 -31,057 SALE OF SUBSIDIARIES 25 133 Gain (loss) on sales of subsidiaries 7 25 133 JOINT VENTURES AND ASSOCIATES 44,531 7,994 Share of result of joint ventures and associates, net of tax 8 44,531 7,994 OPERATING PROFIT AND SHARE RESULT OF ASSOCIATES AND JOINT VENTURES, NET OF TAX 99,058 49,991 Interest income 4,983 5,773 Interest expense -6,605 -11,859 Other financial income 81 1,440 Other financial expenses -3,552 -2,649 NET FINANCIAL COSTS 9 -5,094 -7,295 PROFIT BEFORE TAXES 93,964 42,696 Income taxes 10 -1,619 -8,650 PROFIT OF THE PERIOD 92,345 34,047 Share of non-controlling interests 195 775 SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY 92,150 33,272 PROFIT FOR THE PERIOD 92,345 34,047 Other comprehensive income - items that are or may be reclassified subsequently to profit or loss -820 2,282 Currency translation -904 2,282 Effective portion of changes in fair value 84 Other comprehensive income - items that are or may be not reclassified subsequently to profit or loss 27 57 201 Actuarial gains and losses (-) on defined benefit pension plans 27 57 201 Other comprehensive income - items that has been reclassified to profit or loss TOTAL OTHER COMPREHENSIVE INCOME -763 2,483 COMPREHENSIVE INCOME OF THE PERIOD 91,582 36,530 Share of non-controlling interests 112 964 SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY 91,470 35,566 EARNINGS PER SHARE (€) (BASIC) 11 9.25 3.58 COMPREHENSIVE INCOME PER SHARE (€) (BASIC) 11 9.18 3.82 EARNINGS PER SHARE (€) (DILUTED) 11 9.25 3.58 COMPREHENSIVE INCOME PER SHARE (€) (DILUTED) 11 9.18 3.82 MANAGEMENT REPORT ANNUAL REPORT 2021 107 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS €) ASSETS NOTES 12/31/2021 12/31/2020 NON-CURRENT ASSETS 506,259 448,370 Intangible assets 12 246 582 Goodwill 13 43,789 43,789 Property, plant and equipment 14 2,793 1,388 Right-of-use assets 3,772 4,390 Investment property 16 173,999 197,149 Investments in joint ventures and associates 17 156,532 106,195 Other non-current financial assets 18 1,015 175 Advances to joint ventures and associates 101,670 76,644 Deferred tax assets 19 21,292 16,369 Other non-current assets 20 1,151 1,689 CURRENT ASSETS 1,178,890 982,768 Inventories 21 698,623 683,121 Trade receivables 22 38,116 33,168 Contract assets 23 117,953 57,251 Tax receivables 1,369 3,450 Other current assets 24 36,240 37,269 Advances to joint ventures and associates 13,163 20,399 Other current financial assets 49 49 Cash and cash equivalents 25 273,377 148,059 TOTAL ASSETS 1,685,149 1,431,137 EQUITY AND LIABILITIES NOTES 12/31/2021 12/31/2020 TOTAL EQUITY 26 582,919 494,490 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 571,567 491,922 Share capital 97,257 97,256 Retained earnings 472,629 392,143 Reserves 1,681 2,524 NON-CONTROLLING INTERESTS 11,352 2,568 NON-CURRENT LIABILITIES 535,104 609,602 Employee benefit obligations 27 996 603 Deferred tax liabilities 19 26,352 37,301 Financial debts 25 507,596 571,139 Derivative financial instruments 25 160 560 CURRENT LIABILITIES 567,126 327,045 Provisions 28 2,328 2,114 Financial debts 25 359,094 180,810 Trade payables 29 83,546 60,927 Contract liabilities 30 21,969 3,896 Tax liabilities 13,770 7,110 Other current liabilities 31 86,419 72,188 TOTAL EQUITY AND LIABILITIES 1,685,149 1,431,137 MANAGEMENT REPORT ANNUAL REPORT 2021 108 C) Immobel SA company accounts Income Statement The operating profit amounts to EUR 6.1 million for the past financial year. The financial result amounts to EUR 20.1 million, being the net amount of interest charges on group financing (bonds and corporate lines) and interest income from loans to the various subsidiaries, mainly generated by dividends and disposal of treasury shares. Immobel’s financial year ended with a net profit of EUR 25.8 million. The Balance Sheet The total Balance Sheet amounts to EUR 1.045 million and is mainly composed of financial investments in subsidiaries and claims on these subsidiaries (EUR 829 million), the project stock directly held by Immobel SA (EUR 43.8 million), own shares (EUR 1.2 million) and cash equivalents (EUR 162.9 million). The equity amounts to EUR 317 million as of 31 December 2021. The liabilities are mainly composed of long-term debts (EUR 375 million) and short-term debts (EUR 349 million). Allocation of results The profit to be allocated, taking into account the amount carried forward from the previous year amounts to EUR 143.9 million. Given the dividend policy approved by the Board of Directors and the results as of 31 December 2021, the Board of Directors proposes to the General Meeting of Shareholders of 21 th April 2022 to distribute a gross dividend of EUR 3.05 per share in circulation for the year 2021, an amount that should increase every year, subject to the absence of any currently unforeseen exceptional events. Main risks and uncertainties The Immobel Group faces the risks and uncertainties inherent to the property development sector as well as those associated with the economic situation and the financial world. Without the list being exhaustive, we would like to mention the following in particular: Market risk Changes in general economic conditions in the markets in which Immobel’s properties are located can adversely affect the value of Immobel’s property development portfolio, as well as its development policy and, consequently, its growth prospects. Immobel is exposed to the national and international economic conditions and other events and occurrences that affect the markets in which Immobel’s property development portfolio is located: the office property market in Belgium (mainly in Brussels), Luxembourg, France, Germany, Spain, and Poland; and the residential (apartments and plots) property market in Belgium, Luxembourg, Poland and France. This diversification of both business and countries means it can target different clients, economic cycles and sales volumes. Changes in the principal macroeconomic indicators, a general economic slowdown in one or more of Immobel’s other markets, or on a global scale, could result in a fall in demand for office buildings or residential property or building plots, higher vacancy rates and higher risk of default of service providers, building contractors, tenants and other counterparties, any of which could materially adversely affect Immobel’s value of its property portfolio, and, consequently, its development prospects. Immobel has spread its portfolio of projects under development or earmarked for development to limit the impact of any deterioration in the real estate market by spreading the projects in terms of time and nature. Operational risk Immobel may not be able to dispose of some or all of its real estate projects. Immobel’s revenues are determined by disposals of real estate projects. Hence, the results of Immobel can fluctuate significantly from year to year depending on the number of projects that can be put up for sale and can be sold in a given year. MANAGEMENT REPORT ANNUAL REPORT 2021 109 Furthermore, it cannot be guaranteed that Immobel will find a buyer for the transfer of its assets or that the transfer price of the assets will reach a given level. Immobel’s inability to conclude sales can give rise to significant fluctuations of the results. The policy of diversification implemented by Immobel for the last years and the merger with ALLFIN has allowed it to reduce its concentration on and therefore its exposure to offices in Brussels with an increased portfolio of residential and landbanking projects, which should give it a revenue base and regular cash flows. The development strategy adopted by Immobel may prove to be inappropriate. When considering property development investments, Immobel makes certain estimates as to economic, market and other conditions, including estimates relating to the value or potential value of a property and the potential return on investment. These estimates may prove to differ from reality, rendering Immobel’s strategy inappropriate with consequent negative effects for Immobel’s business, results of operations, financial condition, and prospects. Immobel takes a prudent approach to the acquisition and development of new projects and applies precise selection criteria. Each investment follows a clear and strict approval process. Immobel’s development projects may experience delays and other difficulties. Before acquiring a new project, Immobel carries out feasibility studies with regards to urban planning, technology, the environment, and finance, usually with the help of specialised consultants. Nevertheless, these projects are always subject to a variety of risks, each of which could cause late delivery of a project and consequently increase the length of time before it can be sold, engender a budget overrun or cause the loss or decrease of expected income from a project or even, in some cases, its actual termination. Risks involved in these activities include but are not limited to: (i) delays resulting from amongst other things adverse weather conditions, work disputes, construction process, insolvency of construction contractors, shortages of equipment or construction materials, accidents or unforeseen technical difficulties; (ii) difficulty in acquiring occupancy permits or other approvals required to complete the project; (iii) a refusal by the planning authorities in the countries in which Immobel operates to approve development plans; (iv) demands of planning authorities to modify existing plans; (v) intervention by pressure groups during public consultation procedures or other circumstances; and (vi) upon completion of the development project, occupancy rates, actual income from sale of properties or fair value being lower than forecasted. Considering these risks, Immobel cannot be sure that all its development projects (i) can be completed in the expected timeframe, (ii) can be completed within the expected budgets or (iii) can even be completed at all. It is in the framework of controlling this risk and others that Immobel has increased the diversification of its business/countries/clients, which allows it to reduce its concentration on any particular project or another. Furthermore, Immobel has some projects where an asset under development is preleased or pre-sold to a third party and where Immobel could incur substantial liabilities if and when such projects are not completed within the pre-agreed timeline. Immobel may be liable for environmental issues regarding its property development portfolio. Immobel’s operations and property development portfolio are subject to various laws and regulations in the countries in which it operates concerning the protection of the environment, including but not limited to regulation of air, soil and water quality, controls of hazardous or toxic substances and guidelines regarding health and safety. Such laws and regulations may also require Immobel to obtain certain permits or licenses, which it may not be able to obtain in a timely manner or at all. Immobel may be required to pay for clean-up costs (and in specific circumstances, for aftercare costs) for any contaminated property it currently owns or may have owned in the past. As a property developer, Immobel may also incur fines or other penalties for any lack of environmental compliance and may be liable for remedial costs. In addition, contaminated properties may experience decreases in value. Immobel may lose key management and personnel or fail to attract and retain skilled personnel. Loss of its managerial staff and other key personnel or the failure to attract and retain skilled personnel could hamper Immobel’s ability to successfully execute its business strategies. Immobel believes that its performance, success, and ability to fulfil its strategic objectives depend on retaining its current executives and members of its managerial staff who are experienced in the markets and business in which Immobel operates. Immobel might find it difficult to recruit suitable employees, both for expanding its operations and for replacing employees who may resign or recruiting such suitable employees may entail substantial costs both in terms of salaries and other incentive schemes. MANAGEMENT REPORT ANNUAL REPORT 2021 110 The unexpected loss of the services of one or more of these key individuals and any negative market or industry perception arising from such loss could have a material adverse effect on Immobel’s business, results of operations, financial condition, and prospects. The conduct of its management teams, in Belgium, Luxembourg, France, Germany, Spain and Poland, is therefore monitored regularly by the CEO and the Nomination Committee, one of the organs of the Board of Directors. Immobel is subject to the risk of litigation, including potential warranty claims relating to the lease, development or sale of real estate. In the normal course of Immobel’s business, legal actions, claims against and by Immobel and its subsidiaries and arbitration proceedings involving Immobel and its subsidiaries may arise. Immobel may be subject to other litigation initiated by sellers or purchasers of properties, tenants, contractors, and subcontractors, current or former employees or other third parties. In particular, Immobel may be subject to warranty claims due to defects in quality or title relating to the leasing and sale of its properties. This liability may apply to defects in properties that were unknown to Immobel but could have, or should have, been revealed. Immobel may also be subject to claims by purchasers of its properties as a result of representations and warranties about those properties given by Immobel at the time of disposal. Immobel makes sure to control these risks with a systematic policy of taking out adequate insurance cover. Immobel is exposed to risk in terms of liquidity and financing. Immobel is exposed to risk in terms of liquidity and financing which might result from a lack of funds in the event of non- renewal or cancellation of its existing financing contracts or its inability to attract new financing. Immobel does not initiate the development of a project unless financing for it is assured by both internal and external sources for the estimated duration of its development. Immobel gets its financing from several first-rate Belgian banking partners with which it has maintained longstanding good relations and mutual trust. Immobel is exposed to risk linked to the interest rate which could materially impact its financial results. Given its current and future indebtedness, Immobel is affected by a short or long-term change in interest rates, by the credit margins taken by the banks and by the other financing conditions. Immobel's financing is mainly provided based on short-term interest rates (based on the Euribor rates for 1 to 12 months) except for the 2017, 2018, 2019 and 2021 bond issues, which are fixed rate. As part of a comprehensive risk management coverage programme, Immobel introduced a policy to implement, as appropriate, adequate coverage against the risks associated with the interest rates on its debt through financial instruments. Feasibility studies for each project are based on the predictions for long-term rates. Immobel is exposed to a currency exchange risk which could materially impact its results and financial position. Following its entering in the Polish market, Immobel is subject to currency exchange risks. There is the foreign currency transaction risk and the foreign currency translation risk. Immobel also makes sure whenever possible to carry out all of its operations outside the Eurozone in EUR, by having purchase, lease and sales contracts drawn up for the most part in EUR. Immobel is subject to regulatory risk. Any development project depends on obtaining urban planning, subdivision, urban development, building and environmental permits. A delay in granting them or failure to grant them could impact on Immobel’s activities. Furthermore, the granting of a subdivision permit does not mean that it is immediately enforceable. An appeal against it is still possible. Furthermore, Immobel must respect various urban planning regulations. Local authorities or public administrations might embark on a revision and/or modification of these regulations, which could have a material impact on Immobel’s activities. Immobel is exposed to counterparty risk. MANAGEMENT REPORT ANNUAL REPORT 2021 111 Immobel has contractual relations with multiple parties, such as partners, investors, tenants, contractors, financial institutions, architects. The inability of such counterparty to live up to their contractual obligations could have an impact on Immobel’s operational and financial position. Immobel pays great attention, through appropriate studies, to the choice of its counterparties. Changes in direct or indirect taxation rules could impact the financial position of Immobel. Immobel is active in Belgium, Luxemburg, France, Germany, Spain, and Poland. Changes in direct or indirect fiscal legislation in any of these could impact Immobel’s financial position. Immobel is exposed to the risk associated with the preparation of financial information. The preparation of financial information in terms of the adequacy of the systems, the reporting and compilation of financial information, considering changes in scope or changes in accounting standards is a major challenge for Immobel, the more so given the complexity of the Group and the number of its subsidiaries. Please also note in this risk the complexity of the Immobel Group is active in Belgium, Luxemburg, France, Germany, Spain and Poland. Competent teams in charge of producing it and suitable tools and systems must be able to prevent this financial information from not being produced on time or presenting deficiencies with regards to the required quality. II. Important events after the end of the financial year (art. 3:6 § 1, 2 and art. 3:32, 2 cca) III.There were no events after the balance sheet date that had a significant impact on the Company's accounts. Circumstances likely to have a significant influence on the development of the Company (art. 3:6 § 1, 3° and 3:32, 3° CCA) Major judgement & estimates To the Directors’ knowledge, there should not be any circumstances likely to have any significant influence on the development of the Company. With respect to COVID-19 on the economic circumstances and on the financial performance of the company, the Board of Directors assesses on a continuous basis the going concern assumption of the company based on a floored case which is updated on a regular basis. Going concern Covid-19 is currently still having an impact on the activity of the company and the sector as a whole as a buffer against this market conditions the company has a cash position of EUR 273 million at the end of December 2021, available corporate lines of EUR 15 million and substantial headroom on its main debt covenants. Based on available and committed credit lines and available cash and taking the floored case into consideration, the Board of Directors is of the opinion that the company can maintain the going concern assumption. MANAGEMENT REPORT ANNUAL REPORT 2021 112 IV. Activities in terms of research & development (art. 3:6 §1, 4° and art. 3:32, 4° cca) In 2021 Immobel defined its comprehensive sustainability strategy based on 13 themes linked to the United Nations Sustainable Development Goals. More information can be found in the ESG report included in this annual report. V. Use of financial instruments (art. 3:6 §1, 8° and art. 3:32, 5° cca) The Board of Directors confirms that Immobel used financial instruments intended to cover any rise in interest rates. VI. Justification of the independence and competence of at least one member of the Audit & Risk Committee (art. 3:6 §1, 9° and art. 3:32, 6° cca) Except Michèle SIOEN, all Members of the Audit & Risk Committee (currently composed of Pierre NOTHOMB 9 , Patrick ALBRAND 10 Wolfgang de LIMBURG STIRUM 11 and Michele SIOEN 12 ) meet the independence criteria stated in art. 7:87 CCA as well as in provision 3.5 of the Code 2020 and sit on the Board of Directors and the Audit & Risk Committee of Immobel as independent Directors. All of them hold university degrees, occupy positions as Directors in international groups and, as such, hold mandates in the Audit Committees of other companies and organisations. VII. Additional information In as far as it is necessary, the Board of Directors reiterates: • that Immobel has not set up any branches (art. 3:6 §1, 5° CCA) and • that, given the results of the Company, there has been no reason to justify the application of continuity accounting rules (art. 3:6 §1, 6° CCA). Furthermore, the Board confirms that during the past financial year: • it has not been decided to increase the capital of Immobel within the framework of the authorised capital (art. 7:203 CCA); and • the below mentioned sales of own shares (representing 2.6% of the share capital) occurred (art. 7:220 §2 CCA): As already published in last Annual Report, on 5 th January 2021 Immobel SA/NV sold 262,179 treasury shares, representing c. 2.6% of Immobel current outstanding share capital, through a private placement, to qualified international institutional investors. number of shares value/share gross proceeds identity purchaser 262,179 shares 66.00 EUR 17.3 M EUR Private placement 9 In his capacity of permanent representative of PIERRE NOTHOMB SRL. 10 In his capacity of permanent representative of Skoanez SAS. 11 In his capacity of permanent representative of LSIM SA. 12 In her capacity of permanent representative of M.J.S. Consulting BV. MANAGEMENT REPORT ANNUAL REPORT 2021 113 VIII. Application of the procedures regarding conflicts of interest / « corporate opportunities » The Board of Directors reports that, during the financial year under review, the conflict-of-interest procedure prescribed by articles 7:96 and 7:97 CCA has not been enforced., The procedure related to “Corporate Opportunities” has neither been enforced during the reviewed financial year. IX. Corporate governance statement (art. 3:6 §2 cca), including the remuneration report (art. 3:6 §3 cca) and the description of the internal control systems and the risk management (art. 3:32, 7° cca) The Corporate Governance Statement is part of this Management report. X. Take over bid Pursuant to article 34 of the Royal Decree of 14th November 2007 concerning the obligations of issuers of financial instruments admitted for trading on a regulated market, the Board of Directors of Immobel states that the following information could have an incidence in case of takeover bid (being understood that the other elements are currently not applicable for Immobel): 1° the capital amounts to EUR 97,356,533.86 represented by 9,997,356 shares, without par value, each representing an equal part of the capital (art. 4 of the Articles of Association). 2° the Board of Directors is authorised to increase the share capital to a maximum amount of EUR 97,000,000.00 (article 11 of the Articles of Association), in view of the fact that the exercise of this power is limited in the event of a public takeover bid by article 7:202 CCA; furthermore the Board is authorised, for a period of 3 years from the publication in the Belgian official journal thereof to acquire and dispose of shares of the company when this acquisition or disposal is necessary to avoid serious and imminent damage (art. 12 of the Articles of Association); 3° regarding the appointment and replacement of members of the Board of Directors, the Articles of Association specify that the Board of Directors consists of at least 4 members, appointed by the General Assembly, on the proposal of the Nomination Committee, and for a period of at most 4 years; 4° for amendments to the Articles of Association, there is no regulation other than that determined by the Code of Companies and Associations. MANAGEMENT REPORT ANNUAL REPORT 2021 114 XI. Management & audit of the Company – Executive Committee C. Board of Directors It will be proposed to you at the Ordinary General Meeting of next April 21 th , to decide on the renewal of the mandate of the company A³ MANAGEMENT BV and A.V.O. – MANAGEMENT BV for a period of 4 years expiring after the Ordinary General Meeting to be held in 2026. Karin KOKS – Van der SLUIJS has resigned as Member of the Board of Director and the Audit & Risk Committee of Immobel during the last quarter of 2021. As a replacement, Patrick ALBRAND was co-opted, as from November 30 th , 2021, by the Board of Directors dated December 9 th , 2021. It will be proposed to you at the Ordinary General Meeting of April 21 th , 2022 to confirm the mandate of Patrick ALBRAND, as independent Director within the meaning of the articles 7:97 § 3 and 7:87, § 1 of the Belgian Companies & Associations Code, who declared to meet the independence criteria. D. Statutory Auditor At the Ordinary General Meeting of April 15 th , 2021, KPMG Reviseurs d’Entreprises/ Bedrijfsrevisoren BV, represented by Filip DE BOCK, was appointed as Statutory Auditor, for a period of 3 years expiring at the Ordinary General Meeting to be held in 2024, for a fee of EUR 105.000 per year (excluding fees and disbursements, indexed annually). E. Executive Committee Filip Depaz, in his capacity of representative of the company Filip Depaz Consultancy BV (Chief Operating Officer – COO) has terminated his mission for the Company on April 30 th , 2021 and Alexis Prevot, in his capacity of representative of the company AP2L BV (Chief Investment Officer – CIO) has terminated his mission for the Company on September 30 th , 2021. At 31 st December 2021, the Executive Committee was composed as follows: • Marnix GALLE, Chair • Fabien ACERBIS, Managing Director Immobel France • Olivier BASTIN, Managing Director Immobel Luxembourg • Karel BREDA, Chief Financial Officer and • Adel YAHIA, Managing Director Immobel Belgium. * acting for a company. * * * We therefore ask you to approve the terms of this report and grant discharge to the Members of the Board and the Statutory Auditor. * * * Approved during the Meeting of the Board of Directors on March 10 th , 2022. PIERRE NOTHOMB BV represented by Pierre Nothomb Director A³ MANAGEMENT BV represented by Marnix Galle Executive Chair of the Board CORPORATE Governance satement Innity, Luxembourg CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 115 CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 116 CORPORATE GOVERNANCE STATEMENT In addition to complying with the applicable laws and regulations, Immobel sets itself high standards of corporate governance. In this framework, the Company has decided to adopt the Belgian Corporate Governance Code 1 published on May 17th, 2019 (the “Code 2020”) as its reference code in the meaning of article 3:6, §2, section 1 of the Belgian Companies and Associations Code (the “BCAC”) and to comply with it, except regarding the following and subject to changes: 1 the Chair (as defined in section 2.2.4 of the Corporate Governance Charter, the “CG Charter”), who is not only a member of the Board of Directors, but also of Executive Management (in this capacity, he is referred to as the Executive Chair, as defined in section 4.1 of the CG Charter) also performs the tasks of the CEO (as defined in section 4.2 of the CG Charter). By doing so, the Company deviates from Provision 3.12 of the Code. This deviation is explained by the fact that Marnix Galle is currently deemed to be the best placed to fulfil the functions of both the Executive Chair and the CEO considering Marnix Galle’s unique position within the Company (also as former CEO of ALLFIN prior to the merger of the Company and ALLFIN, including his knowledge, skills, experience and seniority level in the Company, and his long-term engagement and relationship vis-à-vis the Company as well as the Company’s shareholders/stakeholders. Hence, this is considered to be in line with the Company’s interests. Therefore, references below to “Chair” and “CEO” shall be interpreted and construed as referring to the same individual; 2 the Nomination Committee (as defined in section 3.5 of the CG Charter) shall be chaired by Marnix Galle who acts both as Executive Chair and CEO of the Company (see above). By doing so, the Company deviates from the recommendation in Provision 4.19 to the Code. Such deviation is explained by the fact that Marnix Galle has an extensive network and is considered as most fit to chair the Nomination Committee; 3 the non-executive members of the Board are not partly remunerated in the form of shares in the Company. As such, the Company deviates from Provision 7.6 of the Code. This deviation is explained by the fact that the interests of the non-executive directors are currently considered to be sufficiently oriented to the creation of long-term value for the Company and, hence, that the issue of shares to them is not deemed necessary. However, the Company intends to review this provision in the future in order to align its corporate governance with the provisions of the Code; 4 no minimum threshold of shares to be held by the executives has yet been set. Therefore, the Company deviates from Provision 7.9 of the Code. This deviation is explained by the fact that the interests of the executives are currently considered to be sufficiently oriented to the creation of long-term value for the Company. Hence, setting a minimum threshold of shares to be held by executives is not deemed necessary. However, the Board of Directors, on proposal of the Remuneration Committee, decided on December 10 th , 2020 that each Director is requested to buy Immobel shares before the AGM to be held in April 2022 for a minimum amount of 20,000 EUR, being the fix annual remuneration for each of them and to keep the shares at least 3 years after acquisition and until 1 year after the ending of the mandate. The Corporate Governance Charter describes in detail the structure of the Company’s governance and its policies and procedures in matters of governance. This Charter can be consulted on the Company’s website: www.immobelgroup.com. In terms of diversity policy, Immobel's Board of Directors wishes to point out that it meets the criteria that at least one-third of the Members are of different sexes. More information on diversity is included under: III. Regulations and Procedures (see below). This section of the Annual Financial Report contains information concerning the way Immobel put the principles of governance into practice during the past year. 1 Available on the GUBERNA website: www.guberna.be. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 117 I. Decision-making bodies (as per December 31 st , 2021) A. The Board of Directors A) Composition Name Function Date first appointment End of term Professional address Directorships in other listed companies Marnix GALLE 2 Executive Chair / CEO 25/09/2014 AGM 2022 Regentschapsstraat 58, 1000 Brussel None Astrid DE LATHAUWER 3 (Independent) Director 26/08/2015 AGM 2024 c/o the Company’s registered office Etablissements Fr. Colruyt – Etablissementen Fr. Colruyt NV, listed on Euronext Brussels Wolfgang de LIMBURG STIRUM 4 (Independent) Director 01/01/2019 AGM 2024 c/o Ergon Capital Advisors SA/NV, avenue Louise 326, 1050 Brussel None Pierre NOTHOMB 5 (Independent) Director 25/09/2015 AGM 2023 c/o Deminor SA/NV Joseph Stevensstraat 7, 1000 Brussel None Michèle SIOEN 6 Director 20/12/2018 AGM 2025 c/o Sioen Industries NV Fabriekstraat 23, 8850 Ardooie Sioen Industries NV, D’Ieteren SA/NV and Sofina SA, all listed on Euronext Brussels Annick VAN OVERSTRAETEN 7 (Independent) Director 28/09/2016 AGM 2022 c/o PQ Belgium SA/NV Havenlaan 6C, 1000 Brussel Financière de Tubize SA, listed on Euronext Brussels Patrick ALBRAND (Independent) Director 30/11/2021 8 AGM 2024 c/o the Company’s registered office None At its meeting of December 9 th , 2021, the Board of Directors noted the resignation of Karin KOKS - van der SLUIJS, due to a conflict of interest, as independent director of the Company with effect on November 30 th , 2021, and co-opted Patrick ALBRAND as independent director of the Company with effect on November 30 th , 2021. 2 In carrying out the functions concerned in the present report, Marnix GALLE acts as the permanent representative of the company A³ Management SRL. 3 In carrying out the functions concerned in the present report, Astrid DE LATHAUWER acts as the permanent representative of the company ADL CommV. 4 In carrying out the functions concerned in the present report, Wolfgang de LIMBURG STIRUM acts as the permanent representative of the company LSIM SA. 5 In carrying out the functions concerned in the present report, Pierre NOTHOMB acts as the permanent representative of the company Pierre Nothomb SRL. 6 In carrying out the functions concerned in the present report, Michèle SIOEN acts as the permanent representative of the company M.J.S. Consulting SRL. 7 In carrying out the functions concerned in the present report, Annick VAN OVERSTRAETEN acts as the permanent representative of the company A.V.O. - Management SRL. 8 subject to confirmation by the Annual General Shareholders’ Meeting of 21 April 2022 – in replacement of Karin KOKS – van der SLUIJS CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 118 The curriculum vitae can be summarized as follows: Marnix GALLE, 58, Marnix began his professional career in 1987 at Cegos Belgium as a consultant, after having studied economics at Tulane University in New Orleans, Louisiana, USA. He took in 1989 his first steps in the real estate sector (family portfolio). His own company Allfin (°2001) became one of the leading real estate developers in Belgium. In 2014, Allfin took a 29% stake in Immobel, listed on Euronext since 1863. Following the merger between Allfin Group and Immobel in 2016, he became its Executive Chair. Since July 1 st , 2020, he has been chairing Urban Land Institute (ULI) Europe. Patrick ALBRAND, 66, holder of a Master of Architecture degree from the Ecole des Beaux-Arts in 1980 and a Master’s degree in Real Estate Development from Columbia University in 1988. He joined Hines in 1995 and was instrumental in the creation and supervision of its French subsidiary. He has been active in the overall development of Hines France, both in the Development and the Investment Management activities. Prior to working at Hines, Mr. Albrand was the Director in charge of Development at Bouygues Real Estate in Paris (1989-1995), where he arranged joint ventures with outside developers and investors. He was a Senior Research Associate at Lawrence Berkeley Laboratory in Berkeley, California (1983-1987), and prior to that, he worked for the Ministry of Interior of Morocco (1980-1982). Astrid DE LATHAUWER, 58, holds degrees in International Politics and Diplomatic Sciences (KU Leuven), a Bachelor in History of Art (RU Ghent) and completed an Executive MBA at Stanford, California. She brings over 30 years of Human Resources experience in Belgium and abroad for companies such as Proximus, AT&T and Monsanto. Since 2014, she is the Executive Vice-President Human Resources, and member of the Management Committee, at Ontex. In addition to her mandate as Independent Director and Chair of the Remuneration Committee at Immobel, she also serves on the Board of Colruyt, a Retail company listed on the BEL20, as an Independent Director and Chair of the Remuneration Committee, since 2011. Wolfgang de LIMBURG STIRUM, 50, holds an MBA from the Booth School of Business at the University of Chicago (USA), a Bachelor's degree in Management Engineering and a Master's degree in Applied Economics and Management from the Louvain School of Management (Belgium). Over the past twenty years, he has built up a solid experience in finance and private equity in Europe and the United States, investing in a wide range of sectors, such as healthcare, specialty chemicals, industrial niche products, services, entertainment and media. He is a Managing Partner of Ergon Capital, a mid-market private equity fund with a portfolio of over EUR 2.0 billion, which he joined in 2005. Prior to that, he spent most of his career in investment banking (mergers and acquisitions) at Lehman Brothers in New York and London, where he became co-head of the European Healthcare M&A team. He is currently also a director of Haudecoeur, Telenco, Sausalitos, Opseo, SVT, Stationary Care Group, Dental Service Group and VPK Group. Pierre NOTHOMB, 59, holder of a degree in Applied Economic Sciences (UCL Louvain-la-Neuve), he joined Deminor more than 30 years ago when it was founded, and has several mandates as a Director of companies or associations including ForSettlement (Fortis), Kimbal, Imperbel, Epsylon and various companies in the Deminor group. He is a member of the audit committee of Imperbel and the network of psychiatric care of La Ramée - Fond’Roy. Before joining Deminor in 1991, he worked as a senior auditor at Coopers & Lybrand (now PricewaterhouseCoopers), and subsequently as a financial consultant at Petercam Securities. He is currently director of the ULB Foundation and SA BuildUp. In addition, he is a certified mediator in civil and commercial matters since 2022. Michèle SIOEN, 57, holder of a Master’s degree in Economics and completed management programmes at Vlerick Business School, among others. Mrs Sioen is the CEO of Sioen Industries, a Belgian group specialised in the production of technical textiles and professional protective clothing. She was Chair of the FEB between 2015 and 2017 and is now Honorary Chair. In addition to her daily involvement in Sioen Industries, she is also a director of various Belgian listed companies, including D’Ieteren and Sofina, as well as associations such as Fedustria and Vlerick Business School. Finally, she is closely involved in Art and Culture through her Chairship of KANAL and as a member of the Board of Directors of the Queen Elisabeth Music Chapel. Annick VAN OVERSTRAETEN, 56, holder of a degree in Economic Sciences (KUL - 1987) and a Master’s degree in Management (IAG-UCL - 1992). She began her career at Philips in 1987 as a project manager in the HR department. Between 1991 and 1999, she worked in the retail sector, in particular in the textile sector (New-D, Mayerline). She then worked as Commercial & Marketing Director at Confiserie Leonidas (1999-2004). From 2004 to 2009, she was the Operational Director of Quick Restaurants Belux NV. From 2010 until 2020, she occupied the position of CEO and Director of Lunch Garden Group. In 2020, she was appointed CEO at Le Pain Quotidien. She is an independent Director of Financière de Tubize SA/NV, as well as of Euro Shoe Group NV. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 119 B) Activity report Pursuant to article 16 of the Articles of Association, the Board is convened by the Chair of the Board of Directors, the Managing Director or by two Directors. The Board meets at least four times a year. This frequency enables, among other things, to review the half-yearly accounts in September, the annual accounts in March, as well as the budgets in December. Moreover, additional meetings may be organized at any time, with reasonable notice, whenever it is deemed necessary or advisable for its proper functioning. In 2021, the Board met on eight occasions. B. The Committees of the Board of Directors A) The Audit & Risk Committee The Audit & Risk Committee shall have at least the following roles: • monitoring the statutory audit of the annual and consolidated accounts, including following up on any questions and recommendations made by the External Auditor; • monitoring the financial reporting process, including making recommendations or suggestions to ensure the integrity of the process; • monitoring the effectiveness of the Company’s internal control and risk management systems; • if there is an internal audit, monitoring the internal audit and its effectiveness; and • reviewing and monitoring the independence of the External Auditor, particularly regarding the provision of additional services to the Company (Article 7:99 of the Belgian Companies & Associations Code). The Charter foresees that the Audit & Risk Committee is made up of at least three members, which are all non-executive Directors and of which a majority are independent Directors. At least one member is competent in accounting and auditing matters. Since the entry into force of the Law of December 7 th , 2016, the Chair of the Audit & Risk Committee is appointed by the Board of Directors himself and may not be the Chair of the Board of Directors. The Board of Directors ensures that the Audit & Risk Committee has enough relevant expertise to fulfil its role effectively, notably in accounting and audit matters. Composition (as per December 31 st , 2021): Pierre NOTHOMB, Chair, Patrick ALBRAND 9 , Wolfgang de LIMBURG STIRUM, and Michèle SIOEN, Members. In 2021, the Audit & Risk Committee met four times, at the request of its Chair. 9 Since November 30 th , 2021 in replacement of Karin KOKS – van der SLUIJS. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 120 B) The Remuneration Committee The task of the Remuneration Committee consists of: • making proposals to the Board of Directors on: - the remuneration policy for non-executive Directors and members of the Executive Management, as well as, where appropriate, on the resulting proposals to be submitted by the Board of Directors to the shareholders; - the remuneration of Directors and members of the Executive Management, including variable remuneration and long-term incentives, stock-related or not, in the form of stock options or other financial instruments, and regarding the arrangements on early termination, and where applicable, on the resulting proposals to be submitted by the Board of Directors to the shareholders; - the annual review of the Executive Management’s performance; - the realization of the Company’s strategy against performance measures and targets; and • submitting a remuneration report to the Board of Directors (see attachment) and explaining this report during the Annual General Shareholders’ Meeting. The Remuneration Committee consists exclusively of independent Directors with an expertise in remuneration matters. A non-executive Director chairs the Remuneration Committee. Composition (as per December 31 st , 2021): Astrid DE LATHAUWER, Chair, Pierre NOTHOMB and Annick VAN OVERSTRAETEN, Members. In 2021 the Remuneration Committee met three times, at the request of its Chair. C) The Nomination Committee The task of the Nomination Committee consists of: • drafting (re)appointment procedures for members of the Board of Directors and the Executive Management; • periodically assessing the size and composition of the Board of Directors and making recommendations to the Board of Directors regarding any changes; • identifying and nominating, for the approval of the Board of Directors, candidates to fill vacancies as they arise; • ensuring that the appointment and re-election process is organised objectively and professionally. • advising on proposals (including, of the management or of the shareholders) for the (re)appointment and removal of Directors and members of the Executive Management; • properly considering issues related to succession planning; and • ensuring that sufficient and regular attention is paid to the succession of executives and that the appropriate talent development programs and programs to promote diversity in leadership are in place. The Nomination Committee consists of a majority of independent non-executive Directors. The Chair of the Board chairs the Committee. The Chair can be involved but cannot chair the Nomination Committee when dealing with the appointment of his successor. Composition (as per December 31 st , 2021): Marnix GALLE, Chair, Astrid DE LATHAUWER, and Annick VAN OVERSTRAETEN, Members. In 2021, the Nomination Committee met three times, at the request of its Chair. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 121 D) The Investment Committee The Investment Committee is in charge of: • formulating the objectives, policies and strategies of the Company’s real estate investments; and • monitoring ongoing projects when these projects entail a substantial part of the Company’s portfolio and when Executive Management has flagged a project as considerably deviating from its original business plan. The Board of Directors has delegated to the Executive Committee the power to approve all decisions relating to the acquisition, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of 70 MEUR per asset (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties). The Board of Directors further has delegated to the Investment Committee the power to decide on and approve all acquisitions, development, syndication and divestments of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of MEUR 200 per asset (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties). The Chair of the respective Committees will inform the Board of Directors on the investment decisions so taken at the next Board of Directors’ meeting. The Investment Committee consists of at least four members, including especially the Executive Chair, who is also its Chair. Composition (as per December 31 st , 2021): Marnix GALLE, Chair, Patrick ALBRAND 10 , Olivier BASTIN 11 , Thierry VANDEN HENDE, and Piet VERCRUYSSE, Members. In 2021 the Investment Committee met eleven times, at the request of its Chair. 10 Since November 30 th , 2021 - in replacement of Karin KOKS – van der SLUIJS. 11 Since September 30 th , 2021 - in replacement of Alexis PREVOT acting as the permanent representative of the company AP2L SRL. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 122 C. The Executive Committee The Executive Committee of the Company is composed of the Executive Chair and of the Members of the Executive Committee (as mentioned on the website of the Company). The Committee is primarily in charge of following tasks: • consider, define and prepare, under the leadership of the Executive Chair, proposals and strategic options that could contribute to the Company’s development. This responsibility covers (i) strategic planning, including the analysis of strategies, activity plans and budgets submitted by the Company’s departments; and (ii) drawing up the business plan and budgets of the Company for proposal, discussion and approval by the Board of Directors; • monitor the developments of the Company by analysing the compliance of the feasibility, the deadlines and the quality of the projects while making sure to maintain or improve quality standards of the Group; • present to the Board of Directors a complete, timely, reliable and accurate preparation of the Company’s financial statements, in accordance with the applicable accounting standards and policies of the Company; • prepare the Company’s required disclosure of the annual accounts and other material, financial and non-financial, information; • propose the financial strategy to the Board of Directors; • monitor the performance of the Company’s departments in line with their strategic objectives, business plans and budgets; and • draw up and implement the Company’s policies which the Executive Chair considers falling within the competence of the Executive Committee; • within the limits of the mandate given by the Board of Directors, approve all acquisitions, development, syndication and divestments of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein (cfr. above mentioned). Composition (as per December 31 st , 2021) Marnix GALLE, Chair, Fabien ACERBIS, Managing Director Immobel France, Olivier BASTIN, Managing Director Immobel Luxembourg, Karel BREDA 12 , Chief Financial Officer, and Adel YAHIA 13 , Managing Director Immobel Belgium, Members. The Members of the Executive Committee are not related to each other. Filip Depaz, in his capacity of representative of the company Filip Depaz Consultancy BV (Chief Operating Officer – COO) has terminated his mission for the Company on April 30 th , 2021 and Alexis Prevot, in his capacity of representative of the company AP2L BV (Chief Investment Officer – CIO) has terminated his mission for the Company on September 30 th , 2021. In 2021 the Executive Committee met thirty-three times, at the request of its Chair. 12 In carrying out the functions concerned in the present report, Karel BREDA acts as the permanent representative of the company KB Financial Services SRL. 13 In carrying out the functions concerned in the present report, Adel YAHIA acts as the permanent representative of the company Adel Yahia Consult SRL. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 123 The “curriculum vitae” of the Members of the Executive Committee in function (except for Marnix GALLE already listed above) can be summarized as follows: Karel BREDA, 46, after studying Applied Economics at the KU Leuven and obtaining an MBA from the University of Chicago, Booth School of Business, Karel began his professional career in 1999 by developing a number of internet start- ups in Europe. In 2002, he joined GDF Suez (now Engie), where he held various managerial positions in M&A and Project Finance in Europe, South Asia, the Middle East and Africa. In 2011, he was promoted to Chief Financial Officer for the South Asia, Middle East and Africa region based in Dubai and in 2014 for Engie E&P in the Netherlands. Prior to joining Immobel on 1 August 2018, Karel was Managing Director Middle East, South and Central Asia and Turkey for Engie Solar based in Dubai and India. Adel YAHIA , 43, joined Immobel in December 2017 as Chief Operating Officer responsible for the Development, Technical, Sales and Landbanking departments. Prior to that, he worked at AG Real Estate as head of the Residential department and co-Head of Development. Between 2010 and 2015, he was responsible for various business units at Matexi. He started his career in 2004 as a real estate developer and also worked in real estate investment banking. After studying law at the KU Leuven and holding a Master’s degree in General Management (PUB) from Vlerick Business School, he graduated in 2006 with a Master’s degree in Real Estate (postgraduate programme in Property Studies) at the KU Leuven. In 2014, he completed the “Executive Program in Real Estate” training at Solvay Business School (ULB). He has been a lecturer at KU Leuven since 2010 and at Solvay Business School since 2015. Fabien ACERBIS , 49, as graduate of the ESTP, a French engineering school, Fabien began his career in 1997 at Bouygues Construction before joining SCIC, a subsidiary of Caisse des Dépôts, specialising in Associate Project Management, in 1999. In 2004, he joined Bouygues Immobilier as a service centre manager in Île-de-France, where he then became regional director for Île-de-France Nord and then regional director for Île-de-France Est in 2012. Managing Director of Bouygues Immobilier’s Subsidiaries and Investments in France since 2014, he became General Manager of Housing in the Ile-de-France Region in 2017. In the autumn of 2019, he joined Immobel as Director-General France. Olivier BASTIN , 51, began his career in the banking sector (BACOB, 1994-1995) before joining the real estate department at Intermarché, where he contributed to the expansion of the brand in Wallonia (1995-1996). In 1997, he joined Jones Lang LaSalle, where he became the department head of the Office Department for Belgium (1997-2005) before becoming Managing Director of the group’s Luxembourg branch (2005-2011). In 2010, he combined this position with that of Head of Capital Markets for the Belux. He left JLL at the end of 2011 to join Allfin Group as CEO of the Luxembourg entity. Since 2018, he is also in charge of the introduction and expansion of Immobel on the German market. Olivier has a degree in Applied Economics (ULG, 1988-1992) and an MBA (ULG & Maastricht University, 1993-1994). CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 124 D. The Management Teams The Executive Committee has established Teams in each country that assist it in the practical implementation of the executive powers (the "Management Teams"). Their creation has been approved by the Board of Directors. The Executive Committee determines the assignment of the Management Teams, their composition, and their responsibilities. These Management Teams are accountable for the exercise of their powers vis-à-vis the Executive Committee. Composition of the Management Team Belgium (as per December 31 st , 2021): Adel YAHIA 14 , Managing Director, Chair, Hans DE BROUWER 15 , Head of IT, Alain DELVAULX, Head of Financial Planning & Analysis, Stephanie DE WILDE 16 , Head of Legal Services, Katrien HUYGENS 17 , Head of Marketing, Marnix MELLAERTS 18 , Head of Sales, Joëlle MICHA 19 , Head of Corporate Affairs, Eric SCHARTZ 20 , Head of Immobel Home, Wim SMEKENS 21 , Head of Technical Department, Olivier THIEL 22 , Head of Development, and Valentine VAN MALLEGHEM, Head of Residential Projects Advisory. Composition of the Management Team Luxembourg (as per December 31 st , 2021): Olivier BASTIN, Managing Director, Chair, Maxime DIERICKX, Head of Finance, Matthieu GODSCHAUX, Head of Residential Project Advisory, Raffaele LACHETTA, Head of Technical, Valérie FLAUS, Head of Legal Services, and Muriel SAM, Head of Development. Composition of the Management Team France (as per December 31 st , 2021): Fabien ACERBIS, Managing Director, Chair, Mathieu CHAMARD-SABLIER, Operational Director, Yves EVEILLARD, Head of Technical, Carole FELICI, Head of HR, Gérald FRUCHTENREICH, Head of Finance. Tarek TASSALI, Head of Sales and Marketing, Marie SUDRE, Head of Legal, and Sandrine THIEBAUT, Head of Client Relations. 14 Permanent representative of the company Adel Yahia Consult BV. 15 Permanent representative of the company HBr Consult BV. 16 Permanent representative of the company Lady at Work BV. 17 Permanent representative of the company Amcam BV. 18 Permanent representative of the company H&J Trust BV. 19 Permanent representative of the company Jomi BV. 20 Permanent representative of the company Dreams BV. 21 Permanent representative of the company Zafferana BV. 22 Permanent representative of the company Queen-K BV. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 125 Composition of the Management Team Poland (as per December 31 st , 2021): Olivier THIEL 23 , Managing Director, Marcin CHARCHUT, Head of Legal, and Andrzej PLATEK, Chief Financial Officer. Composition of the Management Team Germany (as per December 31 st , 2021): Marnix GALLE, Executive Chair of the Board – Immobel Group, Olivier BASTIN, Managing Director Immobel Luxembourg – in charge of Immobel Group expansion in Germany, and Michael HENN, Managing Director of Immobel Germany. II. Internal control and risk management The Belgian legislative framework for internal controls and risk management consists in the Law of 17 December 2008 (in application of the European Directive 2006/43 concerning corporate financial control), the Belgian Code 2020 and Law of 6 April 2010 (CG Law). The IFRS 7 likewise defines additional requirements with regards to management of risks related to financial instruments. Nevertheless, the current Belgian legislative and normative framework specify neither the model of internal control to which the companies for which it is intended should conform, nor the modalities for implementing it (level of detail required). Immobel uses a system of risk management and internal control that was drawn up internally based on the “COSO 24 ” model of internal control. The COSO methodology is organized around five elements: • the internal control environment • risk analysis • control activities • information and communication, as well as • supervision and monitoring. A. The internal control environment The element “internal control environment” focuses on the following components: A) Precise definition of the Company’s objectives Immobel is the largest listed real estate developer in Belgium. The Group, which dates back to 1863, creates high-quality, future-proof urban environments with a positive impact on the way people live, work and play, and specializes in mixed real estate. With a stock market value of over EUR 650 million and a portfolio of more than 1,600,000 m² of project development in 6 countries (Belgium, Grand Duchy of Luxembourg, Poland, France, Spain, Germany), Immobel occupies a leading position in the European real estate landscape. The group strives for sustainability in urban development. Furthermore, it uses part of its profits to support good causes in the areas of health, culture and social inclusion. Approximately 200 people work at Immobel. For more information, please visit www.immobelgroup.com B) A definition of the roles of the decision-making bodies Immobel has a Board of Directors, an Investment Committee, an Audit & Risk Committee, a Remuneration Committee, a Nomination Committee and an Executive Committee. Responsibility for Immobel’s strategy and for the oversight of its activities belongs primarily to the Board of Directors. The main responsibilities of the different Committees have been mentioned above (cfr. Decision-making bodies). 23 Permanent representative of the company Queen-K BV. 24 Abbreviation of “Committee of Sponsoring Organizations of the Treadway Commission”. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 126 C) Attitude versus risk Immobel takes a prudent attitude in managing its portfolio of diversified projects that create long-term value through its lines of activity. D) Application of ethical standards and integrity Immobel has a Good Behaviour Code that describes the principles of ethics and integrity that apply to each of the Directors and the Members of the Executive Committee as well as all the employees and external collaborators. This Code deals with aspects of conflict of interest, professional secrecy, corruption, and misuse of corporate funds and even business gifts. Immobel has also a Dealing and Disclosure Code the main purpose of which is, among others, to ensure that Persons Discharging Managerial Responsibilities do not misuse, or place themselves under suspicion of misusing certain price sensitive information, (“Inside Information” as defined in the Dealing and Disclosure Code). Certain obligations are also imposed on persons closely associated with them (such as certain of their relatives or entities controlled by them). Compliance with these Codes is monitored by the Compliance Officer. See also point C. “Control Activities”, below. E) Measures geared to ensuring the level of competence • Competence of the Directors: given their experience, the Directors possess the competencies and qualifications necessary to assume their responsibilities, particularly in matters of finance, accounting, investment and remuneration policy. • Competence of the Members of the Executive Committee and other staff: a recruitment process geared to the profiles required, adequate training and a policy of remuneration and evaluation based on the achievement of realistic and measurable goals make it possible to ensure the competence of Immobel staff. • Immobel has introduced a remuneration procedure dealing with remuneration policy for the Directors and the Members of the Executive Committees, that complies with the requirements of the Law of 6 April 2010 on Corporate Governance and of the Code 2020. Any deviations to the Code 2020 are duly explained where required. • Further to a benchmark, the Extraordinary General Meeting of May 28 th , 2020 has, on proposal of the Remuneration Committee decided to revise and increase the remuneration of the non-executive Directors, effective as from financial year 2021. • Currently two Performance Share Plans exist for some Members of the Executive Committee: - a first Performance Share Plan has been accepted on May 24 th , 2017 by the Shareholders for the benefit of some Members of the Executive Committee (for the years 2017 up to 2019); and - a new Performance Share Plan was approved on May 28 th , 2020 for the benefit of some Members of the Executive Committee for the years 2020 up to 2022. • The Members of the Executive Committee, exercising a role of Country Managing Director, can benefit from a Long- Term Incentive Plan, incentivizing outperformance of the activity of the concerned country. B. Risk analysis Immobel regularly carries out risk identification and evaluation exercises. They are mapped out and formal action plans are drawn up to deal with those risks for which the level of control is deemed to be inadequate. The Audit & Risk Committee monitors the implementation of these action plans. The principal risks to which Immobel is exposed are set out in detail in section I.B of the Directors’ Report. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 127 C. Control activities The control activities correspond to the regulations and procedures used to deal with the principal risks identified. Here are the main regulations and procedures established within Immobel, we would like to mention: • Feasibility studies are carried out systematically, allowing project margins to be monitored. The feasibility studies are then analysed by a financial controller, a developer, a technical director, the Head of Technical of the group and the CFO, together with the Executive Chair. • The Executive Committee can, at its discretion, approve all decisions relating to the acquisition, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of 70 MEUR per asset (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties) without prior consent of the Investment Committee or the Board of Directors. Furthermore, the Investment Committee can, at its discretion, mandate the Executive Committee to approve all decisions relating to the acquisition, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of MEUR 200 per asset (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties), without prior consent of the Board of Directors. • A review of the discrepancies between the budget and the actual financial situation of the projects is carried out on a quarterly basis by the finance department. Any significant differences observed are submitted to the Management bodies. • The accounts department and future financial requirements are monitored, and regular reports submitted to the management bodies. • The principle of multiple approvals exists at every phase of the engagement process. So, the double signature procedure applies to approval of all transactions and the signatories are specified in function of the sums involved in the transaction. D. Information and communication Immobel uses an appropriate software program as its financial management information system. The maintenance and development of this system is subcontracted to a partner. Data continuity is also subcontracted to a partner who is contractually bound to follow a strict procedure to establish a reliable and secure information storage system. The finance department of IMMOBEL is in charge of the closure process and drafting the Annual Report, the Consolidated Financial Statements drawn up according to IFRS standards and the Annual Accounts. Communication with the personnel and the various employees of IMMOBEL is appropriate to the size of the business. It is based mainly on work sessions, verbal communications from the management to the personnel as a whole, or internal e-mail notes signed mostly by the Chief Executive Officer. E. Supervision and monitoring The Audit & Risk Committee is responsible for supervising internal control. Given the increased size and the activities of the Company and the Group, the Audit & Risk Committee will further assess in 2022 the necessity to create a position of internal auditor to assist it in this mission. In order to evaluate the control environment regularly, the Audit & Risk Committee entrusts the auditor with certain specific missions involving more thorough examination of internal control, consisting of testing the existing controls and identifying possible weaknesses. The Audit & Risk Committee ensures that the recommendations are implemented if the need arises. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 128 III. Rules and procedures A. Transactions and other contractual relationships between the Company, including associated companies, with the Directors, the Members of the Executive Committee, and the other staff During the financial year 2021, there were no transaction between Immobel (associated companies included) and a Member of its Management Team and no transaction between Immobel and its Directors, its Members of the Executive Committee, or its other Staff Members. B. Law of September 3 rd , 2017 on the publication of non-financial information and information relating to diversity Under the new provisions of the said Act, Immobel specifies that the diversity policy applied in all company bodies goes beyond gender. Age and skills are also considered. Diversity policy applied on the Members of the Board of Directors Immobel's Corporate Governance Charter states that the composition of its Board of Directors guarantees decision-making in the interest of the company. To this end, the Board of Directors is attentive to gender diversity and diversity in general, as well as complementarity of skills, experiences, and knowledge. The provisions of article 7:86 of the Belgian Companies & Associations Code relating to gender diversity are respected in this regard. Currently the Board of Directors is composed of seven Members. Following its adherence to the Corporate Governance principles contained in the Belgian Corporate Governance Code 2020, and more particularly provisions 3.1 and 3.3 of the said Code, the Board of Directors believes that this number is sufficiently small to allow for effective decision-making and sufficiently broad to ensure that its Members bring experience and knowledge in different areas and that changes in its composition are managed without disruption. Indeed, the Board of Directors shares the European Commission's view that diversity feeds debate, promotes vigilance, and raises the stakes within the Board. The quality of decisions is improved. Following the diversity policy in force at Immobel during the year under review, the breakdown of the composition of the Board of Directors is as follows (per 31 st December 2021): • Experience & (Educational) Background mix, mainly in: − Real Estate & Finance: 5 − Other (HR, Legal): 2 • Gender mix: − 4 M / 3 F • Generation mix: − < 50: 0 − > 50: 7 • Executive v. Non-Executive: − Executive: 1 − Non-Executive: 6 • National v. Non-National: − National: 6 − Non-national: 1 • Linguistic mix: − NL: 4 − FR: 3. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 129 Diversity policy applied to all staff, Members of the Executive Committee and of the Management Teams included Immobel recognises its talented and diverse workforce as a key competitive advantage in the Real Estate business. Being successful as a company requires the quality and skills of all the employees and collaborators. Immobel recognises that everyone brings its own experience and capabilities in their field of expertise. This diversity is a key element in being successful at all levels of the company. Diversity is recognised within Immobel as a business interest, leading to better overall performance and to high quality products, services, and business decisions. Immobel strives to create a supportive environment where everyone can realise its full potential within Immobel, regardless of their differences. Immobel strives to employ the best employees and collaborators in their field of expertise to do the best job possible. Immobel values the importance of reflecting the diversity of our customers and markets in its workforce. This diversity encompasses differences in gender, language, ethnicity, age, sexual orientation, religion, socio-economic status, experience, and education. Immobel gives equal opportunities to individuals, regardless of their background, in its recruitment, retention and talent management in general. The diversity of the teams in all its aspects is a source of innovation, growth, and prosperity. Immobel commits to: • Encourage equality, diversity, and inclusion in the workplace as they are good practice and make business sense. • Create a working environment free of bullying, harassment, victimisation, and unlawful discrimination, promoting dignity and respect for all, and where individual differences and the contributions of all staff are recognised and valued. This commitment includes training managers and all other employees and collaborators about their rights and responsibilities under the equality, diversity and inclusion policy. Immobel considers the development of its staff as a priority. It ensures the motivation and involvement of its staff and ensures that they always have the skills required for the success of their assignments. In other words, Immobel's HR ambition reflects its promises: improving and developing the Group's human capital, rich in diversity, through an open and innovative human resources policy and thus creating opportunities for everyone and building the future for its staff and customers. Following this diversity policy that Immobel implemented in the year under review, the breakdown of the Immobel operational teams, in the six countries, is as follows (per 31 st December 2021): • Gender mix Board of Directors and its Committees: − Female: 3 − Male: 6 • Gender mix Executive Committee: − Female: 0 − Male: 5 • Gender mix Management: − Female: 8 − Male: 23 • Gender mix Employees/ collaborators: − Female: 92 − Male: 135 • Age mix: − < 50: 198 − > 50: 29. As part of its diversity policy, Immobel promotes diversity at all levels (operational teams, members of the Management Teams, Members of the Executive Committee & Directors). CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 130 C. Comments on the measures taken by the Company in the context of the Directive on Insider Trading and Manipulation of the Market The Dealing and Disclosure Code intends to ensure that Directors, senior executives and other staff of Immobel and affiliated entities do not misuse information which they may have about Immobel and which is not available to other investors. These rules have been supplemented by an internal note summarizing the main legal obligations in this matter, particularly considering the new Regulation on Market Abuse as entered into force on July 3 rd , 2016, with a view to increasing an awareness of their obligations in those concerned. The Compliance Officer is entrusted with ensuring compliance with said rules to reduce the risk of abuse of the market by insider trading. The Compliance Officer keeps lists of people who have or are liable to have privileged information and who have access to, may have access to or cannot reasonably be unaware of the privileged nature of this information. These rules provide, among others, in: • A prohibition against Persons exercising managerial responsibilities to carry out transactions on their own behalf or on behalf of a third party, whether directly or indirectly, relating to the shares or debt instruments of Immobel or to derivatives or other Financial Instruments linked thereto during the Closed Periods and the Prohibited Periods; • The possibility given to the Compliance Officer, without being obliged, to authorize a Person exercising managerial responsibilities to negotiate during a Closed Period or a Prohibited Period (in specific cases); • The obligation of Persons exercising managerial responsibilities to inform the Compliance Officer prior to the transaction, for their own account, on their own responsibility, relating to the shares or debt instruments of Immobel or to derivatives or other related Financial Instruments, outside the Closed Periods and the Prohibited Periods; • The obligation of Persons exercising managerial responsibilities and persons closely associated with them to notify the Compliance Officer and the FSMA of any transactions they have made for their own account in shares or debt instruments of such Issuers or on derivative instruments or other related financial instruments. Such notification shall be made within three working days from the date of the transaction. This notification obligation does not apply as long as the total amount of transactions carried out during the same calendar year does not exceed the threshold of EUR 5,000. These persons obliged to notify may, but must not, authorize Immobel to make such notifications to FMSA on their behalf. In such cases, they must always notify Immobel of such relevant transactions promptly and no later than two working days from the date of the transaction; • The obligation for Persons exercising managerial responsibilities to ensure that their investment managers, persons who organize or carry out business transactions on their behalf or any other person who organizes or carries out transactions on their behalf do not trade during the Closed Periods or the Prohibited Periods, including when the investment managers are authorized financial intermediaries acting under a fully discretionary investment management mandate. During the past financial year, the job of Compliance Officer at Immobel was carried out by Joëlle MICHA. Application of the rules cited above has not given rise to any difficulty. D. Legal and arbitration procedures The Board of Directors of Immobel assesses that, except those disclosed in the Note 32 to the Consolidated Financial Statements “Main contingent assets and liabilities”, no governmental, legal or arbitration proceeding exists that reasonably may have, or have had in the recent past, significant effects on the financial position or profitability of the Company. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 131 IV. Information about the issued capital A. Shareholding structure Based on the transparency declarations received by Immobel, following shareholders are the most important (since July 26 th , 2021): Shareholder Voting rights % of the gross number of shares 25 A³ Capital NV (and a related company) 26 having its registered seat at 1020 Brussel, Abelenlaan 2 5,898,261 58.99% Immobel SA/NV (own shares / Treasury shares) having its registered seat at 1000 Brussel, Regentschapsstraat 58 26,965 0.26 % There are no special voting rights and, to the extent known by the Company, no shareholder agreements. Further to a decision of the Board of Directors, the dividend rights of the treasury shares kept by Immobel are suspended. In application of the Belgian Companies and Associations Code, these shares have no voting rights. B. Elements that could have an influence in case of a takeover bid on securities issued by the company During the General Meeting of May 28 th , 2020, the Shareholders have authorized the Board of Directors: • to increase the Company’s capital by a maximum amount of 97,000,000 EUR, in one or more occasions, dates and manner to be determined by the Board of Directors, and for a term of five years from the publication of this authorization in the Belgian Official Gazette. The Company may acquire or take as security its own shares under the conditions determined by the law. The Board of Directors is authorized to sell, on the stock exchange or outside, at the conditions it determines, without prior authorization of the General Meeting, in accordance with the law. • for a term of 3 years dating from said Extraordinary General Meeting, to purchase or dispose of shares in the Company when this purchase or disposal is necessary to prevent any serious imminent harm. This authorization was granted for a period of three (3) years dating from publication of this authorization in the Annexes to the Belgian Official Gazette. • to acquire or alienate shares of the Company to a maximum of twenty percent (20 %) of the issued shares at a price which will not be less than ten (10) EUR nor more than twenty percent (20 %) during the highest closing of the last five trading days of the Company shares on Euronext Brussels before the acquisition or alienation. This authorization is granted for a period of five (5) years from the date of the Extraordinary General Meeting of May 28 th , 2020. This authorization also applies to the acquisition of shares of the Company by a direct subsidiary according to article 7:221 of the Belgian Companies and Associations Code. The Board of Directors has full powers to cancel the shares acquired by the company in this way, to have the cancelation certified by notarial act and to amend and coordinate the Articles of Association to bring them into line with the decisions taken. The rules governing the appointment and replacement of Directors and the amendment of the Articles of Association shall be those provided by the Belgian Companies and Associations Code, as well as by the Corporate Governance Charter of Immobel. The terms of change of control contained in credit agreements with financial institutions were approved by the General Meeting of 28 th May 2020, pursuant to article 7:151 of the Belgian Companies & Associations Code. 25 A gross number of 9,997,356 shares were issued. 26 Companies controlled by Marnix GALLE. CORPORATE GOVERNANCE STATEMENT ANNUAL REPORT 2021 132 V. Other contributors A. Statutory Auditor In application of article 41 of the Regulation (EU) N° 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, Deloitte Réviseurs d’Entreprises SRL, represented by Kurt DEHOORNE, has resigned as Statutory Auditor of the Company with effect on April 15 th , 2021. As a replacement, KPMG Réviseurs d'Entreprises SRL, represented by Filip DE BOCK, has been appointed as Statutory Auditor for a period of 3 years. The mandate will expire after the Annual General Shareholders’ Meeting of 2024. Audit fees of KPMG Réviseurs d'Entreprises SRL charged to Immobel SA for the audit of the statutory and consolidated accounts amounted to 105 KEUR (excluding VAT). The fee for the audit of the statutory accounts of subsidiaries amounted to 160 KEUR (excluding VAT). Total fees charged by the Statutory Auditor and his network in 2021 in the exercise of the mandate on Group level amounted to 451 KEUR (excluding VAT). In addition, the Statutory Auditor charged 82 KEUR for audit related services. B. Central Paying Agent BNP Paribas Fortis Bank is the Central Paying Agent of Immobel for an indefinite period. The remuneration of the commission amounts up to 0.20 % of the net amount (VAT excluded) of the coupon and of the income securities presented in a securities account. Agreed during the Board of Directors of March 10 th , 2022. PIERRE NOTHOMB SRL represented by Pierre Nothomb) Director A³ MANAGEMENT BV represented by Marnix Galle Executive Chair of the Board REMUNERATION poicy Héros, Brussels REMUNERATION POLICY ANNUAL REPORT 2021 133 REMUNERATION POLICY ANNUAL REPORT 2021 134 MG/JMI 1 / 7 Remuneraton policy – 2022.01.01 Public limited liability company Regentschapsstraat 58 - 1000 Brussels TVA BE 0405.966.675 RPM Brussels REMUNERATION POLICY It is important that Immobel is able to attract Directors and Members of the Executive Committee with the ability, experience, skills, values and behaviours to deliver on the Company’s strategy and goals and support Immobel’s purpose. Immobel strives to have a diverse composition of both bodies with regards to gender, ethnicity, and generation. Immobel works in a global international environment. The Board of Directors determines the remuneration of the Directors and the Executive Committee in accordance with the provisions of the Belgian Companies and Associations Code and the Corporate Governance Code, while respecting the prerogatives of the general shareholders' meeting. Levels of remuneration should be sufficient to attract, retain and motivate Directors and Members of the Executive Committee who have the profile determined by the Board, to promote the achievements of strategic objectives in accordance with the Company’s risk appetite and behavioural norms and to promote sustainable value creation. The non-executive Directors do not receive any performance related remuneration that is directly related to the results of the Company. With regard to the remuneration of the non-executive Directors and the Members of the Executive Committee, the Remuneration Committee makes detailed proposals to the Board of Directors. When making proposals on the remuneration of Members of the Executive Committee, the Remuneration Committee observes the following principles: • The Remuneration Policy for Members of the Executive Committee describes the different components of, and determines an appropriate balance between, fixed and variable remuneration, and cash and deferred remuneration; • The variable part of the executive remuneration package is structured to link reward to overall corporate and individual performance, and to align the interests of the Members of the Executive Committee with the sustainable value-creation objectives of the Company; • Without prejudice to any statutory provisions to the contrary or express approval by the general shareholders’ meeting, stock options can not vest and be exercisable within less than three years. The Company does not facilitate the entering into derivative contracts related to such stock options or to hedge the risks attached, as this is not consistent with the purpose of this incentive mechanism. The Board approves the main terms and conditions of the contracts of the CEO and other Members of the Executive Committee further to the advice of the Remuneration Committee. The Board includes provisions that would enable the Company to recover variable remuneration paid, or withhold the payment of variable remuneration, and specify the circumstances in which it would be appropriate to do so, insofar as enforceable by law. The contracts contain specific provisions relating to early termination. Details of the remuneration of the Directors and the Members of the Executive Committee are published every year in the Remuneration Report that forms part of the annual report. The Board submits the Remuneration Policy to the general shareholders’ meeting. When a significant proportion of the votes have been cast against the Remuneration Policy, the Company should take the necessary steps to address the concerns of those voting against it and consider adapting its Remuneration Policy. The Board will review the competitiveness of the remuneration on an annual basis, or when suitable, to ensure that the Company follows the changes in the fast moving economic climate. REMUNERATION POLICY ANNUAL REPORT 2021 135 MG/JMI 2 / 7 Remuneraton policy – 2022.03.10 1. THE DIFFERENT COMPONENTS OF THE REMUNERATION WHICH CAN BE AWARDED TO THE DIRECTORS, TO THE MEMBERS OF THE EXECUTIVE COMMITTEE AND THE PERSONS IN CHARGE OF THE DAILY MANAGEMENT 1 . 1 . FOR THE DIRECTORS The level and structure of the remuneration of the non-executive Directors are determined based on their general and specific responsibilities and market practice. This remuneration includes a basic fixed remuneration and an attendance fee for the participation in the meetings of the Board, as well as for their participation to one or more Committees of the Board or for each Chairship of a Committee. Below you will find the summary table containing the remunerations applicable during the financial year 2021: Remuneration & Attendance fees Board of Directors Chair = 400.000 EUR Director: 20,000 EUR (yearly forfait) 2,100 EUR / physical meeting 1,050 EUR / phone meeting Audit & Risk Committee Chair: 3,100 EUR / physical meeting 1,050 EUR / phone meeting Members: 2,100 EUR / physical meeting 1,050 EUR/ phone meeting Investment Committee Chair = None Members: 2,100 EUR / physical meeting 1,050 EUR / phone meeting 1,250 EUR / half day investment site visit 2,500 EUR / full day investment site visit Nomination Committee Chair = None Members: 1,050 EUR / physical meeting 525 EUR / phone meeting Remuneration Committee Chair: 1,200 EUR / physical meeting 525 EUR / phone meeting Members: 1,050 EUR / physical meeting 525 EUR/ phone meeting REMUNERATION POLICY ANNUAL REPORT 2021 136 MG/JMI 3 / 7 Remuneraton policy – 2022.03.10 The Company reimburses the Directors’ international travel and accommodation expenses for attendance at the meetings and the exercise of their functions in the Board of Directors and its Committees. Furthermore, the Company ensures it takes the usual insurance policies to cover the activities that the Directors carry out within the scope of their mandates. Non-executive Directors receive no annual bonus, nor share options, nor participation in retirement plans. They are not entitled to any kind of compensation when their mandate ends. Notwithstanding Provision 7.6 of the Code, the non-executive Directors are not partly remunerated in the form of shares in the Company. Nevertheless, the Board of Directors has invited all Directors to invest an amount of at least EUR 20,000 (being the fix annual remuneration) in shares of the Company and to keep them at least one year after the end of their mandate. 1 . 2 . FOR THE MEMBERS OF THE EXECUTIVE COMMITTEE The awarded remuneration to the Members of the Executive Committee can include a basic (fixed) remuneration, a variable remuneration (short term incentives, hereafter “STI” as well as long term incentives, hereafter “LTI”), and other benefits in whatever form (contribution for vehicle expenses, health insurance). Exceptions to the above mentioned framework can only be given upon proposal of the Remuneration Committee, and decision by the Board of Directors. For example, in very specific cases the Board can approve exceptional remuneration elements such as a signing bonus (in cash or in the form of shares) or a guaranteed annual bonus for the first year of performance. Short term incentives: The variable remuneration STI of the CEO is equal to 100 % of the fixed remuneration and the variable remuneration of the other Members of the Executive Committee is equal to 50 % of the fixed remuneration, if all the objectives (quantitative and qualitative) have been realised for 100 %. The variable remuneration is partly based on quantitative targets and partly based on qualitative objectives/targets: • Members exercising a Group Function have 80% quantitative – 20% qualitative criteria, • MMembers exercising Country Managing Director function have 50 % quantitative and 50 % qualitative criteria. The Board of Directors - upon proposal of the Remuneration Committee - defines the targets and objectives of the STI for each member on an annual basis, reviews the performance at the end of each cycle, and approves the resulting pay-out to the individuals. In case the quantitative results on Group level are below the predefined threshold target set out by the Board of Directors, the quantitative component of the variable remuneration will be equal to 0. In case the quantitative results on Group level exceed the target set out by the Board of Director, the variable remuneration can exceed 100% of the total variable remuneration foreseen. As a result of this, the variable remuneration can be higher as 50% of the fix remuneration with no maximum in relation to the fixed remuneration. The qualitative criteria focus on long-term value creation and objectives that determine sustainable growth, such as diversity, engagement with all stakeholders, strategic thinking, leadership and commitment, interpersonal skills, REMUNERATION POLICY ANNUAL REPORT 2021 137 MG/JMI 4 / 7 Remuneraton policy – 2022.03.10 etc. Following the Extraordinary General Meeting of November 17th, 2016, it has been expressly provided in the articles of association that Immobel may derogate from the provisions in articles 7:91 paragraphs 1 and 2 and the last paragraph of 7:121 of the Code of Companies and Associations. Long term incentives: The Members of the Executive Committee exercising a Group function, are awarded a variable remuneration LTI (Long-term Incentive) of 50% of the fixed remuneration for the CEO and up to 10% for the other MMembers of the Executive Committee, in the form “Performance Shares”. The Members of the Executive Committee, exercising a role of Managing Director (hereafter “MD”) of a country, can benefit from a Long Term Incentive Plan (hereafter “LTI”), based on outperformance of the business unit (details below).” 2. HOW THE PAY AND EMPLOYMENT CONDITIONS OF EMPLOYEES / COLLABORATORS OF THE COMPANY WERE TAKEN INTO ACCOUNT WHEN ESTABLISHING THE REMUNERATION POLICY Immobel wants to attract talented employees / collaborators, who combine expertise and passion for the Real estate Development business and strive to make the business grow, taking into account the governance and working procedures Immobel has put in place. Therefore Immobel pays competitive salaries. Immobel can reward employees / collaborators with Performance bonuses, if the companies performance allows it, and depending on individual performance and the market practice, where Immobel is operating. For collaborators of Immobel, the remuneration package is composed of a competitive fix salary, rewarding their skills, expertise and experience, and if the results of the Company allow it, a variable remuneration, rewarding specific quantitative or qualitative targets. A yearly target setting and appraisal cycle, defines the targets for each collaborator. An intermediate appraisal and final year end appraisal process assesses the targets and actual results for all collaborators, which may lead to a variable remuneration, based on this process. 3. APPLIED CRITERIA FOR THE AWARD OF THE VARIABLE REMUNERATION OF THE MEMBERS OF THE EXECUTIVE COMMITTEE The criteria for the award of variable remuneration are either of quantitative nature, either of qualitative nature. Each year the Board of Directors on proposal of the Remuneration Committee, determines the criteria and parameters to be applied on the variable remuneration. Variable remuneration for the CEO: Short term incentives: The applied criteria to determine the variable Short Term Incentive remuneration of the CEO include: - on the one hand, the Return on Equity (ROE) as quantitative criterion and, - on the other hand, some qualitative criteria. REMUNERATION POLICY ANNUAL REPORT 2021 138 MG/JMI 5 / 7 Remuneraton policy – 2022.03.10 These criteria change on a year-to-year basis. Long term incentives: The CEO can also benefit from a Performance Share Plan, for which the underlying drivers are, as of 2020, the ROE of the Company and the ROCE of the Company. Variable remuneration of the other Members of the Executive Committee includes: Short term incentives: • On the one hand, are the quantitative criteria exclusively based on the level of Return on Equity of Immobel Group; • On the other hand, are the qualitative criteria determined in function of: o the general criteria applicable to all the Members of the Executive Committee. These general criteria are the following: • Show entrepreneurship; • Respect Immobel governance and agreed processes and procedures; • Show leadership in way of working towards all Immobel teams; o the specific criteria are determined in function of the responsibilities, the missions, and the targets to be achieved, on an individual basis by each of the Members of the Executive Committee, during the reviewed financial year. Long term incentives: Group functions: Furthermore, the Members of the Executive Committee, exercising a Group function, are awarded "Performance Shares" (LTI). The quantitative criteria applicable to this remuneration are, on the one hand, based on the predefined performance targets based on the average return on equity over three years and the average net income per share (excluding Treasury Shares) over three years (Performance Share Plan 2017 - 2019), as well as, on the other hand, based on the predefined performance targets based on the average Return on Equity over three years and the average Return On Capital Employed (ROCE) over three years (Performance Share Plan 2020 - 2022). Managing Directors: The Members of the Executive Committee, exercising a role of Managing Director (hereafter “MD”) of a country, can benefit from a Long-Term Incentive Plan (hereafter “LTI”), based on outperformance of the business unit. To benefit from this LTI, the ROE on local level needs to exceed 15% of the ROE (strategic threshold of the Company). A % of the Excess profit , above 15% of the ROE, can be granted to the MD’s of the countries. This LTI is partially paid in cash, partially allocated in shares, which need to be held for 3 years after allocation (vesting period). REMUNERATION POLICY ANNUAL REPORT 2021 139 MG/JMI 6 / 7 Remuneraton policy – 2022.03.10 The above mentioned criteria express on the one hand financial criteria and drivers of how the business is steered (Return on Equity, Return on Capital Employed, Excess Profit,..). On the other hand in the qualitative criteria targets are defined which make the Company stronger on the short, medium or longer term. Following themes can be mentioned: feeding the pipeline of projects, obtaining building permits, delivering projects on time, implement quality plan on a defined topic, improve business, financial, control or support processes, manage and improve sustainability aspects of the business (being it environmental, social or governance wise). To stimulate sound risk management and sustainability, part of the variable remuneration is not vested immediately and can only be paid out after 3 years. To retain talent, the Company has also chosen only to vest these elements of the variable remuneration if the beneficiary is still active for Immobel. Each year, at the proposal of the Remuneration Committee, the Board of Directors decides on the objectives of the CEO and the Executive Committee for the coming financial year and evaluates their performance for the period ending, in conformity with the procedure currently in place. This performance evaluation is also used to determine the variable part of their annual remuneration. There is no specific right to recover the variable remuneration awarded based on incorrect financial information; common law will apply. The Performance Share Plans contain a Claw Back Clause. The variable remuneration (“Short Term Incentive”) will be paid to the Members of the Executive Committee/ Executive Director upon proposal of the Board of Directors which draws up the Annual Accounts of the reviewed financial year, after approval by the Ordinary Shareholders' Meeting. 4. VESTING PERIODS AND AN EXPLANATION OF HOW THE SHARE-BASED REMUNERATION CONTRIBUTES TO THE COMPANY’S BUSINESS STRATEGY, LONG-TERM INTERESTS AND SUSTAINABILITY The "Performance Shares" awarded to some Members of the Executive Committee in application of the “Performance Share Plan 2017 - 2019” and of the “Performance Share Plan 2020 - 2022” will vest definitively after a period of three full calendar years if they meet the predefined performance targets over three years. Pursuant to Article 8.1 of the Plan these Performance Shares are forfeited for beneficiaries of the plan who are no longer employed by the Group and who have not yet been acquired Performance Shares “ the holder of Performance Shares who terminates his management services contract with the Company early or whose management services contract is terminated for cause because of the holder of Performance Shares, loses his Performance Shares that are not yet vested on the day of the written notice or notification of departure or termination. ” The share-based remuneration intends to contribute to Immobel’s business strategy, long-term interests, and sustainability by incentivizing the beneficiaries to create shareholder value, in line with immobel’s processes and procedure of its Governance framework. 5. DURATION OF THE AGREEMENTS WITH DIRECTORS, WITH MEMBERS OF THE EXECUTIVE COMMITTEE AND PERSONS IN CHARGE WITH THE DAILY MANAGEMENT, AS WELL AS THE TERMS OF TERMINATION AND PAYMENTS LINKED THERETO 5 . 1 . DURATION OF THE AGREEMENTS WITH DIRECTORS AND MEMBERS OF THE EXECUTIVE COMMITTEE According to the Articles of Association of Immobel, the mandates of the Directors are fixed for a maximum period of four years but may be renewed. REMUNERATION POLICY ANNUAL REPORT 2021 140 MG/JMI 7 / 7 Remuneraton policy – 2022.03.10 The duration of the service provision contract with the Members of the Executive Committee varies in function of the terms and conditions of each contract concerned. 5 . 2 . TERMS OF TERMINATION (NOTICE PERIODS INCLUDED) The period of notice or compensatory severance payment due by Immobel in case of termination of contracts with the Members of the Executive Committee / Executive Director, under a self-employed status, active within Immobel is 3 months 1 . Exceptions can only be granted, after validation by the Board of Directors, on proposal of the Remuneration Committee. For those exercising their function under an employee status, the legal notice periods and modalities are applicable. 6. THE DECISION-MAKING PROCESS FOLLOWED FOR THE DETERMINATION, REVIEW AND IMPLEMENTATION OF THE REMUNERATION POLICY, INCLUDING MEASURES TO AVOID OR MANAGE CONFLICTS OF INTERESTS AND, WHERE APPLICABLE, THE ROLE OF THE REMUNERATION COMMITTEE OR OTHER COMMITTEES CONCERNED The Board of Directors, upon proposal of the Remuneration Committee, validates the Remuneration Policy and proposes the Remuneration Policy to the Ordinary General Meeting of Shareholders for approval. The Board assesses, on a yearly basis, if the Remuneration Policy needs to adapt. The Remuneration Committee assesses on a yearly basis if all elements of the Policy are in line with the strategic objectives of the Company and proposes improvements to the Board of Directors, where deemed appropriate. As mentioned in the Corporate Governance Charter last revised on December 9 th , 2021 all Directors (thus Members of the Remuneration Committee, or of any other concerned Committee) must avoid taking any action, position or interest that is, or appears to be, in conflict with the interests of the Company. 7. A DESCRIPTION AND EXPLANATION OF ALL SIGNIFICANT CHANGES AND HOW THE VOTES AND VIEWS OF SHAREHOLDERS ON THE REMUNERATION POLICY AND THE REMUNERATION REPORTS SINCE THE MOST RECENT VOTE ON THE REMUNERATION POLICY BY THE GENERAL MEETING OF SHAREHOLDERS HAVE BEEN TAKEN INTO ACCOUNT In 2020, in line with the Performance Action Plan 2017 - 2019, a Performance Action Plan 2020 - 2022 was approved, as described above. The Ordinary General Meeting of Shareholders (representing 64.40% of the share-capital) has on April 14 th , 2021 approved • the latest Remuneration Report by 6,406,724 votes “for”, 30,650 votes “against” and 1,350 abstentions, and • the Remuneration Policy by 6,400,574 votes “for”, 36,827 votes “against” and 1,350 abstentions. 1 Except the period of notice or compensatory severance payment due to Marnix Galle and Karel Breda in case of termination of contracts, amounting respectively 12 months and 6 months. REMUNERATION repot Isala, Brussels REMUNERATION REPORT ANNUAL REPORT 2021 141 REMUNERATION REPORT ANNUAL REPORT 2021 142 REMUNERATION REPORT Ladies and Gentlemen, We have great pleasure in presenting our Remuneration Report for the year under review. Introduction Immobel delivered a strong set of results achieving substantial growth in revenues. Net profit group share grew to EUR 92.2 million up from EUR 33.3 million in 2020. The return on equity stood at 19%, well above the Company’s 15% target. EBITDA doubled from EUR 52.8 million to EUR 103.8 million. The acquisition of several high-profile projects supported the growth of Immobel’s underlying portfolio from EUR 5.1 billion in 2020 to EUR 5.5 billion at the end of 2021, providing it with a strong pipeline of future projects. With this solid performance, Immobel has committed to a 10% dividend increase in line with its dividend policy, bringing the 2021 dividend to EUR 3.05 gross per share. More detailed information on Immobel’s main business milestones in 2021 can be found in the chapters “Message from the Executive Chair”, “2021 Highlights”, “2021 Key figures” and “Activities”. No deviation or derogation has been done from the current Remuneration Policy as approved by the Annual Shareholders’ Meeting of the Company held on 15th, April 2021, except for the Chair and the exceptional one time specific remuneration attributed to the Executive Chair in 2022 related to 2021 – see below. In 2021, Karin Koks – van der Sluijs resigned due to conflict of interest and Patrick Albrand joined the Company as Director and as Member of the Audit & Risk Committee and as Member of the Investment Committee. Two Members of the Executive Committee of Immobel terminated their missions for the Company (the Chief Operating Officer, Filip Depaz, in his capacity as representative of the company Filip Depaz Consultancy BV, on 30th, April 2021 and the Chief Investment Officer, Alexis Prevot, in his capacity as representative of the company AP2L BV, on 30th, September 2021). As announced last year, the Board of Directors has done a benchmarking regarding the total remuneration of the Chair of the Board of Directors / CEO which will have an impact on his total remuneration in 2022 and has already been extrapolated for part of its remuneration for 2021. I. The amount of remuneration and other benefits accorded, directly or indirectly, in 2021 to all Directors and Members of the Executive Committee The individual sums of remuneration given directly or indirectly to all the Directors for 2021 are shown in the table below. All the amounts shown are, where appropriate, gross, i.e. before the deduction of tax. As decided in 2019, following a benchmarking study regarding the remuneration of the non-executive Directors, the fix remuneration of the non-executive Directors below the benchmarking, was increased (after initially being postponed from 2020 to 2021, due to the impact of the Covid-19 pandemic on the company). from EUR 14,000 to EUR 20,000. It is reminded that the Board of Directors, on proposal of the Remuneration Committee, decided on December 10 th 2020 that each Director is requested to buy Immobel shares before the AGM to be held in April 2022 for a minimum amount of 20,000 EUR, being the fix annual remuneration for the year 2021 for each of them and to keep the shares at least 3 years after acquisition and until 1 year after the ending of the mandate. Pursuant to Provision 7.5 of the Belgian Corporate Governance Code 2020, non-executive Directors do not receive any performance-related remuneration, that is directly related to the results of the Company. REMUNERATION REPORT ANNUAL REPORT 2021 143 Name Director, Position Fixed remuneration in EUR Variable remuneration in EUR Extraor- dinary items 1 Pension expense Total remuner- ation in EUR 2 Proportion fixed/ variable remuner- ation Base salary Attend- ance Fees Fringe benefits One-year variable Multi- year variable ADL Comm.V represented by Astrid DE LATHAUWER 2 20,000 15,525 N/A N/A N/A N/A N/A 35,525 100% Pierre Nothomb SRL, represented by Pierre NOTHOMB 20,000 27,625 N/A N/A N/A N/A N/A 47,625 100% A.V.O.- Management SRL represented by Annick VAN OVERSTRAETEN 20,000 16,800 N/A N/A N/A N/A N/A 36,800 100% Karin KOKS 3 18,333 23,100 N/A N/A N/A N/A N/A 41,433 100% Patrick ALBRAND 4 1,667 6,300 N/A N/A N/A N/A N/A 7,967 100% M.J.S. Consulting BV represented by Michèle SIOEN 20,000 19,950 N/A N/A N/A N/A N/A 39,950 100% LSIM SA represented by Wolfgang de LIMBURG STIRUM 20,000 21,000 N/A N/A N/A N/A N/A 41,000 100% Total Directors 120,000 130,300 250,300 In 2021, the Company has continued the principles of the Remuneration Policy for the Members of the Executive Committee as described in Annexe 2 of the Corporate Governance Charter, except for the Executive Chair/CEO. The Board of Directors approves the appointment propositions of the Executive Committee, upon proposal by the Nomination Committee, and decides on their remuneration, based on the recommendations of the Remuneration Committee. Filip Depaz, in his capacity of representative of the company Filip Depaz Consultancy BV (Chief Operating Officer – COO) has terminated his mission for the Company on 30 th , April 2021 and Alexis Prevot, in his capacity of representative of the company AP2L (Chief Investment Officer – CIO) has terminated his mission for the Company on 30 th , September 2021. No other changes were done in the composition of the Executive Committee. In line with the Remuneration Policy applicable in 2021, the remuneration package of the Executive Committee Members consists up to 3 elements: 1° a fix remuneration, 2° a Short Term Incentive Plan, and 3° a Long Term Incentive Plan, unless contractually otherwise agreed. Upon proposal of the Remuneration Committee: the Board of Directors has modified the total remuneration of the CEO and attributed an exceptionnal one time specific remuneration in 2022 related to financial year 2021. The Remuneration Committtee decided to propose to the Board of Directors to apply the proposed total remuneration for 2022 definitly. 1 Such as the cost or value of insurance and other benefits in kind, with an explanation of the details of the main components. 2 This includes benefits that were granted / awarded / due (but not materialised) during the reported FY. 3 Up to November 30 th , 2021 4 As from November 30 th , 2021 REMUNERATION REPORT ANNUAL REPORT 2021 144 The 2021 remuneration paid to the Executive Chair / CEO is as follows: • A yearly basic remuneration amounting EUR 640,000 (VAT excluded), in 12 monthly instalments; • A variable Short Term Incentive. If 100% of the objectives (quantitative and qualitative) are met, 50% of the fix remuneration can be obtained as variable remuneration. The quantitative criteria (ROE with target = 15%) can be outperformed. In this case, the variable remuneration will increase proportionally. Below the threshold of 10% ROE, the quantitative amount obtained on the STI will be put at 0. In 2021, short-term variable remuneration granted to the Executive Chaire/CEO amounts to 300,800 EUR; • A LTI “Performance Share plan”, as described hereunder; • An exceptional one time specific remuneration “bonus” of 1.000.000 EUR. The fix remuneration of the other Members of the Executive Committee at December 31 st , 2021, together with quantitative and qualitative criteria of their variable Short Term Incentive and the criteria and targets of the Long Term Incentive for some of the Members are fixed by the Board of Directors, on recommendation of the Remuneration Committee, and upon proposal of the Executive Chair of the Board / CEO. The 2021 remuneration paid to the members of the Executive Committee is as follows: Name Member Executive Committee, position Fixed remuneration in EUR Variable remuneration in EUR Extraordinary items 3 Pension expense Total remuner- ation in EUR 4 Proportion fixed/ variable remuner- ation Base salary Attend- ance Fees Fringe benefits One-year variable Multi- year variable 5 A 3 Management, represented by Marnix Galle Executive Chair of the Board 640,000 N/A N/A 364,459 28,342 6 1,000,000 N/A 2,032.801 46% Total of all other Members of the Executive Committee 1,700,000 N/A N/A 2,479,004 109,269 N/A 4,288,273 66% Total 2,340,000 2,843,463 137.611 1.000.000 6,321.074 3 Corresponds to the exeptional one time “bonus” payed to the Executive Chair/ CEO. 4 This includes benefits that were granted/ awarded/ due (but not materialised) during the reported FY 5 The amount of the share-based remuneration is equal to the sum of the amount reported in the table related to “Share awards”. 6 383 shares, at 74,00 EUR on date of 03/01/2022 7 765 shares at 74,00 EUR on date of 03/01/2021 REMUNERATION REPORT ANNUAL REPORT 2021 145 II. Share-based remuneration A. To (Executive) Directors in 2021 Name Director, position Main conditions of the Performance Share Plan Information regarding the reported FY Opening balance During the year Closing balance Specification plan Performance period Grant/ award date Vesting date End of holding period Shares granted/ awarded at the beginning of the period Shares vested Shares granted Shares subject to a performance condition Shares granted/ awarded and vested at year end Shares subject to a holding period A³ MANAGEMENT bv Executive Chair / CEO PSP 2017 - 2019 01/01/2017 - 31/12/2019 07/12/2016 28/05/2020 n/a 1,806 2,049 - 2,049 n/a 01/01/2017 - 31/12/2019 07/12/2016 28/05/2020 n/a 1,722 1,954 - 1,954 n/a 01/01/2018 - 31/12/2020 13/03/2018 15/04/2021 n/a 1,477 1,058 - - 1,058 n/a 01/01/2019 - 31/12/2021 29/03/2019 21/04/2022 n/a 1,606 - - 268 383 n/a PSP 2020 - 2022 01/01/2020 - 31/12/2022 10/12/2020 20/04/2023 n/a 2,424 - - 2,424 - n/a 01/01/2021 - 31/12/2023 04/03/2021 18/04/2024 n/a 2,352 - - 2,352 n/a 01/01/2021 31/12/2024 10/03/2022 17/04/2025 n/a 5405 16,792 5,061 - 5,044 5,444 REMUNERATION REPORT ANNUAL REPORT 2021 146 C. To other Members 6 of the Executive Committee performing missions in 2021 Name Executive, position Main conditions of the Performance Share Plan Information regarding the reported FY Opening balance During the year Closing balance Specification plan Performance period Grant/ award date Vesting date End of holding period Shares granted/ awarded at the beginning of the period Shares vested Shares granted Shares subject to a performance condition Shares granted/awarded and vested at year end Shares subject to a holding period KB FINANCIAL SERVICES bv Executive (CFO) PSP 2017 - 2019 01/01/2017- 31/12/2019 - - n/a - - - - - n/a 01/01/2018- 31/12/2020 11/09/2018 15/04/2021 n/a 205 - - - 293 n/a 01/01/2019- 31/12/2021 29/03/2019 14/04/2022 n/a 534 - - - 764 n/a PSP 2020 - 2022 01/01/2020- 31/12/2022 10/12/2020 20/04/2023 n/a 489 - - 489 - n/a 01/01/2021- 31/12/2023 04/03/2021 18/04/2024 n/a 514 - - 514 - n/a 01/01/2022- 31/12/2024 10/03/2022 17/04/2025 n/a 473 Adel Yahia Consult BV Executive (MD Belgium) LTI 2019 728 - - - - 728 LTI 2021 925 925 925 925 4,793 - - 1,003 1,057 2,578 Currently two Performance Share Plans exist for some Members of the Executive Committee. On May 24 th 2017 the Shareholders have validated a Performance Share Plan for the benefit of some Members of the Executive Committee (of which the Executive Chair and the previous CEO) for the years 2017 up to 2019; and on May 28 th , 2020 a Performance Share Plan was approved for the benefit of some Members of the Executive Committee for the years 2020 up to 2022. For more information related to Performance Share Plans, please refer to the Remuneration policy. In 2021, a total of 3,383 shares, granted under the « Performance Share Plan 2017 - 2019» (for the Cycle 2018 - 2020), have been vested to the Executive Chair / CEO (still performing Member of the Executive Committee subject to the achievement of the performance objectives – 1,058 shares) as well as to the CFO (293 shares), to the previous CEO (Alexander Hodac – 1,058 shares), to the previous CFO (Valéry Autin – 95 shares) and to the previous Chief Technical (Rudi op’t Roodt – 879 shares) The main rules of this Performance Share Plan are listed below: “Under this plan, the Beneficiaries will receive a conditional grant of shares (“Performance Shares”) that vest at the end of the Performance Period, subject to and upon realization of the Performance Conditions. 6 Still in function at the end of the reporting period. REMUNERATION REPORT ANNUAL REPORT 2021 147 Performance Conditions The Performance Shares granted will become unconditional / will vest following a Performance Period / vesting period of three full calendar years, conditional to the achievement of two Performance Conditions which are equally weighted: • 3Y Average Return on Equity (ROE) at Immobel Group level • 3Y Average Net Income per Share at Immobel Group level (excluding Treasury Shares) The precise vesting level of the Performance Shares will depend upon the actual achievement level of the Performance Conditions: Performance Period The achievement of the Performance Conditions will be determined over a three-full calendar year Performance Period, i.e. January 1 st , 2019 – December 31 st , 2021. Dividends Upon vesting, the Beneficiaries will not receive the value of the dividends relating to the previous three years with respect to the Performance Shares vested. Vesting The Performance Shares granted under the Plan will vest at the end of the Performance Period, subject to and upon realization of the Performance Conditions. Performance Shares that do not become vested are forfeited and lapse. In addition, good leaver / bad leaver provisions apply in case of termination of the management services agreement entered into between the Member of the Executive Committee and Immobel during the Performance Period.” A new Performance Share Plan 2020 - 2022 was approved by the Shareholders at the General Meetings held on May 28 th , 2020. Pursuant the « Performance Share Plan 2020 - 2022 » some Members of the Executive Committee can be granted yearly, under certain conditions, Performance Shares. These “Performance Shares” will vest definitively after a period of three full REMUNERATION REPORT ANNUAL REPORT 2021 148 calendar years, if they meet the predefined performance targets based on the average Return on Equity over three years and the average Return On Capital Employed (ROCE) over three years. For 2021, the lower treshold for 3Y Average ROE is defined by the Board of Directors at 10%, while the upper threshold is 15%. For 3 Year Average ROCE, the lower threshold is defined by the Board of Directors at 7%, while the upper threshold is set at 8%. There will be an allotment of Performance Shares in each of the years 2020 to 2022 and the total number of Performance Shares, and the total number of Performance Shares to be offered will be determined each year by the Board of Directors upon proposal of the Remuneration Committee. In the framework of this Plan, for the 2021 allocation a total of 3,748 shares have been granted, subject to the achievement of the 100 % performance objectives, split-off as follows: Executive Chair : 2,352 Performance Shares. Chief Financial Officer : 514 Performance Shares. Chief Investment Officer: 441 Performance Shares. Chief Operational Officer : 441 Performance Shares. The main rules of this Performance Share Plan are listed below: The “Performance Shares” granted by the aforementioned plans are offered free of charge to the beneficiaries, and entitle the same rights as the existing shares. The Board of Directors annually sets the objectives, in accordance with the Company’s strategy and the Remuneration Policy of the Company. The exact degree to which the Performance Shares for the two plans will be definitively acquired, will depend on the level of performance of the objectives achieved: • no definitive acquisition when the performance is below or equal to the defined minimum threshold; • the full implementation of the objectives will lead to a nominal acquisition of 100 % of the allocated Performance Shares; REMUNERATION REPORT ANNUAL REPORT 2021 149 • a maximum definitive acquisition of 150 % of the Performance Shares awarded when the performance is equal to or greater than the agreed upper limit (for the PSP 2017 - 2019); for the PSP 2020 - 2022 this % is limited to 100% • between these values, the final acquisition will be proportional. Upon the final vesting, the beneficiaries will not receive the dividend value of the last three years to which the acquired Performance Shares relate. Finally, 5% of the additional LTI-plan for some Members, focusing on outperformance for each concerned country, is allocated in shares. These shares will be vested 3 years after allocation. III. Any use of the right to reclaim There is no specific right to reclaim the variable remuneration awarded based on incorrect financial information, except in the above-mentioned Performance Share Plan which contains a Claw Back Clause. The Board of Directors has decided that the variable remuneration (“Short Term Incentive”) will be paid to the Members of the Executive Committee/ Executive Director after the Board of Directors of March 10 th , 2022 which draws up the Annual Accounts as at December 31 st , 2021, subject to final approval by the Shareholders’ Meeting of 21 April 2022. IV. Information on how the remuneration complies with the remuneration policy and how performance criteria were applied A. Compliance with the Remuneration Policy Pursuant to Provision 7.8 of the Belgian Corporate Governance Code 2020, the variable part of the executive remuneration package is structured to link reward to overall corporate and individual performance, and to align the interests of the Members of the Executive Committee with the sustainable value-creation objectives of Immobel. Therefore the Remuneration of the Members of the Executive Committee (Executive Chair included, as detailed above) is divided into a fixed part, a variable part STI (“Short Term Incentive”) and, for some of them, a variable part LTI (“Long Term Incentive”). The variable part STI includes: • a variable quantitative remuneration exclusively based on the level of Return on Equity; • a measurable variable qualitative remuneration determined in function of the general criteria applicable to all the Members of the Executive Committee. These general criteria are the following: - Show leadership - Respect Immobel governance and agreed processes and procedures - Show leadership in way of working towards all Immobel teams • a measurable variable qualitative remuneration determined in function of the responsibilities, the missions, and the targets to be achieved, on an individual basis by each of the Members of the Executive Committee, during the reviewed financial year. As decided by the Board of Directors, upon proposal of the Remuneration Committee, the Members of the Executive Committee, exeercing a Group function benefit from a weighted remuneration, at 80 % for quantitative aspects, and at 20 % for qualitative aspects, compared to total variable remuneration. The Managing Directors benefit from a weight 50 % - 50 %, with the exception of the Managing Director France (20% quantitative, 80% qualitative for 2021). Regarding the variable part Long Term Incentive (LTI), a differentiation needs to be made between, on the one hand the Immobel Performance Share Plans (2017 - 2019 and 2020 - 2022) and on the other hand a specific Long Term Incentive Plan for other Members. REMUNERATION REPORT ANNUAL REPORT 2021 150 The Performance Share Plan gives to some Members of the Executive Committee an incentive in case targets are met on ROE and Share price (Plan 2017 - 2019) or on ROE and ROCE (Plan 2020 - 2022). The 2 nd LTI Plan, which incentivizes more specifically outperformance of the Managing Directors on country level, is based on outperformance of the ROE on country level and calculated in function of excess Net profit (above ROE level of 15%). In this LTI-Plan, a part of the amount is vested and paid out in cash (95% over 2 years), while the remaining 5% is allocated in shares and vested in a period of 3 years after allocation The Members of the Executive Committee exercising a function at Group level received shares in the framework of the PSP 2020 - 2022 Plan, according to a certain % depending on their remuneration (25% for the Executive Chair/CEO and 10% for the other Members holding a function at Group level).The Board of Directors has decided that the variable remunerations « Short Term Incentive “will be paid to the Members of the Executive Committee after the Board of Directors of March 2022 establishing the Annual Accounts per December 31 st , 2021, subject to final approval by the General Meeting of 21 April 2022. Based on the global performance of the Company during 2021 and on the realization of the individual targets of the Members of the Executive Committee between January 1 st and December 31 st , 2021, the variable part of the global remuneration (qualitative and quantitative) paid for 2021, represents 52.79% of the basic remuneration for the Members of the Executive Committee (with exclusion of the one of the Executive Chair / CEO, detailed below. The variable part include on the one hand the contractually agreed STI amount and on the other hand the amounts due in the context of the Performance Share Plans (both allocated and vested). The period of notice or compensatory severance payment due by Immobel in case of termination of contracts with the Members of the Executive Committee / Executive Directors, under a self-employed status, active within Immobel is 3 months. Exceptions can only be granted, after validation by the Board of Directors, on proposal of the Remuneration Committee. For those exercising their function under an employee status, the legal notice periods and modalities are applicable. For your information, the foreseen periods of notice for the Members of the Executive Committee are: • Marnix Galle : 12 months • Karel Breda : 6 months • Adel Yahia : 3 months. • Fabien Acerbis : 3 months • Olivier Bastin : according to legislation in Luxemburg. REMUNERATION REPORT ANNUAL REPORT 2021 151 B. Application performance criteria Name Director, position Description of the performance criteria and type of applicable remuneration Relative weighting of the performance citeria Information on performance targets Measured performance (a) and actual award outcome (b) Minimum target/threshold performance (a) and corresponding award (b) Maximum target/threshold performance (a) and corresponding award (b) A³ MANAGEMENT bv, Executive Chair / CEO Return on Equity – variable quantitative rem. 80% (a) ROE of 15% (a) Unlimited (a) 18,73% (b) 256,000 EUR (b) Unlimited (b) 256,000 EUR Grow the Company via 3rd Party money (JV’s and Fund(s)) and integrate this in Immobel’s operating model 10% (a) 32,000 EUR (a) 32,000 EUR (a) 80% (b) 32,000 EUR (b) 32,000 EUR (b) 25,600 EUR Increase Immobel’s Pan-european footprint via operations in France, Germany and Spain 10% (a) 32,000 EUR (a) 32,000 EUR (a) 60% (b) 32,000 EUR (b) 32,000 EUR (b) 19,200 EUR Other Members of the Executive Committee Quantitative criteria Depends on Role within the Executive Comittee. (a) ROE of 10% (b) 0 EUR (a) Unlimited (b) Unlimited (a) 18,73%/depending on country (b) 1,807,647 EUR Diverse qualitative criteria (generi and individual) Depends on Role within the Executive Comittee (a) / (b) / (a)/ (b) 394,500 EUR (a) individual scores per Member (b) 360,445 EUR V. Derogations and deviations Based on the global performance of the Company during 2021 and on the realization of the individual targets of the Members of the Executive Committee between January 1 st and December 31 st , 2021, the variable part of the global remuneration (qualitative and quantitative) paid for 2021, represents 52.79 % of the basic remuneration for the Members of the Executive Committee (with exclusion of the one of the Executive Chair/CEO). The variable remuneration of the Executive Chair, and of some other Members of the Executive Committee amounts more than 25 % of their respective remuneration in 2021. Further to the Extraordinary General Meeting of November 17 th , 2016 it was expressly foreseen in article 14 (former article 16) of the articles of association that the Company may however derogate from the provisions of articles 7:91 paragraph 1 and 2 and 7:121 last paragraph of the Code of Companies and Associations, for each person falling within the scope of these provisions. During 2021, there were no deviations from the Remuneration Policy or from its implementation, except for the exceptional bonus allocated to the Executive Chair/CEO as explained above. REMUNERATION REPORT ANNUAL REPORT 2021 152 VI. Comparative information on the change of remuneration and company performance over the 5 lasted reported financial years Annual change 2017 2018 2019 2020 2021 Information regarding the RFY Remuneration CEO / Executive Chair of the Board of Directors A³ MANAGEMENT bv 7 Executive Chair - - 886,260 1,043,760 2,032,801 From 01/07/2019, Marnix Galle became also CEO of the Company, on top of his role of the Executive Chair of the Board of Directors. Year-on-year change - - - +18% +94% Remuneraton other members of the Executive Committee Other members of the Executive Committee - - - 2,181,293 4,288,273 Year-on-year change - - - - +96% Remuneration Non-Excecutive Directors ADL CommV 8 Non-executive 32,825 27,050 34,175 25,475 35,525 Higher attendance fees due to higher number of meetings and phone/Teams meetings Year-on-year change - -18% +26% -25% +39% PIERRE NOTHOMB srl 9 Non-executive - - 43,175 35,875 47,625 Higher attendance fees due to lower number of meetings and phone/Teams meetings Year-on-year change - - - -17% +33% A.V.O.- MANAGEMENT bv 10 Non-executive 32,375 30,800 35,525 26,600 36,800 Higher attendance fees due to higher number of meetings and phone/Teams meetings Year-on-year change - -5% +15% -25% +38% Karin KOKS-van der SLUIJS Non-executive 46,550 45,500 46,550 30,800 41,433 Higher attendance fees due to higher number of meetings and phone/Teams meetings. As from 30/11/2021, Karin Koks-van der Sluijs has resigned as an independent director. Year-on-year change - -2% +2% -34% +35% 7 Represented by its permanent representative Marnix GALLE. 8 Represented by its permanent representative Astrid DE LATHAUWER. 9 Represented by its permanent representative Pierre NOTHOMB. 10 Represented by its permanent representative Annick van OVERSTRAETEN. REMUNERATION REPORT ANNUAL REPORT 2021 153 M.J.S. CONSULTING bv 11 Non-executive - - 29,750 28,700 39,950 Higher attendance fees due to higher number of meetings and phone/Teams meetings Year-on-year change - - - -4% +39% LSIM sa 12 Non-executive - - 23,450 20,300 41,000 Higher attendance fees due to higher number of meetings and phone/Teams meetings Year-on-year change - - - -13% +102% Patrick ALBRAND Non-executive - - - - 7,967 Patrick Albrand was co-opted as an independent director as from 30/11/2021. Year-on-year change - - - - - Total remuneration granted to Directors 300,150 270,752 289,775 167,750 250,300 Year-on-year change - -10% +7% -42% +49% Company performance EBITDA 25.8 MEUR 75.1 MEUR 124.6 MEUR 52.8 MEUR 103.8 MEUR Year-on-year change - 291% +66% -58% +97% Net profit 11 MEUR 56.8 102.4 MEUR 33.3 MEUR 92.2 MEUR Year-on-year change - +514% +80% -68% +177% Average employee remuneration Average remuneration per employee (full cost) NA NA NA NA 125,498 Year-on-year change - - - - - 11 Represented by its permanent representative Michèle SIOEN. 12 Represented by its permanent representative Wolfgang de LIMBURG STIRUM. REMUNERATION REPORT ANNUAL REPORT 2021 154 VIII. Ratio lowest remuneration/ highest remuneration The ratio of the highest remuneration (i.e. the Executive Chair compared to the lowest remunerated employee, at Full Time Equivalent, in Immobel Group amounts to 18,1 % in 2021. This information applies to all entities of the Group, in all locations (Belgium, Luxemburg, France, Germany, Poland and Spain). IX. Information on shareholder vote Immobel is required to explain in the report how the advisory vote on the previous remuneration report adopted by the last General Meeting has been taken into account: For the sake of completeness, it is especially mentioned to the Shareholders that de Ordinary General Meeting of Shareholders (representing 64.40% of the share-capital) has on April 14th, 2021 approved • the latest Remuneration Report by 6,406,724 votes “for”, 30,650 votes “against” and 1,350 abstentions, and • the Remuneration Policy by 6,400,574 votes “for”, 36,827 votes “against” and 1,350 abstentions. * * * We therefore ask you to approve the terms of this Remuneration Report for the year 2021. * * * Agreed at the Meeting of the Board of Directors on March 10 th , 2022. ADL CommV (represented by Astrid De Lathauwer) Chair of the Remuneration Committee A³ Management BV (represented by Marnix Galle) Executive Chair of the Board of Directors CONSOLIDATED accounts & condensed STATUTORY an Four Seasons Resort, Marbella CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 155 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 156 CONSOLIDATED ACCOUNTS AND CONDENSED STATUTORY ACCOUNTS I. CONSOLIDATED FINANCIAL STATEMENTS ........................................................................ 158 A. CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME (IN THOUSANDS EUR) ............. 158 B. CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS EUR) ................................................................ 159 C. CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS EUR) .......................................................................... 160 D. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IN THOUSANDS EUR) ................................................................ 161 E. ACCOUNTING PRINCIPLES AND METHODS ................................................................................................................. 162 1) General information.............................................................................................................................................. 162 2) Statement of compliance with IFRS ..................................................................................................................... 162 3) Preparation and presentation of the financial statements ................................................................................. 163 4) Consolidation rules ................................................................................................................................................ 164 5) Foreign currencies ................................................................................................................................................. 165 6) Intangible assets ................................................................................................................................................... 165 7) Goodwill ................................................................................................................................................................. 165 8) Property, plant and equipment ............................................................................................................................ 166 9) Investment property ............................................................................................................................................. 166 10) Leases .................................................................................................................................................................... 166 11) Financial instruments ............................................................................................................................................ 167 12) Inventories ............................................................................................................................................................. 169 13) Provisions............................................................................................................................................................... 169 14) Employee benefits ................................................................................................................................................. 170 15) Grants related to assets or investment subsidies ................................................................................................ 170 16) Operating revenue ................................................................................................................................................ 170 17) Impairment on non-financial assets ..................................................................................................................... 171 18) Taxes ...................................................................................................................................................................... 172 19) Discontinued operations and non-current assets held for sale .......................................................................... 172 20) Main judgements and main sources of uncertainties related to the estimations ............................................. 172 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 157 21) Joint operations ..................................................................................................................................................... 173 22) Segment reporting ................................................................................................................................................ 173 F. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS EUR) ............................................................ 173 1) Operating segment - financial information by business segment ...................................................................... 173 2) Revenues ............................................................................................................................................................... 177 3) Other operating income ....................................................................................................................................... 178 4) Cost of sales .......................................................................................................................................................... 179 5) Cost of commercialisation .................................................................................................................................... 179 6) Administration costs ............................................................................................................................................. 179 7) Gain on sale of affiliates ....................................................................................................................................... 180 8) Share in the result of joint ventures and associates, net of tax .......................................................................... 180 9) Net financial costs ................................................................................................................................................. 181 10) Income taxes ......................................................................................................................................................... 181 11) Earnings per share ................................................................................................................................................ 182 12) Intangible assets ................................................................................................................................................... 182 13) Goodwill ................................................................................................................................................................. 182 14) Property, plant and equipment ............................................................................................................................ 184 15) Right-of-use assets ................................................................................................................................................ 184 16) Investment property ............................................................................................................................................. 184 17) Investments in joint ventures and associates ...................................................................................................... 185 18) Other non-current financial assets ....................................................................................................................... 189 19) Deferred tax .......................................................................................................................................................... 190 20) Other non-current assets ...................................................................................................................................... 190 21) Inventories ............................................................................................................................................................. 191 22) Trade receivables .................................................................................................................................................. 191 23) Contract assets ...................................................................................................................................................... 192 24) Other current assets ............................................................................................................................................. 192 25) Information related to the net financial debt ...................................................................................................... 193 26) Equity ..................................................................................................................................................................... 196 27) Pensions and similar obligations .......................................................................................................................... 197 28) Provisions............................................................................................................................................................... 198 29) Trade payables ...................................................................................................................................................... 198 30) Contract liabilities ................................................................................................................................................. 198 31) Other current liabilities ......................................................................................................................................... 199 32) Main contingent assets and liabilities .................................................................................................................. 199 33) Change in working capital .................................................................................................................................... 200 34) Information on related parties ............................................................................................................................. 200 35) Events subsequent to reporting date ................................................................................................................... 200 36) Companies owned by the Immobel Group ........................................................................................................... 201 G. STATEMENT FROM THE RESPONSIBLE PERSONS ....................................................................................................... 206 H. AUDITOR’S REPORT............................................................................................................................................... 207 II. STATUTORY CONDENSED FINANCIAL STATEMENTS .................................................... 212 A. STATEMENT OF FINANCIAL POSITION (IN THOUSANDS EUR) ....................................................................................... 212 B. STATEMENT OF COMPREHENSIVE INCOME (IN THOUSANDS EUR) ............................................................................... 213 C. APPROPRIATION ACCOUNT (IN THOUSANDS EUR) .................................................................................................... 213 D. SUMMARY OF ACCOUNTING POLICIES ...................................................................................................................... 214 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 158 I. Consolidated financial statements A. Consolidated statement of profit and loss and other comprehensive income (in thousands EUR) NOTES 31/12/2021 31/12/2020 OPERATING INCOME 392 815 375 390 Revenues 2 379 509 364 479 Other operating income 3 13 306 10 911 OPERATING EXPENSES -338 312 -333 526 Cost of sales 4 -311 066 -300 766 Cost of commercialisation 5 - 439 -1 702 Administration costs 6 -26 807 -31 057 SALE OF SUBSIDIARIES 25 133 Gain (loss) on sales of subsidiaries 7 25 133 JOINT VENTURES AND ASSOCIATES 44 531 7 994 Share of result of joint ventures and associates, net of tax 8 44 531 7 994 OPERATING PROFIT AND SHARE RESULT OF ASSOCIATES AND JOINT VENTURES, NET OF TAX 99 058 49 991 Interest income 4 983 5 773 Interest expense -6 605 -11 859 Other financial income 81 1 440 Other financial expenses -3 552 -2 649 NET FINANCIAL COSTS 9 -5 094 -7 295 PROFIT BEFORE TAXES 93 964 42 696 Income taxes 10 -1 619 -8 650 PROFIT OF THE PERIOD 92 345 34 047 Share of non-controlling interests 195 775 SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY 92 150 33 272 PROFIT FOR THE PERIOD 92 345 34 047 Other comprehensive income - items that are or may be reclassified subsequently to profit or loss - 820 2 282 Currency translation - 904 2 282 Effective portion of changes in fair value 84 Other comprehensive income - items that are or may be not reclassified subsequently to profit or loss 27 57 201 Actuarial gains and losses (-) on defined benefit pension plans 27 57 201 Other comprehensive income - items that has been reclassified to profit or loss TOTAL OTHER COMPREHENSIVE INCOME - 763 2 483 COMPREHENSIVE INCOME OF THE PERIOD 91 582 36 530 Share of non-controlling interests 112 964 SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY 91 470 35 566 EARNINGS PER SHARE (€) (BASIC) 11 9,25 3,58 COMPREHENSIVE INCOME PER SHARE (€) (BASIC) 11 9,18 3,82 EARNINGS PER SHARE (€) (DILUTED) 11 9,25 3,58 COMPREHENSIVE INCOME PER SHARE (€) (DILUTED) 11 9,18 3,82 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 159 B. Consolidated statement of financial position (in thousands EUR) ASSETS NOTES 31/12/2021 31/12/2020 NON-CURRENT ASSETS 506 259 448 370 Intangible assets 12 246 582 Goodwill 13 43 789 43 789 Property, plant and equipment 14 2 793 1 388 Right-of-use assets 3 772 4 390 Investment property 16 173 999 197 149 Investments in joint ventures and associates 17 156 532 106 195 Other non-current financial assets 18 1 015 175 Advances to joint ventures and associates 101 670 76 644 Deferred tax assets 19 21 292 16 369 Other non-current assets 20 1 151 1 689 CURRENT ASSETS 1 178 890 982 768 Inventories 21 698 623 683 121 Trade receivables 22 38 116 33 168 Contract assets 23 117 953 57 251 Tax receivables 1 369 3 450 Other current assets 24 36 240 37 269 Advances to joint ventures and associates 13 163 20 399 Other current financial assets 49 49 Cash and cash equivalents 25 273 377 148 059 TOTAL ASSETS 1 685 149 1 431 137 EQUITY AND LIABILITIES NOTES 31/12/2021 31/12/2020 TOTAL EQUITY 26 582 919 494 490 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 571 567 491 922 Share capital 97 257 97 256 Retained earnings 472 629 392 143 Reserves 1 681 2 524 NON-CONTROLLING INTERESTS 11 352 2 568 NON-CURRENT LIABILITIES 535 104 609 602 Employee benefit obligations 27 996 603 Deferred tax liabilities 19 26 352 37 301 Financial debts 25 507 596 571 139 Derivative financial instruments 25 160 560 CURRENT LIABILITIES 567 126 327 045 Provisions 28 2 328 2 114 Financial debts 25 359 094 180 810 Trade payables 29 83 546 60 927 Contract liabilities 30 21 969 3 896 Tax liabilities 13 770 7 110 Other current liabilities 31 86 419 72 188 TOTAL EQUITY AND LIABILITIES 1 685 149 1 431 137 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 160 C. Consolidated statement of cash flows (in thousands EUR) NOTES 31/12/2021 31/12/2020 (represented) Operating income 392 815 375 390 Operating expenses -338 312 -333 526 Amortisation, depreciation and impairment of assets 11 4 584 3 684 Change in provisions 214 -1 198 CASH FLOW FROM OPERATIONS BEFORE CHANGES IN WORKING CAPITAL 59 301 44 350 Change in working capital 33 -60 379 -80 846 CASH FLOW FROM OPERATIONS BEFORE PAID INTERESTS AND PAID TAXES -1 078 -36 496 Paid interests 9 -15 456 -18 936 Interest received 4 983 5 773 Other financing cash flows -3 471 - 552 Paid taxes 10 -6 251 -6 011 CASH FROM OPERATING ACTIVITIES -21 273 -56 222 Acquisitions of intangible, tangible and other non-current assets -8 845 - 878 Sale of intangible, tangible and other non-current assets 4 207 9 792 Repayment of capital and advances by joint ventures 17 86 557 17 113 Acquisitions, capital injections and loans to joint ventures and associates 17 -45 612 -70 095 Dividends received from joint ventures and associates 17 8 034 10 533 Disposal of subsidiaries 17 CASH FROM INVESTING ACTIVITIES 44 341 -33 535 Proceeds from new loans 25 258 113 151 931 Repayment of financial debts 25 -143 372 -100 881 Sale of treasury shares 16 417 57 600 Gross dividends paid -28 907 -26 981 CASH FROM FINANCING ACTIVITIES 102 251 81 669 NET INCREASE OR DECREASE (-) IN CASH AND CASH EQUIVALENTS 125 319 -8 088 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 148 059 156 146 CASH AND CASH EQUIVALENTS AT THE END OF PERIOD 273 377 148 059 () Cash flows relating to equity accounted investees and disposal of subsidiaries have been represented from cash flow from operating activities to cash flow from investing activities to align the presentation to the nature of the underlying ca flows as defined by IFRS CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 161 D. Consolidated statement of changes in equity (in thousands EUR) CAPITAL RETAINED EARNINGS ACQUISITIO N RESERVE CURRENCY TRANSLATIO N RESERVE FOR DEFINED BENEFIT PLANS HEDGING RESERVES EQUITY TO BE ALLOCATE D TO OWNERS OF THE COMPANY NON CONTROL -LING INTERESTS TOTAL EQUITY 2021 Balance as at 01-01-2021 97 256 280 997 111 705 2 147 377 - 560 491 922 2 568 494 490 Before treasury shares 97 256 280 997 124 869 2 147 377 - 560 505 086 2 568 507 654 Treasury shares - - -13 164 - - - -13 164 -13 164 Profit of the period - 92 150 - - - - 92 150 195 92 345 Other comprehensive income - - - - 821 57 84 - 680 - 83 - 763 Dividends and other beneficiaries paid - -27 942 - - - - -27 942 -2 156 -30 098 Cash flow hedging - - - - - 253 253 253 Scope changes - - 167 - - - - - 167 10 828 10 661 Transactions on treasury shares - 4 545 11 871 16 416 16 416 Other changes - - 474 89 - - - - 385 - 385 Changes in the year - 68 112 11 960 - 821 57 337 79 645 8 784 88 429 Balance as at 31-12-2021 97 256 349 109 123 665 1 326 434 - 223 571 567 11 352 582 919 Before treasury shares 97 256 349 109 124 869 1 326 434 - 223 572 771 11 352 584 123 Treasury shares - - -1 204 - - - -1 204 - -1 204 CAPITAL RETAINED EARNINGS ACQUISITION RESERVE CURRENCY TRANSLATION RESERVE FOR DEFINED BENEFIT PLANS HEDGING RESERVES EQUITY TO BE ALLOCATED TO OWNERS OF THE COMPANY NON CONTROL- LING INTERESTS TOTAL EQUITY 2020 Balance as at 01-01-2020 97 256 258 344 70 321 55 175 - 426 151 2 011 428 162 Before treasury shares 97 256 258 344 124 869 55 175 - 480 699 2 011 482 710 Treasury shares - - -54 548 - - - -54 548 -54 548 Comprehensive income for the year - 33 272 - - - - 33 272 775 34 047 Other comprehensive income - - - 2 092 202 - 2 294 189 2 483 Dividends and other beneficiaries paid - -26 551 - - - - -26 551 - 430 -26 981 Cash flow hedging - - - - - - 560 - 560 - 560 Scope changes - - 23 - - - - - 23 23 Transactions on treasury shares - 16 216 41 384 - - - 57 600 57 600 Other changes - - 261 - - - - 261 - 261 Changes in the year - 22 653 41 384 2 092 202 - 560 65 771 557 66 328 Balance as at 31-12-2020 97 256 280 997 111 705 2 147 377 - 560 491 922 2 568 494 490 Before treasury shares 97 256 280 997 124 869 2 147 377 - 560 505 086 2 568 507 654 Treasury shares - - -13 164 - - - -13 164 - -13 164 A gross dividend of EUR 3,05 per share (excluding treasury shares) was proposed by the Board of Directors on March 10, 2022. It will be submitted to the shareholders for approval at the general meeting. The appropriation of income has not been recognized in the financial statements as of December 31, 2021. The share capital of Immobel SA is represented by 9 997 356 ordinary shares, including 26 965 treasury shares. As at December 31, 2021, 265 562 treasury shares have been sold during the current year for an amount of EUR 16 416 thousand which includes a realized net gain of EUR 4 545 thousand. In accordance with IAS 32, these own shares are presented in deduction of the equity. These own shares have neither voting rights nor dividend rights. On December 31, 2021 the treasury shares, resulting from the merger with ALLFIN, remain valued at the share price on June 29, 2016, which was the date of the merger. As per Immobel’s 2020 result allocation, EUR 27 609 thousand have been paid out as dividends and EUR 333 thousand were allocated to a charity fund. The currency translation adjustments are related to Polish entities for which the functional currency is in zloty. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 162 E. Accounting principles and methods 1) General information Immobel (“the Company”) is a company domiciled in Belgium whose shares are publicly traded (Euronext – IMMO). The consolidated financial statements of the Group comprise the Company, its subsidiaries, and the Group’s interest in associates and joint arrangements (referred to as “The Group”). The Group is active in the property development business, with activities in Belgium, France, Luxemburg, Germany, Poland and Spain 2) Statement of compliance with IFRS The consolidated financial statements have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union. The consolidated financial statements were authorized for issue by the Company’s board of directors on March 10, 2022. The consolidated statements of the Group as disclosed in this annual report take into account new standards applicable as from January 1, 2021. Following standards and amendments were applied to the Group’s financial statements for the year 2021. These standards were either not applicable or did not have a material impact to the Group’s financial statements. STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2021 Following new standards or amendments to IFRS are effective as from January 1, 2021 but are either not material or do not have a material impact on the 2021 Group’s financial statements . • Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 • Covid-19-Related Rent Concessions beyond 30 June 2021 Amendment to IFRS 16 STANDARDS AND INTERPRETATIONS PUBLISHED, BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2021 The Group has not anticipated the following standards and interpretations which are not yet applicable on 31 December 2021: • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates, • IFRS 17 Insurance Contracts; including Amendments to IFRS 17 - endorsed; effective date 1 January 2023 • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (applicable for annual periods beginning on or after 1 January 2023, but not yet endorsed in the EU) • Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (applicable for annual periods beginning on or after 1 January 2022, but not yet endorsed in the EU) • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts - Cost of Fulfilling a Contract (applicable for annual periods beginning on or after 1 January 2022) • Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (applicable for annual periods beginning on or after 1 January 2022) • Annual Improvements to IFRS Standards 2018–2020 (applicable for annual periods beginning on or after 1 January 2022) • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies The process for determining the potential impact of these standards and interpretations on the Group's consolidated financial statements is ongoing. The group does not expect any significant changes resulting from the application of these standards. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 16 3 3) Preparation and presentation of the financial statements The consolidated financial statements are presented in thousands of EUR. They are prepared on the historical cost basis, except for some financial instruments which are measured at fair value, as explained in the accounting policies below. GOING CONCERN In this context of crisis, the Group has paid particular attention to adequately reflect the current and expected impact of the COVID-19 situation on the financial position, performance and cash-flows of the company, applying the IFRS accounting principles in a consistent manner. • General business performance COVID-19 is currently still having an impact on the activity of the company and the sector as a whole mainly with respect to progress in permitting as well as for office related commercial activities. • Impairment losses on non-financial assets With the exception of the goodwill arisen from the acquisition of Nafilyan & Partners for which an annual impairment test is performed, the Group is required to conduct in accordance with the provisions of IAS 36, impairment tests where there is an indication of impairment of an asset. Immobel Group identified neither evidence nor triggering events that would require asset impairment decisions and refers to the impairment test carried out as per note 13 of the Group’s last annual consolidated Financial Statements as at and for the year ended December 31, 2021 and concluded that no impairment charge needs to be recognised in the current year against goodwill.– see note 13. • Valuation of financial assets and expected credit losses The COVID-19 crisis gives rise to a potentially increased credit risk and may therefore affect the amount of impairment losses to be recognized in respect of expected credit losses. The Group has therefore monitored payment receipts and counterparty risk more closely, noting no significant deterioration. The impact of the “expected credit losses” (ECL) remains immaterial, especially since a physical asset can be considered, in most cases, as a collateral (guarantee) in the assessment. • Valuation of inventories With regard to the inventories (projects to be developed), the assumptions used to assess the recoverability of the project under development have been consistently reviewed and updated based on the most recent market data, without significant impact. No write-downs have been identified as per December 31, 2021. • Financial risks (financing, liquidity, compliance with financial ratio) Financial risks have been monitored carefully. As a buffer against these market conditions the company has a cash position of EUR 273 million at the end of December 2021, available corporate lines of EUR 15 million and EUR 691 million of confirmed project finance lines of which EUR 384 million were used. Liquidity risk and trends in interest rate and exchange rate markets, have been reviewed and the related information has been updated based on data available at December 31, 2021 – see note 25. • Deferred tax assets Immobel’s deferred tax asset positions were reviewed in order to ensure their recoverability through future taxable income. The Group also monitored changes to legislation, revisions to tax rates and other tax measures taken in response to the crisis. The company did not identify significant impact of the COVID-19 crisis on the estimated future taxable profit. • Provisions The Group reviewed whether any current obligations were likely to give rise to the recognition of provisions, noting no specific risk. • Performance indicators and presentation of COVID-19 impacts in the income statement The financial impacts of the crisis were rather limited. The Group has neither adjusted its performance indicators, nor included new indicators to describe the impacts of COVID- 19. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 164 • Application of support measures In Belgium, as well as in other countries, the Group utilized government temporary unemployment schemes and deferred the disbursement of some tax debts, all being paid as per December 31, 2021. • Subsequent events Given the uncertainties related to the health crisis and the constantly changing environment, the Group paid particular attention to events that occurred during the period from December 31, 2021 until the approval of the financial statements by the Board of Directors – see note 32. • Going concern Actuals related to 2021 and forecast for 2022 show that the management assessment related to the going concern of the company remains appropriate. 4) Consolidation rules The consolidated financial statements include the financial statements of the Company and its subsidiaries, as well as interests in joint ventures and in associated companies accounted for using the equity method. All intragroup balances, transactions, revenue and expenses are eliminated, except for the companies accounted for using the equity method; for which only the unrealised profits on transactions with equity-accounted investees are eliminated (to the extent of the investor's interest in the investee). SUBSIDIARIES Subsidiaries are companies controlled by the Group. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involvement with the investee; and • has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. The financial statements of subsidiaries are included in the consolidated financial statements from the date when control begins until the date when control ends. NON CONTROLLING INTEREST Non-controlling interests are measured at their proportionate share of the acquirees identifiable net assets at the date of acquisition. INTERESTS IN JOINT VENTURES A joint venture is a contractual agreement whereby the Group and one or several parties agree to undertake an economic activity under joint control. The joint venture agreement generally results in the creation of one or more distinct jointly controlled entities. When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investee. In such case the negative investment in equity accounted investees is deducted from other components of the investor’s interest in the equity accounted investee (borrowings to equity accounted investees). If the negative investment in equity accounted investees exceeds the investor’s interest, a liability is recognized for the net amount. The group makes this assessment on a project basis. INTERESTS IN ASSOCIATES Associates are entities over which the Group has significant influence through its participation in their financial and operating policy decisions. They are neither subsidiaries, nor joint ventures of the Group. Significant influence is presumed if the Group, directly or indirectly, holds 20 % or more but less than 50 % of the voting rights. Interests in associates are accounted for in the consolidated financial statements using the equity method, from the date when significant influence begins until the date when it ends. The book value of interests is decreased, if applicable, so as to record any impairment of individual interests. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 165 DIFFERENT REPORTING DATES The financial statements of subsidiaries, joint ventures and associates with reporting dates other than 31 December (reporting date of the Company) are adjusted so as to take into account the effect of significant transactions and events that occurred between the reporting date of the subsidiary, joint venture or associate and 31 December. The difference between 31 December and the reporting date of the subsidiary, joint venture or associate never exceeds 3 months. BUSINESS COMBINATIONS AND GOODWILL Immobel analyses any acquisition of subsidiaries based on IFRS 3 and integrates the criteria suggested by IFRS 3 §B5 to B12 to identify any business combination and to define a business. Immobel accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities an assets is a business, the Group assesses whether the acquired set has the ability to produce outputs. Immobel has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit and loss immediately. Transaction costs are expenses as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. 5) Foreign currencies TRANSLATION OF FINANCIAL STATEMENTS OF FOREIGN ENTITIES The balance sheets of foreign companies are translated in EUR at the official year-end exchange rate and income statements are translated at the average exchange rate for the financial year. Translation differences resulting therefrom are included under shareholders’ equity under “translation differences”. Upon disposal of an entity, translation differences are recognised in profit and loss. TRANSACTIONS OF FOREIGN CURRENCIES Transactions are first recorded at the exchange rate prevailing on the transaction date. At each end of the financial year, monetary assets and liabilities are converted at the exchange rates on the balance sheet date. Gains or losses resulting from this conversion are recorded as financial result. 6) Intangible assets Intangible assets are recorded in the balance sheet if it is likely that the expected future economic benefits which may be allocated to assets will flow to the entity and if the cost of the assets can be measured reliably. Intangible assets are measured at cost less accumulated amortisation and any impairment losses. Intangible assets are amortised using the straight-line method on the basis of the best estimate of their useful lives of 3 to 5 years. The amortisation period and method are reviewed at each reporting date. 7) Goodwill Goodwill is initially recognised and measured as set out above. Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or Groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 166 On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 8) Property, plant and equipment Tangible assets are measured at cost less accumulated depreciation and any impairment losses. Fixed assets are depreciated prorata temporis on a straight-line basis over their useful lives. Useful lives have been determined as follows: • buildings: 20 to 50 years, • furniture and equipment: 3 to 10 years, • installations, complexes, machinery and specific equipment’s: 5 to 20 years. Land has an unlimited useful life and therefore it is not depreciated. Subsequent expenses related to tangible assets are only capitalised if it is likely that future economic benefits associated with the item will flow to the entity and if the cost of the item can be measured reliably. Buildings under construction for manufacturing, leasing or administrative purposes are recorded at cost less any impairment loss. Depreciation of these assets begins when the assets are ready to be used. 9) Investment property Investment property is measured in accordance with the cost model of IAS 40 - Investment property. They represent real property (land and/or buildings under construction or available) held by the Group so as to earn rent and/or create value for property rather than use or sell them. They mainly relate to buildings acquired to be redeveloped and which are leased out until the beginning of development. Investment property is amortized over a period until the beginning of development, at which time they are transferred to inventories, and taking into account a residual value estimated at that date. 10) Leases AS A LESSEE The Group assesses whether a contract is or contains a lease, at inception of the contract With respect to all lease arrangements in which the Group is the lessee, a lease liability (i.e. a liability to make lease payments) will be recognized, as well as a right-of-use asset (i.e. an asset representing the right to use the underlying asset over the lease term), except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The Group’s leased assets relate mainly to buildings and transportation equipment. The right-of-use assets are presented separately in the consolidated statement of financial position, and the lease liabilities are presented as part of financial debt. The right-of-use asset is initially measured at the amount of the lease liability plus any initial direct costs incurred by the lessee. Adjustments may also be required for lease incentives, payments at or prior to commencement and restoration obligations or similar. After lease commencement, the right-of-use asset is measured using a cost model. Under the cost model a right-of-use asset is measured at cost less accumulated depreciation and accumulated impairment. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described under section 17 hereunder. The lease liability is initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently remeasured to reflect changes in: • the lease term (using a revised discount rate); CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 167 • the assessment of a purchase option (using a revised discount rate); • the amounts expected to be payable under residual value guarantees (using an unchanged discount rate); or • future lease payments resulting from a change in an index or a rate used to determine those payments (using an unchanged discount rate). The remeasurements are treated as adjustments to the right-of-use asset. AS A LESSOR The Group enters into lease agreements as a lessor with respect to its investment properties. These mainly relate to buildings acquired to be redeveloped and which are rented until the beginning of development. These contracts are classified as operating leases. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. 11) Financial instruments Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. The financial assets include the investments in equity instruments designated at fair value through profit or loss, loans to related parties, receivables including trade receivables and other receivables, derivative financial instruments, financial assets at fair value through profit or loss, cash and cash equivalents. The acquisitions and sales of financial assets are recognised at the transaction date. FINANCIAL ASSETS – DEBT INSTRUMENTS All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Debt instruments that meet the following conditions are subsequently measured at amortised cost: • The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Debt instruments include • Receivables that are measured at amortised cost (advances to joint ventures and associates, other non-current financial assets); • Trade receivables measured at amortised cost; • Cash and cash equivalents. Cash includes cash at bank and current financial accounts with non-consolidated companies. Cash equivalents consist of risk-free investments with maturities of up to three months or which can be converted into cash almost immediately. These items are recorded in the statement of financial position at their nominal value. Bank overdrafts are included in current financial liabilities. FINANCIAL ASSETS – INVESTMENTS IN EQUITY INSTRUMENTS On initial recognition, all equity investments are measured at fair value through profit and loss unless the entity makes an irrevocable election to measure the instrument at fair value on other comprehensive income (only possible if not held for trading). Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in the income statement. AMORTISED COST AND EFFECTIVE INTEREST METHOD The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 168 For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS The Group has elected to adopt the hedge accounting requirements of IFRS 9 Financial Instruments where the hedging instrument and the hedged item match based on an assessment of the effectiveness of the hedge. The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a net investment in a foreign operation, the effective portion of changes in the fair value of a derivative or foreign exchange gains and losses for a non-derivative is recognised in OCI and presented in the translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign exchange gains and losses on the nonderivative is recognised immediately in profit or loss. The amount recognised in OCI is fully or partially reclassified to profit or loss as a reclassification adjustment on disposal or partial disposal of the foreign operation, respectively. IMPAIRMENT OF FINANCIAL ASSETS In relation to the impairment of financial assets and contract assets, an expected credit loss model is applied. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. Specifically, the following assets are included in the scope for impairment assessment for the Group: 1) trade receivables; 2) current and non-current receivables and loans to related parties; 3) contract assets; 4) cash and cash equivalents. IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. On the other hand, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Group is required to measure the loss allowance for that financial instrument at an amount equal to 12 month expected credit losses. For long term receivables, IFRS 9 provides a choice to measure expected credit losses applying lifetime or 12 month expected credit losses model. The Group selected the lifetime expected credit loss model. The expected credit loss is assessed for each financial asset on an individual basis and is generally immaterial in view of the fact that a physical asset can be considered as a collateral (guarantee) in the assessment of the expected credit loss : trade receivables generally relate to the sales of residential units under construction and advances to associates and joint ventures relate to financing projects under development. DERECOGNITION OF FINANCIAL ASSETS The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. FINANCIAL LIABILITIES All financial liabilities of the Group are subsequently measured at amortised cost using the effective interest method. Interest-bearing bank loans and overdrafts are recorded at the amount of cash obtained, after deduction of any transaction costs. After initial recognition, they are measured at amortized cost. Any difference between the consideration received and the redemption value is recognized in income over the period of the loan using the effective interest rate. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 169 The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. SHAREHOLDER’S EQUITY Issue costs that may be directly allocated to an equity transaction are recorded as a deduction from equity. As a consequence, capital increases are recorded at the proceeds received, net of issue costs. Similarly, equity transactions on own participation are recognised directly under shareholders' equity. When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium. CASH FLOWS Cash flows are inflows and outflows of cash and cash equivalents. Operating activities are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities. Acquisitions and sales of projects through the purchase of sale of assets are considered as operating activities and are presented as part of the cash flows from operating activities, whether the project is classified in inventory or in investment property if it is leased prior to its development. Investing activities are the acquisition and disposal of project companies, long-term assets and other investments not included in cash equivalents. Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity. Cash flows relating to equity accounted investees and disposal of subsidiaries have been represented from cash flow from operating activities to cash flow from investing activities to align the presentation to the nature of the underlying cash flows as defined by IFRS. 12) Inventories Inventories are measured at cost of the specific asset or net realisable value, whichever is lower. Net realizable value is the estimated selling price in the ordinary course of business, less estimated completion costs and costs to sell. The acquisition cost of purchased goods includes acquisition cost and expenses directly attributable to the purchases. For finished goods and work in progress, the cost price takes into account direct expenses and a portion of production overhead without including administrative and financial expenses. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated cost necessary to make the sale. The impairment in value or loss on inventories to bring them to their net realisable value is recognised as an expense in the year when the impairment in value or loss occurs. The interests incurred during construction are capitalised. The costs of borrowings are activated depending on the nature of the funding. The cost of funding defined as "project financing" are fully allocated to projects funded. The costs of "Corporate" and "Bonds" financing are partially allocated based on an allocation key taking into account the projects under development and the amounts invested. The activation of the borrowing costs stops as soon as the project is ready for its intended sale. 13) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is probable that an outflow of resources will be necessary to settle the obligation and when a reliable estimate of the amount of the obligation can be made. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation if necessary. WARRANTIES A provision for warranties is made when underlying products or services are sold. The measurement of the provision is based on historical data and by weighing all possible outcomes to which probabilities are associated (expected value method). CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 170 CONTINGENT LIABILITIES AND CONTINGENT ASSETS Contingent liabilities, which occurrence is not probably, are not recognized as a provision and are mentioned in the notes to the financial statements, provided that the risk is not remote. Contingent assets are not recognized in the financial statements. 14) Employee benefits POST-EMPLOYMENT BENEFITS The Group operates a defined-benefit pension plan and a defined-contribution pension plan. • « Defined-contribution » pension plan Contributions to these pension plans are recognized as an expense in the income statement when incurred. • « Defined-benefit » pension plan For such a plan, the cost of corresponding commitments is determined using the Projected Unit Credit Method, with present values being calculated at year end. The amount recognised in the balance sheet represents the present value of commitments in terms of the defined benefit pension plans, less the fair value of plan assets and costs of rendered services not yet recognised. Any asset resulting from this calculation is limited to the present value of possible refunds to the Group and the decreases in future contributions to the plan. Actuarial gains and losses are directly recorded in the other elements of comprehensive income and are presented in the statement of comprehensive income. BONUSES Bonuses granted to company employees and senior executives are based on targets relating to key financial indicators. The estimated amount of bonuses is recognized as an expense in the year to which they relate. 15) Grants related to assets or investment subsidies Received government grants related to assets or investment subsidies are recognised in the balance sheet (presented under other long-term liabilities) as deferred income. They are recognised as income in equal amounts over the expected useful life of the related asset. 16) Operating revenue Group revenue comes mainly from Real Estate Development activities (including Project Management services) and also from lease agreements. Under IFRS 15, revenue must be recognised when the customer gains control of the goods or services sold, for a sum which reflects what the entity expects to receive for the goods or services. The main categories of sale contracts used by the Group comprise: SALES OF OFFICE BUILDINGS In accordance with IFRS 15, Immobel assesses on a case-by-case basis: • Whether the agreement, the contract or the transaction falls within the scope of IFRS 15, including by taking into account the probability of the entity recovering the consideration to which it is entitled; • Whether, under a contract, the sale of the land, the development and the commercialisation represent distinct performance obligations; • Whether, for each obligation, the revenue is subject to a gradual transfer of control, particularly for projects which satisfy the third criterion defined by IFRS 15.36 (“Performance creating a specific asset and giving rise to an enforceable right to payment for performance completed to date"), and must be recognised over time. SALES OF RESIDENTIAL PROJECTS For “Residential” projects, the analysis has distinguished the revenue from contracts for which the contractual provisions and the legal context (Breyne Act in Belgium or equivalent in Luxembourg, France and Germany) establish a gradual transfer of the control of the asset to the purchaser as the construction progresses from the other revenue linked to the completion of an obligation. Projects involving residential units - Breyne Act contracts (Belgium, Luxembourg, France and Germany) CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 171 The legal framework in Belgium and Luxembourg gradually transfers the ownership of a residential unit to the purchaser during the construction period. In such a situation, the performance obligation is fulfilled over time since control over the asset is transferred as the construction progresses. A single margin (with no distinction between “land” and “development”) is recognised over time for each sale as the asset under development is transferred. Projects involving residential units - other provisions (Poland) The regulatory framework in Poland requires to recognise the revenue upon completion of the performance obligation (upon the signing of the final deed, once the unit being sold is delivered). Other sales of residential projects Other types of sale may occur (block sale of a project, hotel, commercial space, etc.). Such transactions are therefore subject to an analysis on a case-by-case basis using an approach similar to that described for the “Office” schemes. LANDBANKING For this segment, the sales revenue is recorded when the asset is transferred. The revenue from the sale of a project is recognized in gross (sales price and cost of sales) regardless of the structure of the transaction (share deal / asset deal). Disposals of controlled companies dedicated to a project are therefore considered part of the normal business of the Group and are therefore recognized in sales and cost of sales (IFRS 15). In other circumstances, IFRS 10 will be applied. The method of legal ownership has no impact on the recognition of the margin but on its presentation, which will differ depending on whether it is: • Direct property, subsidiary: the results are recorded in sales and cost of sales irrespective of the legal structure of ownership of the asset; • Joint ventures: in accordance with IFRS 11, when a partnership gives rise to joint control over net assets, Immobel recognizes an investment for its interest in the joint venture and recognizes it using the equity method (IAS 28). The result of the sales is therefore presented under the heading "Share in the profit or loss of joint ventures and associates" • Joint activities: in accordance with IFRS 11, in the case of a partnership under which the parties exercising joint control have asset rights, and liability obligations, Immobel recognizes assets, liabilities and results for its jointly held share. When the Group loses control of a subsidiary that does not contain a business as defined by IFRS 3 and retains an investment (partial sale of a company dedicated to a project), the transaction is treated as a transaction between an investor and its associate or joint venture and the gain or loss is recognised only to the extent of unrelated investors’ interest in the associate or joint venture. With respect to operating leases, rent is recognised under income on a straight-line basis over the term of the lease, even if payments are not made on this basis. Lease incentives granted by the Group in negotiating or renewing an operating lease are recognised as a reduction of the lease income on a straight-line basis over the term of the lease. Rent income are presented as other operating income in the consolidated statement of comprehensive income. 17) Impairment on non-financial assets The carrying amount of non-current assets (other than financial assets in the scope of IFRS 9, deferred taxes and non- current assets held for sale) is reviewed at the end of each reporting period in order to determine if an indication exists that an asset has impaired. If such indication exists, the recoverable amount is then determined. Regarding intangible assets with indefinite useful lives and goodwill, the recoverable amount is estimated at the end of each reporting period. An impairment loss is recognized if the carrying amount of the asset or the cash-generating unit exceeds its recoverable amount. Impairment losses are presented in the income statement. When the recoverable amount cannot be individually determined for an asset, including goodwill, it is measured at the level of the cash generating unit to which the asset belongs. The recoverable amount of an asset or cash-generating unit is its fair value less selling costs or its use value, whichever is higher. The latter is the present value of expected future cash flows from the asset or the respective cash generating unit. In order to determine the value in use, the future cash flows are discounted using a pre-tax discount rate which reflects both the current market rate and the specific risks of the asset. A reversal of impairment loss is recognised under income if the recoverable amount exceeds the net book value. However, the reversal may not lead to a higher book value than the value that would have been determined if no impairment loss had been initially recorded on this asset (cash-generating unit). No reversal of impairment loss is recognized on goodwill. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 172 18) Taxes Income tax for the year includes current and deferred tax. Current and deferred income taxes are recognised in profit and loss unless they relate to items recognised directly under shareholders' equity or other comprehensive income, in which case they are also recognised under shareholders' equity or other comprehensive income. Current tax is the amount of income taxes payable (or recoverable) on the profit (or loss) in a financial year and the adjustments to tax charges of previous years. Deferred tax is recognised using the liability method of tax allocation, based on timing differences between the book value of assets and liabilities in the consolidated accounts and their tax basis. Deferred tax liabilities are recognised for all taxable timing differences. Deferred tax assets are only recognised for deductible timing differences if it is likely that in the future they may be used against taxable income. This criterion is re-evaluated at each reporting date. 19) Discontinued operations and non-current assets held for sale A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale. Such component represents a separate major line of business or geographical area of operations that can be clearly distinguished, operationally and for financial reporting purposes. The net result of discontinued operations (including possible results on disposal and taxes) is presented separately from the continued operations in the income statement. Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property or biological assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted. 20) Main judgements and main sources of uncertainties related to the estimations The deferred tax assets are only recorded as far that they may be in the future used against taxable income. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. The tangible and intangible assets with a fixed useful live are straight line depreciated based on the estimation of the live time of these fixed assets. Investment properties are amortized using the straight-line method based on an estimate of the duration up to the beginning of the development of the project, date when they are transferred to inventories, and taking into account a residual value estimated at that date. The goodwill is not amortised but is reviewed for impairment at least annually, or more frequently when there is an indication that one or more cash-generating unit(s) to which the goodwill has been allocated may be impaired. As part of the impairment tests, the recoverable value of an asset (or cash-generating unit) is estimated based on the present value of the expected cash flows generated by this asset (or cash-generating unit). For the provisions, the book value fits with the best estimation of the expense necessary to pay off the present obligation (legal or implicit) at closing date. The projects in inventory and works in progress are subject to feasibility studies used in determining the net realisable value and any required write down, and if applicable for the release of margin and the computation of the rate of completion. At each closing date, the expenses to be incurred are estimated. The assessment of the recoverable amount of a project involves assumptions about future events that are inherently subject to change. These assumptions include the expected selling price (depending on the nature of the project, its CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 173 location, etc…), the estimated total cost per project, the economic market conditions. These assumptions are monitored during the project by the project manager through the update of the feasibility and on a quarterly basis by the management. The valuation of the revenues from the sale of real estate development involves significant judgments, mainly related to the determination of the existence of an effective contract in accordance with IFRS 15, the assessment of when Immobel meets the performance obligation (at a specific point in time or over time (based on the percentage of completion)), the evaluation of the costs to be incurred and, in case the revenue is recognized at percentage of completion, the determination of the completion rate, taking into account the costs already incurred and the total estimated cost price. Income from the sale of a project is recognized in gross (sales price and cost of sales) regardless of the structure of the transaction (asset deal / share deal). Disposals of controlled companies dedicated to a project are therefore considered part of the Group’s normal business and are therefore recognized as revenue and cost of sales. The Group has decided this presentation taking into account the specificities of its sector and activity. End December 2019, Immobel was notified with 2 decisions of the Belgian Council of State in a legacy file relating to the purchase of land plots in 2007 from the Université Libre de Bruxelles. A joint venture between Immobel and its partner, Thomas & Piron, obtained in 2014 all necessary building permits for the development of a residential project on the relevant land plot. The decision of the Council of State of end 2019, however, lead to an annulment of the building permits obtained back in 2014 due to the absence of a prior allotment permit at the time of purchase of the land from Université Libre de Bruxelles in 2007. The purchasers of the relevant apartment units were duly informed on the pending legal procedure before the Council of State at the time of purchase of their unit and their purchase deed provide for the right to apply for an annulment of the sale of their unit under certain circumstances, including in case regularisation of the relevant building permits is not realized within the contractual delay. The aforementioned situation is eligible for regularisation and, at the date hereof, Immobel and its partner Thomas & Piron are in the process of regularization and expect that the financial impact of such right to rescind will not materially impact the financial position of the joint venture partners. To the Directors’ knowledge, there should not be any circumstances likely to have any significant influence on the development of the Company. With respect to Covid-19 on the economic circumstances and on the financial performance of the company, the Board of Directors assesses on a continuous basis the going concern assumption of the company based on the FY 2022 budget. 21) Joint operations Immobel considers that the activities carried out under joint control through temporary vehicles, which do not have a legal personality, meet the definition proposed by the standard IFRS 11 of joint operation, which is a joint agreement by which parties that exercise joint control have rights over the assets, and obligations for the liabilities. As a consequence, the assets, liabilities, income and expense of the temporary vehicles are included in the financial statements of the Group under each relevant heading of the balance sheet and of the income statement in proportion to the share held by the Group in the temporary vehicle. 22) Segment reporting A segment is a distinguishable component of the Group, which generates revenues and costs. The operating results are regularly reviewed by the Management Committee in order to monitor the performance of the various segments in terms of strategic goals, plans and budgets. In this context, the management has opted to follow up the operating results by country. F. Notes to the consolidated financial statements (in thousands EUR) 1) Operating segment - financial information by business segment The segment reporting is presented based on the operational segments used by the Board and Management to monitor the financial performance of the Group, being the geographical segments (by country). The choice made by Management to focus on geographical segment rather than on other possible operating segments is motivated by the new investments or projects in several new countries, which made this criterion more relevant for the follow up of business and better reflecting the organization of the Group. The core business of the Group, real estate development, is carried out in Belgium, Luxemburg, France, Germany, Poland and Spain. The breakdown of sales by country depends on the country where the activity is executed. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 174 The results and asset and liability items of the segments include items that can be attributed to a sector, either directly, or allocated through an allocation formula. In accordance with IFRS, the Company applied since January 1, 2014, IFRS 11, which strongly amends the reading of the financial statements of the Company but does not change the net income and shareholders’ equity. The Board of Directors believes that the financial data in application of the proportional consolidated method (before IFRS 11) give a better picture of the activities and financial statements. The “Internal” financial statements are those used by the Board and Management to monitor the financial performance of the Group and are presented below. SUMMARY OF THE CONSOLIDATED COMPREHENSIVE INCOME (INTERNAL VIEW) IINNCCOOMMEE SSTTAATTEEMMEENNTT EUR ('000) 3311//1122//22002211 3311//1122//22002200 OOPPEERRAATTIINNGG IINNCCOOMMEE 554499 004466 443311 115533 Revenues 526 799 413 751 Other operating income 22 247 17 402 OOPPEERRAATTIINNGG EEXXPPEENNSSEESS --443300 339900 --337788 774466 Cost of sales -396 929 -341 373 Cost of commercialisation - 439 -2 410 Administration costs -33 022 -34 964 SSAALLEE OOFF SSUUBBSSIIDDIIAARRIIEESS 2255 113333 Gain (loss) on sales of subsidiairies 25 133 JJOOIINNTT VVEENNTTUURREESS AANNDD AASSSSOOCCIIAATTEESS 6633 9900 Share in the net result of joint ventures and associates 63 90 OOPPEERRAATTIINNGG RREESSUULLTT 111188 774433 5522 663300 Interest income 3 835 4 810 Interest expense -13 299 -12 587 Other financial income / expenses - 43 - 973 FFIINNAANNCCIIAALL RREESSUULLTT --99 550066 --88 775500 RREESSUULLTT FFRROOMM CCOONNTTIINNUUIINNGG OOPPEERRAATTIIOONNSS BBEEFFOORREE TTAAXXEESS 110099 223366 4433 888800 Income taxes -17 596 -10 587 RREESSUULLTT FFRROOMM CCOONNTTIINNUUIINNGG OOPPEERRAATTIIOONNSS 9911 664411 3333 229933 RREESSUULLTT OOFF TTHHEE PPEERRIIOODD 9911 664411 3333 229933 Share of non-controlling interests - 509 21 SSHHAARREE OOFF IIMMMMOOBBEELL 9922 115500 3333 227722 RREEVVEENNUUEESS OOPPEERRAATTIINNGG RREESSUULLTT RREEVVEENNUUEESS OOPPEERRAATTIINNGG RREESSUULLTT EUR ('000) 3311//1122//22002211 3311//1122//22002211 3311//1122//22002200 3311//1122//22002200 Belgium 273 307 90 851 240 913 43 456 Luxembourg 119 491 22 616 44 773 11 106 France 87 530 938 64 057 -8 686 Germany 44 637 4 724 35 010 5 375 Poland 1 834 - 386 28 999 1 379 Spain TTOOTTAALL CCOONNSSOOLLIIDDAATTEEDD 552266 779999 111188 774433 441133 775511 5522 663300 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 175 SUMMARY OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION (INTERNAL VIEW) As at 31 December 2021 As at 31 December 2020 (1) Unallocated items: Assets: Deferred tax assets - Other non-current financial assets - Other non-current assets - Tax receivables - Other current financial assets - Cash and equivalents - Liabilities: Employee benefit obligations – Provisions - Deferred tax liabilities - Tax liabilities – Derivative financial instruments. SSTTAATTEEMMEENNTT OOFF FFIINNAANNCCIIAALL PPOOSSIITTIIOONN EUR ('000) 3311//1122//22002211 3311//1122//22002200 NNOONN--CCUURRRREENNTT AASSSSEETTSS 442288 887733 442200 227711 Intangible and tangible assets 3 102 2 021 Goodwill 43 789 43 789 Right-of-use assets 3 772 4 390 Investment property 274 666 294 494 Investments and advances to associates 63 555 46 945 Deferred tax assets 25 656 19 813 Other non-current assets 14 334 8 819 CCUURRRREENNTT AASSSSEETTSS 11 663388 661111 11 335566 332299 Inventories 1 017 975 997 161 Trade receivables 44 632 39 327 Tax receivables and other current assets 207 090 145 363 Cash and cash equivalents 368 914 174 478 TTOOTTAALL AASSSSEETTSS 22 006677 448844 11 777766 660000 TTOOTTAALL EEQQUUIITTYY 558822 779988 449922 990077 NNOONN--CCUURRRREENNTT LLIIAABBIILLIITTIIEESS 668877 112200 773311 007777 Financial debts 651 775 685 169 Deferred tax liabilities 34 190 44 745 Other non-current liabilities 1 155 1 163 CCUURRRREENNTT LLIIAABBIILLIITTIIEESS 779977 556655 555522 661166 Financial debts 453 077 291 112 Trade payables 98 943 83 177 Tax payables and other current liabilities 245 545 178 327 TTOOTTAALL EEQQUUIITTYY AANNDD LLIIAABBIILLIITTIIEESS 22 006677 448844 11 777766 660000 FFIINNAANNCCIIAALL PPOOSSIITTIIOONN IITTEEMMSS EUR ('000) NNOONN--CCUURRRREENNTT SSEEGGMMEENNTT AASSSSEETTSS CCUURRRREENNTT SSEEGGMMEENNTT AASSSSEETTSS UUNNAALLLLOOCCAATTEEDD IITTEEMMSS ¹¹ CCOONNSSOOLLIIDDAATTEEDD Belgium 207 677 1029 503 1237 180 Luxembourg 27 345 191 206 218 551 France 91 302 38 370 129 673 Germany 1 21 715 21 716 Poland - 11 26 234 26 223 Spain 5 23 752 23 757 Unallocated items 1 410 384 410 384 TTOOTTAALL AASSSSEETTSS 332266 331199 11 333300 778811 441100 338844 22 006677 448844 FFIINNAANNCCIIAALL PPOOSSIITTIIOONN IITTEEMMSS EUR ('000) SSEEGGMMEENNTT LLIIAABBIILLIITTIIEESS UUNNAALLLLOOCCAATTEEDD IITTEEMMSS ¹¹ CCOONNSSOOLLIIDDAATTEEDD Belgium 1087 218 1087 218 Luxembourg 130 033 130 033 France 123 693 123 693 Germany 18 476 18 476 Poland 46 773 46 773 Spain 23 408 23 408 Unallocated items 1 55 085 55 085 TTOOTTAALL LLIIAABBIILLIITTIIEESS 11 442299 660000 5555 008855 11 448844 668855 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 176 For the analysis of projects in progress by operational segment, inventories should be taken into consideration, as well as investment property, since the latter contains leased out property acquired with a view to be redeveloped. RECONCILIATION TABLE For segment information, joint ventures are consolidated using the proportional method. The adjustments result from the application of IFRS 11, resulting in the consolidation of joint ventures using the equity method. INVENTORIES AND INVESTMENT PROPERTY EUR ('000) 3311//1122//22 002211 3311//1122//22 002200 Belgium 732 672 761 788 Luxembourg 171 429 245 067 France 223 811 139 603 Germany 59 033 61 875 Poland 70 435 49 367 Spain 35 261 33 955 TT OOTTAALL IINNVVEENNTTOORRII EESS AANNDD II NNVVEE SSTTMMEENNTT PPRROOPPEE RRTTYY 11 229922 664411 11 229911 665555 OOppeerraattiinngg AAddjjuussttmmeennttss PPuubblliisshheedd EUR ('000) SSeeggmmeenntt IInnffoorrmmaattiioonn Revenues 552266 779999 -147 291 337799 550099 Operating result 111188 774433 -19 685 9999 005588 Total balance sheet 22 006677 448844 -382 335 11 668855 114499 3311//1122//22002211 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 177 2) Revenues The Group generates its revenues through commercial contracts for the transfer of goods and services in the following main revenue categories: The diversification of the Group's "customers" portfolio guarantees its independence in the market. For Belgium, the projects Commerce 46 and O'Sea but also at international level, Eden Tower Frankfurt in Germany Laangfur in Luxemburg and other residential projects in France have mainly contributed to the turnover. Revenue on commercial contracts is recognized when the customer obtains control of the goods or services sold for an amount that reflects what the entity expects to receive for those goods and services. Residential units are invoiced over time, based on predefined milestones. Payment terms for office sales are negotiated and stipulated in the individual contracts. Landbanking sales are due at the moment of the notarial deed. The contractual analysis of the Group's sales contracts led to the application of the following recognition principles: SALES OF OFFICE BUILDINGS The revenue from office sale contracts is recognized after analysis on a case-by-case basis of the performance obligations stipulated in the contract (land, buildings, commercialisation). The revenue allocated to each performance obligation is recognized: • either upon progress of completion when the goods or services are the subject to a gradual transfer of control; • or at the transfer of control of goods or services rendered. RESIDENTIAL PROJECT SALES For "Residential" projects, revenue is recognized according to the contractual and legal provisions in force in each country to govern the transfer of control of projects sold in the future state of completion. • Belgium / Luxembourg / France / Germany: (Breyne Act or equivalent) with gradual transfer of ownership over time, except if a specific transaction with transfer of ownership needs to be considered in point in time. • Poland: when the performance obligation is fulfilled with transfer of ownership (at the signing of the final act, once the sold unit has been delivered). OOffffiicceess RReessiiddeennttiiaall LLaa nnddbbaa nnkkiinngg 3311//1122//22002211 Belgium 74 219 55 314 31 809 161 342 Luxembourg 6 376 96 498 102 874 France 1 951 66 555 68 506 Germany 44 726 44 726 Poland 541 1 520 2 061 TToottaall 8833 008877 226644 661133 33 11 880099 3377 99 550099 OOffffiicceess RReessiiddeennttiiaall LLaa nnddbbaa nnkkiinngg 3311//1122//22002200 Belgium 100 243 97 330 19 668 217 241 Luxembourg 1 415 25 491 26 906 France 625 55 431 56 056 Germany 35 010 35 010 Poland 562 28 704 29 266 TToottaall 110022 884466 224411 996655 1199 666688 336644 447799 Cross-analysis by type of project and by geographical zone - EUR ('000) Cross-analysis by type of project and by geographical zone - EUR ('000) CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 178 LANDBANKING The sales revenue is generally recorded when the asset is transferred. The breakdown of sales according to these different recognition principles is as follows: With regards to the offices, Management assessed the sales contract of the Commerce 46 project, and came to the conclusion that the contract was in scope of IFRS 15 and therefore should be recognized over time. The revenues related to the residences and recognised in “Point in time” are composed of the sales in Poland and the sales of the projects Laangfur and Beggen in Luxemburg. Revenues relating to performance obligations unrealized or partially realized at 31 December 2021 amounted to EUR 107 million. It mainly concerns the sales of residential units of which construction is in progress (for the totality of their value or the unrecognized part based on progress of completion) as well as the sales of offices of which the contract analysis deemed to assume that the recognition criteria were not met under IFRS 15. The Group’s management estimates that 81 % of the price allocated to these outstanding performance obligations as at December 31, 2021 will be recognized as revenue in fiscal year 2022. 3) Other operating income Break down as follows: The increase in rental income is due to acquisition of investment property at the end of 2020. EUR ('000) PPooiinntt iinn ttiimmee OOvveerr ttiimmee 3311//1122//22002211 OOFFFFIICCEESS 11 993311 8811 115566 8833 008877 RREESSIIDDEENNTTIIAALL 9922 226600 117722 335522 226644 661122 Residential unit per project - Breyne Act or equivalent 172 352 172 352 Residential unit per project - Other 92 260 92 260 LLAANNDDBBAANNKKIINNGG 3311 881100 3311 881100 TTOOTTAALL RREEVVEENNUUEE 112266 000011 225533 550088 337799 550099 EUR ('000) PPooiinntt iinn ttiimmee OOvveerr ttiimmee 3311//1122//22002200 OOFFFFIICCEESS 110022 884466 110022 884466 RREESSIIDDEENNTTIIAALL 2288 770044 221133 226611 224411 996655 Residential unit per project - Breyne Act or equivalent 213 261 213 261 Residential unit per project - Other 28 704 28 704 LLAANNDDBBAANNKKIINNGG 1199 666688 1199 666688 TTOOTTAALL RREEVVEENNUUEE 115511 221188 221133 226611 336644 447799 TTiimmiinngg ooff rreevveennuuee rreeccooggnniittiioonn TTiimmiinngg ooff rreevveennuuee rreeccooggnniittiioonn EUR ('000) 3311//1122//22002211 3311//1122//22002200 OOFFFFIICCEESS Construction, commercialisation and other contractual arrangements 39 714 10 618 RREESSIIDDEENNTTIIAALL Construction of sold units 67 641 46 942 LLAANNDDBBAANNKKIINNGG TTOOTTAALL 110077 335555 5577 556600 Revenues relating to performance obligations unrealized or partially realized at 31 December 2020 amounted to EUR 57,6 million. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 179 4) Cost of sales Cost of sales is allocated as follows per geographical area: And are related to the turnover and the projects mentioned in note 2. 5) Cost of commercialisation This caption includes the fees paid to third parties in relation with the turnover, which are not capitalized under "Inventories" heading. Cost of commercialization is allocated as follows per geographical area: 6) Administration costs Break down as follows: () 2020 has been re-presented to better reflect the project monitoring costs capitalised under “inventories”. PERSONNEL EXPENSES Break down as follows: () 2020 has been re-presented to better reflect the project monitoring costs capitalised under “inventories”. The capitalization of costs under “inventories” has increased in 2021 following an improvement in the allocation mechanism of overhead costs in 2020 as well as an increase in activities in the French residential business. AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS Break down as follows: The increase in depreciation is due to acquisition of investment property at the end of 2020. EUR ('000) 3311//1122//22002211 3311//1122//22002200 (()) Personnel expenses -7 768 -15 291 Amortisation, depreciation and impairment of assets -4 584 -3 684 Other operating expenses -14 455 -12 082 TTOOTTAALL AADDMMIINNIISSTTRRAATTIIOONN CCOOSSTTSS --2266 880077 --3311 005577 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 180 OTHER OPERATING EXPENSES Break down as follows: () 2020 has been re-presented to better reflect the project monitoring costs capitalised under “inventories”. Main components of services and other goods: () 2020 has been re-presented to better reflect the project monitoring costs capitalised under “inventories”. Amount of fees allocated during the year to KPMG S.A./N.V and its network: The missions outside the audit mission were approved by the Audit & Risk Committee. Main components of variations in provisions: 7) Gain on sale of affiliates Break down as follows: 8) Share in the result of joint ventures and associates, net of tax The share in the net result of joint ventures and associates breaks down as follows: The increase of the net result is mainly due to the sale of Mobius II and the result generated by M1. Further information related to joint ventures and associates are described in note 17. EUR ('000) 3311//1122//22002211 3311//1122//22002200 (()) Services and other goods -10 269 -11 468 Other operating expenses -4 036 -1 813 Provisions - 150 1 198 TTOOTTAALL OOTTHHEERR OOPPEERRAATTIINNGG EEXXPPEENNSSEESS --1144 445555 --1122 008822 EUR ('000) 3311//1122//22002211 3311//1122//22002200 ((*)) Service charges of the registered offices -3 185 -1 599 Third party payment, including in particular the fees paid to third parties and related to the turnover -5 193 -1 389 -1 891 -8 480 TTOOTTAALL SSEERRVVIICCEESS AANNDD OOTTHHEERR GGOOOODDSS --1100 226699 --1111 446688 Other services and other goods, including company supplies, advertising, maintenance and repair expense of properties available for sale awaiting for development EUR ('000) 3311//1122//2200 2211 3311//1122 //22002200 Audit fees at consolidation level - 451 - 429 Fees for extraordinary services and special missions accomplished within the Group: - 82 - 180 - Missions of legal advice - 10 - 12 - Tax advice and other missions - 37 - 138 - Other missions outside the audit mission - 25 - 30 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Provisions related to the sales 17 - 430 Other provisions 197 1 629 TTOOTTAALL VVAARRIIAATTIIOONNSS IINN PPRROOVVIISSIIOONNSS 221144 1 Increase - 510 -1 322 Use and reversal 724 2 520 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Sale price of subsidiaries 25 9 792 Book value of sold or liquidated investments -9 659 GGAAIINN OONN SSAALLEESS OOFF SSUUBBSSIIDDIIAARRIIEESS 2255 113333 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Operating result 64 561 13 343 Financial result -4 441 -2 195 Income taxes -15 589 -3 154 RREESSUULLTT OOFF TTHHEE PPEERRIIOODD 4444 553311 77 999944 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 181 9) Net financial costs The financial result breaks down as follows: 10) Income taxes Income taxes are as follows: Infinity living is the main contributor to the current income taxes and by extend to the deferred taxes. The reconciliation of the actual tax charge with the theoretical tax charge is summarised as follows: The change in effective tax rate is mainly due to the tax impact on the non-taxable income and use of tax losses in Immobel S.A., Immobel Holding Luxembourg and Immobel France. EUR ('000) 3311//1122//22002211 3311//1122//22002200 Cost of gross financial debt at amortised cost -15 612 -15 543 Activated interests on projects in development 9 364 3 684 Fair value changes - 358 291 Interest income 4 983 5 773 Other financial income and expenses -3 471 -1 500 FFIINNAANNCCIIAALL RREESSUULLTT --55 009944 --77 229955 Cost of gross financial debt at amortised costs -15 612 -15 543 Amortization of loan expenses 356 292 Change in interest paid / unpaid 513 -3 684 PPAAIIDD IINNTTEERREESSTTSS ((SSTTAATTEEMMEENNTT OOFF CCAASSHH FFLLOOWW)) --1155 445566 --1188 993366 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Current income taxes for the current year -15 416 -10 756 Current income taxes for the previous financial years 505 - 265 Deferred taxes on temporary differences 13 292 2 371 TTOOTTAALL OOFF TTAAXX EEXXPPEENNSSEESS RREECCOOGGNNIIZZEEDD IINN TTHHEE SSTTAATTEEMMEENNTT OOFF CCOOMMPPRREEHHEENNSSIIVVEE IINNCCOOMMEE --11 661199 --88 665500 Current taxes -15 236 -11 021 Change in tax receivables / tax payables 8 985 5 009 PPAAIIDD IINNCCOOMMEE TTAAXXEESS (( SSTTAATTEEMMEENNTT OOFF CCAASSHH FFLLOOWW)) --66 225511 --66 001111 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Result from continuing operations before taxes 93 964 42 696 Result from joint ventures and associates -44 531 -7 994 4499 443333 3344 770022 THEORETICAL INCOME TAXE CHARGE AT : 2255,,0000%% 2255,,0000%% -12 358 -8 675 Tax impact - non-taxable income 7 835 1 047 - non-deductible expenses - 959 - 703 5 802 685 - tax losses of current year on which no DTA is recognised -2 853 -1 511 - tax losses of prior years on which a DTA is recognised 1 194 925 - (un)recognized tax latencies 1 018 251 - different tax rates 612 822 - Income taxes for the previous financial years -1 910 -1 491 TTAAXX CCHHAARRGGEE --11 661199 --88 665500 EEFFFFEECCTTIIVVEE TTAAXX RRAATTEE OOFF TTHHEE YYEEAARR 33,,2288%% 2244,,9933%% RREESSUULLTT BBEEFFOORREE TTAAXXEESS AANNDD SSHHAARREE IINN TTHHEE RREESSUULLTT OOFF JJOOIINNTT VVEENNTTUURREESS AANNDD AASSSSOOCCIIAATTEESS - use of tax losses and notional interests deduction carried forward on which no DTA was recognised in previous years CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 182 11) Earnings per share The basic result per share is obtained by dividing the result of the year (net result and comprehensive income) by the average number of shares. Basic earnings per share are determined using the following information: To take into account the potential dilutive impact of performance shares, diluted earnings per share are calculated. The calculation of the diluted earnings per share is based on the following data: 12) Intangible assets Intangible assets evolve as follows: 13) Goodwill The goodwill arises from the acquisition in 2019 of Nafilyan & Partners, an unlisted company based in France that specializes in real estate development. The acquisition provides to Immobel 100% of the voting shares and the control over Nafilyan & Partners. The acquisition qualifies as a business combination as defined in IFRS 3. The Group has acquired Nafilyan & Partners to enlarge its coverage on the French market by sharing the know-how, expertise and potential synergies with Immobel France. At present, Nafilyan & Partners has been fully integrated into Immobel France’s operations. 3311//1122//22002211 3311//1122//22002200 NNeett rreessuulltt ooff tthhee ppeerriioodd EUR ('000) 9922 115500 3333 227722 CCoommpprreehheennssiivvee iinnccoommee ooff tthhee ppeerriioodd EUR ('000) 9911 447700 3355 556666 Weighted average share outstanding Ordinary shares as at 1 January 9 997 356 9 997 356 Treasury shares as at 1 January - 292 527 -1 212 179 Treasury shares disposed 265 562 919 652 OOuussttaannddiinngg oorrddiinnaarryy sshhaarreess aass aatt 3311 DDEECCEEMMBBEERR 99 997700 339911 99 770044 882299 WWeeiigghhtteedd aavveerraaggee oorrddiinnaarryy sshhaarreess oouuttssttaannddiinngg 99 996655 882233 99 330033 880099 NNeett rreessuulltt ppeerr sshhaarree 99..224477 33..557766 CCoommpprreehheennssiivvee iinnccoommee ppeerr sshhaarree 99..117788 33..882233 3311//1122//22002211 3311//1122//22002200 NNeett rreessuulltt ooff tthhee ppeerriioodd EUR ('000) 9922 115500 3333 227722 CCoommpprreehheennssiivvee iinnccoommee ooff tthhee ppeerriioodd EUR ('000) 9911 447700 3355 556666 Weighted average share outstanding 9965 823 9303 809 Diluive element: performance shares 3 383 1 606 WWeeiigghhtteedd aavveerraaggee oorrddiinnaarryy sshhaarreess oouuttssttaannddiinngg 99 996655 882233 99 330055 441155 DDiilluutteedd nneett rreessuulltt ppeerr sshhaarree 99..224477 33..557766 DDiilluueedd ccoommpprreehheennssiivvee iinnccoommee ppeerr sshhaarree 99..117788 33..882222 EUR ('000) 3311//1122//22002211 3311//1122//22002200 AACCQQUUIISSIITTIIOONN CCOOSSTT AATT TTHHEE EENNDD OOFF TTHHEE PPRREEVVIIOOUUSS PPEERRIIOODD 11 662266 11 556633 Entry in consolidation scope Acquisitions 6 201 Disposals -299 - 138 AACCQQUUIISSIITTIIOONN CCOOSSTT AATT TTHHEE EENNDD OOFF TTHHEE YYEEAARR 11 333333 11 662266 AAMMOORRTTIISSAATTIIOONN AANNDD IIMMPPAAIIRRMMEENNTT AATT TTHHEE EENNDD OOFF TTHHEE PPRREEVVIIOOUUSS PPEERRIIOODD --11 004444 --11 002200 Entry in consolidation scope Amortisation -216 - 162 Depreciation cancelled on disposals 173 138 AAMMOORRTTIISSAATTIIOONN AANNDD IIMMPPAAIIRRMMEENNTT AATT TTHHEE EENNDD OOFF TTHHEE YYEEAARR --11 008877 --11 004444 NNEETT CCAARRRRYYIINNGG AAMMOOUUNNTT AASS AATT 3311 DDEECCEEMMBBEERR 224466 558822 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 183 The reconciliation of the carrying amount of the goodwill at beginning and end of the reporting period is as follows: The carrying amount of the goodwill has been allocated to cash-generating units as follows: Immobel Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of the French segment as a cash-generating unit (including currently known projects and assumed future projects) is determined based on a value in use calculation which uses cash flow projections, based on a “Dividend Discount Model” covering a five-year period, in order to evaluate the equity This valuation allows to estimate the future dividend payments, discounted back to their present value. This Net Present Value is hence considering: • a cash flow forecast from 2022 to 2027, allowing to estimate future dividend; • with a fixed growth rate of dividend until perpetuity at 2% (“Long term growth rate”); • with an actualisation rate 1 , here below as “cost of equity”, made of a risk free rate (at 0.64 per cent 2 , compared to 1.14 per cent in 2020), a market premium (between 4 and 6 per cent) and an industry beta levered (between 1.14 and 1.31) Nine simulations have supported the impairment analysis, based on different combinations, as per below: At 31 December 2021 At 31 December 2020 As a result of this analysis, the fair value exceeds the carrying value, regardless the level of cost of equity considered. Therefore, the management has decided not to recognize any impairment charge in the current year against goodwill. 1 As per following formula: (Risk free rate) + [ (market premium) * (industry beta levered) ] 2 based on OLO 30 years, average of year 2021 from NBB (National Bank of Belgium). EUR ('000) 3311//1122//22002211 3311//1122//22002200 AACCQQUUIISSIITTIIOONN CCOOSSTT AATT TTHHEE EENNDD OOFF TTHHEE PPRREEVVIIOOUUSS PPEERRIIOODD 4433 778899 4433 778899 Acquisition of Immobel France AACCQQUUIISSIITTIIOONN CCOOSSTT AATT TTHHEE PPEERRIIOODD EENNDD 4433 778899 4433 778899 IIMMPPAAIIRRMMEENNTT AATT TTHHEE EENNDD OOFF TTHHEE PPRREEVVIIOOUUSS PPEERRIIOODD Impairment of the period IIMMPPAAIIRRMMEENNTT AATT TTHHEE PPEERRIIOODD EENNDD NNEETT CCAARRRRYYIINNGG AAMMOOUUNNTT AASS AATT 3311 DDEECCEEMMBBEERR 4433 778899 4433 778899 EUR ('000) 3311//1122//22002211 3311//1122//22002200 France 43 789 43 789 NNEETT CCAARRRRYYIINNGG AAMMOOUUNNTT AASS AATT 3311 DDEECCEEMMBBEERR 4433 778899 4433 778899 LT growth rate 2.00% with a risk free rate 1.14% Cost of Equity Market Premium 4.00% 5.00% 6.00% 0.65 1.14 5.7% 6.8% 8.0% 0.70 1.23 6.0% 7.3% 8.5% 0.75 1.31 6.4% 7.7% 9.0% Unlevered Beta levered CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 184 14) Property, plant and equipment Property, plant and equipment evolve as follows: Property, plant and equipment consist primarily of installation costs of the various registered offices. 15) Right-of-use assets The right-of-use assets evolve as follows: 16) Investment property This heading includes leased out property acquired with a view to be redeveloped. Investment property evolve as follows: Among the different investment properties, the projects Total, Rueil Colmar and Thomas are the main components. The decrease of the net carrying value is mainly due the sale of Scorpio to the Immobel Belux Office Development Fund SCSP which is accounted for under the equity method. The fair value of the investment property at 31 December 2021 amounts to EUR 174 million, compared to EUR 197.4 million at 31 December 2020. This amount is determined on the basis of a valuation of level 3 which does not integrate observable market data and is based on internal analyses (feasibility study sensitive to the expected rent after redevelopment, to the estimated rate of return and to the construction costs to incur). EUR ('000) 3311//1122//22002211 3311//1122//22002200 AACCQQUUIISSIITTIIOONN CCOOSSTT AATT TTHHEE EENNDD OOFF TTHHEE PPRREEVVIIOOUUSS PPEERRIIOODD 77 229977 77 997766 Entry in consolidation scope Acquisitions 770 Disposals -1 359 - 679 AACCQQUUIISSIITTIIOONN CCOOSSTT AATT TTHHEE EENNDD OOFF TTHHEE YYEEAARR 66 770088 77 229977 DDEEPPRREECCIIAATTIIOONNSS AANNDD IIMMPPAAIIRRMMEENNTT AATT TTHHEE EENNDD OOFF TTHHEE PPRREEVVIIOOUUSS PPEERRIIOODD --22 990077 --11 553355 Entry in consolidation scope Depreciations -1 388 -1 372 Depreciation cancelled on disposals 1 359 DDEEPPRREECCIIAATTIIOONNSS AANNDD IIMMPPAAIIRRMMEENNTT AATT TTHHEE EENNDD OOFF TTHHEE YYEEAARR --22 993366 --22 990077 NNEETT CCAARRRRYYIINNGG AAMMOOUUNNTT AASS AATT 3311 DDEECCEEMMBBEERR 33 777722 44 339900 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 185 17) Investments in joint ventures and associates The contributions of joint ventures and associates in the statement of financial position and the statement of comprehensive income is as follows: The book value of investments in joint ventures and associates evolve as follows: EUR ('000) 3311//1122//22002211 3311//1122//22002200 VVAALLEEUURR AAUU 11EERR JJAANNVVIIEERR 110066 119955 5555 889999 Part dans le résultat 44 531 7 994 Acquisitions et injections de capital 14 096 44 214 Variations de périmètre 1 831 9 660 Dividendes perçus de coentreprises et entreprises associées -8 034 -10 533 Cession ou liquidation de coentreprises et entreprises associées 4 Remboursement de capital -2 079 -1 039 Ecarts de conversion Autres mouvements - 12 MMUUTTAATTIIOONNSS DDEE LLAA PPEERRIIOODDEE 5500 333377 5500 229966 VVAALLEEUURR AAUU 3311 DDEECCEEMMBBRREE 115566 553322 110066 119955 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 186 The table below shows the contribution of joint ventures and associates in the statement of financial position and the statement of comprehensive income. NNAAMMEE 3311//1122//22002211 3311//1122//22002200 3311//1122//22002211 3311//1122//22002200 3311//1122//22002211 3311//1122//22002200 Bella Vita 50% 50% 48 54 - 6 - 16 BONDY CANAL 40% 0% - 37 Boralina Investments, S.L. 50% 50% -2 890 -2 884 - 21 Brouckère Tower Invest 50% 50% 31 307 29 059 598 386 CBD International 50% 50% 122 -1 431 - 150 508 Château de Beggen 50% 50% 16 17 - 1 Cityzen Holding 50% 50% - 21 - 19 - 2 - 7 Cityzen Hotel 50% 50% 711 564 147 55 Cityzen Office 50% 50% 1 411 1 546 - 135 164 Cityzen Residence 50% 50% 694 561 133 78 CP Development Sp. z o.o. 50% 50% - 256 - 59 - 196 23 CSM Development 50% 50% - 12 24 - 36 - 5 CSM Properties 50% 50% 3 852 3 900 - 48 291 Debrouckère Development 50% 50% 497 548 - 52 - 68 Debrouckère Land (ex-Mobius I) 50% 50% 90 102 - 12 67 Debrouckère Leisure 50% 50% 2 283 2 310 - 27 - 15 Debrouckère Office 50% 50% 3 740 3 770 - 30 20 Gateway 50% 50% 319 322 - 3 - 3 Goodways SA 50% 50% 3 234 3 237 - 3 - 63 Ilot Ecluse 50% 50% 163 165 - 2 - 3 Immo Marial SàRL 50% 0% 8 - 66 2 Immo PA 33 1 50% 50% 1 314 1 272 43 - 35 Immo PA 44 1 50% 50% 682 683 - 1 - 13 Immo PA 44 2 50% 50% 2 423 2 385 39 416 Key West Development 50% 50% 387 471 - 84 - 52 Les Deux Princes Develop. 50% 50% -2 439 -1 755 16 1 075 Livingstone Retail S.à.r.l. 33% 33% M1 33% 33% 7 270 5 603 4 992 2 993 M7 33% 33% 42 132 1 46 Mobius II 50% 50% 47 376 8 121 39 255 - 50 NP_AUBER 50% 50% - 136 - 89 - 47 - 100 NP_AUBER_VH 50% 50% 140 681 159 207 NP_AUBERVIL 50% 50% 324 - 17 340 - 2 NP_BESSANC2 50% 50% 497 149 348 219 NP_BESSANCOU 50% 50% 102 185 - 169 202 NP_CHARENT1 50% 50% 33 34 - 1 - 24 NP_CRETEIL 50% 50% - 1 - 1 - 1 NP_EPINAY 50% 50% 121 - 49 170 44 NP_VAIRES 50% 50% 245 1 417 130 416 ODD Construct 50% 50% 1 164 682 482 665 PA_VILLA 51% 51% - 40 - 40 7 Plateau d'Erpent 50% 50% 1 823 838 986 668 RAC3 40% 40% 3 403 3 264 139 135 RAC4 40% 40% 1 321 1 331 - 11 438 RAC4 Developt 40% 40% 1 567 1 587 - 20 - 2 RAC5 40% 40% 5 651 5 451 200 192 RAC6 40% 40% 2 182 2 168 15 206 Surf Club Hospitality Group SL 50% 0% 123 - 61 - 15 23 Surf Club Marbella Beach, S.L. 50% 50% 21 772 19 855 132 - 775 TRELAMET 40% 0% 48 7 Unipark 50% 50% 4 066 4 063 3 30 Universalis Park 2 50% 50% -1 122 -1 627 505 - 156 Universalis Park 3 50% 50% -2 487 -2 249 - 238 - 192 Universalis Park 3AB 50% 50% 1 974 1 967 7 - 4 Universalis Park 3C 50% 50% 417 418 - 1 - 4 114455 551133 9988 666633 4477 447711 77 998866 277 SH 10% 0% 4 445 Beiestack SA 22% 0% 1 498 - 73 Belux Office Development Feeder CV 30% 0% 57 - 83 DHR Clos du Château 33% 33% 26 106 63 90 Immobel Belux Office Development Fund SCSP 22% 1 152 - 206 MONTLHERY 2 BIS 20% 0% RICHELIEU 10% 1 001 ULB Holding 60% 60% -11 173 -5 363 - 210 - 210 Urban Living Belgium 30% 30% 14 013 12 789 -2 431 128 1111 001199 77 553322 --22 994400 88 115566 553322 110066 119955 4444 553311 77 999944 % INTEREST BOOK VALUE OF THE INVESTMENTS - EUR ('000) SHARE IN THE COMPREHENSIVE INCOME - EUR ('000) TTOOTTAALL JJOOIINNTT VVEENNTTUURREESS TTOOTTAALL AASSSSOOCCIIAATTEESS TTOOTTAALL JJOOIINNTT VVEENNTTUURREESS AANNDD AASSSSOOCCIIAATTEESS CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 187 The tables below present condensed financial information of joint ventures and associates of the Group by entity. The amounts reported are the amounts determined in accordance with IFRS, before elimination of intercompany. AS AT 31 DECEMBER 2021 TURNOVER COMPREHENSIVE INCOME TOTAL ASSETS TOTAL LIABILITIES TOTAL EQUITY Bella Vita 0 - 11 210 114 96 48 0 BONDY CANAL 0 0 8 151 8 141 10 - 37 3 582 Boralina Investments, S.L. 0 - 42 45 669 6 114 39 555 -2 890 0 Brouckère Tower Invest 0 1 197 211 434 148 820 62 614 31 307 0 CBD International 26 - 300 50 771 54 354 -3 584 122 22 056 Château de Beggen 0 - 2 36 3 33 16 0 Cityzen Holding 0 - 4 20 727 16 559 4 168 - 21 8 278 Cityzen Hotel 0 293 21 042 19 621 1 422 711 0 Cityzen Office 0 - 269 56 536 53 714 2 822 1 411 0 Cityzen Residence 0 266 20 998 19 610 1 387 694 0 CP Development Sp. z o.o. 89 - 393 76 308 76 820 - 512 - 256 0 CSM Development 0 - 72 4 024 4 048 - 24 - 12 0 CSM Properties 0 - 97 102 748 95 045 7 703 3 852 145 Debrouckère Development 251 - 103 5 411 4 418 993 497 1 332 Debrouckère Land (ex-Mobius I) 0 - 24 23 475 23 295 180 90 0 Debrouckère Leisure 0 - 54 6 501 1 935 4 566 2 283 573 Debrouckère Office 0 - 60 15 200 7 720 7 480 3 740 0 Gateway 0 - 5 640 2 639 319 0 Goodways SA 0 - 5 22 258 18 480 3 778 3 234 3 088 Ilot Ecluse 0 - 4 374 48 326 163 0 Immo PA 33 1 0 86 3 131 502 2 629 1 314 0 Immo PA 44 1 98 - 2 2 760 1 397 1 363 682 0 Immo PA 44 2 295 78 9 371 4 524 4 847 2 423 0 Immobel Marial SàRL 0 - 133 3 575 3 691 - 116 0 Key West Development 0 - 167 12 704 11 929 774 387 5 731 Les Deux Princes Develop. 1 010 32 -3 469 1 409 -4 878 -2 439 0 M1 50 278 14 977 45 838 24 028 21 809 7 270 0 M7 0 2 615 488 127 42 0 Mobius II 179 000 78 510 134 180 39 427 94 753 47 376 10 994 NP_AUBER 0 - 93 1 156 1 427 - 271 - 136 251 NP_AUBER_VH 3 841 318 3 457 3 178 279 140 158 NP_AUBERVIL 17 459 679 9 457 8 811 646 324 2 945 NP_BESSANC2 13 006 694 9 235 8 243 992 497 1 329 NP_BESSANCOU - 63 - 337 176 - 28 204 102 60 NP_CHARENT1 3 912 - 2 4 944 4 879 65 33 475 NP_CRETEIL 0 0 648 650 - 2 - 1 405 NP_EPINAY 8 105 340 6 517 6 275 242 121 1 176 NP_VAIRES 1 040 259 3 131 2 641 489 245 0 ODD Construct 5 753 964 5 643 3 315 2 328 1 164 571 PA_VILLA 0 0 4 679 4 758 - 79 - 40 47 Plateau d'Erpent 22 708 1 971 16 189 12 543 3 646 1 823 7 RAC3 0 348 8 531 24 8 507 3 403 0 RAC4 0 - 27 31 658 28 357 3 301 1 321 0 RAC4 Developt 0 - 51 4 731 814 3 917 1 567 0 RAC5 0 500 14 724 596 14 128 5 651 0 RAC6 0 37 19 226 13 770 5 456 2 182 0 Surf Club Hospitality Group SL 0 - 30 8 155 7 908 247 123 0 Surf Club Marbella Beach, S.L. 0 263 82 710 39 166 43 544 21 772 0 TRELAMET 0 17 133 14 119 48 0 Unipark 9 6 10 578 2 446 8 132 4 066 0 Universalis Park 2 0 1 009 24 319 26 563 -2 245 -1 122 6 919 Universalis Park 3 0 - 475 33 618 38 592 -4 974 -2 487 10 731 Universalis Park 3AB 1 15 4 140 192 3 948 1 974 0 Universalis Park 3C 0 - 1 1 007 173 834 417 0 TTOOTTAALL JJOOIINNTT VVEENNTTUURREESS 306 818 100 096 1209 980 861 566 348 414 145 513 80 853 277 SH 0 0 111 320 66 873 44 447 4 445 60 Beiestack SA 0 - 321 21 814 15 235 6 579 1 498 0 Belux Office Development Feeder CV 0 - 274 20 903 203 20 700 57 0 DHR Clos du Château 899 189 532 452 79 26 0 Immobel Belux Office Development Fund SCSP 0 - 912 27 135 1 056 26 079 1 152 0 MONTLHERY 2 BIS 0 0 91 90 0 0 0 RICHELIEU 0 0 62 420 52 410 10 010 1 001 1 430 ULB Holding 0 - 349 18 252 19 034 - 782 -11 173 0 Urban Living Belgium 27 683 -8 187 173 705 168 697 5 007 14 013 21 087 TTOOTTAALL AASSSSOOCCIIAATTEESS 28 583 -9 854 436 172 324 053 112 120 11 019 22 577 TTOOTTAALL JJOOIINNTT VVEENNTTUURREESS AANNDD AASSSSOOCCIIAATTEESS 335 400 90 242 1646 152 1185 619 460 533 156 532 103 430 FIGURES AT 100% TOTAL EQUITY ALLOCATED TO THE GROUP SHAREHOLDER LOANS BY THE GROUP CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 188 AS AT 31 DECEMBER 2020 TURNOVER COMPREHENSIVE INCOME TOTAL ASSETS TOTAL LIABILITIES TOTAL EQUITY Bella Vita 0 - 33 375 268 108 54 0 Boralina Investments, S.L. 0 - 1 41 705 6 108 35 597 -2 884 0 Brouckère Tower Invest 0 772 154 834 96 717 58 117 29 059 0 CBD International 7 1 016 41 853 45 137 -3 284 -1 431 18 720 Château de Beggen 0 0 239 204 35 17 0 Cityzen Holding 0 - 14 20 454 16 282 4 172 - 19 8 138 Cityzen Hotel 0 109 19 287 18 158 1 129 564 15 234 Cityzen Office 0 328 82 970 79 878 3 091 1 546 0 Cityzen Residence 0 155 19 354 18 232 1 121 561 15 217 CP Development Sp. z o.o. 0 46 46 863 46 982 - 119 - 59 0 CSM Development 0 - 11 2 833 2 785 48 24 1 646 CSM Properties 0 583 104 041 96 241 7 800 3 900 44 Debrouckère Development 1 906 - 135 4 176 3 080 1 096 548 1 338 Debrouckère Land (ex-Mobius I) 43 004 11 550 25 734 25 530 203 102 0 Debrouckère Leisure 0 - 30 5 458 838 4 620 2 310 29 Debrouckère Office 0 40 16 237 8 697 7 540 3 770 0 Gateway 0 - 6 647 3 644 322 0 Goodways SA 0 - 126 21 711 17 928 3 783 3 237 2 858 Ilot Ecluse 0 - 6 375 45 330 165 40 Immo PA 33 1 537 - 69 3 496 953 2 543 1 272 0 Immo PA 44 1 1 360 - 26 2 741 1 375 1 366 683 0 Immo PA 44 2 4 081 832 9 543 4 774 4 769 2 385 0 Immobel Marial SàRL 0 4 2 181 2 165 16 8 958 Key West Development 0 - 104 10 729 9 787 941 471 4 733 Les Deux Princes Develop. 14 545 2 150 3 419 6 929 -3 510 -1 755 0 Livingstone Retail S.à.r.l. 0 0 12 0 12 4 0 M1 54 660 8 979 52 610 35 788 16 822 5 603 -2 500 M7 0 137 1 006 611 395 132 0 Mobius II 0 - 100 56 356 40 113 16 242 8 121 7 913 NP_AUBER 0 - 199 1 147 1 325 - 178 - 89 251 NP_AUBER_VH 4 940 413 5 044 3 685 1 359 681 158 NP_AUBERVIL 0 - 5 1 984 2 017 - 33 - 17 922 NP_BESSANC2 6 540 438 6 477 6 179 298 149 1 322 NP_BESSANCOU 66 403 509 140 370 185 145 NP_CHARENT1 2 947 - 48 7 591 7 524 67 34 475 NP_CRETEIL 0 - 1 708 710 - 2 - 1 380 NP_EPINAY 3 838 89 3 808 3 906 - 98 - 49 1 177 NP_VAIRES 6 770 830 11 472 8 644 2 828 1 417 1 851 ODD Construct 7 710 1 330 3 747 2 383 1 364 682 562 PA_VILLA 0 13 4 030 4 110 - 79 - 40 47 Plateau d'Erpent 9 125 1 335 20 395 18 720 1 675 838 1 679 RAC3 11 338 8 173 14 8 159 3 264 0 RAC4 0 1 094 31 619 28 290 3 329 1 331 0 RAC4 Developt 0 - 4 4 640 672 3 968 1 587 160 RAC5 0 481 14 056 428 13 628 5 451 0 RAC6 0 515 13 495 8 075 5 420 2 168 0 Surf Club Marbella Beach, S.L. 0 -1 549 81 303 41 593 39 710 19 855 3 000 Surf Club Spain Invest Property SL 0 46 7 809 7 932 - 123 - 61 0 Unipark 1 61 10 517 2 391 8 126 4 063 0 Universalis Park 2 0 - 313 22 514 25 768 -3 254 -1 627 6 532 Universalis Park 3 0 - 383 32 783 37 281 -4 499 -2 249 8 588 Universalis Park 3AB 0 - 8 4 365 432 3 933 1 967 0 Universalis Park 3C 0 - 7 1 009 174 835 418 0 TTOOTTAALL JJOOIINNTT VVEENNTTUURREESS 162 047 30 910 1050 433 798 001 252 431 98 667 101 617 DHR Clos du Château 1 625 270 1 491 1 172 319 106 376 ULB Holding 0 - 351 18 245 18 678 - 432 -5 363 5 593 Urban Living Belgium 16 477 989 192 165 172 452 19 713 12 789 21 022 TTOOTTAALL AASSSSOOCCIIAATTEESS 18 101 908 211 901 192 302 19 599 7 532 26 991 TTOOTTAALL JJOOIINNTT VVEENNTTUURREESS AANNDD AASSSSOOCCIIAATTEESS 180 148 31 818 1262 334 990 303 272 031 106 199 128 608 FIGURES AT 100% TOTAL EQUITY ALLOCATED TO THE GROUP SHAREHOLDER LOANS BY THE GROUP CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 189 The tables below present condensed financial information of all joint ventures and associates of the Group as well as a breakdown of the inventories, investment properties and the financial debts. Figures are presented at 100%. As at 31 December 2021 As at 31 December 2020 In case of financial debts towards credit institutions, the shareholder loans reimbursements (reimbursement of cash to the mother company) are subordinated to the reimbursements towards credit institutions. For the main debts towards credit institutions mentioned above, the company Immobel SA has engaged itself to provide the necessary financial means in order to bring the different projects to a good end (“cash deficiency” and “cost overrun” engagements). There are no significant restrictions which limit the Group's ability to access the assets of joint ventures and associates, nor specific risks or commitments other than those relating to bank loans. 18) Other non-current financial assets Other non-current financial assets relate to investments in shares or bonds, and are allocated as follows per geographical area: Main projects and financial debts INVENTORIES AND INVESTMENT PROPERTY FINANCIAL DEBTS Investment property 212 506 Cityzen Office 56 600 40 120 Other fixed assets 128 129 CSM Properties 100 870 94 750 Inventories 830 299 RAC4 22 399 28 000 Cash and cash equivalents 200 467 Universalis Park 2 22 786 12 700 Receivables and other assets 274 751 Universalis Park 3 33 444 15 930 Non-current financial debts 347 494 Urban Living Belgium 130 164 73 242 Current Financial debts 224 764 Debrouckère Land (ex-Mobius I) 22 180 21 150 Deferred tax liabilities 17 338 CP Development Sp. z o.o. 69 700 25 956 Shareholder's loans 254 853 Brouckère Tower Invest 197 695 123 120 Other Liabilities 341 169 Beiestack SA 20 988 12 268 TOTAL 1 646 152 1 185 619 Surf Club Marbella Beach, S.L. 62 784 Others 303 196 137 290 TOTAL 1 042 805 572 258 Main components of assets and liabilities: Main projects and financial debts INVENTORIES AND INVESTMENT PROPERTY FINANCIAL DEBTS Investment property 195 255 Cityzen Office 54 675 68 000 Other fixed assets 76 985 CSM Properties 102 372 96 150 Inventories 674 872 Mobius II 55 931 22 470 Cash and cash equivalents 67 246 RAC4 22 777 28 000 Receivables and other assets 247 976 Universalis Park 2 22 183 12 700 Non-current financial debts 205 315 Universalis Park 3 32 598 18 930 Current Financial debts 279 950 Urban Living Belgium 151 376 76 982 Deferred tax liabilities 16 459 Debrouckère Land (ex-Mobius I) 21 318 21 150 Shareholder's loans 151 017 CP Development Sp. z o.o. 44 717 15 968 Other Liabilities 337 562 Brouckère Tower Invest 148 601 92 977 TOTAL 1 262 334 990 303 Surf Club Marbella Beach, S.L. 61 752 Others 151 825 31 937 TOTAL 870 127 485 265 Main components of assets and liabilities: EUR ('000) 3311//1122//22002211 3311//1122//22002200 Amount of debts guaranteed by securities 265 072 285 484 Book value of Group’s assets pledged for debt securities 352 449 265 939 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Belgium 660 175 France 355 TTOOTTAALL OOTTHHEERR NNOONN--CCUURREENNTT FFIINNAANNCCIIAALL AASSSSEETTSS 11 001155 117755 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 190 19) Deferred tax Deferred tax assets or liabilities are recorded in the balance sheet on deductible or taxable temporary differences, tax losses and tax credits carried forward. Changes in the deferred taxes in the balance sheet having occurred over the financial year are recorded in the statement of income unless they refer to items directly recognised under other comprehensive income. Deferred taxes on the balance sheet refer to the following temporary differences: Immobel France and ‘T Park development are the main contributors to the change on Deferred tax assets 20) Other non-current assets Other non-current assets relate exclusively to cash guarantees and deposits, and are allocated as follows per geographical area: EUR ('000) 3311//1122//22002211 3311//1122//22002200 3311//1122//22002211 3311//1122//22002200 Tax losses 35 086 18 202 Revenue recognition 2 891 2 115 43 165 41 380 Financial debts Fair value of financial instruments 40 2 4 Other items 60 21 - 70 - 74 Netting (net tax position per entity) -16 745 -4 009 -16 745 -4 009 TTOOTTAALL 2211 229922 1166 336699 2266 335522 3377 330011 VVAALLUUEE AASS AATT 11 JJAANNUUAARRYY EUR ('000) 1166 336699 3377 330011 Scope changes 2 4 923 -10 951 VVAALLUUEE AASS AATT 3311 DDEECCEEMMBBEERR 2211 229922 2266 335522 Deferred tax recognised in the consolidated statement of comprehensive income DDEEFFEERRRREEDD TTAAXX AASSSSEETTSS DDEEFFEERRRREEDD TTAAXX LLIIAABBIILLIITTIIEESS EE UURR ((''000000)) 2244 550011 Expiring at the end of 2022 601 Expiring at the end of 2023 103 Expiring at the end of 2024 396 Expiring at the end of 2025 1 768 Expiring at the end of 2026 470 Not time-limited 21 163 TTEE MMPPOORRAARRYY DDII FFFFEERREENNCCEE SS OORR TT AAXX LLOOSSSSEE SS FFOORR WWHHII CCHH NNOO DDEEFFEE RRRREEDD TTAAXX AASSSSEE TT SS AARREE RREE CCOOGGNNIISS EE DD IINN TTHHEE BBAALLAANNCCEE SS HHEEEE TT ,, FFRROOMM WWHH IICCHH :: CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 191 21) Inventories Inventories consist of buildings and land acquired for development and resale. Allocation of inventories by geographical area is as follows: The increase in France is due to the acquisition of Tati in Paris and the decrease in Luxembourg is due to the sale down of Laangfur. Other major projects in inventories are a.o. O’Sea and Lebeau Sablon in Belgium, Polvermillen in Luxembourg, Saint- Antoine in France, Eden in Germany and Granaria Gdansk in Poland. The weighted average interest rate on borrowing costs capitalized on Project Financing Credits and on Bonds was 2,3 % in 2021 and 1,9 % in 2020. The inventories break down as follows: The book value of Group's assets pledged for debt securities related to investment property and inventory as a whole is EUR 721 thousand compared to EUR 759 thousand at the end of 2020, representing a decrease of EUR 38 thousand. 22) Trade receivables Trade receivables refer to the following operational segments: EUR ('000) 3311//1122//22002211 3311//1122//22002200 IINNVVEENNTTOORRIIEESS AASS AATT 11 JJAANNUUAARRYY 668833 112211 669944 558800 Net book value of investment property transferred from/to inventories 25 9 471 Purchases of the year 72 716 10 976 Developments 246 743 271 981 Disposals of the year -311 066 -300 766 Borrowing costs 9 364 3 684 Scope changes -1 588 -6 805 Write-off - 692 CCHHAANNGGEESS FFOORR TTHHEE PPEERRIIOODD 1155 550022 --1111 445599 IINNVVEENNTTOORRIIEESS AASS AATT 3311 DDEECCEEMMBBEERR 669988 662233 668833 112211 Break down of the movements by geographical area : EUR ('000) PPuurrcchhaasseess// DDeevveellooppmmeennttss DDiissppoossaallss BBoorrrroowwiinngg ccoossttss SSccooppee cchhaannggeess TTrraannssffeerr ooff tthhee nneett bbooookk vvaalluuee NNeett Belgium 97 366 -120 483 5 873 -1 587 25 -18 806 Luxembourg 33 854 -88 263 3 318 - 693 -51 784 France 135 215 -60 276 74 939 Germany 37 455 -39 839 - 457 -2 841 Poland 14 912 -2 205 630 13 337 Spain 657 657 TToottaall 331199 445599 --331111 006666 99 336644 --22 228800 2255 1155 550022 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 192 CREDIT RISK The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that own an asset under or to be development. As all project are expected to realize a profit on completion, we do not anticipate any recoverability issues for the outstanding borrowings to equity accounted investees. Therefore, the credit risk is related to the possible failure of the customers in respecting their commitments towards the Group and is considered immaterial, especially since in most cases the asset sold serves as collateral (guarantee). At 31 December 2021, there was no concentration of credit risk with a sole third party. The maximum risk amounts to the book value of the receivables. However, within the meaning of IFRS 9, there is no expected credit loss that can be deemed significant at that date. The impairments recorded on trade receivables evolve as follows: 23) Contract assets Contract assets, arising from the application of IFRS 15, refer to the following operational segments: The increase of contract assets in Belgium is mainly related to the construction of the sold project Commerce in Belgium. Upon initial recognition, the Group measures contract assets at their transaction price as defined by IFRS 15. Contract assets include the amounts to which the entity is entitled in exchange for goods or services that it already has provided to a customer but for which the payment is not yet due or is subject to the fulfilment of a specific condition provided for in the contract. When an amount becomes due, it is transferred to the receivable account. A trade receivable is recognized as soon as the entity has an unconditional right to collect a payment. This unconditional right exists from the moment in time which makes the payment due. It is expected that the entire amount reflected as at December 31, 2021 will become due and be cashed in fiscal year 2022. In the same way as trade receivables and other receivables, contract assets are subject to an impairment test in accordance with the provisions of IFRS 9 on expected credit losses. This test does not show any significant potential impact since these contract assets (and their related receivables) are generally covered by the underlying assets represented by the building to be transferred. 24) Other current assets The components of this item are: EUR ('000) 3311//1122//22002211 3311//1122//22002200 Other receivables 2277 881155 3300 443355 of which : advances and guarantees paid taxes (other than income taxes) and VAT receivable 20 247 17 589 receivable upon sale (escrow account) 1 703 3 075 other 5 865 9 771 Deferred charges and accrued income 88 442255 66 883344 of which: on projects in development 190 190 other 8 235 6 644 TTOOTTAALL OOTTHHEERR CCUURRRREENNTT AASSSSEETTSS 3366 224400 3377 226699 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 193 25) Information related to the net financial debt The Group’s net financial debt is the balance between the cash and cash equivalents and the financial debts (current and non-current). It amounts to EUR -593 313 thousand as at 31 December 2021 compared to EUR -603 890 thousand as at 31 December 2020. The Group’s gearing ratio 3 is 52,9% as at 31 December 2021, compared to 57,4% as at 31 December 2020. The current financial debts increased mainly due to 100 Million bond expiring in May 2022. There is no significant change in net financial debt with the exception of the presentation of the bond drawdown for a nominal amount of EUR 100 million maturing on May 31, 2022. CASH AND CASH EQUIVALENTS Cash deposits and cash at bank and in hand amount to EUR 273 377 thousand compared to EUR 148 059 thousand at the end of 2020, representing an increase of EUR 125 318 thousand. The breakdown of cash and cash equivalents is as follows: The explanation of the change in available cash is given in the consolidated cash flow statement. Cash and cash equivalents are fully available, either for distribution to the shareholders or to finance projects owned by the different companies. FINANCIAL DEBTS Financial debts increase with EUR 114 741 thousand, from EUR 751 949 thousand at 31 December 2020 to EUR 866 690 thousand at 31 December 2021. The components of financial debts are as follows: In 2021, a new bond has been issued within the Green Finance Framework and developed by the company. The bond does not have any additional or specific covenants compared to earlier issued bonds by the company. There are no embedded derivates, similar to the earlier issued bonds by the company. Same as for other issued bonds by the company. 3 Gearing ratio is calculated by dividing net debt by the sum of net debt and equity group share with goodwill subtracted from equity group share EUR ('000) 3311//1122//22002211 3311//1122//22002200 Cash and cash equivalents 273 377 148 059 Non current financial debts 507 596 571 139 Current financial debts 359 094 180 810 NNEETT FFIINNAANNCCIIAALL DDEEBBTT --559933 331133 --660033 889900 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Term deposits with an initial duration of maximum 3 months Cash at bank and in hand 273 377 148 059 AAVVAAIILLAABBLLEE CCAASSHH AANNDD CCAASSHH EEQQUUIIVVAALLEENNTTSS 227733 337777 114488 005599 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Bond issues: Bond issue maturity 31-05-2022 at 3.00% - nominal amount 100 MEUR 99 709 Bond issue maturity 17-10-2023 at 3.00% - nominal amount 50 MEUR 49 903 50 000 Bond issue maturity 17-10-2025 at 3.50% - nominal amount 50 MEUR 50 000 50 000 Bond issue maturity 14-04-2027 at 3.00% - nominal amount 75 MEUR 75 000 75 000 Bond issue maturity 12-05-2028 at 3.00% - nominal amount 125 MEUR 125 000 Lease contracts 2 130 2 872 Credit institutions 205 563 293 558 NNOONN CCUURRRREENNTT FFIINNAANNCCIIAALL DDEEBBTTSS 550077 559966 557711 113399 Bond issues: Bond issue maturity 31-05-2022 at 3.00% - nominal amount 100 MEUR 100 000 Credit institutions 257 463 175 131 Lease contracts 1 630 1 614 Bonds - not yet due interest 4 065 CCUURRRREENNTT FFIINNAANNCCIIAALL DDEEBBTTSS 335599 009944 118800 881100 TTOOTTAALL FFIINNAANNCCIIAALL DDEEBBTTSS 886666 669900 775511 994499 Financial debts at fixed rates 399 903 274 709 Financial debts at variable rates 466 787 473 175 Bonds - not yet due interest 4 206 4 065 Amount of debts guaranteed by securities 438 301 468 690 Book value of Group’s assets pledged for debt securities 446 766 816 694 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 194 Financial debts evolve as follows: All the financial debts are denominated in EUR. Except for the bonds, the financing of the Group and the financing of the Group’s projects are provided based on a short- term rate, the 1 to 12 month EURIBOR, increased by margin. As of December 31, 2021, IMMOBEL is entitled to use undrawn corporate credit lines of EUR 15 million and EUR 691 million of confirmed project finance lines of which EUR 384 million were used. These credit lines (Project Financing Credits) are specific for the development of certain projects. At December 31, 2021, the book value of Group’s assets pledged to secure the corporate credit and the project financing credits amounts to EUR 446 million. The table below summarizes the maturity of the financial liabilities of the Group: INTEREST RATE RISK To hedge its variable interest rate exposure, the company uses various type of financial instruments. • In April 2020, the company entered into an agreement to cap the interest rate at 0,5% for about 75% of the exposure on the variable part of the debt (based on the internal view, i.e. before application of IFRS 11) up to July 1st, 2023. • In May 2021, the company entered into another agreement to cap the interest rate at 1,5% on a part of the financial debt related to a notional amount of EUR 225 million for the period from July 3 rd ,2023 up to July 1st, 2024. • In December 2020, Immobel has entered in a contract to hedge a variable interest loan for a notional amount of 30 million EUR. The Company has used interest rate swap agreements to convert its exposure from floating rate to fixed interest rate a portion of its interest rate exposure from floating rates to fixed rates to reduce the risk of an increase of the EURIBOR interest rate. The notional amount amounts to EUR 30 million. The interest swap replaces the Euribor rate with a fixed interest rate per year on the outstanding amount. The derivative is formally designated and qualifies as a cash flow hedge and is recorded at fair value in the consolidated balance sheets in other assets and/or other liabilities. The interest rate swap and debt have the same terms. The increase in interest rate would result in an annual increase of the interest charge on debt of EUR 1 464 thousand per 1%-increase for about 25% of the variable part of the debt and maximum EUR 2 196 thousand in total for about 75% of the variable part of the debt to the extent the applicable EURIBOR-rate stands at 0%. Given that current applicable EURIBOR-rates are below 0% the impact of such increase would be even lower than these respective amounts. EUR ('000) 3311//1122//22002211 3311//1122//22002200 FFIINNAANNCCIIAALL DDEEBBTTSS AASS AATT 11 JJAANNUUAARRYY 775511 994499 770077 007711 Repaid liabilities related to lease contracts -2 130 -2 872 Contracted debts 249 033 303 861 Repaid debts -128 872 -252 905 Movements bonds - not yet due interest -12 565 -7 406 Not yet due interest on other loans 9 080 4 005 Amortization of deferred debt issue expenses 195 195 CCHHAANNGGEESS FFOORR TTHHEE PPEERRIIOODD 111144 774411 4444 887788 FFIINNAANNCCIIAALL DDEEBBTTSS AASS AATT 3311 DDEECCEEMMBBEERR 886666 669900 775511 994499 DDUUEE II NN TTHH EE PPEE RRIIOODD UUPP TTOO 11 YYEEAARR 11 TTOO 22 YYEEAARRSS 22 TTOO 33 YYEEAARRSS 33 TT OO 44 YYEE AARRSS 44 TTOO 55 YYEE AARRSS AAFFTTEE RR 55 YYEEAARRSS TT oottaa ll Bonds 100 000 50 000 50 000 200 000 400 000 Project Financing Credits 205 963 56 900 70 185 35 283 15 695 384 026 Corporate Credit lines 1 500 2 000 2 500 23 000 29 000 Commercial paper 50 000 50 000 Lease contracts 1 630 1 605 525 3 761 Interests not yet due and amortized costs 93 - 190 - 97 TTOOTTAALL AAMM OOUUNNTT OOFF DD EEBBTTSS 335599 009944 111100 559988 77 33 00 2200 110088 228833 1155 669955 220000 00 0000 8866 66 669900 EUR ('000) 3311//1122//22002211 3311//1122//22002200 DDEERRIIVVAATTIIVVEESS NNOOTT DDEESSIIGGNNAATTEEDD AASS HHEEDDGGIINNGG IINNSSTTRRUUMMEENNTTSS Interest rate swaps DDEERRIIVVAATTIIVVEESS DDEESSIIGGNNAATTEEDD AASS HHEEDDGGIINNGG IINNSSTTRRUUMMEENNTTSS Interest rate swaps - cash flow hedges 160 560 TTOOTTAALL 116600 556600 CCHHAANNGGEE IINN FFAAIIRR VVAALLUUEE OOFF TTHHEE DDEERRIIVVAATTIIVVEE FFIINNAANNCCIIAALL IINNSSTTRRUUMMEENNTTSS SSIITTUUAATTIIOONN AATT 11 JJAANNUUAARRYY 556600 229911 Changes during the period in the consolidated result - 316 - 291 Changes during the period in other comprehensive income - 84 560 SSIITTUUAATTIIOONN AATT 3311 DDEECCEEMMBBEERR 116600 556600 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 195 INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS The following table list the different classes of financial assets and liabilities with their carrying amounts in the balance sheet and their respective fair value and analysed by their measurement category. The fair value of financial instruments is determined as follows: • If their maturity is short-term (e.g.: trade receivables and payables), the fair value is assumed to be similar at amortized cost, • For fixed rate debts, based on discounted future cash flows estimated based on market rates at closing, • For variable rate debts, the fair value is assumed to be similar at amortized cost, • For derivative financial instruments, the fair value is determined on the basis of discounted future cash flows estimated based on curves of forward interest rates. This value is mentioned by the counterparty financial institution. • For quoted bonds, on the basis of the quotation at the closing (level 1). The fair value measurement of financial assets and financial liabilities can be characterized in one of the following ways: • Level 1: the fair values of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices in active markets for identical assets and liabilities, • Level 2: the fair values of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. This mainly relates to derivative financial instruments, • Level 3: the fair values of the remaining financial assets and financial liabilities are derived from valuation techniques which include inputs which are not based on observable market data. EUR ('000) LLeevveell ooff tthhee ffaaiirr vvaalluuee CCaarrrryyiinngg aammoouunntt 3311//1122//22002211 AAmmoorrttiizzeedd ccoosstt FFaaiirr vvaalluuee ttrroouugghh pprrooffiitt oorr lloossss FFaaiirr vvaalluuee 3311//1122//22002211 CCaasshh ffllooww hheeddggiinngg 3311//1122//22002211 AASSSSEETTSS Cash and cash equivalents 274 865 274 865 Other non-current financial assets Level 1 1 015 1 015 1 015 Other non-current assets Level 2 1 151 1 151 1 151 Trade receivables Level 2 37 978 37 978 37 978 Contract assets Level 2 120 682 120 682 120 682 Other operating receivables Level 2 154 147 154 147 154 147 Other current financial assets Level 1 49 49 49 TTOOTTAALL 558899 888888 558888 887733 11 001155 331155 002233 LLIIAABBIILLIITTIIEESS Interest-bearing debt Level 1 & 2 868 652 868 652 868 652 Trade payables Level 2 77 158 77 158 77 158 Contract liabilities Level 2 28 739 28 739 28 739 Other operating payables Level 2 99 554 99 554 99 554 Derivative financial instruments Level 2 160 160 160 TTOOTTAALL 11007744 226622 11007744 110022 116600 11007744 110022 116600 AAmmoouunnttss rreeccooggnniizzeedd iinn aaccccoorrddaannccee wwiitthh IIFFRRSS 99 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 196 INVESTMENT GRADE The bank accounts are held by banks with at least 'investment grade' rating (Baa3/BBB- or better). LIQUIDITY RISK The Company starts only new projects in case of appropriate financing by corporate, specific financing or pre-sale. Therefore, the cash risk related to the progress of a project is very limited. FINANCIAL COMMITMENTS The Group is subject, for bonds and credit lines mentioned hereabove, to a number of financial commitments. These commitments are taking into account the equity, the net financial debt and its relation with the equity and the inventories. At 31 December 2021, as for the previous years, the Group was in conformity with all these financial commitments. RISK OF FLUCTUATION IN FOREIGN CURRENCIES The Group has a limited hedge on the foreign exchange rates risks on its development activities. The functional currency of projects currently developed in Poland is translated from PLN to EUR (except for Central Point managed in EUR), with an impact on the other comprehensive income. 26) Equity RISK MANAGEMENT RELATED TO THE CAPITAL Immobel is optimising the structure of its permanent capital through a balance between capital and long-term debts. The target is to maximise the value for the shareholders while maintaining the required flexibility to achieve the development projects. Other elements, like the expected return on each project and the respect of a number of balance sheet ratios, influence the decision taking. 22002211 22002200 Number of shares at 31 December 9 997 356 9 997 356 Number of shares fully paid at 31 December 9 997 356 9 997 356 Treasury shares at 31 December 26 965 392 527 Nominal value per share 9.740 9.740 NNuummbbeerr ooff sshhaarreess aatt 11 JJaannuuaarryy 99 999977 335566 99 999977 335566 NNuummbbeerr ooff ttrreeaassuurryy sshhaarreess aatt 11 JJaannuuaarryy -- 229922 552277 --11 221122 117799 Treasury shares granted to a member of the executive committee Treasury shares sold 265 562 819 652 NNuummbbeerr ooff sshhaarreess ((eexxcclluuddiinngg ttrreeaassuurryy sshhaarreess)) aatt 3311 DDeecceemmbbeerr 99 997700 339911 99 660044 882299 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 197 27) Pensions and similar obligations The pensions and similar obligations cover the obligations of the Company as far as the Group insurance is concerned. The amount recognised in the balance sheet represents the present value of obligations in terms of defined benefit pension plans less the fair value of plan assets. The Belgian defined benefit pension plan and defined contribution pension plans with guaranteed return are funded through Group insurance contracts. The plans are funded through employer and employee contributions. The underlying assets of the insurance contracts are primarily invested in bonds. The defined benefit plan is closed for new employees. The plan participants are entitled to a lump sum on retirement. Active members also receive a benefit on death-in-service. The French retirement indemnity plan offers a lump sum on retirement as defined by the collective labor agreement of the real estate industry. The plan is unfunded and open to new employees. EUR ('000) 3311//1122//22002211 3311//1122//22002200 SSTTAATTEEMMEENNTT OOFF FFIINNAANNCCIIAALL PPOOSSIITTIIOONN Provisions 398 Present value of the defined benefit obligations 1 996 1 963 Fair value of plan assets at the end of the period -1 398 -1 360 NNEETT LLIIAABBIILLIITTYY AARRIISSIINNGG FFRROOMM DDEEFFIINNEEDD BBEENNEEFFIITT OOBBLLIIGGAATTIIOONN 999966 660033 SSTTAATTEEMMEENNTT OOFF CCOOMMPPRREEHHEENNSSIIVVEE IINNCCOOMMEE Current service cost 0 - 53 Past service cost or settlement Interest cost on the defined benefit obligation 0 - 8 Interest income on plan assets 0 5 Administration costs 0 - 4 DDEEFFIINNEEDD BBEENNEEFFIITT CCOOSSTTSS RREECCOOGGNNIIZZEEDD IINN PPRROOFFIITT OORR LLOOSSSS -- 117711 -- 223388 Acturial (gains) / losses on defined benefit obligation arising from - changes in financial assumptions - return on plan assets (excluding interest income) - 73 32 - experience adjustments 131 170 5588 220022 DDEEFFIINNEEDD BBEENNEEFFIITT CCOOSSTTSS -- 111133 -- 3366 EUR ('000) 3311//1122//22002211 3311//1122//22002200 PPRREESSEENNTT VVAALLUUEE OOFF TTHHEE OOBBLLIIGGAATTIIOONNSS AASS AATT 11 JJAANNUUAARRYY 11 996633 11 667744 Current service cost 164 53 Interest cost 6 8 Contributions from plan participants 12 10 Actuarial (gains) losses - 131 - 170 Benefits paid - 18 - 8 Past service cost, settlement or business combination 395 PPRREESSEENNTT VVAALLUUEE OOFF TTHHEE OOBBLLIIGGAATTIIOONNSS AASS AATT 3311 DDEECCEEMMBBEERR 11 999966 11 996633 EUR ('000) 3311//1122//22002211 3311//1122//22002200 FFAAIIRR VVAALLUUEE OOFF TTHHEE PPLLAANN AASSSSEETTSS AASS AATT 11 JJAANNUUAARRYY 11 336600 11 004422 Interest income 4 5 Contributions from employer 118 66 Contributions from plan participants 12 10 Benefits paid - 18 - 8 Return on plan assets (excluding interest income) - 73 32 Administrative costs - 5 - 4 Settlement or business combination 217 FFAAIIRR VVAALLUUEE OOFF TTHHEE PPLLAANN AASSSSEETTSS AASS AATT 3311 DDEECCEEMMBBEERR 11 339988 11 336600 CCOONNTTRRIIBBUUTTIIOONN OOFF TTHHEE EEMMPPLLOOYYEERR EEXXPPEECCTTEEDD FFOORR 22002200 // 22002211 9955 110033 AACCTTUURRIIAALL AASSSSUUMMPPTTIIOONNSS UUSSEEDD TTOO DDEETTEERRMMIINNEE OOBBLLIIGGAATTIIOONNSS Discount rate 0.83% 0.30% Future salary increases 3.08% 3.10% Inflation rate 1.71% 1.71% Mortality table MR-3/FR-3 (BE) INSEE H/F 14-16 (FR) MR-3/FR-3 (BE) INSEE H/F 14-16 (FR) SSEENNSSIITTIIVVIITTYY AANNAALLYYSSIISS OOFF TTHHEE DDBBOO 3311//1122//22002211 Discount rate 00..3333%% 00..8833%% 11..3333%% Amount of the DBO 2 126 1 996 1 878 RREEMMEEAASSUURREEMMEENNTTSS OOFF NNEETT DDEEFFIINNEEDD BBEENNEEFFIITT LLIIAABBIILLIITTYY RREECCOOGGNNIISSEEDD IINN OOTTHHEERR CCOOMMPPRREEHHEENNSSIIVVEE IINNCCOOMMEE CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 198 28) Provisions The components of provisions are as follows: Allocation by operational segment is as follows: The provisions are made up based on the risks related to the litigations, in particular when the recognition conditions of those liabilities are met. These provisions made correspond to the best estimate of outgoing resources considered as likely by the Board of Directors. The Group has no indication on the final amount of disbursement or the timing of the disbursement, it depends on court decisions. No provision has been recorded for the other litigations that mainly concern: • problems of decennial guarantee for which the Group has recourse on the contractor who is generally covered by an insurance of “decennial liability coverage” for this purpose, • pure administrative recourses concerning planning and environmental permits introduced by third parties at the Council of State without any financial consequence for the Group. 29) Trade payables This account is allocated by operational segment as follows: The trade payables are mainly related to the projects O’Sea in Belgium, Eden in Germany and Granaria in Poland. 30) Contract liabilities The contract liabilities, arising from the application of IFRS 15, relate to following operational segment: The increase in contract liabilities is mainly due to the projects O’sea in Belgium and St Germain 2 in France. Contract liabilities include amounts received by the entity as compensation for goods or services that have not yet been provided to the customer. The contract liabilities are settled by the recognition of the turnover. Current contract liabilities include income still to be recognized of EUR 21 969 thousand at 31 December 2021. 100% of the contract liabilities per 31 December 2020 were recognized as revenue in 2021. All amounts reflected in contract liabilities are related to residential activities for which revenue is recognized as a percentage of progress, thus creating discrepancies between payments and the realization of benefits. EUR ('000) 3311//1122//22002211 3311//1122//22002200 Provisions related to the sales 1 201 1 217 Other provisions 1 127 897 TTOOTTAALL PPRROOVVIISSIIOONNSS 22 332288 22 111144 EUR ('000) RReellaatteedd ttoo ssaalleess OOtthheerr 3311//1122//22002211 PPRROOVVIISSIIOONNSS AASS AATT 11 JJAANNUUAARRYY 11 221177 889977 22 111144 Scope changes 1 - 73 - 72 Increase 97 913 1 010 Use/Reversal - 114 - 610 - 724 CCHHAANNGGEESS FFOORR TTHHEE YYEEAARR -- 1166 223300 221144 PPRROOVVIISSIIOONNSS AASS AATT 3311 DDEECCEEMMBBEERR 11 220011 11 112277 22 332288 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Belgium 139 134 Luxembourg 500 500 France 1 689 1 480 TTOOTTAALL PPRROOVVIISSIIOONNSS 22 332288 22 111144 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Belgium 41 548 29 181 Luxembourg 10 920 6 449 France 7 006 9 764 Germany 7 980 4 295 Poland 12 065 7 190 Spain 4 027 4 048 TTOOTTAALL TTRRAADDEE PPAAYYAABBLLEESS 8833 554466 6600 992277 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 199 31) Other current liabilities The components of this account are: Other current liabilities mainly consist of taxes (other than income taxes), the non-eliminated balance of advances received from joint ventures and associates, as well as accrued charges and deferred income. 32) Main contingent assets and liabilities At 31 December 2021, Immobel acknowledges a commitment for contingent liabilities for an amount of 48 217 K EUR for a number of projects in Brussels and Luxembourg. EUR ('000) 3311//1122//22002211 3311//1122//22002200 Guarantees from third parties on behalf of the Group with respect to: - inventories 281 015 198 192 - other assets TTOOTTAALL GGUUAARRAANNTTEEEESS FFRROOMM TTHHIIRRDD PPAARRTTIIEESS OONN BBEEHHAALLFF OOFF TTHHEE GGRROOUUPP 228811 001155 119988 119922 These guarantees consist of: - guarantees "Real estate trader" (acquisitions with registration fee at reduced rate) 33 012 15 518 - guarantees "Law Breyne" (guarantees given in connection with the sale of houses or apartments under construction) 63 207 162 683 184 796 19 991 TTOOTTAALL GGUUAARRAANNTTEEEESS FFRROOMM TTHHIIRRDD PPAARRTTIIEESS OONN BBEEHHAALLFF OOFF TTHHEE GGRROOUUPP 228811 001155 119988 119922 Mortgage power - Amount of inscription 58 852 810 140 Book value of Group's assets pledged for debt securities related to investment property and inventory as a whole 408 052 758 676 BBOOOOKK VVAALLUUEE OOFF PPLLEEDDGGEEDD GGRROOUUPP''SS AASSSSEETTSS 440088 005522 775588 667766 Amount of debts guaranteed by above securities - Non current debts 205 563 289 028 - Current debts 232 739 179 662 TTOOTTAALL AAMMOOUUNNTT OOFF DDEEBBTTSS GGUUAARRAANNTTEEEEDD 443388 330011 446688 669900 - guarantees "Good end of execution" (guarantees given in connection with the execution of works) and "other" (successful completion of payment, rental,…) CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 200 33) Change in working capital The change in working capital by nature is established as follows: The change on inventories is mainly driven by the sale of Laangfur and Beggen in Luxembourg as well as the acquisition of Hemacle in France. The contract assets related to the project Commerce 46 and the contract liabilities related to the project O’sea are the other main components of the changes in working capital. The decrease of the net carrying value of the investment property related to the sale of Scorpio to the Immobel Belux Office Development Fund SCSP is not reflected in the working capital as it is accounted for under the equity method. 34) Information on related parties RELATIONSHIPS WITH SHAREHOLDERS – MAIN SHAREHOLDERS RELATIONSHIPS WITH SENIOR EXECUTIVES These are the remuneration of members of the Executive Committee and of the Board of Directors. RELATIONSHIPS WITH JOINT VENTURES AND ASSOCIATES The relationships with joint ventures and associates consist mainly of loans or advances, whose amounts are recorded in the balance sheet in the following accounts: Those relationships are conducted in accordance with formal terms and conditions agreed with the Group and its partner. The interest rate applicable to these loans and advances is EURIBOR + margin, defined based on internal transfer pricing principles. See note 17 for further information on joint ventures and associates. 35) Events subsequent to reporting date There were no events after the balance sheet date that had a significant impact on the Company's accounts. EUR ('000) 3311//1122//22002211 3311//1122//22002200 Inventories -15 012 -122 815 Other current assets -80 581 35 796 Other current liabilities 35 214 -7 363 CCHHAANNGGEE IINN WWOORRKKIINNGG CCAAPPIITTAALL --6600 337799 --9944 338822 3311//1122//22002211 3311//1122//22002200 A3 Capital NV & A3 Management BVBA 58.99% 58.94% IMMOBEL (Treasury shares) 0.26% 2.90% NNuummbbeerr ooff rreepprreesseennttaattiivvee ccaappiittaall sshhaarreess 99 999977 335566 99 999977 335566 EExxeeccuuttiivvee CChhaaiirrmmaann// CCEEOO EExxeeccuuttiivvee CCoommmmiitttteeee Basic remuneration 640 1 700 Variable remuneration STI 301 718 Variable remuneration LTI 64 3 083 Individual pension commitment None None Other 1 300 311 EUR ('000) 3311//1122//22002211 3311//1122//22002200 Investments in joint ventures and associates - shareholder's loans 101 670 76 644 Other current assets 13 163 20 399 Other current liabilities 38 824 28 544 Interest income 4 247 4 630 Interest expense 1 260 1 287 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 201 36) Companies owned by the Immobel Group Companies forming part of the Group as at 31 December 2021: SUBSIDIARIES – FULLY CONSOLIDATED NAME COMPANY NUMBER HEAD OFFICE GROUP INTEREST (%) (Economic interest) BEYAERT NV 837 807 014 Brussels 100 BOITEUX RESIDENTIAL NV 837797314 Brussels 100 BRUSSELS EAST REAL ESTATE SA 478120522 Brussels 100 BULL'S EYE PROPERTY LUX SA B 138 135 Luxemburg 100 CANAL DEVELOPEMENT SARL B 250 642 Luxemburg 100 CHAMBON NV 837 807 509 Brussels 100 CLUSTER CHAMBON NV 843 656 906 Brussels 100 COMPAGNIE IMMOBILIÈRE DE WALLONIE (CIW) SA 401 541 990 Brussels 100 COMPAGNIE IMMOBILIÈRE LUXEMBOURGEOISE SA B 29 696 Luxemburg 100 EDEN TOWER FRANKFURT GMBH B235375 Frankfurt 100 EMPEREUR FROISSART NV 871 449 879 Brussels 100 ENTREPRISE ET GESTION IMMOBILIÈRES (EGIMO) SA 403 360 741 Brussels 100 ESPACE NIVELLES SA 472 279 241 Brussels 100 FLINT CONSTRUCT NV 506 899 135 Brussels 65 FLINT LAND NV 506 823 614 Brussels 65 FONCIÈRE JENNIFER SA 464 582 884 Brussels 100 FONCIÈRE MONTOYER SA 826 862 642 Brussels 100 FROUNERBOND DEVELOPPEMENT S.À R.L. B251782 Luxemburg 100 GARDEN POINT SP. Z.O.O. 0000 38 84 76 Warsaw 100 GASPERICH DEVELOPPEMENT SARL B263526 Luxembourg 100 GRANARIA DEVELOPMENT GDANSK BIS SP. Z.O.O. 0000 48 02 78 Warsaw 90 GRANARIA DEVELOPMENT GDANSK SP. Z.O.O. 0000 51 06 69 Warsaw 90 HERMES BROWN II NV 890 572 539 Brussels 100 HOTEL GRANARIA DEVELOPMENT SP. Z.O.O. 0000 51 06 64 Warsaw 90 ILOT SAINT ROCH SA 675 860 861 Brussels 100 IMMO DEVAUX I NV 694 904 337 Brussels 100 IMMO DEVAUX II NV 694 897 013 Brussels 100 IMMOBEL FRANCE GESTION SARL 809 724 974 Paris 100 IMMOBEL FRANCE SAS 800 676 850 Paris 100 IMMOBEL FRANCE TERTIAIRE SAS 833 654 221 Paris 100 IMMOBEL GERMANY GMBH 5050 817 557 Köln 100 IMMOBEL GERMANY SARL B231 412 Luxemburg 100 IMMOBEL GP SARL B 247 503 Luxemburg 100 IMMOBEL GUTENBERG BERLIN 1 GMBH HRB 106676 Koln 100 IMMOBEL GUTENBERG BERLIN 2 GMBH HRB 106697 Koln 100 IMMOBEL GUTENBERG BERLIN 3 GMBH HRB 106882 Koln 100 IMMOBEL GUTENBERG BERLIN 4 GMBH HRB 106679 Koln 100 IMMOBEL GUTENBERG BERLIN INVESTMENT GMBH HRB 105188 Koln 100 IMMOBEL HOLDCO SPAIN S.L. B 881 229 62 Madrid 100 IMMOBEL HOLDING LUXEMBOURG SARL B 138 090 Luxemburg 100 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 202 IMMOBEL LUX SA B 130 313 Luxemburg 100 IMMOBEL PM SPAIN S.L. B 882 567 06 Madrid 100 IMMOBEL POLAND SP. Z.O.O. 0000 37 22 17 Warsaw 100 IMMOBEL PROJECT MANAGEMENT SA 475 729 174 Brussels 100 IMMOBEL R.E.M. FUND SARL B 228 335 Luxemburg 100 IMMOBEL REAL ESTATE FUND SC B 228 393 Luxemburg 100 IMMOBEL URBAN LIVING 695 672 419 Brussels 100 IMMO-PUYHOEK SA 847 201 958 Brussels 100 IMZ NV 444 236 838 Brussels 100 INDUSTRIE 52 BV 759 472 584 Brussels 76.84 INFINITO HOLDING S.R.L. 765 474 411 Brussels 76.84 INFINITO S.A. 403 062 219 Brussels 76.84 INFINITY LIVING SA B 211 415 Luxemburg 100 LAKE FRONT SA 562 818 447 Brussels 100 LEBEAU DEVELOPMENT 711 809 556 Brussels 100 LEBEAU SABLON SA 551 947 123 Brussels 100 LES JARDINS DU NORD SA 444 857 737 Brussels 96.2 LOTINVEST DEVELOPMENT SA 417 100 196 Brussels 100 MICHAEL OSTLUND PROPERTY SA 436 089 927 Brussels 100 MILAWEY INVESTMENTS SP. ZO.O. 0000 63 51 51 Warsaw 100 MÖBIUS CONSTRUCT SA 681 630 183 Brussels 100 MONTAGNE RESIDENTIAL SA 837 806 420 Brussels 100 NENNIG DEVELOPPEMENT SARL B 250.824 Luxemburg 100 NP SHOWROOM SNC 837 908 086 Paris 100 OFFICE FUND CARRY SRL 759 610 562 Brussels 100 OFFICE FUND GP SRL 759 610 463 Brussels 100 OKRAGLAK DEVELOPMENT SP. Z.O.O. 0000 26 74 81 Warsaw 100 POLVERMILLEN SARL B 207 813 Luxemburg 100 PORCELYNEGOED NV 429 538 269 Brussels 100 PRINCE ROYAL CONSTRUCT SA 633 872 927 Brussels 100 QUOMAGO SA 425 480 206 Brussels 100 SAS PARIS LANNELONGUE 851 891 721 Paris 100 SAS RUEIL COLMAR 852 152 412 Paris 100 SAS SAINT ANTOINE COUR BERARD 851 891 721 Paris 100 SCCV BUTTES CHAUMONT 882 258 510 Paris 100 SCCV IMMO BOUGIVAL 1 883460420 Paris 100 SCCV IMMO MONTEVRAIN 1 884552308 Paris 100 SCCV IMMO TREMBLAY 1 883461238 Paris 100 SCCV NP ASNIERES SUR SEINE 1 813 388 188 Paris 100 SCCV NP AUBERGENVILLE 1 837 935 857 Paris 100 SCCV NP AULNAY SOUS BOIS 1 811 446 699 Paris 100 SCCV NP BEZONS 1 820 345 718 Paris 100 SCCV NP BEZONS 2 829 707 348 Paris 100 SCCV NP BOIS D'ARCY 1 829 739 515 Paris 100 SCCV NP BONDOUFLE 1 815 057 435 Paris 100 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 203 SCCV NP BUSSY SAINT GEORGES 1 812 264 448 Paris 100 SCCV NP CHATENAY-MALABRY 1 837 914 126 Paris 100 SCCV NP CHELLES 1 824 117 196 Paris 100 SCCV NP CHILLY-MAZARIN 1 838 112 332 Paris 100 SCCV NP CROISSY SUR SEINE 1 817 842 487 Paris 100 SCCV NP CROISSY SUR SEINE 2 822 760 732 Paris 100 SCCV NP CROISSY SUR SEINE 3 822 760 625 Paris 100 SCCV NP CROISSY SUR SEINE 4 832 311 047 Paris 46 SCCV NP DOURDAN 1 820 366 227 Paris 100 SCCV NP DRANCY 1 829 982 180 Paris 100 SCCV NP EAUBONNE 1 850 406 562 Paris 100 SCCV NP FONTENAY AUX ROSES 1 838 330 397 Paris 100 SCCV NP FRANCONVILLE 1 828 852 038 Paris 90 SCCV NP GARGENVILLE 1 837 914 456 Paris 100 SCCV NP ISSY LES MOULINEAUX 1 820 102 770 Paris 85 SCCV NP LA GARENNE-COLOMBES 1 842 234 064 Paris 100 SCCV NP LE PLESSIS TREVISE 1 829 675 545 Paris 100 SCCV NP LE VESINET 1 848 225 884 Paris 51 SCCV NP LIVRY-GARGAN 1 844 512 632 Paris 100 SCCV NP LONGPONT-SUR-ORGE 1 820 373 462 Paris 100 SCCV NP LOUVECIENNES 1 827 572 173 Paris 100 SCCV NP MEUDON 1 829 707 421 Paris 100 SCCV NP MOISSY-CRAMAYEL 1 838 348 738 Paris 100 SCCV NP MONTESSON 1 851 834 119 Paris 51 SCCV NP MONTLHERY 1 823 496 559 Paris 100 SCCV NP MONTLHERY 2 837 935 881 Paris 100 SCCV NP MONTMAGNY 1 838 080 091 Paris 100 SCCV NP NEUILLY SUR MARNE 1 819 611 013 Paris 100 SCCV NP PARIS 1 829 707 157 Paris 100 SCCV NP PARIS 2 842 239 816 Paris 100 SCCV NP RAMBOUILLET 1 833 416 365 Paris 100 SCCV NP ROMAINVILLE 1 829 706 589 Paris 100 SCCV NP SAINT ARNOULT EN YVELINES 1 828 405 837 Paris 100 SCCV NP SAINT GERMAIN EN LAYE 1 829 739 739 Paris 100 SCCV NP SAINT GERMAIN EN LAYE 2 844 464 768 Paris 100 SCCV NP VAUJOURS 1 829 678 960 Paris 100 SCCV NP VILLE D'AVRAY 1 829 743 087 Paris 100 SCCV NP VILLEJUIF 1 829 674 134 Paris 100 SCCV NP VILLEMOMBLE 1 847 809 068 Paris 100 SCCV NP VILLEPINTE 1 810 518 530 Paris 100 SCCV NP VILLIERS SUR MARNE 1 820 147 072 Paris 100 SCCV SCI COMBS LES NOTES FLORALES 820 955 888 Paris 60 SCI LE COEUR DES REMPARTS DE SAINT-ARNOULT-EN-YVELINES 831 266 820 Paris 100 SNC HEMACLE 904 024 999 Paris 100 SNC IMMO MDB 882328339 Paris 100 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 204 JOINT VENTURES – ACCOUNTED FOR UNDER THE EQUITY METHOD SSCV IMMO OTHIS 1 899269773 Paris 100 SSCV IMMO SAVIGNY SUR ORGE 1 809 724 974 Paris 100 T ZOUT CONSTRUCT SA 656 754 831 Brussels 100 THOMAS SA B 33 819 Luxemburg 100 VAARTKOM SA 656 758 393 Brussels 100 VAL D'OR CONSTRUCT SA 656 752 257 Brussels 100 VELDIMMO SA 430 622 986 Brussels 100 VESALIUS CONSTRUCT NV 543 851 185 Brussels 100 ZIELNA DEVELOPMENT SP. Z.O.O. 0000 52 76 58 Warsaw 100 NAME COMPANY NUMBER HEAD OFFICE GROUP INTEREST (%) (Economic interest) BELLA VITA SA 890 019 738 Brussels 50 BORALINA INVESTMENTS SL B 884 669 33 Madrid 50 BROUCKERE TOWER INVEST NV 874 491 622 Brussels 50 CBD INTERNATIONAL SP. Z.O.O. 0000 22 82 37 Warsaw 50 CHÂTEAU DE BEGGEN SA B 133 856 Luxemburg 50 CITYZEN HOLDING SA 721 884 985 Brussels 50 CITYZEN HOTEL SA 721 520 444 Brussels 50 CITYZEN OFFICE SA 721 520 840 Brussels 50 CITYZEN RESIDENCE SA 721 520 642 Brussels 50 CP DEVELOPMENT SP. Z O.O. 0000 63 51 51 Warsaw 50 CSM DEVELOPMENT NV 692 645 524 Brussels 50 CSM PROPERTIES NV 692 645 425 Brussels 50 DEBROUCKERE DEVELOPMENT SA 700 731 661 Brussels 50 DEBROUCKERE LAND NV 662 473 277 Brussels 50 DEBROUCKERE LEISURE NV 750 734 567 Brussels 50 DEBROUCKERE OFFICE NV 750 735 557 Brussels 50 GATEWAY SA 501 968 664 Brussels 50 GOODWAYS SA 405 773 467 Brussels 50 ILOT ECLUSE SA 441 544 592 Gilly 50 IMMO PA 33 1 SA 845 710 336 Brussels 50 IMMO PA 44 1 SA 845 708 257 Brussels 50 IMMO PA 44 2 SA 845 709 049 Brussels 50 KEY WEST DEVELOPMENT SA 738 738 439 Brussels 50 LES 2 PRINCES DEVELOPMENT SA 849 400 294 Brussels 50 LIVINGSTONE RETAIL SARL B 250 233 Luxemburg 33.33 M1 SA B 197 932 Strassen 33.33 M7 SA B 197 934 Strassen 33.33 MÖBIUS II SA 662 474 069 Brussels 50 ODD CONSTRUCT SA 682 966 706 Knokke-Heist 50 PLATEAU D'ERPENT 696 967 368 Namur 50 RAC 3 SA 819 588 830 Antwerp 40 RAC 4 DEVELOPMENT SA 673 640 551 Brussels 40 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 205 ASSOCIATES – ACCOUNTED FOR UNDER THE EQUITY METHOD Except the mentioned elements on note 17, there are no significant restrictions that limit the Group's ability to access assets and settle the liabilities of subsidiaries. In case of financial debts towards credit institutions, the shareholder’s loans reimbursements (reimbursement of cash to the mother company) are subordinated to the reimbursements towards credit institutions. RAC 4 SA 819 593 481 Brussels 40 RAC5 SA 665 775 534 Antwerp 40 RAC6 SA 738 392 110 Brussels 40 SAS BONDY CANAL 904 820 461 Paris 40 SAS TRELAMET 652 013 772 Paris 40 SCCV NP AUBER RE 813 595 956 Paris 50.1 SCCV NP AUBER VICTOR HUGO 833 883 762 Paris 50.12 SCCV NP AUBERVILLIERS 1 824 416 002 Paris 50.1 SCCV NP BESSANCOURT 1 808 351 969 Paris 50.1 SCCV NP BESSANCOURT 2 843 586 397 Paris 50.1 SCCV NP CHARENTON LE PONT 1 833 414 675 Paris 50.98 SCCV NP CRETEIL 1 824 393 300 Paris 50.1 SCCV NP EPINAY SUR ORGE 1 838 577 419 Paris 50.1 SCCV NP VAIRES SUR MARNE 1 813 440 864 Paris 50.1 SCCV PA VILLA COLOMBA 838 112 449 Paris 51 SCHOETTERMARIAL SARL B 245 380 Luxemburg 50 SURF CLUB HOSPITALITY GROUP SL B 935 517 86 Madrid 50 SURF CLUB MARBELLA BEACH SL B 875 448 21 Madrid 50 UNIPARK SA 686 566 889 Brussels 50 UNIVERSALIS PARK 2 SA 665 921 529 Brussels 50 UNIVERSALIS PARK 3 SA 665 921 133 Brussels 50 UNIVERSALIS PARK 3AB SA 665 922 420 Brussels 50 UNIVERSALIS PARK 3C SA 665 921 430 Brussels 50 NAME COMPANY NUMBER HEAD OFFICE GROUP INTEREST (%) (Economic interest) BEIESTACK HOLDING SARL B 247.602 Luxemburg 22.77 BEIESTACK S.A. B 183 641 Luxemburg 22.77 BELUX OFFICE DEVELOPMENT FEEDER CV 759 908 985 Brussels 30.46 DHR CLOS DU CHÂTEAU SA 895 524 784 Brussels 33.33 IMMOBEL BELUX OFFICE DEVELOPMENT FUND SCSP B249896 Luxemburg 22.61 SCCV 73 RICHELIEU 894 876 655 Paris 10 SCCV MONTLHERY ROUTE D'ORLEANS 904 647 823 Paris 20 SSCV 277 SH 901 400 531 Paris 10 URBAN LIVING BELGIUM HOLDING NV 831 672 258 Antwerp 60 URBAN LIVING BELGIUM NV 831 672 258 Antwerp 30 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 206 G. Statement from the responsible persons The undersigned persons state that, to the best of their knowledge: • the Consolidated Financial Statements of Immobel SA and its subsidiaries as of 31st December 2021 have been prepared in accordance with the International Financial Reporting Standards (“IFRS”), and give a true and fair view of the assets and liabilities, financial position and results of the whole of the companies of the Immobel Group as well as the subsidiaries included in the consolidation; • the Director’s Report on the financial year ended at 31st December 2021 gives a fair overview of the development, the results and of the position of the Immobel Group as well as the subsidiaries included in the consolidation, as well as a description of the principal risks and uncertainties faced by the Immobel Group. On behalf of the Board of Directors: Marnix Galle 4 Chairman of the Board of Directors 4 Vaste vertegenwoordiger van de vennootschap A³ Management bvba CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 207 H. Auditor’s report STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF IMMOBEL SA ON THE CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2021 In the context of the statutory audit of the consolidated financial statements of Immobel SA (“the Company”) and its subsidiaries (jointly “the Group”), we provide you with our statutory auditor’s report. This includes our report on the consolidated financial statements for the year ended 31 December 2021 as well as other legal and regulatory requirements. Our report is one and indivisible. We were appointed as statutory auditor by the general meeting of 15 April 2021, in accordance with the proposal of the board of directors issued on the recommendation of the audit committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended 31 December 2023. This is the first year that we have performed the statutory audit of the consolidated financial statements of the Group. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS UNQUALIFIED OPINION We have audited the consolidated financial statements of the Group as of and for the year ended 31 December 2021 prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2021 the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to 1.685.149 KEUR and the consolidated statement of profit or loss shows a profit for the year of 92.345 KEUR. In our opinion, the consolidated financial statements give a true and fair view of the Group’s equity and financial position as at 31 December 2021 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. BASIS FOR OUR UNQUALIFIED OPINION We conducted our audit in accordance with International Standards on Auditing (“ISAs”) as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the “Statutory auditors’ responsibility for the audit of the consolidated financial statements” section of our report. We have complied with the ethical requirements that are relevant to our audit of the consolidated financial statements in Belgium, including the independence requirements. We have obtained from the board of directors and the Company’s officials the explanations and information necessary for performing our audit. 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 judgement, were of most significance in our audit of the consolidated financial statements of the current 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 we do not provide a separate opinion on these matters. Project development revenue (including revenue recognised by joint ventures and associates accounted for under the equity method) We refer to accounting policies E. 16) ‘Operating revenue’ and E.20) ‘Main judgements and main sources of uncertainties related to estimations’ and notes F.1) ‘Operating segment’ and F.2) ‘Revenue’ of the consolidated financial statements. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 208 Description As disclosed in note F.1), revenue (‘project development revenue’) amounts to 526.799 KEUR in 2021, of which 147.290 KEUR attributable to joint ventures and associates accounted for under the equity method (revenue which is not included in the consolidated statement of profit or loss). The Group contracts in a variety of ways. Each project has a different risk and revenue profile based on its individual contractual and delivery characteristics. We determined the recognition and measurement of revenue from the sale of project developments, for which revenue is recognized over time, as a key audit matter due to its size to the consolidated statement of profit or loss, complexity of contract terms, judgement involved to recognize revenue in accordance with the relevant accounting standards (mainly related to revenue from office sale contracts) and the high degree of management judgement involved in determining the percentage of completion of the projects. Our audit procedures For a selection of projects that we considered at higher risk of misstatement, due to either size and/or complexity, we performed the following audit procedures: — We obtained an understanding of the project management and related revenue recognition process and tested the design and implementation of relevant controls. — We assessed the Group’s determination of transfer of control by analyzing the contractual terms of sale against the criteria in the relevant accounting standards. — We discussed the most recent project feasibility analyses including stage of completion with the relevant project manager and/or project controller. We assessed the reasonableness of the key estimates and judgements made by management and challenged them based on comparison with the prior period feasibility study for those projects and comparable transactions. — We assessed the reliability of key inputs to the project feasibility analyses and on a sample basis we assessed the accuracy of these inputs by comparing them to the underlying supporting documents. — We recalculated the margin recognized over the period considering the actual recognized cost incurred and the project’s expected profit margin. — We considered the adequacy of the disclosures in the consolidated financial statements relating to revenue. Recoverability of project development inventories (including inventories held by joint ventures and associates accounted for under the equity method) We refer to accounting policies E. 12) ‘Inventories’, E.20) ‘Main judgements and main sources of uncertainties related to estimations’ and notes F.1) ‘Operating segment’, F.21) ‘Inventories’ and F.17) ‘Investments in joint ventures and associates’ of the consolidated financial statements. Description As disclosed in note F.1), inventories (‘project development inventories’) amount to 1.017.975 KEUR as at 31 December 2021, of which 319.352 KEUR attributable to project development inventories held by joint ventures and associates accounted for under the equity method (which is not included in the consolidated statement of financial position). Inventories are measured at the lower of cost and net realizable value at the balance sheet date. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. A write-down is necessary when the net realizable value at balance sheet date is lower than the carrying value. The determination of the net realizable value used to assess the recoverability of project development inventories involves management judgment as this assessment includes assumptions about future events which inherently are subject to the risk of change and uncertainty. Due to the high degree of management judgement required, we determined the assessment of the net realizable value of project development inventories, and specifically those projects for which the permitting, construction or commercialization process has been significantly delayed, as a key audit matter. Our audit procedures For a selection of projects that we considered at higher risk of misstatement, due to either size to the consolidated statement of financial positions and/or complexity, we performed the following audit procedures: — We obtained an understanding of the project management process and tested the design and implementation of internal controls. CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 209 — We enquired with management and the relevant project managers and/or controllers to obtain an understanding of the progress of development, the risks associated to the project (such as permitting, construction and commercialization) and the projected performance and assessed management’s basis of estimates of the net realizable value. — We inspected updated project feasibility analyses and assessed the assumptions used in forecasting the selling price and costs to complete by comparison to similar transactions; — For those selected projects where sales have been recognized, we analysed the realized margins for impairment indicators in the respective remaining property development inventory balance. — We assessed the reliability of key inputs to the project feasibility analyses and on a sample basis we assessed the accuracy of these inputs by comparing them to the underlying supporting documents. — We tested the reasonableness of the capitalized interest cost and project management fees allocated to the development projects. — We assessed whether the carrying value was the lower of the estimated net realizable value and cost. — We considered the adequacy of the disclosures in the consolidated financial statements relating to project development inventories. OTHER MATTER The consolidated financial statements of the Group for the year ended 31 December 2020, were audited by another auditor who expressed an unqualified opinion on 22 March 2021 on those consolidated financial statements. BOARD OF DIRECTORS’ RESPONSIBILITIES FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS The board of directors is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as board of directors determines, is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. STATUTORY AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these consolidated financial statements. When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the consolidated financial statements in Belgium. The scope of the statutory audit of the consolidated financial statements does not extend to providing assurance on the future viability of the Group nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Group. Our responsibilities regarding the going concern basis of accounting applied by the board of directors are described below. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures: — Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 210 — Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control; — Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by board of directors; — Conclude on the appropriateness of board of directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditors’ 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 the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern; — Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; — Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the audit committee 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. We also provide the audit committee 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. For the matters communicated with the audit committee, 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 auditor’s report unless law or regulation precludes public disclosure about the matter. 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’ annual report on the consolidated financial statements and the other information included in the annual report. STATUTORY AUDITOR’S RESPONSIBILITIES In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors’ annual report on the consolidated financial statements and the other information included in the annual report, and to report on these matters. ASPECTS CONCERNING THE BOARD OF DIRECTORS’ ANNUAL REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS AND OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT Based on specific work performed on the board of directors’ annual report on the consolidated financial statements, we are of the opinion that this report is consistent with the consolidated financial statements for the same period and has been prepared in accordance with article 3:32 of the Companies’ and Associations’ Code. In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors’ annual report on the consolidated financial statements and other information included in the annual report: — Message from the executive chair — 2021 key figures — Shareholder information CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 211 — Activities contain material misstatements, or information that is incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you. INFORMATION ABOUT THE INDEPENDENCE — Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the consolidated accounts and our audit firm remained independent of the Group during the term of our mandate. — The fees for the additional engagements which are compatible with the statutory audit referred to in article 3:65 of the Companies’ and Associations’ Code were correctly stated and disclosed in the notes to the consolidated financial statements. EUROPEAN SINGLE ELECTRONIC FORMAT (ESEF) In accordance with the draft standard on the audit of compliance of the Financial Statements with the European Single Electronic Format (hereafter “ESEF”), we have audited as well whether the ESEF-format is in accordance with the regulatory technical standards as laid down in the EU Delegated Regulation nr. 2019/815 of 17 December 2018 (hereafter “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 (hereafter “digital consolidated financial statements”) included in the annual financial report. It is our responsibility to obtain sufficient and appropriate information to conclude whether the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements under the Delegated Regulation. At the date of this report, we have not yet received the annual financial report and the digital consolidated financial statements prepared by the board of directors. We have reminded the board of directors of their legal responsibility to provide the documents to the statutory auditor and the shareholders within the deadlines stipulated in the Belgian Companies’ and Associations’ Code. As a result, we were unable to conclude whether the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements under the Delegated Regulation. OTHER ASPECT — This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation (EU) No 537/2014. Zaventem, 18 March 2022 KPMG Bedrijfsrevisoren - Réviseurs d’Entreprises Statutory Auditor represented by Filip De Bock Bedrijfsrevisor / Réviseur d’Entreprises CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 212 II. Statutory condensed financial statements The financial statements of the parent company, Immobel SA, are presented below in a condensed form. In accordance with Belgian company law, the Directors' Report and Financial Statements of the parent company, Immobel SA, together with the Statutory Auditor’s Report, have been filed at the National Bank of Belgium. They are available on request from: Immobel SA Rue de la Régence 58 BE-1000 Brussels Belgium www.immobelgroup.com The statutory auditor issued an unqualified report on the financial statements of Immobel SA. A. Statement of financial position (in thousands EUR) AASSSSEETTSS 3311//1122//22002211 3311//1122//22002200 FFIIXXEEDD AASSSSEETTSS 446622 991111 334466 661155 Start-Up costs 194 113 Intangible fixed assets 164 285 Tangible fixed assets 2 403 846 Financial fixed assets 460 150 345 371 CCUURRRREENNTT AASSSSEETTSS 558822 554488 559922 888866 Amounts receivable after one year 327 Stocks and contracts in progress 43 851 47 887 Amounts receivable within one year 368 590 491 618 Treasury shares 1 205 13 076 Cash equivalents 162 940 34 476 Deferred charges and accrued income 5 962 5 502 TTOOTTAALL AASSSSEETTSS 11 004455 445599 993399 550011 LLIIAABBIILLIITTIIEESS 3311//1122//22002211 3311//1122//22002200 SSHHAARREEHHOOLLDDEERRSS'' EEQQUUIITTYY 331177 001100 332222 449911 Capital 97 357 97 357 Reserves 107 076 107 076 Accumulated profits 112 577 118 058 PPRROOVVIISSIIOONNSS AANNDD DDEEFFEERRRREEDD TTAAXXEESS 229966 447788 Provisions for liabilities and charges 296 478 DDEEBBTTSS 772288 115522 661166 553322 Amounts payable after one year 374 947 380 006 Amounts payable within one year 348 740 231 710 Accrued charges and deferred income 4 465 4 816 TTOOTTAALL LLIIAABBIILLIITTIIEESS 11 004455 445599 993399 550011 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 213 B. Statement of comprehensive income (in thousands EUR) C. Appropriation account (in thousands EUR) 3311//1122//22002211 3311//1122//22002200 Operating income 27 283 20 162 Operating charges -21 177 -15 993 OOPPEERRAATTIINNGG RREESSUULLTT 66 110066 44 116699 Financial income 35 660 87 727 Financial charges -15 532 -15 528 FFIINNAANNCCIIAALL RREESSUULLTT 2200 112288 7722 119999 PPRROOFFIITT OOFF TTHHEE FFIINNAANNCCIIAALL YYEEAARR BBEEFFOORREE TTAAXXEESS 2266 223344 7766 336688 Taxes - 375 - 220 PPRROOFFIITT OOFF TTHHEE FFIINNAANNCCIIAALL YYEEAARR 2255 885599 7766 114488 PPRROOFFIITT OOFF TTHHEE FFIINNAANNCCIIAALL YYEEAARR TTOO BBEE AAPPPPRROOPPRRIIAATTEEDD 2255 885599 7766 114488 3311//1122//22002211 3311//1122//22002200 PPRROOFFIITT TTOO BBEE AAPPPPRROOPPRRIIAATTEEDD 114433 991177 114466 000000 Profit for the financial year available for appropriation 25 859 76 148 Profit carried forward 118 058 69 852 AAPPPPRROOPPRRIIAATTIIOONN TTOO EEQQUUIITTYY To other reserves RREESSUULLTT TTOO BBEE CCAARRRRIIEEDD FFOORRWWAARRDD 111122 557777 111188 005588 Profit to be carried forward 112 577 118 058 PPRROOFFIITT AAVVAAIILLAABBLLEE FFOORR DDIISSTTRRIIBBUUTTIIOONN 111188 005588 6699 885522 Dividends 30 409 27 609 Other beneficiaries 931 333 CONSOLIDATED ACCOUNTS & CONDENSED STATUTORY ACCOUNTS ANNUAL REPORT 2021 214 D. Summary of accounting policies Tangible assets are recorded as assets net of accumulated depreciation, at either their cost price or contribution value (value at which they were brought into the business), including ancillary costs and non-deductible VAT. Depreciation is calculated by the straight-line method. The main depreciation rates are the following: • Buildings 3 % • Buildings improvements 5 % • Office furniture and equipment 10 % • Computer equipment 33 % • Vehicles 20 % Financial Fixed Assets are entered either at their purchase price, after taking into account any amounts still not paid up and any write-offs made. They are written down if they suffer a capital loss or a justifiable long-term loss in value. Amounts Receivable within one year and those receivable after one year are recorded at their nominal value. Write- downs are applied in case of permanent impairment or if the repayment value at the closing date is less than the book value. Stocks are recorded at their purchase price or contribution value, including, in addition to the purchase price, the ancillary costs, duties and taxes relating to them. The infrastructure costs are recorded at their cost price. Realisation of stocks is recorded at the weighted average price. Work in progress is valued at cost price. Profits are, in principle, recorded on the basis of the percentage of completion of the work. Write-downs are applied as appropriate, according to the selling price or the market value. The sales and the purchases of properties are recorded at the signature of the notarial act in so far as the eventual conditions precedents are lifted and a clause of deferred property transfer is foreseen in the compromise under private signature Short term investments are recorded as assets at their purchase price (ancillary costs excluded) or contribution value. Their values are adjusted, provided that the depreciation is lasting. Cash at bank and in hand are recorded at their nominal value. Values are adjusted if the estimated value at the end of the financial year is lower than the book value. At the close of each financial year, the Board of Directors, acting with prudence, sincerity and in good faith, examines the provisions to be set aside to cover the major repairs or major maintenance and the risks arising from completion of orders placed or received, advances made, technical guarantees after sale or delivery and current litigations. Amounts Payable are recorded at their nominal value. GENERAL infoa Eden, Frankfurt GENERAL INFORMATION ANNUAL REPORT 2021 215 GENERAL infoa GENERAL INFORMATION ANNUAL REPORT 2021 216 COMPANY NAME Immobel REGISTERED OFFICE Rue de la Régence, 58 - 1000 Brussels - Belgium RPM / RPR (Legal Entes Register) - VAT BE 0405.966.675 FORM OF THE COMPANY Belgian registered joint stock company, constuted on 9 July 1863, authorised by the Royal Decree of 23 July 1863. TERM Indenite DISCLOSURE OF SHAREHOLDINGS (Arcle 10 of the Arcles of Associaon – excerpt) In addion to the transparency declaraon thresholds provided for in the Belgian legislaon, the disclosure obligaon provided for in this legislaon is also applicable as soon as the number of vong rights held by a person acng alone or by persons acng in concert reaches, exceeds or falls below a threshold of 3% of the total exisng vong rights. Any obligaon imposed by the current legislaon on holders of 5% (or any mulple of 5%) of the total exisng vong securies is also applicable to the addional 3% thresholds. WEBSITE www.immobelgroup.com FINANCIAL CALENDAR Publicaon of 2021 annual accounts: 10 March 2022 Annual General Meeng 2022: 21 April 2022 Publicaon of 2022 half-year results: 8 September 2022 Publicaon of 2022 annual accounts: 9 March 2023 Annual General Meeng 2023: 20 April 2023 FINANCIAL SERVICES BNP Paribas Fors KBC Bank ING Belgique Banque Degroof Petercam INVESTOR RELATIONS Karel Breda +32 (0)2 422 53 50 CHIEF EDITOR Caroline Kerremans +32 (0)2 422 53 37 DESIGN & PRODUCTION ChrisCom - www.chriscom.be MAIN PHOTOGRAPHS Triptyque, Marc Dee GENERAL INFORMATION Immobel does its utmost to respect the legal prescripons related to copyrights. It kindly invites any person whose rights may have been infringed to contact the Company. This report is available in English, Dutch and French. KPMG Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises, a Belgian BV/SRL and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Document Classification: KPMG Public Zetel - Siège: Luchthaven Brussel Nationaal 1K B-1930 Zaventem KPMG Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises BV/SRL Ondernemingsnummer / Numéro d’entreprise 0419.122.548 BTW - TVA BE 0419.122.548 RPR Brussel - RPM Bruxelles IBAN : BE 95 0018 4771 0358 BIC : GEBABEBB Statutory auditor’s report to the general meeting of shareholders in accordance with article 4 of the EU Transparency Directive , regarding the compliance of the consolidated financial statements in the form of an electronic file of Immobel NV as of December 31, 2021 with the ESEF (European Single Electronic Format) requirements as per the Delegated Regulation (EU) 2019/815 Engagement In accordance with article 4 of the EU Transparency Directive, the statutory auditor is required to report whether the format of and the tagging of information in the consolidated financial statements in the form of an electronic file (hereafter “digital consolidated financial statements”) is in compliance with the ESEF requirements and the ESEF technical standards (ESEF Regulatory Technical Standard, “RTS”) as laid down in the European Delegated Regulation nr. 2019/815 of 17 December 2018 (hereafter “Delegated Regulation”) applicable to the digital consolidated financial statements as per December 31, 2021. Board of directors’ responsibilities The board of directors is responsible for preparing the digital consolidated financial statements included in the annual financial report in accordance with the ESEF requirements applicable to the digital consolidated financial statements as per December 31, 2021. This responsibility includes the selection and application of the most appropriate methods to prepare the digital consolidated financial statements. Moreover, the responsibility of the board of directors also includes the design, implementation and maintenance of systems and processes, that are relevant to prepare the digital consolidated financial statements that are free of material misstatement whether due to fraud or error. The board of directors needs to ensure that the digital consolidated financial statements are consistent with the consolidated financial statements presented in human-readable format. Responsibilities of the statutory auditor Based on our work performed, it is our responsibility to conclude whether the format and the tagging of information in the digital consolidated financial statements as per December 31, 2021, included in the annual financial report of Immobel NV (hereafter “the Issuer”) are, in all material respects, prepared in compliance with the ESEF requirements under the Delegated Regulation. We conducted our procedures in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”. This standard prescribes that we comply with the ethical requirements and that we plan and perform our procedures to obtain reasonable assurance that nothing has been brought to our attention that leads us to conclude that the digital consolidated financial statements have not been prepared in all material respects in accordance with the ESEF requirements applied by the Issuer. Statutory auditor’s report to the general meeting of shareholders in accordance with article 4 of the EU Transparency Directive, regarding the compliance of the consolidated financial statements in the form of an electronic file of Immobel NV as of Decembe r 31, 2021 with the ESEF (European Single Electronic Format) requirements as per the Delegated Regulation (EU) 2019/815 Document Classification: KPMG Public 2 The procedures selected depend on our judgment, including the assessment of the risks of material misstatements in the digital consolidated financial statements and in the declarations of the board of directors. The set of procedures performed by us included amongst others the following procedures: — Verifying whether the digital consolidated financial statements in XHTML format were prepared in accordance with article 3 of the Delegated Regulation; — Obtaining an understanding of the Issuer’s processes for preparing and tagging of its digital consolidated financial statements and of the internal control measures relevant to this engagement, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control, that are designed to provide reasonable assurance whether the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF technical requirements; — Reconciling the tagged data with the audited consolidated financial statements of the Issuer as per December 31, 2021; — Evaluating the completeness and fairness of the Issuer’s applied tagging of the digital consolidated financial statements; — Evaluating the appropriateness of the Issuer’s use of XBRL elements selected from the ESEF taxonomy and the evaluating the establishment of the extension taxonomy. Our independence and internal quality control We have complied with the independence and other ethical requirements of the Belgian legislation and regulations in force in Belgium that are applicable in the context of this engagement. These are based on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies International Standard on Quality Control (ISQC) 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Conclusion In our opinion, based on our work performed, the format of and the tagging of information in the digital consolidated financial statements as per December 31, 2021, included in the annual financial report of Immobel NV, are, in all material respects, prepared in compliance with the ESEF requirements under the Delegated Regulation. Statutory auditor’s report to the general meeting of shareholders in accordance with article 4 of the EU Transparency Directive, regarding the compliance of the consolidated financial statements in the form of an electronic file of Immobel NV as of Decembe r 31, 2021 with the ESEF (European Single Electronic Format) requirements as per the Delegated Regulation (EU) 2019/815 Document Classification: KPMG Public 3 In this report we do not express an audit opinion, review conclusion or any other assurance conclusion on the consolidated financial statements as such. Our audit opinion relating to the consolidated financial statements is set out in our statutory auditor’s report dated March 18, 2022. Other matter The consolidated financial statements of Immobel NV have been prepared by the board of directors of the Issuer on March 10, 2022, and a statutory audit has been performed. This report is not a reissuance of our statutory auditor’s report. Our statutory auditor’s report (signed on March 18, 2022) includes an unqualified opinion on the true and fair view of the Issuer’s and its subsidiaries’ equity and financial position as at December 31, 2021 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. Antwerp, April 19, 2022 KPMG Bedrijfsrevisoren - Réviseurs d’Entreprises Statutory Auditor represented by Filip De Bock Bedrijfsrevisor / Réviseur d’Entreprises
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