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Intervest Offices & Warehouses NV

Annual Report Mar 25, 2022

3966_rns_2022-03-25_35a22af7-e811-4e30-bc8b-92e0a1f661d1.pdf

Annual Report

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Front cover photo: Antwerp - Greenhouse Collection at the Singel Back cover photo: Antwerp - Greenhouse Collection at the Singel Contents photo: Diegem - Greenhouse BXL - co-working

Alternative performance measures

Alternative performance measures are criteria used by Intervest to measure and monitor its operational performance. This Annual Report 2021 uses the measures, but they are not defined by an Act or in the generally accepted accounting principles (GAAP). The European Securities and Markets Authority (ESMA) issued guidelines which, as of 3 July 2016, apply on the use and explanation of the alternative performance measures. The concepts which Intervest considers to be alternative performance measures are included in the last chapter of this Annual Report 2021, called "Terminology and alternative performance measures". The alternative measures are indicated with a ★ and include a definition, objective and reconciliation as required by the ESMA guidelines.

Letter to shareholders 4

Intervest at a glance 8
Who's Intervest? 9
Mission and vision 9
Strategy 11
Strengths 12
Key figures 2021 13
Activities 2021 15
Consolidated key figures over 2 years 18
Financial calendar 2022 19
History and milestones 20

Strategy #connect2022 22

Growth strategy 23
Investment strategy 26
Environmental-Social-Governance (ESG) 29

Activity report 33

Property report 34
Transactions and developments in 2021 36
Composition of the portfolio 42
Overview of the portfolio 61
Valuation of the portfolio by
property experts
63
The market for logistics real estate
and offices
65
Financial report 70
Financial results 2021 71
Financial structure 76
Profit distribution 2021 84
EPRA Best Practices 85
Outlook for 2022 95
Investments and development potential 95
EPRA earnings and gross dividend 97
Financial calendar 2022 98
Intervest on the stock exchange 99
Stock market information 99
Dividend en shares 103
Shareholders 104

Corporate governance

statement 106
General 107
Management entities 109
Diversity policy 123
Remuneration report 124
Conflicts of interest and other regulations 136
Other parties involved 139
Financial statements 143
Consolidated income statement 144
Consolidated statement of comprehensive
income 145
Consolidated balance sheet 146
Statement of changes in consolidated equity 148
Consolidated cash flow statement 152
Notes on the consolidated annual accounts 154
Statutory auditor's report 201
Statutory annual accounts
Intervest Offices & Warehouses nv 206

Risk factors 219

General information 236
Identification 237
Extract from the articles of association 241
Statutory auditor 244
Liquidity provider 244
Property experts 244
Property managers 244
Legal framework and tax systems 245
Information related to the annual financial
reports of 2019 and 2018
248
Required components of the annual report 248
Persons responsible for the content of the
annual report
248
Terminology and alternative
performance measures 249

LETTER TO SHAREHOLDERS

Dear Shareholders

As the newly appointed chairwoman of the supervisory board, I am genuinely proud to be able to look back with you on a particularly successful year, but also one marked by unpredictable circumstances and uncertainties in several areas.

First of all, I would like to thank #TeamIntervest for building up an organisation that has demonstrated its strength and agility. This team has succeeded in reorienting itself from the purchasing of leased buildings to realising real estate projects from land position to leased buildings at strategic locations to renowned tenants. In often difficult circumstances, the team has continued to work together with motivation in order to realise the #connect2022 strategy, paying constant attention to the changing needs of our tenants.

I thank all our stakeholders, tenants, partners, suppliers and financiers for their continued confidence in Intervest, resulting in, among other things, the renewal of a number of important lease contracts, the rise in the occupancy rate, the realisation of a number of strategic development projects and the further improvement of the financial structure.

Naturally, a word of thanks to the shareholders who helped support the #connect2022 strategy and the turnaround. The exercise of the optional dividend by a significant number of shareholders and the rise of the share over the past few months are, to me, important indicators of the confidence in the strategy and in the achievements of Intervest over the past year.

With #connect2022, Intervest concretises its further development and growth and aims to be a reference for sustainable value creation

In June 2020, under the name #connect2022, Intervest outlined its strategy, based on four closely linked pillars: value creation, customer focus, sustainability and #TeamIntervest. Over the past year, Intervest has taken further steps in the implementation of this strategy, more specifically at the level of the further growth of the fair value of the real estate portfolio, in realising set of the sustainability objectives and in carrying out the (re)development of real estate projects, under own management, focused on sustainable value creation from the perspective of both investment and financing.

2021 can be summarised as a year with successful realisations in the #connect2022 growth plan and strong financial results, through strategic leasings and sustainable value creation with own development projects

The strategy of Intervest is to invest in projects that create value, more specifically in two real estate segments whereby, at the end of 2021, logistics real estate represents 68% and offices 32% of the real estate portfolio.

This represents a 5% points increase in the share of logistics real estate compared to 2020, with 42% of the logistics real estate portfolio located in the Netherlands.

The real estate portfolio has a fair value of €1.209 million at the end of 2021. In addition to the real estate available for lease amounting to approximately €1.099 million, this total value also includes approximately €110 million of project developments and land reserves.

These project developments concern projects for which construction has already started, such as the redevelopment of the office building Greenhouse Collection at the Singel in Antwerp and the logistics (re) developments in Herentals (Herentals Green Logistics) and in Genk (Genk Green Logistics).

The success of the Genk Green Logistics development project, a joint venture with Group Machiels, is demonstrated by the (pre-)leasing already of 35% of the available 250.000 m².

In addition to these already started project developments, Intervest also has strategically located land reserves in Puurs, Genk, Herentals, 's-Hertogenbosch (NL) and Venlo (NL), available for future developments.

In both real estate segments a number of important rental transactions were realised, as a result of which the average duration of the lease agreements until the first expiry date of 4,0 years last year rose to 4,3 years for the total portfolio and from 4,8 years last year to 5,3 years for the logistics portfolio.

The driven approach in the rental policy also provides an increase in the occupancy rate compared to year-end 2020. For the total real estate portfolio the occupancy rate increases by 1% point to 94%. In the logistics portfolio, we note an increase of 4% points, leading to full occupancy at the end of 2021.

Intervest closes 2021 with EPRA earnings per share of € 1,74, an increase of 9% compared to 2020 and can propose a gross dividend of € 1,53 which is the same as for 2020. This represents a gross dividend yield of 5,4% (based on the closing price of 31 December 2021).

Through its investments in two real estate segments with their own cyclical dynamics, a base of creditworthy and diversified tenants, sufficient financing capacity, a strong balance sheet and the realisation of important milestones in the strategic growth plan #connect2022, Intervest has created a solid basis for the future

Building on its strategic achievements and the strategy outlined, Intervest looks to the future with confidence.

Intervest has more than 350.000 m² with a value of €425 million of projects under construction and future development potential, of which only € 135 million was already invested at the end of 2021.

The financing structure of Intervest was further fine-tuned in 2021 with the tightening of the average interest rate to 1,8%, sufficient available credit lines and no maturity date until 2023. The average remaining duration of the long-term credit lines rose to 4,1 years compared to 3,8 years at year-end 2020.

Sustainable entrepreneurship is embedded in Intervest's DNA and will serve as a guiding principle in drawing up a detailed roadmap to outline the longterm ESG policy.

Looking ahead to 2022, Intervest expects to achieve EPRA earnings comparable with that of 2021 and also intends to propose a gross dividend per share of at least € 1,53.

Further growth of the EPRA earnings, based on the existing development potential and rooted in the value creation resulting from the project developments under own management, is expected to be fully realised as from 2023.

With me there is a team you can count on to lead Intervest on the road set out and to realise future growth. The confidence of you and our stakeholders is of particular importance as is the ongoing commitment of #TeamIntervest. I would like to take this opportunity to express my sincere gratitude and to thank everyone for this.

Ann Smolders

Chairwoman supervisory board

Forecasts are based on current knowledge and estimates of interest rate fluctuations, the strategic growth plan #connect2022 and barring unforeseen circumstances (such as possible effects of the corona crisis and the further evolution of the geopolitical situation in Eastern Europe).

INTERVEST AT A GLANCE

  • 1 Who's Intervest?
  • 2 Mission and vision
  • 3 Strategy
  • 4 Strengths
  • 5 Key figures 2021
  • 6 Activities 2021
  • 7 Consolidated key figures over 2 years
  • 8 Financial calendar 2022
  • 9 History and milestones

1 Who's Intervest?

Intervest Offices & Warehouses nv, a public regulated real estate company (RREC), active in the market for logistics buildings and offices, with a solid growth plan based on a reorientation in the office portfolio and an expansion in the logistics portfolio in Belgium and the Netherlands.

Intervest Offices & Warehouses (hereinafter Intervest) invests in high-quality office buildings and in logistics buildings that are leased to first-rate tenants. The real estate in which Intervest invests concerns primarily up-to-date buildings that are strategically located, often in clusters, and also with a focus on sustainable (re)development projects.

The logistics portfolio (68%) is located in Belgium on major traffic axes: Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège and Antwerp - Ghent - Lille. 42% of the logistics real estate is located in the southern part of the Netherlands.

The office segment (32%) of the real estate portfolio is concentrated in and around central cities such as Antwerp, Mechelen, Brussels and Leuven.

The total real estate portfolio has a value of € 1,2 billion and a leasable area of 1,1 million m² as at yearend 2021.

The shares of Intervest have been listed on Euronext Brussels (INTO) since 1999. As at 31 December 2021, the market value amounts to € 742 million.

2 Mission & vision

What does Intervest stand for?

Intervest is a real estate partner that goes beyond just letting square metres of office or logistics space, beyond real estate. Value creation through the generation of solid and recurrent cash flows, on a welldiversified real estate portfolio, with respect for ESG criteria, and this for all stakeholders, is the core of the mission.

Based on a robust growth plan, Intervest stands for inspiring and innovative offices and customer-driven high-performance logistics real estate.

By listening to the wishes of customers, by thinking along with them and thinking ahead, Intervest works to "unburden" them and can offer them added value. From flexible workplaces for individual co-workers to a corporate HQ, from solutions for the starting SME to large logistics centres, all customers can count on extensive service provisions and flexible solutions that allow them to focus on what is really important for them.

For #TeamIntervest, Intervest wants to be a reliable employer that creates a caring environment in which they can fully develop their potential.

What is Intervest's vision for the future?

Intervest aims to be a valued and recognised real estate partner and wishes to grow together with customers, developers and brokers by striving for win-win situations.

In logistics real estate, Intervest's ambition is to achieve a prominent presence along important logistics axes. By building up a strong market position along these axes, Intervest is building clusters in order to provide its customers with optimal support as a real estate partner, both with existing buildings and with the creation of customised buildings.

In the office market, Intervest anticipates evolutions in the changing visions regarding work and the accompanying need for a mixed work environment, extensive service provisions and community building in inspiring environments. The well-being of the employee is central in this.

ACHIEVING MORE TOGETHER #TeamIntervest

" At the heart of the #connect2022 strategy is #TeamIntervest. Working with the available competencies and aspirations, giving more autonomy within the agreed operational targets and encouraging entrepreneurial initiatives. Shared leadership, with myself as ceo also serving the whole. It's about creating a future-proof environment where people trust each other, are proud of what they do and derive satisfaction from what they achieve together.

TeamIntervest: achieving more together.

Gunther Gielen, ceo Intervest Offices & Warehouses

3 Strategy

#CONNECT2022

As a team creating sustainable value for customers

The four pillars of the strategy (value creation, sustainability, customer focus and #Team Intervest) are inextricably linked. This close connection is reflected in the concrete targets set for the period 2020 - 2022.

VALUE CREATION SUSTAINABILITY CUSTOMER FOCUS #TEAMINTERVEST





30% growth in the fair value
of the real estate portfolio
10% growth in EPRA
earnings per share
Increase in average rental
period: > 5 years
Extend duration of debts
Active asset and liability
management
Balanced credit-portfolio



100% of electricity consump
tion from renewable sources
80% of the logistics real estate
equipped with solar panels
80% of the real estate
portfolio equipped with
smart meters
30% of the real estate
portfolio certified to at least
BREEAM "Very Good"

Improvement in customer
loyalty by increasing the total
number of years as tenant
Starting to measure the NPS
(Net Promoter Score), an
indication of satisfaction
and loyalty

The pursuit of
sustainable motivation
among employees
The attraction and
retention of profes
sional employees

4 Strengths

5 Key figures 2021

REAL ESTATE

FINANCIAL

1,74 EPRA earnings per share

24,83 EPRA NTA per share

4,1 year remaining duration of long-term credit lines

1,8% Average interest rate of the financings

45,0% Debt ratio

1,53 Proposed gross dividend per share

+4% Organic growth rental income

STOCK MARKET

742 million Market capitalisation

5,4% Gross dividend yield

SUSTAINABILITY

25%

of the real estate portfolio at least BREEAM "Very Good"

62%

of the logistics real estate portfolio with solar panels: 30 MWp

100%

electricity from sustainable sources

56%

of the real estate portfolio equipped with smart meters

TEAM

Fair value of the real estate portfolio

6 Activities 2021

Successful realisations in growth plan #connect2022 through strategic leasing and sustainable value creation with own development projects

Strong financial results and key figures

  • 〉 EPRA earnings per share amount to € 1,74 for 2021, an increase of 9% compared to 2020 and above the initial expectations set for 2021
  • 〉 Proposed gross dividend of € 1,53 for 2021 at the same level as for 2020 or a gross dividend return of 5,4%1
  • 〉 Increase in operating margin by 2% points to 82% compared to the same period in the previous year
  • 〉 Organic growth2 in rental income of 4% compared to the previous year
  • 〉 Increase in fair value of investment properties by € 191 million or 19% compared to 31 December 2020 through:
    • › € 54 million investments in sustainable project developments: Herentals Green Logistics, Genk Green Logistics and Greenhouse Collection at the Singel
    • › € 66 million positive variation in fair value, combined result of value increase in logistics portfolio of € 77 million, or 12%, and value decrease in office portfolio of € 11 million, or 3%
    • › € 63 million of acquisitions in logistics sites, of which € 47 million in Belgium (site in Tessenderlo and land reserve in Puurs) and € 16 million in the Netherlands (site in Breda and land position in Venlo) › € 8 million in sustainable investments to future-proof the existing portfolio
  • 〉 Realisation of a carefully thought out growth of 35% of the real estate portfolio since the beginning of 2020, of which 27% as a result of acquisitions and project developments
  • 〉 An increase in the occupancy rate compared to year-end 2020:
    • › For the total real estate portfolio with 1% point to 94% › For the logistics portfolio with 4% points to 100%
  • 〉 Increase in WALB from 4,0 years in the previous year to 4,3 years for the total portfolio and from 4,8 years in the previous year to 5,3 years for the logistics portfolio
  • 〉 Genk Green Logistics: 35% of the available 250.000 m² already (pre)leased:
    • › Eddie Stobart Logistics Europe: 4 units for a total of 45.000 m², of which 25.000 m² are already in use
    • › P&O Ferrymasters: a 10.000 m² warehouse in use since late 2021
    • › Neovia Logistics: a 10.000 m² warehouse with scheduled delivery in Q2 2022
    • › Nippon Express Belgium: a 21.000 m² warehouse with scheduled delivery in Q2 2022
  • › Advanced negotiations are ongoing for several other units
  • 〉 Important rental transactions in the logistics portfolio:
    • › In Herentals, two new tenants (Biscuiterie Thijs for 5 years and 3 months; Transport Van de Poel for 10 years and 4 months), following the departure of Nike Europe Holding and an agreement with STG for 13,5 years in the development project Herentals Green Logistics
    • › Lease extension in Herstal of Vincent Logistics with 3 years until 2027
    • › Leasing with PostNL Pakketten België in Oevel for 3,5 years following the early departure of the previous tenant

Genk › Genk Green Logistics

Oevel › Post NL

1 On the basis of the closing price of the share as at 31 December 2021, which amounts to € 28,20.

2 This concerns the rental income growth of the existing portfolio, including the delivered and leased projects, excluding the acquisitions.

Strategic realisations of the Netherlands team

  • 〉 A sale-and-lease-back agreement with Nouwens Transport Breda, for 17,7 years, first logistics site in Breda
  • 〉 Extension of important lease agreements in the logistics portfolio:
    • › In Eindhoven (Gold Forum) with OneMed, a 13-year agreement with two break moments
    • › In Eindhoven (Silver Forum) with ASML until the end of 2023
    • › In Roosendaal with a German supermarket chain for 9 years

Solid foundation for recurring future value creation

  • 〉 Focus in both segments on future development potential as well as future-proof modernisation of the existing portfolio
  • 〉 Strategically present in two real estate segments:
    • logistics real estate (68%) and offices (32%);
    • › 5% points increase in the share of logistics real estate compared to 2020
    • › 42% of the logistics real estate portfolio is located in the Netherlands
  • 〉 Diversified, solid tenants
  • 〉 Next steps in successful (re)development approach through and with #TeamIntervest:
    • › The redevelopment project in the office segment: Greenhouse Woluwe Garden
  • › Own development projects in the logistics segment: Genk Green Logistics, Herentals Green Logistics, Puurs, Venlo and 's-Hertogenbosch
  • 〉 350.000 m² with a property value of € 425 million in projects under construction and future development potential, of which € 135 million was invested by the end of 2021
  • 〉 Further optimisation of financing structure:
    • › Sharpening of the average interest rate to 1,8%
    • › Until 2023 no more financing on maturity
    • › Increase in average remaining duration of the long-term credit lines to 4,1 years compared to 3,8 years as at end of 2020
  • 〉 Sufficient investment capacity through € 78 million of not-withdrawn credit lines (after hedging of the issued commercial paper)

ESG

  • 〉 Sustainable entrepreneurship awarded with UNITAR- 'SDG Pioneer' certificate
  • 〉 Successful #connect2022 strategy lays foundation in drawing up a detailed roadmap to outline the long-term ESG policy
  • 〉 Strategic analysis reveals which properties meet future expectations and changing needs of users regarding sustainability and well-being; approximately 86% of the total portfolio is future-proof

Outlook

  • 〉 For 2022 Intervest expects a similar EPRA result as for 2021
  • 〉 The growth linked to strategic focus on own (re)developments will start paying off from 2023 onwards with an expected EPRA result increase compared to 2022
  • 〉 Intervest intends to propose a gross dividend per share of at least € 1,53 for the financial year 2022

Outlook is based on the current knowledge and assessment of interest rate fluctuations, the strategic growth plan, #connect2022, and are subject to unforeseen circumstances (such as possible effects of the corona crisis and the further evolution of the geopolitical situation in Eastern Europe).

7 Consolidated key figures over 2 years

In thousands € 31.12.2021 31.12.2020
Real estate key figures
Fair value of real estate 1.208.944 1.017.958
Fair value of real estate available for lease 1.098.820 965.796
Gross lease yield on real estate available for lease (in %) 6,4% 6,9%
Gross lease yield on real estate available for lease at 100% occupancy rate (in %) 6,8% 7,4%
Average remaining duration of lease contracts (until first expiry date) (in years) 4,3 4,0
Average remaining duration of lease contracts logistics portfolio (until first expiry date)
(in years)
5,3 4,8
Average remaining duration of lease contracts offices portfolio (until first expiry date) (in
years)
2,6 2,9
Occupancy rate total portfolio (in %) 94% 93%
Occupancy rate logistics portfolio (in %) 100% 96%
Occupancy rate logistics portfolio NL (in %) 100% 98%
Occupancy rate logistics portfolio BE (in %) 99% 95%
Occupancy rate offices (in %) 87% 88%
Gross leasable surface area (in thousands of m²) 1.111 1.046
Financial key figures
EPRA earnings 45.176 40.355
Result on portfolio 48.707 5.387
Changes in fair value of financial assets and liabilities 4.217 - 2.311
NET RESULT – GROUP SHARE 98.100 43.431
Number of shares entitled to dividend 26.300.908 25.500.672
Weighted average number of shares 25.983.006 25.164.126
Share price on closing date (in €/share) 28,20 22,55
Net value (fair value) (in €/share) 23,67 21,46
Net value (investment value) (in €/share) 25,27 22,64
Premium with respect to fair net value (in %) 19% 5%
Market capitalisation (in million €) 742 575
Gross dividend (in €) 1,531 1,53
Gross dividend yield (in %) 5,4% 6,8%
Debt ratio (max. 65%) 45,0% 43,0%
Average interest rate of the financing (in %) 1,8% 2,0%
Average duration of long term credit lines (in years) 4,1 3,8
EPRA key figures
EPRA earnings (€/share) (Group share) 1,74 1,60
EPRA NTA (in €/share)2 24,83 22,40
EPRA NRV (in €/share)2 26,76 24,08
EPRA NDV (in €/share)2 23,64 21,37
EPRA NIY (Net Initial Yield) (in %) 5,3% 5,7%
EPRA topped-up NIY (in %) 5,4% 5,8%
EPRA vacancy rate (in %) 6,2% 7,3%
EPRA cost ratio (including direct vacancy costs) (in %) 17,9% 20,2%
EPRA cost ratio (excluding direct vacancy costs) (in %) 16,5% 18,7%

1 Subject to approval of the annual general meeting to be held in 2022.

2 In October 2019, EPRA published the new Best Practice Recommendations for financial disclosures of listed real estate companies. EPRA NAV and EPRA NNNAV are replaced by three new Net Asset Valuation indicators, namely EPRA NRV (Net Reinstatement Value), EPRA NTA (Net Tangible Assets) and EPRA NDV (Net Disposal Value). The EPRA NTA largely matches the "old" EPRA NAV.

8 Financial calendar 20221

1 Any changes in the financial calendar will be disclosed in a press release that can be consulted on the company website, www.intervest.be.

9 History and milestones

ANTWERP - GREENHOUSE

COLLECTION AT THE SINGEL

STRATEGY #CONNECT2022

  • 1 Growth strategy #connect2022
  • 2 Investment strategy
  • 3 Environmental-Social-Governance (ESG)

1 Growth strategy #CONNECT2022

As a team creating sustainable value for customers

The four pillars of the strategy (value creation, sustainability, customer focus and #TeamIntervest) are inextricably linked. This close connection is reflected in the concrete targets set for the period 2020 - 2022.

  • 〉 30% growth in the fair value of the real estate portfolio
  • 〉 10% growth in EPRA earnings per share
  • 〉 Increase in average rental period: > 5 years
  • 〉 Extend duration of debts
  • 〉 Active asset and liability management
  • 〉 Balanced credit portfolio
  • 〉 100% of electricity consumption from renewable sources
  • 〉 80% of the logistics real estate equipped with solar panels
  • 〉 80% of the real estate portfolio equipped with smart meters
  • 〉 30% of the real estate portfolio certified to at least BREEAM "Very Good"
  • 〉 Improvement in customer loyalty by increasing the total number of years as tenant
  • 〉 Starting to measure the NPS (Net Promoter Score), an indication of satisfaction and loyalty
  • 〉 The pursuit of sustainable motivation among employees
  • 〉 The attraction and retention of professional employees

VALUE CREATIONSUSTAINABILITYCUSTOMER FOCUS #TEAMINTERVEST

Sustainable value creation, customer focus with a motivated team: #connect2022

The strategy #connect2022 is based on four closely linked pillars: value creation, customer focus, sustainability and #TeamIntervest.

With #connect2022, Intervest sets out the lines for the coming years: realising a carefully thought out growth of 30% of the fair value of the real estate portfolio, improving the quality of the real estate portfolio through asset rotation, realising the entire value chain from purchase (which can also include land purchase) to the delivery of the property with an in-house dedicated and motivated team and all this with an eye for sustainability with regard to both investment and financing.

Hence #connect2022: value creation for all stakeholders, while taking sustainability into account on various levels, supported by a powerful, customer-focused team, are inextricably interconnected.

The important thing is not to grow just for the sake of growing, but asset rotation with a view to improving the risk profile and the total quality of the real estate portfolio, whereby we keep the entire value chain in-house.

Gunther Gielen, ceo Intervest Offices & Warehouses

Intervest is committed to creating value for its stakeholders by generating solid and recurring cash flows from a well-diversified real estate portfolio, with respect for sustainability, social aspects and good governance.

In doing so, the company aims to take agile advantage of the respective investment cycles and underlying rental market in offices and logistics properties, the two segments of the real estate portfolio.

Sustainability is also about the well-being of the own employees, the customers and their employees. Intervest, for example, does not just go for "quick wins" with regard to BREEAM and new investments or developments, will always start from the well-being of the user.

Customer focus is crucial both externally and internally. Intervest is a real estate partner that goes beyond just letting square metres of office space or logistics space, beyond real estate. In other words, listening to the needs of the customers, thinking along with them and thinking ahead in order to "unburden" them and to offer added value. This translates into an extensive service provision and flexible solutions and it demands the dedication of a strong and motivated team in which employees also work for and with each other in a customer-focused manner.

A proactive customer focus is in fact reflected in the entire organisation. All crucial functions required to manage real estate customers and properties are provided in-house: leasing, finance and administration, operational services and facility management.

Intervest wants to be a reliable employer that offers its employees a caring working environment in which they can develop their full potential. The values of the company (professional and entrepreneurial, passionate and enthusiastic, honest and respectful, together and in a team) and the company culture are an important guideline for integrating customer-focused thinking within the day-to-day operations.

Covering the entire value chain from land acquisition to longterm rental with inhouse knowledge and experience also means creating a working environment that facilitates the further development of a motivated and dedicated team of employees. An environment where people trust each other, are proud of what they are doing and have fun together.

VALUE CREATION

2 Investment strategy

Logistics

Logistics real estate portfolio: growth in logistics corridors in Belgium and the Netherlands

Belgium and its neighbouring countries are geographically optimally located as a logistical hub in Europe because of the major European main ports in the Rhine Delta and the proximity of with strong purchasing power service area within a radius of 500 km. As a result, the logistics real estate market is also strongly developed. The demand for logistics real estate will continue to grow strongly in the future due to the general growth of the European economy and, in particular, the growth of e-commerce.

In the logistics segment, Intervest's portfolio is evolving in line with the changing needs that have become all the more explicit to all parties involved, partly due to the corona crisis. Changing consumption patterns, the general importance of the distribution sector, e-commerce, local anchoring, etc. are creating a greater need for storage space and require flexibility in order to respond sustainably to a changing supply chain environment.

Intervest aims to establish building clusters, i.e. various locations in close proximity to one another, to be able to offer customers efficient and optimal service provision. Not only does such clustering apply for the existing locations, but it will also play a role in the geographic growth of the portfolio as a logical complement to the existing core areas.

The growth of Intervest in the logistics segment will be realised via the acquisition of high-quality real estate, developments of land positions, preferably at multimodal accessible locations, and by developments within its own portfolio. In order to realise these developments, Intervest builds up land reserves in the vicinity of its already existing clusters in Belgium and the Netherlands, bearing in mind the proximity of the urban environment, given the evolutions in terms of last-mile urban distribution and concern for the climate.

In terms of new acquisitions or developments, Intervest will continue to focus in Belgium primarily on the most important logistics axes in Belgium: Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège and Antwerp - Ghent - Lille.

In the Netherlands, the portfolio is concretized on the axes Moerdijk - 's Hertogenbosch – Nijmegen (A59), Bergen-op-Zoom - Eindhoven - Venlo (A58/ A67) and Rotterdam - Gorinchem - Nijmegen (A15).

The company already has a distinct, strong presence on these axes, making it an important discussion partner for its customers in these market segments. By further developing the positions on these axes, it is possible to anticipate the changing needs of current and new customers regarding surface area or location.

Creating value in a sustainable manner, with an eye for continuous quality improvement of the premises, for clients in two segments: offices and logistics real estate, that is the core of the #connect2022 strategy. The acquisition of premises that generate cash flow in the short term is subordinate to the (re) development of buildings and sites to generate cash flow in the longer term.

Gunther Gielen, ceo Intervest Offices & Warehouses

Offices

Responding efficiently to a changing rental market and reorientation of buildings by further rolling out the Greenhouse concept

In the highly competitive climate of the office market, Intervest distinguishes itself by focusing on the constantly evolving needs of customers. Companies are no longer simply looking for space. They are rather asking for a total solution where service and additional functionalities make the difference: shared meeting rooms, facilities to hold events, restaurant, fitness, a general environment for experience and the like. This offer fits in logically with the changing way of working and technology and the associated increasing need for flexibility and mobility to work anywhere and anytime. Partly due to the recent coronavirus pandemic, the office landscape has evolved into a mixed-use work environment. Teleworking has become established and offices are also becoming meeting places. It looks like the new normal is a mixed-use office - one that combines social distance measures with flexible working hours and perhaps even working remotely

Intervest also actively responds to the evolution in the labour market with Greenhouse, an inspiring office concept for mobile and flexible working, located in Antwerp, Brussels and Mechelen. Each Greenhouse location has its own character and offers the Greenhouse community a hospitable, businesslike and inspiring environment, with catering and community events. Even in a professional context,

the need for social contact and human interaction remains. With customised offices, serviced offices and coworking spaces, solutions for meetings and the organisation of events, and a wide range of services, Intervest further aims to 'unburden' the client with Greenhouse office environments. The ultimate implementation of this inspiring office concept can be found in Antwerp as of mid-2022 as Greenhouse Collection at the Singel.

Greenhouse Collection wants to inspire people and let them work together. Through a specific interior concept with sufficient private spaces in combination with shared zones, and by going all out for sustainability and technology, a next level office experience is offered.

In the process of reorienting the office portfolio, Intervest is gradually divesting the offices that do not sufficiently meet future expectations. The focus remains on high-quality buildings, at attractive locations with good accessibility, in cities with economic growth and an important student population. Reinvestments are made in buildings with a special character in terms of multifunctionality, architecture, sustainability and quality, where working is an experience and the Greenhouse concept can be implemented.

Intervest's strategy in the office market is aimed at reorienting office buildings towards multi-tenant buildings with service-oriented, inspiring work environments, in easily accessible locations in and around central cities in Flanders, that have an important student population.

Portfolio characteristics

Intervest has a mixed real estate portfolio of € 1.209 million, consisting of 68% logistics real estate and 32% office buildings (as at 31 December 2021).

A large portfolio clearly offers a number of benefits.

  • 〉 It helps to spread the risk for the shareholders. After all, potential geographic fluctuations in the market can be absorbed by investing in real estate in different areas.
  • 〉 The company is less dependent on one or a small number of major tenant(s) or project(s) and the risk is spread over a large number of tenants and properties. The tenants also operate in widely divergent sectors of the economy, such as the pharmaceutical and computer industries, media, consultancy, telecommunications, the travel and food industries.
  • 〉 The achieved economies of scale make it possible to manage the real estate portfolio more cost-efficiently. This relates, for instance, to costs for maintenance and repair, renovation costs (also long-term), consultancy fees, publicity costs, etc.
  • 〉 The increase in the size of the total portfolio puts Intervest in a stronger negotiating position when discussing new lease terms and offering new services, alternative locations, etc.
  • 〉 It allows a specialised management board, through its know-how of the market, to pursue an innovative and creative strategy, resulting in increasing shareholder value. It does not just generate growth in rental income, but also boosts the value of the portfolio itself. This kind of active management can lead to the renovation and optimisation of the portfolio, negotiations on new lease terms, an improvement in tenant quality, the ability to offer new services, etc.

Every acquisition must be checked against real estate and financial criteria.

Real estate criteria:

  • 〉 quality of the buildings (construction, finishing, number of parking spaces and/or loading bays and sustainability aspects)
  • 〉 location, accessibility, visibility and mobility
  • 〉 quality of the tenants
  • 〉 compliance with the statutory and regulatory
  • provisions (permits, soil contamination, etc.) 〉 re-letting potential.
  • Financial criteria:
  • 〉 sustainable contribution to the result per share 〉 exchange ratio based on investment value in equity transactions.

The free float of the Intervest share was 85% as at 31 December 2021.

Share liquidity

Liquidity is determined by the extent to which the shares can be traded on the stock market. Companies with high liquidity are more likely to attract large investors, which improves growth opportunities.

High liquidity makes it easier to issue new shares (for capital increases, contributions or mergers), which is also tremendously important for growth. Intervest has concluded a liquidity agreement with KBC Securities and Bank Degroof Petercam to improve its liquidity.

3 Environmental-Social-Governance (ESG)

Successful #connect2022 strategy lays foundations for the creation of a detailed roadmap to outline the ESG policy over the long term

Intervest wants to pursue the highest standards of sustainability on both the portfolio and financing side. After all, Intervest employs a very broad vision regarding sustainability and is committed to building a longterm relationship with all of its stakeholders. This comes down to a determined commitment to formulating and rolling out a sound ESG policy.

In addition to the concrete, measurable objectives of the #connect2022 strategy regarding sustainable buildings, this broad view also translates into transparent and sound management in which attention is also paid to the health and well-being of clients and employees.

Sustainable buildings

In 2021, Intervest continues to focus actively on sustainable value creation in and around the buildings of the real estate portfolio.

  • 〉 The aim is to have 30% of the real estate portfolio certified as at least BREEAM 'Very good'. As at 31 December 2021, 25% of the buildings are certified as at least BREEAM 'Very Good'.
  • 〉 Intervest wants to have 80% of the logistics real estate equipped with photovoltaic installations. As at 31 December 2021, 62% of the properties in the logistics portfolio are equipped, representing a 30 MWp installation or the energy needs of 7.730 families, the equivalent of the CO2 uptake of 974 hectares of forest and the avoidance of approximately 9.740 tonnes of CO2 emissions.
  • 〉 Under the motto 'to measure is to know', the aim is formulated to equip 80% of the real estate portfolio with smart meters. As at 31 December 2021, an energy monitoring system is installed in 56% of the real estate portfolio.
  • 〉 Intervest is committed to continuing to purchase electricity generated exclusively from sustainable sources. Intervest has already an electricity contract with Engie for a number of years now which provides for electricity from sustainable sources.

Photovoltaic installations, gas-free heating, intelligent LED lighting, pleasant acoustics, high ventilation flows with an air group with heat recovery, water-efficient sanitary appliances, extensive insulation of walls, roof and exterior joinery, organisation of a five-year condition measuring of the building, etc. are just some of the many ways to provide for sustainable buildings.

In 2021, a project was started to analyse the parking spaces of each site in the portfolio with regard to possibilities for the installation of a charging infrastructure for electric vehicles (PHEV and FEV). The tender was submitted at the end of 2021. The installation of the first charging stations is scheduled for the second quarter of 2022.

Sustainability also builds on digitalisation. Intervest integrates new digital technologies to help streamline operational processes and to optimise communication with stakeholders. An example of this can be found in the extensive digitalisation that is applied in the iconic office project Greenhouse Collection at the Singel in Antwerp. Building users can use their smartphones to enter the building, book meeting rooms, admit guests and adjust the temperature in their workplace. The car park is equipped with a smart parking system. These digital solutions improve well-being and contribute to the optimal use of the available spaces and energy consumption.

Health & Well-being

Sustainability, in the broad sense of the word, is also an important criterion for investment decisions. Provisions that promote the well-being of employees in the building are of a decisive nature. How much daylight is possible? Which relaxation areas are provided for employees? For example, in the recent acquisition of the Nouwens Logistics Breda building, the office part scored very high because it provides relaxation areas with showers, billiard and the like.

Such additional provisions for clients (showers, lockers, charging infrastructure for bicycles, etc.), natural daylight in the warehouse, a pleasant green and bio-diverse outdoor environment, effective sunscreen, etc. fit specifically in the health and welfare aspects of the sustainability policy, and also in the company's general positioning with regard to 'unburdening' clients and going beyond real estate.

In 2021, Intervest's beyond-real-estate mission once again translates into a number of unique turn-key solutions projects with the necessary attention for sustainability. In order to create a pleasant experience for the tenants of Mechelen Business Tower, the impressive entrance hall of the office building in Mechelen-Noord has been refurbished. The entrance hall has been filled with extra greenery, which makes the space look much more lively and fresh, but which has also made it a more pleasant place to enjoy a coffee or welcome a visitor.

In Greenhouse Mechelen, the recent adaptation with a combination of wood elements and plants also ensures a fresh and pleasant stay.

In 2020, after the launch of the #connect2022 strategy, preparations have been made to measure client satisfaction using the NPS (Net Promotor Score) methodology. Various elements of satisfaction have been surveyed: from satisfaction with the buildings in which clients are situated to satisfaction with the service provided by Intervest, as well as the expectations of the clients. In general, the results can be viewed as satisfactory, mostly concerning the basic facilities offered. A number of points for improvement were identified and a clear insight was gained into what clients expect of a property owner who wants to go beyond real estate and "unburden" clients. Intervest will continue to work on these insights in the course of 2022.

Intervest also looks out for the welfare of the local community where sites are located. Five building dehydrators have been donated to the province of Liège, which was hit hard by the severe weather in July. The damage in the disaster area was enormous and the floods made many homes practically uninhabitable. With the building dehydrators, Maison sociale de l'Energie (belonging to CPAS de Verviers) was able to dry out about 25 family homes.

Corporate governance

In the first semester of 2021, a number of organisational changes have taken place within the company. Ann Smolders has been appointed as a member of the supervisory board during the general meeting of shareholders as at 28 April 2021. The supervisory board of Intervest of 5 May 2021 subsequently appointed Ann Smolders as chairperson of the supervisory board. Still with regard to the supervisory board, Marc Peeters has been co-opted as a member, after approval by the FSMA, an appointment that will be proposed at the next general meeting of Intervest. With regard to the management board, Joël Gorsele was appointed cio and Vincent Macharis cfo. Both have also been appointed as effective directors.

These changes to the supervisory board and the management board ensure for a renewed team that, together with the entire #TeamIntervest, is ready to create sustainable value for all stakeholders.

Summary

A sustainability team has been set up at strategic level in the course of 2021. This team brings together expertise from the various business activities - property management and project (re)development. The sustainability team is responsible for developing and monitoring the ESG strategy.

At operational level, Intervest aims to involve everyone within the company in its vision regarding sustainability. Many sustainability activities have already been carried out in recent years. With the development of the ESG policy, Intervest wants to bring even more structure and systematics to the processes.

Improving ESG performance is an integral part of the long-term value creation strategy and is embedded in Intervest's DNA.

Gunther Gielen, ceo Intervest Offices & Warehouses

In line with this, an Innovation and digitalisation working group has been set up to work, on the one hand with the aim of identifying which ICT projects and applications can be established to make business processes and collaboration more efficient and, on the other hand, to realise high-impact projects that create value and client satisfaction.

Intervest continuously assesses the extent to which its investment and management processes are in line with the following international normative standards:

  • 〉 The 17 United Nations Sustainable Development Goals (SDGs)1
  • 〉 The 10 United Nations Global Compact principles2
  • 〉 The European Public Real Estate sustainable Best Practices Recommendations (EPRA sBPR)3
  • 〉 The EU Taxonomy Regulation.4

As at the end of 2020, all 17 SDGs (United Nations Sustainable Development Goals) have been incorporated into Intervest's sustainability policy. In October 2021, Intervest receives the internationally recognised SDG Pioneer certificate from Alex Mejia, division director of UNITAR.

Intervest is clearly on track to achieve the concrete sustainable objectives set out in its #connect2022 strategy.

The 2021 Sustainability Report reports about the broader UN sustainability objectives and the real estate-specific EPRA performance measures in a separate report, which can be found at www.intervest.eu.

Building on the foundations already laid for this successful #connect2022 strategy, the creation of a detailed roadmap has started to set out the ESG policy of Intervest in the long term. As such, in 2022 Intervest will continue to work on preparing an ESG charter with specific objectives such as reducing CO2 emissions. This charter will integrate sustainability into all company activities and ensure continuous optimisation of sustainable entrepreneurship within Intervest and with regard to external stakeholders.

Intervest's ESG strategy will be built around four areas of attention that address the most relevant trends in the field of environment, society and corporate governance in order to create value for all stakeholders.

  • 〉 Future-proof buildings
  • 〉 Energy transition
  • 〉 Health & well-being
  • 〉 Transparency
  • 1 https://sdgs.un.org/goals
  • 2 https://www.unglobalcompact.org/
  • 3 https://www.epra.com/sustainability/sustainability-reporting/guidelines
  • 4 https://ec.europa.eu/info/business-economy-euro/banking-and-finance/sustainable-finance/ eu-taxonomy-sustainable-activities_en

  • 1.1. Transactions and developments in 2021
  • 1.2. Composition of the portfolio
  • 1.3. Overview of the portfolio
  • 1.4. Valuation of the portfolio by property experts
  • 1.5. The market for logistics real estate and offices

ACTIVITY REPORT

2 Financial report

  • 2.1. Financial results 2021
  • 2.2. Financial structure
  • 2.3. Profit distribution 2021
  • 3 EPRA Best Practices
  • 4 Outlook for 2022
    • 4.1. Investments and development potential
    • 4.2. EPRA earnings and gross dividend
    • 4.3. Financial calendar 2022
  • 5 Intervest on the stock exchange
    • 5.1. Stock market information
    • 5.2. Dividend and shares
    • 5.3. Shareholders

1 Property report

Active rental policy leads to an increase in logistics occupancy rate and future rental income, a stable remaining term and an improvement in the quality of the portfolio. Investments as a foundation for future value creation.

In 2021, Intervest Offices & Warehouses (hereinafter, "Intervest") continues to focus on sustainable projects under construction, both in Belgium and the Netherlands and in both segments. In addition, the driven and active letting policy with attention to the expectations of (potential) tenants, in both the existing portfolio and in the projects, results in strong KPIs. As such, #TeamIntervest realises important milestones in its strategic growth plan #connect2022 and lays a solid foundation for the future.

KEY FIGURES* 31.12.2021 31.12.2020
LOGISTICS OFFICES TOTAL LOGISTICS OFFICES TOTAL
Belgium The
Netherlands
Total
logistics
Total
offices
Belgium The
Netherlands
Total
logistics
Total
offices
Fair value of investment
properties
(in thousands €)
480.239 342.282 822.521 386.423 1.208.944 353.405 282.897 636.302 381.656 1.017.958
Fair value real estate
available for lease
(in thousands €)
422.400 336.800 759.200 339.620 1.098.820 336.654 280.774 617.428 348.368 965.796
Contractual leases
(in thousands €)
27.850 17.401 45.251 27.767 73.018 22.175 16.091 38.266 28.490 66.756
Gross rental yield on real
estate available for lease
(in %)
6,0% 5,2% 5,6% 8,2% 6,4% 6,6% 5,7% 6,2% 8,2% 6,9%
Gross rental yield
(including estimated
rental value of vacant
properties) on real
estate available for
lease (in %)
6,1% 5,2% 5,7% 9,5% 6,8% 6,9% 5,8% 6,4% 9,2% 7,4%
Average remaining dura
tion of lease agreements
(until first expiry date)
(in years)
4,4 6,6 5,3 2,6 4,3 3,4 6,8 4,8 2,9 4,0
Average remaining dura
tion of lease agreements
(until end of agreement)
(in years)
5,6 8,0 6,5 3,8 5,5 5,2 7,0 5,9 4,5 5,3
Occupancy rate (EPRA)
(in %)
99% 100% 100% 87% 94% 95% 98% 96% 88% 93%
Number of leasable sites 22 15 37 14 51 21 14 35 14 49
Gross leasable surface 552 313 865 246 1.111 490 310 800 246 1.046

area (in thousands of m²)

* All concepts and their calculations are included in a lexicon on the www.intervest.be website, called "Terminology and alternative performance measures"and included in this Annual Report.

1.1 Transactions and developments in 2021

1.1.1 Acquisitions in 2021

Investments as the foundation for future, sustainable value creation with the in-house #TeamIntervest

Breda (NL) – Headquarters Nouwens Transport Breda: expansion in the south of the Netherlands via sustainable sale-andlease-back agreement1

In the third quarter of 2021, Intervest has further expanded in the south of the Netherlands with its first logistics site in Breda via a sale-and-lease-back agreement for the head office of the North Brabant transport company Nouwens Transport Breda.

This contemporary, sustainable logistics building of approximately 2.500 m², is energy neutral and has a PV installation. This building includes a stand-alone office building of approximately 1.000 m² and a parking area of 20.000 m².

The sale-and-leaseback agreement also provides for an expan-

sion of 3.650 m² of warehouse space adjacent to the existing warehouse, thus creating a total of 6.000 m² of logistics space next to the office space. This transaction will be completed upon delivery of the new building and is expected in the first quarter of 2022. The expansion will satisfy high quality standards.

The entire site is being purchased for € 17,3 million, representing a gross initial return of 5,22%. In 2021, €13,7 million had already been paid.

Nouwens Transport Breda has rented the entire site for a period of 17,7 years - with a break after 12,7 years - under triple net regime.

Puurs - 'Het Ooievaarsnest' (BE): strategic land position for sustainable development

With the acquisition of Puurs Green Logistics nv (formerly De Tafelberg nv), Intervest has an area of 15,6 hectares, known as 'Het Ooievaarsnest', at its disposal for the development of a new sustainable logistics site along the A12 Antwerp-Brussels.2

The acquired site, which has two windmills, is ideally located at the Ruisbroek exit of the A12 and will provide space for over 50.000 m² of sustainable warehouses after going through the necessary permit processes.

The start of infrastructure and groundworks is planned for 2023. The project is expected to contribute to the 2024 EPRA earnings. The most recent and sustainable designated construction techniques will be used to realise the project. The project will consist of a combination of large and smaller units and will enable Intervest to grow flexibly with its clients and thus always be able to act as a reliable real estate partner.

The transaction is financed from Intervest's existing available credit lines with financial institutions.

  • 1 See press release dated 15 June 2021: "Intervest expands further in the south of the Netherlands with a first logistics site in Breda".
  • 2 See press release dated 16 November 2021: "Intervest Offices & Warehouses acquires strategic land position for sustainable development by the A12 Antwerp-Brussels".

Tessenderlo - Havenlaan (BE): sale-and-lease-back operation contributes to cluster formation

Via a sale-and-lease-back transaction, Intervest has acquired a site of 60.000 m² located on the Havenlaan in Tessenderlo.1 Ideally located at the exit of the E313 motorway Antwerp - Liège, the site comprises a warehouse of over 23.000 m² with accompanying offices, in use by Advanced Power Solutions with whom a 20-year lease agreement has been concluded at market-based prices.

The tenant uses the energy produced by the wind turbine located on the site. With an investment value of around € 30 million, the transaction offers Intervest the prospect of developing the site strategically and sustainably over the long term.

With this acquisition, Intervest has further expanded its logistics portfolio with a site that fits with the cluster strategy of the logistics segment, given its location in the proximity of other Intervest sites in Herentals, Oevel, Tessenderlo and Wommelgem, also located along the E313. With the presence of a wind turbine on the site, the company is further shaping its sustainability.

The transaction is financed from Intervest's existing available credit lines with financial institutions.

Venlo (NL): cluster reinforcement through strategic land position

The Netherlands - Breda 〉 Nouwens Transport

The definitive acquisition of the land position in Venlo2, located next to existing Intervest buildings, gives tangible shape to the possibility of additional development of a logistics building of approximately 10.000 m² developed according to BREEAM 'Outstanding' standards.

The land position is favourably located on the Venlo Trade Port industrial site, which has trimodal access due to its location near motorway exits, its position almost next to the ECT rail terminal and from a short distance of the barge terminal. Which of course is a unique advantage compared to competing locations.

Given the limited availability of less large-scale areas in the Venlo region and the prime location of the site, the rental potential of the land position is assessed positively.

  • 1 See press release dated 14 January 2022: "Intervest acquires 60.000 m² site in Tessenderlo".
  • 2 See press release dated 27 May 2021: "Intervest signs deed of delivery for land position in Venlo".

The Netherlands - Venlo 〉 Celsiusweg

1.1.2 Projects under construction and development potential

In addition to the real estate available for lease, Intervest also has projects under construction and future development potential. The total (potential) leasable area concerned is approximately 350.450 m².

Based on current real estate market data, Intervest expects a possible value of between € 375 million and € 425 million for the total of these projects. Compared to the value of the total investment properties as at 31 December 2021, this means a future possible value increase of the real estate portfolio over the period 2022 - 2025 of between € 241 million and € 290 million.

Segment Type Country (Potential)
GLA in m²
Expected
delivery
BREEAM
Genk Green Logistics Logistics Development BE 10.000 2022 Excellent
Genk Green Logistics Logistics Development BE 20.000 2022 Excellent
Genk Green Logistics Logistics Development BE 21.000 2022 Excellent
Herentals Green Logistics Logistics Development BE 20.250 2022 Excellent
Greenhouse Collection Offices Redevelopment BE 15.000 2022 Excellent
at the Singel
PROJECTS UNDER CONSTRUCTION 86.250
Genk Green Logistics Logistics Development BE 164.000 2022-2025 Excellent
Puurs* Logistics Development BE 50.000 2024
Herentals Green Logistics Logistics Development BE 8.000
's-Hertogenbosch Rietvelden Logistics Development NL 8.500 Outstanding
Venlo* Logistics Development NL 10.000 Outstanding
DEVELOPMENT POTENTIAL 240.500
Greenhouse Woluwe Garden** Offices Redevelopment BE 23.700 2023 Outstanding
FUTURE DEVELOPMENT POTENTIAL 23.700
TOTAL PROJECTS 350.450

* These sites were acquired in 2021, for further details please refer to the section entitled 'Acquisitions in 2021' in this press release.

** Woluwe Garden will be redeveloped into Greenhouse Woluwe Garden and as of 31 December 2021 was still being considered as real estate available for lease.

Genk Green Logistics (BE): redevelopment of zone B of the former Ford site continues

Commercially successful year with 35% of the available 250.000 m² already (pre-)leased

The further development of the Genk Green Logistics redevelopment project is continuing as planned. In zone B of the former Ford site, a logistics and semi-industrial complex of approximately 250.000 m² is being constructed with BREEAM 'Excellent' certification, consisting of 21 units of between 8.000 m² and 20.000 m² in three blocks. Sustainability and multimodality go hand in hand on the site.

In April 2021, Genk Green Logistics has concluded a lease agreement for two units with Eddie Stobart Logistics Europe for a period of three years.1 In June 2021, this logistics service provider has moved into the first units from the Galaxy block. At the end of 2021, an additional agreement has been concluded with the same logistics service provider for a still to be built warehouse of a total of 20.000 m². Delivery of these two new units is planned for the second quarter of 2022.2

Earlier in the year, a built-to-suit agreement3 has been concluded with P&O Ferrymasters for a warehouse of over 10.000 m². This new unit has been delivered at the end of 2021 and the five-year lease agreement has started.

In September 2021, a long-term lease agreement has been concluded with the third tenant4, Neovia Logistics, for a still to be built unit of over 10.000 m² with 1.000 m² of mezzanine facilities and 500 m² of offices. Construction work has started in the meantime and delivery of this warehouse is planned for the second quarter of 2022.

For Genk Green Logistics, 2021 ends with the attraction of Nippon Express Belgium, another international logistics player. A five-year lease agreement has been concluded for a warehouse that is still to be built, totalling 21.000 m² including office space. Delivery of this unit is planned for the second quarter of 2022.

2021, a commercially successful year for this sustainable logistics project in Logistics Valley Flanders, closes with 35% of the available 250.000 m² already (pre-)leased. The commercialization of Genk Green Logistics continues in full swing and various discussions with several interested national and international parties are ongoing.

More information about this project can be found on www.genkgreenlogistics.be.

  • 1 See press release dated 20 April 2021: "Genk Green Logistics attracts first tenant"
  • 2 See press release dated 21 December 2021: "Genk Green Logistics concludes two built-to-suit agreements for a total of over 40,000 m²".
  • 3 See press release dated 10 June 2021: "Genk Green Logistics attracts second tenant to the former Ford site".
  • 4 See press release dated 7 September 2021: "Genk Green Logistics once again attracts tenant to the former Ford site".

Herentals Green Logistics (BE): sustainable cluster of 45.000 m² of offices and logistics1

Intervest is developing approximately 42.000 m² of warehouses on the 18-hectare site in Herentals with a cross-dock, approximately 3.000 m² of office space, and is also planning a five-level parking tower with over 400 parking spaces. With this, a unique and sustainable cluster of offices and logistics is being created totalling over 100.000 m² on the Atealaan in Herentals.

Under the guidance of #TeamIntervest, construction of five units in accordance with BREEAM "Excellent" standards has started. The construction works are proceeding as planned.

With STG a lease agreement for 22.000 m² for a period of 13,5 years has already been concluded. The construction works for this unit are completed in October 2021. The delivery of the following 14.000 m² is planned for the first quarter of 2022. The commercialization of the other units is ongoing and already far-advanced discussions are being held with interested parties.

On the existing site of 50.912 m² in Herentals, following the previously announced departure at the end of 2021 of Nike Europe Holding (33.356 m²), agreements have been concluded with two new tenants, Biscuiterie Thijs and Transport Van de Poel.

Biscuiterie Thijs has rented a unit of over 10.000 m² and 2.000 m² of mezzanine with office space totalling 898 m². The agreement has been concluded for a maximum period of 5 years and 3 months. The contract with Transport Van de Poel, initially concluded for 10.000 m² and 2.000 m² of mezzanine, is expanded by a further 12.000 m² in the fourth quarter of 2021. The contracts have been concluded for a maximum period of 10 years and 4 months. Both tenants have since moved into the site, bringing the Nike Europe Holding lease agreement to an early end in the third quarter of 2021 and for which has been received a break fee. The transactions ensure further diversity on the site in Herentals.

1 See press release dated 30 June 2021: "Intervest concludes agreement with Schrauwen Sanitair en Verwarming for 22.000 m2 of storage and office space in the Herentals Green Logistics development".

Greenhouse Collection at the Singel (BE): prestigious office project at prime location

Iconic building becomes even more iconic

In November 2020, Intervest has acquired an office renovation project at an excellent location along the Singel in Antwerp1. This state-of-the-art project will be one of the prime office buildings in Antwerp after the renovation process has been completed.

Intervest aims to realise a renewed, sustainable and future-oriented smart project at this visible location by using high-end techniques and meeting the BREEAM "Excellent" building standards. The building has six floors of spacious areas, comprising 15.000 m² of offices and 184 parking spaces.

The commercialisation as Greenhouse Collection at the Singel, an office concept that integrates elements of Intervest's existing Greenhouse hubs and links them to an exclusive office experience, has started. Sustainability, innovation and experience are the key words that describe Greenhouse Collection. Greenhouse Collection has been designed by Intervest to further expand its philosophy about workspaces and it will embrace the needs for flexibility, quality, connection and experience. In addition to a range of office solutions, such as private spaces, serviced offices and co-working space, a full conference centre and a luxuriously finished boardroom

will contribute to the local professional life. And to go really beyond real estate, Greenhouse Collection will also integrate the finer elements of culture, art and gastronomy.

This project, which is expected to generate rental income in the second semester of 2022, is in line with the #connect2022 strategy which aims to refocus towards more future-oriented office buildings in cities with a student population such as Antwerp. Intervest immediately took the further development into its own hands and as such obtained a direct grip on a larger part of the value chain.

's-Hertogenbosch (NL): new build development of the Rietvelden logistics site

The development potential in 's-Hertogenbosch has been created by the expansion of a logistics cluster following the purchase earlier in June 20202 of four buildings adjacent to the land position that Intervest has owned since August 2019.

This built-to-suit project includes a warehouse, mezzanine and an office and provides 8.500 m² of extra sustainable value creation, developed in accordance with BREEAM "Outstanding" standards.

Given the limited availability of comparable real estate objects and comparable development locations in this region, the rental potential is assessed positively.

1 See press release dated 18 November 2020: "Intervest acquires prestigious office project at prime location in Antwerp".

2 See press release dated 8 June 2020: "Intervest Offices & Warehouses acquires Rietvelden site in 's-Hertogenbosch".

1.2 Composition of the portfolio

The activities and results of Intervest depend, in part, on the evolution of the general economic situation. This is measured based on the level of growth or decline in the gross domestic product of Belgium and has an indirect impact on the occupation of commercial buildings by the private sector.

The impact of the economic situation on Intervest's results is, however, mitigated by the composition of the portfolio, the duration of the lease agreements, the risk spread through the nature and quality of the tenants, the sectoral spread of the portfolio and the location and quality of the buildings.

The operational and property management of all Intervest's buildings is done entirely in-house1 in order to ensure a continuous relationship with customers and thus to create value. Thanks to the know-how of its own asset and property management teams, which exclusively serve the customer-tenants, customers in both segments of the property portfolio are "unburdened". The company can also call on internal services for commercial activities, accounting, finance, human resources, legal, ICT, marketing and communication.

1.2.1 Property portfolio as at 31 December 2021

For € 54 million investments in sustainable project development by the in-house team

The fair value of the investment properties amounts to € 1.209 million as at 31 December 2021 (€ 1.018 million as at 31 December 2020). In addition to the real estate available for lease amounting to approximately € 1.099 million, this total value also includes approximately € 110 million of project developments.

These project developments include projects for which construction has already started, such as the Greenhouse Collection at the Singel office building in Antwerp and the logistics redevelopments in Herentals (Herentals Green Logistics) and in Genk (Genk Green Logistics). Here, in addition to the construction works of the new units for Neovia Logistics (10.000 m²) in the fourth quarter, the construction works for the expansion for Eddie Stobart Logistics Europe (20.000 m²) and Nippon Express Belgium (20.000 m²) have also started. Just before the end of the year, the unit for P&O Ferrymasters (10.000 m²) has been delivered, after which the tenant moved into the property. As a result, as at December 2021, the total value of the project developments under construction amounts to 82 million.

In addition to the project developments under construction, the project developments include € 28 million of land reserves in Puurs, Genk, Herentals, 's-Hertogenbosch (NL) and Venlo (NL), available for future developments.

The increase in the fair value of investment properties of € 191 million, or 19%, compared to 31 December 2020, can be explained as follows.

In the logistics portfolio

  • 〉 Investments in project developments and land reserves for € 40 million; mainly the investments in the further finishing of Herentals Green Logistics and Genk Green Logistics
  • 〉 € 63 million in acquisitions, of which € 47 million in Belgium with the purchase of a logistics site in Tessenderlo and a land reserve in Puurs, and € 16 million in the Netherlands with the logistics site in Breda and the final acquisition of the land position in Venlo in May 2021
  • 〉 Investments of € 5 million to improve the existing logistics portfolio
  • 〉 An increase in the fair value of the logistics real estate portfolio in the amount of € 77 million, or 12%, as a result of the further sharpening of the returns, leasings in the existing portfolio and the projects under construction.
  • 1 With the exception of the property management of Mechelen Campus, which is carried out by Quares Property and Facility Management, of the Dutch portfolio by Storms International Property Services and for the office building in Herentals by Zuyderstraete Vastgoed bv.

In the office portfolio

  • 〉 Investments in project developments and land reserves for € 14 million; fully attributable to the further finishing of the redevelopment of Greenhouse Collection at the Singel in Antwerp
  • 〉 Investments for € 3 million to improve the existing office portfolio
  • 〉 Fall in the fair value of the office portfolio of € 11 million, or 3%, mainly as a result of the valuation used by the real estate experts on a few properties in the current uncertain economic situation and the quantification of some planned sustainable investments in the portfolio that can result in a possible rise in the value in the future.

Property available for lease

The leasable area of the property portfolio amounts to 1.111.478 m² as at 31 December 2021. This is an increase of 65.541 m² or 6% compared to the end of 2020, on the one hand, pursuant to the acquisitions of two logistics sites in Tessenderlo and in Breda (the Netherlands) and, on the other hand, pursuant to the delivery of a number of state-of-the-art projects in Genk and Herentals.

As at 31 December 2021 the property portfolio has a leasable area of 1.111.478 m2 (1.045.937 m2 as at 31 December 2020).

Buildings Construction/renovation

Antwerp - Limburg - Liège
Aarschot - Nieuwlandlaan 321 - 3200 Aarschot
Herentals Logistics 1 - Atealaan 34d/f - 2200 Herentals
Herentals Logistics 2 - Atealaan 34c - 2200 Herentals
Herentals Logistics 3- Atealaan 34b - 2200 Herentals
Liège - Première Avenue 32 - 4040 Liège
Oevel 1 - Nijverheidsstraat 9 - 2260 Oevel
Oevel 2 - Nijverheidsstraat 9a-11 - 2260 Oevel
Oevel 3 - Nijverheidsstraat 8 - 2260 Oevel
Tessenderlo - Havenlaan 6 - 3980 Tessenderlo
Wommelgem - Koralenhoeve 25 - 2160 Wommelgem
Genk - Henry Fordlaan 8 + 4 - 3600 Genk
Antwerp - Ghent - Lille
Ghent - Eddastraat 21 - 9042 Ghent
Antwerp - Brussels - Nivelles
Boom - Industrieweg 18 - 2850 Boom
Duffel - Stocletlaan 23 - 2570 Duffel
Mechelen 1 - Oude Baan 12 - 2800 Mechelen
Mechelen 2 - Dellingstraat 57 - 2800 Mechelen
Puurs - Koning Leopoldlaan 5 - 2870 Puurs
Schelle - Molenberglei 8 - 2627 Schelle
Wilrijk 1 - Boomsesteenweg 801-803 - 2610 Wilrijk
Wilrijk 2 - Geleegweg 1-7 - 2610 Wilrijk
Huizingen - Gustave Demeurslaan 69-71 - 1654 Huizingen
Merchtem - Preenakker 20 - 1785 Merchtem
Zellik - Brusselsesteenweg 464 - 1731 Zellik
TOTAL LOGISTICS PROPERTY AVAILABLE FOR LEASE IN BELGIUM
LOGISTICS PROPERTIES AVAILABLE FOR LEASE IN THE NETHERLANDS
A58/A67 Bergen-Op-Zoom - Eindhoven - Venlo
Breda - Steltbeemd 3 - 4824 AP Breda
Eindhoven Gold Forum - Flight Forum 1500 - 5657 EA Eindhoven
Eindhoven Silver Forum - Flight Forum 1800-1950 - 5657 EZ Eindhoven
Roosendaal 1 - Bosstraat 9-11 - 4704 RL Roosendaal
Roosendaal 2 - Leemstraat 15 - 4705 RT Roosendaal
Roosendaal 3 - Blauwhekken 2 - 4751 XD Roosendaal
Tilburg 1 - Kronosstraat 2 - 5048 CE Tilburg
Tilburg 2 - Belle van Zuylenstraat 10 - 5032 MA Tilburg
Venlo 1 - Archimedesweg 12 - 5928 PP Venlo
Venlo 2 - Celsiusweg 25 - 5928 PR Venlo
Venlo 3 - Celsiusweg 35 - 5928 PR Venlo
A59 Moerdijk - 's Hertogenbosch - Nijmegen
Raamsdonksveer 1 - Zalmweg 37 - 4941 SH Raamsdonksveer
Raamsdonksveer 2 - Zalmweg 41 - 4941 SH Raamsdonksveer
Raamsdonksveer 3 - Steurweg 2 - 4941 VR Raamsdonksveer
's-Hertogenbosch 1 - Rietveldenweg 32, 34-36 - 5222 AR 's-Hertogenbosch
's-Hertogenbosch 2 - Koenendelseweg 19-23 - 5222 BG 's-Hertogenbosch
A15 Rotterdam - Gorinchem - Nijmegen
Nijmegen - De Vlotkampweg 67-71 - 6545 AE Nijmegen
Vuren - Hooglandseweg 6 - 4214 KG Vuren
TOTAL LOGISTICS PROPERTIES AVAILABLE FOR LEASE IN THE NETHERLANDS
TOTAL LOGISTICS PROPERTIES AVAILABLE FOR LEASE

year and expansion

Year of last major investment

by Intervest

Leasable area (m2) Occupancy rate* (%)

ACTIVITY REPORT 45

Occupancy rate* (%) Leasable area (m2) Year of last major investment
by Intervest
Construction/renovation
year and expansion
99% 301.360
100% 14.602 n/a 2005
100% 22.333 n/a 2021
92% 50.912 n/a 2008 - 2012
100% 12.123 n/a 2017
100% 55.468 n/a 2000-2017
100% 12.159 n/a 2004
100%
100%
33.955
11.660
n/a
n/a
2007-2013
1995
100% 29.332 1990 1970-1980
100% 24.181 2019 1998-2018
100% 34.635 2020-2021 2020-2021
100% 37.944
100% 37.944 n/a 2018
100% 213.216
100% 24.871 n/a 2015
100% 23.386 n/a 1998
100% 15.341 2019 2004
100% 7.046 n/a 1998-2010
100% 43.534 n/a 2001
95% 8.317 2019 1993-2016
100% 5.364 n/a 2013
100% 24.521 n/a 1989-2017
100% 17.548 n/a 1987-1993
100% 16.651 n/a 1992-2020
100% 26.637 n/a 1994 -2008
99% 552.520
100% 190.902
100% 3.421 n/a 2019
100% 20.691 2020 2002
100% 28.695 n/a 2002
100% 28.199 2020 2018 - 2020
100% 38.162 n/a 1975-2012
100% 18.029 n/a 2019
100% 13.309 n/a 2004-2011
100% 28.493 n/a 1997- 2019
100% 1.446 n/a 2001
100% 3.989 n/a 2012
100% 6.468 n/a 2001
100% 89.339
100% 20.653 n/a 2010
100% 38.573 n/a 2002
100% 14.581 n/a 1980-2008
100% 5.457 n/a 2018
100% 10.075 n/a 2018
100% 33.179
100%
100%
19.159 n/a 1988-2002
100% 14.020
313.420
n/a 2018
100% 865.940

* The occupancy rate is calculated as the ratio between the estimated rental value of the leased spaces and the estimated rental value of the total portfolio available for lease.

Buildings Construction/renovation

OFFICES AVAILABLE FOR LEASE IN BELGIUM

Antwerp 35.807 75% Aartselaar - Kontichsesteenweg 54 - 2630 Aartselaar 2000 2016 4.140 100% Gateway House - Brusselstraat 59/Montignystraat 80 - 2018 Antwerp 2002 2016 11.172 73% Greenhouse Antwerp - Uitbreidingstraat 66 - 2600 Berchem 2016 n/a 5.763 91% De Arend - Prins Boudewijnlaan 45-49 - 2650 Edegem 1997 n/a 6.931 50% Herentals - Atealaan 34A - 2200 Herentals 2008 n/a 7.801 79% Brussels 56.793 93% Greenhouse BXL - Berkenlaan 7, 8a and 8b - 1831 Diegem 2018 n/a 20.262 92% Inter Access Park - Pontbeekstraat 2 & 4 - 1700 Dilbeek (Groot-Bijgaarden) 2000 2014 6.392 65% Park Rozendal - Terhulpsesteenweg 6A - 1560 Hoeilaart 1994 2005 2.830 86% Woluwe Garden - Woluwedal 18-22 - 1932 Sint-Stevens-Woluwe 2000 2014 23.681 100% Exiten - Zuiderlaan 91 - 1731 Zellik 2002 n/a 3.628 78% Mechelen 125.911 83% Intercity Business Park - Generaal De Wittelaan 9-21 - 2800 Mechelen 1993 - 1999 / 2016 2019 54.190 83% Mechelen Business Tower - Blarenberglaan 2C - 2800 Mechelen 2001 2014 13.574 78% Mechelen Campus - Schaliënhoevedreef 20 A-J and T - 2800 Mechelen 2000 - 2005 2012 - 2015 58.147 85% Leuven 27.027 99% Ubicenter - Philipssite 5 - 3001 Leuven 2001 n/a 27.027 99%

year and expansion

Year of last major investment

by Intervest

Leasable area (m2) Occupancy rate* (%)

TOTAL OFFICES AVAILABLE FOR LEASE 245.538 87%

TOTAL PROPERTIES AVAILABLE FOR LEASE 1.111.478 94%

Occupancy rate* (%) Leasable area (m2) Year of last major investment
by Intervest
Construction/renovation
year and expansion
75% 35.807
100% 4.140 2016 2000
73% 11.172 2016 2002
91% 5.763 n/a 2016
50% 6.931 n/a 1997
79% 7.801 n/a 2008
93% 56.793
92% 20.262 n/a 2018
65% 6.392 2014 2000
86% 2.830 2005 1994
100% 23.681 2014 2000
78% 3.628 n/a 2002
83% 125.911
83% 54.190 2019 1993 - 1999 / 2016
78% 13.574 2014 2001
85% 58.147 2012 - 2015 2000 - 2005
99% 27.027
99% 27.027 n/a 2001
87% 245.538
94% 1.111.478

* The occupancy rate is calculated as the ratio between the estimated rental value of the leased spaces and the estimated rental value of the total portfolio available for lease.

In addition to the properties available for lease, Intervest has a future development potential, which is included in the balance sheet at cost under project developments. The total (potential) leasable space for this is approximately 350.450 m². Based on current real estate market data, Intervest expects a possible value of between € 375 million and € 425 million for the total of these projects. Compared to the value of the total investment properties as at 31 December 2021, this means that there is a possible future value increase of the real estate portfolio between € 241 million and € 290 million for the period 2022-2025.

These projects under construction and development potential are explained in the Property Report - 1.1.2 Projects under construction and development potential of this Annual Report.

1.2.2 Evolution of the fair value of the property portfolio

As at 31 December 2021, the fair value of the real estate portfolio amounts to € 1.209 million, a € 191 million or 19% increase compared to 31 December 2020. The explanation of this increase is explained in the Property report - 1.2.1 Real estate portfolio as at 31 December 2021 of this annual report.

35% portfolio growth since the beginning of 2020

1.2.3 Nature of the portfolio1

The #connect2022 growth strategy focusing on the expansion in logistics real estate and a reorientation of the office portfolio translates into the ratio between the two segments of the portfolio. Logistics share in the portfolio has increased to 68% (63% at the end of 2020). The office portfolio accounts for 32% (37% at the end of 2020).

Of the logistics real estate portfolio, 42% is located in the Netherlands.

Segment Fair value
(€ 000)
Contractual
rent
(€ 000)
Share of
portfolio
(%)
Acquisition
value*
(€ 000)
Insured
value
(€ 000)
Offices available for lease 339.620 27.767 28% 361.178 465.918
Logistics properties available for
lease in Belgium
422.400 25.482 35% 354.930 289.921
Logistics property available for lease
in the Netherlands
336.800 17.401 28% 256.014 200.762
Real estate available for lease 1.098.820 70.649 91% 972.122 956.601
Logistics land reserves 28.555 n/a 2% 28.555 n/a
Projects under construction 81.569 2.369 7% 66.230 n/a
Project developments 110.124 2.369 9% 94.785 n/a
TOTAL 1.208.944 73.018 100% 1.066.907 956.601

* Including capitalised investments.

1 Percentages based on the fair value of the investment properties as at year end.

1.2.4 Geographical spread of the portfolio1

Intervest invests in high-quality office buildings in Belgium and in logistics properties in Belgium and the Netherlands that are leased to first-rate tenants. The real estate properties in which the company invests consist primarily of modern buildings that are strategically located, often in clusters.

Logistics real estate

In the logistics real estate, Intervest predominantly has sites in its portfolio at multimodal locations of a critical size (> 25.000 m²). These sites are located on the most important logistics axes in Belgium and the Netherlands.

58% of the logistics portfolio is located in Belgium, on the Antwerp - Brussels - Nivelles, Antwerp - Limburg - Liège and Antwerp - Ghent - Lille axes. 42% of the logistics portfolio is located in the Netherlands, and is situated along the logistics corridors in the south of the Netherlands.

1 Percentages based on the fair value of the investment properties as at 31 December 2021.

THE NETHERLANDS

Offices

The Netherlands

The strategic focus for the office portfolio is on the Antwerp - Mechelen - Brussels axis, which is still the most significant and most liquid office region of Belgium.

Intervest strives for high-quality office buildings in attractive and easily accessible locations with a large student population, such as Antwerp (25%), Mechelen (44%), Brussels (21%) and Leuven (10%).

1.2.5 Sectoral spread of the portfolio1

Logistics real estate

Approximately 38% of the logistics portfolio is let to companies from outside the logistics sector, which improves the stability of the rental income, especially in periods in which the economic situation is less favourable.

Offices

The tenants are well spread over a large number of different economic sectors, which reduces the risk of vacancy when there are fluctuations in the economy which could hit some sectors more than others.

1.2.6 Leasing activities and occupancy rate

Active rental policy leads to an increase in logistics occupancy rate and future rental income, increase in the remaining duration and improvement of the quality of the portfolio

The occupancy rate of the total portfolio available for lease is 94% as at 31 December 2021, a rise of 1% point compared to year-end 2020 (93%).

The rise in the occupancy rate is the result of an active rental policy that has resulted in a number of nice rental transactions.

The occupancy rate of the logistics portfolio is 100% as at 31 December 2021, a rise of 4% points compared to 31 December 2020 (96%).

In Belgium, the logistics occupancy rate is 99% compared to 95% as at 31 December 2020. This increase can be explained by the vacant new-build units of approximately 25.000 m² delivered at the end of the previous year in Genk Green Logistics which, in the meantime, have been leased to Eddie Stobart Logistics Europe, and the smooth re-leasing of the spaces vacated in the third quarter of 2021 in Herentals after the early departure of Nike Europe Holding. With regard to the vacant space currently remaining in Herentals approximately 4.000 m² well-advanced discussions for leasing to a new tenant are ongoing. The signing of the lease agreement is expected in the first quarter of 2022.

In the Netherlands, the occupancy rate is 100% versus 98% at the end of 2020. This increase results from the take up of the remaining leasable space in Roosendaal Braak by the tenant already present on the site.

The occupancy rate in the office portfolio is 87% as at 31 December 2021, a slight decrease compared to 31 December 2020 (88%).

In addition to improving the occupancy rate, an important pillar of the rental policy is the improving of the quality of the portfolio and the associated rental contracts. For example, Intervest tries to make a difference, by extending the duration, anticipating future vacancies or thinking along with the needs of its clients.

In that context, the following important rental transactions in the logistics portfolio are concluded in 2021:

〉 In Herentals Green Logistics, various transactions have been concluded as described above in development projects under construction and development potential. A total of four long-term lease contracts have been concluded for a total area of approximately 60.000 m², or a gross annual rent of € 2,5 million. A break fee has been received following the early departure of Nike Europe Holding.

  • 〉 The further commercialization of Genk Green Logistics results in five (pre)lease transactions in 2021, as also mentioned under project developments under construction and development potential. Contracts have been concluded for a total of 87.000 m², representing a gross annual rent of € 3,9 million, as a result of which the commercially successful year for this sustainable logistics project in Logistics Valley Flanders is closed with 35% of the available 250.000 m² already (pre-)leased. The pre-lease transactions realised in the projects under construction are not included in the occupancy rate calculation1 .
  • 〉 In Oevel, a break fee has also been received from Vos Logistics for an early departure. The approximately 12.000 m² of leasable space has in the meantime been leased to a new tenant, PostNL Pakketten België, for a period of 3,5 years.
  • 〉 In Breda, a sale-and-lease-back agreement with Nouwens Transport Breda for a period of 17,7 years. The contemporary, sustainable logistics building currently comprises approximately 2.500 m², has an accompanying stand-alone office building of approximately 1.000 m² and parking for trucks of 20.000 m².
  • 〉 In Herstal, the duration of the lease agreement with Vincent Logistics has been extended by three years until 2027 following some modification works at the request of the client, a win-win for both parties.
  • 〉 In Eindhoven, the lease agreement with tenant OneMed, concluded in 2020 for 10 years, has been extended to a 13-year agreement with two break points for the 21.000 m² state-of-the-art warehouse with accompanying offices, Gold Forum. OneMed is also going to make full use of the office space available and plans to turn it into a true flagship location.
  • 〉 In Eindhoven, an extension has also beensigned with ASML, tenant of 29.000 m² in the Silver Forum building. The agreement has been extended to 2024.
  • 〉 In Roosendaal, an agreement has been concluded with the tenant a German supermarket chain for a nine-year extension in DC Braak. Delivered in 2020 with a BREEAM "Outstanding" certificate, this 28.000 m² warehouse was already in temporary use by the German retailer who has now entered into a long-term commitment.

A total of 37% of the logistics contractual annual rent as at 31 December 2020 is extended or renewed. 16% of this concerned transactions with new tenants. 21% concerned extensions or expansions with existing tenants, who once again have put their trust in Intervest.

In addition to the above transactions in the logistics portfolio, transactions in the office portfolio have also been realised. The most important transactions in the office portfolio for 2021 are:

  • 〉 The open-ended extension of 1.600 m² in Antwerpen Gateway House with DLA Piper UK LLP
  • 〉 The temporary leasing of approximately 2.000 m² in Aartselaar to Aquafin
  • 〉 The extension of 1.400 m² at Mechelen Campus with fitness chain Basic Fit for a period of three years in exchange for a commercial intervention in the context of their mandatory closure during the lockdown in 2020
  • 〉 A new lease of more than 1,800 m² in Mechelen Intercity Business Park to new tenant The Working Group, with a standard 3-6-9 contract
  • 〉 An extension after ending with the tenant G.I.M. in Leuven of approximately 1.200 m² for a period of three years, as a result of which the new end date of the contract shifts to 2028.

In the office portfolio, 6% of the contractual office rents as at 31 December 2020 are extended or renewed. This concerns 3% new contracts and 3% extensions or expansions with existing clients.

In total, during the course of 2021, a leasable area of approximately 312.000 m² has been extended or renewed for the entire portfolio in 40 transactions. The transactions together represent a gross annual rent of € 16,2 million, representing 24% of the total contractual annual rent as at 31 December 2020. Of this, approximately 297.500 m² or € 14,4 million in rental income has been realised in the logistics portfolio. In addition to this, approximately 14.500 m² or € 1,8 million in rental income is being secured in the office portfolio.

1 The occupancy rate is calculated as the ratio between the estimated rental value of the rented space and the estimated rental value of the total portfolio available for rent on the closing date.

Occupancy rate follows the economic cycle

The average occupancy rate of the property portfolio of Intervest over the 15-year period from 2007 to 2021 is 90%, with a maximum of 94% (as at 31 December 2021 and as at 31 December 2008) and a minimum of 85% (as at 31 december 2010).

The occupancy rate of both the logistics portfolio and of the office portfolio is currently at the top of the historical range. For the first time in 15 years, Intervest even achieves a 100% occupancy rate in the logistics segment.

1.2.7 Risk spread of buildings1

Intervest aims to obtain an optimal risk spread and tries to limit the relative share of the individual buildings and complexes in the overall portfolio.

1 Percentages based on the fair value of the investment properties as at 31 December 2021

The largest complex is Mechelen Campus, with a surface area of 58.000 m² and consisting of 11 separate buildings. Intercity Business Park also consists of a number of buildings.

1.2.8 Risk spread by tenants

The ten most important tenants represent 29% of the rental income. These are all prominent companies in their sector which often form part of international groups. 13% of the most important tenants belong to the office segment and 16% belong to the logistics segment.

Without taking into account the flex workers, Intervest's rental income is spread across 217 different tenants, which limits the debtor risk and improves the stability of the income.

PricewaterhouseCoopers, tenant in Woluwe Garden, which represents 5% of the contractual rental income, vacated the site as at 31 December 2021. Intervest analysed the future possibilities for this office building and opted for the implementation of the Greenhouse concept. The redevelopment process with its own team to Greenhouse Woluwe Garden will start in 2022, building on the successful implementation of the Greenhouse concept in the redevelopment of office buildings in Diegem, Antwerp and Mechelen.

1.2.9 Duration of lease agreements in portfolio1

Average remaining duration of the lease agreements of the entire portfolio until the next break date

Despite the difficult and uncertain economic situation caused by the corona pandemic, Intervest closes 2021 with an average remaining duration until the next expiry date of 4,3 years for the entire real estate portfolio. The slight increase compared to the end of 2020 (4,0 years) was achieved through an active leasing policy.

Final expiry date of the contracts in the entire portfolio1

The final expiry dates of the long-term lease contracts are well spread out over the coming years. On the basis of the annual rental income, 16% of the contracts have a final expiry date as at 31 December 2021 or in 2022. 8% have a final expiry date in 2023.

Of the 16% of the contracts that have a final expiry date as at 31 December 2021 or in 2022, 10%, or an annual rental of € 7,4 million, relates to the office portfolio and 6%, or an annual rental of € 4,5 million, relates to the logistics portfolio of Belgium.

In the office portfolio, the departure of PwC, tenant in Woluwe Garden who vacated the site as at 31 December 2021 and represented 5% of the rental income, had the largest share. Intervest has analysed the future possibilities for this office building and has opted for the implementation of the Greenhouse concept. The redevelopment process with own team to produce Greenhouse Woluwe Garden will start in 2022, building on the successful implementation of the Greenhouse concept in the redevelopment of office buildings in Diegem, Antwerp and Mechelen. The remaining 5% mainly concerns the part of the contracts with Galapagos and Borealis for which the renewal of the contracts falls within the scope of the optimisation of the entire Mechelen Campus site and which is in the negotiation phase.

In the logistics portfolio, 6% of the contracts will reach the final expiry date in 2022. DPD Belgium in Puurs and Zellik, Toyota Material Handling in Wilrijk and Pharma Logistics in Huizingen are the largest of these. These tenants have already indicated that they will effectively be vacating the site in 2022. Discussions to re-lease or possibly redevelop these sites have already begun.

Intervest anticipates these future expiry dates in a timely manner and is currently investigating the various possibilities regarding extension or re-letting. Of the total number of lease contracts, 76% have a final expiry date after 2023.

1 The flexible contracts for co-working spaces and serviced offices have not been taken into account in the calculations. They currently amount to less than 1% of the total contractual annual rental.

Next expiry dates of the contracts in the entire portfolio

The graph below gives the next expiry dates of all lease agreements (this can be the final expiry date or an interim expiry date). Because Intervest has several long-term agreements, not all of the contracts can be terminated after three years, as is often the common practice.

The graph shows the hypothetical scenario as at 31 December 2021 in which every tenant terminates its lease contract on the next interim expiry date. This is a worst-case scenario. On average, the tenants who vacated in 2021 have only given notice after a lease period of 9,5 years (also 9,5 years for the tenants who vacated in 2020).

On the basis of the annual rental income, 18% of the agreements have a next expiry date as at 31 December 2021 or in 2022. 11% of these are lease contracts in the office portfolio and 7% in the Belgian logistics portfolio. They mainly concern contracts that are effectively coming to an end as discussed above.

Average remaining contract duration until the next break date for offices

For the offices, the average rental period until the next expiry date (WALB) is 2,6 years as at 31 December 2021 (2,9 years as at 31 December 2020).

For the larger tenants (those above 2.000 m²), who comprise 65% of the remaining rental income flow and who therefore have a great impact on Intervest's results, the next expiry date is after 2,7 years (3,2 years as at 31 December 2020).

Without taking into account the contract of tenant PwC in Woluwe Garden, which was terminated as at 31 December 2021, the average remaining contract duration for offices with an area of more than 2.000 m² is 3,3 years. Excluding PwC, the WALB amounts to 2,9 years for the total office portfolio.

In the office segment, the traditional 3-6-9 still remains the norm, but longer durations or penalty clauses are no exception when taking a first break. Average remaining contract duration until the next break date for logistics real estate

For the logistics properties, the various transactions in the logistics portfolio resulted in a nice increase in the average contract duration until the next expiry date in both the Dutch and Belgian portfolios. The average remaining contract duration until the next expiry date for the total portfolio increases to 5,3 years as at 31 December 2021 (4,8 years as at 31 December 2020).

For the logistics portfolio located in Belgium, the average remaining contract duration until the next expiry date is 4,4 years as at 31 December 2021 (3,4 years as at 31 December 2020).

The logistics portfolio in the Netherlands, where it is fairly common practice to conclude long-term agreements, has an average remaining contract duration until the next expiry date of 6,6 years (6,8 years as at 31 December 2020).

As at 31 December 2021, the average remaining duration of the lease agreements in the office portfolio is 2,6 years as compared to 2,9 years as at 31 December 2020.

For the logistics portfolio, the average duration of the agreements is 5,3 years as at 31 December 2021 compared to 4,8 years as at 31 December 2020.

Average retention of the portfolio in 20211

In 2021, in the entire portfolio 23% of the annual rental income (50 contracts or € 15,4 million) has reached maturity. This could be an interim or final expiry date. 12% (22 contracts or € 7,9 million) has not been terminated, has been extended or renewed with the existing tenant, 11% (28 contracts or € 7,6 million) has effectively reached maturity. On average, the tenants who vacated in 2021 only gave notice after a lease period of 9,5 years (9.5 years in 2020).

In the office segment, 14% or an annual rent of € 9,3 million, reached its interim or final expiry date in 2021. Of this, 6% or an annual rent of € 4,1 million has not been terminated, has been extended or renewed with the existing tenant; 8% or an annual rent of € 5,2 million has effectively expired. This mainly concerns the contract of PwC in Woluwe Garden, which represents 5% of the total rental income. A large-scale redevelopment programme has been launched for Woluwe Garden. In the meantime, € 0,5 million of the remaining vacant office space has already been leased again. The tenants who departed in the office segment in 2021 stayed with Intervest as tenants for an average of 8,5 years.

in the logistics segment, 9% or an annual rent of € 6,1 million has reached an interim or final expiry date in 2021. Of this, 5% or an annual rent of € 3,0 million has not been terminated, has been extended or renewed with the existing tenant. 4% or an annual rent of € 2,3 million has effectively expired. This mainly concerns the contract of tenant Nike Europe Holding in Herentals, which was terminated early within the framework of a partial re-rental to Biscuiterie Thijs and Transport Van de Poel in 2021. Meanwhile, the last part of this vacant space has also been leased in the course of 2022. The tenants who departed in the logistics segment in 2021 stayed with Intervest for an average of 12 years.

Increasing tenant retention by extending the duration of the lease agreements continues to be the challenge with regard to asset management, as does the further stabilising and possibly improving the occupancy rate in both segments. Intervest continuously responds to and evolves with the changing market conditions. In combination with solid real estate experience and through its extensive range of services, Intervest aims to respond fully to the needs of its tenants and as such become a reference for sustainable value creation in real estate.

1.2.10 Average age of buildings2

Intervest conducts a proactive policy regarding maintenance of the buildings, and the quality of the portfolio is guaranteed by way of constant monitoring of the investment plan. In addition to regular investments in quality and sustainability, the buildings are redeveloped and renovated to ensure the high quality of the office buildings and the logistics buildings and to optimise the technical and economic life span of the buildings. Thus, more than € 7 million was spent on investments in the existing portfolio in 2021.

1 Calculations have been made on the basis of the annual rental income of the total real estate portfolio as at 31 December 2021.

2 Percentages are calculated based on the fair value of the properties available for lease as at 31 December 2020. The age is expressed with reference to the construction year, not taking minor renovations into account. On the other hand, the age is adjusted if a building is fully renovated.

1.3 Overview of the portfolio

TOTAL PORTFOLIO 31.12.2021 31.12.2020 31.12.2019 31.12.2018 31.12.2017
Fair value of real estate available for
lease (€ 000)
1.098.820 965.796 859.513 858.653 662.539
Contractual rents (€ 000) 70.649 66.756 61.513 63.636 48.588
Yield on fair value (%) 6,4% 6,9% 7,2% 7,4% 7,3%
Contractual rents increased by the
estimated rental value of vacant
properties (€ 000)
75.231 71.776 65.761 68.001 55.783
Yield if fully let at fair value (%) 6,8% 7,4% 7,7% 7,9% 8,4%
Total leasable space (m²) 1.111.478 1.045.937 945.595 1.022.948 794.896
Occupancy rate (%) 94% 93% 93% 93% 91%

As at 31 December 2021, the yield for the entire portfolio

amounts to 6,4%.

1.3.1 By segment

OFFICES 31.12.2021 31.12.2020 31.12.2019 31.12.2018 31.12.2017
Fair value of property available for
lease (€ 000)
339.620 348.368 350.069 346.769 304.250
Contractual rents (€ 000) 27.767 28.490 28.339 27.021 21.157
Yield on fair value (%) 8,2% 8,2% 8,1% 7,8% 7,0%
Contractual rents increased by the
estimated rental value of vacant
properties (€ 000)
32.155 32.131 31.388 30.752 27.772
Yield if fully let at fair value (%) 9,5% 9,2% 9,0% 8,9% 9,1%
Total leasable space (m²) 245.538 245.538 237.737 237.732 210.457
Occupancy rate (%) 87% 88% 90% 88% 85%
LOGISTICS PROPERTY 31.12.2021 31.12.2020 31.12.2019 31.12.2018 31.12.2017
Fair value of property available for
lease (€ 000)
759.200 617.428 509.444 511.884 358.289
Contractual rents (€ 000) 42.882 38.266 33.174 36.615 27.431
Yield on fair value (%) 5,6% 6,2% 6,5% 7,2% 7,7%
Contractual rents increased by the
estimated rental value of vacant
properties (€ 000)
43.076 39.645 34.373 37.249 28.011
Yield if fully let at fair value (%) 5,7% 6,4% 6,7% 7,3% 7,8%
Total leasable space (m²) 865.940 800.399 707.858 785.216 584.439

1.3.2 Change in the yield on fair value

In this graph, the gross yield on the fair value is calculated on the company's contractual rents. The average gross yield of the real estate available for lease amounts to 6,4% as at 31 December 2021 (6,9% as at 31 December 2020). For the logistics segment, the gross yield has decreased from 6,2% to 5,6%. In the office portfolio, the gross yield rose remains at the same level as in 2020, 8,2%.

1.3.3 Insured value

The property portfolio of Intervest is insured for a total reconstruction value of €957 million, excluding the land on which the buildings stand, compared to a fair value of the real estate investments available for lease of € 1,1 billion as at 31 December 2021 (although land is included). The insured value for the office portfolio amounts to € 466 million and for the logistics portfolio to € 491 million, of which € 290 million is for the logistics real estate in Belgium and € 201 million is for the logistics real estate in the Netherlands.

The insurance policies also include additional guarantees for the real estate becoming unfit for use, such as loss of rental income, costs for maintenance and cleaning up the property, claims of tenants and users and third-party claims. The lost rental income is reimbursed as long as the building is not rebuilt, provided that this is done within a reasonable period as determined by the expert. With these additional guarantees, the insured value amounts to € 1,7 billion. This insured value is split into € 911 million for the office portfolio and € 750 million for the logistics portfolio, of which € 515 million is for logistics real estate in Belgium and € 235 million for the logistics real estate in the Netherlands.

Intervest is insured against liability arising from its activities or its investments under a third-party liability insurance policy covering physical injury up to an amount of € 2,5 million and material damage (other than that caused by fire and explosion) of up to € 0,1 million. Furthermore, the members of the supervisory board and of the executive board are insured for director's liability, by which damage is covered up to an amount of € 30 million.

1.3.4 Sensitivity analysis

In the case of a hypothetical negative adjustment of the yield used by the property experts in determining the fair value of the company's real estate portfolio (yield or capitalisation rate) of 1% point (from 6,4% to 7,4% on average), the fair value of the real estate would fall by € 148 million, or 13%. This would raise the debt ratio of the company by 6% points to approximately 51%.

In the reverse case of a hypothetical positive adjustment of this used yield of 1% point (from 6,4% to 5,4% on average), the fair value of the real estate would rise by € 202 million or 18%. This would lower the debt ratio of the company by 6% points to approximately 39%.

1.4 Valuation of the portfolio by the property experts

As at 31 December 2021, the valuation of the property portfolio of Intervest is carried out by the following property experts:

  • 〉 Cushman & Wakefield Belgium sa, represented by Victoria Parret and Gregory Lamarche
  • 〉 CBRE Valuation Services, represented by Jason Mommaerts and Kevin Van de Velde
  • 〉 CBRE Valuation Advisory bv, represented by Hero Knol and Devin Ummels.

The property experts analyse lease, sale and purchase transactions on a continuous basis. This makes it possible to correctly analyse real estate trends on the basis of prices actually paid and thus to put together market statistics.

For the assessment of the real estate, account is taken of the market, location and a number of characteristics of the real estate.

The market

  • 〉 supply and demand of tenants and buyers of comparable real estate
  • 〉 yield trends
  • 〉 expected inflation
  • 〉 current interest rates and expectations in terms of interest rate development.

The location

  • 〉 environmental factors
  • 〉 parking availability
  • 〉 infrastructure
  • 〉 accessibility by private and public transport
  • 〉 facilities such as public buildings, shops, hotels, restaurants, pubs, banks, schools, etc.
  • 〉 (construction) developments of comparable real estate properties.

The real estate

  • 〉 operating and other expenses
  • 〉 type of construction and level of quality
  • 〉 state of maintenance
  • 〉 age
  • 〉 location and representation
  • 〉 current and potential alternative uses.

Subsequently, there are four important valuation methods that are applied: updating of the estimated rental income, unit prices, discounted cash flow analysis and cost method.

Updating of the estimated rental income

The investment value is the result of the yield (or capitalisation rate, that represents the gross yield required by a buyer) applied to the estimated rental value (ERV), adjusted for the net present value (NPV) of the difference between the current actual rent and the estimated rental value at the date of valuation for the period up to the first opportunity to give notice under the current lease agreements.

For buildings that are partially or completely vacant, the valuation is made on the basis of the estimated rental value minus the vacancy and the costs (rental costs, publicity costs, etc.) for the vacant portions. The costs method is applied to buildings for which the property expert considers it more appropriate to do so.

Buildings to be renovated, buildings under renovation or planned projects are evaluated based on the value after renovation or after work has been finished, minus the amount of the remaining work to be done, the fees of architects and engineers, interim interest payments, the estimated vacancy rate and a risk premium.

Unit prices

The investment value is determined based on the unit prices of the object per m² for office space, storage space, archives, number of parking spaces, etc., all based on the market and building analysis described above.

Discounted cash flow analysis

The investment value is calculated based on the net present value of the net future rental income of every property. Thus, costs and provisions that are to be expected annually are taken into account for each property, as well as ongoing lease agreements, the expected completion time of the construction or renovation works, and their impact on the effective collection of the rents. This stream of income, as well as the selling value excluding transaction costs, are actualised (discounted cash flow) based on the interest rates on the capital markets, with a margin added that is specific to the type of the property investment (the liquidity margin). The impact of changing interest rates and expected inflation are thus taken account of in the estimate in a conservative way.

Costs method

This gives a value based on the estimated current costs of reproducing or creating a property of the same quality, utility and transferability, but with modern construction tools.

Special valuation considerations

At the explicit request of the auditor, and in accordance with the requirements of the IFRS 16 regulation, the property experts have made a special assessment consideration.

This implies that the property experts explicitly and expressly exclude any fees to be paid in connection with temporary rights of use/ownership (such as ground rents, concessions, etc.) as these must already be recognised separately on the balance sheet under IFRS 16. All values stated in the valuation report must be interpreted as such.

The real estate portfolio is divided as follows:

Property expert Fair value (€ 000) Investment value (€ 000)
Cushman & Wakefield Belgium 330.358 338.616
CBRE Valuation Services 431.663 442.455
CBRE Valuation Advisory 336.799 367.111
TOTAL real estate available for rent* 1.098.820 1.148.182
CBRE Valuation Services 35.769 36.663
Project developments included in the
valuation report
35.769 36.663

* The total of the reports of the property experts is in accordance with the amount of the real estate available for lease increased by the land reserve in Herentals (BE), valued as ready for construction.

1.4.1 Conclusion

The property experts have determined a total investment value of € 1.184.845.000 and a fair value of € 1.134.589.000 for the property portfolio of Intervest as at 31 December 2021.

Cushman & Wakefield Belgium

Gregory Lamarche, MRICS Partner Valuation & Advisory

CBRE Valuation Services

Kevin Van de Velde, MRICS & MRE RICS Registered Valuer Director

Victoria Parret Senior Valuer Valuation & Advisory

Jason Mommaerts Senior Valuation Surveyor

CBRE Valuation Advisory

Drs. H.W.B. Knol MSc RE MRICS RICS Registered Valuer Director

D.L.L. Ummels MSc RT Associate Director

1.5 The market for logistics real estate and offices1

1.5.1 Logistics

Rental market

Belgium

Companies are paying ever more attention to the sustainability and the cost optimisation of their business operations and their logistics process. This can often lead to a search for a new location or bespoke development. In addition to property charges, transport and labour costs are also part of this picture. If business premises allow a saving on transport, energy or maintenance costs, companies can bear and justify a higher rent level. The prime rents for logistics are currently around € 60/m². These levels are mainly achieved in the region around Brussels.

In 2021, the total take-up on logistics surface area amounted to 1.200.000 m². This is far above the average level of the past five years. A number of large transactions stood out, such as Intervest's rental transactions of a total of 80.000 m² in Genk at Genk Green Logistics, 150.000 m² for X2O Overstock at WDport of Ghent and 70.000 m² by Eutraco at the Kluizendok in Ghent. In this take-up, the growing e-commerce sector has of course been an important part. In general, the availability of ready-to-use logistics areas remains at a historically low level of 1%. A development pipeline of approximately 700.000 m² is planned for 2022, but here too it is expected that this will already have been filled before delivery. The vacancy levels are therefore not expected to decrease in the short term.

Strong demand combined with the scarce availability of land or projects could act as a brake on the market in the medium term. It is therefore not inconceivable that developers will be found even more willing to start speculative projects or that locations that were not previously known as typical logistics hotspots will emerge, simply because land has become so scarce. This may be influenced by the current and further evolution of the geopolitical situation in Eastern Europe.

Another striking change in the rental market in 2021 was the speed with which ESG requirements also influence the rent-ability of a building. Customers show great attention and willingness to pay for green and sustainable buildings with a high BREEAM score. This trend is expected to accelerate further in 2022.

The Netherlands

The Dutch market also performed strongly in 2021. The rental market was largely classically driven by 3PLs and online retailers, who performed strongly thanks to e-commerce which has in the meantime become a trend in consumer shopping behaviour. Vacancy fell sharply year-on-year to just under 2%.

The top logistics regions are: Tilburg/Waalwijk, Rotterdam, North Limburg/Venlo and Utrecht and Schiphol/Amsterdam. Emerging logistics regions are Almere - Lelystad, the A12 corridor, Arnhem - Nijmegen, Moerdijk and East Netherlands/Twente. It seems that the logistics real estate market is already expanding in terms of location in the Netherlands, which is also a consequence of the scarcity of large plots of land.

An additional reason for the expansion of this market is the increasing problem that companies face in attracting enough quality staff to work in these logistics centres. It is noted that this, together with the growing importance of ESG, is one of the biggest factors in a company's rental decision.

The prevailing trend in the rental market is expected to continue in 2022, increasing uptake and creating scarcity in modern, state-of-the-art warehouses.

The prime rent in the Netherlands at the top locations is approximately between € 65 and € 70/m². At Schiphol at the airport, the prime rent can even go up to € 87,5/m².

1 Sources: JLL Industrial & Logistics Market Overview 2021, JLL Flanders Office Market Research Report Spring 2022, CBRE Belgium Market Outlook 2022, CBRE Europe Investor Intentions Survey 2022, Cushman & Wakefield Marketbeat Office Brussels Q4 2021, Cushman & Wakefield Marketbeat Industrial Belgium Q4 2021, Cushman & Wakefield Marketbeat Office Belgium Regional Q4 2021, Cushman & Wakefield The Airport district report, JLL Global Real Estate Perspective - Highlights. Professional literature and interviews with property experts throughout the year.

Investment market

Belgium

Logistics real estate remains an attractive asset class for investors. The robustness of the sector has also been demonstrated during the corona crisis.

Built-to-suit projects with long-term agreements naturally remain the most popular among investors, but due to the limited supply of core+ product, many investors are also looking at portfolio or value-add products, with or without redevelopment potential. Brownfield sites are also gaining in importance.

The limited availability and general appetite for this asset class has resulted in historically low yields for logistics real estate. The investment market is somewhat more conservative in Belgium than in the Netherlands, although a yield of 3,5% is estimated for prime products. Thus, the yield expectations of logistics are at the same level as for office buildings, which is an important trend that will continue in 2022. This may be influenced by the current and further evolution of the geopolitical situation in Eastern Europe.

The Netherlands

The Dutch logistics real estate market remains expansive and initial yields (net initial yields - NIY) have fallen further to 3,1. A further compression is expected due to sustained investor interest. This is because of a strong performance of the rental market due to the growth of e-commerce, but also because other real estate segments, such as hotels, shops and offices, have become less interesting.

The outlook is optimistic, partly due to the increasing importance of e-commerce. The supply of suitable investment products remains limited, however. Developers speculatively build on new logistics locations or redevelop brownfields on existing industrial sites.

The Netherlands continues to be a popular e-commerce country, which increases the demand for smaller hubs near city centres. These urban logistics hubs are still on the increase. The 5.000 m² - 10.000 m² segment, in particular, is still experiencing enormous growth and this is followed by the urban-regional distribution centres measuring more than 20.000 m².

Consumers may like shopping online, but they are negatively disposed to the "boxing" of the Netherlands. For the time being, the social discussion about integrating with the landscape will not stop. As a result, more attention will be paid to architectural design and landscaping of the large distribution centres. More stringent municipal

regulations are to be expected.

Furthermore, subjects such as circularity and staff shortages are issues within the logistics hotspots.

International investors are still particularly active in the Dutch logistics real estate market, which is partly due to the positive enterprise climate, favourable location and excellent infrastructure. In the years to come, the Netherlands will remain the gateway to Europe for international companies with an important location for central European distribution centres, especially for high-value products.

Trends

Locations near multimodal hubs (rail, barge, airport, etc.) on the important axes to the hinterland remain the optimal locations for traditional logistics parties such as European distribution centres, in combination with central locations for national distribution. With the ascent of e-commerce (exacerbated by the corona crisis), locations are also being added at strategic positions along the major cities, and here the requirements in terms of layout and available space are often very different.

Demands with regard to sustainability and total costs are becoming increasingly stringent and many of the current buildings are no longer able to meet the modern requirements. This leads to a large number of customised development projects and redevelopment of brownfields, as available project land remains very scarce. Development at risk has gained enormous popularity in recent years due to the limited vacancy and continued appetite of prospective tenants in good locations.

The corona crisis has also left its mark on logistics, although the impact can be described as varied, to say the least. One certainty is that a large number of FMCG producers have examined their supply chain as a result of the crisis and the accompanying inventory shocks and many are currently setting up various strategic exercises in this regard, which may have consequences in the coming years. On the one hand, the crisis has led to an accelerated growth of e-commerce platforms, which has resulted in a greater need for space for these players. On the other hand, the negative impact on suppliers to retail and the catering sectors, among others, is obliging landlords to show the necessary flexibility towards their tenants in order to guarantee the future.

The government has become more aware of the strategic importance of the logistics sector. There will be a further increase in the demand for sustainable buildings at multimodal locations that are ready for advanced automated business operations. The attention on urban distribution hubs is also growing. Cost efficiency is key, but welfare aspects are equally important in this market segment.

BREEAM "Outstanding"

Tenants are attaching increasingly more importance to the sustainability of their logistics centres for environmental reasons, attention to the well-being of their employees and cost efficiency.

The highest achievable sustainability class for buildings, namely BREEAM "Outstanding", is being achieved more often. The aim is to bring polluting factors such as CO2 emissions, NOx emissions from heating installations and general energy consumption down to below the legally permitted minimum laid down in the Building Code.

Sustainable centres have energy-efficient installations, heat pumps, solar panels for their own energy needs, underground heat-cold storage, use of rainwater and water-saving sanitary installations, etc. There is an increasing focus on circularity whereby products can be dismantled after use, and the materials can be reused. Raw materials, components and products can thus retain their value. Sustainable and recyclable materials with the lowest possible environmental impact are used in construction.

The well-being, safety and health of employees are also key. The offices of logistics centres must be pleasant workstations having adequate daylight, clear lighting, pleasant acoustics, heating, ventilation and air quality.

Sufficient attention is paid to safety around the building, for example by way of additional lighting, good circulation and camera surveillance.

Automation and digitisation

The demand for distribution centres that enable omni-channel distribution with the lowest possible cost structure is on the rise. Further automation and digitisation driven by new technologies and developments will influence the concept of logistics buildings. Logistics halls are being made higher and floor area is being lowered because goods can be stacked higher. Floors must have a higher load-bearing capacity.

Automation does not affect the location. Multimodal locations near the most important approach roads, rail and water networks also continue to be important for cost-efficient business operational purposes.

Urban distribution hubs

Online shopping has experienced huge growth during the past year due to the corona pandemic. This has led to a significant growth in urban distribution close to the consumer. Existing properties near the edge of cities, at a half-hour's drive from the delivery address, are being transformed into transshipment hubs. These hubs often focus on a specific target group and are operated by third parties such as DHL or PostNL.

Professional specialists expect that multi-layer distribution hubs will also be developed on the edge of cities in the future, enabling a floor surface area of over 20.000 m², which may be of interest to several target groups. This will make it possible to combine several types of target groups and functionalities.

1.5.2 Offices

Rental market

With a total take-up of 472.000 m², the Brussels office market made positive progress in 2021 compared to last year. This boost was especially stimulated by a number of mega deals with, among others, the European Union and EY.

Availability is currently approximately 8,3%, and is expected to increase even further given that almost 200.000 m² of speculative developments will be added to the market in the next two years (many of which were initiated before the crisis). Furthermore, researchers are also seeing an increase in so-called "grey spaces" - office spaces that occupiers are subletting to somewhat reduce their own (oversized) contractual areas.

Average rental prices have not yet been affected by the crisis and continue to fluctuate around € 190/ m². The prime rents in the Leopold district also remain more or less stable at € 315/m², whereas the prime rent in the periphery is around € 165/m².

In 2021, the regional markets performed at a similar level to Brussels. After a weak 2020, the Flemish office markets recovered to a take-up of 297.000 m² – driven mainly by Ghent and Antwerp. Vacancy remains under control, but is increasing compared to previous years. Rents are rising and, given the current high inflation, a further increase is expected in the short term.

In Antwerp, take-up increased by 51% in 2021 to 107.441 m². The number of transactions of 193 is 37% higher than in 2020. The recovery has been supported by transactions in the IT sector (Dematic, Cegeka) and co-working (Silversquare, Urban City). Vacancy in Antwerp rose to 7,9%. The recent delivery of the renovated The Sage group and the Greenhouse Collection increase the choice of prime assets. The prime rents in Antwerp increased by 3% in 2021 in the ring road and remained unchanged at € 165/m² in the centre.

In Mechelen, the take-up is experiencing a strong recovery after an extremely quiet 2020. 18.914 m² is registered, 84% more than in 2020. However, this can largely be explained by a one-off deal. Vacancy rose slightly compared to the end of 2020 to 7,5%. This is only 2.000 m² in volume and is concentrated on Grade C real estate in the suburbs. Prime rents in Mechelen increased by 3,3% to € 155/m² in 2021.

In Leuven, take-up in 2021 fell by 29% to 7.579 m². The first half of 2021 was encouraging, but there was less activity in the second half of the year. Vacancy rates returned to 2020 levels. At the end of 2021, the vacancy rate was 4,1% compared to 5,2% in the first semester of 2021. In volume, this

means a vacancy of 19.000 m², of which 81% is in the periphery (Haasrode, Heverlee). Prime rents increased by 7% in 2021 to € 155/m² in the new projects along the Vaartkom. The rents for the existing prime real estate amount to € 150/m².

Other markets such as Liège, Ghent and Namur have remained stable at € 160/m².

Wallonia, on the other hand, - now that all the new projects have been leased - after a number of strong years, has fallen back to a "normal" level of approx. 39.000 m² - with only Liège performing well thanks, among other things, to a mega transaction with insurer Ethias for 15.000 m².

Now that the end of the corona crisis is slowly coming into sight and teleworking is no longer obligatory, the exact impact of the corona crisis on the office market will undoubtedly start to make itself known and slowly manifest itself. For the time being, experts note that many decisions or relocations have been put "on hold" due to increased uncertainty or because of additional requirements for financing imposed by the banks. The take-up through co-working hubs is also slowing considerably. As a result of the crisis and the increased level of teleworking, many office users will be scrutinising their real estate strategy in the coming months which, as mentioned before, may lead to a further decentralisation or boost for co-working hubs.

Investment market

In 2021, the Belgian investment market performed weaker than 2020 with approximately € 2,7 billion in transactions (strongly influenced by the Finance Tower, which changed hands for € 1,3 billion at the end of 2020), but is nicely in line with the five-year average.

Prime yields in Brussels tightened slightly to 3,5%, with peaks of up to 3,25% for long-term agreements. These are slightly higher in the regions, namely approximately 4,5%.

Antwerp's prime yields fell by 30 bp to 4,6%. In Mechelen, prime yields fell by 30 bp to 4,6%. Investors focus on safe core transactions and redevelopments in Antwerp and Mechelen.

Trends

Working, living and relaxing are becoming much more intertwined. The mixed working environment with working from home, teleworking from a regional hub, a co-working area, etc., is taking on a more permanent character with the corona crisis.

The impact of the corona pandemic on the office real estate market has been considerable. The crisis is making many parties think about their real estate and accommodation strategy. On the one hand, teleworking intuitively reduces the need for m². On the other hand, the distancing rules and coronavirus-proof working environment require a larger area, and the workplace is evolving into a meeting place where the focus is on human interaction. The direction in which the balance will finally tip is still a matter of conjecture.

Offices are no longer an expense item for companies, but a means of motivating employees, attracting new employees and offering all employees a place where they like to be. The hybrid way of working also benefits the sustainability objectives.

Technology, mobility and well-being at work are determining the locations of the future. Companies look for smaller, pleasant "green" offices in easily accessible locations that are highly equipped with appropriate accompanying services such as healthy food, wellness centres, etc.

This need will ultimately lead to environments where work, living, shopping and life go together.

2 Financial report

Strong financial results and key figures

1 Based on the closing price of the share as at 31 December 2021, which amounts to € 28,20.

2.1 Financial results 2021

2.1.1 Analysis of the results1

Organic growth of rental income of 4% due to active rental policy

in thousands € 2021 2020
Rental income 65.056 61.303
Rental-related expenses -148 -51
Property management costs and income 1.051 534
Property result 65.959 61.786
Property charges -8.383 -8.529
General costs and other operating income and costs -4.146 -4.339
Operating result before result on portfolio 53.430 48.918
Result on disposal of investment properties 198 1.670
Changes in fair value of investment properties 66.020 15.454
Other result on portfolio -11.205 -9.083
Operating result 108.443 56.959
Financial result (excl. changes in fair value of financial assets and liabilities) -7.085 -7.924
Changes in fair value of financial assets and liabilities 4.217 -2.311
Taxes -834 -664
NET RESULT 104.741 46.060
Attributable to:
Shareholders Group 98.100 43.431
Third parties 6.641 2.629
NET RESULT - Group share 98.100 43.431
Note:
EPRA earnings 45.176 40.355
Result on portfolio 48.707 5.387
Changes in fair value of financial assets and liabilities 4.217 -2.311

The rental income of Intervest in 2021 amounts to € 65,1 million (€ 61,3 million). This increase of € 3,8 million or 6% compared to 2020 is mainly the result of higher rental income in the logistics segment, a consequence of the realized acquisitions, the project developments delivered and the rental transactions concluded in the course of 2020 as well as of a number of break fees received as a result of contracts being terminated early in the logistics portfolio for an amount of € 0,7 million. The organic growth in rental income in 2021 amounts to 4%, or € 2,6 million, compared to the same period in the previous year.

The management-related costs and income amount to € 1,0 million and rise by € 0,5 million compared to 2020 (€ 0,5 million), a combination of a lower number of refurbishments for new lease contracts in the office segment, higher income from solar panels and lower operating costs for the Greenhouse hubs.

The property charges amount to € 8,4 million in 2021 (€ 8,5 million). The decrease of € 0,1 million can be attributed mainly to a decrease in the internal management costs of the real estate, partly compensated by the higher commercial costs and higher technical costs as a result of a more extensive maintenance programme for the existing portfolio.

The general costs and other operating income and costs amount to € 4,1 million, a decrease of € 0,2 million compared to 2020 (€ 4,3 million), mainly due to lower personnel costs.

The increase in rental income and management-related costs and income, combined with the fall in the property and general costs, means that the operating result before the result on portfolio increases by € 4,5 million, or 9%, to € 53,4 million (€ 48,9 million).

The operating margin rises from 80% at the end of 2020 to 82% at the end of 2021, driven by an active rental policy and cost monitoring.

The result on the sale of investment properties in 2021 amounts to € 0,2 million. This concerned a reversal of previously provided payable rental guarantee, granted with the sale of Oudsbergen in 2019, for which the final sum is paid in the third quarter of 2021.

The changes in the fair value of the investment properties in 2021 amount to € 66,0 million (€ 15,5 million). The positive changes in the fair value are the combined result of:

  • 〉 an increase in the fair value of the logistics real estate portfolio in the amount of € 77,2 million, or 12%, primarily as a result of the further sharpening of the returns, the leasings in the existing portfolio and the projects under construction
  • 〉 a value decrease in the fair value of the office portfolio of € 11,2 million, or 3%, mainly as a result of the valuation used by the real estate experts on a few properties in the current uncertain economic situation and the quantification of some planned value-increasing and sustainable investments in the portfolio.

The other result on portfolio in 2021 amounts to € -11,2 million in 2021 (€ -9,1 million) and consisted primarily of the provision for deferred tax on unrealised gains on the investment properties belonging to the perimeter companies of Intervest in the Netherlands and Belgium.

The financial result (excl. changes in fair value of financial assets and liabilities) in 2021 amounts to € -7,1 million (€ -7,9 million). The decrease in net interest costs of € 0,8 million, despite a higher average capital take-up in 2021, is the result of the refinancing of hedging instruments, a higher take-up in the commercial paper programme and the repayment of the bond loan of € 35 million at the end of the first quarter of 2021. As a result, the average interest rate of the financing has also decreased from 2,0% in 2020 to 1,8% in 2021.

The changes in the fair value of financial assets and liabilities include the change in the market value of the interest rate swaps which, in line with IAS 39, cannot be classified as cash flow hedging instruments, in the amount of € 4,2 million (€ -2,3 million).

The net result for Intervest for the 2021 financial year amounts to € 104,7 million (€ 46,1 million). The net result - Shareholders Group for 2021 amounts to € 98,1 million (€ 43,4 million) and can be divided into:

  • 〉 the EPRA earnings of € 45,2 million (€ 40,4 million) or an increase of € 4,8 million, or 12%, primarily a combination of higher rental income and other management-related costs and income and a fall in financing costs, property costs and general costs
  • 〉 the result on portfolio shareholders Group of € 48,7 million (€ 5,4 million)
  • 〉 the changes in the fair value of financial assets and liabilities in the amount of € 4,2 million (€ -2,3 million).

EPRA earnings amount to € 45,2 million for financial year 2021. Taking into account the 25.983.006 weighted average number of shares, this means EPRA earnings per share of € 1,74, which is an increase of 9%, or € 0,13 per share, compared to financial year 2020 (€ 1,60).

NUMBER OF SHARES 31.12.2021 31.12.2020
Number of shares at the end of the period 26.300.908 25.500.672
Number of shares entitled to dividend 26.300.908 25.500.672
Weighted average number of shares 25.983.006 25.164.126
Result per share - Group share
Net result per share (€) 3,78 1,73
EPRA earnings per share (€) 1,74 1,60
Pay-out ratio* (%) 88% 95%
Gross dividend** (€) 1,53** 1,53
Percentage withholding tax (%) 30% 30%
Net dividend (€) 1,0710 1,0710
Balance sheet data per share - Group share
Net value (fair value) (€) 23,67 21,46
Net asset value EPRA (€) 24,88 22,42
Share price on closing date (€) 28,20 22,55
Premium with respect to fair net value (%) 19% 5%

* Intervest Offices & Warehouses is a public regulated real estate company with a legal distribution obligation of at least 80% of the net result, adjusted for non-cash flow elements, realised capital gains and losses on investment properties and debt reductions.

** Subject to approval by the annual general meeting to be held in 2022..

As at 31 December 2021, the net value (fair value) of the share is € 23,67 (€ 21,46 as at 31 December 2020). Since the stock exchange quotation of the Intervest share (INTO) is € 28,20 as at 31 December 2021, the share is listed at a premium of 19% on the closing date compared to the net value (fair value).

EPRA - KEY FIGURES 31.12.2021 31.12.2020
EPRA earnings (€ per share) (Group share) 1,74 1,60
EPRA NTA (Net Tangible Assets) (€ per share) 24,83 22,40
EPRA NRV (Net Reinstatement Value) (€ per share) 26,76 24,08
EPRA NDV (Net Disposal Value) (€ per share) 23,64 21,37
EPRA NIY (Net Initial Yield) (%) 5,3% 5,7%
EPRA Topped-up NIY (%) 5,4% 5,8%
EPRA Vacancy rate (%) 6,2% 7,3%
EPRA cost ratio (including direct vacancy costs) (%) 17,9% 20,1%
EPRA cost ratio (excluding direct vacancy costs) (%) 16,5% 18,7%

The EPRA NTA per share amounts to € 24,83 as at 31 December 2021. This means an increase of € 2,43 compared to the € 22,40 as at 31 December 2020, mainly as a result of the combination of the EPRA earnings generation, the rise in the value of the real estate portfolio and the dividend distribution for financial year 2020.

2.1.2 Consolidated balance sheet

in thousands € 31.12.2021 31.12.2020
ASSETS
Non-current assets 1.219.621 1.022.835
Current assets 29.229 25.158
Total assets 1.248.850 1.047.993
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity 636.535 554.414
Share capital 237.930 230.638
Share premiums 189.818 181.682
Reserves 96.664 91.467
Net result for the financial year 98.100 43.431
Minority interests 14.023 7.196
Liabilities 612.315 493.579
Non-current liabilities 468.409 340.000
Current liabilities 143.906 153.579
Total shareholders' equity and liabilities 1.248.850 1.047.993

Assets1

The non-current assets amount to € 1.219 million as at 31 December 2021 (€ 1.023 million) and consist mainly of the real estate investments of Intervest. The fair value of the real estate portfolio as at 31 December 2021 amounts to € 1.209 million (€ 1.018 million). This is an increase of € 191 million as a result of € 63 million acquisitions, € 54 million investments in land reserves and project developments, € 8 million investments in the existing portfolio and a € 66 million value increase in the portfolio.

As at 31 December 2021, the investment properties consist of:

  • 〉 € 1.099 million of real estate available for lease spread across Belgium and the Netherlands
  • 〉 € 110 million of project developments, the construction of which is ongoing, such as Greenhouse Collection at the Singel, Genk Green Logistics and Herentals Green Logistics and land reserves in Genk Green Logistics, Herentals, Puurs and 's-Hertogenbosch and Venlo in the Netherlands.

In addition to the investment properties, the fixed assets contain € 6 million of other tangible fixed assets, mainly solar panels and € 5 million of financial fixed assets.

The fair value of the real estate portfolio amounts to € 1,2 billion as at 31 December 2021.

The current assets amount to € 29 million (€ 25 million) and consist mainly of trade receivables for € 14 million, € 5 million of tax receivables and other current assets, € 4 million of liquid assets and € 6 million of deferred charges and accrued income.

Despite the corona crisis, the collection of rent and rental charge claims still follows a regular and consistent pattern. The trade receivables on the balance sheet as at 31 December 2021 amount to € 14 million and include € 12 million non-expired receivables (advance invoicing of the rent and rental charges for the first quarter of 2022). Mid-February 2022, Intervest has already received 99% of the rents for 2021. The collection percentage of the pre-invoicing for January 2022 (for monthly invoicing) and the first quarter of 2022 (for quarterly invoicing) is also in line with the normal payment pattern and already amounts to 89%.

Liabilities2

In 2021, the shareholders' equity of the company rises by € 83 million, or 15%, and amounts to € 637 million as at 31 December 2021 (€ 554 million as at 31 December 2020), represented by 26.300.908 shares (25.500.672 shares as at 31 December 2020).

Market capitalisation amounts to € 742 million as at 31 December 2021.

The non-current liabilities amount to € 468 million (€ 340 million) and include the non-current financial debts in the amount of € 429 million (€ 314 million), the other non-current financial liabilities of € 11 million (€ 11 million), a provision of € 26 million created for deferred taxes (€ 14 million) and trade debts and other non-current debts in the amount of € 2 million. The non-current financial debts consist of € 421 million in bank loans and € 8 million in commercial paper (medium-term notes). The other non-current financial liabilities include, on the one hand, €9 million negative market value of the cash flow hedges that the company concluded to cover the variable interest rates on the non-current financial debts and, on the other hand, € 2 million debts relating to the lease hold fees payable in Oevel and Ghent.

The current liabilities amount to € 144 million (€ 154 million) and consist predominantly of € 101 million (€ 124 million) in current financial debts of which € 1 million of bank loans and € 100 million of commercial paper, € 24 million in trade debts and other current debts and liabilities, and € 17 million in deferred charges and accrued income.

2 Comparable figures for financial year 2020 are in brackets.

2.2 Financial structure

Further optimisation has resulted in an increase in the average remaining duration of long-term credit lines to 4,1 years

2.2.1 Developments in 2021

To finance the #connect2022 growth plan and its ongoing projects, Intervest concluded additional financing with existing financiers in 2021 for a total amount of € 56 million in line with market terms and margins. The aim has been to achieve a balanced ratio of debts to equity, with the intention of keeping the debt ratio between 45% and 50%.

With the conclusion of the additional loan from Triodos Bank for € 40 million, the highest sustainability standard was pursued on the financing side. This loan, with a duration of 7 years, is explicitly made available to be used to finance the realisation of buildings that are BREEAM certified as "Outstanding" (for new construction projects) or "Excellent" (for renovation projects).

In 2021, Intervest was also able to attract new bank financing of € 16 million with KBC Bank and BNP Paribas Fortis in line with market conditions for its prestigious logistics project development Genk Green Logistics, in each case with a term of 4 years. Consequently, the credit portfolio has been further optimised and extended to approximately € 650 million.

As part of a spread extension of current credit lines, credit lines were extended for a total amount of € 65 million.

The average remaining duration of the long-term credit lines therefore increased to 4,1 years compared to 3,8 years as at 31 December 2020.

Until 2023, there will also be no more financings on maturity date.

In addition, existing interest rate hedges for € 90 million have been renegotiated and extended with a term of 6 and 7 years at a lower interest rate via a 'blend & extend' transaction.

A broad base of investors continues to show strong interest in the commercial paper programme, resulting in an increase in the use to € 100 million for the short term and € 8 million for the long term as at 31 December 2021. The withdrawal is partially hedged (€ 60 million) by backup lines from assisting banks. The remaining € 40 million will be kept available on the traditional credit lines.

The average interest rate of the financing was tightened further to 1,8%, including bank margins (2,0% as at 31 December 2020).

Good diversification of various financing sources is targeted, as well as an adequate spread of the expiry dates of the financing, which caused Intervest to also close 2021 with a solid capital structure. Intervest continues to pay attention to actively managing the financial risks, including risk of interest, of liquidity and of financing.

2.2.2 Overview as at 31 December 2021

Other important characteristics of the financial structure as at 31 December 2021.

Credit lines

  • 〉 83% long-term credit lines with a weighted average remaining duration of 4,1 years (3,8 years at year-end 2020) and 17% short-term credit lines (€ 108 million)
  • 〉 spread of the expiry dates of credit lines between 2023 and 2031
  • 〉 spread of the credit over ten European financial institutions and a commercial paper programme.

Interest cover ratio

〉 A ratio of 7,5 for 2021: higher than the required minimum of 2 to 2,5 laid down as covenant in the company's financing agreements (6,2 for 2020).

Hedge ratio

  • 〉 62% of the credits withdrawn have a fixed interest rate or have been fixed by interest rate swaps and 38% have a variable interest rate
  • 〉 51% of the credit lines have a fixed interest rate or have been fixed by means of interest rate swaps and 49% have a variable interest rate
  • 〉 market value of the financial derivatives: € 4,5 million negative.

Covenants

  • 〉 no change in 2021 in the current contracted covenants
  • 〉 the RREC complies with its covenants as at 31 December 2021.

2.2.3 Note on the financial structure

Short-term credit lines

As at 31 December 2021, 83% of the available credit lines of Intervest are long-term credit lines and 17% are short-term credit lines.

The short-term credit lines (€ 108 million) consist of:

  • 〉 93% (€ 100 million) commercial paper
  • 〉 7% (€ 8 million) credits with unlimited duration.

Long-term credit lines

The strategy of Intervest is to keep the average duration of long-term credit lines between 3,5 and 5 years, but this can be temporarily deviated from if specific market conditions require.

In 2021, Intervest continued the process of optimising the spread of the expiry dates of its credit lines by:

  • 〉 concluding additional financing with existing financiers of € 56 million with
    • › Triodos Bank for €40 million with a term of 7 years
    • › KBC Bank and BNP Paribas Fortis for a total of € 16 million with a term of 4 years
  • 〉 the extension of current credit lines:
    • › with Belfius Bank, the credit line of € 25 million, which matured in mid-2021, until mid-2028
    • › with BNP Paribas Fortis, € 15 million, that would mature in mid-2022, until the end of 2026
    • › with KBC Bank, € 25 million, which would mature at the end of 2022, until the end of 2027.

The weighted average remaining duration of the long-term credit lines has increased to 4,1 years as at 31 December 2021, compared with 3,8 years as at 31 December 2020.

Available credit lines

As at 31 December 2021, the company has € 78 million of non-withdrawn committed credit lines (after hedging of the issued commercial paper). These will be used in the course of 2022 to finance ongoing project developments, future acquisitions and dividend payments in May 2022.

Intervest maintains a strict cash position so that, in principle, the cash position at financial institutions remains largely restricted and the cash balance can be applied for the reduction of financial debts. The company's cash position amounts to € 3,5 million as at 31 December 2021.

Maturity dates calendar credit lines

The maturity dates calendar for the credit lines as at 31 December 2021 is shown in the chart.

The weighted average remaining duration of the long-term credit lines is 4,1 years.

Hedging

Given the persistent low interest rates on the financial markets, Intervest further stepped up its hedging strategy. In composing the credit portfolio, Intervest aims for a strategy of maintaining a hedging ratio of at least 80%.

As at 31 December 2021:

  • 〉 the company has concluded interest rate swaps for a total notional amount of € 250 million
  • 〉 the company has fixed interest rate agreements with financiers for a total amount of
  • € 72 million with initial terms of 7, 8 and 10 years.

As at 31 December 2021, 62% of the credits withdrawn have a fixed interest rate or are fixed by interest rate swaps and 38% had a variable interest rate.

As at 31 December 2021, 51% of the credit lines of the company consist of financings with a fixed interest rate or are fixed by interest rate swaps; 49% have a variable interest rate. The percentage difference with the credit lines withdrawn results from the available credit lines.

As at 31 December 2021, the weighted average interest rate of the interest rate swaps is 0,4% (0,4% in 2020).

The expiry dates calendar of hedging instruments and financing with a fixed interest rate results in the following picture:

Duration of fixed interest rates

In 2021, existing interest rate hedges for € 90 million are renegotiated at a lower interest rate via multiple "blend & extend" transactions.

As at 31 December 2021, the weighted average remaining duration of the interest rate swaps is 4,9 years (4,4 years in 2020).

The interest rates on the credits of the company (interest rate swaps and credits with fixed interest rates) as at 31 December 2021 are fixed for a weighted average remaining duration of 5,0 years (4,1 years in 2020).

Interest rate sensitivity

For financial year 2021, the effect on the EPRA earnings of a (hypothetical) increase in interest rate of 1% gives a negative result of approximately € 1,0 million (negative € 0,5 million in 2020).

Average interest rate of the financing*

For financial year 2021, the average interest rate of the financing of Intervest is 1,8% including bank margins (2,0% in 2020). This decrease is mainly the result of the (re-)financing, interest hedging and optimisation.

  • 〉 The average interest rate for the non-current financial debts amounts to 2,1% in 2021 (2,2% in 2020)
  • 〉 The average interest rate for the current financial debts amounts to 0,7% in 2021 (1,4% in 2020).

Interest coverage ratio

The interest coverage ratio is the ratio between the operating result before result on portfolio and the financial result (excluding the changes in fair value of financial assets and liabilities). For Intervest, this ratio amounts to 7,5 for financial year 2021 (6,2 for the financial year 2020), which is higher than the 2 to 2,5 required, a protocol established in the financing agreements of the company.

The debt ratio of the company amounts to 45% as at 31 December 2021 (43% as at 31 December 2020). The increase in the debt ratio of 2 percentage points compared to 31 December 2020 is mainly the result of acquisitions, investments in investment properties and project developments and the payment of the dividend for the 2020 financial year, partly offset by the capital increase in the context of the optional dividend.

In order to guarantee a proactive policy for the debt ratio, an RREC having a debt ratio higher than 50% must prepare a financial plan pursuant to article 24 of the RREC Royal Decree. This plan contains an implementation scheme describing the measures to

be taken to avoid the debt ratio exceeding 65% of the consolidated assets.

Intervest's policy consists of trying to maintain a debt ratio of between 45% and 50%, unless a clear overheating of the logistics real estate market would significantly increase the fair value of the real estate portfolio. As a safety precaution, the bandwidth will then be adjusted downwards to 40-45%.

On the basis of the current debt ratio of 45% as at 31 December 2021, Intervest still has an additional investment capacity of approximately € 711 million, without exceeding the maximum debt ratio of 65%. The capacity for further investments amounts to approximately € 467 million before exceeding the debt ratio of 60% and approximately € 125 million before exceeding the threshold of 50%.

Valuations of the real estate portfolio also have an impact on the debt ratio. Taking into account the current capital structure, the maximum debt ratio of 65% would only be exceeded in the event of a possible fall in value of the investment properties available for lease of approximately € 388 million or 35% compared to the real estate available for lease of € 1.099 million as at 31 December 2021. For unchanged current rents, this means an increase of the yield, used to determine the fair value of the real estate properties available for lease, of an average of 3,5% points (from 6,4% on average to 9,9% on average). For an unchanged yield, used to determine the fair value of the real estate properties, this means a fall in the current rents of € 24,9 million, or 35%.

Intervest believes that the current debt ratio is at an acceptable level, offering sufficient margin to absorb potential decreases in value of the real estate properties.

This forecast can however be influenced by unforeseen circumstances. In this regard specific reference is made to the chapter Risk factors.

Banking counter parties

The credit portfolio of Intervest is spread over ten European financial institutions and a commercial paper programme.

Intervest maintains business relations with:

  • 〉 banks providing financing: KBC Bank nv, ING Belgium nv, Belfius Bank nv, BNP-Paribas Fortis nv, NIBC Bank nv, Bank Degroof Petercam, Argenta Spaarbank nv, Triodos Bank nv, VDK Bank and Banque Internationale à Luxembourg
  • 〉 banks which are counter parties for the interest rate swap hedges: ING Belgium nv, KBC Bank nv and Belfius Bank nv.

2.3 Profit distribution 2021

The supervisory board proposes to allocate the result of financial year 2021 of Intervest Offices & Warehouses nv as follows.

in thousands €

Net result for the 2021 financial year* 98.100
ALLOCATION/TRANSFER RESERVES
Allocation to/transfer from the reserves for the balance of the changes in the fair value** of real estate:
Financial year
-47.989
Previous financial years
198
Realisation real estate
-198
Transfer from the reserve of estimated mutation rights and costs resulting from the hypothetical
disposal of investment properties
5.848
Allocation to the reserve for the balance of changes in fair value of permitted hedging instruments that
are not subject to hedge accounting
-4.217
Allocation to the other reserve -198
Allocation to the reserves for the share in the profit or loss and in the other unrealised results of partic
ipations accounted for in accordance with the 'equity' method
-6.704
Allocation to results carried forward from previous years -4.600
Remuneration of capital 40.240
  • * The current profit distribution is based on the statutory figures (see 8.4 Annexes to the statutory annual accounts in the Financial statements).
  • ** Based on the changes in the investment value of the investment properties.

To the general meeting of shareholders on 27 April 2022, it will be proposed to distribute a gross dividend of € 1,53 per share.

The shareholders will be offered a gross dividend of € 1,53 per share for financial year 2021. This amounts to a net dividend of € 1,071 after deduction of 30% withholding tax.

Taking into account the 26.300.908 shares, which will share in the result of financial year 2021, this means a payable dividend of € 40.240.389.

The pay-out of the EPRA earnings is in accordance with the RREC Act. The dividend is payable as from 26 May 2022.

3 EPRA Best Practices1

EPRA is the European Public Real Estate Association which formulates recommendations to increase the transparency and consistency of financial reporting, the so-called BPR or Best Practices Recommendations.

In October 2019 the EPRA's Reporting and Accounting Committee published an update to the report entitled EPRA Best Practices Recommendations ("BPR")2. This BPR contains the recommendations for defining the main financial performance indicators applicable to the real estate portfolio. Intervest endorses the importance of reporting standardisation of performance indicators from the perspective of improving the comparability and the quality of information for its investors and other users of the annual report. For this reason, Intervest has decided to include the most important performance indicators in a separate chapter of the annual report .

3.1 EPRA once again gold for Annual Report 2020 and silver for Sustainability Report 2020

Intervest's Annual Report 2020 received an EPRA Gold Award at the annual conference of the European Real Estate Association once again. This is the seventh time in a row that Intervest has received a Gold Award for its annual report from this leading association, which advocates improved transparency and consistency in financial reporting.

EPRA formulates recommendations in so-called BPR or Best Practice Recommendations which provide a framework for comparability in the real estate sector and which are explained in the EPRA BPR report.

EPRA has extended this to recommendations and reporting with regard to sustainability, the so-called sustainability BPR. The Intervest Sustainability Report 2020, the second edition, once again received an EPRA sBPR Silver Award. This is described in more detail in the EPRA sBPR report.

These awards are a recognition of Intervest's ongoing efforts to provide consistent and transparent reporting with regard to finance and sustainability. Following the EPRA BPR guidelines provides stakeholders in the real estate sector with transparency and a framework of comparability and is highly valued in the sector, as is evidenced by the full report about the EPRA Awards, which can be viewed on www.epra.com.

1 These figures were not audited by the statutory auditor except for the EPRA earnings, the EPRA NAV and the EPRA NAV indicators.

2 The report can be viewed on the EPRA website: www.epra.com.

3.2 EPRA Key performance indicators

The statutory auditor has verified that the "EPRA earnings" and the "EPRA NAV indicators" were calculated according to the definitions of the EPRA BPR of October 2019, and whether the financial data used for the calculation of these ratios are consistent with the accounting data of the consolidated financial statements.

Table EPRA indicators EPRA Definitions* 31.12.2021 31.12.2020
1 EPRA earnings Result derived from the strategic opera
tional activities.
in thousands € 45.176 40.355
Objective: to measure the result of the
strategic operational activities, excluding
(i) the changes in fair value of financial
assets and liabilities (ineffective hedges),
and (ii) the portfolio result (the profit or
loss on investment properties that may
or may not have been realised).
€/share 1,74 1,60
2 EPRA Net Asset
Value (NAV)
indicators
Objective: to adjust the IFRS NAV to
provide stakeholders with the most
accurate information possible about the
fair value of the assets and liabilities of a
company investing in real estate in three
different cases:
(i) EPRA Net Reinstatement Value
(NRV) provides an estimate of the sum
required to reinstate the company via the
investment markets based on the current
capital and financing structure, including
the real estate transfer tax.
in thousands € 703.816 614.019
€/share 26,76 24,08
(ii) EPRA Net Tangible Assets (NTA)
assumes that the company acquires
and sells assets, which would result in
the realisation of certain unavoidable
deferred taxes.
in thousands € 653.172 571.146
€/share 24,83 22,40
(iii) EPRA Net Disposal Value (NDV)
represents the value accruing to the
shareholders of the company in the event
of a sale of its assets, which would result
in the settlement of deferred taxes, the
liquidation of the financial instruments
and the recognition of other liabilities at
their maximum amount, less taxes.
in thousands € 621.699 545.038
€/share 24,64 21,37
Table EPRA indicators EPRA Definitions* 31.12.2021 31.12.2020
3 (i) EPRA Net
Initial Yield (NIY)
Annualised gross rental income based on
the contractual rents at the closing date
of the annual accounts, less the property
charges, divided by the market value of
the portfolio increased by the estimated
transaction rights and costs in the event
of hypothetical disposal of investment
properties.
5,3% 5,7%
Objective: an indicator for comparing real
estate portfolios on the basis of yield.
(ii) EPRA adjusted
NIY
This ratio incorporates a correction
to the EPRA NIY for the expiration of
rent-free periods (or other unexpired
rent incentives such as a discounted rent
period and tiered rents).
5,4% 5,8%
Objective: an indicator for comparing real
estate portfolios on the basis of yield.
4 EPRA vacancy
rate
Estimated rental value (ERV) of vacant
space divided by ERV of the portfolio in
its entirety.
6,2% 7,3%
Objective: to measure the vacancy of the
investment properties portfolio based
on estimated rental value (ERV).
5 EPRA cost ratio
(including direct
vacancy costs)
EPRA costs (including direct vacancy
costs) divided by gross rental income less
compensations for leasehold estate and
long-lease rights.
17,9% 20,2%
Objective: to measure significant
changes in the company's general and
operational costs.
EPRA cost ratio
(excluding direct
vacancy costs)
EPRA costs (excluding direct vacancy
costs) divided by gross rental income less
compensations for leasehold estate and
long-lease rights.
16,5% 18,7%
Objective: to measure significant
changes in the company's general and
operational costs, without the effect of
changes in vacancy costs.

* Source: EPRA Best Practices (www.epra.com).

3.3 Tables EPRA Key performance indicators

3.3.1 Table 1: EPRA earnings

in thousands € 31.12.2021 31.12.2020
Net IFRS result (group share) 98.100 43.431
Adjustments to calculate EPRA earnings
To be excluded:
I.
Changes in fair value of investment properties
-66.020 -15.454
II.
Result on disposal of investment properties
-198 -1.670
VI.
Changes in fair value of financial assets and liabilities
-4.217 2.311
Minority interest in the changes in fair value of investment properties 6.306 2.654
Other result on portfolio 11.205 9.083
EPRA earnings (group share) 45.176 40.355
Weighted average number of shares 25.983.006 25.164.126
EPRA earnings (€/per share) (group share) 1,74 1,60

The EPRA earnings over 2021 amount to € 45,2 million which is an increase of 12% compared to 2020. The EPRA earnings per share rise by 9% and amount to € 1,74 for 2021 compared to € 1,60 for 2020.

This increase is mainly due, on the one hand, to higher rental income and higher other management-related costs and revenues and, on the other hand, to a decrease in financing costs, property costs and general costs.

3.3.2 Table 2: EPRA NAV indicators

31.12.2021
EPRA NRV EPRA NTA EPRA NDV EPRA NAV EPRA
NNNAV
622.512 622.512 622.512 622.512 622.512
622.512 622.512 622.512 622.512 622.512
-31.942 -30.660 0 -31.942 0
-27.453 -26.425 -27.453
-4.489 -4.489 -4.489
254
49.362 0 -813 0 -813
-813 -813
49.362
703.816 653.172 621.699 654.454 621.699
26.300.908 26.300.908 26.300.908 26.300.908 26.300.908
26,76 24,83 23,64 24,88 23,64
in thousands € 31.12.2020
EPRA NRV EPRA NTA EPRA NDV EPRA NAV EPRA
NNNAV
IFRS Shareholders' equity attributable to shareholders
of the parent company
547.216 547.216 547.216 547.216 547.216
Diluted NAV at fair value 547.216 547.216 547.216 547.216 547.216
To be excluded: -24.407 -23.928 0 -24.407 0
Deferred taxes in respect of the revaluation at fair

value of investment properties
-15.656 -15.656 -15.656
Fair value of financial instruments
-8.751 -8.751 -8.751
Non-current intangible assets according to the IFRS

balance
479
To be added: 42.395 0 -2.180 0 -2.180
Fair value of debts with fixed interest rate
-2.180 -2.180
Transfer tax on real estate
42.395
NAV 614.018 571.144 545.036 571.623 545.036
Diluted number of shares 25.500.672 25.500.672 25.500.672 25.500.672 25.500.672
NAV per share (in €) 24,08 22,40 21,37 22,42 21,37

In October 2019, EPRA published the new Best Practice Recommendations for financial disclosures of listed real estate companies. EPRA NAV and EPRA NNNAV are replaced by three new Net Asset Valuation indicators, namely EPRA NRV (Net Reinstatement Value), EPRA NTA (Net Tangible Assets) and EPRA NDV (Net Disposal Value). The EPRA NTA largely matches the "old" EPRA NAV. In order to keep the comparison with past data that is replaced by the new BPR Guidelines, the EPRA NAV and EPRA NNNAV reconciliation is still included.

The EPRA NTA per share amounts to € 24,83 as at 31 December 2021. This means that there was an increase of € 2,43 compared to € 22,40 as at 31 December 2020, mainly as a result of the combination of the EPRA earnings generation, the value increase of the real estate portfolio and the dividend distribution for financial year 2020.

The EPRA NRV per share as at 31 December 2021 amounts to € 26,76 compared to € 24,08 at yearend 2020.

The EPRA NDV per share amounts to € 23,64 at year-end 2021 compared to € 21,37 at year-end 2020.

3.3.3 Table 3: EPRA Net Initial Yield (NIY) and EPRA adjusted NIY

in thousands € 31.12.2021 31.12.2020
Investment properties and properties held for sale 1.208.944 1.017.958
To be excluded:
Project developments intended for lease 110.124 52.162
Real estate available for lease 1.098.820 965.796
To be added:
Estimated transaction rights and costs resulting from the hypothetical disposal of
investment properties
49.362 42.395
Investment value of properties available for lease - including property held by
right of use (B)
1.148.182 1.008.191
Annualised gross rental income 69.801 65.623
To be excluded:
Property charges* -8.972 -8.516
Annualised net rental income (A) 60.829 57.107
Adjustments:
Rent expiration of rent free periods or other lease incentives 849 1.133
Annualised "topped-up" net rental income (C) 61.678 58.240
(in %)
EPRA NET INITIAL YIELD (A/B) 5,3% 5,7%
EPRA ADJUSTED NET INITIAL YIELD (C/B) 5,4% 5,8%

* The perimeter of the property charges to be excluded for the calculation of the EPRA Net Initial Yield is set out in the EPRA Best Practices and does not correspond to the "Property charges" as presented in the consolidated IFRS accounts.

The EPRA Net Initial Yield and the EPRA Adjusted Net Initial Yield as at 31 December 2021 decrease compared to 31 December 2020 as a result of an increase in the fair value of the existing logistics portfolio due to the further sharpening of the yields in the logistics portfolio in the Netherlands and Belgium.

Segment Leasable space Estimated
rental value
(ERV) on
vacancy
Estimated
rental value
(ERV)
EPRA
vacancy rate
EPRA
vacancy rate
(in thousands m²) (in thousands
€)
(in thousands
€)
(in %) (in %)
31.12.2021 31.12.2020
Offices 246 4.388 32.577 13% 12%
Logistics real estate
Belgium
552 194 23.941 1% 5%
Logistics real estate
the Netherlands
313 0 17.148 0% 2%
TOTAL REAL ESTATE
available for lease
1.111 4.582 73.666 6% 7%

3.3.4 Table 4: EPRA vacancy rate

The EPRA vacancy rate as at 31 December 2021 decreases slightly compared to 31 December 2020.

In the logistics portfolio, the EPRA vacancy rate has decreased to 1% in Belgium compared to 5% as at 31 December 2020. This decrease can be explained by the vacant new-build units of approximately 25.000 m² delivered at the end of last year in Genk Green Logistics that have in the meantime been leased to Eddie Stobart Logistics Europe and the smooth re-leasing of the spaces vacated in the third quarter of 2021 in Herentals after the early departure of Nike Europe Holding.

In the logistics portfolio in the Netherlands, the vacancy in Roosendaal Braak was filled by the tenant already present on the site.

The EPRA office vacancy rate rose slightly from 12% to 13% as at 31 December 2021.

3.3.5 Table 5: EPRA cost ratios

in thousands € 31.12.2021 31.12.2020
Administrative and operational expenditures (IFRS) 11.625 12.385
Rental-related costs 148 51
Recovery of property charges -696 -752
Recovery of rental charges 0 -20
Costs payable by tenants and borne by the landlord for rental damage and
refurbishment
361 698
Other rental-related income and expenses -717 -460
Property charges 8.383 8.529
General costs 3.836 4.085
Other operating income and costs 310 254
To be excluded:
Compensations for leasehold estate and long-lease rights -8 -8
EPRA costs (including vacancy costs) (A) 11.617 12.377
Vacancy costs -893 -892
EPRA costs (excluding vacancy costs) (B) 10.724 11.485
Rental income less compensations for leasehold estate and long-lease rights
(C)
65.048 61.295
(in %)
EPRA cost ratio (including vacancy costs) (A/C) 17,9% 20,2%
EPRA cost ratio (excluding vacancy costs) (B/C) 16,5% 18,7%

The EPRA cost ratio as at 31 December 2021 has decreased compared to 31 December 2020, thanks to an increase in rental income on the one hand and a decrease in costs on the other.

in thousands € 31.12.2021 31.12.2020
Segment Unchanged composi
tion of the portfolio
over two years
Acquisitions
& develop
ments
Divestments Total net
rental
income
Unchanged composi
tion of the portfolio
over two years
Evolution in
net rental
income
Evolution in
net rental
income
Offices 25.389 785 0 26.174 25.629 -240 (in %)
-1%
Changes resulting from indexation 179 1%
Changes in the occupancy rate -558 -2%
Changes due to renegotiation with current
or new tenants
-240 -1%
Changes to compensation for damages received 207 1%
Changes Greenhouse -18 0%
Changes in staggered rent benefits due to
negotiations and break dates
190 1%
Logistics 34.405 4.477 0 38.882 32.473 1.932 6%
Changes resulting from indexation 322 1%
Changes in the occupancy rate 1.255 4%
Changes through renegotiation with current
or new tenants
32 0%
Changes due to discounts on temporary
availability provision
0 0%
Changes to compensation for damages received 474 1%
Changes in staggered rent benefits due to
negotiations and break dates
-151 0%
TOTAL RENTAL INCOME for
unchanged composition
59.794 5.262 0 65.056 58.102 1.692 3%
Reconciliation with consolidated net rental income
Rental-related costs -51
NET RENTAL INCOME
64.908

3.3.6 Table 6: EPRA net rental income on steady comparison basis

The above table shows the evolution in the EPRA rental income in an unchanged portfolio composition. This means that the additional rental income received as a result of the 2020 and 2021 acquisitions are not included in the comparison base.

There is a slight decrease of 1% for offices, while in the logistics segment, there is an increase in the like-for-like rental income of 6%.

3.3.7 Table 7: EPRA investment expenditures on constant comparison basis

in thousands € 31.12.2021 31.12.2020
Offices Logistics Offices Logistics
Acquisition of investment properties 0 48.969 0 42.683
Investments in project developments 13.515 40.274 2.562 18.324
Acquisition of shares in real estate
companies
0 14.474 42.677 0
Divestment/transfer of
investment properties
0 0 0 -1.592
Like-for-like portfolio* 2.422 5.311 2.971 2.066
TOTAL 15.937 109.028 48.210 61.481

* The investment expenditures mentioned in the "like for like portfolio" concern investments and expansions in buildings owned by the company as at 1 January 2019 and still owned as at 31 December 2020.

In the logistics portfolio, there were purchases in Tessenderlo, Puurs, Breda and Venlo in 2021. There have also been investments in the further finishing of Herentals Green Logistics and Genk Green Logistics.

In the office segment, investments are made for € 13,5 million in the Greenhouse Collection at the Singel project in Antwerp.

The investment expenditures in the existing office portfolio of € 2,4 million mainly relate to expenditure relating to Greenhouse BXL, Woluwe Garden, Leuven and Intercity Business Park. In the logistics portfolio, € 5,3 million was invested in the existing portfolio, mainly in Genk, Roosendaal, Herentals Logistics 2 and Herstal.

5 Outlook for 2022

With #connect20221, launched in the middle of 2020, Intervest has set out the strategic lines for the coming years: realising a carefully thought out growth of 30% of the fair value of the real estate portfolio, improving the quality of the real estate portfolio through asset rotation, realising the entire value chain from purchase (which can also include land purchase) to completion of the property with an in-house dedicated and motivated team and all this with an eye for sustainability at both investment and financing side.

In 2022, Intervest will continue unabated to implement this approach with value creation for all stakeholders and with due regard to sustainability and ESG in the different areas, supported by a client-focused team.

In the course of 2022, Intervest will remap its long-term strategic and sustainable ambitions after #connect2022.

5.1 Investments and development potential

Intervest focuses in both segments on future development potential as well as on future-proof modernization of the existing portfolio

Intervest is committed to creating value for its stakeholders by generating solid and recurring cash flows from a well-diversified real estate portfolio, with respect for the environment, social aspects and good governance. With this, the company wants to extract an agile advantage from the respective investment cycles and the underlying rental market in offices and logistics, the two segments of the real estate portfolio.

In 2021, an extensive strategic analysis is made for each property of the existing portfolio. This analysis has made it clear which properties can meet the future expectations and changing needs of users in terms of sustainability and well-being.

Approximately 86% of the total portfolio appears future-proof and thus strategic in nature for Intervest.

This has also led to a well-considered investment and redevelopment programme for the existing portfolio which will be implemented further in line with #connect2022 in 2022 and 2023.

1 See press release dated 18 June 2020: "Intervest Offices & Warehouses presents strategy #connect2020".

Diegem 〉 Greenhouse BXL - co-working

For the logistics real estate, the focus remains on sites with multi-modal accessibility and a critical size.

In this market segment, the scarcity and the growing importance of e-commerce, clearly influenced by the corona crisis, have led to a certain overheating of the market, both in Belgium and in the Netherlands. The purchase of logistics real estate has become expensive, which has meant that Intervest is evolving towards project developments under its own management in collaboration with partners and its own #TeamIntervest. As a result of the strategic exercise, certain existing logistics real estate sites will be redeveloped into futureproof logistics properties with an expected higher relettability.

Furthermore, Intervest continues to invest in logistics real estate with future development potential, both around existing locations and in new locations, so that new and existing logistics clusters can be

further expanded. Good examples of this can be found in Belgium with the sites Herentals Green Logistics, Genk Green Logistics and Puurs, and in the Netherlands with the sites Venlo and 's-Hertogenbosch.

For the office segment, Intervest continues to strive, on the one hand, to acquire high-quality properties in attractive and easily accessible places with a significant student population and, on the other hand, to pay the necessary attention to the "future-proof" upgrading of existing properties in the portfolio.

Buildings in good locations are rather scarce, certainly in cities with a student population. Moreover, also due to the corona virus crisis, trends can be observed in the office segment that have an influence on the future way of working, such as the evolution towards a mixed work environment. There is clearly an increasing need for flexibility and mobility in order to be able to work independently of location and time. On the business side, this translates into a need for greater flexibility in terms of m² and duration of contracts. Flexibility in spaces, co-working and serviced offices will become the natural buffers in organising this efficiently.

With the Greenhouse concept, which has in the meantime been successfully realised in Berchem, Diegem and Mechelen, Intervest offers an adequate response to these needs. Intervest also goes beyond real estate with the prestigious Greenhouse Collection at the Singel office renovation project in Antwerp. Building on the successful (ongoing) redevelopments of these office buildings, concerning Woluwe Garden is also opted for the implementation of the Greenhouse concept with the experienced #TeamIntervest. More than ever, the combination of an inspiring office environment with an extensive service provision appears to be the key to future-proof value creation. Woluwe Garden will be redeveloped into Greenhouse Woluwe Garden. The redevelopment project finally started at the beginning of 2022 with expected completion at the beginning of 2024.

It is becoming increasingly difficult to acquire high-quality real estate, leased over the long term, at a decent return. Intervest therefore continues to focus on redevelopments and investments in the logistics and office real estate segments with future development potential. This means that rental income can be slightly delayed and not immediately reflected in the results.

5.2 EPRA earnings and gross dividend

High-quality sustainable investments will result in long-term growth in rental income and property value

Intervest has the intention to set the gross dividend for financial year 2022 at least at the same level as for financial year 2021, namely € 1,53 per share. This represents a gross dividend return of 5,4% on the basis of the closing price of the share as at 31 December 2021, which was € 28,20. This envisaged gross dividend for 2022 can be increased if the circumstances concerning the planned investments and/or additional leasings in the real estate portfolio - which lead to a further increase in the EPRA earnings - make this possible and opportune.

In line with the guidelines of the #connect2022 strategy, Intervest is committed to keeping a larger part of the value chain in-house. This means investing primarily in own (re)developments. The fair value of the real estate portfolio as at 31 December 2021 has grown by 35% since the start of 2020, 27% of which has been the result of acquisitions and project developments. With the start of the Greenhouse Woluwe Garden redevelopment project, this rental income will temporarily drop. This rent reduction will not have an impact on the expected EPRA earnings for 2022 because of the own (re)developments and acquisitions that will already contribute to the EPRA earnings in 2022.

Based on the anticipated composition of the real estate portfolio and information available at the time of publication of this Annuel Report, Intervest expects comparable EPRA earnings for 2022.

The growth coupled to the strategic focus on own (re)developments will start to pay off as from 2023 with an expected increase in EPRA earnings compared to 2022.

This outlook is based on the current knowledge and assessment of interest rate fluctuations, the #connect2022 strategic growth plan and is barring unforeseen circumstances (such as possible effects of the corona crisis).

5.3 Financial calendar 2022

5 Intervest on the stock exchange

Market capitalisation increases by almost 30% compared to 2020

5.1 Stock market information

Intervest Offices & Warehouses (hereinafter 'Intervest') has been listed on the continuous market of the Euronext Brussels stock exchange (INTO) since 1999.

The share is included in stock exchange indexes such as EPRA/NAREIT Developed Europe and EPRA/NAREIT Developed Europe REIT's.

Intervest lists > 20 years on the Brussels stock exchange.

5.1.1 Evolution of the share price over three years

The share of Intervest has closed the financial year as at 31 December 2021 at a share price of € 28,20, compared to € 22,55 as at 31 December 2020.

The average share price of financial year 2021 amounts to € 23,92 compared to € 23,03 in financial year 2020. The share's lowest closing price is € 20,10 (19 March 2021) and its highest closing price record € 28,35 (25 November and 28 December 2021) in 2021.

2021 stock exchange performance compared to BEL 20

On average, the share of Intervest has performed better than the BEL 20 in 2021. The ex dividend date for the dividend covering financial year 2020 was as at 6 May 2021.

As at 31 December 2021, the market capitalisation of Intervest amounts to € 742 million.

5.1.2 Premium of the share price with regard to net value and EPRA NTA over three years

The share of Intervest has recorded an average premium of 5% compared to the net value (fair value) and 1% with regard to the EPRA NTA during financial year 2021.

The premium as at year end 31 December 2021 amounts to 19% compared to the net value (fair value) of € 23,67 and 14% with regard to the EPRA NTA of € 24,83. The net value includes the dividend for the financial year 2021.

5.1.3 Comparison of Intervest with EPRA/NAREIT indexes - Total return

During 2021, the Intervest share has outperformed the FTSE EPRA/NAREIT Eurozone and the FTSE EPRA/ NAREIT Belgium/Luxembourg.

5.1.4 Traded volumes Intervest

The traded volumes in 2021 are at a higher level than in 2020 with an average of 29.637 shares a day (an average of 29.091 a day). Based on the weighted average number of shares, the turnover rate of the Intervest share is 29%, at the same level as in 2020 (29%).

A liquidity agreement is concluded with KBC Securities and Bank Degroof Petercam in order to boost the marketability of the shares. In practice this happens by regularly submitting purchase and sale orders within certain margins.

Oevel 1, 2 and 3 › aerial photo

5.2 Dividend and shares

As at 31 December 2021 the share price of an Intervest share is € 28,20 through which it offers the shareholders a gross dividend return of 6,8%.

NUMBER OF SHARES 31.12.2021 31.12.2020 31.12.2019
Number of shares at the end of the period 26.300.908 25.500.672 24.657.003
Number of shares entitled to dividend 26.300.908 25.500.672 24.657.003
Free float (%) 85% 80% 85%
STOCK MARKET INFORMATION 31.12.2021 31.12.2020 31.12.2019
Highest closing share price (€) 28,35 29,15 28,40
Lowest closing share price (€) 20,10 16,90 20,60
Share price on closing date (€) 28,20 22,55 25,60
Premium to net value fair value (%) 19% 5% 20%
Average share price (€) 23,92 23,03 24,93
Number of shares traded per year 7.646.263 7.476.507 6.960.147
Average number of shares traded per day 29.637 29.091 27.295
Share turnover rate (%) 29,1% 29,3% 28,2%
DATA PER SHARE (€) 31.12.2021 31.12.2020 31.12.2019
Net value (fair value)* 23,67 21,46 21,25
EPRA NTA 24,83 22,40 21,77
Market capitalisation (million) 742 575 631
Pay-out ratio (%) 88% 95% 80%
Gross dividend 1,53 1,53 1,53
Percentage withholding tax (%) 30% 30% 30%
Net dividend 1,0710 1,0710 1,0710
Gross dividend yield (%) 5,4% 6,8% 6,0%
Net dividend yield (%) 3,8% 4,7% 4,2%

* The net value (fair value) corresponds to the net value as determined in article 2, 23° of the RREC Act.

5.3 Shareholders1

As at 31 December 2021, the following shareholders' structure is known to the company.

Name Number
of shares
Date
of transparency
notifications
% on trans
parency
notification
date
FPIM/SFPI (including Belfius Group)
Avenue Louise 32-46A, B-1050 Brussels
2.439.890 20 August 2019 9,90%
Federale Participatie- en Investeringsmaatschappij nv/
Société Fédérale de Participations et d'Investissement S.A.
(FPIM/SFPI) (parent company of Belfius Bank nv)
0
Belfius Verzekeringen nv 2.382.330
Belfius Bank nv 0
Corona nv 29.254
Auxipar nv 28.306
Allianz
Koenigingstrasse 28 - 80802 München, Germany
1.563.603 04 April 2019 6,44%
Allianz SE 0
Allianz Benelux S.A. 1.563.603
Patronale Group nv
Belliardstraat 3, 1040 Brussels
1.251.112 12 March 2020 5,07%
Patronale Group nv 309
Patronale Life nv 1.250.803
Degroof Petercam Asset Management S.A.
Rue Guimard 18, 1040 Brussels
773.480 19 March 2019 3,18%
BlackRock
55 East 52nd Street - New York, NY 10055, U.S.A.
493.742 30 June 2015 3,04%
BlackRock Asset Management Canada Ltd 7.643
BlackRock Asset Management Ireland Ltd 239.651
BlackRock Asset Management North Asia Ltd 321
BlackRock Fund Advisors 134.143
BlackRock Fund Managers Ltd 10.513
BlackRock Institutional Trust Company, National Association 96.868
BlackRock International Ltd 4.603
Other shareholders under the statutory threshold 19.779.081
TOTAL 26.300.908

1 Number of shares based on the transparency notifications received up to and including 31 December 2021. Notified changes can be consulted on www.intervest.be/en/shareholders-structure.

As at 31 December 2021 the free float of the Intervest share is 85%.

Transparency notifications in 2021

Intervest has not received any transparency notifications in 2021.

The previous and future notifications as well as the shareholders' structure can also be consulted on the Intervest website under the following heading: Shareholding Structure

https://www.intervest.be/en/shareholders-structure

In accordance with the applicable legal prescriptions, every natural or legal person that purchases or sells shares or other financial instruments of a company with a right to vote, be it representing capital or not, is obliged to notify the company as well as the Financial Services and Markets Authority (FSMA) of the number of financial instruments that he, she or it possesses whenever the right to vote connected to these financial instruments reaches five percent (5%) or a multiple of five percent of the total number of voting rights at that moment or at the moment when circumstances occur that give reason for such notification to become obligatory.

Besides the legal thresholds mentioned in the previous paragraph, the company also stipulates a statutory threshold of three percent (3%).

Declaration is also obligatory in case of transfer of shares, if the number of voting rights increases above or decreases below the thresholds, stipulated above, as a result of this transfer.

The denominator for this notification in the context of transparency regulations was last amended on 26 May 2021 as a result of the capital increase in the form of an optional dividend and the accompanying issue of 800.236 new shares.

CORPORATE GOVERNANCE STATEMENT

  • 1 General
  • 2 Governing bodies
  • 3 Diversity policy
  • 4 Remuneration report
  • 5 Conflicts of interest and other regulations
  • 6 Other parties involved

1 General

New governance structure since 2020: dual management

The extraordinary general meeting of shareholders of Intervest approved the amendments to the company's articles of association in accordance with the new Companies and Associations Code ("CAC") as at 18 May 2020. The choice was also made for dual management consisting, on the one hand, of a supervisory board and, on the other, an executive board, instead of the monistic system with a board of directors and a management committee.

The supervisory board is responsible for the company's general policy and strategy and for all actions specifically reserved for it on the grounds of the CAC and the articles of association. It also supervises the management board. At least once every five years, the supervisory board evaluates whether the chosen governance structure is still appropriate and, if not, it proposes a new governance structure to the general meeting of the company.

The management board exercises all management powers not reserved for the supervisory board in accordance with the CAC and the company's articles of association.

The supervisory board is assisted and advised by three committees: an audit and risk committee, an appointment and remuneration committee and an investment committee.

In 2021, the composition of both the supervisory board and the management board changed. Ann Smolders is appointed chairwoman of the supervisory board, as from 6 May 2021. Marc Peeters is subsequently co-opted as a member of the supervisory board in August 2021.

Joël Gorsele joined the management board as cio as from 1 January 2021. Vincent Macharis took up the position of cfo as from 10 March 2021.

General

In accordance with article 3:6 §2 of the CAC and the Royal Decree of 12 May 2019 on the designation of the corporate governance code to be observed by listed companies, Intervest has applied the Belgian Corporate Governance Code 2020 ("Code 2020"), as from 1 January 2020, taking into account the RREC legislation. This Code 2020 can be found on the Belgian Official Gazette website and at www. corporategovernancecommittee.be.

Intervest's supervisory board has set out the corporate governance principles in a number of directives:

  • 〉 the Corporate Governance Charter
  • 〉 the remuneration policy
  • 〉 the internal regulations of the management board
  • 〉 the code of conduct
  • 〉 the procedure for reporting irregularities
  • 〉 the dealing code.

The complete Corporate Governance Charter, reviewed for the last time in February 2021, sets out the important internal procedures for the management entities of Intervest. The Corporate Governance Charter, as well as the other directives, can be viewed at www.intervest.eu.

The Code 2020 applies the "comply or explain" principle, whereby deviations from the recommendations must be explained. On the date of this Annual Report, Intervest complies with the provisions of Code 2020, except for the following principles:

Principle 3.4 of Code 2020 stipulates that the supervisory board must have at least 3 members who qualify as being independent in accordance with the criteria described in principle 3.5.

After the decease of Jean-Pierre Blumberg, the supervisory board consisted of 4 members in the period from 4 October 2020 to 28 April 2021, of which only 2 qualified as independent in accordance with the criteria described in principle 3.5 of the Code 2020. This means that, during that period, Intervest deviates from principle 3.4 of the Code 2020. At the general meeting of shareholders as at 28 April 2021, Ann Smolders was appointed as a member of the supervisory board. Marc Peeters was subsequently co-opted as an independent member of the supervisory board and has held that position since 1 August 2021. Because of this, as at 31 December 2021, the supervisory board consisted of 6 members, 4 of whom qualify as independent in accordance with the criteria described in principle 3.5 of the Code 2020.

Principle 7.6 of the Code 2020 states that the members of the supervisory board must receive part of their remuneration in the form of shares of the company.

Intervest deviates from this principle and does not remunerate its supervisory board members in the form of shares. Taking into account their current remuneration and the independent nature of a number of members of the supervisory board, Intervest is of the opinion that the (possibly partial) granting of remuneration in shares does not contribute to achieving the objectives of Code 2020 to have these members of the supervisory board subscribe to a long-term vision. Intervest's strategy, general policy and the way in which the company operates, already meet the objective of principle 7.6 of Code 2020, which is aimed at promoting long-term value creation and a balance between the legitimate interests and expectations of the shareholders and all stakeholders. These principles are specifically set out in the Corporate Governance Charter endorsed by each member of the supervisory board.

Principle 7.9 of Code 2020 states that the supervisory board must determine a minimum threshold of shares that must be held by the members of the management board.

Intervest deviates from this principle and does not set a minimum threshold for the holding of shares by the members of its management board. As a public RREC, Intervest endeavours to create value for its stakeholders by generating solid and recurring cash flows on a well-diversified real estate portfolio and does so with due respect for sustainability, social aspects and good governance. It is this strategy that must be rolled out operationally by the members of the management board. The underlying performance criteria regarding the variable longterm remuneration of the members of the management board contain a clear link with the creation of stable long-term cash flows, which is why Intervest is of the opinion that, in this way, it is already making the members of the management board act with the perspective of long-term shareholders.

However, the members of the management board do have the possibility of individually acquiring shares of the company, on condition that they comply with the rules regarding transactions for their own account in shares or other debt instruments of the company or derivatives or other financial instruments associated with them.

2 Governing bodies

Supervisory board

Role

The company is led by a supervisory board acting as a college.

The supervisory board must aim to achieve sustainable value creation by the company, taking into account the legitimate interests of shareholders as well as of other stakeholders, by means of:

  • 〉 determining corporate strategy
  • 〉 establishing effective, responsible and ethical leadership
  • 〉 supervising the company's performance.

Responsibilities

Strategy

The supervisory board must do the following with regard to its responsibilities relating to strategy:

  • 〉 approve the company's medium-term and longterm strategies, whereby it also approves the company's willingness to take risks to achieve these strategic objectives, which are based on proposals by the management board; it will also evaluate them regularly;
  • 〉 monitor the operational plans and the key policies developed by the management board in order to implement the company's approved strategy and
  • 〉 achieve a corporate culture that supports the enterprise strategy of the company and promotes ethical and responsible behaviour.

Leadership

With regard to its leadership responsibilities, the supervisory board must:

  • 〉 appoint and dismiss the ceo; the supervisory board also appoints and dismisses the other members of the management board in deliberation with the ceo, taking into account the need for a balanced management board
  • 〉 ensure that there is a succession plan for the ceo and the other members of the management board and to evaluate this plan periodically
  • 〉 establish the company's remuneration policy for the members of the supervisory board and the members of the management board, as advised by the company's appointment and remuneration committee, while taking into account the company's general remuneration framework
  • 〉 evaluate the performance of the management board
  • 〉 evaluate the achievement of the strategic objectives of the company against agreed benchmarks and objectives and
  • 〉 make proposals to the general meeting regarding the appointment or reappointment of the members of the supervisory board and to ensure that there is a succession plan for the members of the supervisory board.

Supervision

With regard to its supervisory responsibilities, the supervisory board must:

  • 〉 approve the internal control and risk management framework proposed by the management board and review it after implementation
  • 〉 take the necessary measures to ensure the integrity and timely disclosure of the company's annual accounts, as well as the timely disclosure of other relevant financial and non-financial information, in accordance with applicable legislation
  • 〉 provide an integrated vision of the company's performance in the annual report and ensure that such report contains sufficient information regarding issues of social importance, as well as relevant environmental and social indicators
  • 〉 ensure that there is a process for assessing the company's compliance with applicable laws and other regulations and for applying relevant internal guidelines
  • 〉 adopt a code of conduct for the company leadership and employees in terms of responsible and ethical behaviour and review it at least once per year and
  • 〉 monitor the performance of the external audit and the functioning of the internal audit.

The supervisory board has met 9 times during the year 2021. The most important agenda items that the supervisory board has deliberated and decided on in 2021 are:

  • 〉 approval of the quarterly, half-yearly and annual figures
  • 〉 approval of the annual accounts and statutory reports
  • 〉 approval of the 2021 budgets
  • 〉 discussion of the real estate portfolio (including investments and divestments, tenant concerns, valuations and the like)
  • 〉 the capital increase through the issue of an optional dividend within the context of the authorised capital
  • 〉 the amendment to the Corporate Governance Charter as a result of the implementation of the dual governance model, which must be submitted to the general meeting in that context
  • 〉 implementation of the new remuneration policy
  • 〉 analysis and follow-up medium-term and long-term strategy in the context of the #connect2022 strategy
  • 〉 composition and evaluation of the management and supervisory boards.

Functioning

The supervisory board meets whenever the interests of the company so require, at least four

times a year or whenever the chairman of the supervisory board or any other member so requests. The deliberations and decisions of the supervisory board are recorded in the minutes drawn up after each meeting by the secretary of the company and signed by the chairman of the supervisory board and the members of the supervisory board who so request. The minutes are kept at the company secretariat in a specially designated register.

To the extent necessary, it is specified that, during the past five years, no member of the supervisory board:

  • 〉 has been convicted in connection with fraud-related offences
  • 〉 as a member of an administrative, management or supervisory body or as a director, has been involved in any bankruptcy, suspension or liquidation
  • 〉 has been the object of official and publicly voiced accusations and/or sanctions imposed by legal or supervisory authorities, or declared unfit by a legal institution to act as the member of a board, management or supervisory body of an issuing institution or unfit to act in the context of the management or performance of activities of an issuing institution.

Among the members of the supervisory board there are no family relations extending to the second degree.

Composition

The supervisory board consists of a minimum of three and a maximum of ten members. The supervisory board strives to ensure that no individual or group of supervisory board members can dominate the decision-making process. At least three members will have the status of independent members.

All members of the supervisory board are natural persons and must permanently satisfy the requirements in terms of the professional reliability and appropriate expertise necessary to hold their position, as specified in article 14 §1 of the RREC Act.

The composition of the supervisory board is such that there is adequate expertise regarding the various activities of the company, as well as sufficient diversity of competences, background, age and gender.

The members may not hold more than five directors' mandates in listed companies.

In accordance with articles 7:86 and 7:106 of the CAC, at least one third of the members of the supervisory board will be of a different gender than the other members of the supervisory board.

Composition of the supervisory board in 2021

Address Mandate Renewal End Attendance
Ann Smolders
Chairwoman, independent
member of the supervisory
board
Engelsestraat 51 bus 3.1
8301 Knokke-Heist
Belgium
First
mandate
N/A April 2024 5/5*
Johan Buijs
Member of the supervisory
board
IJsseldijk 438
2921 BD Krimpen a/d Ijssel
The Netherlands
Fourth
mandate
April 2021 April 2024 9/9
Jacqueline Heeren - de Rijk
Independent member of
the supervisory board
Stationsstraat 33
2910 Essen
Belgium
Second
mandate
April 2019 April 2022 9/9
Marco Miserez
Member of the supervisory
board
Don Boscolaan 19
1150 Sint-Pieters-Woluwe
Belgium
First
mandate
Co-opted
30 July 2020
April 2024 8/9
Marc Peeters
Independent member of
the supervisory board
Naalstraat 41
2570 Duffel
Belgium
First
mandate
Co-opted 1
August 2021
2/2**
Marleen Willekens
Independent member of
the supervisory board
Edouard Remyvest 46 b1
3000 Leuven
Belgium
Second
mandate
April 2019 April 2022 9/9

* Ann Smolders was appointed as an independent member of the supervisory board at the general meeting of shareholders as at 28 April 2021. By decision of the supervisory board, Ann Smolders was appointed as chairwoman of the supervisory board as from 6 May 2021.

** By decision of the supervisory board, Marc Peeters was co-opted as a member of the supervisory board as from 1 August 2021. The ratification of the aforementioned co-optation and reappointment will be submitted to the general meeting of shareholders as at 27 April 2022.

ANN SMOLDERS

Chairwoman, independent member of the supervisory board

Ann Smolders has been chairwoman and independent member of the supervisory board since 6 May 2021.

Professional career

Ann Smolders, born in 1965, obtained a law degree from KU Leuven and a master's degree in management from UCL-IAG.

She started her career in 1989 at PwC in Belgium, where she became a member of the board of directors in 2000 and was appointed partner in 2005.

Ann Smolders has 30 years of experience in various financial subjects specialising in mergers & acquisitions and the valuation of companies.

During her career at PwC, she has held various managerial positions and gained extensive experience in the real estate sector in Belgium and in an international context. For 4 years, she was responsible for leading the PwC real estate team and for the further development of its activities.

Ann Smolders is a guest lecturer at KU Leuven and follows the INSEAD 'International Directors Programme'.

Current mandates

Chairwoman of the supervisory board, member of the audit and risk committee and member of the appointment and remuneration committee of Intervest (listed).

Previous mandates during the last 5 years

Member of the board of directors of PwC (2000- 2020) and member of the executive committee of ULI Belgium (2014-2020)

JOHAN BUIJS

Member of the supervisory board

Johan Buijs has been a non-independent member of the supervisory board of Intervest since 2011, acting chairman of the supervisory board in the period 5 October 2020 to 6 May 2021 and chairman of the appointment and remuneration committee and of the investment committee.

Professional career

Johan Buijs, born in 1965, studied civil engineering at the Delft University of Technology. He started his career in 1989 as a structural engineer at the D3BN Civil Engineers consultancy. After that, he worked as a structural engineer/project manager at Royal Haskoning and as a project manager and director of D3BN Rotterdam and director of D3BN infrastructure. He continued his career as the head of the building department and, as from January 2005, as statutory director of Wereldhave Management Holding bv. In 2006, Johan Buijs was appointed statutory director of Wereldhave nv. In 2008, he continued his career at NSI which he led as General Manager until August 2016.

He is currently active as ceo and co-founder of Spark Real Estate bv, co-founder of Vybes bv and shareholder/director at Easywatersupply (EW Supply bv).

Current mandates

Member of the supervisory board of Intervest (listed company), member of the statutory auditors of Stadsherstel Historisch Rotterdam nv and member of the board of statutory auditors of Matrix Innovation Centre.

Previous mandates during the last 5 years

N/A

JACQUELINE HEEREN de RIJK

Independent member of the supervisory board

Jacqueline Heeren - de Rijk has been an independent member of the supervisory board of Intervest since 2016.

Professional career

Jacqueline Heeren - de Rijk was born in 1952. She followed a number of Logistics and Transportrelated training courses, including the training course as a Transport of Hazardous Substances Specialist at the Shipping and Transport Education Foundation. Since 1991, she has held the position of director/manager at Jan de Rijk nv (trade name Jan de Rijk Logistics). She has also been a director at Europand bv since 2005.

Current mandates

Member of the supervisory board of Intervest (listed company). Vice-chair of the sector council of the National and International Road Transport Organisation foundation (ZBO). Board member of thermography Coordination and Advice Centre Brabant (Multimodaal Coördinatie- en Adviescentrum Brabant). Member of Economic Board West Brabant. Smartwayz Programme Board Member.

Previous mandates during the last 5 years

Director of Europand Eindhoven bv. Director of Euroute Holding nv. Director of Euroute Investments bv.

MARCO MISEREZ

Member of the supervisory board

Marco Miserez has been a non-independent member of the supervisory board of Intervest since 30 July 2020.

Professional career

Marco Miserez, born in 1987, graduated as a commercial engineer from ICHEC Brussels Management School in 2010. He started his career in 2010 as an equity advisor at KBC Securities. In 2016, he continued his career as a portfolio manager at Candriam. In April 2020, he joined the Investments team of Belfius Insurance as a senior manager specialising in equities.

Current mandates

Member of the supervisory board of Intervest (listed), member of the board of directors of Technical Property Fund 2, member of the advisory board of imec.xpand.

Previous mandates during the last 5 years

N/A

MARC PEETERS

Independent member of the supervisory board

Marc Peeters has been an independent member of the supervisory board since 1 August 2021.

Professional career

Marc Peeters, born in 1963, graduated from the KU Leuven in 1989 with a civil engineering degree. After additional training at the Rheinisch-Westfälische Technische Hochschule Aachen and an officer training in the Belgian army, he started his career immediately in the construction sector.

Until his recent appointment as ceo of Group S, a social/HR group, he worked for several companies within the BAM Belgium construction group where, in recent years, he was executive director responsible for Belux and the activities in Paris and was also responsible for project development in Belgium as managing director.

Current mandates

Independent member of the supervisory board of Intervest (listed), member of the board of directors of the Belgian Construction Federation.

Previous mandates during the last 5 years

Chairman of the management board of Group S. Member of the management board of Group S.

MARLEEN WILLEKENS

Independent member of the supervisory board

Marleen Willekens has been an independent member of the supervisory board of Intervest and chairwoman of the audit and risk committee since 2016.

Professional career

Prof. Dr Marleen Willekens, born in 1965, obtained a master. in Business Economics at Ghent University (1987) and then started her career in the financial sector, as an intern at Bank Brussels Lambert. In 1989, she decided to enter the academic world, which led to her obtaining a PhD in industrial and business studies from the University of Warwick (Warwick Business School). After having obtained her doctorate, she was appointed lecturer in the Accountancy research group of the Faculty of Economics and Business at the KU Leuven in 1995, where she has been a full professor since 2009. She was professor at Tilburg University from 2006 to 2008 and she has also been a part-time professor of Auditing at the BI Norwegian Business School in Oslo since 2012. Marleen Willekens gives lectures on subjects such as auditing, financial accounting, and financial management in healthcare, and also lectures at numerous foreign universities, in MBA programmes and executive programmes. She is also the author and co-author of various articles and books in the field of auditing and accounting. She has received various awards, both locally and abroad for her research in this field.

Current mandates

Member of the supervisory board, appointment and remuneration committee, and chair of the audit and risk committee of Intervest (listed company), member of the board of directors and chair of the audit committee of Aedifica nv (listed).

Previous mandates during the last 5 years

Chair of the Dutch-speaking jury (NL3) of the qualification examination for company auditors (mandate ended in 2019).

Appointment procedure

The members of the supervisory board are appointed by the general meeting of shareholders for a maximum period of four years. The articles of association do allow an appointment for a period of six years, however. The members of the supervisory board are re-eligible. The mandates can be renewed three times. Members are not reappointed automatically. The maximum duration of an appointment for an independent member of the supervisory board is 12 years. An appointment may be revoked by the general meeting at all times.

The appointments process is led by the appointment and remuneration committee, which recommends suitable candidates to the supervisory board. The supervisory board then makes proposals for (re)appointment to the general meeting, which may or may not approve them.

The appointment and remuneration committee takes the initiative in drawing up the selection criteria and the competency profile. In the event of a new appointment, the chairman of the supervisory board and the chairman of the appointment and remuneration committee will ensure that the supervisory board has sufficient information about the candidate before considering the candidacy.

The choice of members is determined on the basis of the necessary gender and other diversity and complementarity in terms of competence, experience, knowledge and behavioural competences such as integrity, absence of conflict of interest, judgement, problem analysis, vision, knowledge and experience (from different sectors and perspectives). A candidate must satisfy the objective criteria and the requirements of the RREC ACT and the RREC RD as much as possible.

The general meeting of shareholders appoints the members of the supervisory board whom it selects from the candidates nominated by the supervisory board.

The appointment of a new member of the supervisory board must also be approved by the FSMA in accordance with the RREC Act.

The mandates of the members of the supervisory board are revocable ad nutum. If the seat of a member of the supervisory board becomes vacant during the term of office, the remaining members of the supervisory board are authorised to temporarily appoint a member of the supervisory board to serve out the term, subject to confirmation of the thus co-opted member of the supervisory board by the next general meeting.

Chairman of the supervisory board

The supervisory board appoints a chairman from among its members. The chairman takes the leading role in all initiatives aimed at securing the proper functioning of the supervisory board and does so in an atmosphere of trust and respect.

The chairman is a person who is recognised for his professionalism, independence of mind, coaching skills, ability to reach consensus, communication and meeting and management skills.

At the head of the company, a clear distinction is made between, on the one hand, the responsibility for organising, leading and informing the supervisory board, which belongs to the chairman of the supervisory board, and, on the other hand, the executive responsibility for managing the company activities, which belongs to the ceo. The chairman must maintain a close working relationship with the ceo, while providing support and advice, taking into account the executive responsibilities of the ceo. The positions of chairman of the supervisory board and ceo may not be performed by one and the same person.

The chairman will ensure that the supervisory board is optimally composed and will lead the supervisory board. He initiates the regular evaluation of the effectiveness of the supervisory board and the management of the calendar of meetings. The chairman ensures that the procedures with regard to the deliberations, the adoption of resolutions and the implementation of decisions are carried out correctly. He encourages effective interaction between the supervisory board and the management board and ensures effective communication with shareholders and other key stakeholders.

Secretary

The supervisory board has appointed Kevin De Greef as company secretary. The role and duties of the secretary are assigned by the supervisory board. The secretary regularly reports to the supervisory board with regard to the manner in which the procedures, rules and regulations of the Corporate Governance Charter of the supervisory board are followed and duly observed. He performs all administrative tasks (agenda, minutes, archiving, etc.) and ensures that all necessary documents are prepared correctly.

The secretary ensures that there is an efficient flow of information within the supervisory board and between the supervisory board, the specialised committees and the management board.

Evaluation

Under the chairman's leadership, the supervisory board periodically evaluates its size, composition, operation and effectiveness, as well as the interaction with the management board. This evaluation is performed at least every three years.

This evaluation process will:

  • 〉 assess how the supervisory board functions and is led
  • 〉 verify whether the major subjects are thoroughly prepared and discussed
  • 〉 assess the actual contribution and involvement of each member of the supervisory board during discussions and decision-making
  • 〉 assess how the supervisory board is composed in the light of what the desired composition is
  • 〉 discuss the functioning and composition of the specialised committees and
  • 〉 evaluate the cooperation and communication with the management board.

Should the aforementioned evaluation procedures reveal certain points of weakness, the supervisory board will provide appropriate solutions to address them. This can lead to changes in the composition or the functioning of the supervisory board or a specialised committee.

Management board

Role and powers

In accordance with article 7:110 of the CAC and article 17.1 of the articles of association of the company, the management board has the most extensive powers to perform any transactions that are necessary or useful to achieve the object of the company, with the exception of:

  • 〉 the management powers relating to the general and strategic policy of the company, which are reserved for the supervisory board
  • 〉 the powers reserved for the supervisory board by virtue of the RREC Act, the RREC Royal Decree or the articles of association
  • 〉 the approval of the annual accounts and
  • 〉 any acts and transactions that could give rise to the application of article 7:117 of the CAC.

The Corporate Governance Charter sets out specific subjects that the management board must submit to the supervisory board in advance for approval.

The following internal distribution of powers is established within the management board:

  • 〉 chairman, also called ceo ("chief executive officer"), has general and coordinating powers and is responsible for the development of the strategy and the relationship with the shareholders, and bears ultimate responsibility for the company's public relations
  • 〉 the cfo ("chief financial officer") is responsible for the financial management of the company
  • 〉 the cio ("chief investment officer") is responsible for the active asset management of the company's real estate and its perimeter companies and, thus, for the implementation of the company's investment and divestment strategy
  • 〉 the sgc ("general counsel & secretary general") heads the legal department (responsible, among other things, for the day-to-day legal management of the company and its perimeter companies and for the legal support for the company's operational activities) and is responsible for the general secretariat of the company.

Functioning

The management board meets at least once a month, convened by the chairman, who may call a meeting at his own initiative or at the request of at least two members of the management board.

Any member may submit a request to the chairman to put an item on the agenda.

The management board will approve the agenda at the beginning of each meeting.

In principle, the meetings of the management board are held behind closed doors.

The management board can only deliberate validly if at least half of its members are present or represented.

The management board deliberates on the basis of files containing all the information necessary to take the decisions, copies of which are distributed to each member prior to the meeting.

The decisions of the management board are taken by a simple majority of the votes cast.

In accordance with article 13 of the articles of association of the company and the RREC Act, the supervisory board entrusts the de facto management of the company to the members of the management board. The rules governing the composition and functioning of the management board are described in greater detail in the company's Internal regulations of the management board, which can be consulted at www.intervest.eu.

Composition

The management board is composed of at least three natural persons who are appointed by the supervisory board as members of the management board at the proposal of the appointment and remuneration committee. The members of the management board may not be members of the supervisory board.

All members must at all times possess the professional reliability and appropriate expertise required for the performance of their duties, as stipulated in the RREC Act.

The members of the management board are regarded as de facto leaders of the company in accordance with the RREC Act. The members are appointed by the supervisory board for an indefinite period.

The supervisory board chooses a chairman ("ceo") from among the members of the management board who chairs all the management board meetings.

In 2021, the management board was composed of:

  • 〉 Gunther Gielen, chief executive officer, chairman of the management board (mandate started as at 1 February 2020)
  • 〉 Vincent Macharis, chief financial officer (mandate started as at 10 March 2021)1
  • 〉 Joël Gorsele, chief investment officer (mandate started as at 1 January 2021)2
  • 〉 Kevin De Greef, general counsel & secretary general
  • (mandate started as at 31 August 2020)3 〉 Inge Tas, chief financial officer
  • (mandate started in 2006, ended on 12 February 2021)4

  • 1 See press release dated 11 February 2021: "Intervest appoints new chief financial officer".

  • 2 See press release dated 9 November 2020: "Intervest appoints new chief investment officer".

3 See press release dated 7 September 2020: "Intervest Offices & Warehouses welcomes new members to the supervisory board and management board".

4 See press release dated 29 September 2020: "Intervest Offices & Warehouses and Inge Tas, chief financial officer, are ending their cooperation".

GUNTHER GIELEN

Chief executive officer, chairman of the management board

Gunther Gielen has been chief executive officer, chairman of the management board of Intervest since February 2020.

Professional career

Gunther Gielen, who was born in 1973, obtained a business engineering degree at the KU Leuven, followed by a Master of Finance at the University of Antwerp. From 1997 to 1999 he was an analyst of advanced financial products and derivatives at Bacob. From 1999 to 2002 he was an equity analyst at Artesia Banking Corporation. From 2002 to 2006 he was senior risk manager of equities and real estate at Dexia Bank and from 2006 to 2010 he was principal risk manager of ALM equities and real estate. From 2010 to 2013 he was head of the expertise centre risk management equities and real estate at Dexia conso (later Belfius conso). From 2013 to 2014 he was head of portfolio management at Belfius Insurance Invest nv. From May 2014 until January 2020, he has held the position of managing director of Belfius Insurance Invest nv.

Current mandates

Chairman of the board of directors of Genk Green Logistics (IGGV) and director of various other subsidiaries of Intervest.

Previous mandates during the last 5 years

Member of the board of directors of Intervest (listed), chairman of the management committee and member of the board of directors of Capline nv, member of the board of directors of Technical Property Fund 2 SPPICAV, member of the board of directors of Coquelets SA, member of² the board of directors of Legros-Renier Les Amarantes Seigneurie de Loverval SA, member of the board of directors of LFB SA, managing director of Immo Malvoz sprl, member of the board of directors of Immo Zeedrift nv, member of the board of directors of L'Economie Populaire scrl, member of the board of directors of ImmoActivity SA, member of the board of directors of Interfinance cvba, manager of Offico Immo bvba, member of the board of directors of De Haan Vakantiehuizen nv and of SunParks De Haan nv and managing director of Immo Trèfles sprl.

Number of shares held at the end of 2021

VINCENT MACHARIS

Chief financial officer, member of the management board

Vincent Macharis, chief financial officer of Intervest since March 2021.

Professional career

Vincent Macharis, born in 1972, obtained a master's degree in economic sciences from Ghent University in 1995. During his career, he completed his training with a degree in general management from INSEAD Business School (Fontainebleau and Singapore) in 2017 and, in 2018, with the digital strategy programme of Vlerick Business School, Ghent. He has been active in various industries and companies in the field of finance and administration both in listed and non-listed companies, a.o. in real estate.

Current mandates

N/A

Previous mandates during the last 5 years

N/A

JOËL GORSELE

Chief investment officer, member of the management board

KEVIN DE GREEF

General counsel & secretary general, member of the management board

Joël Gorsele has been chief investment officer of Intervest since January 2021.

Professional career

Joël Gorsele, born in 1982, obtained a master's degree in business economics from KU Leuven (Brussels Campus) and subsequently a master's degree in real estate management (MRE) from the Antwerp Management School. Prior to his appointment at Intervest, he worked as an investment manager at Redevco Fund management in the London office and held several Pan-European mandates there. During that time, he attended the real estate programme at Oxford University's Saïd Business School. He advanced from Redevco Belgium and previous to that he worked at Petercam (currently Degroof Petercam), Deloitte Real Estate and, prior to that, Deloitte audit. From 2008 to 2015, he was also a director at the Real Estate Society (RES VZW - MRE alumni), the last five years of which he was the treasurer.

Current mandates

N/A

Previous mandates during the last 5 years

N/A

Kevin De Greef has been a member of the management board and general counsel & secretary general of Intervest since August 2020.

Professional career

Kevin De Greef, born in 1977, obtained a master's degree in modern history at KU Leuven (2000), supplemented immediately at KU Leuven with a master's degree in business economics (ma-na-ma) (2001) and a master's degree in international relations and conflict management (ma-na-ma) (2002), a part of which, through the Erasmus exchange programme, was at the Institut d'Etudes Poltiques de Paris. As a working student, he subsequently obtained a master's degree in law from VU Brussels (2007). In 2012 he completed the postgraduate degree in real estate science at KU Leuven.

In 2003, Kevin started his career in the office of bailiff Vandenbosch in Halle. From 2007 he was active as a lawyer in the Real Estate department at DLA Piper (Brussels office) where he focused on the real estate sector with a particular attention for corporate real estate transactions, the provision of real estate in general, capital market transactions and all aspects related to the Belgian REITs (the former real estate investment funds and regulated real estate companies). Finally, in September 2017, Kevin joined Intervest as legal counsel.

Current mandates

Director of various subsidiaries of Intervest.

Previous mandates during the last 5 years

N/A

Evaluation

It is the task of the management board to prepare the necessary information for and present it to the supervisory board so that the latter, in its turn, can inform the shareholders appropriately.

In this evaluation process, the supervisory board will:

  • 〉 assess how the management board functions and is led
  • 〉 verify whether the major subjects are thoroughly prepared and discussed
  • 〉 assess the actual contribution and involvement of each member of the management board in the discussions and decision-making and
  • 〉 evaluate the cooperation with the supervisory board.

Appointment procedure

The members of the management board are appointed by the supervisory board for an indefinite period, unless an explicit deviation to this is made by the supervisory board. The mandates of the members of the management board are revocable ad nutum.

The appointments process is led by the appointment and remuneration committee, which recommends suitable candidates to the supervisory board. The appointment and remuneration committee takes the initiative in drawing up the selection criteria and the competency profile.

The choice of members is determined on the basis of complementarity in terms of competence, experience, knowledge and behavioural competences such as integrity, absence of conflict of interest, judgement, problem analysis, vision, knowledge and experience (from different sectors and perspectives). A candidate must satisfy the objective criteria and the requirements of the RREC ACT and the RREC Royal Decree.

The appointment of a new member of the supervisory board must also be approved by the FSMA in accordance with the RREC Act.

Committees of the supervisory board

The supervisory board is assisted by three committees which are composed of members of the company's supervisory board: the audit and risk committee, the appointment and remuneration committee and the investment committee.

Audit and risk committee

Composition

The audit and risk committee is an advisory sub-committee of the supervisory board, composed of at least three members of the supervisory board. At least one member of the audit and risk committee is an independent member of the supervisory board. These independent members of the supervisory board must satisfy the nine independence criteria of article 7:87 §1 of the CAC and article 3.5 of Code 2020. Members of the management board cannot be members of the audit and risk committee.

The members of the audit and risk committee are appointed and may be dismissed by the supervisory board at all times. The duration of a mandate of a member of the audit and risk committee will not exceed the duration of his or her mandate as member of the supervisory board.

The chairman of the audit and risk committee is appointed by the members of the committee.

The members of the audit and risk committee must be competent. The independent member of the committee must have individual expertise in accounting and/or auditing. Furthermore, the audit and risk committee must be collectively competent. This on two levels: in the field of Intervest's activities and in the field of accounting and audits. Evidence of this collective and individual expertise must be shown in the Annual Report of the management entity.

The members of the audit and risk committee in 2021 are:

  • 〉 Marleen Willekens (chair, attendance: 6/6)
  • 〉 Jacqueline Heeren de Rijk (attendance: 6/6)
  • 〉 Marco Miserez (attendance: 5/6)
  • 〉 Ann Smolders (attendance 3/3)1

The duration of their appointment to the audit and risk committee is not specified but coincides with the period as member of the supervisory board.

Functioning

The audit and risk committee meets at least four times per year prior to the meeting of the supervisory board. The committee reports regularly to the supervisory board about the exercise of its tasks, and, in any event, when the supervisory board prepares the annual accounts, the consolidated annual accounts and, where appropriate, the condensed set of financial statements intended for publication.

All meetings of the audit and risk committee are attended by the ceo and the cfo. The chairman of the audit and risk committee prepares the agenda

1 By decision of the supervisory board, Ann Smolders joined the audit and risk committee with effect from 6 May 2021.

for each meeting of the audit and risk committee in deliberation with the cfo. The management board is obliged to provide all the necessary information.

The management board or one of its members may ask the chairman of the audit and risk committee to put an item on the committee's agenda.

The decisions and recommendations of the audit and risk committee are made on the basis of majority vote. In the event of a tie, the Chairman has the casting vote.

The secretary of the committee is the company secretary. The secretary is also responsible for the secretariat of the audit and risk committee and for compiling the minutes of its meetings. These contain the various positions formulated during the meeting and the final position adopted by the committee.

The audit and risk committee evaluates its own internal functioning and composition annually and reports on this to the supervisory board.

Tasks

The audit and risk committee assists the supervisory board in the exercise of its supervisory and auditing responsibilities and makes recommendations regarding the following:

  • 〉 supervision of the internal control (risk management and compliance)
  • 〉 examination and assessment of the internal audit
  • 〉 assessment and monitoring of the external audit
  • 〉 monitoring of the financial reporting 〉 monitoring of the legal provisions and administrative procedures.

The audit and risk committee met six times in 2021. The main points addressed by the committee in 2021 are:

  • 〉 discussion of the quarterly, half-yearly and annual figures
  • 〉 analysis of the annual accounts and statutory reports
  • 〉 discussion of the budgets
  • 〉 monitoring of the statutory audit of the annual accounts (and consolidated annual accounts) and the analysis of the statutory auditor's recommendations
  • 〉 analysis of the efficiency of the internal control mechanisms and the risk management of the company
  • 〉 monitoring of the internal audit.

The committee reports its findings and recommendations directly to the supervisory board.

Appointment and remuneration committee

The company has decided to combine the appointment and remuneration committee on the basis of principle 4.20 of Code 2020.

Composition

The appointment and remuneration committee is composed of at least three members of the supervisory board. All its members must be members of the supervisory board, a majority of which are independent members of the supervisory board.

The chairman of the appointment and remuneration committee is either the chairman of the supervisory board or another member of the supervisory board.

The members of the appointment and remuneration committee are appointed and may be dismissed at any time by the supervisory board. The duration of a mandate of a member of the appointment and remuneration committee may not exceed the duration of the mandate as member of the supervisory board.

The members of the appointment and remuneration committee in 2021 were:

  • 〉 Johan Buijs (chairman, attendance: 5/5)
  • 〉 Marleen Willekens (attendance: 5/5)
  • 〉 Jacqueline Heeren de Rijk (attendance: 4/4)2
  • 〉 Ann Smolders (attendance: 0/0)3

Functioning

The appointment and remuneration committee meets whenever it deems this necessary to fulfil its tasks properly and at least twice per year. In principle, meetings of the appointment and remuneration committee are convened by the chairman of the appointment and remuneration committee. However, any member of the appointment and remuneration committee may request that a meeting be convened.

The attendance quorum for a meeting is met if at least two of the members attend such meeting.

Decisions are taken by the members of the committee by a majority of the votes cast. The committee may invite other people to attend its meetings. No member of the supervisory board or the management board attends meetings of the appointment and remuneration committee at which his/ her own remuneration is discussed and no member of the supervisory board or management board may be involved in a decision regarding his/her own remuneration.

  • 2 Jacqueline Heeren de Rijk was appointed to the appointment and remuneration committee until 5 May 2021. 3 By decision of the supervisory board, Ann Smolders joined the nomination and remuneration committee with effect
  • from 6 May 2021.

The appointment and remuneration committee reviews its own functioning and effectiveness at least every two or three years. It reports on its evaluation to the supervisory board and, where appropriate, submits proposals for changes.

Tasks

The appointment and remuneration committee makes recommendations regarding the appointment and remuneration of members of the supervisory board and the management board, including the chairman and the ceo.

In particular, the appointment and remuneration committee makes proposals to the supervisory board regarding the remuneration policy for members of the supervisory board and the management board, the annual evaluation of the management board's performance and the realisation of the corporate strategy on the basis of agreed performance criteria and objectives.

The appointment and remuneration committee leads the appointment or reappointment process of the members of the supervisory board and the members of the management board.

The appointment and remuneration committee met 5 times in 2021. The main points addressed by the committee in 2021 are:

  • 〉 recommendations regarding appointments and remuneration of the members of the supervisory board
  • 〉 advice and monitoring of the remuneration policy 〉 presentation of the individual remuneration of
  • the members of the management board 〉 recommendations regarding the selection, appointment and remuneration of a new member

Investment committee

of the management board

Composition

The investment committee is composed of at least two members of the supervisory board. At least one member of the investment committee is an independent member of the supervisory board.

The chairman of the investment committee is appointed by and from among the members of the investment committee.

The members of the investment committee in 2021 were:

  • 〉 Johan Buijs (chairman, attendance: 9/9)
  • 〉 Jacqueline Heeren de Rijk (attendance: 8/9)
  • 〉 Marco Miserez (attendance: 8/9)
  • 〉 Marc Peeters (attendance: 2/4)1

Functioning

The investment committee meets as often as necessary for it to function effectively, and at least once per quarter.

In principle, meetings of the investment committee are convened by the chairman of the investment committee. However, any member of the investment committee may request that a meeting be convened.

Members of the management board (who are not members of the committee) will always be invited to attend committee meetings to provide relevant information and insights relating to their responsibility.

Decisions are taken by the members of the committee by a majority of the votes cast.

After each committee meeting and, where appropriate, via the secretary, the supervisory board receives a report on the findings and recommendations discussed, as well as verbal feedback on them at the next supervisory board meeting.

The performance of (i) the members and (ii) the functioning of the investment committee is evaluated permanently, (i) on the one hand by the members themselves and (ii) on the other hand, by the entire supervisory board.

Following the evaluation, the investment committee makes recommendations to the supervisory board regarding any changes.

Tasks

The supervisory board has established an investment committee with a view to obtaining professional advice on investment files.

The investment committee prepares the investment and divestment files for the supervisory board and advises the supervisory board and the management board about the acquisition and disposal of real estate and/or acquisitions of real estate companies.

The investment committee met nine times in the year 2021.

1 Marc Peeters was co-opted as a member of the supervisory board as from 1 August 2021.

3 Diversity policy

Diversity in all its aspects (culture, gender, language, professional experience, etc.), equal opportunities and respect for human capital and human rights are inherent to Intervest's corporate culture. The company is convinced that these values contribute to balanced interactions, enriched vision and reflection, to innovation and an optimal work environment.

When composing the supervisory board and the management board, the aim is to achieve complementarity with regard to skills, knowledge, experience and diversity in terms of education, knowledge, gender, age, experience, nationality, etc.

This translates into a balanced composition of the supervisory board with regard to skills, knowledge and experience. The members of the management board also form a balanced team, each having the required professional integrity and appropriate expertise. This is clearly shown in the curriculum vitae of each of the members, which is presented in the corporate governance statement.

Moreover, the composition of a supervisory board consisting of three women and three men also complies with the legal provisions concerning gender diversity (articles 7:86 and 7:106 CAC).

Furthermore, the Intervest code of conduct underlines the importance of these values to all employees and can be viewed on www.intervest.eu. The way in which Intervest deals with all its stakeholders has a solid foundation, which is illustrated by the following important values: "professional and entrepreneurial", "passionate and enthusiastic", "honest and respectful" and "together and as a team".

4 Remuneration report

4.1 Introduction

2021: important milestones in growth strategy #connect2022 achieved through strategic leasings and sustainable value creation:

  • 〉 EPRA earnings per share amount to € 1,74 for 2021, an increase of 9% compared to 2020
  • 〉 Organic growth1 in rental income of 4% compared to 2020
  • 〉 An increase in the occupancy rate:
    • › Of the total real estate portfolio by 1% to 94%
    • › Of the logistics portfolio by 4% to 100%
  • 〉 An increase in the fair value of investment properties of € 191 million or 19% compared to yearend 2020

In this remuneration report for performance year 2021, after having received proposals from the appointment and remuneration committee and in accordance with Article 3:6 §3 of the Belgian CAC, the supervisory board of Intervest reports on the remuneration of and the application of the remuneration policy to the individual members of the supervisory board and of the management board. The actual performance of the members of the management board in relation to the set objectives is also shown. This report covers the period from 1 January 2021 until 31 December 2021.

This remuneration report forms a specific part of the Intervest Corporate governance statement and will be submitted for approval to the general meeting of shareholders that takes place as at 27 April 2022.

At last year's general meeting of shareholders, 69% of the present votes approved the 2020 remuneration report. Intervest is committed to an open and transparent dialogue with its shareholders with regard to the remuneration as well as with regard to other governance matters and has included the feedback in the preparation of this remuneration report for 2021.

For the 2022 performance year, Intervest does not expect any significant changes to the provisions of the remunerations for its supervisory board members and management board members.

In 2022, the appointment and remuneration committee will examine the establishment of the long-term variable remuneration of board members for the new three-year reference period that will run from 1 January 2023 to 31 December 2025.

1 This concerns the rental income growth of the existing portfolio, including the delivered and leased projects, excluding the acquisitions.

4.2 Application of the remuneration policy in 2021

The remuneration policy2 of Intervest was approved by the supervisory board meeting that took place as at 11 February 2021 and was adopted and approved by the annual general meeting of shareholders as at 28 April 2021 with a majority of 68% of the votes present. This policy applies as from 1 January 2020.

The Intervest remuneration policy can be consulted on the Intervest website.

Members of the supervisory board

According to the policy conditions, the members of the supervisory board receive a fixed annual remuneration and attendance fees granted per attended meeting, while members of the committees receive only attendance fees per attended meeting. The number of attended meetings for which fees are paid per supervisory board member is limited per year and per committee. The remuneration of the supervisory board members was approved by the general meeting of shareholders as at 29 April 2020 and is made up as follows.

Supervisory board Committees
Chairman
Member
Chairman or member
Audit and
risk
committee
Appointment
and remuner
ation
committee
Investment
committee
Fixed remuneration (in €) 40.000 30.000 N/A N/A N/A
Attendance fee (in €) 1.000 1.000 1.000 1.000 1.000
Maximum attendance fees
(in €)
8.000 8.000 5.000 4.000 10.000

No employment contract whatsoever has been concluded with the members of the supervisory board, nor is any severance pay regulation in force. The remuneration of the members has no direct or indirect link with the transactions carried out by the company. The members of the supervisory board do not receive any performance-related remuneration such as bonuses, long term incentives, benefits in kind or pension provisions. Specific remuneration may be awarded to the members of the supervisory board in the event of special assignments imposed by the board.

2 The remuneration policy was drawn up in accordance with the Belgian Companies and Associations Code (CAC), the law of 12 May 2014 on Regulated Real Estate Companies and the recommendations of the Belgian Corporate Governance Code.

Members of the management board

In line with the remuneration policy, the total remuneration of the members of the management board is made up of the following elements.

ELEMENT - Basic remuneration
Functioning and
performance
criteria
Individual roles, responsibilities and skills are taken into account when determining the level of
the remuneration.
ELEMENT - Risk provisions and benefits of all kinds
Functioning and
performance
criteria
Most members of the management board are eligible for the receipt of risk provisions and
benefits of all kinds in accordance with the Intervest remuneration policy, which predominantly
consist of a company car and company manager insurance. The company manager insurance can

be divided between death, pension and disability.

ELEMENT - Short-term variable remuneration
Functioning One year variable
BONUS (IN €)
Threshold performance Maximum performance
ceo 0 175.000
cfo 0 95.000
cio 0 95.000
sgc 0 70.000
The short-term variable remuneration will be determined and evaluated annually by the supervi
sory board, after the recommendation of the appointment and remuneration committee.
Performance
criteria

The short-term variable remuneration is linked to:
ments and one-off termination compensation received.
for the positions in question.
SHORT-TERM VARIABLE
REMUNERATION
Collective criteria
Individual criteria
collective performance criteria that are quantitative and company-specific: the operating
result before result on portfolio, the EPRA EPS, the occupancy rate, outstanding trade receiv
ables and budgeted rental income from rental transactions; the calculations of the operating
result and the EPRA are adjusted with the income and costs related to acquisitions, divest
individual performance criteria that are non-financially driven; for the ceo, these individual
criteria relate to the corporate strategy, organisation, governance and corporate culture
whereas, for the other members of the management board, they relate to specific objectives
30%
70%
ELEMENT - Long-term variable remuneration
Functioning The long-term variable remuneration is granted every three years and determined by the super
visory board, following the advice of the appointment and remuneration committee. Members of
the management board who were newly placed in the course of the reference period receive a
pro rata remuneration.
Period 2020
- 2022
Remuneration
with threshold
performance
MAXIMUM LONG-TERM BONUS (IN €)
With full period in position Pro rata depending on period
new in position
ceo 0 525.000 525.000
cfo 0 285.000 190.000
cio 0 285.000 190.000
sgc 0 210.000 140.000
mance criteria (both financial and non-financial):
collective performance criteria linked to the growth strategy #connect20221 based on four

closely linked pillars: value creation, sustainability, customer focus and Team Intervest
Value creation
Sus
tain
abili
ty
#connect
2022
#Te
Customer focus
amI
nte
rves
t
VALUE CREATION SUSTAINABILITY

portfolio


years
30% growth in fair value of real estate
10% growth EPRA earnings per share
Increase in average rental period: > 5
Extend the duration of debts

able sources

photovoltaic installations

smart meters

least as BREEAM 'Very Good'
100% electricity consumption from sustain
80% logistics real estate equipped with
80% of real estate portfolio equipped with
30% of the real estate portfolio certified at
#TEAMINTERVEST CUSTOMER FOCUS

among its employees

employees
The pursuit of sustainable motivation
Attracting and retaining professional

number of years as a tenant

loyalty
Improve customer loyalty by increasing total
Start to measure the NPS (Net Promoter
Score), an indication of satisfaction and

1 See press release dated 18 June 2020: "Intervest Offices & Warehouses presents strategy #connect2022".

Performance collective performance criterion linked to the long-term shareholder value creation of
criteria Intervest:
I.
This performance criterion will be assigned according to the relative TSR (Total Share
Return) performance. The relative TSR performance will be determined over a period
of three years based on the ranking of performance of Intervest within the peer group.
The TSR will be measured both at the beginning and at the end of the period on the
basis of an average over the last 20 trading days.
II.
The composition of the TSR peer group reflects the market in which Intervest is
competitive with regard to investors in its share. On the one hand, the company profile
is looked at (industry, geographical focus and size) and on the other hand the risk
profile/behaviour of the share (volatility of the share price, dividend yield, correlation of
the share with other shares).
TSR PEER GROUP INTERVEST
Alstria AG

NSI nv

Cofinimmo nv

Befimmo nv

WDP nv

Montea nv
LONG-TERM VARIABLE
REMUNERATION LINKED TO
50%
50%
#connect2022-strategy
Long-term shareholder value
creation
ELEMENT - Severance payment
Functioning
ELEMENT - Pension
Functioning Intervest provides competitive remuneration with regard to pension. If offered, this will be done
in line with competitive market practices and on the basis of a system of fixed contributions.
Formal policy lines determine the representative value of such pension provisions.
ELEMENT - Contract
Functioning The members of the management board are appointed for an indefinite period.
ELEMENT - Recovery rights (clawback)
Functioning This clawback mechanism allows Intervest to reclaim a variable remuneration in whole or in part
from the beneficiary up to one year after it has been paid out if, during that period, it appears
that the payment was made on the basis of incorrect information regarding the achievement of
the performance targets underlying the variable remuneration or regarding the circumstances on
which the variable remuneration was dependent and that, moreover, if such incorrect information
is due to fraud on the part of the beneficiary.
ELEMENT - Minimum threshold shares
Functioning Intervest deviates from principle 7.9 of Code 2020 by not recommending to the members of the
management board that they hold a minimum threshold of shares in Intervest. The company is of
the opinion that a sufficient link is already established with the long-term interests by means of
the underlying performance criteria for variable remuneration.
The context in this regard is explained in detail in the corporate governance statement in the
annual report.
However, the members of the management board do have the possibility of individually acquiring
shares of the company, on condition that they comply with the rules regarding transactions for
their own account in shares or other debt instruments of the company or derivatives or other
financial instruments associated with them.

4.3 Remuneration of the members of the supervisory board - 2021

The total amount of remuneration for 2021 received by the members of the supervisory board is in line with Intervest's remuneration policy.

The table below shows the total individual remuneration of the supervisory board members for 2021.

Name position Fixed
remuneration
(in €)
Total
remuneration
Supervisory
board
Audit and risk
committee
Appointment
and remunera
tion committee
Investment
committee
(in €)
Ann Smolders**
independent,
Chairwoman supervi
sory board
27.178 5.000 3.000 N/A N/A 35.178
Johan Buijs
non-independent
30.000 8.000 N/A 4.000 9.000 51.000
Jacqueline Heeren –
de Rijk independent
30.000 8.000 5.000 4.000 8.000 55.000
Marco Miserez
non-independent
30.000 8.000 5.000 N/A 8.000 51.000
Marc Peeters ***
independent
12.500 2.000 N/A N/A 2.000 16.500
Marleen Willekens
independent
30.000 8.000 5.000 4.000 N/A 47.000
TOTAL 159.678 39.000 18.000 12.000 27.000 255.678

* Due to the exceptional economic situation arising from the corona crisis and the measures imposed by the government that recommended working from home and holding virtual meetings as much as possible, just as in 2020, in addition to the physical meetings a number of virtual meetings of the Supervisory Board and its committees took place in 2021. Consequently, by way of exception, virtual meetings were also taken into account in 2021 when determining the number of meetings for which attendance fees were to be paid.

** By decision of the supervisory board, Ann Smolders was appointed as chairwoman of the supervisory board as of 6 May 2021.

** By decision of the supervisory board, Marc Peeters was co-opted as a member of the supervisory board as from 1 August 2021. His definitive appointment will be proposed at the general meeting of shareholders as at 27 April 2022.

The remuneration of the members of the supervisory board with regard to financial year 2021 will be paid out after the general meeting of shareholders to be held in 2022. The members of the supervisory board do not own any shares of the company, nor have any options on shares of the company been granted to the members of the supervisory board.

No specific remunerations were granted in 2021.

4.4 Remuneration of the members of the management board - 2021

Total remuneration

The supervisory board, at the proposal of the appointment and remuneration committee, determined the remuneration for 2021 for the members of the management board, in accordance with the remuneration policy.

An overview of the total individual remuneration of the members of the management board is shown in the table below.

Name
position
Fixed remuneration (in €) Variable remunera
tion (in €)
Pension
provision
(in €)
Other
remuner
ations
(in €)
Total
remunera
tion(in €)
Ratio of
fixed and
variable
remunera
tion ***
Basic
remunera
tion
Risk provi
sions and
benefits of
all kinds
Short
term
Long
term
Gunther Gielen
ceo
304.230 20.000 130.000 N/A 55.791 N/A 510.021 25% - 75%
Vincent Macharis*
cfo
173.965 12.300 80.000 N/A 23.182 N/A 289.447 28% - 72%
Joël Gorsele
cio
215.000 15.200 80.000 N/A 30.920 N/A 341.120 23% - 77%
Kevin De Greef
sgc
226.697 N/A 60.000 N/A N/A N/A 286.697 21% - 79%
Inge Tas *** 30.516 1.697 N/A N/A N/A N/A 32.213 N/A

* Vincent Macharis has been cfo since 10 March 2021.

** Inge Tas was cfo until 11 February 2021. The severance fee was already processed in 2020.

*** Since the reference period (2020 – 2022) for the long-term variable remuneration is still ongoing, this is not taken into account in the ratio of fixed and variable remuneration.

Fixed remuneration - 2021

Basic remuneration + Risk provisions and benefits of all kinds

FIXED REMUNERATION

Basic remuneration

The table below shows the basic remuneration for 2021 per member of the management board.

This basic remuneration was not revised in 2021.

Name position Basic fees 2021
Gunther Gielen ceo 304.230
Vincent Macharis * cfo 173.965
Joël Gorsele cio 215.000
Kevin De Greef sgc 226.697
Inge Tas *** 30.516

* Vincent Macharis has been cfo since 10 March 2021. ** Inge Tas was cfo until 11 February 2021.

Risk provisions and benefits of all kinds

The amount stated in the column 'Risk provisions and benefits of all kinds' in the total remuneration table for the members of the management board under point 4.4 - Total remuneration of this report, refers to the receipt of risk provisions and benefits of all kinds, which principally include a company car, a mobile phone and company manager insurance. The company manager insurance can be divided between death, pension and disability.

Variable remuneration - 2021

VARIABLE REMUNERATION

Short-term variable remuneration

The achievement of short-term performance targets is measured for the period beginning on 1 January 2021 and ending on 31 December 2021.

The realisation of the collective short-term performance criteria results in the following weighting:

% Weighting % Actual remuneration
Collective performance criteria 70,0% 57,4%
Operating profit before result on portfolio * 17,5% 17,5%
EPRA EPS * 17,5% 17,5%
Occupancy rate office portfolio 8,75% 2,5%
Occupancy rate logistics portfolio 8,75% 7,6%
Outstanding trade receivables 7,5% 7,5%
Budgeted rental income from rental
transactions in office portfolio
5,0% 0,0%
Budgeted rental income from rental
transactions in logistics portfolio
5,0% 4,8%

* excluding income and costs related to acquisitions, divestments and one-off termination indemnities received

The realisation of the collective and individual performance criteria results in the following total short-term variable remuneration per member of the management board paid out in 2022.

Name position % Weighting % Actual remunera
tion weighting
Actual compensation
(in €)
Gunther Gielen ceo Collective performance criteria 70% 57,4% 100.488
Individual performance criteria 30% 16,9% 29.512
TOTAL 100% 74,3% 130.000
Vincent Macharis cfo Collective performance criteria 70% 57,4% 54.551
Individual performance criteria 30% 26,8% 25.449
TOTAL 100% 84,2% 80.000
Joël Gorsele cio Collective performance criteria 70% 57,4% 54.551
Individual performance criteria 30% 26,8% 25.449
TOTAL 100% 84,2% 80.000
Kevin De Greef sgc Collective performance criteria 70% 57,4% 40.195
Individual performance criteria 30% 28,3% 19.805
TOTAL 100% 85,7% 60.000

Long-term variable remuneration

The three-year reference period 2020 to 2022 for the long-term variable remuneration is still ongoing. No payment was made for this in 2021.

Severance payments

In 2020, the end of the mandate of Inge Tas as cfo was announced with effect as from 12 February 2021. The severance payment in this context was already included in the 2020 remuneration report.

Furthermore, there was no departure of a member of the management board in 2021.

Pension

The table below shows the pension costs for 2021 per member of the management board.

Name position Pension costs 2021
Gunther Gielen ceo 55.791
Vincent Macharis * cfo 23.182
Joël Gorsele cio 30.920
Kevin De Greef sgc N/A

* Vincent Macharis has been cfo since 10 March 2021.

Use of recovery rights

In 2021, no use was made of the contractually provided clawback mechanism in the agreements with the members of the management board.

4.5 Deviations from the remuneration policy

In the implementation of the remuneration policy in 2021, no deviations were made from the procedures provided for therein, nor were deviations permitted as referred to in Article 7:89/1, §5 CAC.

4.6 Annual variation in the remuneration and the performance of Intervest

2017 2018 2019 2020 2021
Total remuneration of the members of the supervisory board
(in €)
125.000 125.000 125.000 222.500 255.678
Change from previous reported year (in €) 0 0 97.500 33.178
Change from previous reported year (in %) 0% 0% 78%1 15% 2
Total remuneration for the ceo Gunther Gielen3 (in €) N/A N/A N/A 434.583 510.021
Change from previous reported year (in €) 75.438
Change from previous reported year (in %) 17%3
Total remuneration for the cfo Vincent Macharis4 (in €) N/A N/A N/A N/A 289.447
Change from previous reported year (in €) N/A
Change from previous reported year (in %) N/A
Total remuneration for the cio Joël Gorsele5 (in €) N/A N/A N/A N/A 341.120
Change from previous reported year (in €) N/A
Change from previous reported year (in %) N/A
Total remuneration for the sgc Kevin De Greef 6 (in €) N/A N/A N/A 120.000 286.697
Change from previous reported year (in €) 166.697
Change from previous reported year (in %) 139%6
Average total compensation of employees based on full-time 2% 6% 7% 5%
equivalents – change from previous reported year (in %)
PERFORMANCE OF INTERVEST
Fair value of investment properties (in thousands €) 662.539 866.504 892.813 1.017.958 1.208.944
Change from previous reported year (in %) 31% 3% 14% 19%
EPRA earnings per share (in €) 1,58 1,63 1,687 1,60 1,74
Change from previous reported year (in %) 3% 3% -5% 9%
Gross dividend per share (in €) 1,40 1,40 1,53 1,53 1,53
Change from previous reported year (in %) 0% 9% 0% 0%

For the members of the supervisory board and the management board, the variation is calculated as from the start of their appointment. The ratio between the highest remuneration and the lowest remuneration of employees or members of the management board, expressed as full-time equivalent, is 1/13.

1 At the annual general meeting as at 29 April 2020, the adjustment of the remunerations for the supervisory board and committees was approved. This adjustment will include, firstly, an annual fixed payment, and, secondly, attendance fees for every physical meeting attended. The composition of the supervisory board has also changed during the course of 2020 compared to 2019.

  • 2 The composition of the supervisory board changed in 2020 and 2021. Marco Miserez joined the supervisory board as at 30 July 2020 and Jean-Pierre Blumberg was chairman of the supervisory board until his death as at 4 October 2020. Two new members joined in 2021, Ann Smolders as at 28 April 2021 and Marc Peeters co-opted as at 1 August 2021. Ann Smolders was appointed chairwoman of the supervisory board as from 6 May 2021. The new members receive a pro rata fixed remuneration and attendance fees per attended meeting as from their accession to the supervisory board. More information on the composition of the supervisory board in 2021 can be found under 'Remuneration of the members of the supervisory board - 2021' in this report.
  • 3 Gunther Gielen has been ceo since 1 February 2020.

4 Vincent Macharis has been cfo since 10 March 2021.

5 Joël Gorsele has been cio since 1 January 2021.

7 Excluding the one-off termination indemnity received from tenant Medtronic in 2019.

6 Kevin De Greef has been sgc since 31 August 2020.

5 Conflicts of interest and other regulations

With regard to the prevention of conflicts of interest, Intervest is simultaneously subject to:

  • 〉 the relevant legal provisions applicable to all listed companies, as provided for in articles 7:96, 7:97 of the CAC
  • 〉 a specific system provided for in article 37 of the Act of 12 May 2014 concerning regulated real estate companies, which specifically provides for the obligation to notify the FSMA in advance of certain transactions by persons referred to in those provisions, which must be carried out at normal market conditions and must be disclosed to the public
  • 〉 and the rules set out for that purpose in its articles of association and its Corporate Governance Charter.

Conflicts of interest with regard to members of the supervisory board and members of the management board

Principles

Any form and appearance of a conflict of interest between the company and the members of the supervisory board and the management board is avoided.

Decisions to enter into transactions involving conflicts of interest of the members of the supervisory board and of the management board that are of patrimonial interest for the company and/or to the members of the supervisory board and of the management board, require the approval of the supervisory board.

A "conflict of interest" exists in any event when the company intends to enter into a transaction with a legal entity:

    1. in which a member of the supervisory board and/ or of the management board of the company personally has a patrimonial interest
    1. of which a board member has a family law relationship with a member of the supervisory board and/or of the management board of the company or
    1. where a member of the supervisory board and/ or of the management board of the company performs a managerial or supervisory function.

A member of the supervisory board and/or the management board shall not do any of the following:

    1. compete with the company
    1. demand or accept any (substantial) donations from the company for himself or herself, for his or her spouse, registered partner or another life companion, foster child or relative by blood or by marriage up to the second degree
    1. provide illegitimate advantages to third parties at the expense of the company and
    1. take advantage of business opportunities to which the company is entitled for himself or herself or for his or her spouse, registered partner or other life companion, foster child or relative by blood or by marriage up to the second degree.

Procedure as described in articles 7:115 and 7:117 of the CAC

A member of the supervisory board immediately reports a (possibly potential) conflict of interest that is of patrimonial interest for the company and/ or for the member in question to the chairman and the other members of the supervisory board and provides all relevant information in this regard, including information relevant to the situation regarding his spouse, registered partner or other life companion, foster child and blood relatives and relatives by marriage up to the second degree.

If it appears that one of the members of the management board has a direct or indirect financial interest that is in conflict with the interests of the company, the management board will refer such decision to the supervisory board.

Where appropriate, the supervisory board decides, without the presence of the supervisory board member or the management board member concerned, whether there is a conflict of interest. The member of the supervisory board or management board shall not participate in any discussion or decision-making that concerns a subject or transaction in which he has a conflict of interest. The statement and explanation of the member of the supervisory board or the management board involved regarding the nature of such conflict of interest are included in the minutes of the meeting of the supervisory board which needs to take the decision.

In this regard, articles 7:115 and 7:117 of the CAC must also be observed and, in accordance with these articles, such transactions must also be published in the company's Annual Report, and include a statement of the conflict of interest and the declaration that the relevant provisions have been observed. The statutory auditor must also include a separate description of the financial consequences of the decision for the company in his report on the audit of the annual accounts.

Procedure as set out in articles 36, 37 and 38 of the RREC Act (see also Functional conflicts of interest)

In the event of a conflict of interest, the FSMA must also be notified in advance in certain cases.

In 2021

This procedure did not need to be applied in 2021.

Conflicts of interest regarding transactions with the major shareholder and with affiliated companies

The company must also comply with the procedure of articles 7:116 and 7:117, §2 of the CAC if it makes a decision or carries out a transaction related to:

  • a. Intervest's relations with an affiliated party, with the exception of its perimeter companies and
  • b. an Intervest subsidiary in which the natural or legal person who has ultimate control over Intervest directly or indirectly holds a participation through natural or legal entities other than Intervest, which represents at least 25% of the capital of the subsidiary concerned or, in the event of profit distribution by that subsidiary, provides an entitlement of at least 25% thereof.

Decisions or transactions on such matters must be subjected in advance to the assessment of a committee of three independent members of the supervisory board, who will be assisted as deemed necessary by one or more independent experts appointed by the committee and approved by the company. The written reasoned advice of the committee (stating the information as set out in 7:116, §3 of the CAC) is submitted to the supervisory board, which will then deliberate on the proposed decision or transaction. The supervisory board indicates in its minutes whether the procedure described has been observed and, if so, whether and on what grounds the advice of the committee was not followed. The statutory auditor will give an opinion as to whether or not there are any material inconsistencies in the financial and accounting data reported in the minutes of the supervisory board and in the opinion of the committee with regard to the information available to him in the context of his engagement.

This opinion is attached to the minutes of the supervisory board. Furthermore, the provisions as stated in article 7:116, § 4/1 of the CAC are applied.

In 2021

There have been no such conflicts of interest in 2021.

Functional conflicts of interest

The regulations of articles 37 and 38 of the RREC Act apply to the company. Article 37 of the RREC Act contains a functional conflict of interest provision which stipulates that the company must inform the FSMA whenever certain persons associated with the company (listed in the same article, including, among others, the members of the supervisory board and of the management board, the persons who control the company or are affiliated with it or who have a participation in it, the promoter and the other shareholders of any of the company's subsidiaries) directly or indirectly act as counterparty to, or benefit from, a transaction with the company or one of its subsidiaries. In its notification to the FSMA, the importance of the planned transaction for the company must be shown, as must the fact that the transaction in question fits into its corporate strategy.

Article 38 of the RREC Act defines when the provisions of articles 36 and 37 of the RREC Act do not apply:

  • 〉 to transactions involving a sum that is less than the lowest of either 1% of the consolidated assets of the public RREC or € 2.500.000
  • 〉 the acquisition of securities by the public RREC or one of its perimeter companies in the context of a public issue by a third-party issuer, for which a promoter or one of the persons referred to in article 37, §1 acts as intermediary within the meaning of article 2, 10°, of the Act of 2 August 2002
  • 〉 the acquisition of or subscription to the shares in the public RREC issued as a result of a decision by the general meeting by the persons referred to in Article 37, §1
  • 〉 transactions involving the liquid assets of the public RREC or one of its perimeter companies, provided the person acting as counterparty has the capacity of intermediary within the meaning of article 2, 10°, of the Act of 2 August 2002 and that these transactions are performed under normal market conditions.

Transactions for which there is a functional conflict of interest must be performed under normal market conditions. When such a transaction relates to real estate, the valuation of the property expert is binding as a minimum price (upon disposal by the company or its subsidiaries) or as a maximum price (upon acquisition by the company or its subsidiaries).

Such transactions, as well as the data to be reported, are immediately disclosed to the public. They are explained in the Annual Report and in the auditor's report.

In 2021

There have been no such conflicts of interest in 2021.

Conflicts of interest when a subsidiary of the company provides real estate services to third parties

Pursuant to article 6, 10° of the RREC Act, the company will need to specify a policy regarding the management of conflicts of interest when its subsidiary provides real estate services to third parties (which is currently not the case). This policy must be published in the Annual Report.

In 2021

There have been no such conflicts of interest in 2021.

Other regulations and procedures

Rules to prevent market abuse

Intervest has included the code of conduct relating to financial transactions in the Corporate Governance Charter and in a separate dealing regulation ("Dealing code") that can be viewed at www. intervest.be. This dealing code forms part of the company's Corporate Governance Charter and has been aligned with the applicable legislation and regulations (in particular Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and the resulting European regulations (together the "Market Abuse Regulation"), the Act of 2 August 2002 on supervision of the financial sector and financial services and the Corporate Governance Code 2020).

This dealing code sets out the Company's internal policy regarding the prevention of insider trading and the prevention of market abuse.

Code of conduct

Intervest has drawn up a code of conduct that is applicable to all employees, as well as the members of the management board, the supervisory board, the audit and risk committee, the appointment and remuneration committee and the investment committee. The code of conduct also applies to temporary employees and persons working on a contract basis for Intervest. This code of conduct can be viewed at www.intervest.be.

This code of conduct sets out how Intervest wishes to do business: with honesty, integrity and transparency and in accordance with Intervest's interests, in particular as regards its corporate and financial objectives. The code of conduct forms the basis for all procedures at Intervest. Operational principles, policy lines or procedures must be (or be developed) in line with this code of conduct. The code of conduct helps to guide our behaviour and is intended to serve as a framework, not as a rulebook, because it is impossible to capture every possible situation in the code.

Procedure for reporting irregularities

Intervest has introduced a procedure for reporting irregularities. This procedure protects employees and business partners who report misconduct within the company.

6 Other parties involved

Statutory auditor

The statutory auditor, appointed by the general meeting of shareholders, is Deloitte Bedrijfsrevisoren bv o.v.v.e. CVBA (civil company in the form of a limited liability cooperative) and is represented by Rik Neckebroeck, statutory auditor.

Property experts

The real estate portfolio is evaluated every quarter by three independent experts, namely: Cushman & Wakefield Belgium, CBRE Valuation Services (Belgium) and CBRE Valuation Advisory bv (the Netherlands), each for a part of the real estate portfolio, based on a rotation principle.

Independent control functions

As part of its internal controls, each public RREC must implement internal audit procedures, a risk management policy and an integrity policy. This is supervised by the person responsible for the internal audit function, the risk management function and the compliance function, respectively, in accordance with Article 17, §§3, 4 and 5 of the RREC Act (known jointly as the "independent control functions").

Independent internal audit function

The internal audit can be understood as an independent evaluation function, embedded in the organisation, aimed at examining and evaluating the proper functioning, the effectiveness and the efficiency of the processes and procedures applied by the company in carrying out its activities. The person responsible for the internal audit can provide the various members of the organisation with analyses, recommendations, advice, evaluations and information concerning the activities examined in connection with the execution of their responsibilities.

This internal audit concerns, among other things, the operation, effectiveness and efficiency of processes, procedures and activities relating to:

  • 〉 operational matters: quality and suitability of systems and procedures, organisational structures, policy lines and methods and resources used in relation to objectives
  • 〉 financial matters: reliability of accounting, the financial statements and the financial reporting process, and compliance with applicable (accounting) regulations
  • 〉 management matters: quality of the management function and staff services in the context of the company's objectives
  • 〉 risk management and compliance.

Intervest appointed the external consultancy BDO Risk & Assurance Services at the end of 2021 (represented by Wim Verbelen and Steven Cauwenberghs) as the party responsible for the internal audit, whereby Johan Buijs, member of the supervisory board of Intervest, was appointed on the part of the company for the control on the internal audit function as observed by BDO Risk & Assurance Services and the one who can thus be considered as the person ultimately responsible for the internal audit. The mandate of BDO Risk & Assurance Services as external consultant has a duration of three years.

Independent risk management function

Within the framework of the risk management policy, the company will ensure that the risks to which it is exposed (market risks, operational risks, financial risks and regulatory risks) are assessed, controlled and monitored in an effective manner.

With this in mind, Intervest has charged a person with the risk management function who is responsible, among other things, for preparing, developing, monitoring, updating and implementing the risk management policy and risk management procedures.

As at 31 December 2021, the independent risk management function is observed by Vincent Macharis, member of the management board and cfo. The mandate has an indefinite duration.

Independent compliance function

Rules regarding compliance and integrity are included in the position of the compliance officer. The company has appointed a person as compliance officer, charged with monitoring compliance with the rules on market abuse, as these rules are imposed by, among other things, the Act of 2 August 2002 on the supervision of the financial sector and financial services and Regulation EU No 596/2014 on market abuse.

The compliance officer also ensures that the company complies with the laws, regulations and rules of conduct that apply to it. Intervest has drawn up an internal code of conduct and a procedure for reporting irregularities to guarantee a corporate of integrity.

Article 17, §4 of the RREC Act stipulates that the public RREC "must take the necessary measures to be able at all times to access an appropriate independent compliance function so as to ensure compliance by the public RREC, its directors, senior management, employees and agents with the laws relating to the integrity of the business of a public RREC". Article 6 of the Royal Decree on RREC stipulates that the public RREC "must take the necessary measures to be able to permanently access an appropriate independent compliance function. The compliance function is appropriate when it ensures with reasonable certainty compliance by the public RREC, its members of the supervisory board, senior managers, employees and agents with the laws relating to the integrity of the business of a public RREC".

The "independent compliance position" can be understood as an independent function within the company focused on examining, and promoting, compliance by the company with the rules relating to the integrity of its business activities. The rules involve those pursuant to the company's policy, the status of the company and other legal and regulatory provisions. In other words, this concerns an element of corporate culture, where the emphasis lies on honesty and integrity and adherence to high ethical standards in business. In addition, both the company and its employees must behave with integrity, i.e. honestly, reliably and in a trustworthy manner.

As at 31 December 2021, the independent compliance function was observed by Kevin De Greef, member of the management board and sgc. The mandate has an indefinite duration.

Information pursuant to article 34 of the Royal Decree of 14 November 20071

Capital structure2

Ordinary shares (INTO)

Number Capital (in €) %
26.300.908 € 239.664.944,37 100%

The share capital amounts to € 239.664.944,37 and is distributed over 26.300.908 shares each of which represents an equal part thereof. These are 26.300.908 ordinary shares without mention of the nominal value.

There are no legal or statutory restrictions on the transfer of securities, nor for the execution of voting rights.

There are no securities to which special controlling powers have been attached.

Share option plan

The company has no share option plan. The company has a variable short-term and long-term remuneration plan for the members of the management board, as described in the Remuneration Report.

Shareholder agreements

To the company's knowledge, no shareholders are acting in mutual consultation. The Company has no knowledge of any shareholder agreements that can give rise to a restriction of the transfer of securities and/or the execution of the right to vote.

Authorised capital

As at 13 May 2019, the company's general meeting of shareholders granted the supervisory board the authorisation to increase the company's registered capital in one or more times by an amount of:

  • i. fifty percent (50%) of two hundred and twenty-one million three hundred and thirty-one thousand five hundred and sixty-four euros and forty-eight cents (€ 221.331.564,48), rounded off downwards to the euro cent, (a) if the capital increase to be realised concerns a capital increase by cash contribution where the company shareholders have the possibility of exercising their pre-emptive right, and (b) if the capital increase to be realised concerns a capital increase by cash contribution where the company shareholders have the possibility of exercising their irreducible allocation right (as referred to in the Act of 12 May 2014 on regulated real estate companies); and
  • ii. fifty percent (50%) of two hundred and twenty-one million three hundred and thirty-one thousand five hundred and sixty-four euros and forty-eight cents (€ 221.331.564,48), rounded off downwards to the euro cent if the capital increase to be realised concerns a capital increase within the context of the payment of an optional dividend; and
  • iii. twenty percent (20%) of two hundred and twenty-one million three hundred and thirty-one thousand five hundred and sixty-four euros and forty-eight cents (€ 221.331.564,48), rounded off downwards to the euro cent for all forms of

1 With regard to the obligations of issuers of financial instruments who are allowed to trade on the regulated market -see also the Act of 1 April 2007 on public takeover bids.

2 As at the closing date of this Annual Report.

capital increase other than those intended and approved in points (i) and (ii) above,

with a maximum of € 221.331.564,48 in total for a period of five years starting from the publication of the authorisation in the Annexes to the Belgian Official Gazette on 24 May 2019. The authorisation is valid until 24 May 2024.

The authorised capital cannot be used to increase the capital in application of article 7:202 of the CAC within the context of a public bid to purchase the company's securities.

For every capital increase, the supervisory board will set the price, any share premium and the conditions of issuance for the new shares. The capital increases can lead to the issuance of shares with or without voting rights.

If the capital increases decided upon by the supervisory board as a result of this authorisation contain a share premium, the amount of this share premium must be placed on a dedicated unavailable account, called "share premiums", which along with the capital constitutes the guarantee towards third parties and will not be able to be decreased or cancelled unless a meeting convened in accordance with the conditions of attendance and majority decides upon a capital decrease, with the exception of a conversion into capital as provided above.

To date, the supervisory board has made use of the authorisation granted to it to utilise amounts of the authorised capital within the context of:

  • 〉 the capital increase by contribution in kind, (optional dividend) that was decided upon on 26 May 2020 amounted to € 7.687.867,05, excluding a share premium of € 8.578.071,27
  • 〉 the capital increase by contribution in kind, (optional dividend) that was decided upon on 26 May 2021 amounted to € 7.292.087,27, excluding a share premium of € 8.136.462,81

The supervisory board can thus still increase the share capital within the context of the authorised capital by

  • i. € 110.665.782,24 (a) if the capital increase to be realised concerns one by cash contribution where the company shareholders have the possibility of exercising their pre-emptive right, and (b) if the capital increase to be realised concerns one by cash contribution where the company shareholders have the possibility of exercising their irreducible allocation right (as referred to in the Act of 12 May 2014 on regulated real estate companies),
  • ii. € 95.685.827,92 if the capital increase to be realised is within the context of the distribution of an optional dividend, or
  • iii. € 44.266.312,90 for all other forms of capital increase;

taking into account a total maximum of (i), (ii) and (iii) together, of € 206.351.610,16.

Capital increase

All capital increases will be performed in accordance with articles 7:177 and following of the CAC, subject to that stated hereafter with respect to the pre-emptive right.

In addition, the company must comply with the stipulations concerning the public issue of shares stipulated in articles 26 and 27 of the RREC Act.

For a capital increase through a contribution in cash and without prejudice to the application of articles 7:188 to 7:193 of the CAC, the pre-emptive right can only be limited or withdrawn if an irreducible allocation right is granted to the existing shareholders with the allocation of new securities. This priority allocation right satisfies the following conditions:

    1. it is related to all newly issued securities
    1. it is granted to the shareholders in proportion to the part of the capital represented by their shares at the time of the transaction
    1. a maximum price per share is announced, at the latest, on the eve of the opening of the public subscription period
    1. in such a case, the public subscription period must be at least three trading days.

Capital increases realised through contributions in kind are subject to the provisions of articles 7:196 and 7:197 of the CAC. Moreover, pursuant to Article 26 §2 of the RREC Act, the following conditions must be met:

    1. the identity of the contributor must be specified in the report referred to in article 7:197 of the CAC as well as in the notice convening the general meeting to discuss the capital increase
    1. the issue price may not be less than the lowest value of (a) a net value dated not more than four months before the date of the contribution agreement or, at the discretion of the company, before the date of the capital increase deed, and (b) the average closing price during the thirty calendar days prior to this same date. For the application of the previous sentence, it is permitted to subtract an amount from the amount referred to in point (b) of the previous section that corresponds to the part of the undistributed gross dividend to which the new shares would not be entitled, on condition that the supervisory board specifically accounts for the amount to be deducted from the cumulative dividend in its special report and explains the financial conditions of the transaction in its annual financial report
    1. except if the issue price or exchange ratio and the related conditions are determined no later than on the working day following the conclusion of the contribution agreement and communicated to the public mentioning the time within which the capital increase will effectively

be implemented, the capital increase deed shall be executed within a maximum period of four months

  1. the report referred to under 1° must also explain the impact of the proposed contribution on the situation of former shareholders, particularly as far as their share of the profits, net asset value and capital is concerned, as well as the impact in terms of the voting rights.

The above does not apply to the transfer of the right to dividends in the context of the distribution of an optional dividend, insofar as this is actually made available for payment to all shareholders.

Purchase of shares

According to article 9 of the articles of association, the company can acquire, hold and dispose of its own shares by virtue of the decision by the general meeting in accordance with the provisions of the CAC.

Furthermore, the supervisory board may, for a period of five years from the date of the publication of the decision in the Annexes of Belgian Official Gazette, i.e. as from 2 June 2020, acquire and pledge on behalf of the company its own shares (even outside the stock exchange) at a unit price that may not be lower than 85% of the closing stock exchange price on the day preceding the date of the transaction (acquisition and pledge) and that may not be higher than 115% of the closing stock exchange price on the day preceding the date of the transaction (acquisition and pledge) without the company being allowed to own more than 10% of the total number of issued shares.

Neither Intervest, nor its perimeter companies, owned any of its own shares as at 31 December 2021.

Agreements in case of changed control after a public takeover bid

There are no important agreements to which Intervest is a party and that enter into force, undergo amendments or end in the event that a change of control takes place over the company after a public takeover bid, with the exception of valid clauses contained in the financing agreements.

FINANCIAL STATEMENTS1

  • 1 Consolidated income statement
  • 2 Consolidated statement of comprehensive income
  • 3 Consolidated balance sheet
  • 4 Statement of changes in consolidated equity
  • 5 Consolidated cash flow statement
  • 6 Notes on the consolidated annual accounts
  • 7 Statutory auditor's report
  • 8 Statutory annual accounts Intervest Offices & Warehouses nv

1 The annual financial reports, the reports of the board of directors and the reports of the statutory auditor for the financial years 2019, 2018 and 2017, and the interim declarations and half-yearly financial reports (including reports of the statutory auditor) can all be consulted on the website of the company (www.intervest.be). They are also available from the registered office on request.

1 Consolidated income statement

in thousands € Note 2021 2020
Rental income 4 65.056 61.303
Rental-related expenses 4 -148 -51
NET RENTAL INCOME 64.908 61.252
Recovery of property charges 4 696 752
Recovery of rental charges and taxes normally payable by
tenants on let properties
4 13.528 13.643
Costs payable by tenants and borne by the landlord for rental
damage and refurbishment
-361 -698
Rental charges and taxes normally payable by tenants
on leased properties
4 -13.528 -13.623
Other rental-related income and expenses 4 716 460
PROPERTY RESULT 65.959 61.786
Technical costs 5 -1.144 -876
Commercial costs 5 -547 -318
Charges and taxes on unlet properties 5 -893 -892
Property management costs 5 -4.792 -5.281
Other property charges 5 -1.007 -1.162
Property charges -8.383 -8.529
OPERATING PROPERTY RESULT 57.576 53.257
General costs 6 -3.836 -4.085
Other operating income and costs 8 -310 -254
OPERATING RESULT BEFORE RESULT ON PORTFOLIO 53.430 48.918
Result on disposal of investment properties 9 198 1.670
Changes in fair value of investment properties 10 66.020 15.454
Other result on portfolio 11 -11.205 -9.083
OPERATING RESULT 108.443 56.959
Financial income 59 67
Net interest charges 12 -7.094 -7.955
Other financial charges -50 -36
Changes in fair value of financial assets and liabilities 4.217 -2.311
Financial result -2.868 -10.235
RESULT BEFORE TAXES 105.575 46.724
Taxes 13 -834 -664
NET RESULT 104.741 46.060
in thousands €
Note
2021 2020
NET RESULT 104.741 46.060
Attributable to:
Third parties 6.641 2.629
Shareholders Group 98.100 43.431
NET RESULT - Group Share 98.100 43.431
To be excluded:
- Result on disposals of investment properties 198 1.670
- Changes in fair value of investment properties 66.020 15.454
- Other result on portfolio -11.205 -9.083
- Changes in fair value of financial assets and liabilities 4.217 -2.311
- Minority interests with respect to the above -6.306 -2.654
EPRA EARNINGS 45.176 40.355
RESULT PER SHARE Financial
report
2021 2020
Number of shares at year-end 8.6 26.300.908 25.500.672
Number of shares entitled to dividend at year-end 8.6 26.300.908 25.500.672
Weighted average number of shares 8.6 25.983.006 25.164.126
Net result - group share (€) 3,78 1,73
Diluted net result (€) 3,78 1,73
EPRA earnings (€) 1,74 1,60

2 Consolidated statement of comprehensive income

in thousands € 2021 2020
NET RESULT 104.741 46.060
Other components of comprehensive income
(recyclable through income statement)
970 1.394
Revaluation of solar panels 970 1.394
COMPREHENSIVE INCOME 105.711 47.454
Attributable to:
Shareholders of the parent company 98.884 44.825
Minority interests 6.827 2.629
ASSETS in thousands € Note 31.12.2021 31.12.2020
NON-CURRENT ASSETS 1.219.621 1.022.835
Non-current intangible assets 254 479
Investment properties 14 1.208.944 1.017.958
Other non-current tangible assets 5.888 4.022
Non-current financial assets 20 4.455 241
Trade receivables and other non-current assets 80 135
CURRENT ASSETS 29.229 25.158
Current financial assets 97 13
Trade receivables 15 14.279 11.595
Tax receivables and other current assets 15 4.940 6.539
Cash and cash equivalents 3.537 2.682
Deferred charges and accrued income 15 6.376 4.329
TOTAL ASSETS 1.248.850 1.047.993
SHAREHOLDERS' EQUITY AND LIABILITIES in thousands € Note 31.12.2021 31.12.2020
SHAREHOLDERS' EQUITY 636.535 554.414
Shareholders' equity attributable to shareholders of the
parent company
622.512 547.218
Share capital 16 237.930 230.638
Share premiums 16 189.818 181.682
Reserves 16 96.664 91.467
Net result for the financial year 98.100 43.431
Minority interests 24 14.023 7.196
LIABILITIES 612.315 493.579
Non-current liabilities 468.409 340.000
Non-current financial debts 19 429.058 313.743
Credit institutions 421.058 308.743
Other 8.000 5.000
Other non-current financial liabilities 20 11.423 10.917
Trade debts and other non-current debts 1.503 1.267
Deferred tax - liabilities 21 26.425 14.073
Current liabilities 143.906 153.579
Provisions 17 0 978
Current financial debts 19 100.650 123.522
Credit institutions 650 26.239
Commercial paper 100.000 62.300
Other 0 34.983
Other current financial liabilities 20 1 94
Trade debts and other current debts 18 24.312 8.572
Other current liabilities 18 1.890 1.284
Deferred charges and accrued income 18 17.053 19.129
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1.248.850 1.047.993
DEBT RATIO in % Note 31.12.2021 31.12.2020
Debt ratio (max. 65%) 22 45,0% 43,0%
NET VALUE PER SHARE in € 31.12.2021 31.12.2020
Net value (fair value) 23,67 21,46
Net value (investment value) 25,27 22,64

4 Statement of changes in consolidated equity

in thousands €
INITIAL STATE 1 JANUARY PREVIOUS FINANCIAL YEAR
Comprehensive income previous financial year
Transfers pursuant to result distribution of financial year 2 years ago:
Transfer to the reserves for the balance of changes in investment value of real estate properties
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical

disposal of investment properties
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair

value of authorised hedging instruments not subject to hedge accounting
Addition to results carried forward from previous financial years
Allocation to other reserves
Issue of shares for optional dividend financial year 2 years ago
Capital increase of perimeter company Genk Green Logistics
Dividends for financial year of 2 years ago
BALANCE SHEET AS AT 31 DECEMBER OF PREVIOUS FINANCIAL YEAR
Comprehensive income for financial year
Transfers pursuant to result distribution of previous financial year:
Transfer to the reserves for the balance of changes in investment value of real estate properties
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical

disposal of investment properties
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair

value of authorised hedging instruments not subject to hedge accounting
Addition to results carried forward from previous financial years
Allocation to other reserves
Issue of shares for optional dividend for previous financial year
Dividends for previous financial year
BALANCE SHEET AS AT 31 DECEMBER OF FINANCIAL YEAR
Share capital
Paid-up
Capital
increase costs
Capital
Share premiums Total reserves Net result for the
financial year
Minority interests SHAREHOLDERS'
EQUITY
TOTAL
224.685 -1.727 173.104 62.032 65.765 574 524.433
1.394 43.431 2.629 47.454
13.703 -13.703 0
-1.814 1.814 0
-3.065 3.065 0
9.095 -9.095 0
10.121 -10.121 0
7.688 8.578 16.266
-8 3.993 3.985
-37.725 -37.725
232.373 -1.735 181.682 91.467 43.431 7.196 554.414
784 98.100 6.827 105.711
15.669 -15.669 0
-11.875 11.875
-2.311 2.311
1.260 -1.260
1.670 -1.670
7.292 8.136 15.428
-39.017 -39.017
239.665 -1.735 189.818 96.664 98.100 14.023 636.535

Breakdown of the reserves

in thousands €
OPENING POSITION 1 JANUARY PREVIOUS FINANCIAL YEAR
Transfers resulting from application IAS 16 on solar panels
ADJUSTED OPENING POSITION 1 JANUARY PREVIOUS FINANCIAL YEAR
Comprehensive income previous financial year
Transfers through result distribution two years ago:
Transfer to the reserves for the balance of changes in investment value of real estate properties
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical

disposal of investment properties
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair

value of authorised hedging instruments not subject to hedge accounting
Addition to results carried forward from previous financial years
Allocation to other reserves
BALANCE SHEET AS AT 31 DECEMBER OF PREVIOUS FINANCIAL YEAR
Comprehensive income for financial year
Transfers pursuant to result distribution of previous financial year:
Transfer to the reserves for the balance of changes in investment value of real estate properties
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical

disposal of investment properties
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair

value of authorised hedging instruments not subject to hedge accounting
Addition to results carried forward from previous financial years

■ Allocation to other reserves 1.670 1.670

BALANCE SHEET AS AT 31 DECEMBER OF FINANCIAL YEAR 90 92.750 -42.085 -8.833 20.319 34.423 96.664

* of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties.

Legal reserves Reserve for the balance
of changes in fair value of
real estate properties
balance of changes in
real estate properties
investment value of
Reserve for the
*
impact on fair value
Reserve for the
changes in fair value of authorised
hedging instruments not subject
Reserve for the balance of
to hedge accounting
Other reserves Results carried forward from
previous financial years
TOTAL RESERVES
90 63.701 -28.404 -3.456 6.034 24.067 62.032
-324 8 316 0
90 63.377 -28.396 -3.456 6.350 24.067 62.032
1.394 1.394
13.703 13.703
-1.814 -1.814
-3.065 -3.065
9.095 9.095
10.121 10.121
90 77.081 -30.210 -6.522 17.865 33.163 91.467
784 784
15.669 15.669
-11.875 -11.875
-2.311 -2.311
1.260 1.260
1.670 1.670
90 92.750 -42.085 -8.833 20.319 34.423 96.664

* of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties.

in thousands € Note 2021 2020
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE FINANCIAL YEAR
2.682 2.156
1.
Cash flow from operating activities
46.755 41.469
Operating result 108.443 56.959
Interest paid -7.923 -7.745
Other non-operating elements -825 -633
Adjustment of result for non-cash flow transactions -52.549 -8.769
Depreciations on intangible and other tangible

non-current assets
803 749
Result on disposal of investment properties
9 -198 -1.670
Changes in fair value of investment properties
10 -66.020 -15.454
Spread of rental discounts and rental benefits granted to

tenants
11 1.550 -1.477
Other result on portfolio
11 11.316 9.083
Change in working capital -391 1.657
Movement of assets 1.579 973
Movement of liabilities -1.970 684
2.
Cash flow from investment activities
-115.536 -113.649
Investments and expansions in existing investment
properties
14 -7.286 -5.037
Acquisition of investment properties 14 -48.969 -42.683
Acquisition of shares of real estate companies 14 -14.237 -43.959
Investments in project developments 14 -41.709 -20.886
Paid exit tax for merger of real estate companies -1.860 0
Acquisitions of intangible and other tangible non-current
assets
-1.475 -1.084
3.
Cash flow from financing activities
69.636 72.706
Repayment of loans -38.181 -28.297
Drawdown of loans 131.169 122.425
Receipts from non-current liabilities as guarantee 237 39
Dividend paid -23.589 -21.461
CASH AND CASH EQUIVALENTS AT THE END OF
THE FINANCIAL YEAR
3.537 2.682

Intervest generated a cash flow of € 47 million from operating activities in 2021 compared to € 41 million in 2020, the increase is mainly a result of higher rental income combined with lower general and property expenses due to cost monitoring and lower financing costs.

The cash flow from investment activities amounts to € -116 million and includes mainly acquisitions and investments and expansions in the existing real estate portfolio and project developments. Following the acquisition of the shares of Puurs Green Logistics (formerly Tafelberg), an advance payment was made for the exit tax.

The cash flow from the group's financing activities amounts to € 70 million and consists in 2021 of an increase in the recognition of credits of € 93 million and the payment of dividends of € 24 million.

The amount included in 2021 under the acquisition of shares of real estate companies of €14 million relates to the acquisition of the shares of Puurs Green Logistics in November 2021. In 2020, the acquisition of shares of real estate companies amounted to € 44 million This amount includes, in addition to the price paid for Greenhouse Singel and Gencor, the payment of some invoices for the redevelopment of the Greenhouse Collection at the Singel project for an amount of € 4 million, which at the time of the acquisition of the shares of Greenhouse Singel were included in the balance sheet under the heading of trade payables.

Index: 6 Notes

Note 1.
Scheme for annual accounts for
regulated real estate companies
154
Note 2.
Principles for the financial reporting
154
Note 3.
Segmented information
164
Note 4.
Property result
166
Note 5.
Property charges
169
Note 6.
General costs
171
Note 7.
Employee benefits
171
Note 8.
Other operating income and costs
172
Note 9.
Result on disposals of investment
properties
173
Note 10.
Changes in the fair value of investment
properties
173
Note 11.
Other result on portfolio
173
Note 12.
Net interest charges
174
Note 13.
Taxes
175
Note 14.
Non-current assets 176
Note 15.
Current assets 181
Note 16.
Shareholders' equity 183
Note 17.
Provisions 186
Note 18.
Current liabilities 187
Note 19.
Non-current and current financial debts 188
Note 20.
Financial instruments 191
Note 21.
Deferred tax - liabilities 195
Note 22.
Calculation of debt ratio 195
Note 23.
Affiliated parties 196
Note 24.
List of the consolidated companies 197
Note 25.
Fee for the statutory auditor and entities
affiliated with the statutory auditor 198
Note 26.
Conditional rights and obligations 199
Note 27.
Events after the balance sheet date 200

6 Notes on the consolidated annual accounts

Note 1.

Scheme for annual accounts for regulated real estate companies

As a listed regulated real estate company under Belgian law, Intervest Offices & Warehouses nv has prepared its consolidated annual accounts in accordance with the "International Financial Reporting Standards" (IFRS) as accepted by the European Union. In the Royal Decree of 13 July 2014 on regulated real estate companies a scheme for both statutory annual accounts and consolidated annual accounts of the RREC is contained in Annex C.

The scheme principally means that the result on the portfolio is presented separately in the income statement. This result on the portfolio includes all movements in the real estate portfolio and mainly consists of:

  • 〉 realised profits or losses on the disposal of investment properties
  • 〉 changes in fair value of investment properties as a result of the valuation by property experts, i.e. non-realised increases and/or decreases in value.

The result on portfolio will not be allocated to the shareholders, but transferred to, or from, the reserves.

Note 2. Principles for the financial reporting

Statement of conformity

Intervest is a public regulated real estate company having its registered office in Belgium. The consolidated annual accounts of the company as at 31 December 2021 include the company and its perimeter companies (the "Group"). The Intervest annual accounts have been prepared and released for publication by the supervisory board on 22 March 2022 and will be submitted for approval to the general meeting of shareholders on 27 April 2022.

The consolidated annual accounts have been prepared in compliance with the "International Financial Reporting Standards" (IFRS) as approved by the European Union and according to the Royal Decree of 13 July 2014. These standards comprise all new and revised standards and interpretations published by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"), to the extent to which they are applicable to the Group's activities and effectively start for financial years as from 1 January 2021.

New or amended standards and interpretations effective for the financial year beginning on 1 January 2021

  • 〉 Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16 and IAS 39: Reforming of the Reference Interest Rates – phase 2
  • 〉 Amendments to IFRS 16 Lease agreements: granting tenants an exemption until an assessment is made about whether a COVID-19 related lease concession is a rent adjustment

Published standards and interpretations, not yet applicable in 2021

Intervest has not yet applied the following new standards, amendments to standards or interpretations that are not yet in force in the current financial year but that may be applied sooner. Insofar as these new standards, amendments and interpretations are relevant to Intervest, an indication is given below of how their application can affect the consolidated annual accounts of 2021 and beyond. The standards summarised below have not yet been adopted within the EU.

  • 〉 Annual improvements to IFRS 2018-2020 cycle (applicable for financial years as from 1 January 2022)
  • 〉 Amendments to IFRS 3 Business Combinations: references to the conceptual framework (applicable for financial years as from 1 January 2022)
  • 〉 Amendments of IFRS 4 Insurance contracts: expiration date of the deferred approach (the deadline for temporary exemption for adoption of IFRS 9 is now 1 January 2023)
  • 〉 Amendments of IFRS 16 Lease agreements: extension of the exemption to assess whether a COVID-19 related lease concession is a lease adjustment (applicable for fiscal years as from 1 April 2021)
  • 〉 IFRS 17 Insurance contracts: amendments to address concerns and implementation issues after IFRS 17 was published and adjustments relating to the initial application of IFRS 17 and IFRS 9 (applicable for financial years as from 1 January 2023)
  • 〉 Amendments to IAS 1 Presentation of the annual accounts and IFRS Practice Statement 2: classification of liabilities as current or non-current and changes in the Notes on principles for financial reporting (applicable for financial years as from 1 January 2023)
  • 〉 Amendments to IAS 8 Principles for financial reporting, changes in estimation and errors: Definition of accounting estimates (applicable for financial years as from 1 January 2023)
  • 〉 Amendments to IAS 12 Income taxes: deferred taxes on lease agreements and divestiture obligations (applicable for financial years as from 1 January 2023)
  • 〉 IAS 16 Tangible non-current assets: Amendments that prohibit a company from reducing the proceeds from the sale of items produced while preparing the asset for its intended use from the cost of tangible non-current assets (applicable for financial years as from 1 January 2022)

〉 IAS 37 Provisions, Contingent Liabilities and Contingent Assets: amendments relating to the costs to be included in the assessment of whether a contract is onerous (applicable for financial years as from 1 January 2022).

It is expected that the above-mentioned standards and interpretations will not have a material impact on Intervest's consolidated annual accounts.

Presentation basis

The consolidated annual accounts are expressed in thousands of €, rounded off to the nearest thousand. The consolidated annual accounts are presented before profit distribution.

The accounting principles are applied consistently.

Consolidation principles

Perimeter companies

A perimeter company is an entity over which another entity has control (exclusively or jointly). Control is having power over the entity, having the rights to the changing income from involvement in the entity, and having the possibility to use power over the entity to influence the amount of income. A perimeter company's annual accounts are recognised in the consolidated annual accounts by means of the full consolidation method from the time that control arises until such time as it ceases. If necessary, the financial reporting principles of the perimeter companies are changed in order to achieve consistent principles within the Group. The reporting period of the perimeter company coincides with that of the parent company.

Eliminated transactions

All transactions between the Group companies, balances and unrealised profits and losses from transactions between Group companies will be eliminated when the consolidated annual accounts are prepared. The list of perimeter companies is included in Note 24.

Business combinations and goodwill

When the Group takes control of an integrated combination of activities and assets corresponding to the definition of business according to IFRS 3 – Business combinations, assets, liabilities and any contingent liabilities of the business acquired are recognised separately at fair value on the acquisition date. The goodwill represents the positive change between the sum of the acquisition value, the previous interest in the entity which had not been previously controlled (if applicable) and the recognised minority interest (if applicable), on the one hand, and the fair value of the acquired net assets on the other hand. If the difference is negative ("negative goodwill"), it is immediately recognised in the result after the values have been confirmed. All transaction costs are immediately charged and do not represent a part of the determination of the acquisition value.

In accordance with IFRS 3, the goodwill can be determined on a provisional basis at acquisition date and adjusted within the 12 following months.

After initial take-up, the goodwill is not amortised but subjected to an impairment test carried out at least every year for cash-generating units to which the goodwill was allocated. If the carrying amount of a cash-generating unit exceeds its value in use, the resulting impairment is recognised in the result and first allocated in reduction of the possible goodwill and then to the other assets of the unit, proportional to their carrying value. An impairment loss recognised on goodwill is not to be reversed during a subsequent year.

In the event of the disposal of or in the event that control for a partial disposal of a perimeter company is lost, the amount of goodwill that is allocated to this entity is included in the determination of the result of the disposal.

When the Group acquires an additional interest in a perimeter company, which had previously been controlled by the Group at some point, or when the Group sells a part of the interest in a perimeter company without loss of control, the goodwill, recognised at the time at which control is acquired, is not influenced. The transaction with minority interests has an influence on the Group's transferred results.

Foreign currencies

Foreign currency transactions are recognised at the exchange rate on the transaction date. Monetary assets and liabilities denominated in foreign currency are valued at the final rate in force on the balance-sheet date. Exchange rate differences deriving from foreign currency transactions and from the conversion of monetary assets and liabilities denominated in foreign currency are recognised in the income statement in the period when they occur. Non-monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate valid at the transaction date.

Property result

Income is valued at the fair value of the compensation received or to which title has been obtained. Income will only be recognised if it is likely that the economic benefits will be reaped by the entity and can be determined with sufficient certainty.

Rental income, the received operational lease payments and the other income and costs are recognised in the income statement in the periods to which they refer.

Rental discounts and incentives are spread over the period running from the start of the lease agreement to the next opportunity to terminate an agreement.

The compensation paid by tenants for early termination of lease agreements is immediately taken into result for the period in which it is definitively obtained.

Property charges and general costs

The costs are valued at the fair value of the compensation that has been paid or is due and are recognised in the income statement for the periods to which they refer.

Result on disposals and changes in the fair value of investment properties

The result from the disposal of investment properties is equal to the difference between the selling price and the carrying amount (i.e. the fair value determined by the property expert at the end of the previous financial year) less the selling expenses.

The changes in fair value of investment properties are equal to the difference between the current carrying amount and the previous fair value (as estimated by the independent property expert). This type of comparison is made at least four times a year for the full investment property portfolio. Movements in fair value of the real estate properties are included in the income statement for the period in which they occur.

Financial result

The financial result consists of interest charges on loans and additional financing costs, less the income from investments.

Taxes on the result and property tax

Taxes on the result of the financial year consist of the taxes due and recoverable for the reporting period and previous reporting periods, as well as the exit tax due. The tax expense is included in the income statement unless it relates to elements that are immediately recognised in equity. In the latter case, taxes are also recognised as a charge against equity.

When calculating the taxation on the taxable profit for the year, the tax rates in force at the end of the period are used.

Withholding taxes on dividends are recognised in equity as part of the dividend until such time as payment is made.

The exit tax owed by companies that have been taken over by the real estate company is deducted from the revaluation surplus at the moment of the merger and is recognised as a liability.

Tax receivables and tax liabilities are valued at the tax rate used during the period to which they refer.

Levies imposed by government are booked in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets in application of IFRIC 21 - Levies. This interpretation has no significant influence on the consolidated annual accounts of the Group, but does influence the development of the result during the financial year due to the moment of recognition of matters such as the property tax as at 1 January of every financial year. Charging such property tax to the tenants and the government's recovery of the property tax on vacant properties are also fully recognised as debts and income on 1 January of every financial year. The net impact on the income statement therefore remains limited to the non-rechargeable/recoverable property tax that is fully recognised as at 1 January as a cost instead of being spread over the financial year.

Deferred taxes

Deferred tax receivables and liabilities are recognised on the basis of the debt method ("liability method") for all provisional differences between the taxable basis and the carrying amount for financial reporting aims with respect to both assets and liabilities. Deferred tax receivables are only recognised if it is probable that there will be taxable profit against which the deferred tax claim can be offset. The deferred taxes are included under the "Other result on portfolio" in the income statement.

Ordinary and diluted net result per share

The ordinary net result per share is calculated by dividing the net result as shown in the income statement by the weighted average of the number of outstanding ordinary shares (i.e. the total number of issued shares less own shares) during the financial year.

To calculate the diluted net result per share, the net result that is due to the ordinary shareholders and the weighted average of the number of outstanding shares is adapted for the effect of potential ordinary shares that may be diluted.

Non-current intangible assets

Non-current intangible assets are recognised at cost, less any accumulated depreciation and exceptional impairment losses, if it is likely that the expected economic benefits attributable to the asset will flow to the entity, and if the cost of the asset can be determined reliably. Intangible assets are amortised linearly over their expected duration of use. The depreciation periods are reviewed at the end of every financial year at a bare minimum.

Investment properties (including mutation rights)

Definition

Investment properties comprise all buildings and lands that are leasable and generate rental income (wholly or in part), including the buildings where a limited part is kept for own use and held by right of use of real estate.

Project developments (as referred to in the definition of project developments) and sites held with the aim of starting project developments with a view to subsequently leasing them and increasing their value over time, but for which no concrete building plans or project developments have yet been started (land reserve), are also considered as investment property.

Initial take-up and valuation

Initial take-up in the balance sheet of an acquisition of development takes place at the acquisition value including transaction costs such as professional fees, legal services, registration charges and other property transfer taxes. The exit tax due from companies absorbed by the company is also included in the acquisition value.

Commission fees paid for acquisitions of buildings must be considered as additional costs for these acquisitions and added to the acquisition value.

If the acquisition takes place through the acquisition of shares of a real estate company, through the non-

monetary contribution of a building against the issue of new shares or by merger through takeover of a real estate company, the deed costs, audit and consultancy costs, reinvestment fees and release costs of the financing of the absorbed companies and other costs of the merger are also capitalised.

The financing costs directly attributable to the acquisition or development of an investment property are capitalised at the same time. When specific funds have been borrowed for a given asset, the effective cost of financing that loan is capitalised during the period, less any investment income from the temporary investment of that loan.

Valuation after initial take-up

After initial take-up, investment properties available for lease are valued at fair value in accordance with IAS 40. The fair value is equal to the amount at which a building could be exchanged between well-informed parties, in agreement and acting in conditions of normal competition. From the seller's point of view, this must be understood as subject to deduction of registration fees. The fair value is thus obtained by deducting an appropriate portion of the registration fees from the investment value:

  • 〉 The investment value is the price at which the site will probably be traded between buyers and sellers who are well informed in the absence of information asymmetries and who wish to perform such a transaction, without taking into account any special agreement between them. This value is the investment value when it matches the total price to be paid by the buyer, plus any registration fees or VAT if the purchase is subject to VAT.
  • 〉 With regard to the amount of the registration fees, as at 8 February 2006, the Belgian Asset Managers Association (BEAMA) published a press release (see www.beama.be – publicaties – persberichten: "Eerste toepassing van de IFRS boekhoudregels" – "First application of IFRS accounting rules"). A group of independent property experts, who carry out the periodic valuation of the buildings of RRECs, judged that for transactions relating to buildings in Belgium with a global value of less than € 2,5 million, registration fees of between 10,0% and 12,5% must be taken into account, depending on the region in which these properties are located. For transactions relating to buildings with an overall value of more than € 2,5 million and given the range of methods of transfer of ownership used in Belgium, these same experts based on a representative sample of 220 transactions realised in the market between 2002 and 2005 and representing a total of € 6,0 billion - valued the weighted average of the fees at 2,5%.

At that time it was also decided that this percentage would be reviewed per 0,5% increment. During the

course of 2016, a panel of property experts1 and the BE-REIT association2 jointly decided to update this calculation in accordance with the methodology that was applied in 2006. The de facto global effect of transactions executed by institutional parties and companies was calculated. The analysis comprises 305 larger or institutional transactions for more than € 2,5 million covering the period 2013, 2014, 2015 and Q1 2016. The volume of the analysed transactions comprises more than 70% (€ 8,2 billion) of the estimated total investment volume during that period. The panel of property experts decided that the threshold of 0,5% had not been exceeded. Consequently, the percentage of 2,5% will be maintained. The percentage will be reviewed every five years or, whenever there is a significant change in the tax context. The percentage will only be adjusted if the threshold of 0,5% is exceeded.

Specifically, this means that the fair value of the investment properties available for lease and located in Belgium is equal to the investment value divided by 1,025 (for buildings with a value of more than € 2,5 million) or the investment value divided by 1,10/1,125 (for buildings with a value of less than € 2,5 million).

The transfer rights for logistics real estate in the Netherlands amount to 8,0% as at 31 December 2021.

As of 1 January 2021, the transfer tax rate for the acquisition of non-residential real estate rose from 6% to 8%. The 8% rate applies both to the acquisition of immovable assets, other than housing, and to taxed acquisitions of shares in real estate companies (real estate legal entities). The Group has opted to include this tax increase in the figures for 31 December 2020. Intervest takes into account an additional 1% for the other costs (such as notary fees). For the investment properties available for lease which are located in the Netherlands and held via the Dutch perimeter companies, this means that as from the 2020 financial year, the fair value of the investment properties is equal to the investment value divided by 1,09.

The difference between the fair value of real estate properties and the investment value of real estate properties as determined by the independent property experts is taken up when acquiring the real estate property in the income statement in the section XVIII. "Changes in fair value of investment properties". After approval of the result allocation by the general meeting of shareholders (in April of the next financial year) this difference between the fair value of real estate properties and the investment value of real estate properties is attributed to the reserve "c. Reserve for the impact on fair value

of estimated transfer duties and costs resulting from the hypothetical disposal of investment properties" in shareholders' equity.

Project developments

Real estate that is built or developed for future use as an investment property is also included under the "Investment properties" heading. After initial take-up at acquisition value, the projects are valued at fair value. This fair value takes into account the substantial development risks. In this context, all the following criteria must be met: there is a clear picture of the project costs to be incurred, all the necessary permits to execute the project development have been obtained and a substantial part of the project development has been pre-let (definitively signed rental contract). This fair value valuation is based on the valuation by the independent property expert (according to the commonly used methods and assumptions) and takes into account the costs still to be incurred to fully finalise the project.

All charges associated with real estate development or construction are included in the cost price of the development project. In accordance with IAS 23, the financing costs directly attributable to the construction or acquisition of an investment property are simultaneously capitalised over the period before the investment property for rental is made ready for use.

The activities necessary to prepare the asset for its intended use include more than the physical construction of the asset. They also include the technical and administrative work before construction actually starts, such as activities related to obtaining permits to the extent that the state of the asset changes.

The capitalisation of financing costs is suspended during long periods of interruption of active development. Capitalization is not suspended during a period of extensive technical and administrative work. Neither is the capitalization suspended if a temporary delay is an essential part of the process to prepare an asset for its intended use or sale.

1 Consisting of Pieter Paepen (CBRE), Pierre van der Vaeren (CBRE), Christophe Ackermans (Cushman & Wakefield), Kris Peetermans (Cushman & Wakefield), Rod Scrivener (Jones Lang LaSalle), Jean-Paul Ducarme (PWC), Celine Janssens (Stadim), Philippe Janssens (Stadim), Luk van Meenen (Troostwijk-Roux Expertises) and Guibert de Crombrugghe (de Crombrugghe & Partners).

2 The BE-REIT Association is an association consolidating the 17 Belgian RRECs and was founded to further the interests of the RREC sector.

Holding of property and valuation process

Investment properties available for lease are valued by the independent property experts at investment value. For this, the investment properties are valued each quarter on the basis of the present value of market rents and/or effective rental income, where appropriate after deduction of associated costs in accordance with the International Valuation Standards 2001 published by the International Valuation Standards Committee. Valuations are produced by updating the annual net rent received from the tenants, less the associated costs. The updating takes place on the basis of the yield factor, which depends on the inherent risk of the relevant property.

Profits or losses arising from the variation in the fair value of an investment property are taken up in the income statement in section XVIII. "Changes in fair value of investment properties" in the period in which they arise and when profits are distributed in the following year are allocated to the reserve "b. Reserve for the balance of changes in fair value of real estate properties". When this allocation is made within this reserve for the balance of the changes in fair value of real estate properties, a distinction is made between changes in the investment value of the real estate properties and the estimated transaction costs resulting from hypothetical disposal so that this last section always matches the difference between the investment value of the real estate properties and the fair value of the real estate properties.

Disposal of an investment property

Upon disposal of an investment property the realised profits or losses on the disposal are recorded in the income statement of the reporting period under the item "Result on disposals of investment properties". The mutation rights are charged against the income statement after disposal. The commission fees paid to real estate agents for the sale of buildings and obligations made as a result of transactions are deducted from the obtained sales price in order to determine the realised profit or loss.

Upon profit appropriation, these realised profits or losses on the sale of investment properties as compared to the original purchase value of such investment properties are transferred to the heading "m. Other reserves". In this way, the realised profits or losses on the sale of investment properties are regarded as available reserves.

Assets held for sale

Assets held for sale refer to real estate properties whose carrying amount will be realised through divestment and not through continued use. The buildings held for sale are valued in accordance with IAS 40 at fair value.

Other non-current tangible assets Definition

The non-current assets under the entity's control that do not meet the definition of investment property are classified as "Other non-current tangible assets".

Solar panels under IAS 16

The solar panels are valued based on the revaluation model in accordance with IAS 16 Non-current tangible assets. After initial recognition, an asset whose fair value can be reliably determined must be booked at the revalued value, i.e. the fair value at the moment of the revaluation less any subsequently accumulated depreciation and subsequently accumulated impairment losses. The fair value is determined based on the discounting method for future income.

The useful life of the solar panels is estimated at 25 years without taking into account any residual value.

Capital gains generated upon the start-up of a new site are entered in a separate component of the shareholders' equity. Losses are also recognised in this component, unless they have been realised or unless the fair value falls below the original cost less accumulated depreciation. In the latter cases they are included in the results.

Valuation

Other non-current tangible assets are initially recorded at cost and thereafter valued according to the cost model.

Additional costs are only capitalised if the future economic benefits related to the non-current tangible asset increase.

Depreciation and exceptional impairment losses

Other non-current tangible assets are depreciated using the linear depreciation method. Depreciation begins at the moment the asset is ready for use as foreseen by the management.

The following percentages apply on an annual basis:

installations, machinery and equipment 20%
furniture and vehicles 25%
IT equipment 33%
real estate for own use

land
0%

buildings
5%
other non-current tangible assets 16%

If there are indications that an asset may have suffered impairment, its carrying amount is compared to the realisable value. If the carrying amount is greater than the realisable value, an exceptional impairment loss is recognised.

Lease agreements

Lease agreements with a duration of more than 12 months whereby Intervest acts as lessee are recognised on the balance sheet at the start of the lease period as a right of use and lease obligation at the present value of the future lease payments. If the leased asset is an investment property, the rights of use are then valued at fair value, in accordance with the valuation rules described for Investment properties.

The minimum lease payments are recognised partly as financing costs and partly as repayment of the outstanding liability in a way that results in a constant periodic interest rate over the remaining balance of the liability. The financial charges are charged directly to the result. Contingent lease payments are processed as expenses in the periods in which they are made.

Disposal and decommissioning

When non-current tangible assets are sold or retired, their carrying amount ceases to be recorded on the balance sheet and the profit or loss is taken up in the income statement.

Impairment losses

The carrying amount of the assets of the company is reviewed periodically to determine whether there is an indication of impairment. Special impairment losses are recognised in the income statement if the carrying amount of the asset exceeds the realisable value.

The realisable amount is the higher of the value in use and the fair value less the selling costs. The value in use is the present value of the expected future cash flows of the continued consumption of an asset and its disposal

at the end of the period of use, on the basis of a discount rate that takes into account current market assessments for the time value of money and the risks inherent in the asset. The fair value less selling costs is the amount that can be obtained from the sale of an asset in a commercial, objective transaction between well-informed parties about which there is consensus, after deduction of the disposal costs.

Financial instruments

Financial assets

All financial assets are recorded or no longer recorded in the balance sheet on the transaction date when the purchase or sale of a financial asset on the grounds of a contract in which the terms and conditions require delivery of the asset within the time frame generally prescribed or agreed in the relevant market, and are initially measured at fair value, plus transaction costs, except for financial assets at fair value with value changes in the profit or loss account, which are initially measured at fair value.

Financial assets are classified into one of the categories provided for under IFRS 9 Financial Instruments, based on both the entity's business model for managing financial assets and the properties of the contractual cash flows of the financial asset, and are recorded at initial take-up. This classification determines the valuation of financial assets at future balance sheet dates: amortised cost or fair value.

Financial assets at fair value through profit and loss

Financial assets are classified at fair value with value changes through profit and loss if held for trading. Financial assets at fair value with value changes through profit or loss are measured at fair value, according to which all resulting income or expense is recorded in the profit and loss. A financial asset is included in this category if it was mainly purchased to sell it in the short term.

Derivatives also belong to the fair value category with value changes via the profit and loss, unless they were designated as hedging and are effective.

Financial assets at amortised cost price

Financial assets at amortised cost price are non-derivative financial instruments held within a business model designed to hold financial assets for the purpose of receiving contractual cash flows (Held to collect) and the contractual terms and conditions of the financial asset give rise to cash flows on certain dates involving only repayments and interest payments on the principal outstanding amount (Solely Payments of Principal and Interest – SPPI).

This category includes:

  • 〉 Cash and cash equivalents
  • 〉 Long-term receivables
  • 〉 Trade receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and do not entail any material risk of change in value as these are held at renowned financial institutions. Cash and cash equivalents are measured at amortised cost price.

Trade receivables

Trade receivables are initially recorded at nominal value, and are subsequently measured at amortised cost using the effective interest rate method. In application of IFRS 9, credit losses are recognised prematurely in the annual accounts. Considering the relatively restricted monetary amount of outstanding due and payable trade receivables, combined with the associated low credit risk, Intervest regards the impact on the consolidated annual accounts as limited.

Financial liabilities

Financial liabilities are classified as financial liabilities at fair value via result or as financial liabilities at amortised cost.

Financial liabilities at fair value through profit and loss

Financial liabilities are classified at fair value through profit and loss if held for trading.

Financial liabilities at fair value through profit and loss are measured at fair value, with all resulting income or expense recorded in the profit and loss.

A financial liability is included in this category if it was mainly purchased to sell it in the short term. Derivatives also belong to the category at fair value via result, unless they were designated as a hedge and are effective.

For Intervest, this specifically concerns the Interest Rate Swaps for which hedge accounting is not applied to the extent that they have a negative fair value.

Financial liabilities measured at amortised cost price

Financial liabilities measured at amortised cost price, including liabilities, are initially measured at fair value, net of transaction costs. After initial take-up, they are measured at amortised cost. The Group's financial liabilities measured at amortised cost comprise non-current financial liabilities (bank debt, leasing debt and bond loans), other long-term liabilities, current financial

liabilities, trade debts and dividends payable in other current liabilities.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the enterprise after deducting all of its liabilities. Equity instruments issued by the enterprise are classified according to the economic reality of the contractual arrangements and the definitions of an equity instrument.

Equity instruments issued by the company are recorded in the proceeds received (after deduction of direct issue costs).

Own shares

When own shares are purchased, the amount paid, including attributable direct costs, is accounted for as a deduction of shareholders' equity.

Derivatives

The Group uses derivatives to hedge its exposure to unfavourable interest rate risks arising from operational, financing and investment activities. The Group does not engage in speculative transactions nor does it issue or hold derivatives for trading purposes.

Derivatives are measured at fair value in accordance with IFRS 9. The derivatives currently held by Intervest do not qualify as hedging transactions. Consequently, the changes in fair value are immediately recorded in the profit and loss.

Trade debts

Trade debts are initially valued at fair value and are subsequently valued at amortised cost using the effective interest rate method.

Provisions

A provision is an obligation of uncertain size or of an undefined time element. The amount recorded is the best estimate of the expenditure required to settle the existing liability by the balance sheet date.

Provisions are only taken up when there is a current obligation (legally enforceable or constructive) as a result of a past event that is likely to bring an outflow of resources whereby a reliable estimate of the amount of the obligation can be made.

Post-employment benefits

Contributions to "agreed contribution" type group insurance contracts are recorded as an expense for the reporting period during which employees rendered services entitling them to contributions. According to law, the employer must guarantee a minimum payment whereby the company has the obligation to pay additional contributions if the pension fund no longer has sufficient assets to pay the pensions of all employees for the services they have rendered.

Dividend distribution

Dividends comprise part of the reserves until such time that the general meeting of shareholders approves the dividends. The dividends are therefore recorded as a liability in the annual accounts for the period in which the dividend distribution is approved by the general meeting of shareholders.

Events after the balance sheet date

Events after the balance sheet date are events, both favourable and unfavourable, that take place between the balance sheet date and the date the financial statements are authorised for issue. Events providing information of the actual situation on the balance sheet date are incorporated in the result of the income statement.

Significant estimates and main sources of estimation uncertainty

Fair value of the investment properties

The fair value of the investment properties of Intervest is valued on a quarterly basis by independent property experts. The intent of this valuation by property experts is to determine the market value of a building on a certain date according to the evolution of the market and the characteristics of the buildings in question. The property experts use the principles described in the chapter "Valuation of the portfolio by the property experts" in the Property report and in "Note 14. Non-current assets" of the Financial report. The real estate portfolio is recorded

in the consolidated annual accounts at fair value determined by the property experts.

Sustainability

ESG (Environmental, Social, Governance) criteria are increasingly used internationally to assess the impact of the environmental, social and ethical performance of companies, organisations and investments. Capital flows in the future will increasingly be channelled towards sustainable economic activities, which means that ESG criteria will play an important role in investment decisions.

The ESG requirements of investors and users will accelerate the number of new and renovated buildings due to green premiums for sustainable real estate and increased obsolescence of unsustainable real estate. The focus on climate change and targets towards net-zero will continue, accelerating the obsolescence of unsustainable properties.

The RICS Sustainability Report (Q2 2021) shows that almost half of respondents believe that rents and price premiums for sustainable properties could rise by up to 10% compared to unsustainable properties, due to high demand and low supply. As the impact of ESG factors becomes clearer, the question arises of how to measure ESG impact on property valuations. Valuation necessarily involves comparison. Since the impact of ESG criteria is at an early stage, there is not yet much market data available. Valuation methodologies are, however, well developed and tested over the years so that the attitude of market participants towards ESG factors can be reflected in the valuation of real estate.

Financial liability in accordance with IFRS 16

In some of its investments, Intervest does not hold bare ownership, but only usufruct, by way of a concession or long-term lease or similar form. A financial obligation was specifically created for this in accordance with IFRS 16. This financial liability relates to the current value of all future lease payments.

Some assessments and estimates are made in determining the present value of these future lease payments, in particular when determining the duration of the concession (depending on the contractual extension possibilities of the concession on the one hand and the economic life of the building that the property valuer takes into account in determining the fair value on the other hand) and when determining the incremental interest rate as a discount rate for the lease payments.

Financial derivatives

The fair value of the financial derivatives of Intervest is valued on a quarterly basis by the issuing financial institute. A comprehensive description can be found in "Note 20. Financial instruments" in the Financial report.

Disputes

The company is currently involved in legal proceedings, and may be again in the future. In 2020 Intervest was involved in proceedings before the Court of Appeal in Antwerp, fiscal chamber, as well as in an appeal procedure before the regional director of the large corporations

control centre regarding the billing of the exit tax assessment year 1999 special. However, in its judgement dated 25 April 2017, the Antwerp Court of Appeal declared Intervest's appeal unfounded. The judgement was served as at 10 November 2017. As at 29 January 2018 Intervest filed a cassation appeal against the above-mentioned judgement of the Antwerp Court of Appeal dated 25 April 2017. The Court of Cassation ruled in favour of Intervest as at 28 November 2019 and annulled the ruling of the Court of Appeal. The dispute has now been referred to the Ghent Court of Appeal. (see "Note 26. Conditional rights and obligations" of the Financial statements). The company is of the opinion that this procedure will not have a significant impact on the results of the company.

Segmentation by business segment

The two business segments comprise the following activities.

〉 The category "offices" includes the properties that are let to companies for professional purposes as office space. 〉 The category "logistics properties" includes those premises with a logistical function, storage facilities and hightech buildings.

The category "corporate" includes all non-allocated fixed costs not attributable to a segment which are borne at Group level.

BUSINESS
SEGMENTATION
Offices Logistics
real estate
Corporate TOTAL
in thousands € 2021 2020 2021 2020 2021 2020 2021 2020
Rental income 26.174 26.150 38.882 35.153 65.056 61.303
Rental-related expenses -132 -43 -16 -8 -148 -51
Net rental income 26.042 26.107 38.866 35.145 64.908 61.252
Property management
costs and income
404 50 647 484 1.051 534
Property result 26.446 26.157 39.513 35.629 65.959 61.786
Operating result
before result on
portfolio
21.474 20.938 35.856 32.127 -3.900 -4.147 53.430 48.918
Result on disposals of
investment properties
0 0 198 1.670 198 1.670
Changes in fair value of
investment properties
-11.170 -16.624 77.190 32.078 66.020 15.454
Other result on portfolio 677 -65 -11.882 -9.018 -11.205 -9.083
Operating result of the
segment
10.981 4.249 101.362 56.857 -3.900 -4.147 108.443 56.959
Financial result -2.868 -10.235 -2.868 -10.235
Taxes -834 -664 -834 -664
NET RESULT 10.981 4.249 101.362 56.857 -7.602 -15.046 104.741 46.060

Income statement

For the description of the risk spread according to tenants by segment, please see the Property report.

The operating result before result on portfolio for the offices rose by € 0,5 million, due to a fall in the costs. The operating result of the office segment rose by € 6,7 million. In 2020, there was a decrease in the fair value of the office portfolio of approximately 5%, or € 16,6 million. This year there was a decrease in the fair value, but this was limited to € 11,1 million, or approximately 3%. Mainly as a result of the assessment used by the property experts for a few properties in the current uncertain economic situation and the quantification of some planned sustainable investments in the portfolio that can result in a possible future increase in value.

The operating result before result on portfolio of the logistics segment rose by € 3,7 million. This is thanks to the rental income generated by the new cash-flow generating acquisitions in 2020 and 2021. The operating result of the logistics segment rose by € 44,5 million, due to the further improvement of the yields in both Belgium and the Netherlands and leasings in the existing portfolio and the projects under construction.

Key Figures

BUSINESS SEGMENTATION Offices Logistics real estate TOTAL
in thousands € 2021 2020 2021 2020 2021 2020
Fair value of investment properties 386.423 381.656 822.521 636.302 1.208.944 1.017.958
Investments and expansions during
the financial year (fair value)
2.421 2.971 5.311 2.066 7.732 5.037
Acquisition of investment properties 0 0 48.970 42.683 48.970 42.683
Investments in project developments 13.516 2.562 40.274 18.324 53.790 20.886
Acquisition of shares of real estate
companies
0 42.677 14.474 0 14.474 42.677
Divestment/transfer of investment
properties
0 0 0 0 0 0
Transfer to other non-current
tangible assets
0 0 0 -1.592 0 -1.592
Investment value of real estate
properties
394.913 390.365 864.262 670.166 1.259.175 1.060.531
Total leasable space (m²) 245.538 245.538 865.940 800.399 1.111.478 1.045.937
Occupancy rate (%) 87% 88% 100% 96% 94% 93%

In accordance with IAS 16, as from 2020, the solar panels are no longer recognised under investment properties, but under tangible non-current assets, which is why they are listed in the above table as a transfer in 2020.

Geographic segmentation

The geographic segmentation shows the operating result and the key figures divided according to the country in which they were achieved. The category of "corporate" includes all fixed costs not attributable to a segment which are borne at Group level.

borne at Group level.

Income statement

GEOGRAPHIC
SEGMENTATION
Investment
properties in Belgium
Netherlands Investment
properties in the
Corporate TOTAL
in thousands € 2021 2020 2021 2020 2021 2020 2021 2020
Rental income 48.273 47.204 16.783 14.099 65.056 61.303
Rental-related expenses -148 -51 0 0 -148 -51
Net rental income 48.125 47.153 16.783 14.099 64.908 61.252
Property management
costs and income
950 494 101 40 1.051 534
Property result 49.075 47.647 16.884 14.139 65.959 61.786
Operating result
before result on
portfolio
41.961 40.205 15.369 12.860 -3.900 -4.147 53.430 48.918
Result on disposal of
investment properties
198 1.670 0 0 198 1.670
Changes in fair value of
investment properties
25.181 -4.740 40.839 20.194 66.020 15.454
Other result on portfolio 1.018 -1.652 -12.223 -7.431 -11.205 -9.083
OPERATING RESULT OF
THE SEGMENT
68.358 35.483 43.985 25.623 -3.900 -4.147 108.443 56.959

Key figures

GEOGRAPHIC SEGMENTATION Investment
Belgium
properties in Investment
Netherlands
properties in the TOTAL
in thousands € 2021 2020 2021 2020 2021 2020
Fair value of the investment
properties
866.662 735.060 342.282 282.898 1.208.944 1.017.958
Investments and expansions during the
financial year (fair value)
6.318 4.449 1.414 588 7.732 5.037
Acquisition of investment properties 32.355 0 16.615 42.683 48.970 42.683
Investments in project developments 53.275 19.560 515 1.326 53.790 20.886
Acquisition of shares
of real estate companies
14.474 42.677 0 0 14.474 42.677
Divestment of investment properties 0 0 0 0 0 0
Transfer to other non-current tangible
assets
0 -1.592 0 0 0 -1.592
Investment value of real estate
properties
886.581 752.364 372.594 308.167 1.259.175 1.060.531
TOTAL leasable space (m²) 798.058 735.938 313.420 309.999 1.111.478 1.045.937
Occupancy rate (%) 92% 91% 100% 98% 94% 93%

Note 4. Property result

Rental income

in thousands € 2021 2020
Rent 67.067 64.065
Rental discounts -2.435 -2.497
Rental benefits ("incentives") -374 -377
Compensation for early termination of lease agreements 798 112
TOTAL RENTAL INCOME 65.056 61.303

Rental income comprises rents, income from operational lease agreements and directly associated revenues, such as rent securities granted and compensation for early terminated lease agreements minus any rental discounts and rental benefits (incentives) granted. Rental discounts and incentives are spread over the period running from the start of the lease agreement to the next opportunity to terminate a lease agreement by the tenant.

Without taking into account the flex workers, Intervest rental income is spread across 217 different tenants, which limits the debtor's risk and improves the stability of the income. The top ten tenants represent 29% (31% in 2020) of the annual rent, are often leading companies in their sector and often belong to international concerns. As at 31 December 2021, the largest tenant belonging to the office segment represents 5% of the annual rent (5% in 2020). In 2021, there was one tenant whose annual rent on an individual basis represented 5% of the total annual rental income of Intervest (one tenant in 2020). For more information on the most important tenants, please see the Property report - Risk spread by tenants.

For financial year 2021, the rental income of Intervest amounts to € 65,1 million (€ 61,3 million). This rise of € 3,8 million, or 6%, compared to 2020 is mainly caused by higher rental income in the logistics segment, a consequence of the acquisitions made, the project developments delivered, the rental transactions carried out in the course of 2020 and 2021 and the termination indemnities received as a result of contracts terminated early in the logistics portfolio in the amount of € 0,7 million.

Rental income in the logistics portfolio amounts to € 38,9 million compared to € 35,2 million in 2020. Rental income in the office segment remains stable at € 26,2 million.

For the conclusion of new lease agreements during financial year 2021, a rental discount was granted for 44% of the agreement value (42% in 2020). In 2021, rental discounts of an average of 9% of the annual rent were granted for new agreements (19% in 2020). It is often stipulated that the tenant must repay all or part of the rental discount should he choose to terminate the agreement at the next break.

For lease agreements that were expanded and/or extended during financial year 2021, a rental discount was granted on average for 55% of the agreement value (61% in 2020). In 2021, rental discounts of an average of 7% of the annual rent were granted for expansions and/or extensions (8% in 2020).

Overview of future minimum rental income

The value of the future minimum rental income until the first expiry date of the non-cancellable lease agreements is subject to the following collection terms.

in thousands € 2021 2020
Receivables with a remaining duration of:
No more than one year 63.751 63.876
Between one and five years 152.545 125.496
More than five years 92.600 77.717
TOTAL OF FUTURE MINIMUM RENTAL INCOME 308.896 267.089

The rise in the future minimum rental income of € 42 million, or 16%, compared to 31 December 2020 is largely the result of the purchase of Tessenderlo (€ 28 million) and the new leasings in Genk Green Logistics (€ 15 million).

Rental-related expenses

in thousands € 2021 2020
Rent to pay on leased assets -8 -8
Write-downs on trade receivables -141 -102
Reversal of write-downs on trade receivables 1 59
TOTAL RENTAL-RELATED EXPENSES -148 -51

The rental-related expenses consist mainly of write-downs and reversal of write-downs on trade receivables that are recorded in the result if the carrying amount exceeds the estimated realisation value. This section also comprises the costs of lease for land and buildings by the company in order to continue leasing to its tenants.

The losses on lease receivables (with recovery) for the period 2012-2021 represent only 0,1% of total turnover. A sharp deterioration in the general economic climate can result in an increase in losses on lease receivables. The real estate company limits this risk by means of rental guarantees and bank guarantees from the tenants and by concluding agreements with sound, reliable tenants. The possible bankruptcy of a major tenant can represent a significant loss for the company, as can an unexpected vacancy and even a re-rental of the vacant space at a price lower than the price stated in the contract which was not respected. Despite the current economic situation that the COVID-19 pandemic has brought with it, the collection of lease receivables is in line with the normal payment pattern, which illustrates the quality of the tenant base.

Recovery of property charges

in thousands € 2021 2020
Obtained compensations on rental damage 32 107
Other 664 645
Management fees received from tenants 664 645
TOTAL RECOVERY OF PROPERTY CHARGES 696 752

The recovery of property charges mainly relates to the profit taking of the compensation received from tenants for rental damage when leaving the let spaces and the management fees that Intervest receives from its tenants for the management of let buildings and the re-billing of rental charges to the tenants, as shown in the following tables.

Recovery of rental charges and taxes

Recovery of rental charges and taxes normally payable by tenants on let properties

in thousands € 2021 2020
Recovery of rental charges borne by the owner 7.996 8.208
Recovery of advance levies and taxes on let properties 5.532 5.435
TOTAL RECOVERY OF RENTAL CHARGES AND TAXES NORMALLY PAYABLE BY
TENANTS ON LET PROPERTIES
13.528 13.643

Rental charges and taxes normally payable by tenants on let properties

in thousands € 2021 2020
Rental charges borne by the owner -7.996 -8.188
Advance levies and taxes on let properties -5.532 -5.435
TOTAL RENTAL CHARGES AND TAXES NORMALLY PAYABLE BY
TENANTS ON LET PROPERTIES
-13.528 -13.623
TOTAL BALANCE OF RECOVERED RENTAL CHARGES AND TAXES 0 20

Rental charges and taxes on let buildings and the recovery of these charges refer to costs for which, by law or custom, the tenant or lessee is liable.

These costs primarily comprise property taxes, electricity, water, cleaning, window cleaning, technical maintenance, garden maintenance, etc. The owner is personally responsible for the management of the buildings or has these activities contracted out to external property managers (for Mechelen Campus and the logistics properties located in the Netherlands).

Depending on the contractual agreements with the tenants, the landlord may or may not charge the tenants for these services. The costs are settled every six months. During the financial year, advances are billed to the tenants.

Other rental-related income and expenses

in thousands € 2021 2020
Income from green energy (other than building fees) 454 365
Received coordination fees turn-key solutions 11 15
Expenses and income regarding exploitation Greenhouse Flex -437 -572
One-off contribution received for rental-related expenses 0 0
Other 688 652
TOTAL OTHER RENTAL-RELATED INCOME AND EXPENSES 716 460

Revenues from green electricity increased by € 0,1 million, among other things due to new installations in Genk that were installed in the second half of the year.

The costs and income relating to the operation of the Greenhouse hubs comprise all operational costs such as catering (except for own personnel costs) and the partial recovery of such costs. The income from the lease agreements with co-workers and users of serviced offices and the income from leasing the Greenhouse co-working meeting rooms are recognised under the heading rental income and amounts to € 0,5 million (€ 0,5 million for 2020).

Note 5. Property charges

Technical costs

in thousands € 2021 2020
Recurrent technical costs -1.065 -859
Maintenance and repair -789 -620
Insurance premiums -276 -239
Non-recurrent technical costs -79 -17
Claims -79 -17
Claims (costs) -296 -217
Claims (income) 217 200
TOTAL TECHNICAL COSTS -1.144 -876

The technical costs include maintenance and repair costs and insurance premiums. Maintenance and repair costs that can be regarded as renovation of an existing building because they improve yield or rent are not recognised as costs but are capitalised.

Commercial costs

in thousands € 2021 2020
Brokers' fees -176 -63
Publicity -83 -183
Lawyers' fees and legal costs -288 -72
TOTAL COMMERCIAL COSTS -547 -318

Commercial costs include matters such as brokers' fees. The brokers' fees paid to brokers after a period of vacancy are capitalised because, after a period of vacancy, the property experts reduce the estimated fees from the estimated value of the real estate property. Brokers' fees paid after an immediate re-letting, without vacancy period, are not capitalised and are recognised in the result because the property experts do not take this fee into account at the moment of valuation.

Charges and taxes on unleased properties

in thousands € 2021 2020
Vacancy charges for the financial year -793 -893
Property tax on vacant properties -2.687 -2.311
Recovery of property tax on vacant properties 2.596 2.232
Vacancy tax Genk Green Logistics -2.954 171
Recovery vacancy tax Genk Green Logistics 2.954 -171
Recovery of property tax on vacant properties for previous financial year -9 80
TOTAL CHARGES AND TAXES ON UNLET PROPERTIES -893 -892

The costs and taxes on unleased buildings remain stable during the 2021 financial year compared to the 2020 financial year. Vacancy costs for financial year 2021 represent approximately 1,5% of the total rental income of the company (1,5% in 2020).

Intervest recovers a majority of the property tax calculated on vacant parts of buildings through objections submitted to the Flanders Tax Administration. A large share of the property tax relates to Genk Green Logistics. It is expected that Intervest can recover this property tax and the vacancy tax in full, as was also the case in previous years.

Property management costs

in thousands € 2021 2020
External property management fees -331 -258
(Internal) property management costs -4.461 -5.023
Employee benefits and self-employed staff -2.650 -3.310
Property expert -183 -179
Other costs -1.628 -1.534
TOTAL PROPERTY MANAGEMENT COSTS -4.792 -5.281

Property management costs are costs that are related to the management of buildings. These include personnel costs and indirect costs with respect to the directors and the staff (such as office costs, operating costs, etc.) who are responsible for managing the portfolio and the leases, and depreciations and impairments on tangible non-current assets used for this management, and other business expenses that can be allocated to the management of the real estate properties.

The management costs of the real estate fell by € 0,5 million due mainly to the fall in costs of (internal) property management of the patrimony.

Other property charges

in thousands € 2021 2020
Charges borne by the landlord -271 -469
Property taxes contractually borne by the landlord -677 -598
Other property charges -59 -95
TOTAL OTHER PROPERTY CHARGES -1.007 -1.162

The other property charges often relate to expenses chargeable to the Group on the basis of contractual or commercial agreements with tenants. These are largely restrictions on the payment of common charges. For financial year 2021, these commercial interventions amount to approximately € 1 million on an annual basis, or 1,5% of the total rental income of the Group (€ 1,2 million, or 1,9%, in financial year 2020).

Note 6. General costs

in thousands € 2021 2020
Subscription tax -509 -488
Auditor's fee -158 -122
Remuneration for supervisory board members -123 -117
Liquidity provider -37 -37
Financial service -42 -40
Employee benefits and self-employed staff -1.925 -2.249
Consultancy fees -153 -191
Other costs -889 -841
TOTAL GENERAL COSTS -3.836 -4.085

General costs are all costs related to the management of the company and costs that cannot be allocated to property management. These operating costs include general administration costs, costs of personnel engaged in the management of the company as such, depreciations and impairments on tangible non-current assets used for this management and other operating costs.

General costs amount to € 3,8 million and decreased by approximately € 0,2 million compared to 2020, mainly due to lower personnel costs.

For additional details on the auditor's fee, please see Note 25.

An overview of the remuneration paid to the members of the supervisory board is provided in the report Corporate Governance Statement - Remuneration report. 50% of the remuneration to the members of the supervisory board is included under the general costs, the other 50% of their work is regarded as property management costs (other costs).

Note 7. Employee benefits

in thousands € 2021
2020
Charges for internal
management
property
Charges related to
management
company
TOTAL Charges for internal
management
property
Charges related to
management
company
TOTAL
Remuneration of employees and
self-employed personnel
1.754 1.176 2.930 2.398 1.264 3.662
Salaries and other benefits paid
within 12 months
2.077 904 2.981 2.195 998 3.193
Pensions and post-employment
benefits
83 43 126 77 42 119
Social security 494 190 684 440 172 612
Variable remunerations 134 42 176 133 45 178
Termination benefits 0 0 0 23 0 23
Other charges -1.034 -3 -1.037 -470 7 -463
Remunerations for the
management board
895 746 1.641 912 985 1.897
Management board chairman 292 292 584 274 274 548
Fixed remuneration 154 154 308 139 139 278
Variable remuneration 110 110 220 115 115 230
Pension obligations 28 28 56 20 20 40
in thousands € 2021
Charges for internal
management
property
Charges related to
management
company
TOTAL Charges for internal
management
property
Charges related to
management
company
TOTAL
Other members of the
management board
603 454 1.057 638 711 1.349
Fixed remuneration 388 264 652 206 262 468
Variable remuneration 184 167 351 85 77 162
Termination benefit 0 0 0 305 335 640

The number of employees and self-employed personnel at year-end 2021, expressed in FTE, is 35 staff members for the internal management of the property (36 in 2020) and 13 staff members for the management of the company (13 in 2020). The number of members of the management board comprises four persons as at 31 December 2021 (three persons as at year-end 2020).

Pension obligations 31 23 54 42 37 79 TOTAL EMPLOYEE BENEFITS 2.649 1.922 4.571 3.310 2.249 5.559

For personnel in permanent employment remuneration, supplementary benefits, termination benefits and severance payments, and post-employment benefits are regulated by the Act on the labour agreements of 4 July 1978, the annual holiday Act of 28 June 1971, the joint committee for the sector that the company falls under and the collective labour agreements that have been recognised in the income statement for the period to which they refer.

Pensions and remunerations after termination of employment include pensions, contributions for group insurance policies, life and disability insurance policies and hospitalisation insurance policies. Intervest has taken out a group insurance contract of the "agreed contribution" type at an external insurance company for its employees with a permanent contract. Due to the legislation that was amended at the end of December 2015 (the Act to ensure sustainability and the social nature of the additional pensions and to strengthen its supplementary nature in relation to the retirement pensions, which was approved on 18 December 2015), the employer must guarantee a minimum return and therefore this contract must be classed as a "defined benefit" plan. The company contributes to this fund, which is independent from the company. The contributions to the insurance policy are financed by the company. This group insurance contract complies with the Vandenbroucke Act on pensions. The contribution obligations are included in the income statement for the period to which they relate. For financial year 2021, these amount to € 236.000 (€ 274.000 in 2020). As at 31 December 2021, the insurance company has confirmed that the deficit to guarantee the minimum return is not of material nature. A provision for the small deficit was made in the accounts at the end of the year.

The remuneration of the management board is explained in the Corporate Governance Statement - Remuneration Report.

Note 8. Other operating income and costs

in thousands € 2021 2020
Depreciation of solar panels -246 -192
Insurance premiums -43 -40
Other -21 -22
TOTAL OTHER OPERATING INCOME AND COSTS -310 -254

As from 2020, the solar panels have no longer been included in the investment properties but in other tangible non-current assets and are valued on the basis of the revaluation model in accordance with IAS 16 Tangible non-current assets. Each quarter, these solar panels are revalued to fair value. The fair value is depreciated over the remaining term. Depreciation is recognised in other operating income and costs.

in thousands € 2021 2020
Acquisition value 0 0
Accumulated gains and extraordinary impairment losses 0 0
Carrying amount (fair value) 0 0
Sales price 0 0
Sales costs 0 0
Income from disposal of investment properties 0 0
Provision of rental guarantees from disposal of investment properties 198 1.670
Net sales revenue 198 1.670
TOTAL RESULT ON DISPOSAL OF INVESTMENT PROPERTIES 198 1.670

Note 9. Result on disposals of investment properties

In 2019, Intervest divested three logistics sites in Belgium. The buyer of Oudsbergen was given a 24-month rental guarantee. That period has now ended. The result on the sale of investment properties in 2020 and 2021 was the result of not having to pay out the rental guarantee provided in full because of the leases realised on the sold site.

Note 10. Changes in the fair value of investment properties

in thousands € 2021 2020
Positive changes of investment properties 81.639 42.395
Negative changes of investment properties -15.619 -26.941
TOTAL CHANGES IN FAIR VALUE OF INVESTMENT PROPERTIES 66.020 15.454

The changes in the fair value of the investment properties amount to € 66,0 million in 2021 (€ 15,5 million in 2020). Positive changes in the fair value are the result of:

  • 〉 an increase in the fair value of the logistics real estate portfolio in the amount of € 77.2 million, or 12%, as a result of the further sharpening of the yields, leasings in the existing portfolio and the projects under construction
  • 〉 value decrease in the fair value of the office portfolio of € 11,2 million, or 3%, mainly as a result of the estimate used by the property experts on a few properties in the current uncertain economic situation and the quantification of some planned sustainable investments in the portfolio that can generate a future value increase.

Note 11. Other result on portfolio

in thousands € 2021 2020
Deferred taxes -12.437 -7.226
Other 1.232 -1.857
Changes to the spread of rental discounts and benefits granted to tenants 1.550 -1.477
Other -318 -380
TOTAL OTHER RESULT ON PORTFOLIO -11.205 -9.083

In 2021, the other result on portfolio amount to € -11,2 million (€ -9,1 million in 2020) and comprises primarily the provision for deferred tax on non-realised gains on the investment properties belonging to the perimeter companies of Intervest in the Netherlands and Belgium.

in thousands € 2021 2020
Nominal interest charges on loans -5.450 -6.217
Loans at financial institutions -4.473 -4.398
With fixed interest rate -1.180 -868
With variable interest rate -3.293 -3.531
Bond loans -354 -1.420
Interest charges on non-withdrawn credit facilities and commercial paper back-up
lines
-623 -399
Costs of authorised hedging instruments -1.395 -1.642
Authorised hedging instruments that are not subject to hedge accounting as
defined in IFRS
-1.395 -1.642
Income from authorised hedging instruments 13 116
Authorised hedging instruments that are not subject to hedge accounting as
defined in IFRS
13 116
Other interest charges -262 -212
TOTAL NET INTEREST CHARGES -7.094 -7.955

Note 12. Net interest charges

In 2021, the net interest charges amount to € -7,1 million compared to € -7,9 million in 2020. The fall in the net interest charges of € 0,9 million is the result of the refinancing of hedging instruments, an increase in the use of the commercial paper programme and the repayment of the bond loan in April 2021. As a result, the average interest rate of the financing fell from 2,0% in 2020 to 1,8% in 2021.

Net interest charges classified by credit line expiry date

in thousands € 2021 2020
Net interest charges on non-current financial debts -6.254 -6.124
Net interest charges on current financial debts -840 -1.831
TOTAL NET INTEREST CHARGES -7.094 -7.955

For 2021, the total average interest rate amounts to 1,8% including bank margins and interest hedging instruments, compared to 2,0% in 2020. The total average interest rate before the impact of the interest hedging instruments amounts to 1,5% in 2021 (1,6% in 2020).

The average interest rate for the non-current financial debts, including bank margins, amounts to 2,1% in 2021 (2,2% in 2020). The average interest rate for the current financial debts, including bank margins, amounts to 0,7% in 2021 (1,4% in 2020). The large fall in the short term is, on the one hand, the result of the repayment of the bond loan in April 2021 and, on the other hand, thanks to the success of the commercial paper programme. In 2021, an average of € 90,2 million was withdrawn in this way at particularly favourable rates.

For financial year 2021, the effect on EPRA earnings and the net result of a (hypothetical) rise in the interest rate of 1% gives a negative result of approximately € -1,0 million (€ -0,5 million in 2020). In the case of a (hypothetical) increase in interest rates of 0,5%, interest costs would increase by € 0,3 million (€ stable in 2020).

The (hypothetical) future cash outflow for 2022 of the interest charges from the loans withdrawn as at 31 December 2021 amounts to € 8,5 million (€ 7,3 million in 2020).

in thousands € 2021 2020
Hypothetical
interest
Debts with a remaining duration of Debts with a remaining duration of
< 1 year > 1 year
and < 5
years
> 5 years TOTAL Percentage
share
< 1 year > 1 year
and < 5
years
> 5 years TOTAL Percentage
share
Credit institutions
and institutional
parties: withdrawn
credit facilities
6.142 16.540 1.680 24.362 64% 4.563 12.312 253 17.128 59%
Bond loan 0 0 0 0 0% 371 0 0 371 1%
Commercial paper 317 585 390 1.292 3% 316 516 212 1.044 4%
Non-withdrawn
credit lines
284 467 0 751 2% 361 811 0 1.172 4%
IRSs/Floors 1.719 8.195 1.848 11.762 31% 1.718 6.503 924 9.145 32%
TOTAL 8.462 25.787 3.918 38.167 100% 7.329 20.142 1.389 28.860 100%
Share
percentage
22% 68% 10% 100% 25% 70% 5% 100%

Classification of future cash-out flow of interest costs based on current contracts

The table above provides an overview of the interest to be paid based on the current credit contracts. An unchanged take-up is assumed as at 31 December 2021 together with a Euribor rate of -0,572% (3-month Euribor as at 31 December 2021).

Note 13. Taxes

in thousands € 2021 2020
Tax at the rate of 25% (on result linked to the rejected expenses) -90 -50
Provision for various tax risks 0 22
Regularisation of previous financial years -43 -23
Tax related to Intervest statutory (public RREC) -133 -51
Perimeter companies in Belgium -21 -3
Perimeter companies in the Netherlands -680 -610
CORPORATE TAX -834 -664

With the RREC Act (formerly the Royal Decree of 7 December 2010 and the Royal Decree of 10 April 1995), the legislator gave a transparent tax status to RRECs. If a company converts its status into that of an RREC, or if an (ordinary) company merges with a RREC, it must pay a one-off tax (exit tax). After that, the RREC is only subject to taxes on very specific elements, such as "rejected expenses". No corporate tax is therefore paid on the majority of the profit that comes from lettings and added value on disposals of investment properties.

Most Belgian perimeter companies are subject to the normal system of Belgian corporate tax and Dutch perimeter companies do not benefit from this tax status either. Genk Green Logistics (iRREC), Greenhouse Singel (GVBF) and Puurs Green Logistics (GVBF) also enjoy a transparent tax status.

For the calculation of the taxation on the taxable profit for the year, the tax rates in force on the balance sheet date are used.

Research and development, patents and licences

No own activities were developed by the company in the area of research and development

Investment and revaluation table investment properties

in thousands € 2021 2020
Offices real estate
Logistics
TOTAL Offices real estate
Logistics
TOTAL
BALANCE SHEET
AS AT 1 JANUARY
381.656 636.302 1.017.958 350.069 542.744 892.813
Acquisition of investment

properties
0 48.970 48.970 0 42.683 42.683
Acquisition of shares of real

estate companies
0 14.474 14.474 42.677 0 42.677
Investments in project

developments
13.516 40.274 53.790 2.562 18.324 20.886
Investments and expan

sions in existing investment
properties
2.421 5.311 7.732 2.971 2.066 5.037
Transfer to other non-cur

rent tangible assets
0 0 0 0 -1.592 -1.592
Changes in fair value of

investment properties
-11.170 77.190 66.020 -16.623 32.077 15.454
BALANCE SHEET
AS AT 31 DECEMBER
386.423 822.521 1.208.944 381.656 636.302 1.017.958
OTHER INFORMATION
Investment value of real estate
properties
394.913 864.262 1.259.175 390.365 670.166 1.060.531

The fair value of the logistics portfolio rose by € 186 million, or 29%, in 2021 due to:

  • 〉 investments in project developments and land reserves for € 40 million; mainly the investments in the further finishing of Herentals Green Logistics and in Genk Green Logistics;
  • 〉 € 63 million in acquisitions, of which € 47 million in Belgium with the purchase of a logistics site in Tessenderlo and a land reserve in Puurs and € 16 million in the Netherlands with the logistics site in Breda and a land reserve in Venlo;
  • 〉 investments of € 5 million to improve the existing logistics portfolio;
  • 〉 A rise in the fair value of the existing logistics real estate portfolio in the amount of € 77 million, or 12%, mainly as a result of the further sharpening of the yields and leasings in the existing portfolio and the projects under construction.

The fair value of the office portfolio rose in 2021 by € 4,8 million, or 1%, mainly due to:

  • 〉 Investments in project developments and land reserves in the amount of € 14 million; fully attributable to the further finishing of the redevelopment of the Greenhouse Collection in Antwerp
  • 〉 Investments in the amount of € 2 million to improve the existing office portfolio
  • 〉 value decrease in the fair value of the office portfolio of € 11 million, or 3%, mainly as a result of the estimate used by the property experts on a few properties in the current uncertain economic situation and the quantification of some planned value-increasing and sustainable investments in the portfolio.

For additional details on the changes in the fair value of investment properties, please see Note 10.

Breakdown of investment properties per type

in thousands € 2021 2020
Real estate available for lease 1.098.820 965.796
Project developments 110.124 52.162
Project developments under construction 81.569 40.403
Land reserves 28.555 11.759
TOTAL INVESTMENT PROPERTIES 1.208.944 1.017.958

The project developments include - in addition to the developments under construction - Greenhouse Collection at the Singel, Herentals Green Logistics and Genk Green Logistics - also the land reserves held for future developments.

As such, the company possesses a number of land reserves, of which the approx. 164.000 remaining undeveloped m² on the former Ford site in Genk is the most important. Intervest also has land reserves in Herentals and in 's-Hertogenbosch, with the possibility for later developments. The definitive acquisition of the land position in Venlo, located next to Intervest's existing buildings, creates the possibility of an additional development of a logistics property of approximately 10.000 m².

As a result, in total, the company still has approximately 350,000 m² of potentially cultivable area. This includes Greenhouse Woluwe Garden, which was still included in the investment properties available for lease as at 31 December 2021. This future development potential means a future possible value increase of the real estate portfolio of between € 241 million and € 290 million. The land reserves are valued as ready for construction, unless lease agreements have already been signed.

As at 31 December 2021, Intervest has no assets for own use except for the space in Greenhouse Antwerp where the registered office of Intervest is located. In accordance with IAS 40.10, this space is recorded as an investment property.

As at 31 December 2021, there are no investment properties which are the subject of mortgage collateral related to withdrawn loans and credit facilities at financial institutions. For the description of the legal mortgage established in order to guarantee the outstanding tax debt on the logistics property located in Aarschot, Nieuwlandlaan, please refer to "Note 26. Conditional rights and obligations".

More information about the project developments under construction and development potential can be found in the Report of the management board.

Acquisition of shares of real estate companies

In November 2021, Intervest acquired 100% of the shares of Puurs Green Logistics nv (formerly Tervueren Invest nv). The site acquired through the acquisition of the shares, has two windmills, is ideally located at the Ruisbroek exit of the A12, and after going through the necessary permit processes, will offer space for over 50.000 m² of sustainable warehouses. The start of the infrastructure and land works is planned for 2023. The project is expected to contribute to the 2024 EPRA earnings.

Valuation of investment properties

Investment properties are recorded at fair value. The fair value is determined on the basis of one of the following levels of the hierarchy:

  • 〉 level 1: appraisal is based on quoted market prices in active markets
  • 〉 level 2: appraisal is based on (externally) observable information, either directly or indirectly
  • 〉 level 3: appraisal is based either fully or partially on information that is (not externally) observable.

The fair value of investment properties available for lease recognised in the balance sheet, is exclusively the result of the valuation of the portfolio by the independent property experts.

For the value determination of fair value of the investment properties, the nature, the characteristics and the risks of the buildings and the available market information were analysed.

Due to market liquidity and difficulties in obtaining transaction information that is comparable in an indisputable way, the appraisal level of the fair value of the Intervest buildings according to IFRS 13 standard is equal to level 3 and this for the portfolio in its entirety.

The fair value of all of the company's investment properties available for lease is appraised each quarter by the independent property experts. The fair value is based on the market value (i.e. adjusted for the 2,5% purchasing fees for Belgium and 9% purchasing fees for the Netherlands as described in the "Principles for the financial reporting - Investment properties" - see supra), which is the estimated amount for which an investment property can be sold on the valuation date by a seller to a willing buyer in a business-like, objective transaction preceded by sound negotiations between knowledgeable and willing parties.

The valuations are mainly carried out by using the rental value capitalisation method, with the exception of corrections such as the rental discounts. The DCF method is used for these exceptions. If no current market prices are available in an active market, the valuations are made on the basis of a calculation of gross returns in which the gross market rents are capitalised. The valuations obtained are adjusted for the net present value (NPV) of the difference between the current actual rent and the estimated rental value at the date of valuation for the period up to the first opportunity to give notice under the current lease contracts. Rental discounts are also taken into consideration. For buildings that are partially or completely vacant, the valuation is made on the basis of the estimated rental value minus the vacancy and the costs (rental costs, publicity costs, etc.) for the vacant portions.

In the office portfolio, Intervest has one project development under construction, namely Greenhouse Collection at the Singel in Berchem. As regards the logistics portfolio, as at 31 December 2021, project developments were ongoing in Genk and Herentals. Intervest still has land reserves in Genk, Puurs and Herentals while, in the Netherlands, there is still a land reserve in 's-Hertogenbosch and Venlo. These land reserves and project developments are recognised at cost upon initial take-up, thereafter at fair value as described in 'Note 2. Principles for the financial reporting'.

The yields used are specific to the type of property, location, state of maintenance and the leasability of each property. The basis used to determine the yields is formed by comparable transactions and supplemented with knowledge of the market and of specific buildings. Comparable transactions in the market are also taken into account for the valuation of properties.

The yields described in the Property Report are calculated by dividing the contractual rent increased by the estimated rental value of vacant properties by the fair value of the property available for lease expressed as a percentage. The average gross yield when fully letting the real estate available for lease amounts to 6,8% as at 31 December 2021 (7,4% as at 31 December 2020).

Assumptions are made per property, per tenant and per vacant unit concerning the likelihood of lease/re-lease, number of months vacant, incentives and rental costs.

2021 2020
Average contractual rent*
increased by the estimated rental value of vacant
property per m² (€)
Offices
131 131
Logistics real estate in Belgium
46 47
Logistics real estate in the Netherlands
56 53
Average gross yield (%) 6,4% 6,9%
Offices
8,2% 8,2%
Logistics real estate in Belgium
6,0% 6,6%
Logistics real estate in the Netherlands
5,2% 5,7%
Average gross yield if fully let (%) 6,8% 7,4%
Offices
9,5% 9,2%
Logistics real estate in Belgium
6,1% 6,9%
Logistics real estate in the Netherlands
5,2% 5,8%
Average net yield if fully let (%) 6,0% 6,4%
Offices
7,7% 7,4%
Logistics real estate in Belgium
5,5% 6,2%
Logistics real estate in the Netherlands
4,7% 5,3%
Vacancy rate (%) 6% 7%

The most important hypotheses regarding the valuation of the investment properties are:

* The average contractual rent per building type or building complex is calculated and contains various types of areas.

ESG (Environmental, Social, Governance) criteria are increasingly used internationally to assess the impact of the environmental, social and ethical performance of companies, organisations and investments. Capital flows in the future will increasingly be channelled towards sustainable economic activities, which means that ESG criteria will play an important role in investment decisions.

The ESG requirements of investors and users will accelerate the number of new and renovated buildings due to green premiums for sustainable real estate and increased obsolescence of unsustainable real estate. The focus on climate change and targets towards net-zero will continue, accelerating the obsolescence of unsustainable properties.

The RICS Sustainability Report (Q2 2021) shows that almost half of respondents believe that rents and price premiums for sustainable properties could rise by up to 10% compared to unsustainable properties, due to high demand and low supply. As the impact of ESG factors becomes clearer, the question arises of how to measure ESG impact on property valuations. Valuation necessarily involves comparison. Since the impact of ESG criteria is at an early stage, there is not yet much market data available. Valuation methodologies are, however, well developed and tested over the years so that the attitude of market participants towards ESG factors can be reflected in the valuation of real estate.

In the case of a hypothetical negative adjustment of the yield used by the property experts in determining the fair value of the company's real estate portfolio (yield or capitalisation rate) of 1 percentage point (from 6,4% to 7,4% on average), the fair value of the real estate would fall by €148 million, or 13%. This would raise the debt ratio of the company by 6 percentage points to approximately 51%.

If this is reversed, and a hypothetical positive adjustment of 1 percentage point (from 6,4% to 5,4% on average) were to be made to this yield, the fair value of the real estate would increase by € 202 million or 18%. This would lower the debt ratio of the company by 6 percentage points to approximately 39%.

In the case of a hypothetical decrease in the contractual rents of the company (assuming a constant yield) of € 1 million (from € 70,6 million to € 69,6 million), the fair value of the real estate would decrease by € 15,5 million, or 1%. This would raise the debt ratio of the company by 1 percentage point to approximately 46%. If this is reversed, and there were to be a hypothetical increase of the current rents of the company (assuming a constant yield) of € 1 million (from € 70,6 million to € 71,6 million), the fair value of the real estate would increase by € 15,5 million, or 1%. This would lower the debt ratio of the company by 1 percentage point to approximately 44%.

A correlation exists between changes in the current rents and the yields that are used to value the real estate, however, this was disregarded in the sensitivity analysis above.

Valuation process for investment properties

Investment properties are recorded in the accounts on the basis of valuation reports drawn up by independent and expert property assessors. These reports are based on information provided by the company and on assumptions and valuation models used by the property experts.

Information supplied by the company per building such as the surface area of the site, the leasable space, current rents, periods and conditions of lease agreements, service charges, investments, etc. comprise information that originates with the company's financial and management system and is subject to the company's overall control system.

These assumptions and valuation models used by the real estate experts relate mainly to the market situation, such as yields and discount rates. They are based on their professional assessment and observation of the market. The property experts take into account vacancy periods between six and eighteen months and, depending on the location, the type of property and the economic situation. For the logistics properties, a cost percentage is taken into account per property, which remains payable by the owner. This amounts to 2% for the logistics sites in Belgium, while for the Netherlands this varies between 0% and 14% due to the nature of the lease agreements (triple net versus buildings where the real estate is also taxed at the expense of the owner).

For a detailed description of the valuation method used by the property experts, please refer to the section of the Property Report entitled "Valuation of the portfolio by property experts".

The information provided to the property experts, as well as the assumption and the valuation models, are reviewed internally. This involves a review of the changes in fair value during the relevant period.

With regard to the remaining duration of the current agreements, reference is made to 1.9 Duration of rental agreements in the portfolio of the Property Report for an overview of the average remaining contract duration of the portfolio.

Non-observable parameters Range Weighted average
(as at 31 December) 2021 2020 2021 2020
Estimated rental value (in €/m²)*
Office portfolio
100-157€/m² 100-151€/m² 133 €/m² 127 €/m²
Logistics real estate in Belgium
38-53 €/m² 38-53 €/m² 43 €/m² 43 €/m²
Logistics real estate in the

Netherlands
42-77 €/m² 42-61 €/m² 55 €/m² 52 €/m²
Capitalisation factor used by the prop
erty experts (in %)*
Office portfolio
7,7%-11,3% 7,6%-10,6% 9,6% 9,0%
Logistics real estate Belgium
4,4%-8,5% 5,4%-8,2% 5,7% 6,3%
Logistics real estate in the

Netherlands
4,0%-8,1% 4,4%-8,4% 5,1% 5,7%

* The above information contains the weighted average per building or building complex, the highest and lowest numbers shown in the range have always been eliminated.

Solar panels

in thousands € 2021 2020
Belgium 4.197 3.023
The Netherlands 1.097 557
TOTAL SOLAR PANELS 5.294 3.580
in thousands € 2021 2020
BALANCE SHEET AS AT 1 JANUARY 3.580 0
Transfer to other tangible non-current assets
0 1.592
Investments in new installations
990 786
Depreciation (of operational installations)
-246 -192
Revaluation to fair value (of operational installations)
970 1.394
BALANCE SHEET AS AT 31 DECEMBER 5.294 3.580

Since 2020, the solar panels have been valued on the basis of the revaluation model in accordance with IAS 16 Tangible non-current assets. After initial recognition, an asset whose fair value can be reliably determined must be booked at the revalued value, i.e. the fair value at the moment of the revaluation less any subsequently accumulated depreciation and subsequently accumulated impairment losses. The fair value is determined on the basis of the discounted future income and costs.

The useful life of the solar panels is estimated at 25 years without taking into account any residual value nor the cost of dismantling the installation. The solar panels have a drop in yield of 0,8% per year. The return requirement is calculated as a weighted average cost of capital in relation to the long-term interest rate, market risk premium and the country-specific risk.

Note 15. Current assets

Trade receivables

in thousands € 2021 2020
Trade receivables 952 697
Advance invoicing not yet due 11.893 10.336
Invoices to issue 1.281 459
Doubtful debtors 539 511
Provision for doubtful debtors -539 -511
Other trade receivables 153 103
TOTAL TRADE RECEIVABLES 14.279 11.595

For the determination of the provision for doubtful debts, an estimate of the expected losses on the outstanding trade receivables is made on a quarterly basis and write-downs are applied accordingly. In this way, the carrying amount of trade receivables approximates to their fair value.

Intervest maintains clear procedures for screening tenants when new lease agreements are concluded. Deposits or bank guarantees are also always insisted upon when entering into lease contracts. As at 31 December 2021, the effective weighted average duration of the rental deposits and bank guarantees for offices was approximately 5 months (or about € 11,5 million). As at 31 December 2021, the effective weighted average duration of the rental deposits and bank guarantees for the logistics portfolio was also approximately 5 months (or about € 17,9 million). The losses on lease receivables (with recovery) for the period 2012-2021 represent only 0,1% of total turnover. Despite the current economic situation that the COVID-19 pandemic has brought with it, the collection of lease receivables is in line with the normal payment pattern, which illustrates the quality of the tenant base. 99% of the rents for 2021 were received. As at 31 December 2021, Intervest therefore expects no material credit losses.

The advance invoicing not yet due relates to invoicing for the first quarter of 2022. Intervest applies a standard due date of 30 days after invoice date for all its outgoing invoices. Despite the corona crisis, the collection of rent and rent charge claims still follows a regular and consistent pattern.

Ageing analysis of trade receivables

in thousands € 2021 2020
Receivables < 30 days 428 134
Receivables 30-90 days 332 174
Receivables > 90 days 192 390
TOTAL TRADE RECEIVABLES 952 697

The increase in short-term claims is the result of the subsequent re-invoicing of the property tax that was only sent in the fourth quarter of 2021.

For the monitoring of the debtor's risk that Intervest deploys, please see the description of the chapter "Risk factors" (Operating risks - debtor's risks).

Tax receivables and other current assets

in thousands € 2021 2020
Taxes to be reclaimed 142 3.031
VAT to be reclaimed 105 2.889
VAT - estimated adjustments 0 0
Recoverable corporate tax in the Netherlands 37 142
Taxes (retained following the tax situation of the Group) 3.455 3.455
Recoverable corporate tax 185 185
Recoverable exit tax 459 459
Recoverable withholding tax on dividends paid and on liquidation bonuses 2.811 2.811
Other 1.343 53
TOTAL TAX RECEIVABLES AND OTHER CURRENT ASSETS 4.940 6.539

For the description of the Group's tax status, please see "Note 26. Conditional rights and obligations".

Deferred charges and accrued income

in thousands € 2021 2020
Incurred, non-expired property income 6.104 2.667
Recoverable property tax 3.111 2.667
Genk Green Logistics vacancy tax to be recovered 2.993 0
Recoverable claims 0 0
Prepaid property charges 95 1.331
Prepaid interest and other financial costs 0 0
Other 177 331
TOTAL DEFERRED CHARGES AND ACCRUED INCOME 6.376 4.329

Intervest recovers a majority of the property tax calculated on vacant parts of buildings through objections submitted to the Flanders Tax Administration. An objection has been submitted and a full recovery has been provided for the vacancy tax (wrongly) charged to Genk Green Logistics. After all, an agreement to suspend the vacancy tax until 28 October 2030 has been reached pursuant to a definitively concluded brownfield covenant.

The prepaid property charges are mainly study costs and preparations for possible acquisitions or divestments.

Note 16. Shareholders' equity

Share capital

The paid-up capital as at 31 December 2021 amounts to € 239.664.944,37 and is divided into 26.300.908 fully paid-up shares with no statement of nominal value.

The heading capital on the balance sheet also includes € 1.734.750 in costs for the capital increase of November 2018 and the capital increase of perimeter company Genk Green Logistics in December 2020.

in thousands € 2021 2020
Paid-up capital 239.665 232.373
Capital increase costs -1.735 -1.735
TOTAL CAPITAL 237.930 230.638

In financial year 2021 there was a capital increase as at 26 May 2021 in the form of an optional dividend for financial year 2020 with the issue of 800.236 new shares for an amount of € 15,4 million, more specifically, € 7,3 million in capital and € 8,1 million in share premium. The shares created provide an entitlement to dividend as from 1 January 2021.

The capital on the balance sheet as at 31 December 2021 amounts to € 238 million.

EVOLUTION OF THE PAID-UP CAPITAL Capital move
ment
share capital
outstanding
transaction
after the
Total
Number
created
shares
of shares
number
Total
Date Transaction in thousands € in units
08.08.1996 Foundation 62 62 1.000 1.000
05.02.1999 Capital increase by non-cash contribution
in kind (Atlas Park)
4.408 4.470 1.575 2.575
05.02.1999 Capital increase by incorporation of issue
premium and reserves and capital reduc
tion through the incorporation of losses
carried forward
-3.106 1.364 0 2.575
05.02.1999 Share split 0 1.364 1.073.852 1.076.427
05.02.1999 Capital increase by contribution in cash 1.039 2.403 820.032 1.896.459
29.06.2001 Merger by absorption of the limited liability
companies Catian, Innotech, Greenhill
Campus and Mechelen Pand
16.249 18.653 2.479.704 4.376.163
21.12.2001 Merger by absorption of companies
belonging to the VastNed Group
23.088 41.741 2.262.379 6.638.542
21.12.2001 Capital increase by non-cash contribution
(De Arend, Sky Building and Gateway
House)
37.209 78.950 1.353.710 7.992.252
31.01.2002 Contribution of 575.395 Siref shares 10.231 89.181 1.035.711 9.027.963
08.05.2002 Contribution of max. 1.396.110 Siref
shares in the context of the bid
24.824 114.005 2.512.998 11.540.961
28.06.2002 Merger with Siref nv;
exchange of 111.384 Siref shares
4.107 118.111 167.076 11.708.037
23.12.2002 Merger by absorption of the limited liability
companies Apibi, Pakobi, PLC, MCC and
Mechelen Campus
5.016 123.127 1.516.024 13.224.061
17.01.2005 Merger by absorption of the limited
liability companies of Mechelen Campus 2,
Mechelen Campus 4, Mechelen Campus 5
and Perion 2
3.592 126.719 658.601 13.882.662
18.10.2007 Merger by absorption of the limited
liability companies Mechelen Campus 3
and Zuidinvest
6 126.725 18.240 13.900.902
01.04.2009 Merger by absorption of the limited liability
company Edicorp
4 126.729 6.365 13.907.267
EVOLUTION OF THE PAID-UP CAPITAL Capital move
ment
share capital
outstanding
transaction
after the
Total
Number
created
shares
of shares
number
Total
25.05.2012 Capital increase through optional dividend
financial year 2011
2.666 129.395 292.591 14.199.858
23.05.2013 Capital increase through optional dividend
financial year 2012
2.051 131.447 225.124 14.424.982
28.05.2014 Capital increase through optional dividend
financial year 2013
3.211 134.657 352.36 14.777.342
22.12.2014 Capital increase through contribution in
kind in the framework of and including
a transaction equated with demerger or
partial demerger (Article 677 of the Belgian
Companies Code)
12.453 147.110 1.366.564 16.143.906
28.05.2015 Capital increase through optional dividend 870 147.980 95.444 16.239.350
25.05.2016 Capital increase through optional dividend 4.968 152.948 545.171 16.784.521
05.05.2017 Capital increase by contribution in kind of
real estate located in Aarschot
1.969 154.917 216.114 17.000.635
05.05.2017 Capital increase by contribution in kind of
real estate located in Oevel
2.906 157.823 318.925 17.319.560
22.05.2017 Capital increase through optional dividend 3.835 161.658 420.847 17.740.407
22.12.2017 Capital increase by contribution in kind of
real estate located in Zellik
6.062 167.720 665.217 18.405.624
22.05.2018 Capital increase through optional dividend 4.427 172.147 485.819 18.891.443
30.11.2018 Capital increase with irreducible
allocation rights
49.185 221.332 5.397.554 24.288.997
20.05.2019 Capital increase through optional dividend 3.353 224.685 368.006 24.657.003
26.05.2020 Capital increase through optional dividend 7.688 232.373 843.669 25.500.672
26.05.2021 Capital increase through optional divi
dend
7.292 239.665 800.236 26.300.908

Share premiums

in thousands € EVOLUTION OF SHARE PREMIUMS Capital
increase
Additional
contribution
in cash
Value
contribution
Share
premiums
Date Transaction
05.02.1999 Capital increase by contribution in cash 1.039 0 20.501 19.462
21.12.2001 Settlement of the accounting losses as
a result of the merger by acquisition of
the companies belonging to the VastNed
Group
0 0 0 -13.747
31.01.2002 Contribution of 575.395 Siref shares 10.231 1.104 27.422 16.087
08.05.2002 Contribution of max. 1.396.110 Siref
shares in the context of the bid
24.824 2.678 66.533 39.031
25.05.2012 Capital increase through optional dividend 2.666 0 5.211 2.545
23.05.2013 Capital increase through optional dividend 2.051 0 3.863 1.812
28.05.2014 Capital increase through optional dividend 3.211 0 7.075 3.864
22.12.2014 Capital increase through contribution in
kind in the framework of and including
a transaction equated with demerger
or partial demerger (Article 677 of the
Belgian Companies Code)
12.453 0 26.183 13.730
28.05.2015 Capital increase through optional dividend 870 0 2.305 1.436
25.05.2016 Capital increase through optional dividend 4.968 0 11.569 6.601
05.05.2017 Capital increase by contribution in kind of
real estate located in Aarschot
1.969 0 5.150 3.181
05.05.2017 Capital increase by contribution in kind of
real estate located in Oevel
2.906 0 7.600 4.694
22.05.2017 Capital increase through optional dividend 3.835 0 9.074 5.238
22.12.2017 Capital increase by contribution in kind of
real estate located in Zellik
6.062 0 13.770 7.708
22.05.2018 Capital increase through optional dividend 4.427 0 9.998 5.571
30.11.2018 Capital increase with irreducible allocation
rights
49.185 0 99.855 50.670
20.05.2019 Capital increase through optional dividend 3.353 0 8.575 5.221
26.05.2020 Capital increase through optional dividend 7.688 0 16.266 8.578
26.05.2021 Kapitaalverhoging door keuzedividend 7.292 0 15.429 8.136
TOTAL SHARE PREMIUMS
189.818

The share premiums amount to € 190 million as at 31 December 2021.

Reserves

For the movement of the reserves during financial year 2021, please see the statement of changes in consolidated equity.

The reserves are composed as follows.

in thousands € 2021 2020
Legal reserves 90 90
Reserve for the balance of changes in fair value of real estate properties 50.665 46.871
Reserve for the balance of changes in fair value of authorised hedging instruments
not subject to hedge accounting according to IFRS
-8.833 -6.522
Other reserves 20.319 17.865
Results carried forward from previous financial years 34.423 33.163
TOTAL RESERVES 96.664 91.467

Reserve for the impact on fair value of estimated mutation rights and costs resulting from the hypothetical disposal of investment properties

in thousands € 2021 2020
Balance at the end of the preceding financial year -30.210 -28.404
Changes in investment value of investment properties -7.545 -1.724
Acquisitions of investment properties during previous financial year -4.329 -1.531
Disposal of investment properties during previous financial year 0 1.441
Impact of transfer of solar panels from investment properties to non-current
tangible assets
0 8
TOTAL RESERVE for the impact on fair value of estimated mutation rights and
costs resulting from the hypothetical disposal of investment properties
-42.084 -30.210

The difference between the fair value of the real estate property (in accordance with IAS 40) and the investment value of the real estate property as determined by the independent property experts is included in this item.

Note 17. Provisions

in thousands € 2021 2020
Long-term provisions 0 0
Provision for rental guarantees from the sale of investment properties 0 0
Short-term provisions 0 978
Provision for rental guarantees from the sale of investment properties 0 978
TOTAL PROVISIONS 0 978

The Group granted the buyer of the Oudsbergen logistics site a rental guarantee in 2019. The rental guarantee was initially recognised on the balance sheet under the provisions for the maximum amount to be paid of € 3,8 million. The rental guarantee period expired as at 31 December 2021 and all amounts due were paid. Part of the initially created payment obligation has been released following leasings on the sold site and has therefore been taken back via the sales result for 2020 and 2021.

Note 18. Current liabilities

Trade debts and other current debts

in thousands € 2021 2020
Exit tax 1.028 1.582
Other 23.284 6.990
Suppliers 20.286 4.457
Tenants 652 645
Taxes, remunerations and social charges 2.346 1.888
TOTAL TRADE DEBTS AND OTHER CURRENT DEBTS 24.312 8.572

The exit tax contains an estimate for perimeter company Greenhouse Singel nv, which is paid at the beginning of 2022.

The increase in suppliers debts is due to the many ongoing project developments. The works carried out in December 2021 were often only invoiced in January 2022. These costs have already been provisioned as "invoice to be received". For Genk Green Logistics, there is also still a provision for the property tax (€ 1,7 million) for 2021, which must still be invoiced, and the charging of a vacancy tax (€ 3 million).

Other current liabilities

in thousands € 2021 2020
Dividends payable across previous financial years 177 177
Short-term liabilities to related parties 1.713 1.078
Miscellaneous debts 0 29
TOTAL OTHER CURRENT LIABILITIES 1.890 1.284

Current liabilities to affiliated parties comprise the current account with JM Construct nv and Hino Invest nv (affiliated parties with co-shareholders in perimeter company Genk Green Logistics nv).

in thousands € 2021 2020
Property revenue received in advance 13.991 15.419
Liabilities related to the compensation received for
early termination of lease agreements
0 417
Rental income invoiced in advance 11.755 13.060
Pre-invoiced provisions 1.415 1.329
Pre-invoiced - other 223 174
Other deferred income 598 439
Incurred, unexpired interests and other charges 2.209 3.136
Interests on the bond loans 0 1.066
Other interests and financial charges 1.083 942
Property costs to be allocated 1.126 1.128
Other 853 575
Other accrued charges 853 575
TOTAL ACCRUED CHARGES AND DEFERRED INCOME 17.053 19.129

Deferred charges and accrued income

The deferred charges and accrued income as at 31 December 2021 comprises € 14 million in property income received in advance. This mainly concerns advance invoicing for rental income and provisions for the first quarter of the following financial year, which add up to a total of € 13,4 million.

The incurred, unexpired interest and other costs amounts to € 2,2 million in 2021, the decrease is due to the repayment of the bond loan in April 2021.

Note 19. Non-current and current financial debts

For the description of the Financial structure of the company, please see the Report of the management board.

Classification by expiry date of withdrawn credit facilities

in thousands € 2021 2020
Debts with a remaining
duration of
Debts with a remaining
duration of
< 1 year > 1 year
and < 5
years
> 5 years TOTAL Percentage
share
< 1 year > 1 year
and < 5
years
> 5 years TOTAL Percentage
share
Credit institutions
and institutional
parties: withdrawn
credit facilities
650 296.119 124.939 421.708 80% 26.239 200.654 108.089 334.982 77%
Bond loan 0 0 0 0 0% 34.983 0 0 34.983 8%
Commercial paper 100.000 0 8.000 108.000 20% 62.300 0 5.000 67.300 15%
TOTAL 100.650 296.119 132.939 529.708 100% 123.522 200.654 113.089 437.265 100%
Share
percentage
19% 56% 25% 100% 28% 46% 26% 100%

Guarantees regarding financing

In addition to the requirement to maintain the RREC articles of association and the fulfilment of financial ratios imposed by the RREC Act, the bank credit agreements of Intervest are subject to compliance with financial ratios which are primarily related to the company's consolidated financial debt or its financial interest charges, the prohibition on the mortgaging or pledging of real estate investments and the pari passu treatment of creditors. The financial ratios limit the amount that could still be borrowed by Intervest.

For the purpose of the financing of the company, no mortgage registrations are made and no mortgage authorisations are permitted as at 31 December 2021.

For most financings, credit institutions generally require an interest coverage ratio of more than 2 (see description of the Financial structure in the Report of the management board).

These ratios are respected as at 31 December 2021. If Intervest would no longer respect these ratios, the financial institutions could demand that the financing agreements of the company are cancelled, renegotiated, terminated or prematurely repaid.

Classification by expiry date of credit lines

in thousands € 2021
2020
Debts with a remaining
duration of
Debts with a remaining
duration of
< 1 year > 1 year
and < 5
years
> 5 years TOTAL Percentage
share
< 1 year > 1 year
and < 5
years
> 5 years TOTAL Percentage
share
Credit institutions
and institutional
parties: withdrawn
credit facilities
650 296.119 124.939 421.708 65% 26.239 200.654 108.089 334.982 57%
Bond loan 0 0 0 0 0% 34.983 0 0 34.983 6%
Commercial paper:
withdrawn
100.000 0 8.000 108.000 17% 62.300 0 5.000 67.300 11%
Non-withdrawn
credit lines
7.479 110.215 0 117.694 18% 9.379 97.035 45.800 152.214 26%
TOTAL 108.129 406.334 132.939 647.402 100% 132.901 297.689 158.889 589.479 100%
Share
percentage
17% 63% 20% 100% 23% 50% 27% 100%

The table above includes an amount of € 118 million of non-withdrawn credit lines (€ 152 million as at 31 December 2020). Of this, € 40 million (€ 2,3 million) is kept available as hedging for the commercial paper programme. Consequently, as at 31 December 2021, Intervest has € 78 million of non-withdrawn credit lines available to finance its current project developments, future acquisitions and dividend payment in May 2022. Intervest also has over € 60 million of back-up lines available for the commercial paper programme, whereby the entire uptake via the commercial paper programme is hedged.

At the closing date, the non-withdrawn credit lines did not form any actual debt, but are only potential debt in the shape of an available credit line. The share percentage is calculated as the ratio of each component to the sum of the credit lines withdrawn, the credit lines not withdrawn and the outstanding bond loan.

Classification by variable or fixed interest character of credits withdrawn

in thousands € 2021 2020
TOTAL Percentage
share
TOTAL Percentage
share
Credit facilities with variable interest rate 199.708 38% 110.282 25%
Credit facilities covered by interest rate swaps and/or
floors
250.000 47% 255.000 58%
Credit facilities with fixed interest rate 80.000 15% 71.983 17%
TOTAL 529.708 100% 437.265 100%

In the above table "Classification by variable or fixed character of credit withdrawn at financial institutions and of the commercial paper programme", the share percentage is calculated as the ratio of each component to the sum of credits withdrawn.

Characteristics of the bond loan: Private placement of bonds for € 35 million

On 19 March 2014, Intervest realised a private placement of bonds for a total amount of € 60 million of which € 25 million was repaid in 2019. The remaining bond of € 35 million had an initial maturity of 7 years, generates a fixed annual gross return of 4,057% and had a maturity date of 1 April 2021.

Characteristics of the commercial paper

Intervest issued a commercial paper in July 2018 for a maximum amount of € 70 million to further diversify its financing sources, which was expanded to a maximum amount of € 120 million in 2020. Of this, € 100 million is planned for short-term issues and € 20 million for long-term issues.

As at 31 December 2021, € 100 million had been issued for the short term and € 8 million for the long term with a maturity date in 2028 and 2031.

The withdrawal is partially hedged (€ 60 million) by back-up lines from the assisting banks (Belfius Bank and KBC Bank) serving as guarantee for re-financing if it appears that the placement or extension of the commercial paper is only partially possible or not possible at all. The remaining € 40 million will be kept available on the traditional credit lines.

Note 20. Financial instruments

The main financial instruments of Intervest consist of financial and commercial receivables and debts, cash and cash equivalents, as well as interest rate swaps (IRS) and floor.

SUMMARY OF FINANCIAL INSTRUMENTS 2021 2020
in thousands € Categories Level Carrying
amount
Fair
value
Carrying
amount
Fair
value
FINANCIAL INSTRUMENTS ON ASSETS
Non-current assets
Financial non-current assets C 2 4.455 4.455 241 241
Trade receivables and other
non-current assets
A 2 80 80 135 135
Current assets
Trade receivables A 2 14.279 14.279 11.595 11.595
Cash and cash equivalents B 2 3.537 3.537 2.682 2.682
FINANCIAL INSTRUMENTS ON
LIABILITIES
Non-current liabilities
Non-current financial debts
(interest-bearing)
A 2 429.058 429.871 313.743 315.635
Other non-current financial liabilities C 2 11.423 11.423 10.917 10.917
Other non-current liabilities A 2 1.503 1.503 1.267 1.267
Current liabilities
Current financial debts A 2 100.650 100.650 123.522 123.809
Other current financial liabilities C 2 1 1 94 94
Trade debts and other current debts A 2 24.312 24.312 8.572 8.572
Other current liabilities A 2 1.890 1.890 1.284 1.284

The categories correspond to the following financial instruments:

  • A. financial assets or liabilities (including receivables and loans) held to maturity and measured at amortised cost
  • B. investments held to maturity and measured at amortised cost
  • C. assets and liabilities held at fair value via the income statement, with the exception of financial instruments defined as hedging instruments.

Financial instruments are recorded at fair value. The fair value is determined based on one of the following levels of the fair value hierarchy:

  • 〉 level 1: valuation is based on quoted market prices in active markets
  • 〉 level 2: valuation is based on (externally) observable information, either directly or indirectly
  • 〉 level 3: valuation is based either fully or partially on information that is not (externally) observable.

The financial instruments of Intervest correspond to level 2 of the fair value hierarchy. The valuation techniques regarding the fair value of level 2 financial instruments are as follows:

  • 〉 for the items "Financial non-current assets", "Other non-current financial liabilities" and "Other current financial liabilities", which apply to the interest rate swaps and the floor, the fair value is determined by means of observable data, namely the forward interest rates that apply to active markets, which are generally supplied by financial institutions
  • 〉 the fair value of the remaining level 2 financial assets and liabilities is practically the same as their carrying amount, either because they have a short-term maturity (such as trade receivables and debts) or because they carry a variable interest rate
  • 〉 when the fair value of the interest-bearing financial liabilities is calculated, the financial liabilities with a fixed interest rate are taken into account, and the future cash flows (interest and capital redemption) are discounted with a market-based yield.

Intervest employs interest rate swaps and floors to hedge potential changes in the interest charges on a portion of the financial liabilities that have a variable interest rate (the short-term Euribor rate). The interest rate swaps and floors are classified as derivatives, as financial instruments at fair value via the result. Intervest does not apply hedge accounting. The fluctuations in the fair value of the financial instruments are included in the income statement on the line "Changes in the fair value of financial assets and liabilities" in the financial result.

Fair value of financial derivatives

As at 31 December 2021, the company was in possession of the following financial derivatives.

Starting End date Interest Contractual Hedge Fair value
date rate notional
amount
accounting
in thousands € Yes/No 2021 2020
1 IRS 01.12.2016 01.12.2021 0,1200% 15.000 No 0 -93
Other current financial liabilities 0 -93
1 IRS 01.12.2016 01.12.2022 0,2200% 15.000 No 0 -224
2 IRS 22.03.2017 22.03.2024 0,4500% 10.000 No 0 -322
3 IRS 22.03.2017 22.03.2023 0,3300% 10.000 No 0 -197
4 IRS 01.10.2018 01.10.2025 0,8520% 10.000 No 0 -386
5 IRS 27.09.2018 27.09.2023 0,3930% 10.000 No 0 -259
6 IRS 28.09.2018 29.09.2023 0,4350% 10.000 No 0 -271
7 IRS 02.01.2019 02.01.2026 0,7275% 25.000 No 0 -847
8 IRS 18.06.2019 18.06.2025 0,6675% 15.000 No -387 -682
9 IRS 24.06.2019 22.06.2026 0,6425% 10.000 No -292 -547
10 IRS 13.05.2019 13.05.2026 0,2870% 10.000 No -155 -419
11 IRS 13.05.2019 13.05.2026 0,2780% 10.000 No 0 -338
12 IRS 10.07.2019 10.07.2024 -0,2975% 15.000 No 0 -121
13 IRS 26.06.2019 26.06.2025 -0,1770% 15.000 No 0 -221
14 IRS 08.01.2020 08.01.2027 0,4200% 35.000 No 0 -1.891
15 IRS 15.06.2020 15.01.2027 0,5850% 15.000 No -428 -851
16 IRS 15.06.2020 15.06.2026 0,5200% 10.000 No -237 -478
17 IRS 14.12.2020 14.12.2027 0,3800% 15.000 No -318 -858
18 IRS 01.04.2021 03.04.2028 0,6770% 10.000 No -247 0
19 IRS 06.04.2021 03.04.2028 0,6120% 25.000 No -488 0
20 IRS 18.08.2021 18.08.2028 0,2366% 20.000 No -227 0
21 IRS 30.06.2021 30.06.2028 0,7200% 25.000 No -2.939 0
22 IRS 30.06.2021 30.06.2027 0,6900% 35.000 No -3.323 0
Recognised under Other non-current financial liabilities -8.912
1 Floor 01.12.2016 01.02.2021 0,000% 27.500 No 0 13
2 Floor 13.05.2019 13.05.2022 0,2870% 10.000 No 21 0
3 Floor 14.12.2020 14.12.2022 0,3800% 15.000 No 76 0
Financial current assets 97 13
1 IRS 26.06.2019 26.06.2025 -0,1770% 15.000 No 25 0
2 IRS 10.07.2019 10.07.2024 -0,2975% 15.000 No 19 0
3 Floor 13.05.2019 13.05.2022 0,0000% 10.000 No 0 76
4 Floor 14.12.2020 14.12.2022 0,0000% 15.000 No 0 165
5 Floor 30.06.2021 30.06.2028 -1,0500% 25.000 No 1.912 0
6 Floor 30.06.2021 30.06.2027 -1,0000% 35.000 No 2.044 0
7 Floor 18.08.2021 18.08.2024 0,0000% 20.000 No 217 0
8 Floor 01.02.2021 01.02.2023 0,0000% 30.000 No 168 0
9 IRS 01.02.2021 01.02.2028 0,0030% 30.000 No 70 0
Non-current financial assets 4.455 241
TOTAL FAIR VALUE OF FINANCIAL DERIVATIVES -4.489 -8.751
Accounting processing as at 31 December 2020
In shareholders' equity: Reserve for the balance of changes in fair value of

authorised hedging instruments not subject to hedge accounting
-8.751 -6.492
In the income statement: Changes in fair value of financial assets and liabilities
4.262 -2.259
TOTAL FAIR VALUE OF FINANCIAL DERIVATIVES -4.489 -8.751

As at 31 December 2021, the interest rate swaps had a negative market value of € -4,5 million (contractual notional amount of € 250 million), which is determined by the issuing financial institution on a quarterly basis.

Management of financial risks

The major financial risks of Intervest are the financing risk, liquidity risk and the interest rate risk.

Financing risk

For the description and management of this risk, please refer to Financial risks in the Risk factors section.

For financing real estate, Intervest always strives for a balance between shareholders' equity and borrowed capital. In addition, Intervest aims to safeguard its access to the capital market through the transparent disclosure of information, by maintaining regular contacts with financiers and (potential) shareholders and by increasing the liquidity of the share. Finally, with respect to long-term financing, it aims for a balanced spread of refinancing dates and a weighted average duration between 3.5 and 5 years. This may be temporarily deviated from should specific market conditions require it. The average remaining duration of the long-term credit agreements as at 31 December 2021 is 4,1 years. Intervest has also diversified its funding sources by using ten European financial institutions and issuing bond loans.

More information about the composition of the credit portfolio of Intervest can be found in the section entitled "Financial structure" in the Activities report - Financial report and also in "Note 19. Non-current and current financial debts" in the Financial statements.

Liquidity risk

For the description and management of this risk, please refer to Financial risks in the Risk factors section.

The bank credit agreements of Intervest are subject to compliance with financial ratios, which are primarily related to the consolidated financial debt level of Intervest or its financial interest charges. To be able to call on this credit margin, the conditions of credit facilities must be complied with on a continuous basis. As at 31 December 2021, the company still had approx. € 78 million of available credit lines with its financiers for the purpose of absorbing fluctuations in liquidity requirements and additional investments.

More information about the composition of the credit portfolio of Intervest can be found in the section entitled "Financial structure" in the Activities report - Financial report and also in "Note 19. Non-current and current financial debts" in the Financial statements.

Interest rate risk

For the description and management of this risk, please refer to Financial risks in the Risk Factors section.

As a result of financing with borrowed capital, the yield is also dependent on interest rate developments. In order to reduce this risk, when composing the loan portfolio, the company aims for a ratio of one third borrowed capital with a variable interest rate and two-thirds borrowed capital with a fixed interest rate. Depending on how the interest rates develop, a temporary deviation is possible. Furthermore, for long-term borrowed capital, a balanced spread of interest rate review dates and a minimum duration of 3 years are targeted. As at 31 December 2021, the interest rates on the hedges (including financing with fixed interest rate) of the company remain fixed for a remaining average duration of 5,0 years.

More information about the composition of the credit portfolio of Intervest can be found in the section entitled "Financial structure" in the Activities report - Financial report and also in "Note 19. Non-current and current financial debts" and "Note 12. Net interest charges" in the Financial statements.

Note 21. Deferred tax - liabilities

in thousands € 2021 2020
Provision for deferred taxes with regard to Belgium 1.316 1.281
Provision for deferred taxes with regard to The Netherlands 25.109 12.793
TOTAL OF DEFERRED TAX - LIABILITIES 26.425 14.074

The deferred taxes contain a provision for deferred taxes on non-realised increases on the investment properties belonging to the perimeter companies of the Group in Belgium and the Netherlands. The increase in deferred taxes relating to the Netherlands is a direct consequence of the revaluation of the property portfolio located in the Netherlands as a result of the further tightening of yields.

Note 22. Calculation of debt ratio

in thousands € Note 2021 2020
Non-current financial debts 18 429.058 313.743
Other non-current financial liabilities (excl. financial derivatives) 2.382 2.005
Trade debts and other non-current debts 1.503 1.267
Current financial debts 18 100.650 123.522
Other current financial liabilities (excluding financial derivatives) 1 1
Trade debts and other current debts 17 24.312 8.572
Other current liabilities 17 1.890 1.284
Total liabilities for calculation of debt ratio 559.796 450.394
Total assets (excl. financial derivatives) 1.244.298 1.047.738
DEBT RATIO 45,0% 43,0%

For the further description of the evolution of the debt ratio, please see the explanation of the "Financial structure" in the Activities report - Financial report.

Note 23. Affiliated parties

The affiliated parties with whom the company trades are its shareholders and affiliated companies, as well as its perimeter companies (see Note 24) and its members of the supervisory board and the management board.

Relation with the affiliates

in thousands € 2021 2020
JM Construct nv
Co-shareholder of Genk Green Logistics
Short-term liabilities (current account) to JM Construct 478 348
Interest charged to C/A JM Construct 11 86
Hino Invest nv
Co-shareholder of Genk Green Logistics
Current liabilities (current account) to Hino Invest 1.234 731
Interest charged to C/A Hino Invest 23 100

Members of the supervisory board and the management board

Remuneration for the members of the supervisory board and the management board is recognised in the items "Property management costs" and "General costs" (see Notes 5 and 6). More details of the composition of the remuneration of the members of the management board can be found in "Note 7. Employee benefits".

in thousands € 2021 2020
Members of the supervisory board 245 233
Members of the management board 1.641 1.897
TOTAL 1.886 2.130

Note 24. List of the consolidated companies

The companies below are consolidated by the method of full consolidation.

company
Name
Address Enterprise
number
Capital share
(in %)
annual accounts
participation in
the statutory
Value of the
interests
Minority
(in thousands €)
(in thousands €) 2021 2020
Aartselaar Business
Center nv
Uitbreidingstraat 66
2600 Berchem
BE 0466.516.748 100% € -161 0 0
Mechelen Business
Center nv
Uitbreidingstraat 66
2600 Berchem
BE 0467.009.765 100% € 4.103 0 0
Mechelen Research
Park nv
Uitbreidingstraat 66
2600 Berchem
BE 0465.087.680 100% € 5.990 0 0
Genk Green
Logistics nv
Uitbreidingstraat 66
2600 Berchem
BE 0701.944.557 50% € 14.023 14.023 7.196
Gencor nv Uitbreidingstraat 66
2600 Berchem
BE 0475.805.091 100% € 0 0 0
Puurs Green
Logistics nv
Uitbreidingstraat 66
2600 Berchem
BE 0882.088.997 100% € 11.765 0 0
Greenhouse Singel
nv (voorheen
Tervueren Invest)
Uitbreidingstraat 66
2600 Berchem
BE 0476.212.986 100% € 13.954 0 0
Intervest
Nederland
Coöperatief U.A.
Lichttoren 32
5611 BJ Eindhoven
Nederland
NL857537349B01 100% € 150.573 0 0
Perimeter companies of Intervest Nederland Coöperatief U.A.*
Intervest Tilburg 1 bv NL857541122B01 100%
Intervest Tilburg 2 bv NL859485869B01 100%
Intervest Raamsdonksveer 1 bv NL857780001B01 100%
Intervest Raamsdonksveer 2 bv NL858924900B01 100%
Intervest Raamsdonksveer 3 bv NL859446013B01 100%
Intervest Eindhoven 1 bv NL858924894B01 100%
Intervest Vuren 1 bv NL856350412B01 100%
Intervest Roosendaal 1 bv NL859095277B01 100%
Intervest Roosendaal 2 bv NL859485778B01 100%
Intervest Roosendaal 3 bv NL859683059B01 100%
Intervest Venlo 1 bv NL859752458B01 100%
Intervest Nijmegen 1 bv NL859957743B01 100%
Intervest Den Bosch 1 bv NL860294869B01 100%
Intervest Breda 1 bv NL862636693B01 100%
TOTAL MINORITY INTERESTS 14.023 7.196

* All Intervest companies in the Netherlands are established at Lichttoren 32, 5611 BJ in Eindhoven.

As a result of the expansion of Intervest's real estate portfolio in the Netherlands, Intervest Nederland Coöperatief U.A. was incorporated in 2017. The other Dutch private limited companies are perimeter companies of Intervest Nederland Coöperatief U.A. and hold the real estate.

As at 31 December 2021 Intervest has full control of the perimeter company Genk Green Logistics nv, as a consequence the company is fully consolidated. As at 31 December 2021 the minority interest relating to Genk Green Logistics amounts to € 14,0 million (€ 7,2 million as at 31 December 2020). The increase of € 6,8 million is mainly due to the increase in the fair value of investment properties, given the leasing and completion of the additional units and the further tightening of returns on logistics property.

The most important balance sheet and result data for Genk Green Logistics are:

in thousands € 2021 2020
Investment properties 56.673 25.879
Shareholders' equity 28.046 14.393
Non-current liabilities 15.896 10.400
Current liabilities 19.175 3.295
Rental income 613 0
Net result 13.282 5.258
EPRA result 670 -50

Note 25. Fee for the statutory auditor and entities affiliated with the statutory auditor

in thousands € - excl. VAT 2021 2020
Statutory auditor's fee 113 103
Remuneration for exceptional activities or special assignments carried out
within the company by the statutory auditor
Other control assignments 18 19
Tax advice assignments 0 0
Other non-auditing assignments 11 94
Remuneration for exceptional activities or special assignments carried out
within the company by persons with whom the statutory auditor is associated
Other control assignments 66 0
Tax advice assignments 0 2
Other non-auditing assignments 12 0
TOTAL FEE FOR AUDITOR AND ENTITIES AFFILIATED WITH THE
STATUTORY AUDITOR
220 218

Note 26. Conditional rights and obligations

Disputed tax assessments

With the RREC Act (formerly the Royal Decree of 7 December 2010 and the Royal Decree of 10 April 1995), the legislator gave a transparent tax status to RRECs. If a company converts its status into that of an RREC, or if an (ordinary) company merges with a RREC, it must pay a one-off tax (exit tax). After that, the RREC is only subject to taxes on very specific elements, such as "rejected expenses". No corporate tax whatsoever is thus paid for the majority of the profit that is gained from leases and added value gained from the sale of immovable property.

According to the tax legislation, the taxable basis is to be calculated as the difference between the actual value of the company's assets and the (fiscal) book value. The Minister of Finance has decided by circular (dated 23 December 2004) that the transfer costs related to the transaction need not be taken into account when determining the fair value, but specifies that the securitisation premium does remain subject to company tax. Tax assessments based on the securitisation premium would therefore indeed be owed. Intervest disputed this interpretation and has notices of objection that are pending, amounting to a total of about € 4 million.

At present, the tax still to be paid plus interest on arrears is approximately € 6,7 million in accordance with the assessments registered. That said, an exemption has not yet been granted concerning the specific provision (since the circular letter dated 23 December 2004) that stipulates that the value of the property when transfer costs are paid by the buyer must apply when calculating the exit tax, as opposed to the value of the property when transfer costs are paid by the seller. In the opinion of Intervest, the only real tax dispute centres around the standpoint that the securitisation premium must be taken into consideration when determining the exit tax (the total tax debt then comes to approx. € 4 million instead of approx. € 6,7 million). No provision was made for these disputed tax declarations.

As at 2 April 2010, in a lawsuit between another Belgian public RREC (at the time property investment fund) and the Belgian State concerning this issue, the Court of First Instance in Leuven ruled that there is no reason "why the actual value of the company's assets on the date that it is recognised as a property investment fund by the Financial Markets and Services Authority (FSMA) could not be lower than the price of the shares that were offered to the public".

These additional tax debts, amounting to approx. € 4 million, are being guaranteed by Siref's two former promoters. As a result of Siref's recognition as a property investment fund, and within the context of the approval of the prospectus of the Siref property investment fund with a view to obtaining a listing on the stock exchange, these promoters submitted a unilateral declaration dated 8 February 1999 to the FSMA in which they state that they will pay the exit tax that will be owed in the case of an amendment to the return. That said, in a letter dated 24 May 2012, one of these promoters disputes that Intervest can claim rights from this declaration.

In 2008, the tax authorities (Collection and Recovery Department) took out a legal mortgage on a single logistics property on the Dijkstraat in Aartselaar as a guarantee against the outstanding tax debt. After the sale of this logistics property in 2019, a legal mortgage was registered in exchange on one logistics property located on the Nieuwlandlaan in Aarschot.

In 2013, the tax authorities refused one of the notices of objection and Intervest submitted a petition to the Court of First Instance in Antwerp. The Court of First Instance rejected the petition of Intervest in a judgement as at 3 April 2015. The company appealed against such judgement, where, in its judgement dated 25 April 2017, the Court of Appeal declared the appeal of Intervest unfounded, however, and ratified the disputed judgement dated 3 April 2015.

As at29 January 2018, Intervest filed a cassation appeal against the above-mentioned judgement of the Antwerp Court of Appeal dated 25 April 2017. As at 28 November 2019, the Court of Cassation annulled the ruling of the Court of Appeal and clearly stated that: "The actual value of the company's assets is the actual value of the company's assets, less the provisions and debts. The securitisation premium, being the additional price on top of the net assets of the company, which the investor is prepared to pay for the shares in the property investment fund due to its special characteristics, does not form part of these assets." The case has now been referred to the Ghent Court of Appeal where it is currently pending. The processing of the other objections has been provisionally suspended.

Off-balance sheet obligations

As at 31 December 2021, Intervest had the following liabilities or obligations:

Via its 50% shareholding in Genk Green Logistics (GGL), Intervest indirectly has an obligation to achieve the result of guaranteeing minimum employment in the context of the GGL project. Compliance with this obligation to achieve a result is measured at two points in time, namely 31 December 2030 and 31 December 2036, increased by the number of calendar days of delay with regard to the delivery of the infrastructure works in zone A by De Vlaamse Waterweg, contractually determined as at 31 December 2021. In the event of non-compliance, a penalty of a maximum € 2 million can be imposed for Genk Green Logistics.

Intervest has also, together with JM Construct, jointly and severally guaranteed the payment by GGL of infrastructure construction costs amounting to € 4 million with respect to De Vlaamse Waterweg.

Furthermore, Intervest has an investment commitment of € 5 million for the further completion of the Herentals Green Logistics project and indirectly, via its 100% shareholding in Greenhouse Singel nv, an investment commitment of € 4 million for the project development Greenhouse Collection at the Singel.

Conflicts of interest

No specific conflicts of interest arose during the course of 2021 that need to be disclosed in the Annual Report in accordance with the Companies and Associations Code and/or the RREC Legislation.

Note 27. Events after the balance sheet date

In the first quarter of 2022, an addendum to the nine-year fixed lease agreement was concluded with Enterprise Services Belgium, tenant in Mechelen Business Tower, whereby a part of the leased space is terminated by the tenant. To compensate for this exceptional early termination, a termination indemnity payment is owed which includes the missed rent of this space for the remaining term of the contract and compensation for one year of common charges. The total amount due of € 2,9 million has in the meantime been received from the tenant. The proceeds come fully to the benefit of EPRA earnings in 2022.

Russia's invasion of Ukraine has shocked the world. Since 24 February 2022, a war has been raging within Europe, with the situation changing from hour to hour. The military invasion of Ukraine by Russia, the related sanctions imposed by other countries can have a major impact on companies and organisations and can lead to a further rise in inflation, a fall in general economic sentiment and, in general, to a worsening of the economic situation and even a recession. The possible consequences for Intervest will rather be of an indirect nature such as rising energy prices, increased interest costs, limited availability of materials, etc. and will become clearer in the course of 2022. Further information on the various risks and the control measures that Intervest has in place for this can be found under Risk factors in the Annual Report 2021.

In addition to the above, there are no significant events to be mentioned that occurred after the closing of the balance sheet as at 31 December 2021.

7 Statutory auditor's report1

Fout! Geen tekst met de opgegeven stijl in het document. Document subtitle= Verdana Heading 12 0/0 single

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Statutory auditor's report to the shareholders' meeting of Intervest Offices & Warehouses NV/SA for the year ended 31 December 2021 - Consolidated financial statements

In the context of the statutory audit of the consolidated financial statements of Intervest Offices & Warehouses NV/SA ("the company") and its subsidiaries (jointly "the group"), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.

We were appointed in our capacity as statutory auditor by the shareholders' meeting of 24 April 2019, in accordance with the proposal of the board of directors ("bestuursorgaan" / "organe d'administration") issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders' meeting deliberating on the financial statements for the year ending 31 December 2021. We have performed the statutory audit of the consolidated financial statements of Intervest Offices & Warehouses NV/SA for 21 consecutive periods.

Report on the consolidated financial statements

Unqualified opinion

We have audited the consolidated financial statements of the group, which comprise the consolidated balance sheet as at 31 December 2021, the consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 1 248 850 (000) EUR and the consolidated income statement shows a net result for the year then ended of 104 741 (000) EUR.

In our opinion, the consolidated financial statements give a true and fair view of the group's net equity and financial position as of 31 December 2021 and of its consolidated results and its consolidated cash flow 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.

Basis for the unqualified opinion Intervest Offices & Warehouses NV, Openbare

We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the "Responsibilities of the statutory auditor for the audit of the consolidated financial statements" section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence. Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021 gereglementeerde vastgoedvennootschap naar Belgisch recht Verslag van de commissaris aan de algemene vergadering over het boekjaar afgesloten op 31 december 2020 - Geconsolideerde jaarrekening

We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit. Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Valuation of investment properties

transactions.

operates.

have a significant impact on the consolidated net result for the period and equity. • The portfolio includes completed investments and properties under construction. • Acquisitions and divestments of investment properties are individually significant

• The Group uses professionally qualified external valuers to fair value the Group's portfolio at three-monthly intervals. The valuers are engaged by the Directors and performed their work in accordance with the Royal Institute of Chartered Surveyors ('RICS') Valuation – Professional Standards. The valuers used by the Group have considerable experience in the markets in which the Group

• The portfolio is valued by the investment method of valuation with development properties valued by the same methodology with a deduction for all costs necessary to complete the development together with a remaining allowance for risk. The key inputs into the valuation exercise are yields and current market rent, which are influenced by prevailing market forces, comparable transactions and the specific characteristics of

each property in the portfolio. • Therefore, the audit risk appears in the assumptions and critical judgment linked to

We refer to the consolidated financial statements, including notes to the consolidated financial statements: Note 2, Principles of financial reporting; Note 14, non-current assets.

those key inputs. Reference to disclosures

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current 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.

1

2

properties.

the yield.

and occupancy.

development milestones.

• We assessed the competence, independence and integrity of the external valuers. • We discussed and challenged the valuation process, performance of the portfolio and significant assumptions and critical judgement areas, including occupancy rates, yields and

• We benchmarked and challenged the key assumptions to external industry data and comparable property transactions, in particular

• We performed audit procedures to assess the integrity and completeness of information provided to the independent valuers relating to rental income, key rent contract characteristics

• We agreed the amounts per the valuation reports to the accounting records and from there we agreed the related balances through

• As part of our audit procedures performed on the acquisitions and divestments of investment properties we examined significant contracts and documentation on the accounting treatment applied to these transactions. • Furthermore, we assessed the appropriateness of the disclosures provided on the fair values of

to the financial statements.

investment properties.

Key audit matters How our audit addressed the key audit matters

1 The statutory auditor has agreed to the inclusion of its report in this Annual Report. The information has been presented correctly and, to Intervest's best knowledge and insofar as it was able to deduce from the information published by the statutory auditor, no facts have been omitted that could cause the information presented to be incorrect or misleading. • Investment properties (1 208 944 (000) EUR) represent 97% of the consolidated balance sheet total as at 31 December 2021. Changes in the fair values of the investment properties • We considered the internal control implemented by management and we carried out testing relating to the design and implementation of controls over investment

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current 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

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Key audit matters
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
How our audit addressed the key audit matters
consolidated financial statements of the current period. These matters were addressed in the context of our audit of
Valuation of investment properties
the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a

Investment properties (1 208 944 (000) EUR)
separate opinion on these matters.
represent 97% of the consolidated balance
sheet total as at 31 December 2021. Changes
Key audit matters
in the fair values of the investment properties
have a significant impact on the consolidated
Valuation of investment properties
net result for the period and equity.

We considered the internal control
implemented by management and we carried
out testing relating to the design and
How our audit addressed the key audit matters
implementation of controls over investment
properties.

Investment properties (1 208 944 (000) EUR)

The portfolio includes completed investments
represent 97% of the consolidated balance
and properties under construction.
sheet total as at 31 December 2021. Changes


We considered the internal control
We assessed the competence, independence
implemented by management and we carried
and integrity of the external valuers.
in the fair values of the investment properties

Acquisitions and divestments of investment
have a significant impact on the consolidated
properties are individually significant
net result for the period and equity.
transactions.
out testing relating to the design and

We discussed and challenged the valuation
implementation of controls over investment
process, performance of the portfolio and
properties.
significant assumptions and critical judgement

areas, including occupancy rates, yields and
We assessed the competence, independence

The portfolio includes completed investments

The Group uses professionally qualified
and properties under construction.
development milestones.
and integrity of the external valuers.
external valuers to fair value the Group's
portfolio at three-monthly intervals. The

Acquisitions and divestments of investment
valuers are engaged by the Directors and
properties are individually significant
performed their work in accordance with the
transactions.
Royal Institute of Chartered Surveyors ('RICS')

The Group uses professionally qualified
Valuation – Professional Standards. The
external valuers to fair value the Group's
valuers used by the Group have considerable
portfolio at three-monthly intervals. The
experience in the markets in which the Group
valuers are engaged by the Directors and
operates.
performed their work in accordance with the


We benchmarked and challenged the key
We discussed and challenged the valuation
assumptions to external industry data and
process, performance of the portfolio and
comparable property transactions, in particular
significant assumptions and critical judgement
the yield.
areas, including occupancy rates, yields and
development milestones.

We performed audit procedures to assess the

integrity and completeness of information
We benchmarked and challenged the key
provided to the independent valuers relating to
assumptions to external industry data and
rental income, key rent contract characteristics
comparable property transactions, in particular

The portfolio is valued by the investment
Royal Institute of Chartered Surveyors ('RICS')
and occupancy.
the yield.
method of valuation with development
Valuation – Professional Standards. The
properties valued by the same methodology
valuers used by the Group have considerable
with a deduction for all costs necessary to
experience in the markets in which the Group
complete the development together with a
operates.
remaining allowance for risk. The key inputs

We agreed the amounts per the valuation

We performed audit procedures to assess the
reports to the accounting records and from
integrity and completeness of information
there we agreed the related balances through
provided to the independent valuers relating to
to the financial statements.
rental income, key rent contract characteristics

The portfolio is valued by the investment
into the valuation exercise are yields and
method of valuation with development
current market rent, which are influenced by
properties valued by the same methodology
prevailing market forces, comparable
with a deduction for all costs necessary to
transactions and the specific characteristics of
complete the development together with a
each property in the portfolio.
and occupancy.

As part of our audit procedures performed on
the acquisitions and divestments of investment

We agreed the amounts per the valuation
properties we examined significant contracts
reports to the accounting records and from
and documentation on the accounting
there we agreed the related balances through
treatment applied to these transactions.
to the financial statements.
remaining allowance for risk. The key inputs

Therefore, the audit risk appears in the
into the valuation exercise are yields and
assumptions and critical judgment linked to
current market rent, which are influenced by
those key inputs.
prevailing market forces, comparable

Furthermore, we assessed the appropriateness

As part of our audit procedures performed on
of the disclosures provided on the fair values of
the acquisitions and divestments of investment
investment properties.
properties we examined significant contracts
transactions and the specific characteristics of
Reference to disclosures
and documentation on the accounting
each property in the portfolio.
We refer to the consolidated financial statements,

Therefore, the audit risk appears in the
treatment applied to these transactions.

Furthermore, we assessed the appropriateness

of the disclosures provided on the fair values of

investment properties.

Key audit matters

separate opinion on these matters.

2

2

including notes to the consolidated financial statements: Note 2, Principles of financial reporting; Note 14, non-current assets.

those key inputs. Reference to disclosures

assumptions and critical judgment linked to

We refer to the consolidated financial statements, including notes to the consolidated financial statements: Note 2, Principles of financial reporting; Note 14, non-current assets.

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021 Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Responsibilities of the board of directors for the preparation of the consolidated financial statements Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

Key audit matters

The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the 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. 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. Key audit matters How our audit addressed the key audit matters

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 to be considered for 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 other realistic alternative but to do so. Valuation of investment properties • Investment properties (1 208 944 (000) EUR) represent 97% of the consolidated balance sheet total as at 31 December 2021. Changes • We considered the internal control implemented by management and we carried out testing relating to the design and

Responsibilities of the statutory auditor for the audit of the consolidated financial statements in the fair values of the investment properties have a significant impact on the consolidated implementation of controls over investment properties.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory 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 ISA 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 users taken on the basis of these consolidated financial statements. net result for the period and equity. • The portfolio includes completed investments and properties under construction. • Acquisitions and divestments of investment properties are individually significant • We assessed the competence, independence and integrity of the external valuers. • We discussed and challenged the valuation process, performance of the portfolio and significant assumptions and critical judgement

During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company's business has been conducted or will be conducted. transactions. • The Group uses professionally qualified external valuers to fair value the Group's portfolio at three-monthly intervals. The areas, including occupancy rates, yields and development milestones. • We benchmarked and challenged the key assumptions to external industry data and

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: valuers are engaged by the Directors and performed their work in accordance with the Royal Institute of Chartered Surveyors ('RICS') comparable property transactions, in particular the yield.

  • 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 an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; Valuation – Professional Standards. The valuers used by the Group have considerable experience in the markets in which the Group operates. • The portfolio is valued by the investment • We performed audit procedures to assess the integrity and completeness of information provided to the independent valuers relating to rental income, key rent contract characteristics and occupancy.
  • obtain an understanding of internal control 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; method of valuation with development properties valued by the same methodology with a deduction for all costs necessary to complete the development together with a • We agreed the amounts per the valuation reports to the accounting records and from there we agreed the related balances through
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors; remaining allowance for risk. The key inputs into the valuation exercise are yields and to the financial statements. • As part of our audit procedures performed on
  • conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors 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 statutory auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the group to cease to continue as a going concern; current market rent, which are influenced by prevailing market forces, comparable transactions and the specific characteristics of each property in the portfolio. • Therefore, the audit risk appears in the assumptions and critical judgment linked to those key inputs. the acquisitions and divestments of investment properties we examined significant contracts and documentation on the accounting treatment applied to these transactions. • Furthermore, we assessed the appropriateness of the disclosures provided on the fair values of investment properties.
  • evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Reference to disclosures We refer to the consolidated financial statements, including notes to the consolidated financial
  • obtain sufficient appropriate audit evidence regarding the financial information of the entities and 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. statements: Note 2, Principles of financial reporting; Note 14, non-current assets.

3

2

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

We communicate with the audit committee regarding, amongst 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 we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to 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 report unless law or regulation precludes any 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 directors' report on the consolidated financial statements. Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Responsibilities of the statutory auditor

Statements regarding independence

consolidated financial statements.

Single European Electronic Format (ESEF)

17 December 2018 ("Delegated Regulation").

statements") included in the annual financial report.

4

the Delegated Regulation.

the Delegated Regulation.

5

As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director's report on the consolidated financial statements, as well as to report on these matters.

Aspects regarding the directors' report on the consolidated financial statements and other information disclosed in the annual report on the consolidated financial statements

In our opinion, after performing the specific procedures on the directors' report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations.

In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors' report on the consolidated financial statements and the other information included in the annual report on the consolidated financial statements being the required parts of the annual report of Intervest Offices & Warehouses NV in accordance with articles 3:32 and 3:6 of the Code of companies and Associations as set out in the following chapters of the annual financial report: Risk factors, Corporate Governance Statement, Real Estate report – 1.1 Transactions and developments in 2021, Activity report – 2.1. Financial results 2021, Activity report - 4. Prospects 2022, are free of material misstatements, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such a material misstatement.

• Our audit firm and our network have not performed any prohibited services and our audit firm has remained

In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815 of

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 ("digital consolidated financial

Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated by

Based on our work, in our opinion, the format and the tagging of information in the official dutch version of the digital consolidated financial statements included in the annual financial report of Intervest Offices & Warehouses NV as of 31 December 2021 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by

• The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the

independent from the group during the performance of our mandate.

and 3:6 of the Code of companies and Associations as set out in the following chapters of the annual financial report: Risk factors, Corporate Governance Statement, Real Estate report – 1.1 Transactions and developments in 2021, Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Statements regarding independence Key audit matters • This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.

Other statements

we are not aware of such a material misstatement.

the annual report on the consolidated financial statements

• Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of Signed at Zaventem.

Key audit matters How our audit addressed the key audit matters

Activity report – 2.1. Financial results 2021, Activity report - 4. Prospects 2022, are free of material misstatements, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed,

• The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements. the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The statutory auditor

Aspects regarding the directors' report on the consolidated financial statements and other information disclosed in

In our opinion, after performing the specific procedures on the directors' report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations. In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors' report on the consolidated financial statements and the other information included in the annual report on the consolidated financial statements being the required parts of the annual report of Intervest Offices & Warehouses NV in accordance with articles 3:32

Single European Electronic Format (ESEF) Valuation of investment properties

In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815 of 17 December 2018 ("Delegated Regulation"). • Investment properties (1 208 944 (000) EUR) represent 97% of the consolidated balance sheet total as at 31 December 2021. Changes in the fair values of the investment properties have a significant impact on the consolidated • We considered the internal control implemented by management and we carried out testing relating to the design and implementation of controls over investment Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL

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 ("digital consolidated financial statements") included in the annual financial report. net result for the period and equity. • The portfolio includes completed investments and properties under construction. properties. • We assessed the competence, independence and integrity of the external valuers. Represented by Rik Neckebroeck

Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated by the Delegated Regulation. • Acquisitions and divestments of investment properties are individually significant transactions. • We discussed and challenged the valuation process, performance of the portfolio and significant assumptions and critical judgement Intervest Offices & Warehouses NV/SA, Public regulated real estate company under Belgian law | 31 December 2021

Based on our work, in our opinion, the format and the tagging of information in the official dutch version of the digital consolidated financial statements included in the annual financial report of Intervest Offices & Warehouses NV as of 31 December 2021 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation. • The Group uses professionally qualified external valuers to fair value the Group's portfolio at three-monthly intervals. The valuers are engaged by the Directors and areas, including occupancy rates, yields and development milestones. • We benchmarked and challenged the key assumptions to external industry data and

comparable property transactions, in particular

rental income, key rent contract characteristics

• We agreed the amounts per the valuation reports to the accounting records and from there we agreed the related balances through

• As part of our audit procedures performed on the acquisitions and divestments of investment properties we examined significant contracts and documentation on the accounting treatment applied to these transactions. • Furthermore, we assessed the appropriateness of the disclosures provided on the fair values of

to the financial statements.

investment properties.

Royal Institute of Chartered Surveyors ('RICS') Other statements

Valuation – Professional Standards. The valuers used by the Group have considerable experience in the markets in which the Group • We performed audit procedures to assess the integrity and completeness of information provided to the independent valuers relating to • This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.

the yield.

and occupancy.

operates. Signed at Zaventem.

• The portfolio is valued by the investment The statutory auditor

5

2

each property in the portfolio. • Therefore, the audit risk appears in the assumptions and critical judgment linked to Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL Represented by Rik Neckebroeck

performed their work in accordance with the

method of valuation with development properties valued by the same methodology with a deduction for all costs necessary to complete the development together with a remaining allowance for risk. The key inputs into the valuation exercise are yields and current market rent, which are influenced by prevailing market forces, comparable transactions and the specific characteristics of

We refer to the consolidated financial statements, including notes to the consolidated financial statements: Note 2, Principles of financial

reporting; Note 14, non-current assets. Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE86 5523 2431 0050 - BIC GKCCBEBB

Member of Deloitte Touche Tohmatsu Limited

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL

Member of Deloitte Touche Tohmatsu Limited

Registered Office: Gateway building, Luchthaven Brussel Nationaal 1 J, B-1930 Zaventem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE86 5523 2431 0050 - BIC GKCCBEBB

those key inputs. Reference to disclosures

8 Statutory annual accounts Intervest Offices & Warehouses nv

The statutory annual accounts of Intervest Offices & Warehouses nv are prepared according to the IFRS standards and in accordance with the RREC Royal Decree of 13 July 2014. The entire version of the statutory annual accounts of Intervest Offices & Warehouses nv, along with the Annual Report and the Report of the statutory auditor, will be deposited within the legal time frame at the National Bank of Belgium and can be obtained for free through the website of the company (www.intervest.be) or on demand at the registered office.

The statutory auditor has issued an unqualified opinion on the statutory annual accounts of Intervest Offices & Warehouses nv.

8.1 Income statement

in thousands € 2021 2020
Rental income 47.126 46.683
Rental-related expenses -148 -51
NET RENTAL INCOME 46.978 46.632
Recovery of property charges 658 730
Recovery of rental charges and taxes normally payable by tenants on let
properties
12.569 12.785
Costs payable by tenants and borne by the landlord for rental damage and
refurbishment
-353 -698
Rental charges and taxes normally payable by tenants on let properties -12.569 -12.785
Other rental-related income and expenses 449 426
PROPERTY RESULT 47.732 47.090
Technical costs -875 -676
Commercial costs -499 -283
Charges and taxes on unleased properties -873 -826
Property management costs -3.115 -4.036
Other property charges -588 -819
Property charges -5.950 -6.640
OPERATING PROPERTY RESULT 41.782 40.450
General costs -3.626 -3.935
Other operating income and costs -251 -234
OPERATING RESULT BEFORE RESULT ON PORTFOLIO 37.905 36.281
Result on disposal of investment properties 198 1.670
Changes in fair value of investment properties 12.049 -10.567
Other result on portfolio 1.446 -1.109
OPERATING RESULT 51.598 26.275
in thousands € 2021 2020
OPERATING RESULT 51.598 26.275
Financial income 6.776 5.945
Net interest charges -7.824 -8.226
Other financial charges -180 -171
Changes in fair value of financial assets and liabilities 4.217 -2.311
Changes in fair value of participations in line with IAS 28 6.704 2.490
Changes in fair value of participations in line with IAS 28 using the look-through
approach
36.942 19.480
Financial result 46.635 17.207
RESULT BEFORE TAXES 98.223 43.482
Taxes -133 -51
NET RESULT 98.100 43.431
Note:
EPRA earnings 44.840 40.442
Result on portfolio 49.043 5.300
Changes in fair value of financial assets and liabilities 4.217 -2.311
RESULT PER SHARE 2021 2020
Number of shares at year-end 26.300.908 25.500.672
Number of shares entitled to dividend 26.300.908 25.500.672
Weighted average number of shares 25.983.006 25.164.126
Net result (€) 3,78 1,73
Diluted net result (€) 3,78 1,73
EPRA earnings based on the weighted average number of shares (€) 1,73 1,60

8.2 Comprehensive income

in thousands € 2021 2020
NET RESULT 98.100 43.431
Other components of comprehensive income
(recyclable through income statement)
928 1.244
Revaluation of solar panels 143 1.244
Revaluation FVA 785 0
COMPREHENSIVE INCOME 99.028 44.675
ASSETS in thousands €
Note
31.12.2021 31.12.2020
NON-CURRENT ASSETS 1.114.824 967.697
Non-current intangible assets 249 472
Investment properties
8.6
741.659 657.064
Other non-current tangible assets 3.970 3.089
Non-current financial assets
8.6
368.871 307.056
Trade receivables and other non-current assets 75 16
CURRENT ASSETS 61.678 48.014
Current financial assets 97 13
Trade receivables 11.057 8.633
Tax receivables and other current assets 47.668 36.338
Cash and cash equivalents 1.618 1.427
Deferred charges and accrued income 1.238 1.603
TOTAL ASSETS 1.176.502 1.015.711
SHAREHOLDERS' EQUITY AND LIABILITIES in thousands € 31.12.2021 31.12.2020
SHAREHOLDERS' EQUITY 625.785 550.346
Share capital 237.937 230.645
Share premiums 189.819 181.682
Reserves 99.929 94.588
Net result for the financial year 98.100 43.431
LIABILITIES 550.717 465.365
Non-current liabilities 430.648 320.405
Non-current financial debts 413.162 303.343
Credit institutions 405.162 298.343
Other 8.000 5.000
Other non-current financial liabilities 16.232 15.900
Trade debts and other non-current debts 1.254 1.162
Current liabilities 120.069 144.960
Provisions 0 978
Current financial debts 100.650 123.522
Credit institutions 650 26.239
Commercial Paper 100.000 62.300
Other 0 34.983
Other current financial liabilities 174 262
Trade debts and other current debts 5.630 4.347
Other current liabilities 177 178
Deferred charges and accrued income 13.438 15.673
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1.176.502 1.015.711
DEBT RATIO in % 2021 2020
Debt ratio (max. 65%) 45,1% 43,3%
NET VALUE PER SHARE in € 31.12.2021 31.12.2020
Net value (fair value) 23,79 21,58
Net asset value EPRA 23,96 21,92
EPRA NTA (net tangible assets) 23,95 21,91

8.4 Appropriation of the result

(in accordance with the scheme recorded in Section 4 of Part 1 of Chapter I of Annex C of the RREC Royal Decree of 13 July 2014)

in thousands € 2021 2020
A. NET RESULT 98.100 43.431
B. ALLOCATION TO/TRANSFER FROM RESERVES -57.860 -4.415
1.
Allocation to/transfer from the reserves for the balance of changes in fair
value* of real estate properties (-/+):
Financial year
-47.989 -12.790
Previous financial years
198 1.670
Realisation real estate properties
-198 -1.670
2.
Allocation to/transfer from the reserve of estimated transaction rights and
costs resulting from the hypothetical disposal of investment properties (-/+)
5.848 11.649
3.
Allocation to the reserve for the balance of changes in fair value of allowed
hedging instruments that are not subject to hedge accounting (-)
-4.217 2.311
4.
Allocation to/transfer from other reserves (-/+)
-198 -1.670
5.
Allocation to/withdrawal from the reserves for the share in the profit or loss
and in the other unrealised results of participations accounted for in line with
the "equity" method (-/+)
-6.704 -2.490
6.
Allocation to/transfer from results carried over from
previous financial years (-/+)
-4.600 -1.425
C. REMUNERATION OF CAPITAL pursuant to article 13, §1,
paragraph 1 of the RREC Royal Decree
37.731 32.071
D. REMUNERATION OF CAPITAL, other than C 2.509 6.945

* Based on the changes in investment value of investment properties..

8.5 Statement of changes in statutory shareholder equity

INITIAL STATE 1 JANUARY PREVIOUS FINANCIAL YEAR
Comprehensive income previous financial year
Transfers through result distribution financial year 2 years ago
Transfer to the reserves for the balance of changes in investment value of real estate properties
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal

of investment properties
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair

value of authorised hedging instruments not subject to hedge accounting
Addition to results carried forward from previous financial years
Allocation to other reserves and minority interests
Issue of shares for optional dividend financial year 2 years ago
Dividends financial year of 2 years ago
BALANCE SHEET AS AT 31 DECEMBER PREVIOUS FINANCIAL YEAR
Comprehensive income financial year
Transfers through result distribution previous financial year
Transfer to the reserves for the balance of changes in investment value of real estate properties
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal

of investment properties
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair

value of authorised hedging instruments not subject to hedge accounting
Addition to results carried forward from previous financial years
Allocation to other reserves and minority interests
Allocation to / withdrawal from the reserves for the share in the profit or loss and in the other unrealised results of

participations accounted for in line with the equity method
Issue of shares for optional dividend previous financial year
Dividends previous financial year
BALANCE SHEET AS AT 31 DECEMBER

In thousands € Share capital

Share capital
SHAREHOLDERS'
Net result for the
financial year
TOTAL
Total reserves Share premiums increase costs
Capital
Paid-up capital
65.765
527.133
65.306 173.104 -1.727 224.685
43.431
44.675
1.244
-13.703 13.703
1.814 -1.814
3.065 -3.065
-9.095 9.095
-10.121 10.121
16.266 8.578 7.688
-37.725
-37.725
43.431
550.346
94.588 181.682 -1.727 232.373
98.100
99.028
928
-12.790 12.790
11.650 -11.650
2.311 -2.311
-1.425 1.425
-1.670 1.670
-2.490 2.490
15.428 8.136 7.292
-39.017
-39.017
98.100
625.785
99.929 189.818 -1.727 239.665

Breakdown of the reserves

In thousands €

OPENING POSITION 1 JANUARY PREVIOUS FINANCIAL YEAR 90 66.545 -28.404 -3.457 5.811 24.721 65.306

Transfers due to application of IAS 16 on solar panels -324 8 316 0

ADAPTED INITIAL STATE AS AT 1 JANUARY PREVIOUS FINANCIAL YEAR 90 66.221 -28.396 -3.457 6.127 24.721 65.306

Overall result financial year 1.244 1.244

Transfers through result distribution financial year 2 years ago

  • Transfer to the reserves for the balance of changes in investment value of real estate properties 13.703 13.703
  • Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties
  • Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair value of authorised hedging instruments not subject to hedge accounting

Legal reserves

Reserve for the balance of changes in the fair value of

Reserve for the

impact on the fair

value

*

Reserve for the balance of

changes in fair value of authorised

hedging instruments not subject

to hedge accounting

Other reserves

-1.814 -1.814

-11.650 -11.650

-3.065 -3.065

-2.311 -2.311

2.490 2.490

Results carried forward from

previous financial years

TOTAL RESERVES

real estate

Reserve for the balance of changes in investment value of real estate properties

  • Addition to results carried forward from previous financial years 9.095 9.095
  • Allocation to other reserves and minority interests 10.121 10.121

BALANCE SHEET AS AT 31 DECEMBER PREVIOUS FINANCIAL YEAR 90 79.924 -30.210 -6.522 17.492 33.816 94.590

Overall result financial year 928 928

Transfers through result distribution previous financial year

  • Transfer to the reserves for the balance of changes in investment value of real estate properties 12.790 12.790
  • Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties
  • Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair value of authorised hedging instruments not subject to hedge accounting
  • Addition to results carried forward from previous financial years 1.425 1.425
  • Allocation to other reserves and minority interests 1.670 1.670
  • Allocation to / withdrawal from the reserves for the share in the profit or loss and in the other unrealised results of participations accounted for in line with the equity method

BALANCE SHEET AS AT 31 DECEMBER 90 92.714 -41.860 -8.833 22.580 35.241 99.932

*from estimated transaction rights and costs resulting from the hypothetical disposal of investment properties..

In thousands € Legal reserves Reserve for the balance of
changes in the fair value of
real estate
balance of changes in
real estate properties
investment value of
Reserve for the
impact on the fair
Reserve for the
*
changes in fair value of authorised
hedging instruments not subject
Reserve for the balance of
to hedge accounting
Other reserves Results carried forward from
previous financial years
TOTAL RESERVES
value
OPENING POSITION 1 JANUARY PREVIOUS FINANCIAL YEAR 90 66.545 -28.404 -3.457 5.811 24.721 65.306
Transfers due to application of IAS 16 on solar panels -324 8 316 0
ADAPTED INITIAL STATE AS AT 1 JANUARY PREVIOUS FINANCIAL YEAR 90 66.221 -28.396 -3.457 6.127 24.721 65.306
Overall result financial year 1.244 1.244
Transfers through result distribution financial year 2 years ago
Transfer to the reserves for the balance of changes in investment value of real estate properties 13.703 13.703
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical
disposal of investment properties
-1.814 -1.814
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair
value of authorised hedging instruments not subject to hedge accounting
-3.065 -3.065
Addition to results carried forward from previous financial years 9.095 9.095
Allocation to other reserves and minority interests 10.121 10.121
BALANCE SHEET AS AT 31 DECEMBER PREVIOUS FINANCIAL YEAR 90 79.924 -30.210 -6.522 17.492 33.816 94.590
Overall result financial year 928 928
Transfers through result distribution previous financial year
Transfer to the reserves for the balance of changes in investment value of real estate properties 12.790 12.790
Transfer of impact on fair value of estimated transaction rights and costs resulting from the hypothetical
disposal of investment properties
-11.650 -11.650
Transfer of changes in fair value of financial assets and liabilities to the reserve for the balance of changes in fair
value of authorised hedging instruments not subject to hedge accounting
-2.311 -2.311
Addition to results carried forward from previous financial years 1.425 1.425
Allocation to other reserves and minority interests 1.670 1.670
Allocation to / withdrawal from the reserves for the share in the profit or loss and in the other unrealised results
of participations accounted for in line with the equity method
2.490 2.490
90 92.714 -41.860 -8.833 22.580 35.241 99.932

*from estimated transaction rights and costs resulting from the hypothetical disposal of investment properties..

8.6 Annexes to the statutory annual accounts

Movements of the number of shares

2021 2020
Number of shares at the beginning of the financial year 25.500.672 24.657.003
Number of shares issued as optional dividend 800.236 843.669
Number of shares at year-end 26.300.908 25.500.672
Adjustments for calculation of the weighted average of the number of shares -317.902 -336.546
Weighted average number of shares 25.983.006 25.164.126

Investment properties

The fair value of the investment properties of Intervest increased by € 84,6 million in 2021 and, as at 31 December 2021, it amounts to € 742 million (€ 657 million as at 31 December 2020).

In 2021, the fair value of the logistics portfolio increased by approx. € 82 million. On the one hand, through investments in project developments for € 23,4 million and the existing investment properties for € 2,0 million. On the other hand, through the purchase of the building in Tessenderlo for € 32,4 million and € 23,7 million due to the increase in fair value of the existing portfolio due to stronger yields. In 2020, the solar panels were transferred from the investment properties to the other tangible non-current assets in accordance with IAS 16, which explains the amount of € 1,6 million recognised under transfer to the other tangible non-current assets in the table below.

The fair value of the office portfolio decreased by € 3 million compared to the end of 2020. The increase is a result of sustainable investments to improve the existing portfolio for € 2,4 million and the acquisition of an office building in Herentals as a result of the merger with Gencor on 8 September 2021. The increase is partly compensated by the negative changes in the fair value of the existing office portfolio of € -11,7 million, mainly as a result of the assessments made by the property experts on a few properties in the current economic situation and the quantification of some planned sustainable investments in the portfolio that could result in a possible future increase in value.

in thousands € 2021 2020
Offices Logistics
property
TOTAL Offices Logistics
property
TOTAL
BALANCE SHEET
AS AT 1 JANUARY
329.538 327.526 657.064 343.789 316.886 660.675
Merger with Edda21 nv

as at 11 December 2019
12.335 0 12.335 0 0 0
Investments in project develop

ments
0 32.355 32.355 0 0 0
Investments and expansions in

existing investment properties
0 23.433 23.433 0 4.102 4.102
Divestment of investment

properties
2.390 2.033 4.423 2.968 1.478 4.446
Transfer to other non-current

tangible assets
0 0 0 0 -1.592 -1.592
Changes in fair value of invest

ment properties
-11.690 23.739 12.049 -17.219 6.652 -10.567
BALANCE SHEET
AS AT 31 DECEMBER
332.573 409.086 741.659 329.538 327.526 657.064

As at 31 December 2021, Intervest has no assets for own use except for the space in Greenhouse Antwerp where the registered office of Intervest is located. In accordance with IAS 40.10, this space is recorded as an investment property.

For additional details regarding the Changes in the fair value of the investment properties, please see Note 10 of the statutory annual accounts.

The investment properties can be further divided into:

in thousands € 2021 2020
Property available for lease 725.730 648.162
Project developments 15.929 8.902
TOTAL INVESTMENT PROPERTIES 741.659 657.064

As at 31 December 2021, there are no investment properties which are the subject of mortgage collateral related to withdrawn loans and credit facilities drawn down at financial institutions. For the description of the statutory mortgage established in order to guarantee the outstanding tax debt on the logistics property located in Aarschot on Nieuwlandlaan, please refer to Note 26. Conditional rights and obligations.

Financial non-current assets

As at 31 December 2021, the financial non-current assets comprises the value of the participations in the perimeter companies of Intervest, the fair value of a financial derivative (floor) and the loan with the perimeter company Intervest Nederland Coöperatief U.A, mainly to finance the acquisitions of the real estate held in the Dutch perimeter companies.

2021 2020
Participation Aartselaar Business Center -161 -75
Participation Mechelen Research Park 5.990 5.811
Participation Mechelen Business Center 4.104 4.169
Participation Intervest Nederland Coöperatief U.A. 150.544 109.024
Participation Genk Green Logistics 14.023 7.203
Participation Gencor nv 0 5.462
Participation Greenhouse Singel nv (formerly Tervueren Invest) 13.954 14.092
Participation Puurs Green Logistics 11.765 0
Fair value of financial derivatives 4.455 241
Receivables from affiliated companies 164.197 161.129
TOTAL NON-CURRENT FINANCIAL ASSETS 368.871 307.056

The participations are processed in the statutory annual accounts according to the equity method as described in IAS 28, all with the application of the look-through approach, with the exception of the participation in Genk Green Logistics where Intervest does not own 100% of the shares.

Determination of the amount of obligatory dividend payment

The amount that is eligible for payment has been determined in accordance with Article 13, §1, of the RREC Royal Decree and Chapter III of annex C of the RREC Royal Decree.

in thousands € 2021 2020
Net result 98.100 43.431
Adjustment for non-cash flow transactions included in the net result
Write-downs
740 726
Depreciations
141 102
Reversal of depreciations
-1 -59
Other non-monetary elements
--39.569 -13.009
Result on disposal of investment properties
-198 -1.670
Changes in fair value of investment properties
-12.049 10.567
Corrected result (A) 47.164 40.088
+ Profits and losses* realised on real estate properties during the financial year 198 1.670
- Gains on real estate realised properties during the financial year exempted from
the mandatory payment, subject to their reinvestment within a period of 4 years
-198 -1.670
Net gains for realisation of real estate properties non-exempted from
mandatory distribution (B)
0 0
TOTAL (A + B) 47.164 40.088
TOTAL (A + B) x 80% 37.731 32.071
Debt reduction (-) 0 0
DISTRIBUTION REQUIREMENT 37.731 32.071

* Gains and losses in respect of the purchase value increased by the capitalised investment costs..

The other non-monetary elements include the changes in fair value of financial fixed assets (€ -35 million), the other portfolio result (€ 1 million), the non-cash flow elements of rental discounts and rental benefits granted to tenants (€ -1 million) and the changes in the fair value of financial assets and liabilities (€ -4 million).

Intervest has a minimum distribution obligation of € 37,7 million for financial year 2021.

Calculation of the result per share

2021 2020
Net result (€ 000) 98.100 43.431
Weighted average number of shares 25.983.006 25.164.126
NET RESULT PER SHARE (€) 3,78 1,73
Diluted net result per share (€) 3,78 1,73
EPRA earnings (€ 000) 44.840 40.442
Weighted average number of shares 25.983.006 25.164.126
EPRA EARNINGS PER SHARE (€) 1,73 1,60

Proposed dividend per share

The shareholders will be offered a gross dividend of € 1,53 for financial year 2021. This gross dividend offers shareholders a gross dividend yield of 5,4% based on the closing share price as at 31 December 2021 (€ 28,20).

2021 2020
EPRA earnings per share (€) based on weighted average number of shares 1,73 1,60
Dividend payment expressed as a percentage of the statutory EPRA earnings (%) 88% 95%
Gross dividend per share (€) 1,53 1,53
Number of shares entitled to dividend 26.300.908 25.500.672
Payment of the capital (€ 000) 40.240 39.016

Following the closing of the financial year, the dividend distribution is presented by the supervisory board. This will be submitted for approval to the general shareholders' meeting as at 27 April 2022. In accordance with IAS 10, the dividend distribution is not included as an obligation and has no impact on the tax on profits.

Determination of the amount in accordance with to Article 7:212 of the Belgian Companies and Associations Code

The amount, as referred to in Article 7:212 of the Belgian Companies and Associations Code (formerly Article 617 of the Belgian Companies Code), of the paid-up capital or, if this amount is higher, of the called-up capital, increased by all the reserves which may not be distributed according to the law or the Articles of Association, is determined in Chapter IV of Annex C of the RREC Royal Decree.

in thousands € 2021 2020
Non-distributable elements of shareholders' equity for distribution of profits
Paid-up capital 239.665 232.373
Unavailable issue premiums, according to the articles of association 189.818 181.682
Reserve for the positive balance of changes in fair value of real estate 50.851 49.712
Reserve for the positive balance of changes in the investment value
of real estate
92.711 79.922
Reserve for the impact on the fair value of estimated transaction rights and
costs resulting from the hypothetical disposal of investment properties
-41.860 -30.210
Reserve for the balance of changes in fair value of authorised hedging instruments
not subject to hedge accounting
-8.833 -6.522
Other reserves not available for distribution 4.977 1.710
Legal reserves 90 90
Result distribution which, pursuant to Chapter I of annex C of the Royal Decree
of 13 July 2014, is to be allocated to the non-distributable reserves
Changes in fair value of investment properties* 47.792 11.120
Financial year 47.990 12.790
Previous financial years -198 -1.670
Changes in fair value* of investment properties due to realisation of investment
properties
198 1.670
Estimated transaction rights and costs resulting from the hypothetical disposal of
investment properties
-5.848 -11.649
Changes in fair value of financial assets and liabilities (ineffective hedges) 4.217 -2.311
Changes in fair value of participations in line with IAS 28 6.704 2.490
TOTAL NON-DISTRIBUTABLE SHAREHOLDERS' EQUITY 529.633 460.365
Statutory shareholders' equity 625.785 550.346
Planned dividend distribution 40.240 39.016
Number of shares entitled to dividend 26.300.908 25.500.672
Gross dividend per share (€) 1,53 1,53
SHAREHOLDERS' EQUITY AFTER DIVIDEND DISTRIBUTION 585.545 511.330
REMAINING RESERVE AFTER DISTRIBUTION 55.912 50.965

* Based on the changes in investment value of investment properties.

When drawing up the statutory annual accounts, Intervest applies the look-through approach for the result appropriation, the determination of the available and unavailable reserves and for determining the minimum dividend to be distributed (80% limit).

The look-through approach is a consolidation approach in the company financial statements at the level of the distribution obligation, the result appropriation and the distribution limitation.

The share in the results of participations processed according to the equity method (both realised and unrealised results) is allocated in its entirety to the unavailable reserves item "Reserve for the share in the profit or loss and in the unrealised results of participations processed administratively according to the equity method", and is therefore unavailable for distribution in the year in which the participations achieve these results.

When processing the participations according to the equity method by applying the look-through approach, the share in the results of the participations is not allocated in its entirety to the unavailable reserve items. The constituent elements of this result are examined. The share in the result of the participations is allocated to the unavailable and available reserve items as if it should be the results of the parent company RREC itself.

The application of a look-through approach entails certain financial risks for the parent company RREC and could lead to situations in which the participation must help finance the dividends paid by the parent company RREC (e.g. by cash flowing from the participation to the parent company RREC through the (systematic) granting of loans from the participation to the parent company RREC) or where the RREC itself must finance the dividend payments through loans.

The look-through approach is therefore approached with caution at Intervest and only applied to the perimeter companies of which 100% of the shares are held by Intervest. This applies to all participations of Intervest as at 31 December 2021, with the exception of the iRREC Genk Green Logistics, of which Intervest is only a 50% shareholder. The lookthrough approach is not applied to this company and the results of the participation are treated as unavailable.

This approach is in accordance with the FSMA Directive "Communication FSMA_2020_08 - Distribution obligation, profit appropriation and distribution restriction of Belgian public regulated real estate companies" of 2 July 2020.

As at 31 December 2021, Intervest has € 56 million in available reserves to absorb time shifts in dividend flows and temporary cash traps.

For financial year 2021, €1,53 per share will be distributed. The remaining reserve after distribution increased by € 5 million compared to the previous financial year as a result of the 88% distribution percentage on the EPRA earnings.

RISK FACTORS

  • 1 Most important risk factors and internal
    • control and risk management systems
  • 2 Market risks
  • 3 Operational risks
  • 4 Financial risks
  • 5 Regulatory risks
  • 6 ESG risks

1 Most important risk factors and internal control and risk management systems

In 2021, the supervisory board of Intervest Offices & Warehouses nv (hereinafter 'Intervest') as always focused attention on the risk factors with which Intervest Offices & Warehouses must contend: market risks, operational, financial, regulatory and ESG risks.

The supervisory board confirms the validity of the risks which the company can face, their possible impact and the strategy used in order to moderate the potential impact, such as they are described hereinafter.

The supervisory board follows the permanent evolutions on the real estate and the financial markets by monitoring continuously the results and the financial situation of Intervest with an increased attention for the measures taken by Intervest in order to limit as much as possible and control the possible negative impact of these risks.

Permanent changes in the real estate and financial markets require continuous monitoring of the market, operational, financial, regulatory and ESG risks in order to safeguard the results and financial situation of Intervest.

This chapter describes the main risks the company is facing. On the following pages the risk is mentioned, the measures that Intervest takes to limit and control the possible negative impact of these risks as much as possible as well as the possible influence on Intervest's activity that could result from the realisation of the risk.

The measures taken and the impact on the figures of these risks are described in detail in separate chapters of this Annual report.

Readers are reminded that these risks are continuously evaluated and that new risks can be identified. This list is therefore non-exhaustive and based on the information that was available at the time this report was published.

In addition, it should be noted that risk management is not an exercise that takes place with a certain frequency, but that it is integral to how the company is managed. This comprises daily financial and operational management, analysis of new investment files, formulating the strategy and objectives, but also establishing strict procedures for decision-making. Understanding of and defending against risks that arise from internal as well as external factors are essential for achieving a total return in the long term.

2 Market risks

Economic climate

The rental market and the investment market for logistics real estate or offices can suffer from material deterioration of the economic cycle (including inflation). This may be further reinforced by the current and further evolution of the geopolitical situation in Eastern Europe.

Intervest applies the following mitigating factors and control measures:

  • 〉 Excellent location of the properties, and focus on strategic logistical hubs or on secondary locations having growth potential.
  • 〉 Diversified tenant base with limited exposure to a sole tenant, good sectoral spread of tenants, and a market-compliant average contractual rental.
  • 〉 Quality of tenant base with mainly big national and international companies and a limited annual provision for doubtful debtors.
  • 〉 Standard clause included in the lease agreements in terms of which the indexation is linked to the heath index.

Potential impact:

  • 〉 Decreased demand for offices, storage and distribution space.
  • 〉 Increased vacancy rate and/or lower rental prices when re-renting.
  • 〉 Decrease in fair value of the property and as a result also a decrease of the net value.
  • 〉 Possible bankruptcies of tenants.
  • 〉 Negative impact on the operating result and cash flow by additional financial costs (caused by a rise in the interest rates), which is higher or faster than the increase in rental income.

Type of property

The attractiveness of Intervest's property investments may decrease due to, among other things, worsening economic conditions, oversupply in certain property market segments or changing customs in the sustainability standard of the buildings or in society.

Intervest applies the following mitigating factors and control measures:

  • 〉 Adequate sectoral and regional spread. Strategic choice for investments in the offices sector and the logistics sector. When making investment decisions, adequate sectoral spread is the aim, with a sufficient percentage of investments in liquid real estate markets, as well as a limitation of the exposure of investments in a certain place/ region.
  • 〉 Proactive follow-up and years of experience. The investment properties are valued on a quarterly basis by independent property experts. In this way, trends in the real estate market become visible quickly and measures can be taken pro-actively. In addition, Intervest is deeply anchored in the market and possesses strong knowledge of the market stemming from years of experience and its own commercial teams.

  • 〉 Operating result and cash flow affected by lowered review of rental prices, increase of vacancy rate and commercial costs of re-rental.

  • 〉 Decrease in fair value of the investment properties and as a result also of the net value and increase of the debt ratio.
  • 〉 Not achieving the yield objectives of the investment properties.

The moment of the transaction (investing/divesting in real estate properties) entails the inherent risk that, if the transaction takes place at the wrong juncture within the economic cycle, a property could be purchased for a price that is higher than its fair value, or conversely, that it could be sold for a price that is lower than its fair value.

Intervest applies the following mitigating factors and control measures:

  • 〉 Clear periods of economic boom lead to higher market prices which may, at a later date, be subject to negative adjustments. During this period of economic boom, a more moderate policy will be applied regarding investments. During periods of economic recession, the fair value and occupancy rate of investment properties usually decline. However, once the economy picks up again, a more active investment policy is followed in anticipation of the increasing fair value of investment properties and a more active rental market. In this regard, due care is taken to prevent the debt ratio of the company from rising above the legally permitted levels.
  • 〉 Adequate sectoral and regional spread.
  • 〉 Real estate that is to be purchased and sold must be valued before acquisition or sale by an independent property expert.

Potential impact:

  • 〉 Operating result and cash flow affected by lowered review of rental prices, increase of vacancy rate and commercial costs of re-rental.
  • 〉 Decrease in fair value of the investment properties and as a result also of the net value and increase of the debt ratio.
  • 〉 Not achieving the yield objectives of the investment properties.

Deflation

A decrease in economic activity can lead to a general decrease in prices.

Intervest applies the following mitigating factors and control measures:

〉 Clause in most lease agreements that stipulates a minimum for the basic rent or states that negative indexation cannot take place.

Potential impact:

〉 Decrease of rental income, among other things due to downward pressure on market lease levels and a decreased or negative indexation.

Inflation

An increase in economic activity leads to a general rise in prices and can also increase long-term interest rates.

Intervest applies the following mitigating factors and control measures:

  • 〉 Indexation clauses are included in the lease agreements as standard.
  • 〉 The conclusion of lease agreements with rental adjustment options at break date ensures that this difference does not become too large.
  • 〉 Sufficient hedging and a balanced credit term.
  • 〉 Framework contracts with contractors for built-to-suit projects.

  • 〉 Increasing discrepancy between collected rental income and market rent.

  • 〉 Increase in financial costs due to increase in long-term interest rates for credit renewals.

Volatility on the financial markets

International markets can be subject to external volatility and uncertainty.

Intervest applies the following mitigating factors and control measures:

  • 〉 Frequent dialogue with capital markets and financial counter parties as well as transparent communication with clear targets.
  • 〉 Follow-up and management of all risks that could have a negative impact on the perception of investors and financiers of the company.
  • 〉 Working towards building up long-term relationships with financial partners and investors.

Potential impact:

  • 〉 More difficult access to the equity markets to raise new capital/shareholders equity and reduction of the options that concern debt financing.
  • 〉 Fluctuations in the share price.
  • 〉 Less liquidity available in the debt capital markets in relation to refinancing outstanding bond loans.

3 Operational risks

Investment risk

The investment decisions can be taken erroneously or the policy choices can be inappropriate.

Intervest applies the following mitigating factors and control measures:

  • 〉 Internal checking measures: careful assessment of the risk profile based on market research, estimate of future yields, screening of existing tenants, study of environmental and permit requirements, analysis of tax risks, etc.
  • 〉 Constant monitoring of changes in economic, real-estate specific and regulatory trends, for example, regarding tax legislation, regulations regarding RRECs, etc.
  • 〉 In accordance with article 49, §1 of the RREC Act, an independent property expert values each acquisition or sale of real estate.
  • 〉 Close supervision of the safeguards put in place during the transaction, regarding both duration and value.
  • 〉 Technical, administrative, legal, accounting and tax due diligence for each acquisition based on continuous analysis procedures, usually with support from external specialised consultants.
  • 〉 Experience of the management board and the management and supervision by the supervisory board, during which a clear investment strategy is defined with a long-term vision and consistent management of the capital structure.

  • 〉 Operating result and cash flow affected by lowered review of rental prices, increase of vacancy rate and commercial costs of re-rental.

  • 〉 Decrease in fair value of investment properties, mainly caused by increasing vacancy rate, unpaid rents, decrease of the rental prices when concluding new lease agreements or when extending existing lease agreements, along with technical characteristics relating to real estate such as soil contamination and energy performance.
  • 〉 Decrease of the net value and increase of the debt ratio.

Repurchase risk

Risk that, when certain conditions for economic development are not (no longer) met, a right of repurchase granted to the government will be exercised while an industrial site is being developed (within the framework of the Economic Exercise Act of 30 December 1970 and the Decree on Spatial Economy dated 13 July 2012).

Intervest applies the following mitigating factors and control measures:

  • 〉 Internal checking measures: careful assessment of the risk profile based on market research, estimate of future yields, screening of existing tenants, study of environmental and permit requirements, analysis of tax risks, etc.
  • 〉 In accordance with article 49, §1 of the RREC Act, an independent property expert values each acquisition or disposal of real estate.

Potential impact:

〉 Decrease in fair value of investment properties when a real estate project disappears from the Intervest real estate portfolio at a predetermined price (formula) because a right of repurchase is exercised.

Construction and development risk

Specific risks can be related to the development and redevelopment projects, such as the choice of the right usage format, obtaining the necessary permits, the choice of service providers (architects, engineering firms, contractors, other consultants), marketing and solvency of the external service providers.

Construction and development risks can also include delays, budget overruns, failure to achieve the desired quality or sustainability levels, non-compliance with regulations.

The planned redevelopments may be delayed by the current and further evolution of the geopolitical situation in Eastern Europe.

Intervest applies the following mitigating factors and control measures:

  • 〉 During legal and administrative due diligence, all permits and possibilities are analysed with each acquisition, usually with the support of external, specialised consultants.
  • 〉 Prior consultation with the relevant municipal and/or city services.
  • 〉 Strict follow-up of projects in progress with implementation of penalty clauses in case third parties do not comply with contracts.
  • 〉 Engage reputable adequately solvent contractors and provide the necessary guarantees.
  • 〉 Only limited developments at risk are started. In other words, subject to exceptions, a project is only launched if it is pre-leased and fully financed and the necessary permits are simultaneously available or if a rental guarantee is obtained from the developer.
  • 〉 Contracts with contractors and other third parties include measures to mitigate these risks (maximum price, penalty clauses for non-compliance with contracts).
  • 〉 Monitoring and follow-up of compliance with (environmental) regulations and measures during the execution of the work site.

  • 〉 Inability to obtain the necessary permits.

  • 〉 Significant delays leading to loss of potential income.
  • 〉 Material overrun of investment budgets.
  • 〉 In the case of developments at risk: prolonged periods of vacancy.
  • 〉 Not achieving the intended yields on developments.
  • 〉 Pressure on marketing conditions, loss of rental income if the right quality is not achieved, nor appropriate use format.
  • 〉 Negative impact on the company's reputation.

Negative changes in the fair value of the buildings

The fair value of the property portfolio is subject to change and depends on various factors, which can result in a negative revaluation of the property portfolio.

Intervest applies the following mitigating factors and control measures:

  • 〉 The real estate portfolio is assessed every quarter by independent experts, so that trends become visible quickly and measures can be taken pro-actively.
  • 〉 Investment policy that is aimed at high-quality real estate at strategic logistical hubs and at locations with growth potential.
  • 〉 Well diversified portfolio.
  • 〉 Clearly defined and careful management of the capital structure.
  • 〉 The fluctuations in fair value of the investment properties relate to a non-materialised and noncash item.

Potential impact:

  • 〉 Negative influence of the net result and the net value.
  • 〉 Negative evolution of the debt ratio.
  • 〉 Impact on the ability to pay out a dividend if the cumulative variations exceed the distributable reserves.

Rental risk

The risk that a building will not be able to be rented for the previously calculated rent (which may or may not result in vacancy). This risk is influenced by the nature and location of the property, the extent to which it must compete with nearby buildings, the intended target group and users, the quality of the real estate, the quality of the tenant and the lease agreement. This rental risk may be further strengthened by the current and further evolving geopolitical situation in Eastern Europe.

Intervest applies the following mitigating factors and control measures:

〉 Mitigating the impact of the economic situation on the results by:

  • › Spreading the duration of lease agreements and conducting a periodic analysis of the vacancy risk by using a calendar of lease agreements' expiry dates. The company strives to maintain a balanced distribution of the duration of the lease agreements and timely anticipation of future lease terminations and agreement revisions.
  • › Spreading the risk according to tenants and quality of the tenants, in order to limit the risk of bad debts and improve income stability.
  • › Sectoral spreading of investment properties in which tenants are well spread across a large number of different economic sectors.
  • › Location and quality of investment properties, with offices located on the Antwerp-Brussels axis, which is the most important and most liquid office region in Belgium, and a logistics portfolio at strategic logistical hubs in Belgium and the Netherlands..
  • 〉 Allocation of a risk profile to each investment property, which is regularly evaluated (based on the company's own local knowledge and data from external parties and/or property valuers). Depending on the risk profile, a certain yield must be realised over a certain period, which is compared with the expected yield based on the internal yield model. On the basis of this, an analysis is made of which objects require additional investment, where the tenant mix must be adapted and which premises are eligible for sale.
  • 〉 Lease agreements contain protective elements such as rental deposits and/or bank guarantees of the tenants, clauses for automatic annual indexation of the rental prices in conformance with the health index and often a mandatory compensation payment from the tenant in case of early termination of the agreement.

  • 〉 Operating result and cash flow damaged by downward amendments to rental prices, increase of vacancy rate and commercial costs or re-rental, increase of property charges that are at the expense of the owner, such as service charges that cannot be passed on and property tax.

  • 〉 Decrease in fair value of the investment properties and as a result also of the net value and increase of the debt ratio.
  • 〉 Not achieving the intended yields.

Risk related to the deteriorated state of the buildings and the risk of large works

A risk of structural and technical deterioration can arise during the life cycle of the buildings: the condition of the buildings deteriorates due to wear and tear of various components as a result of normal ageing and structural and technical ageing.

Intervest applies the following mitigating factors and control measures:

  • 〉 Proactive policy regarding maintenance of the buildings.
  • 〉 Constant monitoring of the investment plan in order to guarantee the quality of the portfolio.
  • 〉 Ad hoc redevelopment and renovation of outdated buildings alongside regular investments in quality and sustainability.
  • 〉 At the time of the termination of the lease agreement, the tenant (in accordance with the contractual agreements made in the lease agreement) must pay the company a refurbishment fee for rental damage. Rental damage is determined by an independent expert, who compares the incoming inventory of fixtures with the outgoing inventory of fixtures. This compensation for damages can be used to prepare the newly vacant space for occupation by the next tenant.
  • 〉 Sale of outdated buildings.

Potential impact:

  • 〉 Operating result and cash flow damaged by downward amendments to rental prices, increase of vacancy rate and commercial costs or re-rental, increase of property charges that are at the expense of the owner, such as service charges that cannot be passed on and property tax.
  • 〉 Maintenance and renovation costs and investments are necessary to achieve the rental price estimated beforehand.
  • 〉 Decrease in fair value of the investment properties and as a result also of the net value and increase of the debt ratio.

Cost control risk

Operational costs and investments for maintenance can have an unexpected volatility resulting in an increase.

Intervest applies the following mitigating factors and control measures:

  • 〉 Periodic comparison of maintenance budgets with the current situation.
  • 〉 Approval procedures when entering into maintenance and investment obligations, in which one or multiple quotations are requested from various contractors based on the amount. The technical department then conducts a comparison of the price, quality and timing of the works. Depending on the size of the amount quoted for the works to be carried out, there are various levels of approval within the company.
  • 〉 Proactive policy regarding maintenance of the buildings and constant screening of the buildings by the technical managers and the commercial teams in their daily discussions with the tenants, as well as the tenants' maintenance obligations further mitigate this risk.
  • 〉 Timely drawing up and close monitoring of investment budgets over the long term for comprehensive renovations and upgrades.

Potential impact:

〉 Operating result and cash flow impacted, unexpected fluctuations in the property charges.

Insurance risk (destruction risk)

Inadequate insurance coverage poses a risk when buildings are destroyed by fire or other disasters.

Intervest applies the following mitigating factors and control measures:

  • 〉 The real estate portfolio is insured for reconstruction value (which is the cost price for rebuilding to new state of the building, excluding the premises on which the buildings are located.
  • 〉 The insurance policies also mostly include additional guarantees for the real estate becoming unfit for use, such as loss of rental income, costs for maintenance and cleaning up the property, claims of tenants and users and third-party claims. The lost rental income is reimbursed as long as the building has not been rebuilt, as far as this happens within a reasonable time.
  • 〉 Close supervision of the coverage and timely renewal of the insurance contracts.

Potential impact:

  • 〉 Operating result and cash flow affected by loss of rental income and possible tenant loss.
  • 〉 Decrease in fair value of the investment properties and as a result also of the net value and increase of the debt ratio.

Debtor's risk

The risk that the rent cannot be collected (any longer) due to solvency problems.

Intervest applies the following mitigating factors and control measures:

  • 〉 Clear procedures for screening tenants when new agreements are concluded. 〉 Deposits or bank guarantees are always insisted upon when entering into lease agreements. In the standard lease agreement for offices, a rental deposit or bank guarantee is mostly applied that equals 6
  • months of rent in value, and one that equals 4 months of rent in value for logistics buildings. 〉 Strict debtor management in order to safeguard timely collection of lease receivables and adequate follow-up of rent arrears.
  • 〉 Rents are payable in advance on a monthly or quarterly basis. For rental charges and taxes which may be contractually passed on to the tenants, a monthly (or quarterly) provision is requested.

Potential impact:

  • 〉 Operating result and cash flow impacted by loss of rental income and write-off of uncollected trade receivables, as well as by an increase of the costs that cannot be passed on to the tenant due to vacancy and legal costs.
  • 〉 Decrease in fair value of the investment properties and as a result also of the net value and increase of the debt ratio.

Legal and tax risks: contracts and company-law reorganisations

Inadequate contracts can be concluded with third parties.

Intervest applies the following mitigating factors and control measures:

  • 〉 If the complexity so requires, contracts to be concluded with third parties are checked by external consultants.
  • 〉 Insurance against liability arising from the activities or investments by means of a third-party liability insurance that covers physical injury and material damage. Furthermore, the directors and members of the management board are insured for directors' liability.
  • 〉 Corporate reorganisations (merger, de-merger, partial de-merger, contribution in kind, etc.) are always subject to a due diligence exercise, guided by external consultants to minimise the risk of legal and financial errors.

  • 〉 Negative impact on operating result, cash flow and net value.

  • 〉 Not achieving the yield objectives of the investment properties.
  • 〉 Reputational damage.

Turnover of key staff

The risk of key staff leaving the company.

Intervest applies the following mitigating factors and control measures:

  • 〉 Remuneration in line with the market.
  • 〉 Working in teams, avoiding individuals being responsible for important and strategic tasks.
  • 〉 Clear and consistent procedures and communication.

Potential impact:

  • 〉 Negative influence on existing professional relationships.
  • 〉 Loss of decisiveness and efficiency levels in the management decision-making process.

Risk of concentration

The risk of concentration of (the activities of) the tenants or concentration of investments in one or several buildings

Intervest applies the following mitigating factors and control measures:

  • 〉 Diversified tenant base with a restriction on the maximum exposure to one tenant and good sectoral spread of tenants.
  • 〉 Adequate sectoral and regional spread of the investment properties.
  • 〉 In accordance with the RREC Act, a maximum of 20% of the assets may be invested in real estate that forms one single property entity.

Potential impact:

  • 〉 Operating result and cash flow affected by the departure of a tenant or if a specific sector is hit by economic decline.
  • 〉 Decrease in fair value of the real estate investments, resulting in a decrease in the net value.

IT risk

The risk related to information technology, such as break-in on the IT network, cybercriminality, phishing, etc.

This cyber risk may be further enhanced by the current and further evolving geopolitical situation in Eastern Europe.

Intervest applies the following mitigating factors and control measures:

  • 〉 Daily back-ups to limit data loss in time.
  • 〉 Preventive training on cybercriminality for the employees.
  • 〉 Investing in a secured IT environment.
  • 〉 Support from externally specialised IT-service related consultants.

  • 〉 Negative impact on the functioning of the organisation.

  • 〉 Reputational damage caused by the loss of business-sensitive information.
  • 〉 Negative impact on the result caused by the loss of operational and strategic data.

Risk associated with internationalising the Group

Insufficient knowledge of the international context can result in investments abroad increasing operational and regulatory risks.

Intervest applies the following mitigating factors and control measures:

  • 〉 Relying on local consultants who provide assistance in international development relating to knowledge of the market and regulations.
  • 〉 Implementing the necessary structures and procedures to guarantee fluent international development (e.g. specialised acquisition team).

Potential impact:

  • 〉 Increasing complexity of managing the daily activities (knowledge of the foreign market, physical, cultural and language barriers, etc.).
  • 〉 Increase in the regulatory risks in the various countries.

Risk related to external communication

Intervest can be put in a negative light due to incorrect communication (including road shows and the press).

Intervest applies the following mitigating factors and control measures:

  • 〉 All external communication (e.g. annual report, press, road shows, etc.) is duly prepared and follows the
  • internal approval flow before it is communicated.
  • 〉 The dissemination of transparent internal communication.

Potential impact:

  • 〉 Reputational damage caused by the provision of incorrect information.
  • 〉 Negative impact on the share price of the Intervest share.

4 Financial risks

Financing risk

A relative increase in borrowed capital compared to shareholders' equity can result in a higher yield (known as "leverage"), but simultaneously brings increased risk.

Intervest applies the following mitigating factors and control measures:

  • 〉 Balanced ratio of shareholders' equity and borrowed capital for financing real estate while keeping the debt ratio between 45% and 50%. This may be temporarily derogated from should specific market conditions require it.
  • 〉 A balanced spread of refinancing dates of the long-term financing with a weighted average duration ranging between 3,5 and 5 years. This may be temporarily derogated from should specific market conditions require it.
  • 〉 Aiming at safeguarding access to the capital market through transparent provision of information, regular contacts with financiers and shareholders (and potential shareholders) and increasing the liquidity of the share.

  • 〉 Being unable to meet interest and repayment obligations of borrowed capital and other payment obligations when yields from real estate are disappointing and when the fair value of investment properties decreases.

  • 〉 Not obtaining financing with new borrowed capital or only against very unfavourable terms.
  • 〉 The forced sale of investment properties against less favourable conditions in order to be able to meet payment obligations, with a negative impact on the results and net value.

Banking covenant risks

Risk of failure to comply with certain financial parameters within the framework of the credit facility agreements and to observe the legal requirements that apply to the company: the bank credit facility agreements are subject to compliance with financial ratios that mainly concern the consolidated financial debt level or the financial interest charges. These ratios limit the amount that might still be borrowed. In addition, there is a restriction on borrowing capacity due to the maximum debt ratio that the regulations on RRECs allow.

Intervest applies the following mitigating factors and control measures:

  • 〉 Careful financial policy with continuous monitoring in order to fulfil financial parameters.
  • 〉 Follow-up of the changes in the debt ratio at regular intervals and prior analysis of the influence of every intended investment operation on the debt ratio.
  • 〉 Drawing up a financial plan with an implementation scheme as soon as the consolidated debt ratio as defined in the RREC Royal Decree amounts to over 50%, pursuant to Article 24 of the RREC Royal Decree.

Potential impact:

〉 Cancellation, renegotiation, termination or financing agreements which become due and payable at an accelerated rate by financial institutions when ratios imposed are no longer observed.

Liquidity risk

The risk of insufficient cash flows not being able to meet daily payment obligations.

Intervest applies the following mitigating factors and control measures:

  • 〉 Limiting this risk by means of the measures mentioned under operational risks, which reduces the risk of loss of cash flows due to e.g., vacancy or tenant bankruptcy.
  • 〉 Sufficient credit margin with financiers to absorb fluctuations in liquidity requirements. In order for the company to avail itself of this credit margin, the conditions of credit facilities must be complied with on a continuous basis.
  • 〉 Constant dialogue with financing partners in order to build up a sustainable relationship with them.
  • 〉 Conservative and careful financing strategy with balanced distribution of due dates, diversification of the financing sources and financing partners.

Potential impact:

  • 〉 EPRA earnings and cash flow influenced by increase of the costs of debts because of higher bank margins.
  • 〉 Financing for interest payments, capital or operational costs being unavailable.
  • 〉 Impossibility to finance acquisitions or developments.

Interest rate volatility

The risk of future fluctuations in the leading short and/or long-term interest rates on the international financial markets.

Intervest applies the following mitigating factors and control measures:

  • 〉 High level of hedging against fluctuations in interest rates by means of derivative financial instruments (such as Interest Rate Swaps).
  • 〉 Follow-up of the evolution of interest rates and monitoring its impact on the effectiveness of hedging those risks.
  • 〉 Aiming at a balanced distribution of interest reviewing dates and a duration of at least 3 years for longterm financing. This may be temporarily derogated from should specific market conditions require it.
  • 〉 The fluctuations in fair value of the hedging instruments concern a non-realised and non-cash item (if the products are held until due date and are not settled prematurely).

  • 〉 EPRA earnings and cash flow influenced by increase of the costs of debts.

  • 〉 Fluctuations in the value of the financial instruments that serve to cover the debts.
  • 〉 Potential negative influence on the net value.

Risk associated with the use of financial derivatives

In case of unfavourable market developments (for example a sharp decline in interest rates), derivatives receive a negative value in order to hedge the interest rate risk.

Intervest applies the following mitigating factors and control measures:

  • 〉 Fluctuations in fair value of the hedging instruments allowed have no impact on the cash flow since these financial derivatives are kept until the due date of these contracts. Only settlement before the due date would result in extra charges.
  • 〉 All financial derivatives are only used for hedging purposes. No speculative instruments are used.

Potential impact:

  • 〉 Complexity and volatility of the fair value of the hedging instruments and therefore also of the net result and net value.
  • 〉 Counter party risk towards the party with whom the financial derivatives have been concluded (see also "Risk associated with banking counter parties").

Risk associated with the banking counter parties /Credit risk

The conclusion of financing hedging instrument with a financial +institution gives rise to a counter party risk if this institution remains in default.

Intervest applies the following mitigating factors and control measures:

  • 〉 Relying on various reference banks in the market to ensure a certain diversification of sources of financing and interest rate hedges, with particular attention for the price-quality ratio of the services provided. 〉 Regular revision of the banking relations and exposure to each of them.
  • 〉 Tight control of cash position so that the cash position at financial institutions is in principle limited and the cash surplus is used to reduce financial debts, unless it has already been designated for new investments.

Potential impact:

  • 〉 EPRA earnings and cash flow impacted by additional financial costs and in some extreme circumstances termination of the refinancing contract or the hedging instrument.
  • 〉 Loss of deposits.

Risk associated with the debt capital markets

The risk of being shut out of the international debt capital market should investors fear that the company's credit standing is too low to comply with the annual interest payment obligation and the repayment obligation on the expiry ate of the financial instrument to be applied.

The risk that the debt capital market will be too volatile to convince investors to purchase the company's bonds.

Intervest applies the following mitigating factors and control measures:

  • 〉 Pro-actively maintaining good relations with current and potential bondholders and shareholders as well as with current and potential bankers by means of transparent disclosure of information, regular contacts with financiers and shareholders (and potential shareholders) and by increasing the liquidity of the share.
  • 〉 Policy to keep the debt ratio between 45% and 50% (regardless of the legal stipulation for RRECs allowing a debt ratio of 65%). This may be temporarily derogated from should specific market conditions require it.

Potential impact:

〉 Financing of the day-to-day operations and further growth of the company being unavailable.

Intervest's financial reporting can contain material misstatements that would cause stakeholders to be incorrectly informed about the company's operational and financial results.

The risk that the timing of financial reporting stipulated by regulations is not respected.

Intervest applies the following mitigating factors and control measures:

  • 〉 Each quarter, a complete closing and consolidation f the accounts is prepared and published. These quarterly figures are always analysed in detail and checked internally.
  • 〉 Discussion of these figures within the management board and checking their correctness and completeness by, among others, analyses of rental incomes, operational costs, vacancy rate, leasing activities, change of the value of the buildings, outstanding debts, etc. Comparisons with forecasts and budgets are discussed.
  • 〉 The management board presents the financial statements to the audit committee each quarter, along with a comparison of annual figures, budget, and explanations for derogations.
  • 〉 Checking of the half-yearly figures and the annual figures by the statutory auditor.

Potential impact:

  • 〉 Reputational damage.
  • 〉 Stakeholders making investment decisions that are not based on the right information, which in turn can result in claims being filed against the company.

Risk of financial budgeting and planning

Incorrect assumptions lead to the risk that the forecast and the intended growth will not be achieved.

Intervest applies the following mitigating factors and control measures:

  • 〉 Quarterly updates on the budgeting model, including a comparison of the closing and consolidation of the account.
  • 〉 Testing the hypotheses in the budgeting model every quarter with any new circumstances and making adjustments where necessary.
  • 〉 Checking the budgeting model every quarter to detect any programming or human errors in good time.
  • 〉 Continuously monitoring the parameters that might influence the result and the budget.

  • 〉 Negative influence when making strategic decisions.

  • 〉 Negative influence of the financial and operational management.
  • 〉 Reputational damage.

5 Regulatory risks

Status of public and institutional RREC

Status subject to the stipulations of the Act of 12 May 2014 on regulated real estate companies and the Royal Decree of 13 July 2014 on regulated real estate companies amended from time to time.

The risk of loss of recognition of the public and institutional RREC status.

Intervest applies the following mitigating factors and control measures:

〉 Continuous attention of the supervisory board and the management board for regulations surrounding RRECs and retention of the public RREC status. As such, among other things the distribution requirement and funding limits are calculated or determined periodically and on an ad hoc basis when refinancing, investing and preparing the dividend proposal.

Potential impact:

  • 〉 Loss of the benefit of the transparent tax system for RRECs.
  • 〉 Loss of recognition is viewed as an event that causes credit to become due before their due date.
  • 〉 Negative impact on the share price of the Intervest share.

New and adjustments to different types of legislation

New legislation and regulations could enter into force or possible changes in the existing legislation and regulations or their interpretation and application by agencies (including tax administration) or courts could occur1 .

Intervest applies the following mitigating factors and control measures:

〉 Continuous monitoring of existing, any changes to or new future legislation, regulations and requirements and their compliance, with the support of specialised external consultants.

Potential impact:

〉 Negative influence on the activities, the result and profitability, the net value, the financial situation and the outlook.

Dividend risk

Article 7:212 of the Belgian Companies and Associations Code (previously Article 617 of the Belgian Companies Code) stipulates that no payout may be made if, as a result of the payout, the net assets of the company drop or would drop to below the amount of the paid-up capital or, if this is higher, of the called capital, increased by all the reserves which, according to the law or the articles of association, may not be paid out.

Intervest applies the following mitigating factors and control measures:

  • 〉 Intervest has sufficient distributable reserves to ensure dividend distribution.
  • 〉 At least 80% of the adjusted positive net result, reduced by the net decrease in the debt burden during the course of the financial year must be paid out as return on capital.
  • 〉 Development of solid long-term relationships with investors and financial institutions that facilitates dialogue on a regular basis.

1 As with existing practices within tax administration, in particular those mentioned in circular Ci.RH.423/567.729 of 23 December 2004 of the Belgian Ministry of Finances on calculating the exit tax, which, among others, specifies that the actual value of the real estate properties upon which the exit tax is calculated is determined by taking into account the registration fees or VAT that would be applied upon a sale of the real estate in question, which can differ from (which includes being lower than) the fair value of these assets as determined for IFRS purposes in the financial statements.

Potential impact:

  • 〉 Partial or total incapacity to pay out a dividend if the cumulative negative changes in the fair value of investment properties exceed the available reserves. This leads to a lower dividend (yield) than expected for the shareholder or none at al.
  • 〉 Volatility in the share price.
  • 〉 Overall weakening of confidence in the share or in the company in general.

Compliance risk

The risk of an inadequate level of compliance with relevant legislation and regulations and the risk of employees not acting with integrity.

Intervest applies the following mitigating factors and control measures:

  • 〉 Extra attention is paid to screening integrity when recruiting new staff. Awareness is created around this risk among staff, ensuring that they have sufficient knowledge about changes in the relevant legislation and regulations, supported by external legal advisers. To ensure a corporate culture of integrity, an internal code of conduct and whistle-blowing rules have been defined. (1/2)
  • 〉 Adequate internal control mechanisms based on the "four eyes" principle. These mechanisms are intended to limit the risk of behaviour without integrity. (1/2)
  • 〉 Presence of an independent compliance function (pursuant to article 17, §4 of the RREC Act) focused on examining and promoting compliance with the rules relating to the integrity of its business activities. The rules concern those resulting from the company's policy, the status of the company and other legal and regulatory provisions. In other words, this concerns an element of corporate culture, with an emphasis on honesty and integrity and adherence to high ethical standards in business. In addition, both the company and its employees must behave with integrity, i.e. honestly, reliably and in a trustworthy manner.

Potential impact:

  • 〉 Negative influencing of the entire business and operations, the result, the profitability, the financial position and forecast.
  • 〉 Reputational damage.

Risk of expropriation

Expropriation within the framework of public expropriations by competent government authorities.

Intervest applies the following mitigating factors and control measures:

〉 Continuous dialogue with the government in order to come to constructive solutions in the interest of all shareholders.

  • 〉 Loss in value of the investments and forced sale at a loss.
  • 〉 Loss of income due to lack of reinvestment opportunities.

6 ESG risks

Risks associated with ESG transparency and sustainable enterprise

Risk of insufficient transparency regarding the objectives and achievements in the field of ESG (Environmental Social Governance) areas. There is a clear and persistent demand from the broader capital market for Intervest's sustainability strategy and reporting.

Climate change brings with it a wide range of risks, from more frequent extreme weather events such as heat waves, droughts or floods to coastal erosion due to rising sea levels. Risks associated with climate change require attention at the project development stage or modifications to existing buildings to, for example, control indoor temperature and humidity and take into account environmental aspects and flood risks.

Intervest applies the following mitigating factors and control measures:

  • 〉 A strategic ESG policy is laid down in an ESG charter to which a detailed ESG action plan is linked. 〉 Transparent internal and external communication about the objectives and achievements (including in
  • the annual Sustainability Report). 〉 Continuous dialogue with all stakeholders to raise awareness of ESG measures and the importance of compliance.
  • 〉 Integrating the possible consequences of climate change into the investment and development or redevelopment process.
  • 〉 An evaluation per property of the necessary investments in order to achieve the ESG objectives.

  • 〉 Negative impact on the future viability of the company and its activities.

  • 〉 Loss of investors and possibly potential tenants or loss of financing.
  • 〉 Reputational damage.
  • 〉 Negative impact on the Intervest share price.
  • 〉 Negative impact on the fair value of real estate available for rent and consequently decrease of the net value and increase of the debt ratio.

GENERAL INFORMATION

  • 1 Identification
  • 2 Extract from the articles of association
  • 3 Statutory auditor
  • 4 Liquidity provider
  • 5 Property experts
  • 6 Property managers
  • 7 Legal framework and tax systems
  • 8 Information related to the annual financial reports of 2019 and 2018
  • 9 Required components of the annual report
  • 10 Persons responsible for the content of the annual report

1 Identification

Name

Intervest Offices & Warehouses nv is a public RREC under Belgian law.

As at 27 October 2011 the name of the company changed from "Intervest Offices" into "Intervest Offices & Warehouses".

In the Annual Report 2021, Intervest Offices & Warehouses is abbreviated to "Intervest" to refer to the company.

Registered office

Uitbreidingstraat 66, 2600 Antwerp-Berchem.

Reachable by phone on +32 (0)3 287 67 67.

Company number (Antwerp RLP, department Antwerp)

The company is registered at the Crossroads Bank for Enterprises under company number 0458.623.918.

Legal form, foundation, publication

Intervest Offices & Warehouses nv (referred to hereafter as "Intervest") was founded as at 8 August 1996 as a limited liability company under the name of "Immo-Airway", by deed executed before the civil-law notary Carl Ockerman, in Brussels as published in the Appendices to the Belgian Official Gazette of 22 August 1996 under no. BBS 960822-361.

By deed executed before Eric Spruyt, notary in Brussels, and Max Bleeckx, notary in Sint-Gillis-Brussels, executed as at 5 February 1999 and published in the Appendices to the Belgian Official Gazette of 24 February 1999 under number BBS 990224-79, the company's legal form was converted from a limited liability company to a limited partnership with share capital and its name was changed to "PeriFund".

By deed executed before Eric De Bie, notary in Antwerp-Ekeren, with the intervention of Carl Ockerman, notary in Brussels, executed as at 29 June 2001 and published in

the Appendices to the Belgian Official Gazette of 24 July 2001 under number BBS 20010724- 935, the company's legal form was converted from a limited partnership with share capital to a limited liability company and its name was changed to "Intervest Offices". By deed executed before Eric De Bie, notary in Antwerp-Ekeren as at 27 October 2011, and published in the Appendices to the Belgian Official Gazette as at 21 November 2011 under number 2011-11-21/ 0174565, the name was changed into "Intervest Offices & Warehouses".

The articles of association were amended by deed executed by notary Eric De Bie as at 27 October 2014, published in the Appendices of the Belgian Official Gazette under number 2014-11-14/0207173, whereby the corporate objective was changed because the company has become a public regulated real estate company in the sense of article 2, 2° of the RREC Act (and is therefore no longer a public property investment fund) and whereby also other changes to the articles of association were implemented in order to refer to the RREC instead of property investment funds legislation.

As at 15 March 1999, Intervest Offices was recognised as a "public property investment fund with fixed capital under Belgian law", abbreviated to "property investment funds under Belgian law". Taking into account the entry into force of the Act of 19 April 2014 regarding the alternative institutions for collective investments and their managers (the "AIFMD Act")1 , the company has opted to apply for the status of public regulated real estate company, as implemented by the RREC Act, instead of the status of public property investment fund. In this context, the company submitted its permit application as public regulated real estate company to the FSMA as at 17 July 2014. The company was subsequently granted the status of public regulated real estate company by the FSMA pursuant to articles 9, §3 and 77 of the RREC Act as at 9 September 2014, under the suspensive condition of a change in the articles of association of the company and compliance with the stipulations of article 77, §2 and following of the RREC Act. Finally, as at 27 October 2014, the extraordinary general meeting of shareholders in the company approved, with 99,99% of the votes, the change in the corporate objective regarding the change of status from property investment fund to public regulated real estate company, pursuant to the RREC Act. Considering that at the above-mentioned extraordinary general meeting of shareholders no right of abstention whatsoever was executed, and all suspensive conditions were fulfilled to which the change in the articles of association by the extraordinary general meeting of shareholders and the permit granted by the FSMA were subject, Intervest enjoys the status of public regulated real estate company as from 27 October 2014.

1 This act forms the conversion of the European Directive to Belgian law with regard to alternative investment funds managers with the result that this Directive is known as the "AIFMD Directive" and this act as the "AIFMD Act".

As a public regulated real estate company, the company is no longer subjected to the stipulations of the Royal Decree of 7 December 2010 regarding property investment funds and the Act of 3 August 2012 regarding certain forms of collective management of investment portfolios, but since 27 October 2014 the applicable legislation consists of the RREC Act and the RREC Royal Decree.

The articles of association were modified most recently by decision of 26 May 2021, drawn up in a deed executed by notary Eric De Bie and deposited at the Registry of the enterprise court in Antwerp, whereby the supervisory board increased the capital by contribution in kind within the context of the authorised capital.

The company is registered at the Financial Services and Markets Authority (FSMA).

Duration

The company is founded for an indefinite period.

Financial year

The financial year starts as at 1 January and ends as at 31 December of each year.

Inspection of documents

  • 〉 The articles of association of Intervest are available for inspection at the Office of the Clerk of the Commercial Court in Antwerp, and at the company's registered office.
  • 〉 The annual accounts are filed with the balance sheet centre of the National Bank of Belgium.
  • 〉 The annual accounts and associated reports are sent annually to holders of registered shares and to any other person who requests them.
  • 〉 The decisions regarding the appointment and dismissal of the members of the company's bodies are published in the Appendices to the Belgian Official Gazette.
  • 〉 Financial announcements and notices convening the general meetings are published in the financial press.
  • 〉 Relevant public company documents are available on the website www.intervest.be.

The other publicly accessible documents are available for inspection at the company's registered office.

Purpose

Article 4 of the articles of association

  • 4.1. The company has the exclusive objective of:
  • a. either directly, or by means of a company in which it possesses a stake pursuant to the provisions of the RREC Act and the decisions and regulations made for the execution of same, to make real estate available to users; and,
  • b. within the bounds of the applicable legislation on regulated real estate companies, to possess real estate properties as mentioned in article 2, 5° of the RREC Act.

Real estate in the sense of article 2, 5° of the RREC Act includes::

  • i. real estate as defined in articles 517 and following of the Belgian Civil Code, and rights in rem on real estate, with the exclusion of real estate properties of a forestial, agricultural or mining nature;
  • ii. voting shares issued by real estate companies, in which the company directly or indirectly holds over 25% of the capital;
  • iii. option rights to property;
  • iv. shares of public or institutional regulated real estate companies, provided that in the latter case the company directly or indirectly holds over 25% of the capital;
  • v. rights arising from contracts under which one or more properties have been placed under a rental arrangement with the company, or any other similar rights of usufruct have been granted;
  • vi. units in public and institutional property investment funds;
  • vii. units in foreign institutions for collective property investment registered on the list referred to in Article 260 of the Act of 19 April 2014 on alternative institutions for collective investment and their managers;
  • viii. units in institutions for collective property investment located in another Member State of the European Economic Area and which are not registered on the list referred to in article 260 of the Act of 19 April 2014 on alternative institutions for collective investment and their managers, insofar as they are subject to a similar control as public property investment funds;
  • ix. shares or units issued by companies (i) with the status of a legal entity; (ii) resorting under the jurisdiction of another Member State of the European Economic Area; (iii) of which the shares have been admitted for trading on a regulated market and/or that are subject to a prudential control regime; (iv) of which the main activity consists of the acquisition or establishment of real estate with a view to making the same available to users, or the direct or indirect possession of holdings in companies with similar activities; and (v) which are exempt from tax on profit income arising from the activity intended by the stipulation under (iv) above,

provided certain legal obligations are complied with, and which are at least mandatory for the distribution of a portion of their income among their shareholders (mentioned hereinafter "Real Estate Investment Trusts" (abbreviated "REITs"));

  • x. property certificates as defined of the Act of 11 July 2018;
  • xi. participation rights in an SREIF.

The real estate referred to in article 4.1 (b), paragraph 2, (vi), (vii), (viii), (ix) and (xi), which concerns participation rights in an alternative investment institution as referred to in the European regulations, cannot qualify as shares with voting rights issued by real estate companies, regardless of the amount of the participation held directly or indirectly by the Company.

If the applicable legislation on regulated real estate companies were to change in the future and designate other types of assets as real estate within the meaning of the RREC Act, the company will also be allowed to invest in these additional types of assets.

  • c. in the long term, directly or through a company in which it holds a participation in accordance with the provisions of the applicable legislation on regulated real estate companies, where appropriate in cooperation with third parties, concluded with a public client or joining one or more of:
  • i. DBF agreements, the so-called "Design, Build, Finance" agreements;
  • ii. DB(F)M agreements, the so-called "Design, Build, (Finance) and Maintain" agreements;
  • iii. DBF(M)O agreements, the so-called "Design, Build, Finance, (Maintain) and Operate" agreements; and/or
  • iv. agreements for the concession of public works relating to buildings and/or other infrastructure of an immovable nature and related services, and on the basis of which:
    • it ensures the provision, maintenance and/or operation for the benefit of a public entity and/or the citizen as the end user, in order to fulfil a social need and/or to allow the provision of a public service; and
    • the associated financing, availability, demand and/or operating risk, in addition to any construction risk, can be borne by it in whole or in part, without necessarily having rights in rem;
  • d. in the long term, directly or through a company in which it holds a participation in accordance with the provisions of the applicable legislation on regulated real estate companies, where appropriate in cooperation with third parties, to develop, have developed, establish, have established, manage, have managed, operate, have operated or make available:
  • i. facilities and storage facilities for the transport, distribution or storage of electricity, gas, fossil or non-fossil fuel and energy in general and related goods;
  • ii. utilities for the transport, distribution, storage or purification of water and related goods;
  • iii. installations for the generation, storage and transport of renewable or non-renewable energy and related goods; or
  • iv. waste and incineration plants and related goods.
  • e. the initial holding of less than 25% of the capital of a company in which the activities referred to in article 3.1, (c) above are exercised insofar as the said participation is converted into a participation in accordance with the provisions of the applicable legislation on regulated real estate companies within two years, or any longer period required by the public entity with which the contracting takes place in this regard, after the end of the construction phase of the PPP project (within the meaning of the applicable legislation on regulated real estate companies), as a result of a transfer of shares.

If the legislation applicable to regulated real estate companies were to change in the future and allow the company to perform new activities, the company will also be allowed to perform these additional activities.

Within the framework of the provision of real estate, the company may execute all activities relating to the incorporation, construction (without prejudice to the prohibition to act as a property promoter, except in the case of occasional transactions), conversion, furnishing, renovation, development, acquisition, sale, rental, subletting, exchange, contribution, transfer, parcelling, placing under the system of co-ownership or joint ownership of real estate, granting or acquiring building rights, usufruct, leasehold or other rights in rem or personal rights to real estate, the management and operation of real estate.

4.2. The company may incidentally or temporarily invest in securities that are not real estate in the sense of the applicable legislation on regulated real estate companies. These investments will be executed in accordance with the risk management policy adopted by the company and will be diversified, thus guaranteeing an appropriate risk diversification. The company may also own unallocated liquid assets in any currency in the form of demand deposit accounts or term deposit accounts, or in the form of any other easily negotiable monetary instrument.

The company may also conclude transactions in connection with hedging instruments, insofar as these are exclusively intended to cover interest and exchange rate risks in the context of the financing and management of the company's real estate and to the exclusion of any transactions of a speculative nature.

4.3. The company may lease or rent one or more real estate properties (as referred to in the IFRS standards). The activity of leasing real estate with a purchase option (referred to in the IFRS standards) may only be carried out as an incidental activity, unless such real estate properties intended for a purpose that serves the general interest, including social housing and education (in this case the activity may be executed as the main activity).

4.4. Pursuant to applicable legislation on the regulated real estate companies, the company may be involved in:

  • 〉 purchasing, renovation, furnishing, rental, subletting, managing, exchanging, selling, subdividing the property or placing it under the system of joint ownership as described above;
  • 〉 granting mortgages or other securities or guarantees only in the context of the financing of its real estate activities, pursuant to article 43 of the RREC Act;
  • 〉 granting credit facilities and providing securities or

guarantees in favour of a perimeter company of the company pursuant to article 42 of the RREC Act.

4.5. The company may acquire, rent or rent out, carry over or exchange all movable or immovable property, materials and accessories and generally, in accordance with the applicable legislation on regulated real estate companies, perform all commercial or financial actions that are directly or indirectly related to its objective and the exploitation of all intellectual rights and commercial properties related to it.

Insofar as it is compatible with the articles of association of regulated real estate companies, the company may, through contributions in cash or in kind, mergers, subscriptions, participations, financial interventions or other means, participate in all existing companies or enterprises, or those yet to be formed, in Belgium or abroad, the corporate objective of which is identical to its own or the nature of which is such that it promotes its objective.

2 Extract from the articles of association2

Capital - Shares

Article 7 - Authorised capital

7.1. The supervisory board is expressly authorised to increase the nominal capital on one or more occasions by an amount of (i) 50% of € 221.331.564,48, (a) if the capital increase to be realised concerns a capital increase by cash contribution where the company shareholders have the possibility of exercising their preferential right, and (b) if the capital increase to be realised concerns a capital increase by cash contribution where the company shareholders have the possibility of exercising their irreducible allocation right (as referred to in the RREC Act); and (ii) 50% of € 221.331.564,48 if the capital increase to be realised concerns a capital increase within the scope of the payment of an optional dividend; and (iii) 20% of € 221.331.564,48 for all forms of capital increase other than those intended and approved in points (i) and (ii) above; with a total maximum of € 221.331.564,48 for a period of five years to be counted from the date of the publication of the respective authorisation decision by the general meeting in the Appendices to the Belgian Official Gazette. This authorisation may be renewed.

7.2. The supervisory board is authorised to increase the capital through contributions in cash or in kind or, if necessary, through incorporation of reserves or issue premiums, or by issuing convertible bonds or warrants, subject to compliance with the rules prescribed in the Belgian Companies and Associations Code, these articles of association and by the applicable legislation on regulated real estate companies. This authorisation is only related to the amount of authorised share capital and not to the issue premium.

7.3. For every capital increase, the supervisory board shall propose the price, any issue premium and the issue conditions for the new shares, unless the general meeting should decide otherwise.

7.4 The supervisory board may restrict or revoke the shareholders' pre-emptive right, where appropriate in favour of one or more specific persons who do not belong to the staff, in accordance with article 10.2 of the articles of association.

Article 8 - Nature of the shares

8.1. The shares are registered or in the form of dematerialised securities.

8.2. A record of the registered shares, which each shareholder is entitled to inspect, is maintained at the company's registered office. Registration certificates shall be issued to the shareholders. Each dematerialised share is represented by a booking to an account in the name of the shareholder with a certified account holder or with a settlement institution.

8.3. Any transfer inter vivos or pursuant to death, and any exchange of securities, shall be indicated in the above-mentioned register.

8.4. Shareholders may request the conversion of registered shares into dematerialised shares and vice versa, in writing, at any time and at their own cost.

Article 12 - Transparency regulations

12.1. In accordance with the applicable legal prescriptions, every natural or legal person that purchases or sells shares or other financial instruments of a company with a right to vote, be it representing capital or not, is obliged to notify the company as well as the Financial Services and Markets Authority (FSMA) of the number of financial instruments that he, she or it possesses whenever the right to vote connected to these shares reaches five percent (5%) or a multiple of five percent of the total number of voting rights at that moment or at the moment when circumstances occur that give reason for such notification to become obligatory.

12.2. Besides the legal thresholds mentioned in the previous paragraph, the company also stipulates a statutory threshold of three percent (3%).

12.3. This declaration is also compulsory in the event of the transfer of shares, if as a result of this transfer the number of voting rights rises above or falls below the thresholds specified in the first or second paragraph.

2 These articles are neither complete, nor are they the literal rendering of the articles of association. The full articles of association may be consulted at the registered office of the company and at www.intervest.be.

Administration and supervision

Article 13. - Dual governance

The company is managed by a supervisory board and a management board, each within the limits of the powers assigned to it. In addition to the rules provided for in the articles of association, both the supervisory board and the management board may issue internal regulations in accordance with article 2:59 of the Belgian Companies and Associations Code, whereby the internal regulations of the management board must first be approved by the supervisory board.

Article 14 - Supervisory board Nomination - dismissal - vacancy

14.1. The supervisory board is composed of at least three members, who may or may not be shareholders, who are appointed by the general meeting of shareholders for a maximum of six years and whose appointment may be revoked at any time by the latter with immediate effect and without giving reasons. The members of the supervisory board may be re-elected.

In the event that one or more mandates become vacant, the remaining members have the right to fill the vacancy provisionally until the next general meeting, which may or may not then proceed to the finalised appointment of the co-opted member of the supervisory board.

14.2. In accordance with the provisions of article 13 of the RREC Act, the supervisory board is composed in such way that the company can be managed in accordance with article 4 of the RREC Act. At least three independent members within the meaning of article 7:87, §1 of the Belgian Companies and Associations Code must sit on the company's supervisory board.

All members of the supervisory board are exclusively natural persons and must permanently satisfy the requirements in terms of professional reliability, experience and correct expertise, as specified by article 14 §1 of the RREC Act. They may not fall under the application of the prohibitions referred to in article 20 of the Act of 25 April 2014 related to the statute for and supervision of credit institutions. The members of the supervisory board must satisfy the requirements of articles 14 and 15 of the RREC Act. The appointment of the members of the supervisory board is submitted in advance to the FSMA for approval.

14.3. Members of the supervisory board cannot also be members of the management board. However, members of the management board can be invited by the supervisory board to attend its meetings without voting rights and without decision-making authority. Members of the supervisory board cannot be bound to the company in this capacity by an employment contract.

Article 16 - Management board Nomination - dismissal

16.1. The management board is made up of at least three members appointed by the supervisory board. The supervisory board may terminate the mandate of any member of the management board at any time with immediate effect and without giving reasons. Without prejudice to stricter legal provisions, the supervisory board determines the remuneration of the members of the management board.

16.2. All members of the management board are natural persons and at all times must possess the professional reliability and appropriate expertise required for the performance of their duties, as stipulated in article 14 §1 of the RREC Act. They must not be prohibited from being a member of a management board pursuant to article 20 of the Act of 25 April 2014 on the status and supervision of credit institutions. The members of the management board must satisfy the requirements of articles 14 and 15 of the RREC Act.

The appointment of the members of the management board is submitted in advance to the FSMA for approval.

16.3. Members of the management board cannot also be members of the supervisory board. Members of the management board cannot be bound to the company in this capacity by an employment contract.

Article 18 - Effective management

The effective management of the company is entrusted to at least two natural persons.

The persons entrusted with the effective management must satisfy the requirements of articles 14 and 15 of the RREC Act.

Article 21 - Conflicts of interest

The members of the supervisory board, the members of the management board, the persons charged with day-to-day management and the authorised agents of the company will respect the rules relating to conflicts of interests, as provided for by articles 36, 37 and 38 of the RREC Act and by the Belgian Companies and Associations Code as they may be amended.

Article 22 - Audit

22.1. The task of auditing the company's transactions will be assigned to one or more statutory auditors, appointed by the general meeting from the members of the Belgian Institute of Company Auditors for a renewable period of three years. The statutory auditor's remuneration will be determined at the time of his/her appointment by the general meeting.

22.2. The statutory auditor(s) also audit and certify the accounting data contained in the company's annual accounts.

22.3. The statutory auditor's assignment may only be consigned to one or more recognised statutory auditors' companies, recognised by the FSMA. Prior approval is required from the FSMA for the appointment of auditors to the company. This approval is also required for the renewal of an assignment.

General meeting

Article 23 - General, special and extraordinary general meeting

23.1. The ordinary general meeting of shareholders, known as the annual meeting, must be convened every year on the last Wednesday of April at 3:00 p.m. If this day is a public holiday, the meeting will be held on the next working day.

23.2. An extraordinary general meeting can be convened at any time to deliberate and decide on any matter that falls within its competence and that does not relate to amendments to the articles of association.

23.3. An extraordinary general meeting can be convened before a notary at any time to deliberate and decide on amendments to the articles of association, in the presence of the notary.

23.4. The general meetings are held at the company's registered office or at another location in Belgium, as announced in the notice convening the meeting.

Article 26 - Participation in the general meeting

26.1. The right to participate in the general meeting and to exercise voting rights there depends on the accounting registration of the registered shares of the shareholder on the 14th day prior to the date of the general meeting at 12 midnight (Belgian time) (referred to hereafter as the "registration date"), either by means of their registration in the company's shareholder register or by their registration in the accounts of a certified account holder or settlement institution, irrespective of the number of shares held by the shareholder on the date of the general meeting.

26.2. The owners of dematerialised shares who wish to participate in the meeting must submit a certificate, issued by their financial intermediary or certified account holder, indicating how many dematerialised shares were registered in the name of the shareholder in their accounts on the registration date and for which the shareholder has declared that the shareholder would like to participate in the general meeting. This submission must be made no later than six days before the date of

the general meeting to the company's registered office via the email address of the company stated in the notice convening the meeting or via the email address of the institutions stated in the convening notice.

26.3. The owners of registered shares who wish to participate in the meeting must inform the company of their intention to do so by regular mail, fax or email no later than six days prior to the date of the meeting.

Article 30 - Voting rights

30.1. Each share gives the holder the right to one vote.

30.2. If one or more shares are jointly owned by different persons or by a legal entity with a representative body consisting of several members, the associated rights may only be exercised vis-à-vis the company by a single person who has been appointed in writing to do so by all the persons holding rights. Until such a person has been appointed, all of the rights associated with those shares remain suspended.

30.3. If a share is encumbered with a usufruct, the voting rights associated with the share are exercised by the usufructuary, subject to an objection from the bare owner.

Social documents result allocation

Article 34 - Appropriation of profit

Pursuant to article 45, 2° of the RREC Act the company distributes annually as capital at least 80% of the result as determined by the RREC Act and the decisions taken and regulations observed regarding its implementation. However, this obligation is not detrimental to article 7:212 of the Belgian Companies and Associations Code.

3 Statutory auditor

As at 24 April 2019, Deloitte Bedrijfsrevisoren, bv under the form of a CVBA, member of the Institute of Registered Auditors which is represented by Rik Neckebroeck, IBR membership A01529, having an office in 1930 Zaventem, Luchthaven Nationaal 1 J, was reappointed as statutory auditor of Intervest for financial years 2019, 2020 and 2021. The mandate of the statutory auditor will end immediately after the annual meeting to be held in 2022.

The remuneration paid to the statutory auditor is determined based on market rates and independent of Intervest, in accordance with the ethical requirements and the standards of the Belgian Institute of Registered Auditors and in accordance with the applicable stipulations relating to the independence of the statutory auditor contained in the Belgian Companies and Associations Code.

The remuneration of the statutory auditor amounts to € 77.000 (excl. VAT) as from the financial year commencing as at 1 January 2021 for the survey of the statutory and consolidated annual accounts.

Deloitte Bedrijfsrevisoren is also appointed statutory auditor for all the Belgian perimeter companies.

4 Liquidity provider

Intervest has concluded liquidity agreements with KBC Securities, Havenlaan 12, 1080 Brussels and with Bank Degroof Petercam, Nijverheidsstraat 44, 1040 Brussels to promote the negotiability of the shares. In practice this happens by regularly submitting purchase and sale orders within certain margins.

The remuneration has been set at a fixed amount of € 33.000 a year.

5 Property experts

As at 31 December 2021, the property experts of the real estate company are:

  • 〉 Cushman & Wakefield, 1000 Brussels, Avenue des Arts/Kunstlaan 56. The company is represented by Gregory Lamarche and Victoria Parret. They evaluate the office portfolio. The remuneration for financial year 2021 amounted to € 67.408 (excluding VAT).
  • 〉 CBRE Valuation Services bvba, Avenue Lloyd George/ Lloyd Georgelaan 7, 1000 Brussels, represented by Jason Mommaerts and Kevin Van de Velde. They evaluate the logistics properties, including the office building in Herentals adjacent to the logistics site in Herentals. The remuneration for financial year 2021 amounted to € 59.192 (excluding VAT)
  • 〉 CBRE Valuation Advisory, Anthony Fokkerweg 15, P.O. Box 7971, 1006 AD Amsterdam, represented by H.W.B. Knol and D.D.L. Ummels. They evaluate the properties in the Netherlands. The remuneration for financial year 2021 amounted to € 43.500 (excluding VAT).

In accordance with the RREC Act, they value the portfolio four times a year. The fee of the property experts is independent of the value of the property and calculated on the basis of an annual fixed amount per building.

6 Property managers

Intervest performs its management activities itself from the head office in Antwerp and does not delegate the execution of its activities to third parties, apart from the property management of Mechelen Campus that is managed by the external manager Quares Property and Facility Management nv. and from the office building in Herentals that is managed by Zuyderstraete Vastgoed bv. However, this property management was discontinued as at 30 June 2021 and was supervised by the technical director of Intervest, who had built in the necessary internal controls. Furthermore, the management of the Dutch investment properties is steered by the Intervest office in Eindhoven and carried out by Storms International Property Services, under the supervision of the cio of Intervest.

7 RREC - legal framework and tax systems

As a group, Intervest uses a number of regimes to structure its activities in Belgium and the Netherlands. In Belgium, the group consists for the greatest part of the public regulated real estate company (RREC) Intervest Offices & Warehouses nv, the institutional regulated real estate company (IRREC) Genk Green Logistics nv and the specialised real estate investment fund (SREIF) Greenhouse Singel nv. In the Netherlands, an association on a cooperative basis and taxed private limited companies are used.

For a detailed description of the group structure of Intervest is referred to Note 24. List of consolidated companies, in the Financial Statements.

7.1 Belgium: the public regulated real estate company (RREC)

Legal framework

The status of regulated real estate company (RREC) is stipulated in the Act of 12 May 2014 regarding regulated real estate companies, as amended from time to time (the RREC Act) and in the Royal Decree of 13 July 2014 concerning regulated real estate companies, as amended from time to time (the RREC Royal Decree) in order to encourage public investments in real estate. The concept is very similar to that of the Real Estate Investment Trusts (REIT-USA), the Fiscale Beleggingsinstellingen (FBI-Netherlands), the Sociétés d'Investissement Immobilier Côtées (SIIC - France) and the REITs in the United Kingdom and Germany.

As a public real estate company with a separate REIT status, the RREC is subject to strict legislation with a view to the protection of its shareholders and financiers. The status provides both financiers and private investors with the opportunity of gaining access in a balanced, costeffective and fiscally transparent manner to a diversified property portfolio.

It is the legislator's intention that RRECs guarantee optimum transparency with regard to investment properties and ensure the pay-out of maximum cash flow, while the investor enjoys a wide range of benefits.

The RREC is monitored by the Financial Services and Markets Authority (FSMA) and is subject to specific regulations, the most notable provisions of which are as follows:

  • 〉 adopting the form of a limited liability company or a partnership limited by shares with a minimum capital of € 1.200.000
  • 〉 company with fixed capital and fixed number of shares 〉 mandatory listed with an obligatory distribution of at
  • least 30% of the shares to the public at large 〉 the public RREC's sole objective is (a) either directly,
  • or by means of a company in which it possesses a stake pursuant to the provisions of the RREC Act and the decrees and regulations made for the execution of the same, to make real estate available to users; and (b) where appropriate and within the bounds of Article 7, b) of the RREC Act, to possess real estate as mentioned in article 2, 5°, VI to X of the RREC Act; the RREC thus has no statutorily anchored investment policy, but develops a strategy in which its activities may extend across the entire value chain of the real estate sector
  • 〉 limited possibility to take out mortgages; the amount of the mortgages or other securities may not exceed 50% of the overall fair value of the real estate and the mortgages or securities granted must not cover more than 75% of the encumbered property
  • 〉 a debt ratio limited to 65% of total assets; if the debt ratio exceeds 50%, a financial plan must be drawn up in accordance with the provisions of article 24 of the RREC Royal Decree. In case of a dispensation authorised by the FSMA based on article 30, §3 and §4 of the RREC Act, the consolidated debt ratio of the public RREC pursuant to the provisions of article 30 §4 of the RREC Act may not exceed 33%.
  • 〉 the annual financial interest costs arising from the debt burden may in no case exceed the threshold of 80% of the operating result before the result on the portfolio increased with the financial income of the company
  • 〉 at least 80% of the sum of the adjusted result and the net gains on the sale of real estate that is not exempt from the mandatory distribution must be distributed; however, the reduction of the debt during the financial year may be deducted from the amount to be distributed
  • 〉 strict rules with regard to conflicts of interest
  • 〉 an entry of the portfolio at market value without the possibility of depreciation
  • 〉 a quarterly estimate of the real estate assets by independent experts, who are subjected to a three-year rotation system
  • 〉 a spread of the risks: investing up to 20% of the assets in real estate that forms one single property entity, with certain exceptions
  • 〉 an RREC may not engage in "development activities" unless this is only on an occasional basis; this means that an RREC cannot act as a property developer with the intention of erecting buildings in order to sell them afterwards and collect a development profit
  • 〉 the opportunity to establish perimeter companies which can take the form of an "institutional RREC", in which the public RREC directly or indirectly holds over 25% of the authorised capital in order to be able to

implement specific projects with a third party, and the financial instruments of which may only be held by the following persons: (i) qualifying investors or (ii) natural persons, on condition that the minimum amount of the subscription or of the price or performance in exchange on the part of the purchaser is determined by the King by means of a decision made at the recommendation by the FSMA, and to the extent that the subscription or the transfer is done in accordance with the above-mentioned rules, who act for their own account in both cases, and the shares of which may only be acquired by such investors

  • 〉 at least three independent directors in the sense of article 526ter of the Belgian Companies Code sit on the supervisory board
  • 〉 the fixed fees of directors and the effective managers may not depend on the operations and transactions carried out by the public RREC or its subsidiaries: this therefore prohibits them being granted a fee based on the turnover. This rule also applies to the variable fee. If the variable remuneration is determined according to the result, only the consolidated EPRA earnings may be used as a basis for this.

These rules aim to limit the risk for shareholders

RREC - tax system

With the RREC Act the legislator has given RRECs a different tax status.

A RREC is subject to the normal corporate tax rate, however this only applies to a limited taxable basis, consisting of the sum of (1) the abnormal or benevolent benefits it has received (2) expenses and costs that are not deductible as professional expenses, other than depreciations and losses on shares. The results (rental income and gain from sale minus the operating expenses and financial charges) are thus exempt from corporate tax on condition that at least 80% of the operating distributable profit is paid out in accordance with article 13 §1 of the RREC Royal Decree and Chapter III of Annex C of the RREC Royal Decree. It can also be subjected to the special secret commissions tax on commissions and remunerations paid that are not properly documented in individual pay sheets and a summary statement.

The withholding tax on the dividends that are paid out by a public RREC equals 30%, to be withheld when paying the dividend (subject to certain exemptions).

This is a discharging withholding tax for private individuals who are residents of Belgium.

If a company converts to the status of RREC, or if a (normal) company merges with an RREC or splits part of its immovable assets with a transfer to an RREC, or contributes to an RREC, it must pay a one-time tax (the so-called exit tax), which is currently 15%. After that, the RREC is only subject to taxes on very specific elements, such as rejected expenses and abnormal benefits.

This exit tax is the fiscal price that such companies must pay in order to leave the normal tax system. In terms of the tax system, this transfer is treated as a (partial) division of the company's assets by the company to the RREC. When dividing the company's assets, a company must treat the difference between the payments in cash, in securities or in any other form and the revalorised value of the paid-up capital (in other words the gain that is present in the company) as a dividend.

The Income Tax Code states that the sum paid out equals the actual value of the company's assets on the date when this transaction has taken place (art. 210, §2 Income Tax Code 1992). The difference between the actual value of the company's assets and the revalorised value of the paid-up capital is equated with a dividend paid out. The reserves that have already been taxed may be subtracted from this difference. As a rule, the remainder forms the taxable basis that is subject to the 15% rate.

The exit tax is calculated with due observance of the Circular Letter Ci.RH.423/567.729 of the Belgian tax administration of 23 December 2004, of which the interpretation of the practical application could always change. The "actual tax value", as the circular letter refers to it, is calculated by deducting registration fees or VAT (which would apply in case of sale of the assets) and can differ from the fair value of the property as listed on the public RREC balance sheet in accordance with IAS 40.

7.2 Belgium: the institutional regulated real estate company (IRREC)

The institutional RREC is regulated by the Act of 12 May 2014 regarding regulated real estate companies, as amended from time to time (the RREC Act) and in the Royal Decree of 13 July 2014 concerning regulated real estate companies, as amended from time to time (the RREC Royal Decree). It is a lighter form of the public RREC. It offers the public RREC the opportunity to extend the specific tax aspects of its system to its perimeter companies and to realise partnerships and specific projects with third parties. The status of institutional RREC is acquired after approval by the FSMA.

The main characteristics of the institutional RREC are:

  • 〉 unlisted company and more than 25% controlled by a public RREC
  • 〉 joint or exclusive control by a public RREC
  • 〉 registered shares held by eligible investors or by private individuals with a participation of at least € 100.000
  • 〉 no requirements regarding diversification or debt ratio (consolidation at public RREC level)
  • 〉 obligation to distribute a dividend
  • 〉 activity consists of making real estate available to users
  • 〉 no obligation to appoint a property expert, since the property portfolio is valued by the expert of the public RREC
  • 〉 statutory accounts prepared in accordance with IFRS standards (same accounting scheme as the public RREC)
  • 〉 strict rules on operation and conflicts of interest
  • 〉 control by the FSMA.

The institutional RREC has the same tax system as the public RREC.

7.3 Belgium: the specialised real estate investment fund (SREIF)

The Specialised Real Estate Investment Fund ("SREIF") is governed by the Royal Decree of 9 November 2016 on specialised property investment funds. This system permits investments in real estate in a flexible and efficient fund.

The main characteristics of the SREIF are:

  • 〉 a light regulatory regime without the approval and direct supervision of the FSMA, if certain criteria are met. Only the listing on a list of the Belgian Ministry of Finance is required
  • 〉 financial instruments issued by a SREIF can only be acquired by eligible investors
  • 〉 an SREIF can be exempted from the AIFM Act (Act of 19 April 2014 on alternative collective investment undertakings and their managers) if certain criteria are met
  • 〉 an SREIF is subject to an investment volume of at least € 10 million at the end of the second financial year following its inclusion on the SREIF list
  • 〉 an SREIF is a closed fund with fixed capital and cannot be traded publicly
  • 〉 a SREIF invests in real estate, broadly defined, but without mandatory diversification requirements or leverage limits (or the use of leverage limits)
  • 〉 statutory accounts prepared in accordance with IFRS standards (same accounting scheme as the public RREC)
  • 〉 an SREIF is subjected to an annual mandatory distribution of 80% of its profits
  • 〉 the duration of a SREIF is limited to ten years with the possibility of extending this period with successive periods each of up to five years.

A specialised real estate investment fund has the same tax system as the RREC.

7.4 The Netherlands: taxed entities

Intervest incorporated a Dutch cooperatively based association named Intervest Nederland Coöperatief U.A. as at 28 April 2017 to realise real estate investments in the Netherlands. Intervest has structured its Dutch investment properties in Dutch "BVs" (private limited companies).

The above-mentioned cooperatively based Dutch association named Intervest Nederland Coöperatief U.A., as well as the Dutch private limited companies, are subject to corporate tax as domestic taxpayers. Profit payments by the Dutch private limited companies to the Dutch cooperatively based association are not taxed because they fall under contribution exemption.

8 Information related to the annual financial reports of 2020 and 2019

  • 〉 Consolidated annual accounts 2020: p. 174 to p. 227 of the 2020 annual financial report
  • 〉 Management report covering 2020: p. 34 to p. 172 of the 2020 annual financial report
  • 〉 Auditor's report covering 2020: p. 229 to p. 233 of the 2020 annual financial report
  • 〉 Key figures 2020: p. 20 to p. 27
  • 〉 〉 Consolidated annual accounts 2019: p. 156 to p. 209 of
  • the 2019 annual financial report 〉 Management report covering 2019: p. 36 to p. 155 of the 2019 annual financial report
  • 〉 Auditor's report covering 2019: p. 210 to p. 215 of the 2019 annual financial report
  • 〉 Key figures 2019: p. 20 to p. 28

9 Required components of the annual report

In accordance with articles 3:6 en 3:32 of the Belgian Companies Code, the required parts of the Intervest annual report are presented in the following chapters:

  • 〉 Risk factors
  • 〉 Corporate governance statement
  • 〉 Activities report Property report -
  • 〉 Activities report Financial report
  • 〉 Activities report Outlook for 2022
  • 〉 Financial statements.

PERSONS RESPONSIBLE FOR THE CONTENT OF THE ANNUAL REPORT

Pursuant to article 13 §2 of the Royal Decree of 14 November 2007, the supervisory board, composed of Ann Smolders (chairwoman), Johan Buijs, Jacqueline Heeren - de Rijk, Marco Miserez, Marc Peeters and Marleen Willekens, declares that after taking all reasonable measures and according to its knowledge:

  • a. the annual accounts, prepared in accordance with the "International Financial Reporting Standards" (IFRS) as accepted by the European Union and in accordance with the Act of 12 May 2014 on regulated real estate companies, give a true and fair view of the equity, the financial position and the results of Intervest Offices & Warehouses nv and the companies included in the consolidation
  • b. the annual report gives a true statement of the main events which occurred during the current financial year, their influence on the annual figures, the main risk factors and uncertainties regarding the remaining months of the financial year with which Intervest Offices & Warehouses nv is confronted, as well as the main transactions between related parties and their possible effect on the annual figures if these transactions should entail significant meaning and were not concluded at normal market conditions
  • c. the information in the annual report coincides with the reality and no information has been omitted whereby the statement could modify the purpose of the annual report.

TERMINOLOGY AND ALTERNATIVE PERFORMANCE MEASURES

Alternative performance measures are criteria used by Intervest to measure and monitor its operational performance. The measures are used in the financial reporting, but they are not defined by an Act or in the generally accepted accounting principles (GAAP). The European Securities and Markets Authority (ESMA) issued guidelines which, as of 3 July 2016, apply to the use and explanation of the alternative performance measures. The alternative measures are indicated with ★ and include a definition, objective and reconciliation as required by the ESMA guidelines.

Acquisition value of a real estate property

This term is used to refer to the value at the purchase or the acquisition of a real estate property. If transfer costs are paid, they are included in the acquisition value.

Average interest rate of the financing★

Definition - The average interest rate of the financing of the company is calculated by the (annual) net interest charges and the capitalized intercalary interest, divided by the weighted average debt for the period (based on the daily withdrawal from the financing (credit facilities from financial institutions, bond loans, etc.)). This alternative performance measure is calculated on the basis of the company's consolidated annual accounts.

Application - The average interest rate of the financing measures the average financing cost of the debts and makes it possible to follow how it evolved in time, within the context of the developments of the company and of the financial markets

Reconciliation in thousands € 31.12.2021 31.12.2020
Net interest charges A 6.997 7.638
Capitalized intercalary interest B 1.080 317
Weighted average debt for
the period
C 459.768 397.690
Average interest rate of the financing (based on 360/365) (%) =(A+B)/C 1,8% 2,0%

Contractual rents

These are the gross indexed annual rents, laid down contractually in the lease agreements, as at closing date, and before rental discounts or other benefits granted to tenants have been deducted.

Corporate governance

Corporate governance as such is an important instrument for the ongoing improvement of management of the real estate company and for the safeguarding of the shareholders' interest.

Debt ratio

The debt ratio is calculated as the ratio of all obligations (excluding provisions, deferred charges and accrued income) excluding the negative variations in the fair value of the hedging instruments in relation to the total of the assets. The calculation method of the debt ratio is in accordance with Article 13 §1 second subparagraph of the Royal Decree of 13 July 2014. In this Royal Decree, the maximum debt ratio for the real estate company is set at 65%.

Diluted net result per share

The diluted net result per share is the net result as published in the income statement, divided by the weighted average of the number of shares adapted before the effect of potential ordinary shares that result in dilution.

EPRA and EPRA terminology 1

EPRA (European Public Real Estate Association) is an organisation that promotes, helps develop and represents the European listed real estate sector, both in order to boost confidence in the sector and increase investments in Europe's listed real estate.

In October 2019 the EPRA's Reporting and Accounting Committee published an update of the report entitled Best Practices Recommendations ('BPR')1 . This BPR contains the recommendations for defining the main financial performance indicators applicable to the real estate portfolio. A number of these indicators are regarded as alternative performance criteria in accordance with the ESMA guidelines. The numerical reconciliation of these alternative performance criteria can be found hereafter. The alternative performance measures are calculated on the basis of the company's consolidated annual accounts.

EPRA earnings ★ Result derived from the strategic operational activities.
EPRA Net Asset Value (NAV)
indicators★
(i) EPRA Net Reinstatement Value (NRV) provide an estimation of the value
required to rebuild the company through the investment markets based on its
current capital and financing structure, including real estate transfer taxes.
(ii) EPRA Net Tangible Assets (NTA) assumes that the company buys and sells
assets, thereby crystallising certain levels of unavoidable deferred tax.
(iii) The EPRA Net Disposal Value (NDV) represents the value accruing to the
company's shareholders under an asset disposal scenario, resulting in the settle
ment of deferred taxes, the liquidation of financial instruments and the recognition
of other liabilities for their maximum amount, net of any resulting tax.
EPRA Net Initial Yield (NIY) Annualised gross rental income based on the contractual rents passing as at the
closing date of the annual accounts, less the property charges, divided by the
market value of the portfolio, increased by the estimated transaction rights and
costs resulting from the hypothetical disposal of investment properties.
EPRA topped-up NIY This measure incorporates an adjustment to the EPRA NIY in respect of the expi
ration of rent-free periods (or other unexpired lease incentives such as discounted
rent periods and step rents).
EPRA vacancy rate Estimated market rental value (ERV) of vacant space divided by ERV of the whole
portfolio available upon rental.
EPRA cost ratio (including
direct vacancy costs)★
EPRA costs (including direct vacancy costs) divided by gross rental income less
compensations for leasehold estate and long-lease rights.
EPRA cost ratio (excluding
direct vacancy costs)★
EPRA costs (excluding direct vacancy costs) divided by gross rental income less
compensations for leasehold estate and long-lease rights.
EPRA net rental growth
based on an unchanged port
folio composition★
Is also referred to as EPRA Like-for-like Net Rental Growth. EPRA net rental
growth based on an unchanged portfolio composition compares the growth of
the net rental growth of the investment properties not being developed for two
full years preceding the financial year closing date and that were available for rent
for the entire period. The like-for-like based changes to the gross rental income
provide an insight into the changes to the gross rental income that are not the
result of changes to the real estate portfolio (investments, divestments, major
renovation works, etc.).

EPRA earnings★

Definition - The EPRA earnings are the operating result before result on portfolio minus the financial result and taxes and excluding changes in fair value of financial derivatives (which are not treated as hedge accounting in accordance with IAS 39) and other non-distributable elements based on the statutory annual account of Intervest Offices & Warehouses nv. This alternative performance measure is calculated on the basis of the company's consolidated annual accounts.

Application - The EPRA earnings measure the result of the strategic operational activities, excluding (i) the changes in fair value of financial assets and liabilities, and (ii) the result on portfolio (the profit or loss on investment properties that may or may not have been realised). This amounts to the result that is directly influenced by the real estate and the financial management of the company, excluding the impact accompanying the volatility of the real estate and financial markets.

Reconciliation in thousands € 31.12.2021 31.12.2020
Net result 104.741 46.060
Minority interests -6.641 -2.629
Net result (share Group) 98.100 43.431
Eliminated from the net result (+/-):
Result on disposals of investment properties
-198 -1.670
Changes in fair value of investment properties
-66.020 -15.454
Other result on portfolio
11.205 9.083
Changes in fair value of financial assets and liabilities
-4.217 2.311
Minority interests regarding the above
6.306 2.654
EPRA earnings 45.176 40.355

EPRA earnings per share based on the weighted average number of shares★

Definition - The EPRA earnings per share are the EPRA earnings divided by the weighted average number of shares. This alternative performance measure is calculated on the basis of the consolidated annual accounts of the company.

Application - The EPRA earnings per share measure the EPRA earnings per weighted average number of shares and make it possible to compare these with the gross dividend per share.

Reconciliation 31.12.2021 31.12.2020
EPRA earnings (in thousands €)
A
45.176 40.355
Weighted average number of shares
B
25.983.006 25.164.126
EPRA earnings per share (in €)
=A/B
1,74 1,60

EPRA Net Asset Value (NAV) indicators

Definition - Net Asset Value (NAV) adjusted in accordance with the Best Practice Recommendations (BPR) Guidelines published by EPRA in October 2019 for application as from 2020.

Application - Makes adjustments to the NAV per the IFRS financial statements to provide stakeholders with the most relevant information on the fair value of the assets and liabilities of a real estate investment company, under three different scenarios:

  • 〉 The EPRA Net Reinstatement Value (NRV) provide an estimation of the value required to rebuild the company through the investment markets based on its current capital and financing structure, including real estate transfer taxes.
  • 〉 The EPRA Net Tangible Assets assumes (NTA) that the company buys and sells assets, thereby crystallising certain levels of unavoidable deferred tax.
  • 〉 The EPRA Net Disposal Value (NDV) represents the value accruing to the company's shareholders under an asset disposal scenario, resulting in the settlement of deferred taxes, the liquidation of financial instruments and the recognition of other liabilities for their maximum amount, net of any resulting tax.
in thousands € 31.12.2021
EPRA NRV EPRA NTA EPRA NDV
IFRS Equity attributable to shareholders of the parent company 622.512 622.512 622.512
Diluted NAV at fair value 622.512 622.512 622.512
To be excluded: 31.942 30.660 0
Deferred tax in relation to the revaluation at fair value of invest

ment properties
27.453 26.425
Fair value of financial instruments
4.489 4.489
Intangibles assets as per the IFRS balance sheet
-254
To be added: 49.362 0 -813
Fair value of debt with fixed interest rate
-813
Real estate transfer tax
49.362
NAV 703.816 653.172 621.699
Diluted number of shares 26.300.908 26.300.908 26.300.908
NAV per share (in €) 26,76 24,83 23,64
in thousands € 31.12.2020
EPRA NRV EPRA NTA EPRA NDV
IFRS Equity attributable to shareholders of the parent company 547.218 547.218 547.218
Diluted NAV at fair value 547.218 547.218 547.218
To be excluded: 24.407 23.928 0
Deferred tax in in relation to the revaluation at fair value of invest

ment properties
15.656 15.656
Fair value of financial instruments
8.751 8.751
Intangible assets as per the IFRS balance sheet
-479
To be added: 42.394 0 -2.180
Fair value of debt with fixed interest rate
-2.180
Real estate transfer tax
42.394
NAV 614.019 571.146 545.038
Diluted number of shares 25.500.672 25.500.672 25.500.672
NAV per share (in €) 24,08 22,40 21,37

Estimated rental value (ERV)

The estimated rental value is the rental value determined by the independent property experts.

Fair value of an investment property

This is equal to the amount at which a building could be exchanged between well-informed parties, in agreement and acting in conditions of normal competition. From the seller's point of view, this must be understood as subject to deduction of registration fees and any costs.

Specifically, this means that the fair value of the investment properties is equal to the investment value divided by 1,025 (for buildings with a value of more than € 2,5 million) or the investment value divided by 1,10/1,125 (for buildings with a value of less than € 2,5 million). For the investment properties of Intervest located in the Netherlands and kept through the Dutch subsidiaries, this means that the fair value of the investment properties is equal to the investment value divided by 1,09.

Free float

Free float is the percentage of shares owned by the public. According to the EPRA and Euronext definition it concerns all shareholders possessing individually less than 5% of the total number of shares.

Gross dividend yield

The gross dividend yield is the gross dividend divided by the share price on closing date.

Institutional regulated real estate company (IRREC)

The institutional RREC is stipulated in the Act of 12 May 2014 concerning regulated real estate companies, as amended from time to time (the RREC Act) and in the Royal Decree of 13 July 2014 concerning regulated real estate companies, as amended from time to time (the RREC Royal Decree). It is a lighter form of the public RREC. It offers the RREC the possibility to extend specific tax aspects of its system to its perimeter companies and to realise partnerships and specific projects with third parties.

Interest coverage ratio

The interest coverage ratio is the ratio between the operating result before result on portfolio and the financial result (excluding the changes in fair value of financial derivatives).

Intervest

Intervest is the abridged name for Intervest Offices & Warehouses, the full legal name of the company.

Investment value of a real estate property

This is the value of a building estimated by the independent property expert, and including the transfer costs without deduction of the registration fees. This value corresponds to the formerly used term "value deed in hand".

Liquidity of the share

Ratio of the number of traded shares on one day and the number of shares.

Net dividend

The net dividend equals the gross dividend after deduction of 30% withholding tax. The withholding tax on dividends of public regulated real estate companies amounts to 30% (except in case of certain exemptions) as a result of the Programme Act of 25 December 2016, published in the Belgian Official Gazette of 29 December 2016.

Net dividend yield

The net dividend yield is equal to the net dividend divided by the share price on closing date.

Net result per share (Group share)★

Definition - The net result per share (Group share) is the net result as published in the income statement, divided by the weighted average number of shares (i.e. the total amount of issued shares less the own shares) during the financial year. This alternative performance measure is calculated on the basis of the company's consolidated annual accounts.

Reconciliation 31.12.2021 31.12.2020 Net result (Group share) (in thousands €) A 98.100 43.431 Weighted average number of shares B 25.983.006 25.164.126 Net result - Group per share (in €) =A/B 3,78 1,73

Net value (fair value) per share

Total shareholders' equity attributable to the equity holders of the parent company (therefore, after deduction of the minority interests) divided by the number of shares at the end of the year (possibly after deduction of own shares). It corresponds to the net value as defined in article 2, 23° of the RREC Act.

The net value (fair value) per share measures the value of the share based on the fair value of the investment properties and makes it possible to make a comparison with the stock exchange quotation.

Net value (investment value) per share★

Definition - Total shareholders' equity attributable to the equity holders of the parent company (therefore, after deduction of the minority interests) increased with the reserve for the impact on the fair value of estimated transaction rights and costs resulting from the hypothetical disposal of investment properties, divided by the number of shares at the end of the year (possibly after deduction of own shares). This alternative performance measure is calculated on the basis of the company's consolidated annual accounts.

Application - The net value (investment value) per share measures the value of the share based on the investment value of the investment properties and makes it possible to make a comparison with the stock exchange quotation.Toepassing - De operationele marge geeft een indicatie over de mogelijkheid van de vennootschap om winst te genereren uit haar operationele activiteiten, zonder rekening te houden met het financieel resultaat, de belastingen en het portefeuilleresultaat.

Reconciliation 31.12.2021 31.12.2020
Shareholders' equity attributable to the shareholders of the parent
company (in thousands €)
A 622.512 547.218
Reserve for the impact on fair value of estimated transaction rights and
costs resulting from the hypothetical disposal of investment properties (in
thousands €)
B 42.084 30.210
Shareholders' equity attributable to
the shareholders of the parent company - investment value (in thousands
€)
C=A+B 664.596 577.428
Number of shares at year-end D 26.300.908 25.500.672
Net value (investment value)
per share (in €)
=C/D 25,27 22,64

Net yield

The net yield is calculated as the ratio of the contractual rent, increased by estimated rental value on vacancy, less the allocated property charges, and the fair value of investment properties available for rent.

Occupancy rate

The occupancy rate is calculated as the ratio between the estimated rental value (ERV) of the rented space and the estimated rental value of the total portfolio available for rent as at closing date.

Operating margin★

Definition - The operating margin is the operating result before result on portfolio, divided by the rental income. This alternative performance measure is calculated on the basis of the company's consolidated annual accounts.

Application - The operating margin provides an indication of the company's possibility of generating profit from its operational activities, without taking the financial result, the taxes or the result on portfolio into account.

Reconciliation in thousands € 31.12.2021 31.12.2020
Operating profit before result on portfolio A 53.430 48.918
Rental income B 65.056 61.303
Operating margin (%) =A/B 82% 80%

Organic growth

The organic growth concerns the rental income growth of the existing portfolio, including the completed and leased projects, excluding acquisitions.

Regulated real estate company (RREC)

The status of regulated real estate company is regulated by the Act of 12 May 2014 on regulated real estate companies, as modified from time to time (RREC Act) and by the Royal Decree of 13 July 2014 on regulated real estate companies, as modified from time to time (RREC Royal Decree) in order to stimulate joint investments in real estate properties.

Result on portfolio and result on portfolio (Group share)★

Definition - The result on portfolio comprises (i) the result on disposals of investment properties, (ii) the changes in fair value of investment properties, and (iii) the other result on portfolio. This alternative performance measure is calculated on the basis of the company's consolidated annual accounts.

Application - The result on portfolio measures the realised and non-realised profit and loss related to the investment properties, compared with the valuation of the independent property experts at the end of previous financial year.

Reconciliation in thousands € 31.12.2021 31.12.2020
Result on disposals of investment properties 198 1.670
Changes in fair value of investment properties 66.020 15.454
Other result on portfolio -11.205 -9.083
Result on portfolio 55.013 8.041
Minority interests -6.306 -2.654
Result on portfolio (Group share) 48.707 5.387

Return of a share

The return of a share in a certain period is equal to the gross return. This gross return is the sum of (i) the difference between the share price at the end and at the start of the period and (ii) the gross dividend (therefore, the dividend before deduction of the withholding tax).

RREC Act

The Act of 12 May 2014 on regulated real estate companies.

RREC Legislation

The RREC Act and the RREC Royal Decree.

RREC Royal Decree

The Royal Decree of 13 July 2014 on regulated real estate companies.

Specialised real estate investment fund (SREIF)

The Specialised Real Estate Investment Fund falls under the Royal Decree of 9 November 2016 with regard to specialised real estate investment funds. This system allows real estate investments in flexible and efficient funds.

Turnover rate

The turnover rate of a share is calculated as the ratio of the number of shares traded per year, divided by the total number of shares as at the end of the period.

Yield

Yield is calculated as the ratio of contractual rents (whether or not increased by the estimated rental value of unoccupied rental premises) and the fair value of investment properties available for rent. It concerns a gross yield, without taking into account the allocated costs.

Comments or remarks? Questions? contact@intervest.eu

This annual report is not a registration document in the sense of art. 28 of the Act of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on a regulated market.

Intervest Offices & Warehouses has drawn up its annual report in Dutch. However, Intervest Offices & Warehouses has also produced a translation of this annual report in French and English. The Dutch, French and English versions of this annual report are all legally binding. Intervest Offices & Warehouses, represented by its supervisory board, is responsible for the translation and conformity of the Dutch-language, French-language and English-language versions. However, in the event of a conflict between the versions in different languages, the Dutch-language version shall always take precedence.

The Dutch-language version of this annual report and its French and English translations are available on the company's website, www.intervest.eu.

Ce rapport annuel est également disponible en français.

Dit jaarverslag is ook beschikbaar in het Nederlands.

INTERVEST OFFICES & WAREHOUSES nv Public regulated real estate company under Belgian law

Uitbreidingstraat 66 2600 Antwerp [email protected] www.intervest.eu

T +32 3 287 67 67

BTW BE 0458 623 918 RPR ANTWERP

Public regulated real estate company under Belgian law

Uitbreidingstraat 66 2600 Antwerpen T +32 3 287 67 67

[email protected] www.intervest.eu

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